KILICO VARIABLE SEPARATE ACCOUNT/IL
S-6/A, 1999-12-29
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<PAGE>   1


   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 29, 1999



                                            REGISTRATION STATEMENT NO. 333-88845

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------


                         PRE-EFFECTIVE AMENDMENT NO. 1



                                       TO


                                    FORM S-6


            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


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

     A. Exact name of trust: KILICO VARIABLE SEPARATE ACCOUNT

     B. Name of depositor: KEMPER INVESTORS LIFE INSURANCE COMPANY

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

       1 Kemper Drive
       Long Grove, Illinois 60049

     D. Name and complete address of agent for service:

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


<TABLE>
<S>                                              <C>
                                           COPIES TO:
             FRANK J. JULIAN, ESQ.                             JOAN E. BOROS, ESQ.
    Kemper Investors Life Insurance Company       Jorden Burt Boros Cicchetti Berenson & Johnson
                 1 Kemper Drive                         1025 Thomas Jefferson Street, N.W.
           Long Grove, Illinois 60049                               Suite 400E
                                                              Washington, D.C. 20007
</TABLE>



     E. Title of securities being registered:


         The variable portion of Flexible Premium Variable Life Insurance
Policies.

     F. Approximate date of proposed public offering:

         As soon as practicable after the effective date of this registration.
                               ------------------

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

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2

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

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

                                        i
<PAGE>   3

<TABLE>
<CAPTION>
 ITEM NO.
    OF
FORM N-8B-2                     CAPTION IN PROSPECTUS
- -----------                     ---------------------
<C>          <S>
    47.      Summary; KILICO and the Separate Account; The Policy
    48.      Not Applicable
    49.      Not Applicable
    50.      Not Applicable
    51.      Cover Page; Summary; KILICO and the Separate Account; The
             Policy; Policy Benefits and Rights; Charges and Deductions;
             General Provisions; Distribution of Policies
    52.      Summary; KILICO and the Separate Account; The Funds; General
             Provisions
    53.      Federal Tax Matters
    54.      Not Applicable
    55.      Not Applicable
    56.      Not Applicable
    57.      Not Applicable
    58.      Not Applicable
    59.      Financial Statements
</TABLE>

                                       ii
<PAGE>   4

                              PROSPECTUS -- DATE:

- --------------------------------------------------------------------------------


                           FLEXIBLE PREMIUM VARIABLE

                             LIFE INSURANCE POLICY
- --------------------------------------------------------------------------------

                                   ISSUED BY

                    KEMPER INVESTORS LIFE INSURANCE COMPANY
                  THROUGH ITS KILICO VARIABLE SEPARATE ACCOUNT

  HOME OFFICE: 1 KEMPER DRIVE, LONG GROVE, ILLINOIS 60049       (800) 321-9313

     This Prospectus describes a variable life insurance policy of Kemper
Investors Life Insurance Company. The Policy provides life insurance and
accumulates variable Cash Value. Policy benefits depend upon the investment
experience of the KILICO Variable Separate Account. Generally, Policy premiums
are flexible.

     The Policy is "life insurance" for federal tax purposes. If the Policy is a
modified endowment contract, different tax rules apply to distributions. See
"Federal Tax Matters", page 24 for a discussion of laws that affect the tax
treatment of the Policy.

     A Policy owner has the following choices for allocating premium:

          - the Fixed Account, which accrues interest at our guaranteed rate,
     and

          - the Subaccounts of the Separate Account, which invest in portfolios
     of underlying mutual funds.

     The following portfolios of underlying mutual funds are currently available
under the Policy:

          - THE ALGER AMERICAN FUND
            - Alger American Balanced
            - Alger American Growth
            - Alger American Income & Growth
            - Alger American MidCap Growth

          - THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.


          - DREYFUS LIFE & ANNUITY INDEX FUND D/B/A


            DREYFUS STOCK INDEX FUND


          - DREYFUS VARIABLE INVESTMENT FUND
            - Dreyfus Capital Appreciation
            - Dreyfus Small Cap

          - TEMPLETON VARIABLE PRODUCTS SERIES FUND (CLASS 2 SHARES)
            - Templeton Asset Allocation
            - Templeton Bond
            - Templeton Developing Markets
            - Templeton International

          - FIDELITY VARIABLE INSURANCE PRODUCTS FUND
            - Fidelity VIP Equity-Income
            - Fidelity VIP Growth
  - Fidelity VIP High Income
  - Fidelity VIP Overseas

- - JANUS ASPEN SERIES
  - Janus Aspen Aggressive Growth
  - Janus Aspen Balanced
  - Janus Aspen Flexible Income
  - Janus Aspen Growth
  - Janus Aspen International Growth
  - Janus Aspen Worldwide Growth

- - SCUDDER VARIABLE LIFE INVESTMENT FUND
  (CLASS A SHARES)
  - Scudder VLIF Capital Growth
  - Scudder VLIF Growth and Income
  - Scudder VLIF International


- - KEMPER VARIABLE SERIES (FORMERLY INVESTORS FUND SERIES)

  - Kemper Government Securities
  - Kemper Investment Grade Bond
  - Kemper Money Market
  - Kemper Small Cap Growth
  - Kemper Total Return

  - Kemper Value+Growth


     You may obtain more information about these portfolios in the accompanying
prospectuses. Not all portfolios described in the prospectuses may be available
under the Policy.

     The Policy owner chooses from two death benefit options. The Death Benefit
is at least the amount shown in the Policy Specifications, unless there are
loans. Cash Value is not guaranteed. If the Surrender Value does not cover all
Policy charges, the Policy will lapse. The Policy Specifications show the
guarantee premium and the guarantee period. The Policy will not lapse during the
guarantee period if the guarantee premium is paid.

     The Policy owner may cancel the Policy and receive a refund during the
Free-Look Period.

     If you already own a flexible premium variable life insurance policy, it
may not be advantageous to buy additional insurance or to replace your policy
with the Policy described in this Prospectus.

     THIS PROSPECTUS MUST BE ACCOMPANIED OR PRECEDED BY A CURRENT
     PROSPECTUS FOR THE AVAILABLE UNDERLYING PORTFOLIOS. YOU SHOULD READ
     AND RETAIN ALL PROSPECTUSES FOR FUTURE REFERENCE.

     YOU CAN FIND THIS PROSPECTUS AND OTHER INFORMATION ABOUT THE SEPARATE
     ACCOUNT REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
     COMMISSION (SEC) AT THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV.

     THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
     THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
     A CRIMINAL OFFENSE.
<PAGE>   5

TABLE OF CONTENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                               Page
                                                               ----
<S>                                                          <C>
DEFINITIONS.................................................      1
SUMMARY.....................................................      2
FEES AND EXPENSES...........................................      4
KILICO AND THE SEPARATE ACCOUNT.............................      7
THE FUNDS...................................................      8
FIXED ACCOUNT OPTION........................................     11
THE POLICY..................................................     11
POLICY BENEFITS AND RIGHTS..................................     14
CHARGES AND DEDUCTIONS......................................     18
GENERAL PROVISIONS..........................................     21
DOLLAR COST AVERAGING.......................................     23
SYSTEMATIC WITHDRAWAL PLAN..................................     23
DISTRIBUTION OF POLICIES....................................     23
FEDERAL TAX MATTERS.........................................     24
LEGAL CONSIDERATIONS........................................     26
SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS................     26
VOTING INTERESTS............................................     27
STATE REGULATION OF KILICO..................................     27
KILICO'S DIRECTORS AND OFFICERS.............................     28
LEGAL MATTERS...............................................     30
LEGAL PROCEEDINGS...........................................     30
YEAR 2000 MATTERS...........................................     30
EXPERTS.....................................................     31
REGISTRATION STATEMENT......................................     31
FINANCIAL STATEMENTS........................................     32
CHANGE OF ACCOUNTANTS.......................................     32
APPENDIX A TABLE OF DEATH BENEFIT FACTORS...................     33
APPENDIX B SURRENDER TARGET PREMIUMS........................     34
</TABLE>

<PAGE>   6

                                  DEFINITIONS

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

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

     BENEFICIARY--The person to whom the proceeds due on the Insured's death are
paid.

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

     COMPANY ("WE", "US", "OUR", "KILICO")--Kemper Investors Life Insurance
Company. Our home office is located at 1 Kemper Drive, Long Grove, Illinois
60049.

     DATE OF RECEIPT--The date on which a request, form or payment is received
at our home office, provided: (1) that date is a Valuation Date and (2) we
receive the request, form or payment before the close of the New York Stock
Exchange (usually 3:00 p.m. Central time). Otherwise, the next Valuation Date.

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

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

     FREE-LOOK PERIOD--The time when a Policy owner may cancel the Policy and
receive a refund. This time depends on the state where the Policy is issued;
however, it will be at least 10 days from the date the owner receives the
Policy.

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

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

     GUIDELINE SINGLE PREMIUM--The maximum initial amount of premium that can be
paid while retaining qualification as a life insurance policy under the Internal
Revenue Code.

     INSURED--The person whose life is covered by the Policy and who is named in
the Policy Specifications.

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

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

     MATURITY DATE--The Policy Date anniversary nearest the Insured's 100th
birthday.

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

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

     NET SURRENDER VALUE--The Net Surrender Value of this Policy is the
Surrender Value on the date of surrender minus any Debt.

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

     POLICY DATE--The Policy Date is used to determine Policy Years and Monthly
Processing Dates. The Policy Date is the date that insurance coverage takes
effect subject to the conditions set forth in the application, including the
payment of the initial premium.

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


     PORTFOLIO(S)--The underlying portfolios in which the Subaccounts invest.
Each Portfolio is an open-end investment company registered with the SEC or a
separate investment series of a registered open-end investment company.


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

     SPECIFIED AMOUNT--The amount chosen by the Policy owner and used to
calculate the death benefit. The Specified Amount is shown in the Policy
Specifications.

     SUBACCOUNT--A subdivision of the Separate Account.

     SURRENDER VALUE--Cash Value minus any applicable surrender charge.

     TRADE DATE--The date 30 days following the date the Policy owner completes
all requirements for coverage and we record coverage under the Policy as in
force.

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

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

                                        1
<PAGE>   7

                                    SUMMARY

     This section summarizes this Prospectus. Please read the entire Prospectus.
You should refer to the heading "Definitions" for the meaning of certain terms.
If states require variations, they appear in supplements attached to this
Prospectus or in endorsements to the Policy. Unless otherwise indicated, this
Prospectus describes an in force Policy with no loans.

     The Policy owner pays a premium for life insurance coverage on the Insured.
Generally, an owner may choose the amount and frequency of premium payments. The
Policy provides for a Surrender Value which is payable if the Policy is
terminated during an Insured's lifetime. The death benefit and Cash Value of the
Policy may increase or decrease to reflect investment experience. Cash Value is
not guaranteed. If the Surrender Value is insufficient to pay Policy charges,
the Policy will lapse unless an additional premium payment or loan repayment is
made. The Policy will remain in force during the guarantee period if the
premiums paid, minus withdrawals and Debt, are at least equal to the guarantee
premiums. (See "The Policy--Premiums and Allocation of Premiums and Separate
Account Value," page 12, "Charges and Deductions," page 18, and "Policy Benefits
and Rights," page 14.)

     A Policy may be issued as or become a modified endowment contract as a
result of a material change or reduction in benefits as defined by the Internal
Revenue Code. The Policy may also become a modified endowment contract if excess
premiums are paid. For a Policy treated as a modified endowment contract,
certain distributions will be included in the Policy owner's gross federal
income (See "Federal Tax Matters," page 24.)

     The purpose of the Policy is to provide insurance protection for the
beneficiary. The Policy is not comparable to a systematic investment plan of a
mutual fund.

POLICY BENEFITS

     CASH VALUE. Cash Value reflects the amount and frequency of premium
payments, the investment experience of the selected Subaccounts, any values in
the Fixed Account and Loan Account, and Policy charges. The Policy owner bears
the entire investment risk on amounts allocated to the Separate Account. We do
not guarantee Separate Account Value. (See "Policy Benefits and Rights--Cash
Value," page 16.)

     The Policy owner may surrender a Policy at any time and receive the Net
Surrender Value. The Net Surrender Value is the Surrender Value minus any
outstanding Debt. The Surrender Value is the Cash Value minus any applicable
surrender charge. Partial withdrawals are available subject to restrictions.
(See "Policy Benefits and Rights--Surrender Privilege," page 18.)

     POLICY LOANS. After the first Policy Year, the Policy owner may borrow up
to 90% of Cash Value minus surrender charges and any other indebtedness.
Interest is charged at an effective annual rate of 4.50%. (See "Federal Tax
Matters," page 24.)


     PREFERRED LOANS. After the first Policy Year, the Policy owner may borrow
an amount up to the earnings in the Policy subject to any previous indebtedness.
Interest on preferred loans is charged at an effective annual rate of 3%.


     The minimum amount of any loan is $500. When a loan is made, a portion of
Cash Value equal to the loan amount is transferred from the Separate Account and
the Fixed Account (pro rata, unless the Policy owner requests otherwise) to the
Loan Account. We credit 3% annual interest to Cash Value held in the Loan
Account. (See "Policy Benefits and Rights--Policy Loans," page 17.)

     If the Policy is a modified endowment contract, a loan is treated as a
taxable distribution. (See "Federal Tax Matters," page 24.)

     DEATH BENEFITS. An in force Policy pays a death benefit payment upon the
death of the Insured. The Policy has two death benefit options. The Policy owner
elects a death benefit option on the application. Under Option A, the death
benefit is the Specified Amount stated in the Policy Specifications. Under
Option B, the death benefit is the Specified Amount stated in the Policy
Specifications plus the Cash Value. The death benefit is never less than the
multiple of Cash Value specified in Appendix B. The death benefit payable is
reduced by any Debt. (See "Policy Benefits and Rights--Death Benefits," page
14.)

                                        2
<PAGE>   8

PREMIUMS

     The amount and frequency of premium payments are flexible. The Policy owner
specifies a Planned Premium on the application. However, the owner is not
required to make the Planned Premiums, and, subject to certain restrictions, may
make premium payments in any amount and at any frequency. The amount, frequency,
and period of time over which an owner pays premiums affects whether the Policy
will be classified as a modified endowment contract. The minimum monthly premium
payment is $50. Other minimums apply for other payment modes.

     Payment of the Planned Premium does not guarantee that a Policy remains in
force. Instead, Surrender Value must be sufficient to cover all Policy charges
for the Policy to remain in force. A Policy will remain in force during the
guarantee period if premiums paid, less withdrawals and Debt, equal or exceed
the sum of the guarantee premiums. (See "The Policy -- Premiums," page 12.)

THE SEPARATE ACCOUNT

     ALLOCATION OF PREMIUMS. The portion of the premium available for allocation
equals the premium paid less applicable charges. A Policy owner indicates in the
application the percentages of premium to be allocated among the Subaccounts of
the Separate Account and the Fixed Account. The Policy currently offers
thirty-one Subaccounts, each of which invests in shares of a designated
portfolio of one of the Funds.


     The initial premium, minus applicable charges, is allocated to the Kemper
Money Market Subaccount on the day after receipt. On the Trade Date, the
Separate Account Value in the Kemper Money Market Subaccount is allocated among
the Subaccounts and the Fixed Account in accordance with the Policy owner's
instructions in the application. (See "The Policy -- Policy Issue," page 11.)


     TRANSFERS.  The Policy owner may transfer Separate Account Value among the
Subaccounts and into the Fixed Account once every fifteen days. One annual
transfer is permitted from the Fixed Account to the Subaccounts. (See "The
Policy -- Allocation of Premiums and Separate Account Value," page 12.)

THE FUNDS

     The following portfolios of The Alger American Fund are currently available
for investment by the Separate Account:

          - ALGER AMERICAN BALANCED

          - ALGER AMERICAN GROWTH

          - ALGER AMERICAN INCOME & GROWTH

          - ALGER AMERICAN MIDCAP GROWTH

     The Dreyfus Socially Responsible Growth Fund, Inc. is currently available
for investment by the Separate Account.


     Dreyfus Life & Annuity Index Fund, d/b/a Dreyfus Stock Index Fund
(hereinafter "Dreyfus Stock Index Fund") is currently available for investment
by the Separate Account.


     The following portfolios of the Dreyfus Variable Investment Fund are
currently available for investment by the Separate Account:

          - DREYFUS CAPITAL APPRECIATION

          - DREYFUS SMALL CAP

     Class 2 Shares of the following portfolios of the Templeton Variable
Products Series Fund are currently available for investment by the Separate
Account:

          - TEMPLETON ASSET ALLOCATION

          - TEMPLETON BOND

          - TEMPLETON DEVELOPING MARKETS

          - TEMPLETON INTERNATIONAL

     The following portfolios of the Fidelity Variable Insurance Products Fund
are currently available for investment by the Separate Account:

          - FIDELITY VIP EQUITY-INCOME

                                        3
<PAGE>   9

          - FIDELITY VIP GROWTH

          - FIDELITY VIP HIGH INCOME

          - FIDELITY VIP OVERSEAS

     The following portfolios of the Janus Aspen Series are currently available
for investment by the Separate Account:

          - JANUS ASPEN AGGRESSIVE GROWTH

          - JANUS ASPEN BALANCED

          - JANUS ASPEN FLEXIBLE INCOME

          - JANUS ASPEN GROWTH

          - JANUS ASPEN INTERNATIONAL GROWTH

          - JANUS ASPEN WORLDWIDE GROWTH

     Class A Shares of the following portfolios of the Scudder Variable Life
Investment Fund are currently available for investment by the Separate Account:

          - SCUDDER VLIF CAPITAL GROWTH

          - SCUDDER VLIF GROWTH AND INCOME

          - SCUDDER VLIF INTERNATIONAL


     The following portfolios of the Kemper Variable Series (formerly Investors
Fund Series) are currently available for investment by the Separate Account:


          - KEMPER GOVERNMENT SECURITIES

          - KEMPER INVESTMENT GRADE BOND

          - KEMPER MONEY MARKET

          - KEMPER SMALL CAP GROWTH

          - KEMPER TOTAL RETURN

          - KEMPER VALUE+GROWTH

     For a more detailed description of the Funds, see "The Funds," page 8, the
Funds' prospectuses accompanying this Prospectus, and Statements of Additional
Information available from us upon request.


                               FEES AND EXPENSES



     The following tables are designed to help you understand the fees and
expenses that you bear, directly or indirectly, as a Policy owner. The first
table describes the Policy charges and deductions you directly bear under the
Policy. The second table describes the fees and expenses of the portfolios that
you bear indirectly when you purchase a Policy. Expenses of the Portfolios are
not fixed or specified under the terms of the Policy, and actual expenses may
vary. (See "Charges and Deductions", beginning on page 18.)


                                        4
<PAGE>   10


                         POLICY CHARGES AND DEDUCTIONS



CHARGES DEDUCTED FROM THE SEPARATE ACCOUNT:



<TABLE>
<S>                                                               <C>
Mortality and Expense Risk Charge:                                CURRENT: .60% of average daily assets for
                                                                  first ten Policy Years; .40% for Policy
                                                                  Years eleven through twenty; and .20% for
                                                                  Policy Year twenty-one and thereafter.
                                                                  GUARANTEED: .60% for all Policy Years
Federal Income Tax Charge:                                        Currently none.(1)

CHARGES DEDUCTED FROM THE CASH VALUE (DEDUCTED MONTHLY):
Cost of Insurance Charge(2):                                      CURRENT: Ranges from $0.05668 per month per
                                                                  $1,000 of net amount at risk to $36.32850
                                                                  per month per $1,000 of net amount at
                                                                  risk(3)
                                                                  GUARANTEED: Ranges from $0.05668 per month
                                                                  per $1,000 of net amount at risk to
                                                                  $83.33333 per month per $1,000 of net amount
                                                                  at risk(3)
Administrative Expense Charge:                                    $10 monthly in Policy Year one; $6 monthly
                                                                  in Policy Years two and thereafter, with a
                                                                  $7.50 maximum monthly charge guaranteed.
Tax Charge:                                                       2.5% from each premium payment for state and
                                                                  local taxes;(4)
                                                                  1% from each premium payment for corporate
                                                                  income tax liability.(4)
Sales Load:                                                       2.5% from each premium payment.(4)
Systematic Withdrawal Charge:                                     $50 for the initial set-up plus $25 each
                                                                  time a change is made to the plan.
TRANSACTION CHARGES:
Transfer Fee:                                                     $25 per transfer in excess of twelve
                                                                  transfers in a single Policy Year(5)
Maximum Partial Withdrawal Charge:                                $25 per partial withdrawal after the first
                                                                  partial withdrawal in a single Policy
                                                                  Year(6)
Maximum Surrender Charge(7):                                      100% of the target premium as shown in
                                                                  Appendix B
</TABLE>


- ---------------


(1) We currently do not assess a charge for federal income taxes that may be
    attributed to the operations of the Separate Account. We reserve the right
    to do so in the future. (See "Charges and Deductions," beginning on page
    18.)



(2) The current cost of insurance charge will never exceed the guaranteed cost
    of insurance charge shown in the Policy Specifications. The net amount at
    risk equals the death benefit divided by 1.0024663, minus Cash Value. (See
    "Charges and Deductions -- Cost of Insurance Charge," page 18.)



(3) Current and guaranteed cost of insurance charges are based on the issue age
    (or attained age following an increase in Specified Amount), sex, Insured's
    rate class, and Policy Year.



(4) Before net premiums are allocated.



(5) Except there will be no transfer charge for transfers related to Automatic
    Asset Reallocation and Dollar Cost Averaging.



(6) Except there will be no partial withdrawal charge for withdrawals taken
    under the Systematic Withdrawal Plan.



(7) We deduct a surrender charge if the Policy is surrendered or the Cash Value
    is applied under a Settlement Option prior to the eleventh Policy Year (or
    the eleventh Policy Year following an increase in Specified Amount).


                                        5
<PAGE>   11


                               PORTFOLIO EXPENSES


 (As a percentage of average net assets for the period ended December 31, 1998)


        (total expense figures shown are after fee waivers or reductions


                          and expense reimbursements)



<TABLE>
<CAPTION>
                                                             12B-1    TOTAL FUND OTHER   TOTAL FUND ANNUAL
PORTFOLIO                                  MANAGEMENT FEES    FEES        EXPENSES           EXPENSES
- ---------                                  ---------------   ------   ----------------   -----------------
<S>                                        <C>               <C>      <C>                <C>
Alger American Balanced..................       0.75%                      0.17%               0.92%
Alger American Growth....................       0.75%                      0.04%               0.79%
Alger American Income & Growth...........      0.625%                      0.075%              0.70%
Alger American MidCap Growth.............       0.80%                      0.04%               0.84%
The Dreyfus Socially Responsible Growth
  Fund, Inc..............................       0.75%                      0.05%               0.80%
Dreyfus Stock Index Fund.................       0.25%                      0.01%               0.26%
Dreyfus Capital Appreciation.............       0.75%                      0.06%               0.81%
Dreyfus Small Cap........................       0.75%                      0.02%               0.77%
Templeton Asset Allocation(1)............       0.60%         0.25%        0.18%               1.03%
Templeton Bond(1)........................       0.50%         0.15%        0.23%               0.88%
Templeton Developing Markets(1)..........       1.25%         0.25%        0.41%               1.91%
Templeton International(1)...............       0.69%         0.25%        0.17%               1.11%
Fidelity VIP Equity-Income...............       0.49%                      0.09%               0.58%
Fidelity VIP Growth......................       0.59%                      0.09%               0.68%
Fidelity VIP High Income.................       0.58%                      0.12%               0.70%
Fidelity VIP Overseas....................       0.74%                      0.17%               0.91%
Janus Aspen Aggressive Growth............       0.72%                      0.03%               0.75%
Janus Aspen Balanced.....................       0.72%                      0.02%               0.74%
Janus Aspen Flexible Income..............       0.65%                      0.08%               0.73%
Janus Aspen Growth(2)....................       0.72%                      0.03%               0.68%
Janus Aspen International Growth(2)......       0.75%                      0.20%               0.86%
Janus Aspen Worldwide Growth(2)..........       0.67%                      0.07%               0.72%
Scudder VLIF Capital Growth..............       0.47%                      0.04%               0.51%
Scudder VLIF Growth and Income...........       0.47%                      0.09%               0.56%
Scudder VLIF International...............       0.87%                      0.18%               1.05%
Kemper Government Securities.............       0.55%                      0.11%               0.66%
Kemper Investment Grade Bond(3)..........       0.60%                      0.07%               0.67%
Kemper Money Market......................       0.50%                      0.04%               0.54%
Kemper Small Cap Growth..................       0.65%                      0.05%               0.70%
Kemper Total Return......................       0.55%                      0.05%               0.60%
Kemper Value+Growth(3)...................       0.75%                      0.03%               0.78%
</TABLE>


- ---------------


(1) The Portfolio's Class 2 distribution plan or "Rule 12b-1 Plan" is described
    in the Portfolio's prospectus.



(2) The expense figures shown are net of certain fee waivers or reductions from
    Janus Capital Corporation. Without such waivers and reductions, Management
    Fees, Other Expenses, and Total Portfolio Annual Expenses for the Portfolios
    for the fiscal year ending December 31, 1998 would have been: 0.72%, 0.03%,
    and 0.75%, respectively, for the Growth Portfolio; .75%, .20%, and .95%,
    respectively, for the International Growth Portfolio; and .67%, .07%, and
    .74%, respectively, for the Worldwide Growth Portfolio. See the prospectus
    and Statement of Additional Information of Janus Aspen Series for a
    description of these waivers and reductions.



(3) Pursuant to their respective agreements with Kemper Variable Series, the
    investment manager and the accounting agent have agreed, for the one year
    period commencing on approximately May 1, 1999, to limit their respective
    fees and to reimburse other operating expenses to the extent necessary to
    limit total operating expenses of the following described Portfolios to the
    amounts set forth after the Portfolio names: Kemper Value+Growth Portfolio
    (.84%) and Kemper Investment Grade Bond Portfolio (.80%). The amounts set
    forth in the table above reflect actual expenses for the past fiscal year,
    which were lower than these expense limits.


                                        6
<PAGE>   12


TAX TREATMENT UNDER CURRENT FEDERAL TAX LAW


     Under existing tax law, any increase in Cash Value is generally not taxable
until a distribution occurs through a withdrawal or surrender. Generally,
distributions are not included in income until the amount of the distributions
exceeds the premiums paid for the Policy. If the Policy is a modified endowment
contract, a loan is also treated as a distribution. Generally, distributions
from a modified endowment contract (including loans) are included in income to
the extent the Cash Value exceeds premiums paid. A change of owners, an
assignment, a loan or a surrender of the Policy may have tax consequences.

     Death Benefits payable under the Policy are generally excludable from the
gross income of the Beneficiary. As a result, the Beneficiary would not be
subject to income tax on the Death Benefit. (See "Federal Tax Matters," page
24.)

FREE-LOOK PERIOD

     The Policy owner may examine a Policy and return it for a refund during the
Free-Look Period. The length of the Free-Look Period depends on the state where
the Policy is issued; however, it will be at least 10 days from the date the
owner receives the Policy. (See "Policy Benefits and Rights--Free-Look Period
and Exchange Rights," page 18.)

ILLUSTRATIONS OF CASH VALUE, SURRENDER VALUE, DEATH BENEFIT

     Tables in Exhibit 9 to the registration statement illustrate Cash Value,
Surrender Value and Death Benefits. These illustrations are based on Policy
charges and hypothetical assumed rates of return for the Separate Account. The
Separate Account's investment experience will differ, and the actual Policy
values will be higher or lower than those illustrated.


     Upon request, we will provide a free, personalized illustration reflecting
the proposed Insured's age, underwriting classification, and sex (where
applicable). Otherwise, a personalized illustration uses the same methodology as
those appearing in Exhibit 9 to the registration statement.


                        KILICO AND THE SEPARATE ACCOUNT

KEMPER INVESTORS LIFE INSURANCE COMPANY


     Kemper Investors Life Insurance Company ("KILICO"), 1 Kemper Drive, Long
Grove, Illinois 60049, was organized in 1947 and is a stock life insurance
company organized under the laws of the State of Illinois. KILICO is a
wholly-owned subsidiary of Kemper Corporation, a nonoperating holding company.
KILICO and Kemper Corporation are wholly-owned subsidiaries of Zurich Insurance
Company ("Zurich"). Zurich is a wholly-owned subsidiary of Zurich Financial
Services ("ZFS"). ZFS was formed in the September, 1998 merger of the Zurich
Group with the financial services business of B.A.T. Industries. ZFS is owned by
Zurich Allied A.G. and Allied Zurich p.l.c. fifty-seven percent and forty-three
percent, respectively. KILICO offers life insurance and annuity products and is
admitted to do business in the District of Columbia and all states except New
York.


SEPARATE ACCOUNT

     KILICO Variable Separate Account (the "Separate Account") was established
as a separate investment account on January 22, 1987. The Separate Account
receives and invests net premiums under the Policy. In addition, the Separate
Account receives and invests net premiums for other variable life insurance
policies offered by KILICO.

     The Separate Account is administered and accounted for as part of our
general business. The income, capital gains or capital losses of the Separate
Account are credited to or charged against Separate Account assets, without
regard to the income, capital gains or capital losses of any other separate
account or any other business we conduct. The Policy benefits are our
obligations.

                                        7
<PAGE>   13

     The Separate Account is registered with the Securities and Exchange
Commission ("Commission") as a unit investment trust under the Investment
Company Act of 1940 (the "1940 Act"). However, the Commission does not supervise
the management, investment practices or policies of the Separate Account or
KILICO.

     The Policy currently offers thirty-one Subaccounts. Additional Subaccounts
may be added in the future. Not all Subaccounts may be available in all
jurisdictions or under all Policies.

                                   THE FUNDS


     The Separate Account invests in shares of The Alger American Fund, The
Dreyfus Socially Responsible Growth Fund, Inc., Dreyfus Stock Index Fund,
Dreyfus Variable Investment Fund, Templeton Variable Products Series Fund,
Fidelity Variable Insurance Products Fund, Janus Aspen Series, Scudder Variable
Life Investment Fund and Kemper Variable Series (formerly Investors Fund
Series). The Commission does not supervise their management, investment
practices or policies. The Funds provide investment vehicles for variable life
insurance and variable annuity contracts. Shares of the Funds currently are sold
only to insurance company separate accounts and certain qualified retirement
plans. In addition to the Separate Account, shares of the Funds may be sold to
variable life insurance and variable annuity separate accounts of insurance
companies not affiliated with KILICO. It is conceivable that in the future it
may be disadvantageous for variable life insurance separate accounts of
companies unaffiliated with KILICO, or for variable life insurance separate
accounts, variable annuity separate accounts and qualified retirement plans to
invest simultaneously in the Funds. Currently we do not foresee disadvantages to
variable life insurance owners, variable annuity owners or qualified retirement
plans. The Funds have an obligation to monitor events for material conflicts
between owners and determine what action, if any, should be taken. In addition,
if we believe that a Fund's response to any of those events or conflicts
insufficiently protects owners, we will take appropriate action on our own.


     A Fund may consist of separate portfolios. The assets of each portfolio are
held separate from the assets of the other portfolios, and each portfolio has
its own distinct investment objective and policies. Each portfolio operates as a
separate investment fund, and the income, gains or losses of one portfolio
generally have no effect on the investment performance of any other portfolio.

THE ALGER AMERICAN FUND

     The Alger American Fund portfolios in which the Separate Account invests
are summarized below:

     ALGER AMERICAN BALANCED: This Portfolio seeks current income and long-term
capital appreciation.

     ALGER AMERICAN GROWTH: This Portfolio seeks long-term capital appreciation.

     ALGER AMERICAN INCOME & GROWTH: This Portfolio primarily seeks to provide a
high level of dividend income; its secondary goal is to provide capital
appreciation.

     ALGER AMERICAN MIDCAP GROWTH: This Portfolio seeks long-term capital
appreciation.

     Fred Alger Management, Inc. is the investment adviser to each Portfolio of
The Alger American Fund specified above.

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.


     This Fund seeks to provide capital growth, with current income as a
secondary goal. To pursue these goals, the Fund invests primarily in the common
stock of companies that, in the opinion of the Fund's management, meet
traditional investment standards and conduct their business in a manner that
contributes to the enhancement of the quality of life in America.


     The Dreyfus Corporation serves as the investment adviser, and NCM Capital
Management Group, Inc. is the sub-adviser, for this Fund.

DREYFUS STOCK INDEX FUND


     This Fund seeks to match the total return of the Standard & Poor's
Composite Stock Price Index.


     The Dreyfus Corporation serves as the investment adviser for this Fund.

                                        8
<PAGE>   14

DREYFUS VARIABLE INVESTMENT FUND

     The Dreyfus Variable Investment Fund portfolios in which the Separate
Account invests are summarized below:

     DREYFUS CAPITAL APPRECIATION: This Portfolio seeks long-term capital growth
consistent with the preservation of capital; current income is a secondary goal.

     DREYFUS SMALL CAP: This Portfolio seeks to maximize capital appreciation.

     The Dreyfus Corporation serves as the investment adviser to each Portfolio
of the Dreyfus Variable Investment Fund specified above. Fayez Sarofim & Co.
serves as the sub-adviser for the Dreyfus Capital Appreciation Portfolio.

TEMPLETON VARIABLE PRODUCTS SERIES FUND

     The Templeton Variable Products Series Fund portfolios in which the
Separate Account invests are summarized below:

     TEMPLETON ASSET ALLOCATION (CLASS 2 SHARES): This Portfolio seeks high
total return.

     TEMPLETON BOND (CLASS 2 SHARES): This Portfolio seeks high current income.
Capital appreciation is a secondary consideration.

     TEMPLETON DEVELOPING MARKETS (CLASS 2 SHARES): This Portfolio seeks
long-term capital appreciation.

     TEMPLETON INTERNATIONAL (CLASS 2 SHARES): This Portfolio seeks long-term
capital growth.


     Templeton Investment Counsel, Inc. is the investment adviser for the
Templeton Asset Allocation Fund, the Templeton Bond Fund and the Templeton
International Fund. Templeton Asset Management Ltd. is the investment manager
for the Templeton Developing Markets Fund.



     In October of 1999, The Templeton Variable Product Series Fund (TVP) and
Franklin Templeton Variable Insurance Products Trust (VIP) Boards of Trustees
approved a proposal to eliminate the duplication of funds of the TVP Trust and
the VIP Trust, by merging the funds of the TVP Trust into the corresponding
funds of the VIP Trust (Reorganization). The corresponding funds of the two
trusts generally have the same investment goals and very similar investment
policies and strategies. Both Boards believe that the Reorganization would
benefit insurance company shareholders and their contract owners. If approved by
TVP shareholders, the Reorganization is expected to be completed around May 1,
2000, and the reorganized VIP Trust will include the following subaccounts:
Templeton Asset Allocation, Templeton Bond renamed Templeton Global Income
Securities, Templeton Developing Markets, and Templeton International.



     Based on pro forma expenses for each of the combined funds, the total
operating expenses are expected to decrease, except with respect to the TVP
Templeton Asset Allocation Fund, where total operating expenses are expected to
slightly increase (0.01%). In addition, with respect to the TVP Templeton Bond
Fund class 2, while 12b-1 fees are expected to increase from 0.15% to 0.25%,
based on pro forma expenses for a combined fund, the total operating expenses
are expected to decrease slightly.


FIDELITY VARIABLE INSURANCE PRODUCTS FUND

     The Fidelity Variable Insurance Products Fund portfolios in which the
Separate Account invests are summarized below:

     FIDELITY VIP EQUITY-INCOME: This Portfolio seeks reasonable income.

     FIDELITY VIP GROWTH: This Portfolio seeks capital appreciation.

     FIDELITY VIP HIGH INCOME: This Portfolio seeks a high level of current
income while also considering growth of capital.

     FIDELITY VIP OVERSEAS: This Portfolio seeks long-term growth of capital.

     Fidelity Management & Research Company (FMR) is the investment adviser for
the available Portfolios of the Fidelity Variable Insurance Products Fund.
Fidelity Management & Research (U.K.) Inc. (FMR U.K.), in London, England, and
Fidelity Management & Research Far East Inc. (FMR Far East), in Tokyo, Japan,
each serve as sub-advisers to the Fidelity VIP High Income Portfolio and the
Fidelity VIP Overseas Portfolio. Fidelity International Investment Advisors
(U.K.) Limited (FIIA (U.K.) L), in London, England, also serves as sub-adviser
to the Fidelity VIP Overseas Portfolio.

                                        9
<PAGE>   15

JANUS ASPEN SERIES

     The Janus Aspen Series portfolios in which the Separate Account invests are
summarized below:

     JANUS ASPEN AGGRESSIVE GROWTH: This Portfolio seeks long-term growth of
capital.

     JANUS ASPEN BALANCED: This Portfolio seeks long-term capital growth,
consistent with preservation of capital and balanced by current income.

     JANUS ASPEN FLEXIBLE INCOME: This Portfolio seeks to obtain maximum total
return consistent with preservation of capital.

     JANUS ASPEN GROWTH: This Portfolio seeks long-term growth of capital in a
manner consistent with the preservation of capital.

     JANUS ASPEN INTERNATIONAL GROWTH: This Portfolio seeks long-term growth of
capital.

     JANUS ASPEN WORLDWIDE GROWTH: This Portfolio seeks long-term growth of
capital in a manner consistent with the preservation of capital.

     Janus Capital serves as the investment adviser for the six available
Portfolios of the Janus Aspen Series.

SCUDDER VARIABLE LIFE INVESTMENT FUND

     The Scudder Variable Life Investment Fund portfolios in which the Separate
Account invests are summarized below:

     SCUDDER VLIF CAPITAL GROWTH (A SHARES): This Portfolio seeks to maximize
long-term capital growth from a portfolio consisting primarily of equity
securities.

     SCUDDER VLIF GROWTH AND INCOME (A SHARES): This Portfolio seeks long-term
growth of capital, current income and growth of income from a portfolio
consisting primarily of common stocks and securities convertible into common
stocks.

     SCUDDER VLIF INTERNATIONAL (A SHARES): This Portfolio seeks long-term
growth of capital principally from a diversified portfolio of foreign equity
securities.

     Scudder Kemper Investments, Inc., our affiliate, is the investment adviser
of each portfolio of the Scudder Variable Life Investment Fund specified above.


KEMPER VARIABLE SERIES (FORMERLY INVESTORS FUND SERIES)


     The Kemper Variable Series portfolios in which the Separate Account invests
are summarized below:

     KEMPER GOVERNMENT SECURITIES: This Portfolio seeks high current return
consistent with preservation of capital.

     KEMPER INVESTMENT GRADE BOND: This Portfolio seeks high current income.

     KEMPER MONEY MARKET: This Portfolio seeks maximum current income to the
extent consistent with stability of principal from a portfolio of high quality
money market instruments. The Portfolio seeks to maintain a net asset value of
$1.00 per share but there can be no assurance that the Portfolio will be able to
do so.

     KEMPER SMALL CAP GROWTH: This Portfolio seeks maximum appreciation of
investors' capital.

     KEMPER TOTAL RETURN: This Portfolio seeks a high total return, a
combination of income and capital appreciation, consistent with reasonable risk.

     KEMPER VALUE + GROWTH: This Portfolio seeks growth of capital. A secondary
objective of the Portfolio is the reduction of risk over a full market cycle
compared to a portfolio of only growth stocks or only value stocks.

     Scudder Kemper Investments, Inc. is the investment manager to each
Portfolio of the Kemper Variable Series specified above.

     The Portfolios may not achieve their stated objectives. More detailed
information, including a description of risks involved in investing in the
Portfolios, is found in the Funds' prospectuses and Statements of Additional
Information. The Funds' prospectuses accompany this Prospectus. The Funds'
Statements of Additional Information are available from us upon request.

                                       10
<PAGE>   16

CHANGE OF INVESTMENTS

     We reserve the right to make additions to, deletions from, or substitutions
for the shares held by the Separate Account or that the Separate Account may
purchase. We reserve the right to eliminate the shares of any of the portfolios
and to substitute shares of another portfolio or of another investment company,
if the shares of a portfolio are no longer available for investment, or if in
our judgment further investment in any portfolio becomes inappropriate in view
of the purposes of the Policy or the Separate Account. We may also eliminate or
combine one or more Subaccounts, transfer assets, or substitute one Subaccount
for another Subaccount, if, in our discretion, marketing, tax or investment
conditions warrant. We will not substitute any shares attributable to a Policy
owner's interest in a Subaccount without notice to the owner and the
Commission's prior approval, if required. Nothing contained in this Prospectus
shall prevent the Separate Account from purchasing other securities for other
series or classes of policies, or from permitting a conversion between series or
classes of policies on the basis of requests made by Policy owners.

     We also reserve the right to establish additional Subaccounts of the
Separate Account, each of which would invest in a new portfolio of the Funds, or
in shares of another investment company. New Subaccounts may be established
when, in our sole discretion, marketing needs or investment conditions warrant.
New Subaccounts may be made available to existing owners as we determine.

     If we deem it to be in the best interests of persons having voting
interests under the Policy, the Separate Account may be:

        - operated as a management company under the 1940 Act;

        - deregistered under that Act in the event such registration is no
          longer required; or

        - combined with our other separate accounts. To the extent permitted by
          law, we may also transfer assets of the Separate Account to another
          separate account, or to the General Account.

                                  FIXED ACCOUNT OPTION

     AMOUNTS ALLOCATED OR TRANSFERRED TO THE FIXED ACCOUNT ARE PART OF OUR
GENERAL ACCOUNT, SUPPORTING INSURANCE AND ANNUITY OBLIGATIONS. INTERESTS IN THE
FIXED ACCOUNT ARE NOT REGISTERED UNDER THE SECURITIES ACT OF 1933 ("1933 ACT"),
AND THE FIXED ACCOUNT IS NOT REGISTERED AS AN INVESTMENT COMPANY UNDER THE
INVESTMENT COMPANY ACT OF 1940 ("1940 ACT"). ACCORDINGLY, NEITHER THE FIXED
ACCOUNT NOR ANY FIXED ACCOUNT INTERESTS GENERALLY ARE SUBJECT TO THE PROVISIONS
OF THE 1933 OR 1940 ACTS. WE HAVE BEEN ADVISED THAT THE STAFF OF THE COMMISSION
HAS NOT REVIEWED THE DISCLOSURES IN THIS PROSPECTUS RELATING TO THE FIXED
ACCOUNT. STATEMENTS REGARDING THE FIXED ACCOUNT, HOWEVER, MAY BE SUBJECT TO THE
GENERAL PROVISIONS OF THE FEDERAL SECURITIES LAWS RELATING TO THE ACCURACY AND
COMPLETENESS OF STATEMENTS MADE IN PROSPECTUSES.

     Under the Fixed Account Option, we pay a fixed interest rate for stated
periods. This Prospectus describes only the aspects of the Policy involving the
Separate Account, unless we refer to fixed accumulation and settlement options.

     A minimum balance of $500 must remain in the Fixed Account under the Fixed
Account Option. We guarantee the interest rate credited to the Fixed Account
will be at least 3% annually. At our discretion, we may credit interest in
excess of 3%. We reserve the right to change the rate of excess interest
credited. We also reserve the right to declare different rates of excess
interest depending on when amounts are allocated or transferred to the Fixed
Account. As a result, amounts at any designated time may be credited with a
different rate of excess interest than the rate previously credited to such
amounts and to amounts allocated or transferred at any other designated time.

                                   THE POLICY

POLICY ISSUE

     Before we issue a Policy, we must receive a completed application and a
full initial premium at our home office. We ordinarily issue a Policy only for
Insureds Age 1 through 80 who supply satisfactory evidence of insurability.
Acceptance of an application is subject to our underwriting requirements. If we
decline an application, we will refund the Cash Value in the Kemper Money Market
Subaccount plus the total amount of monthly deductions and deductions against
premiums.

                                       11
<PAGE>   17

     After underwriting is complete and the Policy is delivered to its owner,
insurance coverage begins as of the Policy Date. (See "Premiums," below.)

PREMIUMS

     We must receive premiums at our home office. (See "Distribution of
Policies.") Checks must be made payable to KILICO.

     PLANNED PREMIUMS. A Policy owner specifies a Planned Premium payment on the
application that provides for the payment of level premiums over a specified
period of time. However, the owner is not required to pay Planned Premiums.

     The minimum monthly premium is $50. Other minimums are: annual $600;
semi-annual $300; quarterly $150. The amount, frequency and period of time over
which a Policy owner pays premiums may affect whether the Policy will be
classified as a modified endowment contract. Accordingly, variations from
Planned Premiums may cause the Policy to become a modified endowment contract,
and therefore subject to different tax treatment from conventional life
insurance contracts for certain pre-death distributions (See "Federal Tax
Matters".)


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


     A guarantee period and a monthly guarantee premium are specified in the
Policy Specifications. The guarantee period ends on the tenth Policy
anniversary. During the guarantee period, the Policy remains in force and no
grace period will begin, provided that the total premiums received, minus any
withdrawals and any Debt, equals or exceeds the monthly guarantee premium times
the number of months since the Policy Date, including the current month.

     The full initial premium is the only premium required to be paid under a
Policy. However, additional premiums may be necessary to keep the Policy in
force. (See "The Policy--Policy Lapse and Reinstatement.") We may reject or
limit any premium payment below the current minimum premium amount, or that
would increase the death benefit by more than the amount of the premium. We may
return all or a portion of a premium payment if it would disqualify the Policy
as life insurance under the Internal Revenue Code.

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

     POLICY DATE. The Policy Date is used to determine Policy Years and Monthly
Processing Dates. The Policy Date is the date that insurance coverage takes
effect subject to conditions set forth in the application, including the payment
of initial premium. If this date is the 29th, 30th, or 31st of a month, the
Policy Date will be the first day of the following month.

ALLOCATION OF PREMIUMS AND SEPARATE ACCOUNT VALUE

     ALLOCATION OF PREMIUMS.  The initial net premium is allocated to the Kemper
Money Market Subaccount. The Separate Account Value remains in the Kemper Money
Market Subaccount until the Trade Date. On the Trade Date, the Separate Account
Value in the Kemper Money Market Subaccount is allocated to the Subaccounts and
the Fixed Account as specified in the application. Additional premiums received
will be allocated as specified in the application or in later written
instructions received from the Policy owner. The minimum amount of any premium
that may be allocated to a Subaccount is $50. Cash Value may be allocated to a
total of nineteen Subaccounts at any given time.

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

     TRANSFERS. After the Trade Date, Separate Account Value may be transferred
among the Subaccounts and into the Fixed Account. These transfers are limited to
one transfer every fifteen days. All transfers made during a business day are
treated as one transfer.

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

                                       12
<PAGE>   18


     Transfer requests must be in writing in a form acceptable to us, or by
telephone authorization under forms we authorize. (See "General
Provisions--Written Notices and Requests.") The minimum partial transfer amount
is $500. No partial transfer may be made if the value of the Policy owner's
remaining interest in a Subaccount or the Fixed Account, from which amounts are
to be transferred, would be less than $500 after the transfer. We may waive
these minimums for reallocations under established third party asset allocation
programs. Transfers are based on the Accumulation Unit values next determined
following our receipt of valid, complete transfer instructions. We may suspend,
modify or terminate the transfer provision. We will charge $25 for each transfer
in excess of twelve transfers per policy year, excluding Automatic Asset
Reallocation and Dollar Cost Averaging transfers. We disclaim all liability if
we follow in good faith instructions given in accordance with our procedures,
including requests for personal identifying information, that are designed to
limit unauthorized use of the privilege. Therefore, a Policy owner bears the
risk of loss in the event of a fraudulent telephone transfer.


     If a Policy owner authorizes a third party to transact transfers on the
Policy owner's behalf, we will reallocate the Cash Value pursuant to the
authorized asset allocation program. However, we do not offer or participate in
any asset allocation program and we take no responsibility for any third party
asset allocation program. We may suspend or cancel acceptance of a third party's
instructions at any time and may restrict the investment options available for
transfer under third party authorizations.


     AUTOMATIC ASSET REALLOCATION. A Policy owner may elect to have transfers
made automatically among the Subaccounts on an annual or a quarterly basis so
that Cash Value is reallocated to match the percentage allocations in the Policy
owner's predefined premium allocation elections. Transfers under this program
are not subject to the $500 minimum transfer limitations, limited by the fifteen
day transfer restriction nor subject to the $25 transfer charge. An election to
participate in the automatic asset reallocation program must be in writing on
our form and returned to our home office. There is currently no charge to
participate in the program.


POLICY LAPSE AND REINSTATEMENT

     LAPSE. The Policy will lapse when the Net Surrender Value is insufficient
to cover the current monthly deductions and a grace period expires without a
sufficient payment. (See "Charges and Deductions.")

     The grace period is 61 days. The grace period begins when we send notice
that the Net Surrender Value is insufficient to cover the monthly deductions. If
we do not receive a premium payment or loan repayment during the grace period
sufficient to keep the Policy in force for three months, the Policy will lapse
and terminate without value.

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

     We will not accept any payment causing the total premium payment to exceed
the maximum payment permitted for life insurance under the guideline premium
limits. However, the Policy owner may voluntarily repay a portion of Debt to
avoid lapse. The owner may also combine premium payments with Debt repayments.
(See "Federal Tax Matters.")

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

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

        - receipt of evidence of insurability satisfactory to us;

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

        - payment or reinstatement of any Debt which existed at the date of
          termination of coverage.

     The effective date of reinstatement of a Policy is the Monthly Processing
Date that coincides with or next follows the date we approve the application for
reinstatement. Suicide and incontestability provisions apply from the effective
date of reinstatement.

                                       13
<PAGE>   19

                           POLICY BENEFITS AND RIGHTS

DEATH BENEFITS

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

     A Policy owner selects in the application one of two death benefit options:
Option A or Option B. Subject to certain restrictions, the owner can change the
death benefit option selected. So long as the Policy remains in force, the death
benefit under either option will never be less than the Specified Amount.

     The Policy owner chooses the Specified Amount on the application. The
Specified Amount is stated in the Policy Specifications. The minimum Specified
Amount is $100,000.

     OPTION A. Under Option A, the death benefit equals the Specified Amount or,
if greater, the Cash Value (determined as of the end of the Valuation Period
during which the Insured dies) multiplied by a death benefit percentage. The
death benefit percentages vary according to the Insured's age. The death benefit
percentage is 250% for an Insured at Age 40 or under, and it declines for older
Insureds. In setting the death benefit percentages, we seek to ensure that the
Policy will qualify for favorable federal income tax treatment. A table showing
the death benefit percentages is in the Appendix A to this Prospectus and in the
Policy.

     OPTION B. Under Option B, the death benefit equals the Specified Amount
plus the Cash Value (determined as of the end of the Valuation Period during
which the Insured dies) or, if greater, the Cash Value multiplied by a death
benefit percentage. The specified percentage is the same as that used in
connection with Option A. The death benefit under Option B always varies as Cash
Value varies.

     EXAMPLES OF OPTIONS A AND B. The following examples demonstrate the
determination of death benefits under Options A and B. The examples show three
Policies--Policies I, II, and III--with the same Specified Amount, but different
Cash Values and assume that the Insured is Age 35 at the time of death and that
there is no outstanding Debt.

<TABLE>
<CAPTION>
                                              POLICY I       POLICY II       POLICY III
                                              --------       ---------       ----------
<S>                                           <C>            <C>             <C>
Specified Amount..........................    $100,000       $100,000         $100,000
Cash Value on Date of Death...............    $ 25,000       $ 50,000         $ 75,000
Death Benefit Percentage..................         250%           250%             250%
Death Benefit Under Option A..............    $100,000       $125,000         $187,500
Death Benefit Under Option B..............    $125,000       $150,000         $187,500
</TABLE>

     Under Option A, the death benefit for Policy I equals $100,000 since the
death benefit is the greater of the Specified Amount ($100,000) or the Cash
Value at the date of death times the death benefit percentage ($25,000 X 250% =
$62,500). For both Policies II and III under Option A, the Cash Value times the
death benefit percentage ($50,000 X 250% = $125,000 for Policy II; $75,000 X
250% = $187,500 for Policy III) is greater than the Specified Amount ($100,000),
so the death benefit equals the higher value. Under Option B, the death benefit
for Policy I equals $125,000 since the death benefit is the greater of Specified
Amount plus Cash Value ($100,000 + $25,000 = $125,000) or the Cash Value times
the death benefit percentage ($25,000 X 250% = $62,500). Similarly, in Policy
II, Specified Amount plus Cash Value ($100,000 + $50,000 = $150,000) is greater
than Cash Value times the death benefit percentage ($50,000 X 250% = $125,000).
In Policy III, the Cash Value times the death benefit percentage ($75,000 X 250%
= $187,500) is greater than the Specified Amount plus Cash Value ($100,000 +
$75,000 = $175,000), so the death benefit equals the higher value.

     All calculations of death benefit are made as of the end of the Valuation
Period during which the Insured dies. Death benefit proceeds may be paid to a
Beneficiary in a lump sum or under the Policy's settlements options.

     Death Benefits ordinarily are paid within seven days after we receive all
required documentation. Payments may be postponed in certain circumstances. (See
"General Provisions--Postponement of Payments")

CHANGES IN DEATH BENEFIT OPTION

     After the first Policy Year, a Policy owner may change the death benefit
option from Option A to Option B, or from Option B to Option A. Changes in the
death benefit option may be made, in writing once per Policy Year. The effective
date of the change is the next Monthly Processing Date after we accept the
change.

                                       14
<PAGE>   20

     A change in the death benefit from Option A to Option B reduces the
Specified Amount by the amount of the Policy's Cash Value. Therefore, the death
benefit payable under Option B at the time of the change equals the amount
payable under Option A immediately prior to the change. The change in option
affects the determination of the death benefit since the Cash Value will then be
added to the new Specified Amount, and the death benefit then varies with the
Cash Value. We may require evidence of insurability before we accept a change in
the death benefit from Option A to Option B.

     A change in the death benefit from Option B to Option A increases the
Specified Amount by the amount of the Policy's Cash Value. Therefore, the death
benefit payable under Option A at the time of the change equals the amount
payable under Option B immediately prior to the change. However, the change in
option affects the determination of the death benefit since the Cash Value is
not added to the Specified Amount in determining the death benefit. The death
benefit then equals the new Specified Amount (or, if higher, the Cash Value
times the applicable specified percentage).

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

CHANGES IN SPECIFIED AMOUNT

     After the first Policy Year, a Policy owner may increase or decrease the
Specified Amount, subject to our approval. A change in Specified Amount may only
be made once per Policy Year. The minimum change in Specified Amount is $25,000.
Increases are not allowed after the Insured attains age 80. Increasing the
Specified Amount could increase the death benefit. Decreasing the Specified
Amount could decrease the death benefit. The amount of change in the death
benefit will depend, among other things, upon the selected death benefit option
and the degree to which the death benefit exceeds the Specified Amount prior to
the change. Changing the Specified Amount could affect the subsequent level of
death benefit and Policy values. An increase in Specified Amount may increase
the net amount at risk, thereby increasing a Policy owner's cost of insurance
charge and the guarantee premium amount. However, an increase in Specified
Amount does not extend the guarantee period. Conversely, a decrease in Specified
Amount may decrease the net amount at risk, thereby decreasing an owner's cost
of insurance charge. A decrease in Specified Amount will not decrease the
guarantee premium. Decreases in the death benefit may have tax consequences.
(See "Federal Tax Matters.")

     INCREASES. We require additional evidence of insurability for an increase
in Specified Amount.

     DECREASES. Any decrease in Specified Amount is first applied to the most
recent increases successively, then to the original Specified Amount. A decrease
is not permitted if the Specified Amount would fall below the lesser of the
initial Specified Amount or $100,000. If after a decrease in the Specified
Amount, total premiums paid exceed the tax law's premium limitations, we will
refund the amount exceeding the premium limitations. Some or all of the amount
refunded may be subject to tax. (See "Federal Tax Matters.")

     We reserve the right to deny a requested decrease in Specified Amount. The
reasons for denial may include:


          - our determination that the decrease would cause the Policy to fail
     the tax guideline premium limitations, or



          - our determination that the decrease would cause the Policy to
     terminate because the distributions from Cash Value required under the tax
     code to effect the decrease exceed Net Surrender Value.


     Requests for change in Specified Amount must be made in writing. The
requested change becomes effective on the Monthly Processing Date on or next
following our acceptance of the request. If the Policy owner is not the Insured,
we require the Insured's consent.

BENEFITS AT MATURITY


     If the Insured is alive on the Policy Date anniversary nearest the
Insured's 100th birthday, we pay the Policy owner the Surrender Value of the
Policy. On the Maturity Date, the Policy terminates and we have no further
obligations under the Policy except as provided in the Extended Maturity Option
Rider.


                                       15
<PAGE>   21

CASH VALUE

     Cash Value reflects

          - the investment experience of the selected Subaccounts

          - the frequency and amount of premiums paid

          - transfers between Subaccounts

          - withdrawals

          - any Fixed Account or Loan Account values

          - Policy charges

A Policy owner may make partial withdrawals of Cash Value or surrender the
Policy and receive the Policy's Net Surrender Value. (See "Surrender
Privilege.") The Cash Value is not guaranteed.

     CALCULATION OF CASH VALUE. Cash Value is the total of

          - Separate Account Value

          - Fixed Account value

          - Loan Account value


     Cash Value is determined on each Valuation Date. It is first calculated on
the Policy Date. On that date, the Cash Value equals the initial net premium,
minus the monthly deductions for the first Policy Month. (See "Charges and
Deductions.")


     On any Valuation Date, Separate Account Value in any Subaccount equals:

          (1) Separate Account Value in the Subaccount at the end of the
     preceding Valuation Period times the Investment Experience Factor (defined
     below) for the current Valuation Period; plus

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

          (3) Any amounts transferred to the Subaccount during the current
     Valuation Period (from a Subaccount, the Fixed Account or the Loan Account
     for Policy loan repayment (see "Policy Benefits and Rights--Policy
     Loans,")); minus

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

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

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

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

     There will also be Cash Value in the Loan Account if there is a Policy loan
outstanding. The Loan Account is credited with amounts transferred from
Subaccounts for Policy loans. The Loan Account balance accrues daily interest at
an effective annual rate of 3.00%. (See "Policy Benefits and Rights--Policy
Loans.")

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

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

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

                                       16
<PAGE>   22

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

     (1) is the net result of:

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

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

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

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

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

POLICY LOANS

     After the first Policy Year, the Policy owner may borrow all or part of the
Policy's maximum loan amount. The maximum loan amount is 90% of Surrender Value.
The amount of any new loan may not exceed the maximum loan amount less Debt on
the date a loan is granted. Loan interest is charged at an effective annual rate
of 4.5%.


     PREFERRED LOANS. After the first Policy Year, the Policy owner may borrow
an amount up to the earnings in the Policy subject to any previous indebtedness.
Interest on a preferred loan is charged at an effective annual rate of 3%.


     The minimum amount of any loan is $500. The loan ordinarily is paid within
seven days after we receive a written loan request, although payments may be
postponed under certain circumstances. (See "Postponement of Payments," and
"Federal Tax Matters.")

     On the date a loan is made, the loan amount is transferred from the
Separate Account and Fixed Account to the Loan Account. Unless the Policy owner
directs otherwise, the loan amount is deducted from the Subaccounts and the
Fixed Account in proportion to the values that each bears to the total of
Separate Account Value and Fixed Account value at the end of the Valuation
Period during which the request is received.

     Interest not paid when due is added to the loan amount. Unpaid interest is
due upon the earlier of the next Policy Date anniversary or when coverage
ceases. The same interest rates apply to unpaid interest. When interest is added
to the loan amount, we transfer an equal amount from the Separate Account and
the Fixed Account to the Loan Account.

     Cash Value in the Loan Account earns 3.00% annual interest. Such interest
is allocated to the Loan Account.

     LOAN REPAYMENT. All or any portion of a loan may be repaid at any time. A
Policy owner must specify that the purpose of a payment is loan repayment;
otherwise a payment is treated as premium. At the time of repayment, the Loan
Account is reduced by the repayment amount, adjusted for the difference between
interest charged and interest earned. The net repayment amount is allocated to
the Subaccounts and the Fixed Account, according to the Policy owner's current
allocation instructions, at the end of the Valuation Period during which the
repayment is received. These transfers are not limited by the 15 day transfer
restriction.

     EFFECTS OF POLICY LOAN. Policy loans decrease the Net Surrender Value and,
therefore, the amount available to pay Policy charges. If the Net Surrender
Value on the day preceding a Monthly Processing Date is less than the next
monthly deductions we will notify the Policy owner. (See "General
Provisions--Written Notices and Requests.") The Policy will lapse and terminate
without value, unless we receive a sufficient payment within 61 days of the date
notice is sent. (See "The Policy--Policy Lapse and Reinstatement.")

     EFFECT ON INVESTMENT EXPERIENCE. A Policy Loan affects Cash Value. The
collateral for the outstanding loan (the amount held in the Loan Account) does
not participate in the experience of the Subaccounts or earn current interest in
the Fixed Account. If the interest credited to the Loan Account is more than the
amount that would have been earned in the Subaccounts or the Fixed Account, the
Cash Value will, and the Death Benefit may, be

                                       17
<PAGE>   23

higher as a result of the loan. Conversely, if the amount credited to the Loan
Account is less than would have been earned in the Subaccounts or the Fixed
Account, the Cash Value, as well as the Death Benefit, may be less.

     TAX TREATMENT. If the Policy is a modified endowment contract, a loan is
treated as a distribution and is includible in income to the extent that Cash
Value exceeds premiums paid. Therefore, a loan may result in federal income tax
and a 10% tax penalty may also apply. (See "Federal Tax Matters.")

SURRENDER PRIVILEGE


     If the Insured is alive, the Policy owner may surrender the Policy for its
Surrender Value. To surrender the Policy, the owner must return the Policy to
us, along with a written request. The Net Surrender Value equals Surrender
Value, minus any Debt. The Surrender Value equals the Cash Value minus any
applicable surrender charge. (See "Surrender Charge," page 19.)



     PARTIAL WITHDRAWALS. After the first Policy Year, a Policy owner may
withdraw a portion of Surrender Value. The minimum amount of each withdrawal is
$500. The maximum withdrawal is limited to 10% of Net Surrender Value during the
surrender charge period. We will charge $25 for each partial withdrawal taken in
excess of one per Policy Year, except those withdrawals under the Systematic
Withdrawal Plan. This charge reimburses us for the administrative expense
related to the withdrawal. This charge is deducted after the partial withdrawal
amount is determined. (See "Charges and Deductions.") A withdrawal decreases
Cash Value by the amount of the withdrawal and, if Death Benefit Option A is in
effect, reduces Specified Amount by the amount of the withdrawal.


FREE-LOOK PERIOD AND EXCHANGE RIGHTS


     During the Free-Look Period, the Policy owner may examine the Policy and
return it for a refund. The time period depends on where the Policy is issued;
however, it will be at least 10 days from the date the Policy is received by the
owner, or, 45 days after the owner completes the application for insurance,
whichever is later. The amount of the refund is the sum of Cash Value in the
Kemper Money Market Subaccount plus the total amount of monthly deductions and
deductions from Premium. This amount will be at least equal to premiums paid. An
owner seeking a refund should return the Policy to us or to the agent who sold
the Policy.


     At any time during the first two years after the Issue Date, the Policy
owner may exchange the Policy for a non-variable permanent fixed benefit life
insurance policy then currently offered by KILICO or an affiliate. Evidence of
insurability is not required. The amount of the new policy may be, at the
election of the owner, either the initial Death Benefit or the same net amount
at risk as the Policy on the exchange date. All Debt must be repaid and the
Policy must be surrendered before the exchange is made. The new policy will have
the same Policy Date and issue age as the exchanged Policy.

                             CHARGES AND DEDUCTIONS

DEDUCTIONS FROM PREMIUMS

     We deduct a sales load of 2.5% from each premium before the net premium is
allocated. Additionally, we deduct a state and local premium tax charge of 2.5%
from each premium payment before net premium is allocated. This charge
reimburses us for paying state premium taxes. We expect to pay an average state
premium tax rate of approximately 2.5%, but the actual premium tax attributable
to a Policy may be more or less. In addition, a charge for federal taxes, equal
to 1% of each premium payment, is deducted to compensate us for higher corporate
income taxes under the Internal Revenue Code.


     We expect to recover total premium tax expenses over the life of the
Policies from aggregate tax charges and the unamortized state premium tax charge
portion of the surrender charge. However, the amount of premium taxes differ
from state to state and some states have no premium tax. Accordingly, the amount
of these charges paid under your Policy may be more or less than the premium
taxes we actually pay with respect to your Policy.


COST OF INSURANCE CHARGE

     We deduct a cost of insurance charge monthly from the Subaccounts and the
Fixed Account. This charge covers our anticipated mortality costs. The cost of
insurance charge is deducted monthly in advance and is allocated pro rata among
the Subaccounts and the Fixed Account.

     We deduct the cost of insurance by cancelling units under the Subaccounts
and withdrawing amounts from the Fixed Account on the Policy Date and on each
Monthly Processing Date thereafter. If the Monthly Processing

                                       18
<PAGE>   24

Date falls on a day other than a Valuation Date, the charge is determined on the
next Valuation Date. The cost of insurance charge is determined by multiplying
the monthly cost of insurance rate (see below) by the "net amount at risk" for
each Policy month. The net amount at risk equals the Death Benefit minus the
Cash Value on the Monthly Processing Date.

     COST OF INSURANCE RATE. The monthly cost of insurance rates are based on
the issue age, sex, rate class of the Insured and Policy Year. We determine the
monthly cost of insurance rates based on our expectations as to future mortality
experience. Any change in the schedule of rates applies to all individuals of
the same class as the Insured. The cost of insurance rate may never exceed those
shown in the table of guaranteed maximum cost of insurance rates in the Policy.
The guaranteed maximum cost of insurance rates are based on the 1980
Commissioner's Standard Ordinary Smoker and Non-Smoker Mortality Tables, Age
Nearest Birthday, published by the National Association of Insurance
Commissioners.

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

MORTALITY AND EXPENSE RISK CHARGE

     We deduct a daily charge, at a current annual rate of .60% for the first
ten Policy Years, .40% for Policy Years eleven through twenty, and .20% for
Policy Years twenty-one and thereafter, from the Subaccounts for mortality and
expense risks we assume. We guarantee an annual rate of .60% for all Policy
Years.

     The mortality and expense risk we assume is that our estimates of longevity
and of the expenses incurred over the life of the Policy will not be correct.

MONTHLY ADMINISTRATIVE CHARGE


     We deduct a monthly administrative expense charge to reimburse us for
certain expenses related to maintenance of the Policies, accounting and record
keeping and periodic reporting to Policy owners. This charge is designed only to
reimburse us for actual administrative expenses. For the first Policy Year, this
charge is $10 per month. In Policy Years two and thereafter it is anticipated
that the charge will be $6 per month, however, should these expenses exceed
those currently assumed, the charge may be increased up to $7.50 per month.


OTHER CHARGES

     SURRENDER CHARGE. We deduct a surrender charge from the Cash Value if the
Policy is surrendered or Cash Value is applied under a settlement option during
the first ten Policy Years. A surrender charge is also assessed during the first
ten Policy Years following an increase in Specified Amount.

     1.    The amount of the surrender charge for the initial Specified Amount
        will be the product of a. times b. times c. where:

        a.    is the initial Specified Amount (in 1,000s);

        b.    is the surrender target premium rate as shown in Appendix B; and

        c.    is the surrender charge percentage for the applicable Policy Year
            as shown below.

     During the ten Policy Years following an increase in Specified Amount, an
additional surrender charge applies. The additional charge is calculated as
described below based on the amount of increase, years commencing on the date of
the increase and surrender target premium associated with the increase.

     2.    The amount of the surrender charge for each increase in the Specified
        Amount will be the product of a. times b. times c. where;

        a.    is the amount of increase in Specified Amount for the base plan
            (in 1,000s);

        b.    is the surrender target premium rate as shown in Appendix B; and

        c.    is the surrender charge percentage for the applicable Policy Year
            as shown below.

     The surrender charge is the sum of the amounts in 1. and 2. above. The
surrender charge will not be reduced by any decrease in Specified Amount.

                                       19
<PAGE>   25

     The applicable surrender target premium rate depends on the Insured's age
at issue, sex, tobacco status, and underwriting rate class. See Appendix B.

SURRENDER CHARGE PERCENTAGES:

<TABLE>
<CAPTION>
Policy Year    Percentages
- -----------    -----------
<S>            <C>
  1-5           100%
   6             80%
   7             60%
   8             45%
   9             30%
  10             15%
  11+            0%
</TABLE>


     PARTIAL WITHDRAWAL CHARGE. We will charge $25 for each partial withdrawal
in a Policy Year after the first one. This charge reimburses us for the
administrative expenses related to the withdrawal. However, the partial
withdrawal charge does not apply to those under the Systematic Withdrawal Plan.



     TRANSFER CHARGE.  We will charge up to $25 for each transfer in excess of
twelve transfers per Policy Year, excluding Automatic Asset Reallocation and
Dollar Cost Averaging transfers. The transfer charge reimburses us for the
administrative expenses related to the transfer.


     TAXES.  Currently, no charges are made against the Separate Account for
federal, state or other taxes attributable to the Separate Account. We may,
however, in the future impose charges for income taxes or other taxes
attributable to the Separate Account or the Policy. (See "Federal Tax Matters.")

     CHARGES AGAINST THE FUNDS. Under investment advisory agreements with each
Fund, the investment manager and/or adviser provides investment advisory and/or
management services for the portfolios. The Funds are responsible for advisory
fees and various other expenses, including 12b-1 distribution fees. Investment
advisory fees and expenses differ with respect to each of the portfolios of the
Funds. (See "The Funds.")


     For additional information about the fees and expenses of the Funds, see
"The Funds", page 8, and the Fund prospectuses accompanying this Prospectus, and
Statements of Additional Information available from us upon request.


     The Fund(s) may pay 12b-1 service fees to us or our affiliates for support
or distribution services relating to Fund shares. We may receive compensation
from the investment advisers for administrative services related to the Funds.
This compensation will be consistent with the services rendered or the cost
savings resulting from the arrangement. For more information concerning
investment advisory fees and other charges against the portfolios, see the
Funds' prospectuses accompanying this Prospectus and Statements of Additional
Information available from us upon request.

     SYSTEMATIC WITHDRAWAL PLAN. An initial charge of $50 is imposed to enter
into a Systematic Withdrawal Plan. In addition, a $25 charge is imposed each
time a change is made to the plan. These charges reimburse us for administrative
expenses of this plan. (See "Systematic Withdrawal Plan.")

     REDUCTION OF CHARGES.  We may reduce certain charges and credit additional
amounts in special circumstances that result in lower sales, administrative, or
mortality expenses. For example, special circumstances may exist in connection
with group or sponsored arrangements, sales to our existing policyowners, sales
to employees or clients of members of the ZFS group of companies, or employees
and registered representatives (and their families) of broker-dealers (or their
affiliated financial institutions) that have entered into selling group
agreements with Investors Brokerage Services, Inc., the distributor of the
Policies. The amounts of any reductions will reflect the reduced sales effort
and administrative costs resulting from, or the different mortality experience
expected as a result of, the special circumstances. Reductions will not unfairly
discriminate against any person, including the affected Policy owners and owners
of all other policies funded by the Separate Account.

                                       20
<PAGE>   26

                               GENERAL PROVISIONS

SETTLEMENT OPTIONS

     The Policy owner, or Beneficiary at the death of the Insured if no election
by the owner is in effect, may elect to have the Death Benefit or Surrender
Value paid in a lump sum or have the amount applied to one of the Settlement
Options. Payments under these options will not be affected by the investment
experience of the Separate Account after proceeds are applied under a Settlement
Option. The payee elects monthly, quarterly, semi-annual or annual payments. The
option selected must result in a payment that at least equals our required
minimum in effect when the option is chosen. If at any time the payments are
less than the minimum, we may increase the period between payments to quarterly,
semi-annual or annual or make the payment in one lump sum.

     Benefit payments are based on Net Surrender Value calculated on the day
preceding the date the first benefit payment is due. The payment will be based
on the Settlement Option elected in accordance with the appropriate settlement
option table.

     OPTION 1--FIXED INSTALLMENT ANNUITY. We pay income for the period and
payment mode elected. The period elected must at least 5 years, but not more
than 30 years.

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

     OPTION 3--LIFE ANNUITY WITH INSTALLMENTS GUARANTEED. We pay monthly income
for the guaranteed period elected and thereafter for the remaining lifetime of
the payee. The available guaranteed periods are 5, 10, 15 or 20 years.

     OPTION 4--JOINT AND SURVIVOR ANNUITY. We pay the full monthly income while
both payees are living. Upon the death of either payee, the income continues
during the lifetime of the surviving payee. The surviving payee's income is
based on the percentage designated (50%, 66 2/3%, 75% or 100%) at election time.
Payments terminate automatically and immediately upon the death of the surviving
payee without regard to the number or total amount of payments received.

     We must consent to any other payment methods.

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

POSTPONEMENT OF PAYMENTS

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

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

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

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

     Transfers may also be postponed under these circumstances.

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

THE CONTRACT

     The Policy, any endorsements, and the application constitute the entire
contract between us and the Policy owner. All statements made by the Insured or
contained in the application will, in the absence of fraud or misrepresentation,
be deemed representations and not warranties.

                                       21
<PAGE>   27

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

MISSTATEMENT OF AGE OR SEX

     If the age or sex of the Insured is misstated, the Death Benefit will be
adjusted to reflect the correct sex and age.

INCONTESTABILITY

     We may contest the validity of a Policy if any material misrepresentations
are made in the application. However, a Policy will be incontestable after it
has been in force during the lifetime of the Insured for two years from the
Issue Date. A new two year contestability period will apply to increases in
insurance and to reinstatements, beginning with the effective date of the
increase or reinstatement.

SUICIDE

     Suicide by the Insured, while sane or insane, within two years from the
Issue Date (or within two years following an increase in Specified Amount) is a
risk not assumed under the Policy. Our liability for such suicide is limited to
the premiums paid less any withdrawals and Debt. When the laws of the state in
which a Policy is delivered require less than a two year period, the period or
amount paid will be as stated in such laws.

ASSIGNMENT

     No Policy assignment is binding on us until we receive it. We assume no
responsibility for the validity of the assignment. Any claim under an assignment
is subject to proof of the extent of the assignee's interest. If the Policy is
assigned, the rights of the Policy owner and Beneficiary are subject to the
rights of the assignee of record.

NONPARTICIPATING

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

OWNER AND BENEFICIARY

     The Policy owner may designate a new owner while the Insured is alive.

     The Policy owner designates primary and secondary Beneficiaries in the
application. We rely upon the latest filed change of beneficiary. If the Insured
dies, and no designated Beneficiary is alive at that time, we will pay the
Insured's estate. The interest of any Beneficiary may be subject to that of an
assignee.

     In order to change the Policy owner or a designated Beneficiary, the owner
must sign our form. The change is effective when the owner signs the form, but
we are not liable for payments made or actions taken before we receive the
signed form.

RECORDS AND REPORTS

     We keep the Separate Account records. We send Policy owners, at their last
known address of record, an annual report showing:

<TABLE>
        <S>                                      <C>
        - Death Benefit                          - partial withdrawals
        - Accumulation Unit Value                - transfers
        - Cash Value                             - Policy loans and repayments
        - Surrender Value                        - Policy charges
        - additional premium payments
</TABLE>

     Confirmations and acknowledgments of various transactions are also sent to
Policy owners. We also send annual and semi-annual Fund reports.

WRITTEN NOTICES AND REQUESTS

     Send written notices or requests to our home office: Kemper Investors Life
Insurance Company, Customer Service, 1 Kemper Drive, Long Grove, Illinois 60049.
Please include the Policy number and the Insured's full name. We send notices to
a Policy owner's address shown in the application unless an address change is
filed with us.

                                       22
<PAGE>   28

OPTIONAL INSURANCE BENEFITS

     The following optional insurance benefits are available by rider at the
time of application:

          - waiver of premium due to Insured's total disability

          - term insurance on the Insured's dependent children

          - acceleration of a portion of the death benefit due to Insured's
     terminal illness

          - other insured rider

          - extended maturity rider

     The cost of these benefits is added to the monthly deduction. These
benefits and restrictions are described in the Rider. We provide samples of
these provisions upon written request.

                             DOLLAR COST AVERAGING

     Under our Dollar Cost Averaging program, Cash Value in the Fixed Account,
the Kemper Money Market Subaccount or the Kemper Government Securities
Subaccount ("DCA Subaccount") is automatically transferred monthly to other
Subaccounts and the Fixed Account. A Policy owner may enroll any time by
completing our Dollar Cost Averaging form. Transfers are made on the tenth day
of the month, or the next business day if the tenth falls on a weekend. We must
receive the enrollment form at least five business days before the transfer
date.

     Transfers commence on the first transfer date following the Trade Date. The
minimum transfer amount is $100 per Subaccount or Fixed Account. In order to
enroll, Cash Value in the DCA Subaccount must be at least $10,000. Dollar Cost
Averaging automatically ends if Cash Value in the DCA Subaccount is less than
the amount designated to be transferred. Cash Value remaining in the DCA
Subaccount will be transferred.

     Dollar Cost Averaging ends if:

          - the number of designated monthly transfers has been completed

          - Cash Value attributable to the DCA Subaccount is insufficient to
     complete the next transfer

          - we receive the Policy owner's written termination at least five
     business days before the next transfer date

          - the Policy is surrendered.

     There is currently no charge to participate in the Dollar Cost Averaging
program. We will give 30 days notice if we amend the Dollar Cost Averaging
program. We may terminate the program at any time.

     A Policy owner may change Dollar Cost Averaging instructions by completing
our enrollment form. We must receive the enrollment form at least 5 business
days (10 business days for Fixed Account transfers), before the next transfer
date.

     To participate in Dollar Cost Averaging, a Policy owner may have Cash Value
in the Fixed Account and no more than eight non-DCA Subaccounts.

                           SYSTEMATIC WITHDRAWAL PLAN

     We offer a Systematic Withdrawal Plan ("SWP") allowing Policy owners to
preauthorize periodic withdrawals after the first Policy Year. Policy owners
instruct us to withdraw selected amounts from the Fixed Account, or up to 2
Subaccounts, on a monthly, quarterly, semi-annual or annual basis. The Policy
owner's periodic payment must be at least $500. These periodic payments are
partial withdrawals and are subject to surrender charges. (See "Policy Benefits
and Rights--Surrender Privileges," page 14.) The $25 withdrawal charge does not
apply. However, we charge $50 to establish an SWP and a $25 charge each time a
change is made. These charges reimburse us for SWP administrative expenses.
Periodic payments may be subject to income taxes, withholding and tax penalties.
(See "Federal Tax Matters.") An SWP application and additional information may
be obtained from the Policy owner's representative or us. We will give 30 days
notice if we amend the SWP. The SWP may be terminated at any time by the Policy
owner or us.

                            DISTRIBUTION OF POLICIES


     Investors Brokerage Services, Inc. ("IBS") serves as distributor of the
Policies. IBS is located at 1 Kemper Drive, Long Grove, Illinois 60049. IBS is
our wholly-owned subsidiary. It is registered as a broker-dealer under the


                                       23
<PAGE>   29

Securities Exchange Act of 1934 (the "1934 Act"), and is a member of the
National Association of Securities Dealers, Inc. ("NASD").

     The Policy is sold by licensed insurance representatives who represent us
and who are registered representatives of broker-dealers that are registered
under the Securities Exchange Act of 1934 and are members of the NASD.


     The maximum sales commission payable to registered representatives is
approximately 70% of premiums up to the commission target premium and 2.5% of
excess premium in the first year and 2.5% of total premium in renewal years two
through five. Beginning in the second Policy Year, a service fee on assets which
have been maintained and serviced may also be paid. In addition, certain
overrides and production and managerial bonuses may be paid. These additional
amounts may constitute a substantial portion of total commissions and fees paid.
Firms to which service fees and commissions may be paid include affiliated
broker-dealers. In addition to the commissions described above, we may pay
additional promotional incentives, in the form of cash or other compensation, to
licensed broker-dealers that sell the Policy. These incentives may be offered to
certain broker-dealers that sell or are expected to sell certain minimums during
specified periods.


     The distribution agreement with IBS provides for indemnification of IBS by
KILICO and the Separate Account for liability arising out of allegedly untrue
statements in, or omissions of material fact from, the prospectus or the
Registration Statement. IBS agrees to indemnify KILICO and the Separate Account
against claims arising from the conduct of IBS or unaffiliated broker-dealers
that sell Policies.

                              FEDERAL TAX MATTERS

INTRODUCTION

     This discussion of the federal income tax treatment of the Policy is not
exhaustive, does not purport to cover all situations, and is not intended as tax
advice. The federal income tax treatment of the Policy is unclear in certain
circumstances, and a qualified tax adviser should always be consulted with
regard to the application of law to individual circumstances. This discussion is
based on the Internal Revenue Code of 1986, as amended ("Code"), Treasury
Department regulations, and interpretations existing on the date of this
Prospectus. These authorities, however, are subject to change by Congress, the
Treasury Department, and judicial decisions.

     This discussion does not address state or local tax consequences associated
with owning the Policy. IN ADDITION, WE MAKE NO GUARANTEE REGARDING ANY TAX
TREATMENT -- FEDERAL, STATE OR LOCAL -- OF ANY POLICY OR OF ANY TRANSACTION
INVOLVING A POLICY.

OUR TAX STATUS

     We are taxed as a life insurance company and the operations of the Separate
Account are treated as part of our total operations. The operations of the
Separate Account do not materially affect our federal income tax liability
because we are allowed a deduction to the extent that net investment income of
the Separate Account is applied to increase Cash Value. We may incur state and
local taxes attributable to the Separate Account. At present, these taxes are
not significant. Accordingly, we do not charge or credit the Separate Account
for federal, state or local taxes. However, our federal income taxes are
increased because of the federal tax law's treatment of deferred acquisition
costs. Accordingly, we charge 1% of each premium payment to compensate us for
our higher corporate income tax liability.

     If there is a material change in law, charges or credits may be made to the
Separate Account for taxes or reserves for taxes. These charges or credits are
determined independently of the taxes we actually pay.

TAXATION OF LIFE INSURANCE POLICIES

     TAX STATUS OF THE POLICY. The Code establishes a definition of life
insurance which, in part, places limitations on the amount of premiums that may
be paid and the Cash Value that can accumulate relative to the Death Benefit. We
believe the Policy meets this definition. We reserve the right to refund
premiums, increase the Death Benefit (which may result in higher Policy
charges), or take any other action we deem necessary to ensure the Policy's
compliance with the tax definition of life insurance. The Death Benefit is
generally excludable from the Beneficiary's gross income. Interest and other
income credited are not taxable unless certain withdrawals are made (or are
deemed to be made) from the Policy prior to the Insured's death, as discussed
below. This tax treatment will only apply, however, if (1) the investments of
the Separate Account are "adequately diversified", and (2) we, rather than the
Policy owner, are considered the owner of the assets of the Separate Account.

                                       24
<PAGE>   30

     DIVERSIFICATION REQUIREMENTS. The Code prescribes the manner in which the
Separate Account must be "adequately diversified." If the Separate Account fails
to comply with these diversification standards, the Policy will not be treated
as a life insurance contract, and the Policy owner is taxable on the income on
the contract (as defined in the tax law). We expect that the Separate Account,
through the Funds, will comply with the prescribed diversification requirements.

     OWNERSHIP TREATMENT. In certain circumstances, variable life insurance
contract owners may be considered the owners of the assets of the Separate
Account. Income and gains from the Separate Account would then be includible in
the Policy owners' gross income. The IRS has stated that a variable contract
owner will be considered the owner of the assets of a separate account if the
owner possesses the ability to exercise investment control. As of the date of
this Prospectus, no investor control guidance is available.

     We reserve the right to modify the Policy as necessary to attempt to
prevent Policy owners from being considered the owners of the assets of the
Separate Account. However, there is no assurance that such efforts would be
successful.

     The following discussion assumes that the Policy will be treated as a life
insurance contract for tax purposes.

     TAX TREATMENT OF LIFE INSURANCE DEATH BENEFIT PROCEEDS. In general, the
Death Benefit is excludable from gross income under the Code. Certain transfers
of the Policy, however, may result in a portion of the Death Benefit being
taxable. If the Death Benefit is paid under a Settlement Option, generally
payments will be prorated between the non-taxable Death Benefit and taxable
interest.

     TAX DEFERRAL DURING ACCUMULATION PERIOD. Any increase in Cash Value is
generally not taxable to the Policy owner unless amounts are received (or are
deemed to be received) from the Policy before the Insured's death. If the Policy
is surrendered, the excess of Cash Value over the "investment in the contract"
is includible in the owner's ordinary income. The "investment in the contract"
generally is premium payments minus non-taxable distributions. Distributions may
be taxable to the owner if the Policy is considered a "modified endowment
contract" ("MEC").

POLICIES WHICH ARE NOT MECS

     TAX TREATMENT OF WITHDRAWALS GENERALLY. If the Policy is not a MEC, the
amount of any withdrawal generally will be treated first as a non-taxable
recovery of premiums and then as taxable income. Thus, a withdrawal from a
non-MEC Policy generally is not taxable income unless the total withdrawals
exceed the investment in the contract.

     DISTRIBUTIONS REQUIRED IN THE FIRST 15 POLICY YEARS. The Code limits the
amount of premium that may be paid and Cash Value that can accumulate relative
to the Death Benefit. Where cash distributions are required in connection with a
reduction in benefits during the first 15 years after the Policy is issued (or
if withdrawals are made in anticipation of a reduction in benefits during this
period), some or all of such amounts may be taxable. A reduction in benefits may
result from a decrease in Specified Amount, a change from an Option B Death
Benefit to an Option A Death Benefit, if withdrawals are made, and in certain
other instances.

     TAX TREATMENT OF LOANS. If a Policy is not a MEC, a loan generally is
treated as indebtedness of the Policy owner. As a result, the loan is not
taxable income to the owner if the Policy remains in force. However, when the
interest rate credited to the Loan Account is the same as the interest rate
charged for the loan, some or all of the loan proceeds may be includible in
income. If a Policy lapses when a loan is outstanding, the amount of the loan
outstanding will be treated as a surrender in determining whether any amounts
are includible in the Policy owner's income.

     Interest on an individual's Policy loans and interest on any loans of a
Policy owner that is a business entity are subject to possible disallowance
under complex rules. Consult a tax adviser on these issues.

POLICIES WHICH ARE MECS

     CHARACTERIZATION OF A POLICY AS A MEC. A Policy is a MEC if (1) the Policy
is received in exchange for a life insurance contract that was a MEC, or (2) the
Policy is issued after June 21, 1988 and premiums are paid more rapidly than
permitted under the "7-Pay Test." A Policy fails this test (and thus is a MEC)
if the accumulated amount paid during the 1st 7 Policy Years exceeds the
cumulative sum of the net level premiums which would have been paid to that time
if the Policy provided for paid-up future benefits after the payment of 7 level
annual premiums. Under the Code, a material change of the Policy generally
results in a reapplication of the 7-Pay Test. In addition, any reduction in
benefits during the 7-Pay period will affect the application of this test.

                                       25
<PAGE>   31

     We monitor the Policies and attempt to notify Policy owners on a timely
basis if a Policy is in jeopardy of becoming a MEC. The owner may then request
that we take available steps to avoid treating the Policy as a MEC.

     TAX TREATMENT OF WITHDRAWALS, LOANS, ASSIGNMENTS AND PLEDGES UNDER MECS. If
the Policy is a MEC, withdrawals are treated first as withdrawals of income and
then as a recovery of premiums. Thus, withdrawals are includible in income if
Cash Value exceeds the investment in the contract. A Policy loan is treated as a
withdrawal for tax purposes.

     If the Policy owner assigns or pledges Cash Value under a MEC (or agrees to
assign or pledge any portion), such portion is a withdrawal for tax purposes.
The investment in the contract is increased by the amount includible in income
with respect to any assignment, pledge, or loan, though it is not affected by
any other aspect of the assignment, pledge, or loan (including its release or
repayment). Before assigning, pledging, or requesting a loan under a MEC, a
Policy owner should consult a qualified tax adviser.

     PENALTY TAX. Generally, proceeds of a surrender or a withdrawal (or the
amount of any deemed withdrawal) from a MEC are subject to a penalty tax of 10%
of the portion of the proceeds that is includible in income, unless the
surrender or withdrawal is made (1) after the owner attains age 59 1/2, (2)
because the owner has become disabled (as defined in the Code), or (3) as
substantially equal periodic payments over the life or life expectancy of the
owner (or the joint lives or life expectancies of the owner and his or her
beneficiary).

     AGGREGATION OF POLICIES. All life insurance contracts which are treated as
MECs and which are purchased by the same person from us or our affiliates within
the same calendar year are aggregated and treated as one contract in determining
the tax on withdrawals (including deemed withdrawals). The effects of
aggregation are not clear; however, it could affect the taxable amount of a
withdrawal (or a deemed withdrawal) and could subject the withdrawal to the 10%
penalty tax.

     OTHER CONSIDERATIONS. Changing the Policy owner, exchanging the Policy,
changing from one Death Benefit option to another, and other Policy changes may
have tax consequences depending on the circumstances of the change. Federal
estate and state and local estate taxes, or inheritance taxes and other tax
consequences of ownership or receipt of Policy proceeds depend on the
circumstances of each Policy owner or Beneficiary.

FEDERAL INCOME TAX WITHHOLDING

     We withhold and send to the federal government a part of the taxable
portion of withdrawals unless the Policy owner notifies us in writing at the
time of withdrawal that he or she elects no withholding. The Policy owner is
always responsible for the payment of any taxes and early distribution penalties
that may be due on the amounts received. The Policy owner may also be required
to pay penalties under the estimated tax rules, if the owner's withholding and
estimated tax payments are insufficient to satisfy the owner's total tax
liability.

                              LEGAL CONSIDERATIONS

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

                  SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS

     We hold the assets of the Separate Account. We keep these assets segregated
and apart from our general funds. We maintain records of all purchases and
redemptions of the shares of each portfolio of the Funds by each of the
Subaccounts.

                                       26
<PAGE>   32

                                VOTING INTERESTS

     We vote a Fund's shares held in the Separate Account at regular and special
shareholder meetings of the Fund in accordance with instructions received from
persons having voting interests in the corresponding Subaccounts of the Separate
Account. Owners of all Policies participating in each Subaccount are entitled to
give us instructions with respect to that Subaccount. An owner's proportionate
interest in that Subaccount is measured by units. We determine the number of
shares for which a Policy owner may give voting instructions as of the record
date for the meeting. Owners will receive proxy material, reports, and other
materials relating to the appropriate portfolio of the Funds.

     We vote all Fund shares held in the Separate Account proportionately based
on Policy owners' instructions. If changes in law permit, we may vote a Fund's
shares in our own right.

     We may, when required by state insurance regulatory authorities, disregard
voting instructions if the instructions require that the shares be voted so as
to cause a change in the subclassification or investment objective of the Fund
or of one or more of its portfolios or to approve or disapprove an investment
advisory contract for a portfolio of the Fund. In addition, we may disregard
voting instructions in favor of changes initiated by a Policy owner in the
investment policy or the investment adviser of a portfolio of a Fund if we
reasonably disapprove of such changes. A proposed change would be disapproved
only if the change is contrary to state law or prohibited by state regulatory
authorities, or if we determine that the change would have an adverse effect on
our General Account in that the proposed investment policy for a portfolio may
result in overly speculative or unsound investments. In the event we disregard
voting instructions, we will include a summary of that action and the reasons
for it in the next annual report to Policy owners.

                           STATE REGULATION OF KILICO

     KILICO, a stock life insurance company organized under the laws of
Illinois, is subject to regulation by the Illinois Department of Insurance. We
file an annual statement with the Director of Insurance on or before March 1st
of each year covering our operations and reporting on our financial condition as
of December 31st of the preceding year. Periodically, the Director of Insurance
examines the liabilities and reserves of KILICO and the Separate Account and
certifies to their adequacy.

     In addition, we are subject to the insurance laws and regulations of the
other states where we operate. Generally, the insurance departments of other
states apply the laws of Illinois in determining our permissible investments.

                                       27
<PAGE>   33

                        KILICO'S DIRECTORS AND OFFICERS

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


<TABLE>
<CAPTION>
            NAME AND AGE
        POSITION WITH KILICO
          YEAR OF ELECTION                OTHER BUSINESS EXPERIENCE DURING PAST 5 YEARS OR MORE
        --------------------              -----------------------------------------------------
<S>                                    <C>
Gale K. Caruso (42)                    President and Chief Executive Officer of Federal Kemper Life
President and Chief Executive Officer  Assurance Company (FKLA), Fidelity Life Association (FLA),
since June 1999. Director since July   Zurich Life Insurance Company of America (ZLICA) and Zurich
1999.                                  Direct, Incorporated (ZD) since June 1999. Director of FKLA,
                                       FLA and ZLICA since July 1999. Chairman, President and Chief
                                       Executive Officer of Scudder Canada Investor Services, Ltd.
                                       from 1995 to June 1999. Managing Director of Scudder Kemper
                                       Investments, Inc. from July 1986 to June 1999.

John B. Scott (55)                     Chairman of the Board of FKLA, FLA, ZLICA and ZD since June
Chairman of the Board since June       1999. Chief Executive Officer, President and Director of
1999. Director since 1992.             FKLA and FLA from 1988 to June 1999. Chief Executive
                                       Officer, President and Director of ZLICA and ZD from March
                                       1996 to June 1999. Chairman of the Board and Director of
                                       Investors Brokerage Services, Inc. (IBS) and Investors
                                       Brokerage Services Insurance Agency, Inc. (IBSIA) since
                                       1993. Chairman of the Board of FKLA and FLA from April 1988
                                       to January 1996. Chairman of the Board of KILICO from
                                       February 1992 to January 1996. Executive Vice President and
                                       Director of Kemper Corporation (Kemper) since January 1994
                                       and March 1996, respectively. Executive Vice President of
                                       Kemper Financial Companies, Inc. from January 1994 to
                                       January 1996 and Director from 1992 to January 1996.

Eliane C. Frye (52)                    Executive Vice President of FKLA and FLA since 1995.
Executive Vice President since 1995.   Executive Vice President of ZLICA and ZD since March 1996.
Director since May 1998.               Director of FLA since December 1997. Director of FKLA and
                                       ZLICA since May 1998. Director of ZD from March 1996 to
                                       March 1997. Director of IBS and IBSIA since 1995. Senior
                                       Vice President of KILICO, FKLA and FLA from 1993 to 1995.
                                       Vice President of FKLA and FLA from 1988 to 1993.

Frederick L. Blackmon (47)             Senior Vice President and Chief Financial Officer of FKLA
Senior Vice President and Chief        since December 1995. Senior Vice President and Chief
Financial Officer since December       Financial Officer of FLA since January 1996. Senior Vice
1995.                                  President and Chief Financial Officer of ZLICA since March
                                       1996. Senior Vice President and Chief Financial Officer of
                                       ZD since March 1996. Director of FLA since May 1998.
                                       Director of ZD from March 1996 to March 1997. Treasurer and
                                       Chief Financial Officer of Kemper since January 1996. Chief
                                       Financial Officer of Alexander Hamilton Life Insurance
                                       Company from April 1989 to November 1995.

Russell M. Bostick (42)                Senior Vice President and Chief Information Officer of FKLA,
Senior Vice President and Chief        FLA, ZLICA and ZD since March 1999. Vice President and Chief
Information Officer since March 1999.  Information Officer of FKLA, FLA, KILICO, ZLICA and ZD from
                                       April 1998 to March 1999. Chief Technology Officer of
                                       Corporate Software and Technology from June 1997 to April
                                       1998. Vice President of CNA Insurance Companies from January
                                       1995 to June 1997. Assistant Vice President of CNA Insurance
                                       Companies from February 1994 to January 1995.

James C. Harkensee (41)                Senior Vice President of FKLA and FLA since January 1996.
Senior Vice President since January    Senior Vice President of ZLICA since 1995. Senior Vice
1996.                                  President of ZD since 1995. Director of ZD from April 1993
                                       to March 1997 and since March 1998. Vice President of ZLICA
                                       from 1992 to 1995. Chief Actuary of ZLICA from 1991 to 1994.
                                       Assistant Vice President of ZLICA from 1990 to 1992. Vice
                                       President of ZD from 1994 to 1995.
</TABLE>


                                       28
<PAGE>   34


<TABLE>
<CAPTION>
            NAME AND AGE
        POSITION WITH KILICO
          YEAR OF ELECTION                OTHER BUSINESS EXPERIENCE DURING PAST 5 YEARS OR MORE
        --------------------              -----------------------------------------------------
<S>                                    <C>
James E. Hohmann (43)                  Senior Vice President of FKLA since December 1995. Chief
Senior Vice President since December   Actuary of FKLA and KILICO from December 1995 to January
1995. Director since May 1998.         1999. Senior Vice President of FLA since January 1996. Chief
                                       Actuary of FLA from January 1996 to January 1999. Senior
                                       Vice President of ZLICA and ZD since March 1996. Chief
                                       Actuary of ZLICA and ZD from March 1996 to January 1999.
                                       Director of FLA since June 1997. Director of FKLA and ZLICA
                                       since May 1998. Director of ZD from March 1996 to March
                                       1997. Managing Principal (Partner) of Tillinghast-Towers
                                       Perrin from January 1991 to December 1995.
                                       Consultant/Principal (Partner) of Tillinghast-Towers Perrin
                                       from November 1986 to January 1991.

Edward K. Loughridge (44)              Senior Vice President and Corporate Development Officer of
Senior Vice President and Corporate    FKLA and FLA since January 1996. Senior Vice President and
Development Officer since January      Corporate Development Officer for ZLICA and ZD since March
1996.                                  1996. Senior Vice President of Human Resources of
                                       Zurich-American Insurance Group from February 1992 to March
                                       1996.

Debra P. Rezabek (43)                  Senior Vice President of FKLA and FLA since March 1996.
Senior Vice President since 1996.      Corporate Secretary of FKLA and FLA since January 1996.
General Counsel since 1992. Corporate  Director of FLA since May 1998. Vice President of KILICO,
Secretary since January 1996.          FKLA and FLA since 1995. General Counsel and Director of
                                       Government Affairs of FKLA and FLA since 1992 and of KILICO
                                       since 1993. Senior Vice President, General Counsel and
                                       Corporate Secretary of ZLICA since March 1996. Senior Vice
                                       President, General Counsel and Corporate Secretary of ZD
                                       since March 1996. Director of ZD from March 1996 to March
                                       1997. Secretary of IBS and IBSIA since 1993. Director of IBS
                                       and IBSIA from 1993 to 1996. Assistant General Counsel of
                                       FKLA and FLA from 1988 to 1992. General Counsel and
                                       Assistant Secretary of KILICO, FKLA and FLA from 1992 to
                                       1996. Assistant Secretary of Kemper since January 1996.

Edward L. Robbins (59)                 Senior Vice President and Chief Actuary of FKLA, FLA, ZLICA
Senior Vice President and Chief        and ZD since March 1999. Senior Actuary of FKLA, FLA,
Actuary since March 1999.              KILICO, ZLICA and ZD from July 1998 to February 1999.
                                       Principal of KPMG Peat Marwick LLP from May 1984 to July
                                       1998.

Kenneth M. Sapp (54)                   Senior Vice President of FKLA, FLA and ZLICA since January
Senior Vice President since January    1998. Director of IBS since May 1998. Director of IBSIA
1998.                                  since September 1998. Vice President--Aetna Life Brokerage
                                       of Aetna Life & Annuity Company from February 1992 to
                                       January 1998.

George Vlaisavljevich (56)             Senior Vice President of FKLA, FLA and ZLICA since October
Senior Vice President since October    1996. Senior Vice President of ZD since March 1997. Director
1996.                                  of IBS and IBSIA since October 1996. Executive Vice
                                       President of The Copeland Companies from April 1983 to
                                       September 1996.
</TABLE>


                                       29
<PAGE>   35


<TABLE>
<CAPTION>
            NAME AND AGE
        POSITION WITH KILICO
          YEAR OF ELECTION                OTHER BUSINESS EXPERIENCE DURING PAST 5 YEARS OR MORE
        --------------------              -----------------------------------------------------
<S>                                    <C>
William H. Bolinder (56)               Chairman of the Board of FKLA, FLA and KILICO from January
Director since January 1996.           1996 to June 1999. Director of FKLA and FLA since January
                                       1996. Chairman of the Board of ZLICA and ZD from March 1995
                                       to June 1999. Director of ZLICA and ZD since March 1995.
                                       Chairman of the Board and Director of Kemper since January
                                       1996. Director of SKI since January 1996. Vice Chairman of
                                       SKI from January 1996 to 1998. Member of the Group Executive
                                       Board of Zurich Financial Services Group since 1998. Member
                                       of the Corporate Executive Board of Zurich Insurance Group
                                       from October 1994 to 1998. Chairman of Zurich American
                                       Insurance Company since 1998. Chairman of the Board of
                                       American Guarantee and Liability Insurance Company, Zurich
                                       American Insurance Company of Illinois, American Zurich
                                       Insurance Company and Steadfast Insurance Company since
                                       1995. Chief Executive Officer of American Guarantee and
                                       Liability Insurance Company, Zurich American Insurance
                                       Company of Illinois and American Zurich Insurance Company
                                       from 1986 to June 1995. President of Zurich Holding Company
                                       of America since 1986. Manager of Zurich Insurance Company,
                                       U.S. Branch from 1986 to 1998. Underwriter for Zurich
                                       American Lloyds since 1986.

David A. Bowers (53)                   Director of FKLA and ZLICA since May 1997. Director of FLA
Director since May 1997.               since June 1997. Executive Vice President, Corporate
                                       Secretary and General Counsel of Zurich U.S. since August
                                       1985. Vice President, General Counsel and Secretary of
                                       Kemper since January 1996.

Gunther Gose (54)                      Director of FKLA, FLA and ZLICA since November 1998. Chief
Director since November 1998.          Financial Officer and Member of the Group Executive Board of
                                       Zurich Financial Services since October 1998. Member of the
                                       Corporate Executive Board of Zurich Insurance Group from
                                       April 1990 to October 1998.
</TABLE>


                                 LEGAL MATTERS

     All matters of Illinois law pertaining to the Policy, including the
validity of the Policy and our right to issue the Policy under Illinois
Insurance Law, have been passed upon by Frank J. Julian, our Associate General
Counsel. Jorden Burt Boros Cicchetti Berenson & Johnson LLP, Washington, D.C.,
has advised us on certain legal matters concerning federal securities laws
applicable to the issue and sale of Policies.

                               LEGAL PROCEEDINGS

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


                               YEAR 2000 MATTERS


                        (YEAR 2000 READINESS DISCLOSURE)


     Many existing computer programs were originally designed without
considering the impact of the year 2000 and currently use only two digits to
identify the year in the date field. This issue affects nearly all companies and
organizations and could cause computer applications and systems to fail or
create erroneous results for any transaction with a date of January 1, 2000, or
later.

     Many companies must undertake major projects to address the year 2000
issue. Each company's costs and uncertainties will depend on a number of
factors, including its software and hardware, and the nature of the industry.
Companies must also coordinate with other entities with which they
electronically interact, including suppliers, customers, creditors and other
financial services institutions.

     If a company does not successfully address its year 2000 issues, it could
face material adverse consequences in the form of lawsuits against the company,
lost business, erroneous results and substantial operating problems after
January 1, 2000.

                                       30
<PAGE>   36


     We have taken substantial steps over the last several years to ensure that
our critical systems will be compliant for the year 2000. Such steps have
included the replacement of older systems with new systems which are already
compliant. We have also determined that new systems developed to support new
product introductions in 1997, 1998 and beyond are already year 2000 compliant.
Data processing expenses related solely to bringing our systems in compliance
with the year 2000 amounted to $550 thousand for the first nine months of 1999.
We anticipate that it will cost an additional $108 thousand to bring all
remaining systems into compliance.



     Our policy administration systems have been completely renovated to be year
2000 compliant, and have been tested and have been placed back into production
as of June 30, 1999. All of our ancillary systems confirmed to be year 2000
compliant were in production at September 30, 1999. Testing procedures have
confirmed the performance, functionality, and integration of converted or
replaced platforms, applications, databases, utilities, and interfaces in an
operational environment. Our testing and verification for year 2000 compliance
has encompassed the following:


     - mainframe computing systems;

     - mainframe hardware and systems software;

     - PC/LAN computing systems;

     - PC/LAN hardware and systems software;

     - end-user computing systems;

     - interfaces to and from third parties; and

     - other miscellaneous electronic non-information systems.

     We have also taken steps to determine whether all other entities with which
we electronically interact, including suppliers and other financial services
institutions, are year 2000 compliant.


     If we do not successfully address our year 2000 issues, we could face
material adverse consequences from lawsuits, lost business, erroneous results
and substantial operating problems after January 1, 2000. Although we fully
expect to be year 2000 compliant by the close of 1999, we have developed
contingency plans to handle the most reasonably likely worst case scenarios. The
contingency plans were completed in the third quarter of 1999 and testing of
those plans will continue throughout the fourth quarter of 1999.


                                    EXPERTS


     The consolidated balance sheets of KILICO as of December 31, 1998 and 1997
and the related consolidated statements of operations, comprehensive income,
stockholder's equity, and cash flows for the years ended December 31, 1998 and
1997 have been included herein and in the registration statement in reliance
upon the report of PricewaterhouseCoopers LLP, independent public accountants,
appearing elsewhere herein, and upon the authority of said firm as experts in
accounting and auditing. The consolidated statements of operations,
comprehensive income, stockholder's equity, and cash flows of KILICO and
subsidiaries for the period from January 4, 1996 to December 31, 1996 have been
included herein and in the registration statement in reliance upon the report of
KPMG LLP, independent certified public accountants, appearing elsewhere herein,
and upon the authority of said firm as experts in accounting and auditing.



     The statements of assets and liabilities and policy owners' equity of the
KILICO Variable Separate Account as of December 31, 1998 and the related
statements of operations for the year then ended and the statements of changes
in policy owners' equity for the year then ended and for each of the periods
presented has been included herein in reliance upon the report of
PricewaterhouseCoopers LLP, independent public accountants, appearing elsewhere
herein, and upon the authority of said firm as experts in accounting and
auditing.


     Actuarial matters included in this prospectus have been examined by
Christopher J. Nickele, FSA as stated in the opinion filed as an exhibit to the
Registration Statement.

                             REGISTRATION STATEMENT

     A Registration Statement has been filed with the Securities and Exchange
Commission (SEC) under the Securities Act of 1933, as amended, with respect to
the Policies. For further information concerning the Separate Account, KILICO
and the Policy, reference is made to the Registration Statement as amended with
exhibits. Copies of the Registration Statement are available from the Commission
upon payment of a fee or at the SEC's website at http://www.sec.gov.

                                       31
<PAGE>   37

                              FINANCIAL STATEMENTS


     The included financial statements of the Subaccounts of the Separate
Account do not reflect any assets attributable to the Policy, because we did not
sell the Policy during the period covered by those financial statements.
Instead, those financial statements solely reflect assets and operations
attributable to sales of other variable life insurance contracts issued by the
Separate Account. The financial statements do not cover certain Subaccounts of
the Separate Account, because those Subaccounts were not created until after the
end of the periods covered. The included financial statements should be
considered only as bearing upon our ability to meet our contractual obligations
under the Policy. The investment experience of the Separate Account does not
affect our financial statements.


                             CHANGE OF ACCOUNTANTS

     On September 12, 1997, KILICO appointed the accounting firm of
PricewaterhouseCoopers LLP ("PricewaterhouseCoopers"), formerly Coopers &
Lybrand, LLP, as independent public accountants for the year ended December 31,
1997 to replace KPMG LLP effective with such appointment. Our Board of Directors
approved the selection of PricewaterhouseCoopers as the new independent
accountants. Management had not consulted with PricewaterhouseCoopers on any
accounting, auditing or reporting matter, prior to that time.

     During the fiscal year ended December 31, 1996, there were no disagreements
with KPMG LLP on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure or any reportable events.
KPMG LLP's report on the financial statements for 1996 contained no adverse
opinion or disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles.

     There were no disagreements with PricewaterhouseCoopers on accounting or
financial disclosures for the years ended December 31, 1998 or 1997.

                                       32
<PAGE>   38

                                   APPENDIX A

                         TABLE OF DEATH BENEFIT FACTORS

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

* ATTAINED AGE AS OF THE BEGINNING OF THE POLICY YEAR

                                       33
<PAGE>   39


                                   APPENDIX B



POLICY FORM L-8521  KEMPER INVESTORS LIFE INSURANCE COMPANY


                           SURRENDER TARGET PREMIUMS



<TABLE>
<CAPTION>
        PREFERRED NONTOBACCO   STANDARD NONTOBACCO    PREFERRED TOBACCO    STANDARD TOBACCO
ISSUE   --------------------   --------------------   ------------------   ----------------
 AGE      MALE      FEMALE       MALE      FEMALE      MALE      FEMALE     MALE    FEMALE
- -----   --------   ---------   --------   ---------   -------   --------   ------   -------
<S>     <C>        <C>         <C>        <C>         <C>       <C>        <C>      <C>
  1         NA          NA       7.60        6.30         NA         NA       NA        NA
  2         NA          NA       7.60        6.30         NA         NA       NA        NA
  3         NA          NA       7.60        6.30         NA         NA       NA        NA
  4         NA          NA       7.60        6.30         NA         NA       NA        NA
  5         NA          NA       7.60        6.30         NA         NA       NA        NA
  6         NA          NA       7.60        6.30         NA         NA       NA        NA
  7         NA          NA       7.60        6.30         NA         NA       NA        NA
  8         NA          NA       7.60        6.30         NA         NA       NA        NA
  9         NA          NA       7.60        6.30         NA         NA       NA        NA
 10         NA          NA       7.60        6.30         NA         NA       NA        NA
 11         NA          NA       7.60        6.30         NA         NA       NA        NA
 12         NA          NA       7.60        6.30         NA         NA       NA        NA
 13         NA          NA       7.60        6.30         NA         NA       NA        NA
 14         NA          NA       7.60        6.30         NA         NA       NA        NA
 15       7.60        6.30       7.60        6.30      10.19       8.23    10.19      8.23
 16       7.60        6.30       7.60        6.30      10.19       8.23    10.19      8.23
 17       7.60        6.30       7.60        6.30      10.19       8.23    10.19      8.23
 18       7.60        6.30       7.60        6.30      10.19       8.23    10.19      8.23
 19       7.60        6.30       7.60        6.30      10.19       8.23    10.19      8.23
 20       7.60        6.30       7.60        6.30      10.19       8.23    10.19      8.23
 21       7.81        6.48       7.81        6.48      10.52       8.52    10.52      8.52
 22       8.03        6.67       8.03        6.67      10.84       8.81    10.84      8.81
 23       8.24        6.85       8.24        6.85      11.17       9.10    11.17      9.10
 24       8.46        7.04       8.46        7.04      11.49       9.39    11.49      9.39
 25       8.67        7.22       8.67        7.22      11.82       9.68    11.82      9.68
 26       8.98        7.47       8.98        7.47      12.28      10.06    12.28     10.06
 27       9.29        7.72       9.29        7.72      12.74      10.44    12.74     10.44
 28       9.60        7.97       9.60        7.97      13.21      10.83    13.21     10.83
 29       9.91        8.22       9.91        8.22      13.67      11.21    13.67     11.21
 30      10.22        8.47      10.22        8.47      14.13      11.59    14.13     11.59
 31      10.65        8.78      10.65        8.78      14.76      12.08    14.76     12.08
 32      11.08        9.10      11.08        9.10      15.39      12.57    15.39     12.57
 33      11.50        9.41      11.50        9.41      16.01      13.05    16.01     13.05
 34      11.93        9.73      11.93        9.73      16.64      13.54    16.64     13.54
 35      12.36       10.04      12.36       10.04      17.27      14.03    17.27     14.03
 36      12.94       10.59      12.94       10.59      18.14      14.66    18.14     14.66
 37      13.52       11.13      13.52       11.13      19.01      15.29    19.01     15.29
 38      14.11       11.68      14.11       11.68      19.87      15.93    19.87     15.93
 39      14.69       12.22      14.69       12.22      20.74      16.56    20.74     16.56
 40      15.27       12.77      15.27       12.77      21.61      17.19    21.61     17.19
 41      16.28       13.59      16.28       13.59      22.76      18.01    22.76     18.01
 42      17.29       14.40      17.29       14.40      23.91      18.83    23.91     18.83
 43      18.31       15.22      18.31       15.22      25.05      19.66    25.05     19.66
 44      19.32       16.03      19.32       16.03      26.20      20.48    26.20     20.48
 45      20.33       16.85      20.33       16.85      27.35      21.30    27.35     21.30
 46      21.53       17.57      21.53       17.57      28.94      22.43    28.94     22.43
 47      22.73       18.28      22.73       18.28      30.54      23.56    30.54     23.56
 48      23.92       19.00      23.92       19.00      32.13      24.70    32.13     24.70
 49      25.12       19.71      25.12       19.71      33.73      25.83    33.73     25.83
 50      26.32       20.43      26.32       20.43      35.32      26.96    35.32     26.96
 51      27.88       21.24      27.88       21.24      37.33      28.38    37.33     28.38
 52      29.44       22.06      29.44       22.06      39.34      29.80    39.34     29.80
 53      31.00       22.87      31.00       22.87      41.36      31.23    41.36     31.23
 54      32.56       23.69      32.56       23.69      43.37      32.65    43.37     32.65
 55      34.12       24.50      34.12       24.50      45.38      34.07    45.38     34.07
 56      34.67       25.41      34.67       25.41      46.50      34.71    46.50     34.71
 57      35.21       26.32      35.21       26.32      47.62      35.34    47.62     35.34
</TABLE>


                                       34
<PAGE>   40


<TABLE>
<CAPTION>
        PREFERRED NONTOBACCO   STANDARD NONTOBACCO    PREFERRED TOBACCO    STANDARD TOBACCO
ISSUE   --------------------   --------------------   ------------------   ----------------
 AGE      MALE      FEMALE       MALE      FEMALE      MALE      FEMALE     MALE    FEMALE
- -----   --------   ---------   --------   ---------   -------   --------   ------   -------
<S>     <C>        <C>         <C>        <C>         <C>       <C>        <C>      <C>
 58      35.76       27.24      35.76       27.24      48.73      35.98    48.73     35.98
 59      36.30       28.15      36.30       28.15      49.85      36.61    49.85     36.61
 60      36.85       29.06      36.85       29.06      50.97      37.25    50.97     37.25
 61      38.65       30.50      38.65       30.50      50.76      38.80    50.76     38.80
 62      40.45       31.93      40.45       31.93      50.56      40.35    50.56     40.35
 63      42.25       33.37      42.25       33.37      50.35      41.90    50.35     41.90
 64      44.05       34.80      44.05       34.80      50.15      43.45    50.15     43.45
 65      45.85       36.24      45.85       36.24      49.94      45.00    49.94     45.00
 66      46.34       38.72      46.34       38.72      49.72      45.75    49.72     45.75
 67      46.84       41.19      46.84       41.19      49.49      46.50    49.49     46.50
 68      47.33       43.67      47.33       43.67      49.27      47.24    49.27     47.24
 69      47.83       46.14      47.83       46.14      49.04      47.99    49.04     47.99
 70      48.32       48.62      48.32       48.62      48.82      48.74    48.82     48.74
 71      47.87       47.86      47.87       47.86      48.65      48.11    48.65     48.11
 72      47.41       47.11      47.41       47.11      48.49      47.48    48.49     47.48
 73      46.96       46.35      46.96       46.35      48.32      46.85    48.32     46.85
 74      46.50       45.60      46.50       45.60      48.16      46.22    48.16     46.22
 75      47.26       46.78      47.26       46.78      48.55      47.28    48.55     47.28
 76      47.02       46.39      47.02       46.39      48.44      46.94    48.44     46.94
 77      46.78       46.00      46.78       46.00      48.33      46.60    48.33     46.60
 78      46.53       45.62      46.53       45.62      48.21      46.27    48.21     46.27
 79      46.29       45.23      46.29       45.23      48.10      45.93    48.10     45.93
 80      46.05       44.84      46.05       44.84      47.99      45.59    47.99     45.59
</TABLE>


                                       35
<PAGE>   41

                       REPORT OF INDEPENDENT ACCOUNTANTS

The Board of Directors of
Kemper Investors Life Insurance Company and
Contract Owners of KILICO Variable Separate Account:


     In our opinion, the accompanying statement of assets and liabilities and
contract owners' equity and the related statement of operations and changes in
owner's equity present fairly, in all material respects, the financial position
of the subaccounts of KILICO Variable Separate Account, which includes the Money
Market Subaccount, Total Return Subaccount, Government Securities Subaccount,
Small Cap Growth Subaccount (investment options within the Investors Fund
Series), Equity Income Subaccount, High Income Subaccount (investment options
within the Fidelity VIP Funds), International Subaccount, Growth & Income
Subaccount (investment options within the Scudder Variable Life Investment
Fund), thereof, at December 31, 1998, and the changes in their equity for the
year then ended and for each of the periods presented, except for the Equity
Income Subaccount, High Income Subaccount, International Subaccount, Growth &
Income Subaccount as to which the period is June 15, 1998 (commencement of
operations) to December 31, 1998, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of
Kemper Investors Life Insurance Company's management, our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with generally
accepted auditing standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included direct confirmation of investments owned at December 31,
1998 by correspondence with transfer agents, provides a reasonable basis for the
opinion expressed above.


                                       PricewaterhouseCoopers LLP

Chicago, Illinois
February 19, 1999

                                       36
<PAGE>   42


                      (This page intentionally left blank)


                                       37
<PAGE>   43

KILICO VARIABLE SEPARATE ACCOUNT

STATEMENTS OF ASSETS AND LIABILITIES AND POLICY OWNERS' EQUITY

DECEMBER 31, 1998
(IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                            INVESTORS FUND SERIES
                                                             ---------------------------------------------------
                                                               MONEY                     GOVERNMENT   SMALL CAP
                                                               MARKET     TOTAL RETURN   SECURITIES     GROWTH
                                                             SUBACCOUNT    SUBACCOUNT    SUBACCOUNT   SUBACCOUNT
                                                             ----------   ------------   ----------   ----------
<S>                                                          <C>          <C>            <C>          <C>
ASSETS
  Investments in underlying portfolio funds, at current
     value.................................................     $981         3,681         4,396        1,082
  Dividends and other receivables..........................        3            --            --           --
                                                                ----         -----         -----        -----
          Total assets.....................................      984         3,681         4,396        1,082
LIABILITIES AND POLICY OWNERS' EQUITY
  Liabilities:
     Mortality and expense risk charges....................        1             2             3           --
     Other.................................................       17            --            --           --
                                                                ----         -----         -----        -----
          Total liabilities................................       18             2             3           --
                                                                ----         -----         -----        -----
  Policy owners' equity....................................     $966         3,679         4,393        1,082
                                                                ====         =====         =====        =====
ANALYSIS OF POLICY OWNERS' EQUITY
  Excess of proceeds from units sold over payments for
     units redeemed........................................     $348           948         1,878          920
  Accumulated net investment income........................      618         1,698         1,867           57
  Accumulated net realized gain on sales of investments....       --           816           578           12
  Unrealized appreciation of investments...................       --           217            70           93
                                                                ----         -----         -----        -----
  Policy owners' equity....................................     $966         3,679         4,393        1,082
                                                                ====         =====         =====        =====
</TABLE>


See accompanying notes to financial statements.

                                       38
<PAGE>   44

KILICO VARIABLE SEPARATE ACCOUNT

STATEMENTS OF ASSETS AND LIABILITIES AND POLICY OWNERS' EQUITY (CONTINUED)

DECEMBER 31, 1998
(IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                     SCUDDER VARIABLE LIFE
                                                           FIDELITY VIP FUNDS           INVESTMENT FUNDS
                                                         -----------------------   --------------------------
                                                           EQUITY        HIGH                       GROWTH &
                                                           INCOME       INCOME     INTERNATIONAL     INCOME
                                                         SUBACCOUNT   SUBACCOUNT    SUBACCOUNT     SUBACCOUNT
                                                         ----------   ----------   -------------   ----------
<S>                                                      <C>          <C>          <C>             <C>
ASSETS
  Investments in underlying portfolio funds, at current
     value.............................................      19            2             8              6
  Dividends and other receivables......................      --           --            --             --
                                                             --           --            --             --
          Total assets.................................      19            2             8              6
                                                             --           --            --             --
LIABILITIES AND POLICY OWNERS' EQUITY
  Liabilities:
     Mortality and expense risk charges................      --           --            --             --
     Other.............................................      --           --            --             --
                                                             --           --            --             --
          Total liabilities............................      --           --            --             --
                                                             --           --            --             --
  Policy owners' equity................................      19            2             8              6
                                                             ==           ==            ==             ==
ANALYSIS OF POLICY OWNERS' EQUITY
  Excess of proceeds from units sold over payments for
     units redeemed....................................      19            2             8              6
  Accumulated net investment income....................      --           --            --             --
  Accumulated net realized gain on sales of
     investments.......................................      --           --            --             --
  Unrealized appreciation of investments...............      --           --            --             --
                                                             --           --            --             --
  Policy owners' equity................................      19            2             8              6
                                                             ==           ==            ==             ==
</TABLE>


See accompanying notes to financial statements.

                                       39
<PAGE>   45

KILICO VARIABLE SEPARATE ACCOUNT

STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1998
(IN THOUSANDS)

<TABLE>
<CAPTION>

                                           INVESTORS FUND SERIES                      FIDELITY VIP FUNDS
                             -------------------------------------------------   -----------------------------
                               MONEY        TOTAL      GOVERNMENT   SMALL CAP       EQUITY           HIGH
                               MARKET       RETURN     SECURITIES     GROWTH        INCOME          INCOME
                             SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT(A)   SUBACCOUNT(A)
                             ----------   ----------   ----------   ----------   -------------   -------------
<S>                          <C>          <C>          <C>          <C>          <C>             <C>
Dividends and capital gains
distributions..............     $72           505          273          59            --              --
Mortality and expense risk
  charges..................       6            16           41           4            --              --
                                ---          ----         ----         ---             --              --
  Net investment income....      66           489          232          55            --              --
                                ---          ----         ----         ---             --              --
Net realized and unrealized
  gain (loss) on
  investments:
  Net realized gain (loss)
    on sales of
    investments............      --           (67)         284          12            --              --
  Change in unrealized
    appreciation
    (depreciation) of
    investments............      --            (1)        (253)         75            --              --
                                ---          ----         ----         ---             --              --
Net realized and unrealized
  gain (loss) on
  investments..............      --           (68)          31          87            --              --
                                ---          ----         ----         ---             --              --
Net increase in policy
  owners' equity resulting
  from operations..........     $66           421          263         142            --              --
                                ===          ====         ====         ===             ==              ==

<CAPTION>
                                 SCUDDER VARIABLE LIFE
                                   INVESTMENT FUNDS
                             -----------------------------
                                               GROWTH &
                             INTERNATIONAL      INCOME
                             SUBACCOUNT(A)   SUBACCOUNT(A)
                             -------------   -------------
<S>                          <C>             <C>
Dividends and capital gains
distributions..............       --              --
Mortality and expense risk
  charges..................       --              --
                                   --              --
  Net investment income....       --              --
                                   --              --
Net realized and unrealized
  gain (loss) on
  investments:
  Net realized gain (loss)
    on sales of
    investments............       --              --
  Change in unrealized
    appreciation
    (depreciation) of
    investments............       --              --
                                   --              --
Net realized and unrealized
  gain (loss) on
  investments..............       --              --
                                   --              --
Net increase in policy
  owners' equity resulting
  from operations..........       --              --
                                   ==              ==
</TABLE>


See accompanying notes to financial statements.

                                       40
<PAGE>   46

KILICO VARIABLE SEPARATE ACCOUNT

STATEMENTS OF CHANGES IN POLICY OWNERS' EQUITY

FOR THE YEAR ENDED DECEMBER 31, 1998
(IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                        INVESTORS FUND SERIES
                                                          -------------------------------------------------
                                                            MONEY        TOTAL      GOVERNMENT   SMALL CAP
                                                            MARKET       RETURN     SECURITIES     GROWTH
                                                          SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT
                                                          ----------   ----------   ----------   ----------
<S>                                                       <C>          <C>          <C>          <C>
Operations:
  Net investment income.................................    $   66          489         232           55
  Net realized gain (loss) on sales of investments......        --          (67)        284           12
  Change in unrealized appreciation (depreciation) of
     investments........................................        --           (1)       (253)          75
                                                            ------       ------       -----        -----
     Net increase in policy owners' equity resulting
       from operations..................................        66          421         263          142
                                                            ------       ------       -----        -----
Account unit transactions:
  Proceeds from units sold..............................     5,791           63          32          590
  Net transfers (to) from affiliate and subaccounts.....    (2,163)         638        (399)         318
  Payments for units redeemed...........................    (3,694)        (479)       (200)        (192)
                                                            ------       ------       -----        -----
     Net increase (decrease) in policy owners' equity
       from account unit transactions...................       (66)         222        (567)         716
                                                            ------       ------       -----        -----
Total increase (decrease) in policy owners' equity......        --          643        (304)         858
Policy owners' equity:
  Beginning of period...................................       966        3,036       4,697          224
                                                            ------       ------       -----        -----
  End of period.........................................    $  966        3,679       4,393        1,082
                                                            ======       ======       =====        =====
</TABLE>


See accompanying notes to financial statements.

                                       41
<PAGE>   47

KILICO VARIABLE SEPARATE ACCOUNT

STATEMENTS OF CHANGES IN POLICY OWNERS' EQUITY (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 1998
(IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                     SCUDDER VARIABLE LIFE
                                                      FIDELITY VIP FUNDS               INVESTMENT FUNDS
                                                 -----------------------------   -----------------------------
                                                    EQUITY           HIGH                          GROWTH &
                                                    INCOME          INCOME       INTERNATIONAL      INCOME
                                                 SUBACCOUNT(A)   SUBACCOUNT(A)   SUBACCOUNT(A)   SUBACCOUNT(A)
                                                 -------------   -------------   -------------   -------------
<S>                                              <C>             <C>             <C>             <C>
Operations:
  Net investment income........................       --              --              --              --
  Net realized gain on sales of investments....       --              --              --              --
  Change in unrealized appreciation of
     investments...............................       --              --              --              --
                                                      --               --             --              --
     Net increase in policy owners'
       equity resulting from operations........       --              --              --              --
                                                      --               --             --              --
Account unit transactions:
  Proceeds from units sold.....................       11              --               2               4
  Net transfers from affiliate and
     subaccounts...............................       10               2               7               4
  Payments for units redeemed..................       (2)             --              (1)             (2)
                                                      --               --             --              --
     Net increase in policy owners' equity from
       account unit transactions...............       19               2               8               6
                                                      --               --             --              --
Total increase in policy owners' equity........       19               2               8               6
Policy owners' equity:
  Beginning of period..........................       --              --              --              --
                                                      --               --             --              --
  End of period................................       19               2               8               6
                                                      ==               ==             ==              ==
</TABLE>


(a) For the period June 15, 1998 (commencement of operations) to December 31,
    1998

See accompanying notes to financial statements.

                                       42
<PAGE>   48

KILICO VARIABLE SEPARATE ACCOUNT

STATEMENTS OF CHANGES IN POLICY OWNERS' EQUITY

FOR THE YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                        INVESTORS FUND SERIES
                                                          -------------------------------------------------
                                                            MONEY        TOTAL      GOVERNMENT   SMALL CAP
                                                            MARKET       RETURN     SECURITIES     GROWTH
                                                          SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT
                                                          ----------   ----------   ----------   ----------
<S>                                                       <C>          <C>          <C>          <C>
Operations:
  Net investment income.................................   $    34         390          283            2
  Net realized gain (loss) on sales of investments......        --         426           19           --
  Change in unrealized appreciation (depreciation) of
     investments........................................        --        (281)          17           18
                                                           -------       -----        -----         ----
     Net increase (decrease) in policy owners' equity
       resulting from operations........................        34         535          319           20
                                                           -------       -----        -----         ----
Account unit transactions:
  Proceeds from units sold..............................     2,965          27           32          137
  Net transfers (to) from affiliate and subaccounts.....    (1,059)       (400)         492           93
  Payments for units redeemed...........................    (2,011)       (217)        (131)         (28)
                                                           -------       -----        -----         ----
     Net increase (decrease) in policy owners' equity
       from account unit transactions...................      (105)       (590)         393          202
                                                           -------       -----        -----         ----
Total increase (decrease) in policy owners' equity......       (71)        (55)         712          222
Policy owners' equity:
  Beginning of period...................................     1,037       3,091        3,985            2
                                                           -------       -----        -----         ----
  End of period.........................................   $   966       3,036        4,697          224
                                                           =======       =====        =====         ====
</TABLE>


See accompanying notes to financial statements.

                                       43
<PAGE>   49

KILICO VARIABLE SEPARATE ACCOUNT
NOTES TO FINANCIAL STATEMENTS

(1) GENERAL INFORMATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

     Kemper Investors Life Insurance Company Variable Separate Account (the
"Separate Account") is a unit investment trust registered under the Investment
Company Act of 1940, as amended, established by Kemper Investors Life Insurance
Company ("KILICO"). KILICO is a wholly-owned subsidiary of Zurich Financial
Services ("ZFS"). ZFS was formed with the September 7, 1998 merger of the Zurich
Group with the financial services business of B.A.T. Industries. ZFS is owned by
Zurich Allied AG and Allied Zurich p.l.c., fifty-seven percent and forty-three
percent, respectively. Zurich Allied AG, representing the financial interest of
the former Zurich Group, is listed on the Swiss Market Index (SMI) replacing
Zurich. Allied Zurich p.l.c., representing the financial interest of the
financial services business of B.A.T. Industries, is included in the FTSE-100
Share Index in London.

     The Separate Account is used to fund policies ("Policy") for Select
variable universal life policies and Power V flexible premium variable universal
life policies. The Separate Account is divided into twenty-three subaccounts.
The Select policies have five subaccounts which are available to Policy Owners
and each subaccount invests exclusively in the shares of a corresponding
portfolio of the Investors Fund Series, an open-end diversified management
investment company. The Power V policies have twenty-three subaccounts which are
available to Policy Owners and each subaccount invests exclusively in the shares
of a corresponding portfolio of the Investors Fund Series, the American Skandia
Trust, the Fidelity VIP Funds and the Scudder Variable Life Investment Funds,
all of which are open-end diversified management investment companies.

ESTIMATES

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that could affect the reported amounts of assets and liabilities as
well as the disclosure of contingent amounts at the date of the financial
statements. As a result, actual results reported as income and expenses could
differ from the estimates reported in the accompanying financial statements.

SECURITY VALUATION

     The investments are stated at current value which is based on the closing
bid price, net asset value, at December 31, 1998.

SECURITY TRANSACTIONS AND INVESTMENT INCOME

     Security transactions are accounted for on the trade date (date when KILICO
accepts risks of providing insurance coverage to the insured). Dividends and
capital gains distributions are recorded as income on the ex-dividend date.
Realized gains and losses from security transactions are reported on a first in,
first out (FIFO) cost basis.

ACCOUNT UNIT TRANSACTIONS

     Proceeds from a Policy are automatically allocated to the Money Market
subaccount on the trade date for a 15 day period. At the end of this period, the
Separate Account value (cash value) may be allocated to other subaccounts as
designated by the owner of the Policy.

ACCUMULATION UNIT VALUATION

     On each day the New York Stock Exchange (the "Exchange") is open for
trading, the accumulation unit value is determined as of the earlier of 3:00
p.m. (Central time) or the close of the Exchange by dividing the total value of
each subaccount's investments and other assets, less liabilities, by the number
of accumulation units outstanding in the respective subaccount.

                                       44
<PAGE>   50

FEDERAL INCOME TAXES

     The operations of the Separate Account are included in the federal income
tax return of KILICO. Under existing federal income tax law, investment income
and realized capital gains and losses of the Separate Account increase
liabilities under the policy and are, therefore, not taxed. Thus the Separate
Account may realize net investment income and capital gains and losses without
federal income tax consequences.

(2) SUMMARY OF INVESTMENTS


     Investments as of December 31, 1998 do not include any amounts attributable
to (name of policy) policies because sales had not commenced.


     Investments, at cost, at December 31, 1998, are as follows (in thousands):


<TABLE>
<CAPTION>
                                                              SHARES
                                                              OWNED        COST
                                                              ------      ------
<S>                                                           <C>         <C>
INVESTORS FUND SERIES:
  Money Market Subaccount...................................    981       $  981
  Total Return Subaccount...................................  1,347        3,464
  Government Securities Subaccount..........................  3,639        4,326
  Small Cap Growth Subaccount...............................    549          989
  FIDELITY VIP FUNDS:
  Equity Income Subaccount..................................      1           19
  High Income Subaccount....................................      2            2
  SCUDDER VARIABLE LIFE INVESTMENT FUNDS:
  International Subaccount..................................      1            8
  Growth & Income Subaccount................................      1            6
                                                                          ------
       TOTAL INVESTMENTS AT COST............................              $9,795
                                                                          ======
</TABLE>


A description of the underlying investments are summarized below.

INVESTORS FUND SERIES

     MONEY MARKET SUBACCOUNT:  This subaccount seeks maximum current income to
the extent consistent with stability of principal from a portfolio of high
quality money market instruments. The Portfolio seeks to maintain a net asset
value of $1.00 per share but there can be no assurance that the Portfolio will
be able to do so.

     TOTAL RETURN SUBACCOUNT:  This subaccount seeks a high total return, a
combination of income and capital appreciation, consistent with reasonable risk.


     GOVERNMENT SECURITIES SUBACCOUNT:  This subaccount seeks high current
return consistent with preservation of capital.



     SMALL CAP GROWTH SUBACCOUNT:  This subaccount seeks maximum appreciation of
investors' capital.



FIDELITY VIP FUNDS



     EQUITY-INCOME SUBACCOUNT:  This subaccount seeks reasonable income.



     HIGH INCOME SUBACCOUNT:  This subaccount seeks a high level of current
income while also considering growth of capital.


SCUDDER VARIABLE LIFE INVESTMENT FUNDS

     INTERNATIONAL SUBACCOUNT:  This subaccount seeks long-term growth of
capital principally from a diversified portfolio of foreign equity securities.

     GROWTH & INCOME SUBACCOUNT:  This subaccount seeks long-term growth of
capital, current income and growth of income from a portfolio consisting
primarily of common stocks and securities convertible into common stocks.

                                       45
<PAGE>   51
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(3) TRANSACTIONS WITH AFFILIATES

     KILICO provides a death benefit payment upon the death of the Policy Owner
under the terms of the death benefit option selected by the Policy Owner as
further described in the Policy. KILICO assesses a monthly charge to the
subaccounts for the cost of providing this insurance protection to the Policy
Owner. These cost of insurance charges vary with the issue age, sex and rate
class of the Policy Owner, and are allocated among the subaccounts in the
proportion of each subaccount to the Separate Account value. Cost of insurance
charges totaled $111,539 and $1,454,886 for the Select and Power V variable
universal life products, respectively, for the year ended December 31, 1998.
Additionally, KILICO assesses a daily charge to the subaccounts for mortality
and expense risk assumed by KILICO at an annual rate of .90% of assets.

     Proceeds payable on the surrender of a Policy are reduced by the amount of
any applicable contingent deferred sales charge.

     A state and local premium tax charge of 2.5% is deducted from each premium
payment under the Power V policy prior to allocation of the net premium. This
charge is to reimburse KILICO for the payment of state premium taxes. KILICO
expects to pay an average state premium tax rate of approximately 2.5% but the
actual premium tax attributable to a Policy may be more or less. Under Section
848 of the Internal Revenue Code (the "Code"), the receipt of premium income by
a life insurance company requires the deferral of a portion of the acquisition
cost over a maximum of a 120 month period. The effect of Section 848 for KILICO
is an acceleration of income recognition over a deferral of the associated
deductions for tax purposes; this is referred to as deferred acquisition cost
or, the "DAC tax". As compensation for this accelerated liability, a DAC tax
charge of 1.00% of each premium dollar is deducted from the premium by KILICO
before investment of a policy owner's funds into the Separate Account.

     Policy loans are also provided for under the terms of the Policy. The
minimum amount of the loan is $500 and is limited to 90% of the Policy's
investment value, less applicable surrender charges. Interest is assessed
against a policy loan under the terms of the Policy. Policy loans are carried in
KILICO's general account.

     Scudder Kemper Investments, Inc., an affiliated company, is the investment
manager of the Investors Fund Series portfolios and the Scudder Variable Life
Investment Funds.

     American Skandia Investment Services, Incorporated is the investment
manager for the American Skandia Trust and Fidelity Investments is the
investment manager for the Fidelity VIP Funds. Neither of these entities are
affiliated with KILICO.

     Investors Brokerage Services, Inc., a wholly-owned subsidiary of KILICO, is
the principal underwriter for the Separate Account.

(4) NET TRANSFERS (TO) FROM AFFILIATE OR SUBACCOUNTS

     Net transfers (to) from affiliate or subaccounts include transfers of all
or part of the Policy Owner's interest to or from another eligible subaccount or
to the general account of KILICO.

                                       46
<PAGE>   52

(5) POLICY OWNERS' EQUITY


     Policy Owners' Equity as of December 31, 1998 does not include any amounts
attributable to the Policy because sales had not commenced prior to December 31,
1998.



     Policy owners' equity for the policies listed below, at December 31, 1998,
is as follows (in thousands, except unit value; differences are due to
rounding):



<TABLE>
<CAPTION>
                                                                NUMBER               POLICY
                                                                  OF       UNIT      OWNERS'
                                                                UNITS      VALUE     EQUITY
                                                                ------     -----     -------
<S>                                                             <C>       <C>        <C>
                      POWER V POLICIES
INVESTORS FUND SERIES:
Money Market Subaccount.....................................      578     $ 1.098    $  636
Total Return Subaccount.....................................       27       3.811       103
Government Securities Subaccount............................       15       1.380        21
Small Cap Growth Subaccount.................................      414       2.610     1,082
FIDELITY VIP FUNDS:
Equity Income Subaccount....................................        1      25.296        19
High Income Subaccount......................................        0      11.474         2
SCUDDER VARIABLE LIFE INVESTMENT FUNDS:
International Subaccount....................................        1      14.439         8
Growth & Income Subaccount..................................        1      11.275         6
                                                                                     ------
     TOTAL POWER V POLICY OWNERS' EQUITY....................                         $1,877
                                                                                     ======
</TABLE>



<TABLE>
<S>                                                             <C>       <C>        <C>
SELECT POLICIES
INVESTORS FUND SERIES:
Money Market Subaccount.....................................      193     $ 1.704    $  330
Total Return Subaccount.....................................    1,260       2.839     3,576
Government Securities Subaccount............................    2,047       2.136     4,372
                                                                                     ------
     TOTAL SELECT POLICY OWNERS' EQUITY.....................                         $8,278
                                                                                     ======
</TABLE>


                                       47
<PAGE>   53

            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                       (in thousands, except share data)

<TABLE>
<CAPTION>
                                                                SEPTEMBER 30    DECEMBER 31
                                                                    1999           1998
                                                                ------------    -----------
                                                                (UNAUDITED)
<S>                                                             <C>             <C>
ASSETS
Investments:
  Fixed maturities, available for sale, at fair value
     (amortized cost: September 30, 1999, $3,341,115;
     December 31, 1998, $3,421,535).........................    $ 3,260,445     $ 3,482,820
  Trading account securities at fair value (amortized cost:
     September 30, 1999, $143,953; December 31, 1998,
     $99,095)...............................................        139,490         101,781
  Short-term investments....................................         32,902          58,334
  Joint venture mortgage loans..............................         67,338          65,806
  Third-party mortgage loans................................         63,979          76,520
  Other real estate-related investments.....................         24,705          22,049
  Policy loans..............................................        263,903         271,540
  Equity securities.........................................         62,032          66,854
  Other invested assets.....................................         24,858          23,645
                                                                -----------     -----------
          Total investments.................................      3,939,652       4,169,349
Cash........................................................         18,975          13,486
Accrued investment income...................................        126,053         124,213
Goodwill....................................................        207,093         216,651
Value of business acquired..................................        123,676         118,850
Deferred insurance acquisition costs........................        144,495          91,543
Federal income tax recoverable..............................         33,968              --
Deferred income taxes.......................................         64,824          35,059
Reinsurance recoverable.....................................        319,071         344,837
Receivable on sales of securities...........................             --           3,500
Other assets and receivables................................         19,135          23,029
Assets held in separate accounts............................      8,174,741       7,099,204
                                                                -----------     -----------
          Total assets......................................    $13,171,683     $12,239,721
                                                                ===========     ===========
LIABILITIES AND STOCKHOLDER'S EQUITY
Future policy benefits......................................    $ 3,789,748     $ 3,906,391
Benefits and funds payable..................................        413,947         318,369
Other accounts payable and liabilities......................         61,139          61,898
Liabilities related to separate accounts....................      8,174,741       7,099,204
                                                                -----------     -----------
          Total liabilities.................................     12,439,575      11,385,862
                                                                -----------     -----------
Commitments and contingent liabilities
Stockholder's equity:
Capital stock -- $10 par value, authorized 300,000 shares;
  outstanding 250,000 shares................................          2,500           2,500
Additional paid-in capital..................................        804,347         804,347
Accumulated other comprehensive income (loss)...............        (73,940)         32,975
Retained earnings (deficit).................................           (799)         14,037
                                                                -----------     -----------
          Total stockholder's equity........................        732,108         853,859
                                                                -----------     -----------
          Total liabilities and stockholder's equity........    $13,171,683     $12,239,721
                                                                ===========     ===========
</TABLE>

See accompanying notes to consolidated financial statements (unaudited).

                                       48
<PAGE>   54

            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (in thousands)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                            NINE MONTHS ENDED       THREE MONTHS ENDED
                                                               SEPTEMBER 30            SEPTEMBER 30
                                                           --------------------    --------------------
                                                             1999        1998        1999        1998
                                                             ----        ----        ----        ----
<S>                                                        <C>         <C>         <C>         <C>
REVENUE
Net investment income....................................  $196,943    $205,910    $ 65,742    $ 66,892
Realized investment gains (losses).......................   (10,787)     26,478      (7,843)      8,951
Premium income...........................................    15,896      16,422       4,990       5,278
Separate account fees and charges........................    49,374      50,206      12,668      15,826
Other income.............................................     8,713       7,765       2,744       1,805
                                                           --------    --------    --------    --------
          Total revenue..................................   260,111     306,781      78,301      98,752
                                                           --------    --------    --------    --------
BENEFITS AND EXPENSES
Interest credited to policyholders.......................   122,047     134,147      40,763      43,978
Claims and other policyholder benefits...................    12,079      35,973       3,031      10,273
Taxes, licenses and fees.................................    16,018      10,956       2,185       1,198
Commissions..............................................    47,511      29,131      18,090      11,082
Operating expenses.......................................    33,891      32,781      11,230      10,528
Deferral of insurance acquisition costs..................   (52,595)    (34,760)    (19,495)    (13,160)
Amortization of insurance acquisition costs..............     7,699       5,135       4,091       3,491
Amortization of value of business acquired...............    12,189      17,907       3,920       6,359
Amortization of goodwill.................................     9,558       9,558       3,186       3,188
                                                           --------    --------    --------    --------
          Total benefits and expenses....................   208,397     240,828      67,001      76,937
                                                           --------    --------    --------    --------
Income before income tax expense.........................    51,714      65,953      11,300      21,815
Income tax expense (benefit)
  Current................................................    38,613      40,942      (1,609)      8,263
  Deferred...............................................   (17,063)    (13,093)      6,439         565
                                                           --------    --------    --------    --------
          Total income tax expense.......................    21,550      27,849       4,830       8,828
                                                           --------    --------    --------    --------
          Net income.....................................  $ 30,164    $ 38,104    $  6,470    $ 12,987
                                                           ========    ========    ========    ========
</TABLE>

See accompanying notes to consolidated financial statements (unaudited).

                                       49
<PAGE>   55

            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                                 (in thousands)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                         NINE MONTHS ENDED     THREE MONTHS ENDED
                                                            SEPTEMBER 30          SEPTEMBER 30
                                                        --------------------   ------------------
                                                          1999        1998       1999      1998
                                                          ----        ----       ----      ----
<S>                                                     <C>         <C>        <C>        <C>
NET INCOME...........................................   $  30,164   $ 38,104   $  6,470   $12,987
OTHER COMPREHENSIVE INCOME (LOSS), BEFORE TAX:
  Unrealized holding gains (losses) on investments
     arising during period:
     Unrealized holding gains (losses) on
       investments...................................    (140,670)    64,374    (26,576)   53,852
     Adjustment to value of business acquired........      16,683    (14,165)     3,730    (8,678)
     Adjustment to deferred insurance acquisition
       costs.........................................       8,915     (4,656)     2,207    (2,801)
                                                        ---------   --------   --------   -------
          Total unrealized holding gains (losses) on
            investments arising during period........    (115,072)    45,553    (20,639)   42,373
                                                        ---------   --------   --------   -------
  Less reclassification adjustments for items
     included in net income:
     Adjustment for (gains) losses included in
       realized investment gains (losses)............      13,039      1,800      5,072      (621)
     Adjustment for amortization of premium on fixed
       maturities included in net investment
       income........................................      (9,022)   (12,882)    (2,197)   (4,031)
     Adjustment for (gains) losses included in
       amortization of value of business acquired....        (331)    (4,379)       267    (1,046)
     Adjustment for (gains) losses included in
       amortization of insurance acquisition costs...         859       (900)       567       (40)
                                                        ---------   --------   --------   -------
          Total reclassification adjustments for
            items included in net income.............       4,545    (16,361)     3,709    (5,738)
                                                        ---------   --------   --------   -------
Other comprehensive income (loss), before related
  income tax expense (benefit).......................    (119,617)    61,914    (24,348)   48,111
Related income tax expense (benefit).................     (12,702)    21,670      1,786    16,839
                                                        ---------   --------   --------   -------
Other comprehensive income (loss), net of tax........    (106,915)    40,244    (26,134)   31,272
                                                        ---------   --------   --------   -------
          Comprehensive income (loss)................   $ (76,751)  $ 78,348   $(19,664)  $44,259
                                                        =========   ========   ========   =======
</TABLE>

See accompanying notes to consolidated financial statements (unaudited).

                                       50
<PAGE>   56

            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                    NINE MONTHS ENDED
                                                                       SEPTEMBER 30
                                                                --------------------------
                                                                   1999            1998
                                                                   ----            ----
<S>                                                             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income................................................    $    30,164      $  38,104
  Reconcilement of net income to net cash provided (used):
     Realized investment (gains) losses.....................         10,787        (26,478)
     Net change in trading account securities...............        (44,739)            --
     Interest credited and other charges....................        119,646        131,438
     Deferred insurance acquisition costs...................        (44,896)       (29,625)
     Amortization of value of business acquired.............         12,189         17,907
     Amortization of goodwill...............................          9,558          9,558
     Amortization of discount and premium on investments....          9,510         12,883
     Deferred income taxes..................................        (17,064)       (13,094)
     Net change in current Federal income taxes.............        (54,254)       (89,674)
     Benefits and premium taxes due related to separate
      account bank-owned life insurance.....................         96,355         59,207
     Other, net.............................................          9,078         (9,054)
                                                                -----------      ---------
     Net cash flow provided by operating activities.........        136,334        101,172
                                                                -----------      ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Cash from investments sold or matured:
     Fixed maturities held to maturity......................        281,197        373,576
     Fixed maturities sold prior to maturity................      1,014,262        688,702
     Equity securities......................................         11,377            571
     Mortgage loans, policy loans and other invested
      assets................................................         59,554        106,515
  Cost of investments purchased or loans originated:
     Fixed maturities.......................................     (1,233,431)      (998,849)
     Equity securities......................................         (8,703)       (74,171)
     Mortgage loans, policy loans and other invested
      assets................................................        (37,154)       (39,987)
  Short-term investments, net...............................         25,432        210,600
  Net change in receivable and payable for securities
     transactions...........................................          9,718          6,790
                                                                -----------      ---------
     Net cash provided by investing activities..............        122,252        273,747
                                                                -----------      ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Policyholder account balances:
     Deposits...............................................        270,261        123,413
     Withdrawals............................................       (480,783)      (507,283)
  Dividends to parent.......................................        (45,000)            --
  Other.....................................................          2,425         15,846
                                                                -----------      ---------
     Net cash used in financing activities..................       (253,097)      (368,024)
                                                                -----------      ---------
Net increase in cash........................................          5,489          6,895
Cash at the beginning of period.............................         13,486         23,868
                                                                -----------      ---------
Cash at the end of the period...............................    $    18,975      $  30,763
                                                                ===========      =========
</TABLE>

See accompanying notes to consolidated financial statements (unaudited).

                                       51
<PAGE>   57

            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Kemper Investors Life Insurance Company ("KILICO") is incorporated under the
   insurance laws of the State of Illinois. KILICO is licensed in the District
   of Columbia and all states, except New York. KILICO is a wholly-owned
   subsidiary of Kemper Corporation ("Kemper"), a nonoperating holding company.

   The accompanying consolidated financial statements have been prepared in
   conformity with generally accepted accounting principles.

2. In the opinion of management, all necessary adjustments consisting of normal
   recurring accruals have been made for a fair presentation of the results of
   KILICO for the periods included in these financial statements. These
   financial statements should be read in conjunction with the financial
   statements and related notes in the 1998 Annual Report on Form 10-K.

3. KILICO, along with its affiliates Federal Kemper Life Assurance Company,
   Zurich Life Insurance Company of America, Fidelity Life Association (a Mutual
   Legal Reserve Company) and Zurich Direct, Inc. operate under the trade name
   Zurich Kemper Life ("ZKL"). ZKL is segregated by Strategic Business Unit
   ("SBU"). The SBU concept has each SBU concentrate on a specific customer
   market. The SBU is the focal point of ZKL because it is at the SBU level that
   ZKL can clearly identify customer segments and then work to understand and
   satisfy the needs of each customer. The contributions of ZKL's SBUs to
   consolidated revenues, operating results and certain balance sheet data
   pertaining thereto, are shown in the following tables on the basis of
   generally accepted accounting principles.

   ZKL is segregated into the Agency, Financial Institutions, Retirement
   Solutions and Direct SBUs. The SBUs are not managed at the legal entity
   level, but rather at the ZKL level. ZKL's SBUs cross legal entity lines, as
   certain similar products are sold by more than one legal entity.

                                       52
<PAGE>   58

            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES

     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)

     Summarized financial information for ZKL's SBUs are as follows:

     As of and for the period ending September 30, 1999:
(in thousands)

<TABLE>
<CAPTION>
                                                          FINANCIAL      RETIREMENT
                                             AGENCY      INSTITUTIONS    SOLUTIONS     DIRECT        TOTAL
                                             ------      ------------    ----------    ------        -----
<S>                                        <C>           <C>             <C>           <C>        <C>
Total revenues.........................    $  264,940     $  153,319     $  100,180    $34,566    $   553,005
                                           ==========     ==========     ==========    =======    ===========
Net income (loss)......................    $   26,751     $   20,161     $    7,743    $  (644)   $    54,011
                                           ==========     ==========     ==========    =======    ===========
          Total assets.................    $3,099,557     $9,376,982     $4,282,726    $85,176    $16,844,441
                                           ==========     ==========     ==========    =======    ===========
</TABLE>

<TABLE>
<CAPTION>
                                                                                 NET
                                                                REVENUE     INCOME (LOSS)      ASSETS
                                                                -------     -------------      ------
<S>                                                             <C>         <C>              <C>
Total revenue, net income (loss) and assets, respectively,
from above:.................................................    $553,005       $54,011       $16,844,441
Less:
  Revenue, net income & assets of FKLA......................     227,015        22,258         3,222,738
  Revenue, net income & assets of ZLICA.....................      37,545         7,951           445,891
  Revenue, net (loss) & assets of Zurich Direct.............      28,334        (6,362)            4,129
                                                                --------       -------       -----------
          Totals per KILICO's consolidated financial
            statements......................................    $260,111       $30,164       $13,171,683
                                                                ========       =======       ===========
</TABLE>

     As of and for the period ending September 30, 1998:
(in thousands)

<TABLE>
<CAPTION>
                                                          FINANCIAL      RETIREMENT
                                             AGENCY      INSTITUTIONS    SOLUTIONS     DIRECT        TOTAL
                                             ------      ------------    ----------    ------        -----
<S>                                        <C>           <C>             <C>           <C>        <C>
Total revenues.........................    $  298,801     $  185,177     $  108,628    $21,733    $   614,339
                                           ==========     ==========     ==========    =======    ===========
Net income.............................    $   20,837     $   23,000     $   15,760    $ 1,387    $    60,984
                                           ==========     ==========     ==========    =======    ===========
          Total assets.................    $3,303,280     $7,099,900     $3,938,266    $23,816    $14,365,262
                                           ==========     ==========     ==========    =======    ===========
</TABLE>

<TABLE>
<CAPTION>
                                                                                 NET
                                                                REVENUE     INCOME (LOSS)      ASSETS
                                                                -------     -------------      ------
<S>                                                             <C>         <C>              <C>
Total revenue, net income (loss) and assets, respectively,
from above:.................................................    $614,339       $60,984       $14,365,262
Less:
  Revenue, net income & assets of FKLA......................     247,935        21,780         3,031,760
  Revenue, net (loss) & assets of ZLICA.....................      41,863          (194)          400,492
  Revenue, net income & assets of Zurich Direct.............      17,760         1,294             4,095
                                                                --------       -------       -----------
          Totals per KILICO's consolidated financial
            statements......................................    $306,781       $38,104       $10,928,915
                                                                ========       =======       ===========
</TABLE>

                                       53
<PAGE>   59

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors and Stockholder of
Kemper Investors Life Insurance Company:

     In our opinion, the accompanying consolidated balance sheets as of December
31, 1998 and 1997 and the related consolidated statements of operations,
comprehensive income, stockholder's equity and cash flows present fairly, in all
material respects, the financial position of Kemper Investors Life Insurance
Company and subsidiaries (the "Company") at December 31, 1998 and 1997, and the
results of their operations and their cash flows for the years then ended, in
conformity with generally accepted accounting principles. In addition, in our
opinion, the financial statement schedules listed in the accompanying index
present fairly, in all material respects, the information set forth therein when
read in conjunction with the related consolidated financial statements. These
financial statements and financial statement schedules are the responsibility of
the Company's management; our responsibility is to express an opinion on these
financial statements and financial statement schedules based on our audits. We
conducted our audits of these statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above. The financial
statements of the Company for the period from January 4, 1996 to December 31,
1996 were audited by other independent accountants whose report, dated March 21,
1997, expressed an unqualified opinion on those statements.

                                       PricewaterhouseCoopers LLP

Chicago, Illinois
March 12, 1999

                                       54
<PAGE>   60

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors and Stockholder
Kemper Investors Life Insurance Company:

     We have audited the accompanying consolidated statements of operations,
comprehensive income, stockholder's equity, and cash flows of Kemper Investors
Life Insurance Company and subsidiaries for the period from January 4, 1996 to
December 31, 1996. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

     We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

     In our opinion, the aforementioned consolidated financial statements
present fairly, in all material respects, the results of operations and the cash
flows of Kemper Investors Life Insurance Company and subsidiaries for the period
from January 4, 1996 to December 31, 1996, in conformity with generally accepted
accounting principles.

                                       KPMG LLP

Chicago, Illinois
March 21, 1997

                                       55
<PAGE>   61

            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                       (in thousands, except share data)

<TABLE>
<CAPTION>
                                                              DECEMBER 31   DECEMBER 31
                                                                 1998          1997
                                                              -----------   -----------
<S>                                                           <C>           <C>
ASSETS
Fixed maturities, available for sale, at fair value
  (amortized cost: December 31, 1998, $3,421,535; December
  31, 1997, $3,644,075).....................................  $ 3,482,820   $ 3,668,643
Trading account securities at fair value (amortized cost:
  December 31, 1998, $99,095)...............................      101,781       --
Short-term investments......................................       58,334       236,057
Joint venture mortgage loans................................       65,806        72,663
Third-party mortgage loans..................................       76,520       102,974
Other real estate-related investments.......................       22,049        44,409
Policy loans................................................      271,540       282,439
Equity securities...........................................       66,854        24,839
Other invested assets.......................................       23,645        20,820
                                                              -----------   -----------
          Total investments.................................    4,169,349     4,452,844
Cash........................................................       13,486        23,868
Accrued investment income...................................      124,213       117,789
Goodwill....................................................      216,651       229,393
Value of business acquired..................................      118,850       138,482
Deferred insurance acquisition costs........................       91,543        59,459
Deferred income taxes.......................................       35,059        39,993
Reinsurance recoverable.....................................      344,837       382,609
Receivable on sales of securities...........................        3,500        20,076
Other assets and receivables................................       23,029         3,187
Assets held in separate accounts............................    7,099,204     5,121,950
                                                              -----------   -----------
          Total assets......................................  $12,239,721   $10,589,650
                                                              ===========   ===========
LIABILITIES
Future policy benefits......................................  $ 3,906,391   $ 4,239,480
Benefits and funds payable..................................      318,369       150,524
Other accounts payable and liabilities......................       61,898       212,133
Liabilities related to separate accounts....................    7,099,204     5,121,950
                                                              -----------   -----------
          Total liabilities.................................   11,385,862     9,724,087
                                                              -----------   -----------
Commitments and contingent liabilities
STOCKHOLDER'S EQUITY
Capital stock--$10 par value,
  authorized 300,000 shares; outstanding 250,000 shares.....        2,500         2,500
Additional paid-in capital..................................      804,347       806,538
Accumulated other comprehensive income......................       32,975        12,637
Retained earnings...........................................       14,037        43,888
                                                              -----------   -----------
          Total stockholder's equity........................      853,859       865,563
                                                              -----------   -----------
          Total liabilities and stockholder's equity........  $12,239,721   $10,589,650
                                                              ===========   ===========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       56
<PAGE>   62

            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                      YEAR ENDED DECEMBER 31
                                                              --------------------------------------
                                                                1998         1997          1996
                                                                ----         ----          ----
<S>                                                           <C>          <C>        <C>
REVENUE
Net investment income.......................................  $273,512     $296,195      $299,688
Realized investment gains...................................    51,868       10,546        13,602
Premium income..............................................    22,346       22,239         7,822
Separate account fees and charges...........................    61,982       85,413        25,309
Other income................................................    10,031       11,087         9,786
                                                              --------     --------      --------
          Total revenue.....................................   419,739      425,480       356,207
                                                              --------     --------      --------
BENEFITS AND EXPENSES
Interest credited to policyholders..........................   176,906      199,782       223,094
Claims incurred and other policyholder benefits.............    28,029       28,372        14,255
Taxes, licenses and fees....................................    30,292       52,608         2,173
Commissions.................................................    39,046       32,602        25,962
Operating expenses..........................................    44,575       36,837        24,678
Deferral of insurance acquisition costs.....................   (46,565)     (38,177)      (27,820)
Amortization of insurance acquisition costs.................    12,082        3,204         2,316
Amortization of value of business acquired..................    17,677       24,948        21,530
Amortization of goodwill....................................    12,744       15,295        10,195
                                                              --------     --------      --------
          Total benefits and expenses.......................   314,786      355,471       296,383
                                                              --------     --------      --------
Income before income tax expense............................   104,953       70,009        59,824
Income tax expense..........................................    39,804       31,292        25,403
                                                              --------     --------      --------
          Net income........................................  $ 65,149     $ 38,717      $ 34,421
                                                              ========     ========      ========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       57
<PAGE>   63

            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                     YEAR ENDED DECEMBER 31
                                                                --------------------------------
                                                                  1998        1997        1996
                                                                  ----        ----        ----
<S>                                                             <C>         <C>         <C>
NET INCOME..................................................    $ 65,149    $ 38,717    $ 34,421
                                                                --------    --------    --------
OTHER COMPREHENSIVE INCOME (LOSS), BEFORE TAX:
  Unrealized holding gains (losses) on investments arising
     during period:
     Unrealized holdings gains (losses) on investments......      25,372      60,802     (84,036)
     Adjustment to value of business acquired...............      (9,332)    (28,562)     16,735
     Adjustment to deferred insurance acquisition costs.....      (2,862)     (2,680)      1,307
                                                                --------    --------    --------
          Total unrealized holding gains (losses) on
            investments arising during period...............      13,178      29,560     (65,994)
                                                                --------    --------    --------
  Less reclassification adjustments for items included in
     net income:
     Adjustment for (gains) losses included in realized
       investment gains.....................................       6,794      (9,016)      3,963
     Adjustment for amortization of premium on fixed
       maturities included in net investment income.........     (17,064)    (17,866)    (26,036)
     Adjustment for (gains) losses included in amortization
       of value of business acquired........................      (7,378)     (2,353)     (4,212)
     Adjustment for (gains) losses included in amortization
       of insurance acquisition costs.......................        (463)       (355)      --
                                                                --------    --------    --------
          Total reclassification adjustments for items
            included in net income..........................     (18,111)    (29,590)    (26,285)
                                                                --------    --------    --------
Other comprehensive income (loss), before related income tax
  expense (benefit).........................................      31,289      59,150     (39,709)
Related income tax expense (benefit)........................      10,952        (985)      7,789
                                                                --------    --------    --------
          Other comprehensive income (loss), net of tax.....      20,337      60,135     (47,498)
                                                                --------    --------    --------
          Comprehensive income (loss).......................    $ 85,486    $ 98,852    $(13,077)
                                                                ========    ========    ========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       58
<PAGE>   64

            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                         DECEMBER 31
                                                              ----------------------------------
                                                                1998         1997         1996
                                                                ----         ----         ----
<S>                                                           <C>          <C>          <C>
CAPITAL STOCK, beginning and end of period..................  $  2,500     $  2,500     $  2,500
                                                              --------     --------     --------

ADDITIONAL PAID-IN CAPITAL, beginning of period.............   806,538      761,538      743,104
Capital contributions from parent...........................     4,261       45,000       18,434
Adjustment to prior period capital contribution from
  parent....................................................    (6,452)       --           --
                                                              --------     --------     --------
          End of period.....................................   804,347      806,538      761,538
                                                              --------     --------     --------

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS), beginning of
  period....................................................    12,637      (47,498)       --
Other comprehensive income (loss), net of tax...............    20,338       60,135      (47,498)
                                                              --------     --------     --------
          End of period.....................................    32,975       12,637      (47,498)
                                                              --------     --------     --------

RETAINED EARNINGS, beginning of period......................    43,888       34,421        --
Net income..................................................    65,149       38,717       34,421
Dividends to parent.........................................   (95,000)     (29,250)       --
                                                              --------     --------     --------
          End of period.....................................    14,037       43,888       34,421
                                                              --------     --------     --------

          Total stockholder's equity........................  $853,859     $865,563     $750,961
                                                              ========     ========     ========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       59
<PAGE>   65

            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31
                                                        -----------------------------------------
                                                           1998           1997           1996
                                                           ----           ----           ----
<S>                                                     <C>             <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income..........................................  $    65,149     $  38,717     $    34,421
  Reconcilement of net income to net cash provided:
     Realized investment gains........................      (51,868)      (10,546)        (13,602)
     Net change in trading account securities.........       (6,727)       --             --
     Interest credited and other charges..............      173,958       198,206         230,298
     Deferred insurance acquisition costs.............      (34,483)      (34,973)        (25,504)
     Amortization of value of business acquired.......       17,677        24,948          21,530
     Amortization of goodwill.........................       12,744        15,295          10,195
     Amortization of discount and premium on
       investments....................................       17,353        17,866          25,743
     Deferred income taxes............................      (12,469)      (99,370)           (897)
     Net change in current federal income taxes.......      (73,162)       97,386         108,806
     Benefits and premium taxes due related to
       separate account bank-owned life insurance.....      123,884       180,546         --
     Other, net.......................................      (41,477)       17,168         (22,283)
                                                        -----------     ---------     -----------
          Net cash provided from operating
            activities................................      190,579       445,243         368,707
                                                        -----------     ---------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Cash from investments sold or matured:
     Fixed maturities held to maturity................      491,699       229,208         264,383
     Fixed maturities sold prior to maturity..........      882,596       633,872         891,995
     Equity securities................................      107,598        --             --
     Mortgage loans, policy loans and other invested
       assets.........................................      180,316       131,866         168,727
  Cost of investments purchased or loans originated:
     Fixed maturities.................................   (1,319,119)     (606,028)     (1,369,091)
     Equity securities................................      (83,303)       --             --
     Mortgage loans, policy loans and other invested
       assets.........................................      (66,331)      (76,350)       (119,044)
  Short-term investments, net.........................      177,723      (164,361)        300,819
  Net change in receivable and payable for securities
     transactions.....................................         (677)       29,746         (31,667)
  Net change in other assets..........................      --                244             115
                                                        -----------     ---------     -----------
          Net cash provided by investing activities...      370,502       178,197         106,237
                                                        -----------     ---------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Policyholder account balances:
     Deposits.........................................      180,124       145,687         141,159
     Withdrawals......................................     (649,400)     (745,510)       (700,084)
  Capital contributions from parent...................        4,261        45,000          18,434
  Dividends to parent.................................      (95,000)      (29,250)        --
  Other...............................................      (11,448)      (18,275)         42,512
                                                        -----------     ---------     -----------
          Net cash used in financing activities.......     (571,463)     (602,348)       (497,979)
                                                        -----------     ---------     -----------
               Net increase (decrease) in cash........      (10,382)       21,092         (23,035)
CASH, beginning of period.............................       23,868         2,776          25,811
                                                        -----------     ---------     -----------
CASH, end of period...................................  $    13,486     $  23,868     $     2,776
                                                        ===========     =========     ===========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       60
<PAGE>   66

            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

     Kemper Investors Life Insurance Company and subsidiaries (the "Company")
issues fixed and variable annuity products, variable life, term life and
interest-sensitive life insurance products marketed primarily through a network
of financial institutions, securities brokerage firms, insurance agents and
financial planners. The Company is licensed in the District of Columbia and all
states except New York. The Company is a wholly-owned subsidiary of Kemper
Corporation ("Kemper"). Effective January 4, 1996, Zurich Insurance Company
("Zurich"), Insurance Partners, L.P. ("IP") and Insurance Partners Offshore
(Bermuda), L.P. (together with IP, "Insurance Partners") owned 80 percent and 20
percent, respectively, of Kemper and therefore the Company. On February 27,
1998, Zurich acquired Insurance Partner's remaining 20 percent interest for
cash. As a result of this transaction, Kemper and the Company became
wholly-owned subsidiaries of Zurich.

     Effective September 7, 1998, the businesses of Zurich merged with the
financial services business of B.A.T. Industries forming Zurich Financial
Services ("ZFS"). ZFS is owned by Zurich Allied AG and Allied Zurich p.l.c.,
fifty-seven percent and forty-three percent, respectively. Zurich Allied AG,
representing the financial interest of the former Zurich Group, is listed on the
Swiss Market Index, replacing Zurich. Allied Zurich p.l.c., representing the
financial interest of B.A.T. Industries, is included in the FTSE-100 Share Index
in London.

     The financial statements include the accounts of the Company on a
consolidated basis. All significant intercompany balances and transactions have
been eliminated. Certain reclassifications have been made to the 1997 and 1996
consolidated financial statements in order for them to conform to the 1998
presentation.

BASIS OF ACCOUNTING

     The acquisition of the Company on January 4, 1996, was accounted for using
the purchase method of accounting. The consolidated financial statements of the
Company prior to January 4, 1996, were prepared on a historical cost basis in
accordance with generally accepted accounting principles. The accompanying
consolidated financial statements of the Company as of and for the years ended
December 31, 1996, 1997 and 1998, have been prepared in conformity with
generally accepted accounting principles.

ESTIMATES

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that could affect the reported amounts of assets and liabilities as
well as the disclosure of contingent assets or liabilities at the date of the
financial statements. As a result, actual results reported as revenue and
expenses could differ from the estimates reported in the accompanying financial
statements. As further discussed in the accompanying notes to the consolidated
financial statements, significant estimates and assumptions affect deferred
insurance acquisition costs, the value of business acquired, provisions for real
estate-related losses and reserves, other-than-temporary declines in values for
fixed maturities, the valuation allowance for deferred income taxes and the
calculation of fair value disclosures for certain financial instruments.

GOODWILL

     The Company reviews goodwill to determine if events or changes in
circumstances may have affected the recoverability of the outstanding goodwill
as of each reporting period. In the event that the Company determines that
goodwill is not recoverable, it would amortize such amounts as additional
goodwill expense in the accompanying financial statements. As of December 31,
1998, the Company believes that no such adjustment is necessary.

     The Company began to amortize goodwill during 1996 on a straight-line basis
over twenty-five years. In December of 1997, the Company changed its
amortization period to twenty years in order to conform to Zurich's accounting
practices and policies. As a result of the change in amortization periods, the
Company recorded an increase in goodwill amortization expense of $5.1 million
during 1997.

                                       61
<PAGE>   67
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
VALUE OF BUSINESS ACQUIRED

     The value of business acquired reflects the estimated fair value of the
Company's life insurance business in force and represents the portion of the
cost to acquire the Company that is allocated to the value of the right to
receive future cash flows from insurance contracts existing at the date of
acquisition. Such value is the present value of the actuarially determined
projected cash flows for the acquired policies.

     The value of the business acquired is amortized over the estimated contract
life of the business acquired in relation to the present value of estimated
gross profits using current assumptions based on an interest rate equal to the
liability or contract rate on the value of business acquired. The estimated
amortization and accretion of interest for the value of business acquired for
each of the years through December 31, 2003 are as follows:

<TABLE>
<CAPTION>
                                                                                                 PROJECTED
                   (IN THOUSANDS)                      BEGINNING                  ACCRETION OF    ENDING
               YEAR ENDED DECEMBER 31                   BALANCE    AMORTIZATION     INTEREST      BALANCE
- ----------------------------------------------------   ---------   ------------   ------------   ---------
<S>                                                    <C>         <C>            <C>            <C>
1996 (actual).......................................   $190,222      $(31,427)       $9,897      $168,692
1997 (actual).......................................    168,692       (34,906)        9,958       143,744
1998 (actual).......................................    143,744       (26,807)        9,129       126,066
1999................................................    126,066       (24,926)        7,741       108,881
2000................................................    108,881       (22,649)        6,619        92,851
2001................................................     92,851       (20,736)        5,577        77,692
2002................................................     77,692       (17,096)        4,695        65,291
2003................................................     65,291       (15,504)        3,948        53,735
</TABLE>

     The projected ending balance of the value of business acquired will be
further adjusted to reflect the impact of unrealized gains or losses on fixed
maturities held as available for sale in the investment portfolio. Such
adjustments are not recorded in the Company's net income but rather are recorded
as a credit or charge to accumulated other comprehensive income, net of income
tax. As of December 31, 1998 and 1997, this adjustment decreased the value of
business acquired by $7.2 million and $5.3 million, respectively, and
accumulated other comprehensive income by approximately $4.7 million and $3.4
million, respectively.

LIFE INSURANCE REVENUE AND EXPENSES

     Revenue for annuities, variable life insurance and interest-sensitive life
insurance products consists of investment income, and policy charges such as
mortality, expense and surrender charges and expense loads for premium taxes on
certain contracts. Expenses consist of benefits and interest credited to
contracts, policy maintenance costs and amortization of deferred insurance
acquisition costs.

     Premiums for term life policies are reported as earned when due. Profits
for such policies are recognized over the duration of the insurance policies by
matching benefits and expenses to premium income.

DEFERRED INSURANCE ACQUISITION COSTS

     The costs of acquiring new business, principally commission expense and
certain policy issuance and underwriting expenses, have been deferred to the
extent they are recoverable from estimated future gross profits on the related
contracts and policies. The deferred insurance acquisition costs for annuities,
separate account business and interest-sensitive life insurance products are
being amortized over the estimated contract life in relation to the present
value of estimated gross profits. Deferred insurance acquisition costs related
to such interest-sensitive products also reflect the estimated impact of
unrealized gains or losses on fixed maturities held as available for sale in the
investment portfolio, through a credit or charge to accumulated other
comprehensive income, net of income tax. The deferred insurance acquisition
costs for term-life insurance products are being amortized over the premium
paying period of the policies.

                                       62
<PAGE>   68
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FUTURE POLICY BENEFITS

     Liabilities for future policy benefits related to annuities and
interest-sensitive life contracts reflect net premiums received plus interest
credited during the contract accumulation period and the present value of future
payments for contracts that have annuitized. Current interest rates credited
during the contract accumulation period range from 3.0 percent to 7.5 percent.
Future minimum guaranteed interest rates vary from 3.0 percent to 4.0 percent.
For contracts that have annuitized, interest rates used in determining the
present value of future payments range principally from 2.5 percent to 12.0
percent.

     Liabilities for future term life policy benefits have been computed
principally by a net level premium method. Anticipated rates of mortality are
based on the 1975-1980 Select and Ultimate Table modified by Company experience,
including withdrawals. Estimated future investment yields are a level 6.8
percent.

GUARANTY FUND ASSESSMENTS

     The Company is liable for guaranty fund assessments related to certain
unaffiliated insurance companies that have become insolvent during the years
1998 and prior. The Company's financial statements include provisions for all
known assessments that are expected to be levied against the Company as well as
an estimate of amounts (net of estimated future premium tax recoveries) that the
Company believes it will be assessed in the future for which the life insurance
industry has estimated the cost to cover losses to policyholders.

INVESTED ASSETS AND RELATED INCOME

     Investments in fixed maturities and equity securities are carried at fair
value. Short-term investments are carried at cost, which approximates fair
value.

     The amortized cost of fixed maturities is adjusted for amortization of
premiums and accretion of discounts to maturity, or in the case of
mortgage-backed and asset-backed securities, over the estimated life of the
security. Such amortization is included in net investment income. Amortization
of the discount or premium from mortgage-backed and asset-backed securities is
recognized using a level effective yield method which considers the estimated
timing and amount of prepayments of the underlying loans and is adjusted to
reflect differences which arise between the prepayments originally anticipated
and the actual prepayments received and currently anticipated. To the extent
that the estimated lives of such securities change as a result of changes in
prepayment rates, the adjustment is also included in net investment income. The
Company does not accrue interest income on fixed maturities deemed to be
impaired on an other-than-temporary basis, or on mortgage loans and other real
estate loans where the likelihood of collection of interest is doubtful.

     Mortgage loans are carried at their unpaid balance, net of unamortized
discount and any applicable reserves or write-downs. Other real estate-related
investments, net of any applicable reserves and write-downs, include: (1) notes
receivable from real estate ventures; (2) investments in real estate ventures,
adjusted for the equity in the operating income or loss of such ventures, and
(3) real estate owned at December 31, 1997, carried at fair value. Real estate
reserves are established when declines in collateral values, estimated in light
of current economic conditions, indicate a likelihood of loss.

     Investments in policy loans and other invested assets, consisting primarily
of venture capital investments and a leveraged lease, are carried primarily at
cost.

     Realized gains or losses on sales of investments, determined on the basis
of identifiable cost on the disposition of the respective investment,
recognition of other-than-temporary declines in value and changes in real
estate-related reserves and write-downs are included in revenue. Net unrealized
gains or losses on revaluation of investments are credited or charged to
accumulated other comprehensive income. Such unrealized gains are recorded net
of deferred income tax expense, while unrealized losses are not tax benefitted.

SEPARATE ACCOUNT BUSINESS

     The assets and liabilities of the separate accounts represent segregated
funds administered and invested by the Company for purposes of funding variable
annuity and variable life insurance contracts for the exclusive benefit of
variable annuity and variable life insurance contract holders. The Company
receives administrative fees from the

                                       63
<PAGE>   69
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
separate account and retains varying amounts of withdrawal charges to cover
expenses in the event of early withdrawals by contract holders. The assets and
liabilities of the separate accounts are carried at fair value.

INCOME TAX

     For the period January 1 through January 4, 1996, the Company's federal
income tax return was consolidated with Kemper and Kemper's other wholly-owned
life insurance subsidiary, Federal Kemper Life Assurance Company ("FKLA"). The
Boards of Directors of Kemper, KILICO and FKLA, adopted a written plan that
provided that federal income taxes would be paid to or recovered from Kemper on
the basis of each company's taxable income or loss as shown on its respective
federal income tax return. In the event of a federal income tax credit which is
greater than the amount recoverable from the other life insurance company or
from the Internal Revenue Service, the funds available would be apportioned
among the life companies entitled to a recovery on the basis of the relationship
of each company's tax credit to the total of all of the life insurance companies
in a deficit position. For the period January 5 through December 31, 1996, and
subsequent years, the Company has filed a separate federal income tax return.

     Deferred taxes are provided on the temporary differences between the tax
and financial statement basis of assets and liabilities.

(2) CASH FLOW INFORMATION

     The Company defines cash as cash in banks and money market accounts. The
Company paid federal income taxes of $126.0 million, $29.0 million and $28.1
million directly to the United States Treasury Department during 1998, 1997 and
1996 respectively.

(3) INVESTED ASSETS AND RELATED INCOME

     The Company is carrying its fixed maturity investment portfolio at
estimated fair value as fixed maturities are considered available for sale. The
carrying value of fixed maturities compared with amortized cost, adjusted for
other-than-temporary declines in value, were as follows:

<TABLE>
<CAPTION>
                                                                                  ESTIMATED UNREALIZED
                                                         CARRYING    AMORTIZED    --------------------
                                                          VALUE         COST       GAINS      LOSSES
                    (in thousands)                       --------    ---------     -----      ------
<S>                                                     <C>          <C>          <C>        <C>
DECEMBER 31, 1998
U.S. treasury securities and obligations of U.S.
  government agencies and authorities.................  $    7,951   $    7,879   $    81    $     (9)
Obligations of states and political subdivisions,
  special revenue and nonguaranteed...................      27,039       26,768       362         (91)
Debt securities issued by foreign governments.........      69,357       67,239     2,266        (148)
Corporate securities..................................   1,908,850    1,866,372    46,664      (4,186)
Mortgage and asset-backed securities..................   1,469,623    1,453,277    19,063      (2,717)
                                                        ----------   ----------   -------    --------
       Total fixed maturities.........................  $3,482,820   $3,421,535   $68,436    $ (7,151)
                                                        ==========   ==========   =======    ========
DECEMBER 31, 1997
U.S. treasury securities and obligations of U.S.
  government agencies and authorities.................  $    6,258   $    6,298   $     4    $    (44)
Obligations of states and political subdivisions,
  special revenue and nonguaranteed...................      29,330       29,308       160        (138)
Debt securities issued by foreign governments.........      92,563       92,722       188        (347)
Corporate securities..................................   1,861,655    1,846,588    24,733      (9,666)
Mortgage and asset-backed securities..................   1,678,837    1,669,159    10,035        (357)
                                                        ----------   ----------   -------    --------
       Total fixed maturities.........................  $3,668,643   $3,644,075   $35,120    $(10,552)
                                                        ==========   ==========   =======    ========
</TABLE>

                                       64
<PAGE>   70
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(3) INVESTED ASSETS AND RELATED INCOME (CONTINUED)
     The carrying value and amortized cost of fixed maturity investments, by
contractual maturity at December 31, 1998, are shown below. Actual maturities
will differ from contractual maturities because borrowers may have the right to
call or prepay obligations with or without call or prepayment penalties and
because mortgage-backed and asset-backed securities provide for periodic
payments throughout their life.

<TABLE>
<CAPTION>
                                                                 CARRYING     AMORTIZED
                                                                  VALUE          COST
                       (in thousands)                            --------     ---------
<S>                                                             <C>           <C>
One year or less............................................    $   44,816    $   44,745
Over one year through five years............................       814,646       802,147
Over five years through ten years...........................       891,767       866,613
Over ten years..............................................       261,968       254,753
Securities not due at a single maturity date, primarily
  mortgage and asset-backed securities(1)...................     1,469,623     1,453,277
                                                                ----------    ----------
       Total fixed maturities...............................    $3,482,820    $3,421,535
                                                                ==========    ==========
</TABLE>

- ---------------
(1) Weighted average maturity of 4.0 years.

     Proceeds from sales of investments in fixed maturities prior to maturity
were $882.6 million, $633.9 million and $892.0 million during 1998, 1997 and
1996, respectively. Gross gains of $10.1 million, $3.1 million and $9.9 million
and gross losses of $8.0 million, $13.7 million and $16.2 million were realized
on sales and write-downs of fixed maturities in 1998, 1997 and 1996,
respectively.

     At December 31, 1998, the Company had 12 separate asset-backed securities
included in fixed maturity investments from trusts formed to collateralize
assets underwritten by Green Tree Financial Corporation, which in aggregate
amounted to $97.7 million. No other individual investments exceeded ten percent
of stockholder's equity at December 31, 1998.

     At December 31, 1998, securities carried at approximately $6.4 million were
on deposit with governmental agencies as required by law.

     Upon default or indication of potential default by an issuer of fixed
maturity securities, the issue(s) of such issuer would be placed on nonaccrual
status and, since declines in fair value would no longer be considered by the
Company to be temporary, would be analyzed for possible write-down. Any such
issue would be written down to its net realizable value during the fiscal
quarter in which the impairment was determined to have become other than
temporary. Thereafter, each issue on nonaccrual status is regularly reviewed,
and additional write-downs may be taken in light of later developments.

     The Company's computation of net realizable value involves judgments and
estimates, so such value should be used with care. Such value determination
considers such factors as the existence and value of any collateral security;
the capital structure of the issuer; the level of actual and expected market
interest rates; where the issue ranks in comparison with other debt of the
issuer; the economic and competitive environment of the issuer and its business;
the Company's view on the likelihood of success of any proposed issuer
restructuring plan; and the timing, type and amount of any restructured
securities that the Company anticipates it will receive.

     The Company's $164.4 million real estate portfolio at December 31, 1998
consists of joint venture and third-party mortgage loans and other real
estate-related investments. At December 31, 1998 and 1997, total impaired real
estate-related loans were as follows:

<TABLE>
<CAPTION>
                                                                DECEMBER 31     DECEMBER 31
                                                                    1998            1997
                       (in millions)                            -----------     -----------
<S>                                                             <C>             <C>
Impaired loans without reserves--gross......................       $83.9           $39.3
Impaired loans with reserves--gross.........................        21.5             2.2
                                                                   -----           -----
       Total gross impaired loans...........................       105.4            41.5
Reserves related to impaired loans..........................       (18.5)           (2.1)
                                                                   -----           -----
       Net impaired loans...................................       $86.9           $39.4
                                                                   =====           =====
</TABLE>

                                       65
<PAGE>   71
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(3) INVESTED ASSETS AND RELATED INCOME (CONTINUED)
     Impaired loans without reserves include loans in which the deficit in
equity investments in real estate-related investments is considered in
determining reserves and write-downs. The Company had an average balance of
$54.6 million and $45.2 million in impaired loans for 1998 and 1997,
respectively. Cash payments received on impaired loans are generally applied to
reduce the outstanding loan balance.

     At December 31, 1998 and 1997, loans on nonaccrual status, before reserves
and write-downs, amounted to $37.4 million and $47.4 million, respectively. The
Company's nonaccrual loans are generally included in impaired loans.

     The sources of net investment income were as follows:

<TABLE>
<CAPTION>
                                                                  1998           1997           1996
                       (in thousands)                           --------       --------       --------
<S>                                                             <C>            <C>            <C>
Interest and dividends on fixed maturities..................    $232,707       $250,170       $250,683
Dividends on equity securities..............................       2,143          2,123            646
Income from short-term investments..........................       5,391          4,128          9,130
Income from mortgage loans..................................      14,964         16,283         20,257
Income from policy loans....................................      21,096         20,549         20,700
Income from other real estate-related investments...........         352          6,631          4,917
Income from other loans and investments.....................       2,223          2,045          2,480
                                                                --------       --------       --------
       Total investment income..............................     278,876        301,929        308,813
Investment expense..........................................      (5,364)        (5,734)        (9,125)
                                                                --------       --------       --------
       Net investment income................................    $273,512       $296,195       $299,688
                                                                ========       ========       ========
</TABLE>

     Net realized investment gains (losses) for the years ended December 31,
1998, 1997 and 1996, were as follows:

<TABLE>
<CAPTION>
                                                                       REALIZED GAINS (LOSSES)
                                                                -------------------------------------
                                                                  1998           1997          1996
                       (in thousands)                           --------       --------       -------
<S>                                                             <C>            <C>            <C>
Real estate-related.........................................    $ 41,362       $ 19,758       $17,462
Fixed maturities............................................       2,158        (10,656)       (6,344)
Trading account securities--gross gains on transfer.........       3,254          --            --
Trading account securities--gross losses on transfer........        (417)         --            --
Trading account securities--holding losses..................        (151)         --            --
Equity securities...........................................       5,496            914         --
Other.......................................................         166            530         2,484
                                                                --------       --------       -------
  Realized investment gains before income tax expense.......      51,868         10,546        13,602
Income tax expense..........................................     (18,154)        (3,691)       (4,761)
                                                                --------       --------       -------
  Net realized investment gains.............................    $ 33,714       $  6,855       $ 8,841
                                                                ========       ========       =======
</TABLE>

                                       66
<PAGE>   72
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(3) INVESTED ASSETS AND RELATED INCOME (CONTINUED)
     Unrealized gains (losses) are computed below as follows: fixed
maturities--the difference between fair value and amortized cost, adjusted for
other-than-temporary declines in value; equity and other securities--the
difference between fair value and cost. The change in net unrealized investment
gains (losses) by class of investment for the years ended December 31, 1998,
1997 and 1996 were as follows:

<TABLE>
<CAPTION>
                                                                 CHANGE IN UNREALIZED GAINS (LOSSES)
                                                              -----------------------------------------
                                                              DECEMBER 31    DECEMBER 31    DECEMBER 31
                                                                  1998           1997          1996
                       (in thousands)                         ------------   ------------   -----------
<S>                                                           <C>            <C>            <C>
Fixed maturities............................................    $ 36,717       $ 87,787      $(63,219)
Equity and other securities.................................      (1,074)          (103)        1,256
Adjustment to deferred insurance acquisition costs..........      (2,399)        (2,325)        1,307
Adjustment to value of business acquired....................      (1,954)       (26,209)       20,947
                                                                --------       --------      --------
  Unrealized gain (loss) before income tax expense
     (benefit)..............................................      31,290         59,150       (39,709)
Income tax expense (benefit)................................      10,952           (985)        7,789
                                                                --------       --------      --------
       Net unrealized gain (loss) on investments............    $ 20,338       $ 60,135      $(47,498)
                                                                ========       ========      ========
</TABLE>

(4) UNCONSOLIDATED INVESTEES

     At December 31, 1998 and 1997 the Company, along with other Kemper
subsidiaries, directly held partnership interests in a number of real estate
joint ventures. The Company's direct and indirect real estate joint venture
investments are accounted for utilizing the equity method, with the Company
recording its share of the operating results of the respective partnerships. The
Company, as an equity owner, has the ability to fund, and historically has
elected to fund, operating requirements of certain of the joint ventures.
Consolidation accounting methods are not utilized as the Company, in most
instances, does not own more than 50 percent in the aggregate, and in any event,
major decisions of the partnership must be made jointly by all partners.

     As of December 31, 1998 and 1997, the Company's net equity investment in
unconsolidated investees amounted to $1.2 million and $19.3 million,
respectively. The Company's share of net income related to such unconsolidated
investees amounted to $241 thousand, $835 thousand and $223 thousand in 1998,
1997 and 1996, respectively.

(5) CONCENTRATION OF CREDIT RISK

     The Company generally strives to maintain a diversified invested asset
portfolio; however, certain concentrations of credit risk exist in mortgage and
asset-backed securities and real estate.

     Approximately 28.0 percent of the Company's investment-grade fixed
maturities at December 31, 1998 were mortgage-backed securities, down from 35.1
percent at December 31, 1997, due to sales and paydowns during 1998. These
investments consist primarily of marketable mortgage pass-through securities
issued by the Government National Mortgage Association, the Federal National
Mortgage Association or the Federal Home Loan Mortgage Corporation and other
investment-grade securities collateralized by mortgage pass-through securities
issued by these entities. The Company has not made any investments in
interest-only or other similarly volatile tranches of mortgage-backed
securities. The Company's mortgage-backed investments are generally AAA credit
quality.

     Approximately 15.4 percent and 10.8 percent of the Company's
investment-grade fixed maturities at December 31, 1998 and 1997, respectively,
consisted of corporate asset-backed securities. The majority of the Company's
investments in asset-backed securities were backed by home equity loans (21.9%),
auto loans (8.2%), manufactured housing loans (14.8%), equipment loans (5.2%),
and commercial mortgage backed securities (22.1%).

     The Company's real estate portfolio is distributed by geographic location
and property type. The geographic distribution of a majority of the real estate
portfolio as of December 31, 1998 was as follows: California (31.5%), Hawaii
(16.2%), Washington (9.9%) and Colorado (9.4%). The property type distribution
of a majority of the real estate portfolio as of December 31, 1998 was as
follows: hotels (39.9%), land (30.9%) and residential (15.5%).

                                       67
<PAGE>   73
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(5) CONCENTRATION OF CREDIT RISK (CONTINUED)
     Undeveloped land represented approximately 30.9 percent of the Company's
real estate portfolio at December 31, 1998. To maximize the value of certain
land and other projects, additional development has been proceeding or has been
planned. Such development of existing projects would continue to require
funding, either from the Company or third parties. In the present real estate
markets, third-party financing can require credit enhancing arrangements (e.g.,
standby financing arrangements and loan commitments) from the Company. The
values of development projects are dependent on a number of factors, including
Kemper's and the Company's plans with respect thereto, obtaining necessary
construction and zoning permits and market demand for the permitted use of the
property. There can be no assurance that such permits will be obtained as
planned or at all, nor that such expenditures will occur as scheduled, nor that
Kemper's and the Company's plans with respect to such projects may not change
substantially.

     Approximately half of the Company's real estate mortgage loans are on
properties or projects where the Company, Kemper, or their affiliates have taken
ownership positions in joint ventures with a small number of partners.

     At December 31, 1998, loans to and investments in joint ventures in which
Patrick M. Nesbitt or his affiliates ("Nesbitt"), a third-party real estate
developer, have ownership interests constituted approximately $64.5 million, or
39.3 percent, of the Company's real estate portfolio. The Nesbitt ventures
consist of nine hotel properties and two office buildings. At December 31, 1998,
the Company did not have any Nesbitt-related off-balance-sheet legal funding
commitments outstanding.

     At December 31, 1998, loans to a master limited partnership (the "MLP")
between subsidiaries of Kemper and subsidiaries of Lumbermens Mutual Casualty
Company ("Lumbermens"), a former affiliate, constituted approximately $51.6
million, or 31.4 percent, of the Company's real estate portfolio. Kemper's
interest is 75 percent at December 31, 1998. At December 31, 1998, MLP-related
commitments accounted for approximately $6.1 million of the Company's
off-balance-sheet legal commitments.

     The remaining significant real estate-related investments amounted to $27.3
million at December 31, 1998 and consisted of various zoned and unzoned
residential and commercial lots located in Hawaii. Due to certain negative
zoning restriction developments in January 1997 and a continuing economic slump
in Hawaii, the Company has placed these real estate-related investments on
nonaccrual status as of December 31, 1996. The Company is currently pursuing the
zoning of all remaining unzoned properties, as well as pursuing steps to sell
all remaining zoned properties. However, due to the state of Hawaii's economy,
which has lagged behind the economic expansion of most of the rest of the United
States, the Company anticipates that it could be several additional years until
the Company completely disposes of all of its investments in Hawaii.

     At December 31, 1998, the Company no longer had any outstanding loans or
investments in projects with the Prime Group, Inc. or its affiliates, as all
such investments have been sold. However, the Company continues to have Prime
Group-related commitments, which accounted for $25.7 million of the Company's
off-balance-sheet legal commitments at December 31, 1998.

(6) INCOME TAXES

     Income tax expense (benefit) was as follows for the years ended December
31, 1998, 1997 and 1996:

<TABLE>
<CAPTION>
                                                              1998          1997          1996
                      (in thousands)                        --------      --------      --------
<S>                                                         <C>           <C>           <C>
Current...................................................  $ 52,274      $130,662      $ 26,300
Deferred..................................................   (12,470)      (99,370)         (897)
                                                            --------      --------      --------
          Total...........................................  $ 39,804      $ 31,292      $ 25,403
                                                            ========      ========      ========
</TABLE>

                                       68
<PAGE>   74
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(6) INCOME TAXES (CONTINUED)
     Additionally, the deferred income tax expense (benefit) related to items
included in other comprehensive income was as follows for the years ended
December 31, 1998, 1997 and 1996:

<TABLE>
<CAPTION>
                                                               1998         1997         1996
                       (in thousands)                         -------      -------      ------
<S>                                                           <C>          <C>          <C>
Unrealized gains and losses on investments..................  $12,475      $ 9,002      $   --
Value of business acquired..................................     (684)      (9,173)      7,331
Deferred insurance acquisition costs........................     (840)        (814)        457
                                                              -------      -------      ------
          Total.............................................  $10,952      $  (985)     $7,789
                                                              =======      =======      ======
</TABLE>

     The actual income tax expense for 1998, 1997 and 1996 differed from the
"expected" tax expense for those years as displayed below. "Expected" tax
expense was computed by applying the U.S. federal corporate tax rate of 35
percent in 1998, 1997, and 1996 to income before income tax expense.

<TABLE>
<CAPTION>
                                                               1998         1997         1996
                       (in thousands)                         -------      -------      -------
<S>                                                           <C>          <C>          <C>
Computed expected tax expense...............................  $36,734      $24,503      $20,938
Difference between "expected" and actual tax expense:
  State taxes...............................................     (434)       1,801          913
  Amortization of goodwill..................................    4,460        5,353        3,568
  Dividend received deduction...............................     (540)       --           --
  Foreign tax credit........................................     (250)        (278)       --
  Other, net................................................     (166)         (87)         (16)
                                                              -------      -------      -------
          Total actual tax expense..........................  $39,804      $31,292      $25,403
                                                              =======      =======      =======
</TABLE>

     Deferred tax assets and liabilities are generally determined based on the
difference between the financial statement and tax basis of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. The Company only records deferred tax
assets if future realization of the tax benefit is more likely than not, with a
valuation allowance recorded for the portion that is not likely to be realized.
The valuation allowance is subject to future adjustments based upon, among other
items, the Company's estimates of future operating earnings and capital gains.

     The Company has established a valuation allowance to reduce the deferred
federal tax asset related to real estate and other investments to the amount
that, based upon available evidence, is, in management's judgment, more likely
than not, to be realized. Any reversals of the valuation allowance are
contingent upon the recognition of future capital gains in the Company's federal
income tax return or a change in circumstances which causes the recognition of
the benefits to become more likely than not. The change in the valuation
allowance is related solely to the change in the net deferred federal tax asset
or liability from unrealized gains or losses on investments.

                                       69
<PAGE>   75
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(6) INCOME TAXES (CONTINUED)
     The tax effects of temporary differences that give rise to significant
portions of the Company's net deferred federal tax assets or liabilities were as
follows:

<TABLE>
<CAPTION>
                                                             DECEMBER 31    DECEMBER 31     DECEMBER 31
                                                                1998            1997            1996
                      (in thousands)                         -----------    ------------    ------------
<S>                                                          <C>            <C>             <C>
Deferred federal tax assets:
  Deferred insurance acquisition costs.....................   $ 86,332        $ 75,522        $  4,520
  Unrealized losses on investments.........................     --              --              16,624
  Life policy reserves.....................................     27,240          43,337          46,452
  Unearned revenue.........................................     42,598          37,243          --
  Real estate-related......................................     13,944          13,400          20,642
  Other investment-related.................................      5,770           3,298           5,409
  Other....................................................      4,923           4,371           3,639
                                                              --------        --------        --------
     Total deferred federal tax assets.....................    180,807         177,171          97,286
  Valuation allowance......................................    (15,201)        (15,201)        (31,825)
                                                              --------        --------        --------
     Total deferred federal tax assets after valuation
       allowance...........................................    165,606         161,970          65,461
                                                              --------        --------        --------
Deferred federal tax liabilities:
  Value of business acquired...............................     41,598          48,469          66,373
  Deferred insurance acquisition costs.....................     32,040          20,811           9,384
  Depreciation and amortization............................     19,111          20,201          15,473
  Other investment-related.................................     14,337          18,774          28,855
  Unrealized gains on investments..........................     21,477           9,002          --
  Other....................................................      1,984           4,720           5,738
                                                              --------        --------        --------
     Total deferred federal tax liabilities................    130,547         121,977         125,823
                                                              --------        --------        --------
Net deferred federal tax assets (liabilities)..............   $ 35,059        $ 39,993        $(60,362)
                                                              ========        ========        ========
</TABLE>

     The net deferred tax assets relate primarily to unearned revenue and the
tax on deferred insurance acquisition costs ("DAC Tax") associated with $1.5
billion and $2.7 billion of new and renewal sales in 1998 and 1997, respectively
from a non-registered individual and group variable bank-owned life insurance
contract ("BOLI"). Management believes that it is more likely than not that the
results of future operations will generate sufficient taxable income over the
ten year amortization period of the unearned revenue and DAC Tax to realize such
deferred tax assets.

     The tax returns through the year 1993 have been examined by the Internal
Revenue Service ("IRS"). Changes proposed are not material to the Company's
financial position. The tax returns for the years 1994 through 1996 are
currently under examination by the IRS.

(7) RELATED-PARTY TRANSACTIONS

     The Company received capital contributions from Kemper of $4.3 million,
$45.0 million and $18.4 million during 1998, 1997 and 1996, respectively. The
Company paid cash dividends of $95.0 million and $29.3 million to Kemper during
1998 and 1997, respectively. The Company did not pay any cash dividends to
Kemper during 1996.

     The Company has loans to joint ventures, consisting primarily of mortgage
loans on real estate, in which the Company and/or one of its affiliates has an
ownership interest. At December 31, 1998 and 1997, joint venture mortgage loans
totaled $65.8 million and $72.7 million, respectively, and during 1998, 1997 and
1996, the Company earned interest income on these joint venture loans of $6.8
million, $7.5 million and $9.5 million, respectively.

     All of the Company's personnel are employees of Federal Kemper Life
Assurance Company ("FKLA"), an affiliated company. The Company is allocated
expenses for the utilization of FKLA employees and facilities, the investment
management services of Scudder Kemper Investments, Inc. ("SKI") an affiliated
company, and the information systems of Kemper Service Company ("KSvC"), an SKI
subsidiary, based on the Company's share of administrative, legal, marketing,
investment management, information systems and operation and support services.
During 1998, 1997 and 1996, expenses allocated to the Company from SKI and KSvC
amounted to $43 thousand,

                                       70
<PAGE>   76
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(7) RELATED-PARTY TRANSACTIONS (CONTINUED)
$114 thousand and $1.7 million, respectively. The Company also paid to SKI
investment management fees of $3.1 million, $3.5 million and $3.6 million during
1998, 1997 and 1996, respectively. In addition, expenses allocated to the
Company from FKLA during 1998, 1997 and 1996 amounted to $35.5 million, $30.0
million and $10.5 million, respectively. The Company also paid to Kemper real
estate subsidiaries $1.5 million, $2.2 million and $1.8 million in 1998, 1997
and 1996, respectively, related to the management of the Company's real estate
portfolio.

(8) REINSURANCE

     In the ordinary course of business, the Company enters into reinsurance
agreements to diversify risk and limit its overall financial exposure to certain
blocks of fixed-rate annuities and to individual death claims. The Company
generally cedes 100 percent of the related annuity liabilities under the terms
of the reinsurance agreements. Although these reinsurance agreements
contractually obligate the reinsurers to reimburse the Company, they do not
discharge the Company from its primary liabilities and obligations to
policyholders. As such, these amounts paid or deemed to have been paid are
recorded on the Company's consolidated balance sheet as reinsurance recoverables
and ceded future policy benefits.

     As of December 31, 1998 and 1997, the reinsurance recoverable related to
fixed-rate annuity liabilities ceded to an affiliate amounted to $344.8 million
and $382.6 million, respectively.

     In December 1996, the Company assumed on a yearly renewable term basis
approximately $14.4 billion (face amount) of term life insurance from FKLA. As a
result of this transaction, the Company recorded premiums and reserves of
approximately $7.3 million. The difference between the cash transferred, which
represents the statutory reserves of the business assumed, and the reserves
recorded under generally accepted accounting principles ("GAAP"), of
approximately $18.4 million, was deemed to be a capital contribution from Kemper
and was recorded as additional paid-in-capital during 1996. As of the date of
this transaction, no deferred tax impact was recorded on the difference between
the statutory and GAAP reserves. This deferred tax impact of $6.5 million was
recorded in 1998 as a reduction to the original capital contribution. Premiums
assumed during 1998 under the terms of the treaty amounted to $21.6 million and
the face amount which remained outstanding at December 31, 1998 amounted to
$11.7 billion.

     Effective January 1, 1997, the Company ceded 90 percent of all new term
life insurance premiums to outside reinsurers. Term life reserves ceded to
outside reinsurers on the Company's direct business amounted to approximately
$293 thousand and $139 thousand as of December 31, 1998 and 1997, respectively.

     During December 1997, the Company entered into a funds withheld reinsurance
agreement with a Zurich affiliated company, ZC Life Reinsurance Limited ("ZC
Life"), formerly EPICENTRE Reinsurance (Bermuda) Limited. Under the terms of
this agreement, the Company ceded, on a yearly renewable term basis, ninety
percent of the net amount at risk (death benefit payable to the insured less the
insured's separate account cash surrender value) related to the new BOLI product
developed in 1997, which is held in the Company's separate accounts. During
1997, the Company issued $59.3 billion (face amount) of new BOLI business and
ceded $51.1 billion (face amount) to ZC Life under the terms of the treaty.
During 1997, the Company also ceded $24.3 million of separate account fees (cost
of insurance charges) to ZC Life. The Company has also withheld approximately
$23.4 million of such funds due to ZC Life under the terms of the reinsurance
agreement as a component of benefits and funds payable in the accompanying
consolidated balance sheet as of December 31, 1997.

     During 1998, the Company modified the reinsurance agreement to increase the
reinsurance from ninety percent to one hundred percent. During 1998, the Company
issued $6.9 billion (face amount) of new BOLI business and ceded $11.1 billion
(face amount) to ZC Life under the terms of the modified treaty. During 1998,
the Company also ceded $175.5 million of separate account fees (cost of
insurance charges) to ZC Life. The Company has also withheld approximately
$170.9 million of such funds due to ZC Life under the terms of the reinsurance
agreement as a component of benefits and funds payable in the accompanying
consolidated balance sheet as of December 31, 1998.

     KILICO has a large and growing funds withheld account ("FWA") supporting
reserve credits on reinsurance ceded on the BOLI product. Amendments to the
reinsurance contracts during 1998 changed the methodology used to determine
increases to the FWA. A substantial portion of the FWA is now marked-to-market
based upon the Total Return of the Governmental Bond Division of the KILICO
Variable Series I Separate Account.

                                       71
<PAGE>   77
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(8) REINSURANCE (CONTINUED)
During 1998, the Company recorded a $2.5 million increase to the FWA related to
this mark-to-market. To properly match revenue and expenses, the Company has
placed assets supporting the FWA in a segmented portion of its General Account.
This portfolio is classified as "trading" under Statement of Financial
Accounting Standards No. 115 ("FAS 115"). FAS 115 mandates that assets held in a
trading account be valued at fair value, with changes in fair value flowing
through the income statement as realized capital gains and losses. During 1998,
the Company recorded a realized capital gain of $2.8 million upon transfer of
these assets from "available for sale" to the trading portfolio as required by
FAS 115. In addition, the Company recorded realized capital losses of $151
thousand related to the changes in fair value of this portfolio during 1998. The
fair value of this portfolio was $101.8 million at December 31, 1998, and the
amortized cost was $99.1 million. The Company periodically purchases assets into
this segmented portfolio to support changes in the FWA.

(9) POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

     FKLA sponsors a welfare plan that provides medical and life insurance
benefits to its retired and active employees and the Company is allocated a
portion of the costs of providing such benefits. The Company is self insured
with respect to medical benefits, and the plan is not funded except with respect
to certain disability-related medical claims. The medical plan provides for
medical insurance benefits at retirement, with eligibility based upon age and
the participant's number of years of participation attained at retirement. The
plan is contributory for pre-Medicare retirees, and will be contributory for all
retiree coverage for most current employees, with contributions generally
adjusted annually. Postretirement life insurance benefits are noncontributory
and are limited to $10,000 per participant.

     The allocated accumulated postretirement benefit obligation accrued by the
Company amounted to $2.0 million and $1.9 million at December 31, 1998 and 1997,
respectively.

     The discount rate used in determining the allocated postretirement benefit
obligation was 7.0 percent and 7.25 percent for 1998 and 1997, respectively. The
assumed health care trend rate used was based on projected experience for 1998,
8.0 percent for 1999, gradually declining to 6.4 percent by the year 2003 and
gradually declining thereafter.

     A one percentage point increase in the assumed health care cost trend rate
for each year would increase the accumulated postretirement benefit obligation
as of December 31, 1998 and 1997 by $312 thousand and $242 thousand,
respectively.

(10) COMMITMENTS AND CONTINGENT LIABILITIES

     The Company is involved in various legal actions for which it establishes
liabilities where appropriate. In the opinion of the Company's management, based
upon the advice of legal counsel, the resolution of such litigation is not
expected to have a material adverse effect on the consolidated financial
statements.

     Although neither the Company nor its joint venture projects have been
identified as a "potentially responsible party" under Federal environmental
guidelines, inherent in the ownership of, or lending to, real estate projects is
the possibility that environmental pollution conditions may exist on or near or
relate to properties owned or previously owned on properties securing loans.
Where the Company has presently identified remediation costs, they have been
taken into account in determining the cash flows and resulting valuations of the
related real estate assets. Based on the Company's receipt and review of
environmental reports on most of the projects in which it is involved, the
Company believes its environmental exposure would be immaterial to its
consolidated results of operations. However, the Company may be required in the
future to take actions to remedy environmental exposures, and there can be no
assurance that material environmental exposures will not develop or be
identified in the future. The amount of future environmental costs is impossible
to estimate due to, among other factors, the unknown magnitude of possible
exposures, the unknown timing and extent of corrective actions that may be
required, the determination of the Company's liability in proportion to others
and the extent such costs may be covered by insurance or various environmental
indemnification agreements.

(11) FINANCIAL INSTRUMENTS--OFF-BALANCE-SHEET RISK

     At December 31, 1998, the Company had future legal loan commitments and
stand-by financing agreements totaling $64.4 million to support the financing
needs of various real estate investments. To the extent these
                                       72
<PAGE>   78
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(11) FINANCIAL INSTRUMENTS--OFF BALANCE-SHEET (CONTINUED)
arrangements are called upon, amounts loaned would be collateralized by assets
of the joint ventures, including first mortgage liens on the real estate. The
Company's criteria in making these arrangements are the same as for its mortgage
loans and other real estate investments. These commitments are included in the
Company's analysis of real estate-related reserves and write-downs. The fair
values of loan commitments and standby financing agreements are estimated in
conjunction with and using the same methodology as the fair value estimates of
mortgage loans and other real estate-related investments.

(12) FAIR VALUE OF FINANCIAL INSTRUMENTS

     Fair value estimates are made at specific points in time, based on relevant
market information and information about the financial instrument. These
estimates do not reflect any premium or discount that could result from offering
for sale at one time the Company's entire holdings of a particular financial
instrument. A significant portion of the Company's financial instruments are
carried at fair value. Fair value estimates for financial instruments not
carried at fair value are generally determined using discounted cash flow models
and assumptions that are based on judgments regarding current and future
economic conditions and the risk characteristics of the investments. Although
fair value estimates are calculated using assumptions that management believes
are appropriate, changes in assumptions could significantly affect the estimates
and such estimates should be used with care.

     Fair value estimates are determined for existing on- and off-balance sheet
financial instruments without attempting to estimate the value of anticipated
future business and the value of assets and certain liabilities that are not
considered financial instruments. Accordingly, the aggregate fair value
estimates presented do not represent the underlying value of the Company. For
example, the Company's subsidiaries are not considered financial instruments,
and their value has not been incorporated into the fair value estimates. In
addition, tax ramifications related to the realization of unrealized gains and
losses can have a significant effect on fair value estimates and have not been
considered in any of the estimates.

     The following methods and assumptions were used by the Company in
estimating the fair value of its financial instruments:

     FIXED MATURITIES AND EQUITY SECURITIES: Fair values were determined by
using market quotations, or independent pricing services that use prices
provided by market makers or estimates of fair values obtained from yield data
relating to instruments or securities with similar characteristics, or fair
value as determined in good faith by the Company's portfolio manager, SKI.

     CASH AND SHORT-TERM INVESTMENTS: The carrying amounts reported in the
consolidated balance sheets for these instruments approximate fair values.

     MORTGAGE LOANS AND OTHER REAL ESTATE-RELATED INVESTMENTS: Fair values were
estimated based upon the investments observable market price, net of estimated
costs to sell. The estimates of fair value should be used with care given the
inherent difficulty in estimating the fair value of real estate due to the lack
of a liquid quotable market.

     OTHER LOANS AND INVESTMENTS: The carrying amounts reported in the
consolidated balance sheets for these instruments approximate fair values. The
fair values of policy loans were estimated by discounting the expected future
cash flows using an interest rate charged on policy loans for similar policies
currently being issued.

     LIFE POLICY BENEFITS: Fair values of the life policy benefits regarding
investment contracts (primarily deferred annuities) and universal life contracts
were estimated by discounting gross benefit payments, net of contractual
premiums, using the average crediting rate currently being offered in the
marketplace for similar contracts with maturities consistent with those
remaining for the contracts being valued. The Company had projected its future
average crediting rate in 1998 and 1997 to be 4.75 percent and 5.25 percent,
respectively, while the assumed average market crediting rate was 5.0 percent
and 6.0 percent in 1998 and 1997, respectively.

                                       73
<PAGE>   79
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(12) FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
     The carrying values and estimated fair values of the Company's financial
instruments at December 31, 1998 and 1997 were as follows:

<TABLE>
<CAPTION>
                                                       DECEMBER 31, 1998             DECEMBER 31, 1997
                                                    ------------------------      ------------------------
                                                     CARRYING        FAIR          CARRYING        FAIR
                                                      VALUE         VALUE           VALUE         VALUE
                 (in thousands)                     ----------    ----------      ----------    ----------
<S>                                                 <C>           <C>             <C>           <C>
Financial instruments recorded as assets:
  Fixed maturities..............................    $3,482,820    $3,482,820      $3,668,643    $3,668,643
  Trading account securities....................       101,781       101,781          --            --
  Cash and short-term investments...............        71,820        71,820         259,925       259,925
  Mortgage loans and other real estate-related
     assets.....................................       164,375       164,375         220,046       220,046
  Policy loans..................................       271,540       271,540         282,439       282,439
  Equity securities.............................        66,854        66,854          24,839        24,839
  Other invested assets.........................        23,645        27,620          20,820        24,404
Financial instruments recorded as liabilities:
  Life policy benefits, excluding term life
     reserves...................................     3,551,050     3,657,510       3,846,023     4,050,852
  Funds withheld account........................       170,920       170,920          23,420        23,420
</TABLE>

(13) STOCKHOLDER'S EQUITY--RETAINED EARNINGS

     The maximum amount of dividends which can be paid by insurance companies
domiciled in the State of Illinois to shareholders without prior approval of
regulatory authorities is restricted. The maximum amount of dividends which can
be paid by the Company without prior approval in 1999 is $64.9 million. The
Company paid cash dividends of $95.0 million and $29.3 million to Kemper during
1998 and 1997, respectively. The Company paid no cash dividends in 1996.

     The Company's net income and capital and surplus as determined in
accordance with statutory accounting principles were as follows:

<TABLE>
<CAPTION>
                                                                  1998          1997          1996
                       (in thousands)                           --------      --------      --------
<S>                                                             <C>           <C>           <C>
Net income..................................................    $ 64,871      $ 58,372      $ 37,287
                                                                ========      ========      ========
Statutory capital and surplus...............................    $455,213      $476,924      $411,837
                                                                ========      ========      ========
</TABLE>

                                       74
<PAGE>   80
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(14) UNAUDITED INTERIM FINANCIAL INFORMATION

     The following table sets forth the Company's unaudited quarterly financial
information:

     (in thousands)

<TABLE>
<CAPTION>
                    QUARTER ENDED                      MARCH 31   JUNE 30   SEPTEMBER 30   DECEMBER 31
                    -------------                      --------   -------   ------------   -----------
<S>                                                    <C>        <C>       <C>            <C>
1998 OPERATING SUMMARY
  Net investment income..............................  $70,551    $68,467     $ 66,892      $ 67,602
  Realized investment gains..........................    1,854     15,673        8,951        25,390
  Premium income.....................................    5,203      5,941        5,278         5,924
  Separate account fees and other income.............   20,418     19,922       17,631        14,042
                                                       -------    -------     --------      --------
          Total revenue..............................   98,026    110,003       98,752       112,958
                                                       -------    -------     --------      --------
  Interest credited and benefits to policyholders....   57,930     57,939       54,251        34,815
  Commissions, taxes, licenses and fees..............   13,885     13,922       12,282        29,251
  Operating expenses.................................   10,094     12,157       10,528        11,794
  Net deferral of insurance acquisition costs........   (7,973)   (11,983)      (9,669)       (4,858)
  Amortization of value of business acquired.........    4,427      7,121        6,359          (230)
  Amortization of goodwill...........................    3,186      3,186        3,186         3,186
                                                       -------    -------     --------      --------
          Total benefits and expenses................   81,549     82,342       76,937        73,958
                                                       -------    -------     --------      --------
  Income before income tax expense...................   16,477     27,661       21,815        39,000
  Income tax expense.................................    7,247     11,774        8,828        11,955
                                                       -------    -------     --------      --------
          Net income.................................  $ 9,230    $15,887     $ 12,987      $ 27,045
                                                       =======    =======     ========      ========
1997 OPERATING SUMMARY
  Net investment income..............................  $74,249    $74,050     $ 72,950      $ 74,946
  Realized investment gains (losses).................      889      8,161       (3,032)        4,528
  Premium income.....................................    5,008      4,121        3,938         9,172
  Separate account fees and other income.............    8,909     12,961       12,215        62,415(1)
                                                       -------    -------     --------      --------
          Total revenue..............................   89,055     99,293       86,071       151,061
                                                       -------    -------     --------      --------
  Interest credited and benefits to policyholders....   57,859     56,643       57,965        55,687
  Commissions, taxes, licenses and fees..............    8,023      9,475        8,389        59,323(1)
  Operating expenses.................................    7,175      8,780       10,014        10,868
  Net deferral of insurance acquisition costs........   (7,216)    (6,877)      (7,471)      (13,409)
  Amortization of value of business acquired.........    4,821      6,991        6,743         6,393
  Amortization of goodwill...........................    2,547      2,552        2,549         7,647(2)
                                                       -------    -------     --------      --------
          Total benefits and expenses................   73,209     77,564       78,189       126,509
                                                       -------    -------     --------      --------
  Income before income tax expense...................   15,846     21,729        7,882        24,552
  Income tax expense.................................    5,678      8,723        3,778        13,113
                                                       -------    -------     --------      --------
          Net income.................................  $10,168    $13,006     $  4,104      $ 11,439
                                                       =======    =======     ========      ========
</TABLE>

- ---------------

Notes:

(1) Reflects premium tax expense loads received and premium taxes incurred of
    $49.1 million related to new BOLI sales of $2.6 billion in the fourth
    quarter of 1997.

(2) Reflects the effect of the change in amortization of goodwill from 25 to 20
    years.

(15) OPERATING SEGMENTS AND RELATED INFORMATION

     In June 1997, the FASB issued SFAS No. 131, DISCLOSURES ABOUT SEGMENTS OF
AN ENTERPRISE AND RELATED INFORMATION. SFAS No. 131 establishes standards for
how to report information about operating segments. It also establishes
standards for related disclosures about products and services, geographic areas
and major customers. The Company adopted SFAS No. 131 as of December 31, 1998
and the impact of implementation did not affect the Company's consolidated
financial position, results of operations or cash flows. In the initial year of
adoption, SFAS No. 131 requires comparative information for earlier years to be
restated, unless impracticable to do so.

                                       75
<PAGE>   81
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(15) OPERATING SEGMENTS AND RELATED INFORMATION (CONTINUED)
     In connection with the acquisition by Zurich, the Company, FKLA, ZLICA, and
Fidelity Life Association ("FLA"), a Mutual Legal Reserve Company, owned by its
policyholders, began to operate under the trade name Zurich Kemper Life. For
purposes of this operating segment disclosure, Zurich Kemper Life will also
include the operations of Zurich Direct, Inc., an affiliated direct marketing
life insurance agency and excludes FLA, as it is owned by its policyholders.

     Zurich Kemper Life is segregated by Strategic Business Unit ("SBU"). The
SBU concept employed by ZFS has each SBU concentrate on a specific customer
market. The SBU is the focal point of Zurich Kemper Life, because it is at the
SBU level that Zurich Kemper Life can clearly identify customer segments and
then work to understand and satisfy the needs of each customer. The
contributions of Zurich Kemper Life's SBU's to consolidated revenues, operating
results and certain balance sheet data pertaining thereto, are shown in the
following tables on the basis of generally accepted accounting principles.
Zurich Kemper Life's SBU's were formed in 1996, subsequent to the acquisition by
Zurich, however, financial information was not produced by SBU until 1997.
Therefore, Zurich Kemper Life has not provided segment information for 1996, as
it would be impracticable to do so.

     Zurich Kemper Life is segregated into the Agency, Financial, Group
Retirement and Direct SBU's. The SBU's are not managed at the legal entity
level, but rather at the Zurich Kemper Life level. Zurich Kemper Life's SBU's
cross legal entity lines, as certain similar products are sold by more than one
legal entity. The vast majority of the Company's business is derived from the
Financial and Group Retirement SBU's.

     Each SBU's revenue is derived from geographically dispersed areas as Zurich
Kemper Life is licensed in the District of Columbia and all states except New
York. During 1998 and 1997, Zurich Kemper Life did not derive net revenue from
one customer that exceeded 10 percent of the total revenue of Zurich Kemper
Life.

     The principal products and markets of Zurich Kemper Life's SBU's are as
follows:

     AGENCY: The Agency SBU develops low cost term and universal life insurance,
as well as fixed annuities, to market through independent agencies and national
marketing organizations.

     FINANCIAL: The Financial SBU focuses on a wide range of products that
provide for the accumulation, distribution and transfer of wealth and primarily
includes variable and fixed annuities, variable universal life and bank-owned
life insurance. These products are distributed to consumers through financial
intermediaries such as banks, brokerage firms and independent financial
planners.

     GROUP RETIREMENT: The Group Retirement SBU has a sharp focus on its target
customer. This SBU markets variable annuities to K-12 schoolteachers,
administrators, and healthcare workers, along with college professors and
certain employees of selected non-profit organizations. This target market is
eligible for what the IRS designates as retirement-oriented savings or
investment plans that qualify for special tax treatment.

     DIRECT: The Direct SBU is a direct marketer of basic, low-cost term life
insurance through various marketing media.

                                       76
<PAGE>   82
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Summarized financial information for ZKL's SBU's are as follows:

     As of and for the period ending December 31, 1998:
     (in thousands)

<TABLE>
<CAPTION>
                                                                      GROUP
                                            AGENCY     FINANCIAL    RETIREMENT    DIRECT       TOTAL
            INCOME STATEMENT              ----------   ----------   ----------   --------   -----------
<S>                                       <C>          <C>          <C>          <C>        <C>
REVENUE
  Premium income........................  $  160,067   $       56   $   --       $  5,583   $   165,706
  Net investment income.................     141,171      180,721      100,695        271       422,858
  Realized investment gains.............      20,335       33,691       15,659         30        69,715
  Fees and other income.................      80,831       40,421       31,074     23,581       175,907
                                          ----------   ----------   ----------   --------   -----------
       Total revenue....................     402,404      254,889      147,428     29,465       834,186
                                          ----------   ----------   ----------   --------   -----------
BENEFITS AND EXPENSES
  Policyholder benefits.................     243,793      117,742       73,844      2,110       437,489
  Intangible asset amortization.........      58,390       15,669       15,703      --           89,762
  Net deferral of insurance acquisition
     costs..............................     (55,569)      (9,444)     (22,964)   (22,765)     (110,742)
  Commissions and taxes, licenses and
     fees...............................      29,539       43,919       22,227     11,707       107,392
  Operating expenses....................      61,659       24,924       20,279     35,593       142,455
                                          ----------   ----------   ----------   --------   -----------
       Total benefits and expenses......     337,812      192,810      109,089     26,645       666,356
                                          ----------   ----------   ----------   --------   -----------
Income before income tax expense........      64,592       62,079       38,339      2,820       167,830
Income tax expense......................      26,774       24,340       14,794      1,001        66,909
                                          ----------   ----------   ----------   --------   -----------
       Net income.......................  $   37,818   $   37,739   $   23,545   $  1,819   $   100,921
                                          ==========   ==========   ==========   ========   ===========
BALANCE SHEET
  Total assets..........................  $3,194,530   $8,232,927   $4,172,828   $ 46,254   $15,646,539
                                          ==========   ==========   ==========   ========   ===========
</TABLE>

<TABLE>
<CAPTION>
                                                                               NET
                                                                 REVENUE      INCOME      ASSETS
                                                               -----------   --------   -----------
<S>                                  <C>          <C>          <C>           <C>        <C>
Total revenue, net income and assets, respectively, from
above:......................................................   $   834,186   $100,921   $15,646,539
                                                               -----------   --------   -----------
Less:
  Revenue, net income and assets of FKLA....................       336,841     35,953     2,986,381
  Revenue, net loss and assets of ZLICA.....................        54,058     (1,066)      416,115
  Revenue, net income and assets Zurich Direct..............        23,548        885         4,322
                                                               -----------   --------   -----------
  Totals per the Company's consolidated financial
     statements.............................................   $   419,739   $ 65,149   $12,239,721
                                                               ===========   ========   ===========
</TABLE>

                                       77
<PAGE>   83
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     As of and for the period ending December 31, 1997:
     (in thousands)

<TABLE>
<CAPTION>
                                                                  GROUP
                                        AGENCY     FINANCIAL    RETIREMENT    DIRECT       TOTAL
          INCOME STATEMENT            ----------   ----------   ----------   --------   -----------
<S>                                   <C>          <C>          <C>          <C>        <C>
REVENUE
  Premium income....................  $  167,439   $   --       $   --       $  4,249   $   171,688
  Net investment income.............     155,885      212,767       91,664        455       460,771
  Realized investment gains.........       2,503        7,744        2,692         50        12,989
  Fees and other income.............      78,668       73,823       23,663      8,007       184,161
                                      ----------   ----------   ----------   --------   -----------
       Total revenue................     404,495      294,334      118,019     12,761       829,609
                                      ----------   ----------   ----------   --------   -----------
BENEFITS AND EXPENSES
  Policyholder benefits.............     247,878      153,327       60,061      2,234       463,500
  Intangible asset amortization.....      58,534       25,593       15,589      --           99,716
  Net deferral of insurance
     acquisition costs..............     (50,328)     (18,222)     (13,033)    (5,242)      (86,825)
  Commissions and taxes, licenses
     and fees.......................      39,477       66,552       16,668      3,518       126,215
  Operating expenses................      55,859       20,282       14,320     19,472       109,933
                                      ----------   ----------   ----------   --------   -----------
       Total benefits and
          expenses..................     361,420      247,532       93,605     19,982       712,539
                                      ----------   ----------   ----------   --------   -----------
Income (loss) before income tax
  expense (benefit).................      53,075       46,802       24,414     (7,221)      117,070
Income tax expense (benefit)........      25,554       21,144       10,545     (2,528)       54,715
                                      ----------   ----------   ----------   --------   -----------
       Net income (loss)............  $   27,521   $   25,658   $   13,869   $ (4,693)  $    62,355
                                      ==========   ==========   ==========   ========   ===========
BALANCE SHEET
  Total assets......................  $2,877,854   $7,416,791   $3,759,173   $ 41,669   $14,095,487
                                      ==========   ==========   ==========   ========   ===========
</TABLE>

<TABLE>
<CAPTION>
                                                                               NET
                                                                 REVENUE      INCOME      ASSETS
                                                               -----------   --------   -----------
<S>                                  <C>          <C>          <C>           <C>        <C>
Total revenue, net income and assets, respectively, from
above:......................................................   $   829,609   $ 62,355   $14,095,487
Less:
  Revenue, net income and assets of FKLA....................       338,854     24,740     3,105,396
  Revenue, net income and assets of ZLICA...................        57,233      2,193       398,786
  Revenue, net loss and assets of Zurich Direct.............         8,042     (3,295)        1,655
                                                               -----------   --------   -----------
       Totals per the Company's consolidated financial
          statements........................................   $   425,480   $ 38,717   $10,589,650
                                                               ===========   ========   ===========
</TABLE>

                                       78
<PAGE>   84

                          PART II -- OTHER INFORMATION

                          UNDERTAKING TO FILE REPORTS

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

                     REPRESENTATION AS TO FEES AND CHARGES

     KILICO hereby represents that the fees and charges deducted under the
Flexible Premium Variable Life Insurance Policies hereby registered by this
Registration Statement in the aggregate are reasonable in relation to the
services rendered, the expenses expected to be incurred, and the risks assumed
by KILICO.

                    REPRESENTATION PURSUANT TO RULE 6e-3(T)

     This filing is made pursuant to Rule 6e-3(T) under the Investment Company
Act of 1940, as amended.

                       UNDERTAKING AS TO INDEMNIFICATION

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

     Insofar as indemnification for liability arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant, the Registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                      II-1
<PAGE>   85

                       CONTENTS OF REGISTRATION STATEMENT

     This Registration Statement comprises the following Papers and Documents:

            The Facing sheet.

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

            The prospectus consisting of 35 pages.

            The undertaking to file reports.

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

            Representation Pursuant to Rule 6e-3(T).

            Undertaking as to Indemnification.

            The signatures.

            Written consents of the following persons:


          A. Frank J. Julian, Esq. (Included in Opinion filed as Exhibit 3(a)).



          B. PricewaterhouseCoopers LLP, independent accountants (Filed as
             Exhibit 6(a)).



          C. KPMG LLP, independent auditors (Filed as Exhibit 6(b)).



          D. Christopher J. Nickele, FSA (Included in Opinion filed as Exhibit
             3(b)).


           The following exhibits:


<TABLE>
          <C>  <S>                        <C>
           (1) 1-A(1)                     KILICO Resolution establishing the Separate Account
           (1) 1-A(3)(a)                  Distribution Agreement between KILICO and Investors Brokerage
                                          Services, Inc. (IBS)
           (3) 1-A(3)(b)                  Specimen Selling Group Agreement of IBS
               1-A(3)(c)
                                          Schedules of commissions
           (3) 1-A(3)(d)                  General Agent Agreement
               1-A(5)(a)
                                          Form of Policy
               1-A(5)(b)
                                          Accelerated Death Benefit Rider
               1-A(5)(c)
                                          Extended Maturity Option Rider
               1-A(5)(d)
                                          Dependent Children's Rider
               1-A(5)(e)
                                          Waiver of Selected Premium Rider
               1-A(5)(f)
                                          Other Insured Rider
           (1) 1-A(6)(a)                  KILICO Articles of Incorporation
           (3) 1-A(6)(b)                  By-Laws of KILICO
           (5) 1-A(8)(a)(i)               Participation Agreement between Kemper Investors Life Insurance
                                          Company and Scudder Variable Life Investment Fund
           (5) 1-A(8)(a)(ii)              Participating Contract and Policy Agreement between Kemper Investors
                                          Life Insurance Company and Scudder Kemper Investments, Inc.
           (5) 1-A(8)(a)(iii)             Indemnification Agreement between Kemper Investors Life Insurance
                                          Company and Scudder Kemper Investments, Inc.
           (4) 1-A(8)(b)(i)               Fund Participation Agreement among Kemper Investors Life Insurance
                                          Company, Fidelity Variable Insurance Products Fund and Fidelity
                                          Distributors Corporation
               1-A(8)(b)(ii)
                                          Third Amendment to Fund Participation Agreement among Kemper Investors
                                          Life Insurance Company, Fidelity Variable Insurance Products Fund and
                                          Fidelity Distributors Corporation
           (5) 1-A(8)(c)                  Participation Agreement Among Templeton Variable Products Series Fund,
                                          Franklin Templeton Distributors, Inc. and Kemper Investors Life
                                          Insurance Company.
</TABLE>


                                      II-2
<PAGE>   86


<TABLE>
<C>        <S>                                <C>
      (9)  1-A(8)(d)                          Fund Participation Agreement by and among The Alger American Fund,
                                              Kemper Investors Life Insurance Company and Fred Alger & Company,
                                              Incorporated
      (9)  1-A(8)(e)(i)                       Fund Participation Agreement between Kemper Investors Life Insurance
                                              Company and The Dreyfus Socially Responsible Growth Fund, Inc.
      (9)  1-A(8)(e)(ii)                      Administrative Services Agreement by and between The Dreyfus Corporation
                                              and Kemper Investors Life Insurance Company
           1-A(8)(e)(iii)
                                              Amendment to Fund Participation Agreement between Kemper Investors Life
                                              Insurance Company and The Dreyfus Socially Responsible Growth Fund, Inc.
      (6)  1-A(8)(f)(i)                       Fund Participation Agreement among Kemper Investors Life Insurance
                                              Company, Janus Aspen Series and Janus Capital Corporation
      (7)  1-A(8)(f)(ii)                      Service Agreement between Kemper Investors Life Insurance Company and
                                              Janus Capital Corporation
      (8)  1-A(8)(g)                          Fund Participation Agreement among Kemper Investors Life Insurance
                                              Company, Kemper Variable Series (formerly known as Kemper Investors
                                              Fund), Zurich Kemper Investments, Inc. and Kemper Distributors, Inc.
           1-A(10)
                                              Application for Policy
      (2)  2                                  Specimen Notice of Withdrawal Right
           3(a)
                                              Opinion and consent of legal officer of KILICO as to legality of
                                              policies being registered
           3(b)
                                              Opinion and consent of actuarial officer of KILICO regarding prospectus
                                              illustrations and actuarial matters
           6(a)
                                              Consents of PricewaterhouseCoopers LLP, independent accountants
           6(b)
                                              Consent of KPMG LLP, independent auditors
           8
                                              Procedures Memorandum, pursuant to Rule 6e-3(T)(b)(12)(iii)
           9
                                              Illustrations
</TABLE>


- -------------------------
(1) Incorporated by reference to the Registration Statement of the Registrant on
    Form S-6 filed on or about December 26, 1995 (File No. 33-65399).

(2) Incorporated by reference to Pre-Effective Amendment No. 1 to the
    Registration Statement of the Registrant on Form S-6 filed on or about June
    5, 1996 (File No. 33-65399).

(3) Incorporated by reference to Amendment No. 2 to the Registration Statement
    on Form S-1 (File No. 333-02491) filed on or about April 23, 1997.


(4) Incorporated by reference to Post-Effective Amendment No. 24 to the
    Registration Statement on Form N-4 filed on or about April 26, 1996 (File
    No. 2-72671).



(5) Incorporated by reference to Amendment No. 5 to the Registration Statement
    on Form S-1 for KILICO (file No. 333-22389) filed on or about April 20,
    1999.



(6) Incorporated herein by reference to Post-Effective Amendment No. 23 to the
    Registration Statement on Form N-4 filed on or about September 14, 1995
    (File No. 2-72671).



(7) Incorporated herein by reference to Post-Effective Amendment No. 25 to the
    Registration Statement on Form N-4 filed on or about April 28, 1997 (File
    No. 2-72671).



(8) Incorporated herein by reference to Amendment No. 3 to the Registration
    Statement of KILICO on Form S-1 filed on or about April 8, 1998 (File No.
    333-22389).



(9) Incorporated herein by reference to Post-Effective Amendment No. 28 to the
    Registration Statement on Form N-4 (File No. 2-72671) filed on or about
    April 28, 1999.

                                      II-3
<PAGE>   87

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
KILICO Variable Separate Account, has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Long Grove and State of Illinois on the 29th day
of December, 1999.


                                          KILICO VARIABLE SEPARATE ACCOUNT
                                          (Registrant)

                                          By: Kemper Investors Life Insurance
                                          Company
                                          (Depositor)

                                          By:
                                            /s/ GALE K. CARUSO
                                            ------------------------------------
                                            Gale K. Caruso, President and Chief
                                              Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following directors
and principal officers of Kemper Investors Life Insurance Company in the
capacities indicated on the 29th day of December, 1999.


<TABLE>
<CAPTION>
                   SIGNATURE                                            TITLE
                   ---------                                            -----
<S>                                                <C>
/s/ GALE K. CARUSO                                 President, Chief Executive Officer and Director
- -----------------------------------------------    (Principal Executive Officer)
Gale K. Caruso

/s/ JOHN B. SCOTT                                  Chairman of the Board and Director
- -----------------------------------------------
John B. Scott

/s/ FREDERICK L. BLACKMON                          Senior Vice President and Chief Financial
- -----------------------------------------------    Officer (Principal Financial Officer and
Frederick L. Blackmon                              Principal Accounting Officer)

/s/ W. H. BOLINDER                                 Director
- -----------------------------------------------
William H. Bolinder

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

/s/ ELIANE C. FRYE                                 Director
- -----------------------------------------------
Eliane C. Frye

/s/ GUNTHER GOSE                                   Director
- -----------------------------------------------
Gunther Gose

/s/ JAMES E. HOHMANN                               Director
- -----------------------------------------------
James E. Hohmann
</TABLE>

                                      II-4
<PAGE>   88

                                 EXHIBIT INDEX


<TABLE>
<S>             <C>
1-A(3)(c)       Schedules of Commissions
1-A(5)(a)       Form of Policy
1-A(5)(b)       Accelerated Death Benefit Rider
1-A(5)(c)       Extended Maturity Option Rider
1-A(5)(d)       Dependent Children's Rider
1-A(5)(e)       Waiver of Selected Premium Rider
1-A(5)(f)       Other Insured Rider
1-A(8)(b)(ii)   Third Amendment to Fund Participation Agreement among Kemper
                Investors Life Insurance Company, Fidelity Variable
                Insurance Products Fund and Fidelity Distributors
                Corporation
1-A(8)(e)(iii)  Amendment to Fund Participation Agreement between Kemper
                Investors Life Insurance Company and The Dreyfus Socially
                Responsible Growth Fund, Inc.
1-A(10)         Application for Policy
3(a)            Opinion and consent of legal officer of KILICO as to
                legality of policies being registered
3(b)            Opinion and consent of actuarial officer of KILICO regarding
                prospectus illustrations and actuarial matters
6(a)            Consents of PricewaterhouseCoopers LLP, independent
                accountants
6(b)            Consent of KPMG LLP, independent auditors
8               Procedures Memorandum, pursuant to Rule 6e-3(T)(b)(12)(iii)
9               Illustrations
</TABLE>


<PAGE>   1
                                                              EXHIBIT 1-A(3)(c)


<TABLE>
<CAPTION>

                            SCHEDULE 1                                                       SCHEDULE 2

                                              GDC    Wholesaler                                               GDC    Wholesaler
                                              ---    ----------                                               ---    ----------
<S>                              <C>         <C>        <C>                                       <C>       <C>      <C>
           First Year (Target)   110.00%     90.0%      20.0%              First Year (Target)    110.00%   90.00%     20.00%
 First Year (Excess of Target)     3.00%      2.0%       1.0%    First Year (Excess of Target)      2.00%    1.50%      0.50%

          Renewals, Years 2-5      3.00%      2.0%       1.0%             Renewals, Years 2-5       2.00%    1.50%      0.50%

               Trails Year 6+      0.30%     0.20%      0.10%                 Trails Years 2+       0.30%    0.20%      0.10%
</TABLE>


<TABLE>
<CAPTION>

                            SCHEDULE 3


                                              GDC    Wholesaler
                                              ---    ----------
<S>                            <C>          <C>      <C>
           First Year (Target)    95.00%    75.00%     20.00%
 First Year (Excess of Target)     2.00%     1.50%      0.50%

      Renewals, Years 2-5 (2%)     2.00%     1.50%      0.50%

       Trails Years 2-10 (60%)     0.60%     0.50%      0.10%
      Trails Years 11-20 (35%)     0.35%     0.25%      0.10%
         Trails Year 20+ (25%)     0.25%     0.15%      0.10%
</TABLE>


<PAGE>   1
                                                               EXHIBIT 1-A(5)(a)
KEMPER INVESTORS LIFE INSURANCE COMPANY
A Stock Life Insurance Company
1 Kemper Drive
Long Grove, Illinois 60049-0001                            [ZURICH KEMPER LOGO]
                                                                ZURICH
                                                                KEMPER

     Insured                                 Issue Age
     Policy Date                             Policy Number

     Initial Specified
     Amount








RIGHT TO CANCEL

This policy may be returned to us within       days of the time you receive it,
or 45 days after you complete the application for insurance, whichever is later.
It may be mailed or delivered to us or to the agent who sold it. Upon our
receipt, this policy will be deemed void from the beginning. The Cash Value of
the policy plus any monthly deductions and any deductions made against premiums
will be refunded within seven days of our receipt of a notice of cancellation
and the return of this policy. This amount will be at least equal to the
premiums paid.

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

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

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


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


      Secretary                                          President

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

NON-PARTICIPATING- NO ANNUAL DIVIDENDS

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

This policy is a legal contract between you and us.

READ YOUR POLICY CAREFULLY.





<PAGE>   2
INDEX
<TABLE>
<CAPTION>
                                                          PAGE NO.
<S>                                                       <C>
Death Benefit Provisions                                       8
Definitions                                                    5
General Account Provisions                                    11
General Provisions                                           6-8
Non-Forfeiture Provisions                                     13
Policy Loan Provisions                                        15
Settlement Option Table                                       19
Settlement Provisions                                      17-18
Surrender Value Provisions                                    16
Transfer Provisions                                           14
Variable Account Provisions                                11-13
Withdrawal Provisions                                         15
</TABLE>

Additional Benefits, if any, listed in the Policy Specifications are described
in the additional benefit agreements that follow the Settlement Option Table.


<PAGE>   3
                               POLICY SPECIFICATIONS

INSURED            JOHN DOE                        35        ISSUE AGE


POLICY DATE        FEBRUARY 1, 2000                KI8508521   POLICY NUMBER



INITIAL SPECIFIED  $250,000                       FEBRUARY 1, 2000  ISSUE DATE
AMOUNT


DEATH BENEFIT      A
OPTION

                               COVERAGE INFORMATION

                                 RATE
                                CLASS   COVERAGE    MATURITY OR      MONTHLY
BENEFIT DESCRIPTION            PERCENT   AMOUNT    EXPIRY DATE        RATE


FLEXIBLE PREMIUM VARIABLE LIFE*  100    250,000   FEBRUARY 1, 2065   PAGE D



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

                    PREMIUM INFORMATION

INITIAL PREMIUM                       $2,207.50

MONTHLY GUARANTEE PREMIUM             $137.92

GUARANTEE PERIOD                      10 YEARS

PLANNED PERIODIC PREMIUM              $2,207.50 ANNUAL


INSURED RATE CLASS                    PREFERRED NONTOBACCO


L-8521

                                                                   PAGE A
<PAGE>   4
                             POLICY SPECIFICATIONS

INSURED             JOHN DOE                                35 ISSUE AGE


POLICY DATE         FEBRUARY 1, 2000                   KI8508521 POLICY NUMBER


DEDUCTION DAY                           DAY 01 OF EACH MONTH

DEDUCTION PERIOD                        65 YEARS, 00 MONTHS

MINIMUM SPECIFIED AMOUNT                $100,000

MINIMUM CHANGE IN SPECIFIED AMOUNT       $25,000

MINIMUM WITHDRAWAL AMOUNT                $500.00

PARTIAL WITHDRAWAL CHARGE                 $25.00


MONTHLY ADMINISTRATIVE CHARGE, YEAR 1     $10.00


PREMIUM CHARGES                             6.00%

INITIAL SURRENDER CHARGE               $3,090.00

                          SURRENDER CHARGE PERCENTAGE
<TABLE>
<CAPTION>
     POLICY                POLICY                    POLICY
      YEAR     PERCENT      YEAR       PERCENT        YEAR      PERCENT
<S>            <C>         <C>         <C>           <C>        <C>
       1         100         6           80            11          0
       2         100         7           60            12          0
       3         100         8           45            13          0
       4         100         9           30            14          0
       5         100        10           15            15          0
</TABLE>

       SEE YOUR POLICY FOR FURTHER INFORMATION ON THE SURRENDER CHARGE.

<TABLE>
<CAPTION>

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

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


L-8521


                                                                          PAGE B
<PAGE>   5
                             POLICY SPECIFICATIONS

INSURED           JOHN DOE               35            ISSUE AGE


POLICY DATE       FEBRUARY 1, 2000    KI8508521       POLICY NUMBER




SEPARATE ACCOUNT                                    INITIAL PREMIUM ALLOCATION

Alger American Balanced                                      10%
Alger American Growth                                        10%
Alger American Income & Growth                               10%
Alger American MidCap Growth                                 10%
The Dreyfus Socially Responsible Growth Fund, Inc.           10%
Dreyfus Stock Index Fund                                     10%
Dreyfus Capital Appreciation                                 10%
Dreyfus Small Cap                                             0%
Templeton Asset Allocation                                    0%
Templeton Bond                                                0%
Templeton Developing Markets                                  0%
Templeton International                                       0%
Fidelity VIP Equity-Income                                    0%
Fidelity VIP Growth                                           0%
Fidelity VIP High Income                                      0%
Fidelity VIP Overseas                                         0%
Janus Aspen Aggressive Growth                                 0%
Janus Aspen Balanced                                          0%
Janus Aspen Flexible Income                                   0%
Janus Aspen Growth                                            0%
Janus Aspen International Growth                              0%
Janus Aspen Worldwide Growth                                  0%
Scudder VLIF Capital Growth                                   0%
Scudder VLIF Growth and Income                                0%
Scudder VLIF International                                    0%
Kemper Government Securities                                  0%
Kemper Investment Grade Bond                                  0%
Kemper Money Market                                           0%
Kemper Small Cap Growth                                       0%
Kemper Total Return                                           0%
Kemper Value + Growth                                         0%

GENERAL ACCOUNT

FIXED ACCOUNT                                                30%

A MORTALITY AND EXPENSE RISK CHARGE IS ASSESSED DAILY ON THE SEPARATE ACCOUNT
VALUE OF THIS POLICY. THIS CHARGE IS GUARANTEED NOT TO EXCEED 0.60% ANNUALLY.
THE CURRENT CHARGE, ASSESSED ON A DAILY BASIS, IS 0.60% ANNUALLY.



L-8521


                                                                          PAGE C

<PAGE>   6
                             POLICY SPECIFICATIONS


INSURED             JOHN DOE                                35   ISSUE AGE


POLICY DATE         FEBRUARY 1, 2000                 KI8508521   POLICY NUMBER



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


<TABLE>
<CAPTION>


ATTAINED                          ATTAINED                           ATTAINED
  AGE     NONTOBACCO    TOBACCO     AGE     NONTOBACCO    TOBACCO      AGE     NONTOBACCO    TOBACCO
<S>       <C>           <C>       <C>       <C>           <C>        <C>       <C>           <C>
   1       0.08921                  34       0.13428      0.20694      67        2.18573      3.67024
   2       0.08254                  35       0.14096      0.21947      68        2.41240      3.98025
   3       0.08171                  36       0.14764      0.23452      69        2.66044      4.31178
   4       0.07920                  37       0.15682      0.25375      70        2.94130      4.67926
   5       0.07503                  38       0.16684      0.27549      71        3.31274      5.08855
   6       0.07170                  39       0.17854      0.30058      72        3.63092      5.55641
   7       0.06669                  40       0.19107      0.32903      73        4.05839      6.08661
   8       0.06335                  41       0.20610      0.36251      74        4.54125      6.66861
   9       0.06169                  42       0.22115      0.39685      75        5.06274      7.31729
  10       0.06085                  43       0.23870      0.43623      76        5.61644      7.99178
  11       0.06419                  44       0.25625      0.47731      77        6.21386      8.68057
  12       0.07086                  45       0.27716      0.52428      78        6.83323      9.37272
  13       0.08254                  46       0.29974      0.57128      79        7.49615     10.08912
  14       0.09589                  47       0.32401      0.62251      80        8.22966     10.86205
  15       0.10757     0.13762      48       0.34996      0.67629      81        9.05444     11.71251
  16       0.11925     0.15599      49       0.37926      0.73685      82        9.99708     12.66751
  17       0.12844     0.17102      50       0.41025      0.79576      83       11.07331     13.73779
  18       0.13344     0.18021      51       0.44713      0.87495      84       12.26711     14.88655
  19       0.13845     0.18856      52       0.48968      0.95760      85       13.55590     16.07810
  20       0.14012     0.19274      53       0.53770      1.05216      86       14.91786     17.27456
  21       0.13929     0.19441      54       0.59311      1.15867      87       16.34412     18.45788
  22       0.13678     0.19190      55       0.65444      1.27212      88       17.80841     19.76998
  23       0.13428     0.18856      56       0.72254      1.39506      89       19.33266     21.08691
  24       0.13094     0.18438      57       0.79492      1.52245      90       20.94167     22.42852
  25       0.12677     0.17854      58       0.87327      1.65857      91       22.66794     23.82284
  26       0.12343     0.17352      59       0.96181      1.80005      92       24.57677     25.33221
  27       0.12176     0.17185      60       1.06060      1.95717      93       26.76406     27.31458
  28       0.12009     0.17018      61       1.17052      2.13431      94       29.63735     29.94248
  29       0.12009     0.17185      62       1.29584      2.33419      95       33.93111     33.93111
  30       0.12009     0.17519      63       1.43920      2.56130      96       41.27938     41.27938
  31       0.12259     0.18104      64       1.60154      2.81241      97       56.03985     56.03985
  32       0.12510     0.18689      65       1.78128      3.08515      98       83.33333     83.33333
  33       0.12927     0.19608      66       1.97512      3.37018      99       83.33333     83.33333

</TABLE>

* THE GUARANTEED MAXIMUM MONTHLY COST OF INSURANCE RATES SHALL BE THE RATES
  SHOWN IN THE TABLE ABOVE MULTIPLIED BY THE APPROPRIATE RATE CLASS PERCENT.
  THIS PERCENT IS SHOWN ON PAGE 3 OF THE POLICY SPECIFICATIONS. THE RATES
  ACTUALLY CHARGED MAY BE REDUCED IN ACCORDANCE WITH THE COST OF INSURANCE
  RATE SECTION OF YOUR POLICY.


L-8521                                                                    PAGE D


<PAGE>   7
DEFINITION SECTION

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

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

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

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

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

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

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

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

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

                    NET SURRENDER VALUE: The Net Surrender Value of this policy
                    is the Surrender Value on the date of surrender minus any
                    debt.

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

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

                    PREMIUM CHARGES: The percentage of premium charges that are
                    deducted from the premium before the premium is allocated to
                    the subaccounts or the fixed account.

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

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

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

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

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

                    TRADE DATE: The Trade Date is 30 days following the date all
                    requirements for coverage have been completed by you and
                    coverage under the policy is recorded by us as inforce. It
                    is the date that the money market subaccount value will be
                    allocated to the subaccounts and the fixed account according
                    to your allocation.

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

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

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

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


                                                                          Page 5


<PAGE>   8
                                                                          Page 6
GENERAL PROVISIONS

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

MODIFICATION OF POLICY          Only our president, secretary or assistant
                                secretaries have power to approve a change in or
                                waive the provisions of this policy. No agent or
                                person other than such officers can change or
                                waive the terms of this policy.

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

CHANGE OF OWNERSHIP             Ownership may be changed during the lifetime of
                                the insured by written notice from you in a form
                                satisfactory to us. After we receive written
                                notice at our home office, the change will take
                                effect as of the date the notice was signed. The
                                change, however, will not apply to any payment
                                made or action taken by us before the notice was
                                received and recorded.

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

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

CONTESTABILITY                  This policy will be incontestable after it has
                                been in force during the lifetime of the insured
                                for two years from the Issue Date.

                                A new two year contestability period will apply
                                to each increase in insurance beginning with the
                                effective date of each increase and will apply
                                only to statements made in the application for
                                the increase.

                                If the policy is reinstated, a new two year
                                contestability period will apply from the
                                effective date of the reinstatement and will
                                apply only to statements made in the application
                                for the reinstatement.

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

SUICIDE                         If the insured dies by suicide, while sane or
                                insane, within two years from the Issue Date,
                                the death benefit proceeds will be limited to
                                the premiums paid less any withdrawals and Debt.

                                If the insured dies by suicide, while sane or
                                insane, within two years of any increase in
                                insurance, or any reinstatement, our total
                                liability with respect to such increase or
                                reinstatement will be the cost of insurance.
<PAGE>   9
GENERAL PROVISIONS (CONTINUED)

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

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

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

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

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

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

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



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

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

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

ASSIGNMENT                      No assignment of this policy is binding on us
                                until it is received by us at our home office.
                                We assume no responsibility for the validity of
                                any assignment. Any claim under an assignment is
                                subject to proof of the extent of the interest
                                of the assignee. Your rights and the rights of
                                the beneficiary are subject to the rights of the
                                assignee of record.

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

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

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

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


                                                                          Page 7
<PAGE>   10
                                                                          Page 8



GENERAL PROVISIONS (CONTINUED)

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

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

EXCHANGE OF PLAN                At any time during the first two years after the
                                Issue Date, you may exchange this policy for a
                                permanent fixed benefit life insurance policy on
                                the life of the Insured offered by the Company
                                or any of its affiliates. The Face Amount of
                                the new policy may be either the death benefit
                                as of this policy's Policy Date or this
                                policy's net amount at risk on the date of
                                exchange. The new policy will have the same
                                policy date, issue age and rate classification
                                as this policy. If this policy has benefit
                                riders in force on the date of exchange, each
                                such rider may be included in the new policy if
                                it is available with the new policy at the
                                Insured's then age. Any debt under this policy
                                must be repaid prior to exchange. This policy
                                must be surrendered. Surrender charges will not
                                be imposed. Evidence of insurability will not be
                                required. Your request for an exchange must be
                                in writing.

                                An equitable adjustment in the new policy's
                                premium and cash value will be made to reflect
                                variances, if any, in the premiums and values
                                under this policy and the new policy.

DEATH BENEFIT PROVISIONS

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

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

SPECIFIED AMOUNT                The Death Benefit Option is shown on the Policy
                                Specifications, unless changed in accordance
                                with the Changes provision.

DEATH BENEFIT OPTION            If Option A is in effect, the death benefit is
                                the greater of:

                                1. the Specified Amount; or

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

                                If Option B is in effect, the death benefit is
                                the greater of:

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

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


<PAGE>   11



DEATH BENEFIT PROVISIONS (CONTINUED)

CHANGES                         You may change the Death Benefit Option after
                                the first Policy Year. We may require evidence
                                of insurability before we accept a change from
                                Option A to Option B.  The Specified Amount will
                                be changed as follows:

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

                                a. the Specified Amount prior to such change;
                                minus

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

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

                                a. the Specified Amount prior to such change;
                                plus

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

                                You may increase the Specified Amount after the
                                first Policy Year and prior to the insured's
                                attained age 80. You may also decrease the
                                Specified Amount after the first Policy Year.
                                The change is subject to the following:

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

                                a. the most recent increase first;

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

                                c. finally, against the Initial Specified
                                Amount.

                                2. Any request for an increase must be
                                applied for on a supplemental application.

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

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

                                The death benefit proceeds will be equal to:

                                1. the death benefit; minus

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

                                3. any Debt.


PREMIUM PROVISIONS

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

ADDITIONAL PREMIUMS             The amount and frequency of Planned Periodic
                                Premium are shown on the Policy Specifications.
                                The amount and frequency can be changed upon
                                request, subject to our approval.

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


                                                                          Page 9


<PAGE>   12
                                                                         Page 10

PREMIUM PROVISIONS (CONTINUED)

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

                                2. the premium would increase the death benefit
                                by more than the amount of premium; or

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

NET PREMIUMS                    The net premium equals the premium paid less the
                                premium charges shown in the Policy
                                Specifications.

PREMIUM ALLOCATION              The Initial Premiums will be allocated to the
                                money market subaccount. On the first Valuation
                                Date on or following the Trade Date, the money
                                market subaccount value will be allocated to the
                                subaccounts and the fixed account in accordance
                                with the initial premium allocation as shown in
                                the Policy Specifications. Any net premiums
                                received after the Trade Date will be allocated
                                to the subaccounts and the fixed account on the
                                first Valuation Date on or following the date
                                the premium is received in our home office in
                                accordance with the Initial Premium allocation
                                as shown in the Policy Specifications.

                                The premium allocation shown in the Policy
                                Specifications may be changed by you. The
                                request for an allocation change must be in
                                writing.

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

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

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

                                During the Guarantee Period, the policy will
                                remain in force and no grace period will begin
                                provided the total premiums received, less any
                                withdrawals and any Debt, equals or exceeds the
                                Monthly Guarantee Premium times the number of
                                months since the Policy Date, including the
                                current month. The Guarantee Period and Monthly
                                Guarantee Premium are shown in the Policy
                                Specifications.

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

                                1. receipt of evidence of insurability
                                satisfactory to us;

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

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

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

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

                                The suicide and incontestability provisions will
                                apply from the effective date of reinstatement.
<PAGE>   13



GENERAL ACCOUNT PROVISIONS

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

FIXED ACCOUNT                   The fixed account is credited with interest
                                rate(s) which will not be less than the
                                guaranteed minimum interest rate. The guaranteed
                                minimum interest rate is 3.00% per year
                                compounded daily at the daily equivalent of a
                                3.00% annual effective rate.

                                We may declare from time to time a current rate
                                which is higher than the guaranteed minimum
                                interest rate. Each current interest rate will
                                be guaranteed until the next policy anniversary.

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

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

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

                                2. any amounts transferred to the fixed account;
                                plus

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

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

                                5. any amounts transferred from the fixed
                                account; minus

                                6. any amounts withdrawn from the fixed account;
                                minus

                                7. any amounts loaned from the fixed account.

VARIABLE ACCOUNT PROVISIONS

SEPARATE ACCOUNT                The variable benefits under this policy are
                                provided through the KILICO Variable Separate
                                Account which is referred to in this policy as
                                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 our assets have been allocated for
                                this policy and may be allocated for certain
                                other policies.

LIABILITIES OF                  The assets equal to the reserves and other
SEPARATE ACCOUNT                liabilities of the Separate Account will not be
                                charged with liabilities arising out of any
                                other business we may conduct. If the assets of
                                the Separate Account exceed the liabilities
                                under the policies supported by the Separate
                                Account, then the excess may be used to cover
                                the liabilities of our General Account. The
                                assets of the Separate Account will be valued on
                                each Valuation Date.

SUBACCOUNT VALUE                On any Valuation Date, the subaccount value in a
                                subaccount equals:

                                1. the subaccount value on the previous
                                Valuation Date multiplied by the investment
                                experience factor for the end of the current
                                Valuation Period; plus

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

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

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

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

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

                                7. any amounts loaned from the subaccount during
                                the Valuation Period.



                                                                         Page 11


<PAGE>   14
                                                                         Page 12

VARIABLE ACCOUNT PROVISIONS (CONTINUED)


FUND                            Each subaccount of the Separate Account will buy
                                shares of an investment company or of a separate
                                series of an investment company offered as an
                                investment alternative under the policy. The
                                Funds are registered under the Investment
                                Company Act of 1940 as open-end management
                                investment companies. Each series of a Fund
                                represents a separate investment portfolio which
                                corresponds to one of the subaccounts of the
                                Separate Account.

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

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


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

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

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

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

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

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

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

ACCUMULATION UNIT VALUE         Each subaccount has an accumulation unit value.
                                For each subaccount the accumulation unit value
                                was initially set at the same unit value as the
                                net asset value of a share of the underlying
                                portfolio. When premiums or other amounts are
                                allocated to a subaccount, a number of units
                                are purchased based on the subaccount's
                                accumulation unit value at the end of the
                                Valuation Period during which the allocation is
                                made. When amounts are transferred out of or
                                deducted from a subaccount, units are redeemed
                                in a similar manner.

                                The accumulation unit value for each subsequent
                                Valuation Period is the investment experience
                                factor for that period multiplied by the
                                accumulation unit value for the immediately
                                preceding period. The accumulation unit value
                                for a Valuation Period applies to each day in
                                such period. The number of accumulation units
                                will not change as a result of investment
                                experience.

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

                                The investment experience factor of a
                                subaccount for a Valuation Period is determined
                                by dividing 1. by 2. and subtracting 3. from the
                                result, where:

                                1. is the net result of:



<PAGE>   15
VARIABLE ACCOUNT PROVISIONS (CONTINUED)

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

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

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

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

                                3. is the factor representing the Mortality and
                                Expense Risk Charge.


NONFORFEITURE PROVISIONS

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

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

                                1. the monthly cost of insurance charge for this
                                policy; plus

                                2. the monthly charge for any supplemental
                                benefits and riders; plus

                                3. the monthly administration charge.

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

COST OF INSURANCE               The cost of insurance is determined on each
                                deduction day.

                                1. The cost of insurance for the Initial
                                Specified Amount equals a. times the result of
                                b. minus c., where:

                                a. is the monthly Cost of Insurance rate per
                                1,000 for the Initial Specified monthly Amount;

                                b. is the death benefit less any increases in
                                Specified Amount divided by 1.0024663; and

                                c. is the Cash Value applicable to the Initial
                                Specified Amount.

                                2. The cost of insurance for each increase in
                                the Specified Amount equals a. times the result
                                of b. minus c., where:

                                a. is the monthly Cost of Insurance rate per
                                1,000 for each increase monthly in the Specified
                                Amount;

                                b. is the amount of the increase in the
                                Specified Amount divided by 1.0024663; and

                                c. is the Cash Value applicable to the increased
                                Specified Amount.

COST OF INSURANCE RATE          The monthly cost of insurance rate is based on
                                the insured's sex, Issue Age, and Rate Class.
                                The cost of insurance rate will also vary by
                                Policy Year. The monthly cost of insurance rate
                                will be determined by us based on our
                                expectations as to future mortality experience.

                                Any change in the cost of insurance rates will
                                apply to all individuals of the same sex, Issue
                                Age, Rate Class and Policy Year. At no time will
                                such rate ever be greater than those shown in
                                the Table of Guaranteed Maximum Monthly Cost of
                                Insurance Rates, shown in the Policy
                                Specifications, multiplied by a Rate Class
                                percent. These rates are based on the 1980
                                Commissioner's Standard Ordinary Smoker or
                                Nonsmoker Mortality Tables, age nearest
                                birthday.


SUPPLEMENTAL BENEFITS           The monthly charges for any supplemental
AND RIDERS                      benefits and riders are shown on the Policy
                                Specifications.



ADMINISTRATION CHARGE           The monthly administration charge is shown on
                                the Policy Specifications. The monthly
                                administration charge for subsequent policy
                                years may vary, but will not be greater than
                                $7.50.


                                                                         Page 13
<PAGE>   16
                                                                         Page 14

NONFORFEITURE PROVISIONS (continued)


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

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

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

                                   Any deduction for the cost of insurance or
                                   other benefits and riders after termination,
                                   of insurance will not be considered a
                                   reinstatement of this policy or a waiver by
                                   us of the termination.

TRANSFER PROVISIONS

TRANSFERS                          You may transfer all or part of the value of
                                   each subaccount at any time to another
                                   subaccount subject to the following
                                   conditions:

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

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

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

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

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

                                   2. the minimum amount which may be
                                   transferred is $500.00 or, if smaller, the
                                   remaining fixed account value; and

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

                                   We reserve the right at any time and without
                                   prior notice to any party to terminate,
                                   suspend or modify the transfer provision
                                   described above. We also reserve the right to
                                   charge up to $25 for each transfer.

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




<PAGE>   17
WITHDRAWAL PROVISIONS


WITHDRAWAL                         Cash withdrawals may be made any time after
                                   the first Policy Year. The minimum withdrawal
                                   amount is shown on the Policy Specifications.
                                   The maximum withdrawal is limited to 10% of
                                   the Net Surrender Value during the surrender
                                   charge period. There is a charge for each
                                   withdrawal. The withdrawal charge is also
                                   shown on the Policy Specifications. You must
                                   Specify the accounts from which the
                                   withdrawal is to be made.


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


POLICY LOAN PROVISIONS

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


                                   Preferred Loans may be made anytime after the
                                   1st policy year. We will lend an amount up
                                   to the earnings in the policy each year less
                                   any Debt.


                                   The minimum amount of any loan is $500. On
                                   the date the loan is made, an amount equal to
                                   the loan will be transferred from the
                                   subaccounts and the fixed account to the loan
                                   account held in the General Account until the
                                   loan is repaid. Unless directed otherwise,
                                   the loaned amount will be deducted from the
                                   subaccounts and the fixed account in
                                   proportion to the values that each account
                                   bears to the separate account value plus the
                                   fixed account value.

                                   Should the Debt equal or exceed the Surrender
                                   Value, this policy will terminate 61 days
                                   after notice has been mailed to you at your
                                   last known address.

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

POLICY LOAN INTEREST               The loan interest rate will be 4.50% for all
                                   loans except preferred loans. Preferred loan
                                   interest rate will be 3%. Interest will be
                                   compounded daily at the daily equivalent of
                                   the above annual interest rates. Interest not
                                   paid will be charged on a daily basis and
                                   will be added to the Debt on this policy and
                                   bear interest at the same rate.

                                   During the existence of a loan, the loan
                                   account value will earn 3.00% per year.
                                   Interest will be earned on a daily basis and
                                   will be added to the loan account.

POLICY LOAN REPAYMENT              A Debt may be repaid in full or in part at
                                   any time while this policy is in force.

                                   As Debt is paid, the loan account value equal
                                   to the amount of repayment which exceeds the
                                   difference between interest due and interest
                                   earned will be allocated to the subaccounts
                                   and the fixed account according to the then
                                   current premium allocation instructions.

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



                                                                         Page 15

<PAGE>   18
                                                                         Page 16
SURRENDER VALUE PROVISIONS


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

                                   Payment of the Net Surrender Value will
                                   discharge us from our obligations under this
                                   policy. A surrender may subject the amount
                                   surrendered to a surrender charge.

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


SURRENDER CHARGE                   The surrender charge period for this policy
                                   is the first 10 Policy Years after the Policy
                                   Date and 10 Policy Years after the effective
                                   date of any increase in the Specified Amount.
                                   During this period a surrender charge will be
                                   assessed if this policy is surrendered or if
                                   the Net Surrender Value is applied for under
                                   a settlement option.


                                   1. The amount of the surrender charge for the
                                   Initial Specified Amount will be the product
                                   of a. times b., where:

                                   a. is the surrender charge percentage for the
                                   applicable Policy Year, as shown in the
                                   Policy Specifications; and

                                   b. is the Initial Surrender Charge as shown
                                   in the Policy Specifications.

                                   2. The amount of the surrender charge for
                                   each increase in the Specified Amount will be
                                   the product of a. times b. where:

                                   a. is the surrender charge percentage for the
                                   applicable Policy Year, as shown in the
                                   Policy Specifications; and

                                   b. is the Surrender Charge for the increase
                                   in the Specified Amount as shown in the
                                   endorsement reflecting the increase.




                                   The surrender charge is the sum of the
                                   amounts determined in 1. and 2. above. The
                                   surrender charge will not be reduced by any
                                   decrease in the Specified Amount.


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



                                   Accumulation units will be redeemed to the
                                   extent necessary to achieve the dollar amount
                                   of the transfer, withdrawal, loan or
                                   surrender. The accumulation units credited in
                                   each subaccount will be reduced by the number
                                   of accumulation units redeemed. The reduction
                                   in the number of accumulation units will be
                                   determined on the basis of the accumulation
                                   unit value at the end of the Valuation Period
                                   during which the request containing all
                                   required information is received by us. An
                                   amount withdrawn, loaned or surrendered from
                                   the subaccounts will be paid within seven
                                   calendar days after the date proper written
                                   election is received by us unless: 1. the New
                                   York Stock Exchange is closed (other than
                                   customary weekend and holiday closings); 2.
                                   trading in the markets normally utilized is
                                   restricted, or an emergency exists as
                                   determined by the Securities and Exchange
                                   Commission, so that disposal of investments
                                   or determination of the valuation unit is not
                                   reasonable practicable; or 3. such other
                                   periods as defined by the Securities and
                                   Exchange Commission for the protection of
                                   owners.





<PAGE>   19
                                                                         Page 17


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


SETTLEMENT PROVISIONS


SETTLEMENT OPTIONS                 Instead of our paying all of the death
                                   benefit or Net surrender Value of this policy
                                   due in one sum, amounts may be applied under
                                   one of the following settlement options.

                                   Payments under these options will not be
                                   affected by the investment experience of any
                                   Separate Account after proceeds are applied
                                   under a settlement option.

                                   Payments must be made to a natural person in
                                   his own right, referred to below as "payee".
                                   Payment will be made as elected on a monthly,
                                   quarterly, semi-annual or annual basis.

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

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

                                   1. by you during the lifetime of the insured;

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

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

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

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

                                   OPTION 1 - FIXED INSTALLMENT ANNUITY  We will
                                   pay a monthly income for the period elected
                                   but not less than 5 years nor more than 30
                                   years.

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

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

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

                                   OTHER SETTLEMENT OPTIONS  May be available
                                   with our consent.
<PAGE>   20


                                                                         Page 18


SETTLEMENT PROVISIONS (CONTINUED)


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


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


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

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


DISBURSEMENT OF FUNDS              At the death of the payee any unpaid
UPON DEATH OF PAYEE                instalments will be paid in one lump sum to
UNDER OPTIONS 1 OR 3               the estate of the payee, unless otherwise
                                   provided in the supplementary agreement. The
                                   lump sum will be equal to the commuted value
                                   of the remaining instalments, based upon a
                                   minimum interest rate of not less than 2.50%.

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

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



<PAGE>   21

                            SETTLEMENT OPTION TABLE

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

OPTION ONE - FIXED INSTALMENT ANNUITY

<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>


OPTIONS TWO AND THREE - LIFE ANNUITY WITH INSTALMENTS GUARANTEED:

<TABLE>
<CAPTION>

Age of                    MONTHLY PAYMENTS GUARANTEED             Age of                  MONTHLY PAYMENTS GUARANTEED
Male                                                             Female
Payee                                                            Payee

           NONE          60       120      180       240                    NONE       60       120        180        240

<S>        <C>          <C>       <C>      <C>       <C>         <C>        <C>       <C>       <C>        <C>         <C>
  55       3.98         3.97      3.94     3.88      3.81          55       3.62      3.61      3.60       3.58        3.54
  56       4.05         4.04      4.01     3.95      3.86          56       3.68      3.67      3.66       3.64        3.59
  57       4.14         4.12      4.09     4.02      3.92          57       3.75      3.74      3.73       3.70        3.65
  58       4.22         4.21      4.17     4.09      3.99          58       3.82      3.81      3.79       3.76        3.71
  59       4.31         4.30      4.25     4.17      4.05          59       3.89      3.88      3.86       3.83        3.77
  60       4.41         4.39      4.34     4.25      4.11          60       3.97      3.96      3.94       3.90        3.83
  61       4.51         4.50      4.44     4.33      4.18          61       4.05      4.04      4.02       3.97        3.89
  62       4.62         4.60      4.54     4.42      4.25          62       4.14      4.13      4.10       4.05        3.96
  63       4.74         4.72      4.64     4.51      4.31          63       4.23      4.22      4.19       4.13        4.03
  64       4.86         4.84      4.75     4.60      4.38          64       4.33      4.32      4.28       4.21        4.10
  65       4.99         4.96      4.87     4.69      4.45          65       4.44      4.42      4.38       4.30        4.17
  66       5.14         5.10      4.99     4.79      4.51          66       4.55      4.53      4.48       4.39        4.24
  67       5.29         5.25      5.12     4.89      4.58          67       4.67      4.65      4.59       4.48        4.31
  68       5.45         5.40      5.25     4.99      4.64          68       4.79      4.77      4.70       4.58        4.39
  69       5.62         5.57      5.39     5.09      4.71          69       4.93      4.90      4.82       4.68        4.46
  70       5.81         5.74      5.54     5.20      4.77          70       5.07      5.04      4.95       4.78        4.53
  71       6.00         5.93      5.69     5.30      4.83          71       5.23      5.19      5.09       4.89        4.61
  72       6.21         6.12      5.85     5.41      4.88          72       5.39      5.35      5.23       5.00        4.68
  73       6.44         6.33      6.01     5.51      4.93          73       5.57      5.52      5.38       5.11        4.74
  74       6.68         6.55      6.17     5.61      4.98          74       5.76      5.71      5.53       5.23        4.81
  75       6.94         6.79      6.35     5.71      5.02          75       5.96      5.90      5.70       5.34        4.87
  76       7.21         7.03      6.52     5.80      5.06          76       6.19      6.11      5.87       5.46        4.93
  77       7.50         7.29      6.70     5.90      5.09          77       6.43      6.34      6.05       5.57        4.98
  78       7.82         7.57      6.88     5.98      5.12          78       6.69      6.58      6.24       5.68        5.03
  79       8.16         7.86      7.06     6.06      5.15          79       6.97      6.84      6.43       5.79        5.07
  80       8.52         8.16      7.24     6.14      5.17          80       7.28      7.12      6.63       5.90        5.11
  81       8.90         8.48      7.42     6.21      5.19          81       7.61      7.41      6.83       5.99        5.14
  82       9.32         8.81      7.59     6.27      5.21          82       7.97      7.73      7.03       6.09        5.17
  83       9.77         9.16      7.76     6.33      5.22          83       8.36      8.06      7.24       6.17        5.19
  84      10.24         9.52      7.93     6.38      5.24          84       8.78      8.42      7.44       6.24        5.21
  85      10.75         9.90      8.09     6.43      5.24          85       9.24      8.79      7.64       6.31        5.22

</TABLE>


OPTION FOUR - JOINT AND 100% SURVIVOR 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         3.32            3.47            3.60            3.71             3.80            3.87         3.91
60         3.41            3.60            3.79            3.96             4.11            4.22         4.30
65         3.47            3.71            3.96            4.22             4.45            4.64         4.78
70         3.52            3.80            4.11            4.46             4.80            5.12         5.38
75         3.56            3.86            4.23            4.66             5.14            5.63         6.07
80         3.58            3.90            4.31            4.81             5.42            6.11         6.80
85         3.60            3.93            4.36            4.92             5.63            6.51         7.51

</TABLE>

                                                                         Page 19


<PAGE>   22


FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
MATURES AT THE INSURED'S ATTAINED AGE 100
NON-PARTICIPATING - NO ANNUAL DIVIDENDS

This policy is a legal contract between you and us.

READ YOUR POLICY CAREFULLY.

KEMPER INVESTORS LIFE INSURANCE COMPANY

A Stock Life Insurance Company
1 Kemper Drive, Long Grove, Illinois 60049-0001

<PAGE>   1
                                                               EXHIBIT 1-A(5)(b)

                                    [SAMPLE]

KEMPER INVESTORS LIFE INSURANCE COMPANY
1 KEMPER DRIVE, LONG GROVE, ILLINOIS 60049-0001

ACCELERATED DEATH BENEFIT RIDER

IMPORTANT                          BENEFITS AS SPECIFIED UNDER THE POLICY WILL
                                   BE REDUCED IF YOU RECEIVE AN ACCELERATED
                                   DEATH BENEFIT PAYMENT.

                                   THE BENEFIT PAYMENT UNDER THIS RIDER MAY BE
                                   TAXABLE OR MAY AFFECT ELIGIBILITY FOR
                                   BENEFITS UNDER STATE OR FEDERAL LAW. YOU
                                   SHOULD CONTACT YOUR PERSONAL TAX ADVISOR FOR
                                   SPECIFIC ADVICE. NEITHER THE COMPANY NOR ITS
                                   AGENTS CAN PROVIDE TAX ADVICE.

EFFECTIVE DATE                     This Rider is part of the Policy as of the
                                   Issue Date of the Policy.

DEFINITIONS                        ACCELERATED DEATH BENEFIT - This is the
                                   amount of death benefit that you elect to
                                   accelerate when the insured is determined to
                                   be Terminally Ill. We will pay you the
                                   Accelerated Death Benefit less certain
                                   specified adjustments.

                                   TERMINALLY ILL - This is when the insured
                                   has a life expectancy of 12 months or less
                                   due to an illness or physical condition. We
                                   will require proof, satisfactory to us, that
                                   the insured is Terminally Ill. This proof
                                   will include, but is not limited to,
                                   certification by a Physician.

                                   PHYSICIAN - This must be a Physician
                                   licensed and practicing, within, the scope
                                   of his/her license, within the United
                                   States. The Physician must not be: you; the
                                   insured; or related to either party by blood
                                   or marriage.

ACCELERATED DEATH BENEFIT          You may elect to have a portion of the death
                                   benefit accelerated when the insured is
                                   found to be Terminally Ill, subject to the
                                   terms and conditions of this Rider. The
                                   maximum Accelerated Death Benefit you may
                                   elect under this Policy is the lesser of:

                                   1. 25% of the death benefit; or

                                   2. $250,000.

                                   The total Accelerated Death Benefit
                                   available under all policies issued by us or
                                   our affiliates on the life of the insured
                                   will not exceed $250,000. The minimum death
                                   benefit you may elect to accelerate is
                                   $10,000. You may not request more than one
                                   Accelerated Death Benefit under this Rider.

ADJUSTMENTS                        We will pay you the Accelerated Death
                                   Benefit less the following adjustments in
                                   one lump sum:

                                   1. There is an administration fee of $150.00
                                   for processing an Accelerated Death Benefit.

                                   2. If there is any outstanding policy loan,
                                   the Accelerated Death Benefit will be used
                                   to repay the policy loan and any accrued
                                   interest thereon.

LIEN                               We will treat the Accelerated Death Benefit
                                   as a lien against your Policy. As a lien, we
                                   will charge you interest on the Accelerated
                                   Death Benefit. The maximum annual interest
                                   rate we may charge you is the greater of:

                                   1. The interest rate charged on policy
                                   loans, as stated in the Policy; or

                                   2. the current 90 day U.S. Treasury Bill
                                   rate in effect on the date that the
                                   Accelerated Death Benefit is paid.

                                   The maximum interest rate we will charge on
                                   the portion of the lien which is equal to
                                   the Surrender Value of this Policy at the
                                   time the Accelerated Death Benefit is
                                   requested will be no greater than the rate
                                   we charge on policy loans.

                                                                          Page 1
<PAGE>   2
                                                                          Page 2


EFFECTS ON POLICY                  The Accelerated Death Benefit will first be
                                   used to repay any outstanding policy loans
                                   and any unpaid accrued interest thereon. The
                                   Accelerated Death Benefit plus any accrued
                                   interest thereon will be treated as a lien
                                   against your Policy. Your access to the Net
                                   Surrender Value of your Policy through
                                   policy loans, full surrenders, or partial
                                   surrenders, if any, will be limited to the
                                   excess of the Net Surrender value over the
                                   lien. The death benefit payable under this
                                   Policy will also be reduced by the amount of
                                   the lien. Any benefits payable under other
                                   Riders attached to the Policy will not be
                                   affected by any benefit payable under this
                                   Rider. Premiums, without reduction, will
                                   still be payable on this Policy, including
                                   any Rider premiums.

CONDITIONS                         Payment of an Accelerated Death Benefit is
                                   subject to the conditions that follow:

                                   1. This Rider is subject to the terms of the
                                   Contestability provision under this Policy.

                                   2. The insured must not be Terminally Ill
                                   due to any attempt of suicide while the
                                   suicide provision under this policy is in
                                   effect.

                                   3. You may reinstate this Rider subject to
                                   the same terms which apply to the Policy.

                                   4. You must send us a written request to
                                   elect the Accelerated Death Benefit. The
                                   written request must be in a form
                                   satisfactory to us.

                                   5. Any irrevocable beneficiaries or
                                   assignees must send us a written consent to
                                   the Accelerated Death Benefit. The written
                                   consent must be in a form satisfactory to us.

                                   6. You must provide us with proof
                                   satisfactory to us that the insured is
                                   Terminally Ill. This proof must include a
                                   certification by a Physician, who is not:
                                   you; the insured; or, related to either
                                   party by blood or marriage. We reserve the
                                   right to obtain a second medical opinion at
                                   our expense. If there is a conflict of
                                   opinion, we reserve the right to make the
                                   final determination.

                                   7. This Rider provides for the accelerated
                                   payment of the death benefit and is not
                                   intended to allow third parties to cause you
                                   to involuntarily invade your Policy proceeds
                                   ultimately payable to your beneficiary.
                                   Therefore, any election forced by creditors
                                   or government agencies will be honored only
                                   to the extent required by law.

RELATIONSHIP TO THE POLICY         This Rider is part of the Policy to which it
                                   is attached. The terms and conditions of
                                   the Policy apply to this Rider. Where the
                                   terms and conditions of the Policy and this
                                   Rider are in conflict, the terms and
                                   conditions of this Rider will prevail.

TERMINATION                        This Rider will terminate on the earliest of:

                                   1. the date we pay you an Accelerated Death
                                   Benefit;

                                   2. the date you ask us to do so in writing
                                   and send us the Policy; or

                                   3. the date this Policy lapses because a
                                   premium due is not paid within the required
                                   grace period.

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


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

                                       Secretary                   President


<PAGE>   1
                                                               EXHIBIT 1-A(5)(c)


                                    [SAMPLE]


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



                         EXTENDED MATURITY OPTION RIDER

This Rider is a part of the policy to which it is attached. It is subject to
all of the policy's provisions which are not inconsistent with this Rider. If
inconsistencies occur, the provisions of this Rider will apply.

BENEFIT

On the Maturity Date while this policy is in force, you may extend the Maturity
Date for one year. You may continue to extend the Maturity Date for one year
intervals. While this policy is continued under this provision, we will extend
the deduction period for one year and waiver any cost of insurance charges
against the policy. All attached benefit riders, other than this Rider, will
terminate. No additional policy loans or partial withdrawals will be allowed.
Upon the death of the insured while this Policy is in force, the Death Benefit
will be payable. The Death Benefit under this option is the Cash Value. If the
Maturity Date is not extended the policy will mature.

EFFECTIVE DATE

This Rider becomes effective for the Policy Date as shown on the Policy
Specifications Page.

TERMINATION

This Rider will terminate on the day coverage under this policy terminates.

REINSTATEMENT

This Rider may be reinstated if:

         1. The policy itself is being reinstated; and

         2. The Rider terminated due to the termination of the policy according
            to the terms of the policy's Grace Period provision.

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


/s/ DEBRA P. REZABEK                         /s/ JB SCOTT

     Secretary                                 President


<PAGE>   1
                                                               EXHIBIT 1-A(5)(d)

DEPENDENT CHILDREN'S RIDER

EFFECTIVE DATE:
                                   ---------------------------------------------

DEPENDENT CHILD                    A Dependent Child is a child, stepchild or
                                   legally adopted child of the insured who is:

                                   1. more than 90 days old and less than 25
                                   years old; and

                                   2. either named in the application for this
                                   rider, or born to or adopted by the insured
                                   after the date of the application for this
                                   rider.

BENEFITS                           We will pay the insured, unless you provide
                                   otherwise, the Coverage Amount for this
                                   rider each time we receive due proof that a
                                   Dependent Child has died while this rider was
                                   in force. We will cover each Dependent Child
                                   under this rider until the earliest of:

                                   1. that child's 25th birthday; or

                                   2. the date this rider terminates.

                                   The Coverage Amount for this rider is shown
                                   in the Policy Specifications.

CONVERSION                         Coverage on a Dependent Child may be
                                   converted as of the conversion date for that
                                   child to a new policy without due proof of
                                   that child's insurability, if:

                                   1. we receive your request to do so and the
                                   full initial premium for the new policy no
                                   later than 30 days after the conversion date
                                   for that child;

                                   2. this policy and rider are in force on the
                                   conversion date for that child;

                                   3. the amount of coverage requested under
                                   the new policy does not exceed five times
                                   the amount of coverage provided under this
                                   rider for that child; and

                                   4. the amount of coverage requested under
                                   the new policy is at least the minimum issue
                                   amount for that policy.

                                   The conversion date for each Dependent Child
                                   is the earlier of: 1. the Expiry Date of
                                   this rider; or 2. that child's 25th birthday.

                                   The new policy may be any flexible premium
                                   adjustable life or level premium whole life
                                   policy issued by the Company on the date of
                                   conversion. The Policy Date of the new
                                   policy will be the date of conversion. The
                                   initial premium for the new policy will be
                                   based on our then current rates under the
                                   plan chosen, using the Dependent Child's:
                                   1. sex; and 2. attained age on the date of
                                   conversion.

PAID-UP INSURANCE                  We will change each Dependent Child's
                                   coverage in force to paid-up term insurance
                                   at the death of the insured if: 1. the
                                   insured dies before the Expiry Date of this
                                   rider; and 2. this policy and rider are then
                                   in force. The paid-up insurance will be paid
                                   up to the earlier of: 1. the covered child's
                                   25th birthday; or 2. the Expiry Date of this
                                   rider.

                                   The paid-up insurance will have a cash
                                   surrender value equal to the net single
                                   premium of any remaining term insurance at
                                   the time of surrender. The net single
                                   premium is based on the Commissioners 1980
                                   Standard Ordinary Mortality Tables at 4% per
                                   year. This assumes that death during any
                                   policy year occurs at the end of that year.
<PAGE>   2
                                                                          Page 2

PAID-UP INSURANCE (CONTINUED)      Paid-up insurance on any Dependent Child
                                   cannot be contested after insurance has been
                                   in force, during the life of that child, for
                                   two years. The two years includes the period
                                   that such Dependent Child's coverage was in
                                   force under this rider prior to the date the
                                   paid-up insurance becomes effective. The
                                   Dependent Child will be the owner of the
                                   paid-up insurance if he or she is of the age
                                   of majority at the death of the insured. The
                                   legal guardian of the Dependent Child will
                                   be the owner of the paid-up insurance if the
                                   Dependent Child is not of the age of
                                   majority at the death of the insured. When
                                   the Dependent Child attains age of majority,
                                   he or she will become the owner.

COST                               The cost is equal to the monthly rate for
                                   this rider shown in the Policy
                                   Specifications.

                                   The cost for this rider will be included in
                                   the monthly deduction. If this rider
                                   terminates, the monthly deduction due on
                                   this policy will no longer include the cost
                                   of this rider.

CONTESTABILITY                     This rider cannot be contested after it has
                                   been in force, during the life of the
                                   insured, for a period of two years from the
                                   later of: 1. the Date of Issue of the
                                   policy; or 2. the Effective Date of this
                                   rider.

MISSTATEMENT OF AGE                If the age of any Dependent Child was
                                   misstated, the benefits under this rider
                                   will then be based on the correct age.

RELATIONSHIP TO POLICY             This rider is part of the policy to which it
                                   is attached. The terms and conditions of the
                                   policy apply to this rider. With respect to
                                   coverage provided by this rider, where the
                                   terms and conditions of the policy and the
                                   rider are in conflict, the rider terms
                                   prevail.

EFFECTIVE DATE                     The Effective Date of this rider is the
                                   Policy Date of the policy unless otherwise
                                   provided. This rider will not become
                                   effective unless the policy is in effect or
                                   becomes effective.

EXPIRY DATE                        The Expiry Date for this rider is shown in
                                   the Policy Specifications.

TERMINATION OF THIS RIDER          This rider will terminate on the earliest of:

                                   1. the Expiry Date;

                                   2. the day you surrender this policy;

                                   3. the day a conversion of this rider's
                                   coverage takes effect;

                                   4. the first deduction day after we receive
                                   your request that we terminate this rider; or

                                   5. the end of a grace period, when a
                                   Required Premium due remains unpaid.

                                   Paid-up insurance, if any, will terminate
                                   upon surrender or as provided under the
                                   Paid-Up Insurance provision.

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


                                   /s/ DEBRA P. REZABEK      /s/ JB SCOTT
                                       Secretary          President


<PAGE>   1
                                                               EXHIBIT 1-A(5)(e)

WAIVER OF SELECTED PREMIUM RIDER

EFFECTIVE DATE:
               -----------------------------------------------------------------

BENEFIT                            After we approve a claim for Total
                                   Disability benefits, and while the insured
                                   remains totally disabled and the policy
                                   remains effective, we will credit this
                                   policy with monthly payments in an amount
                                   equal to 1/12 the SELECTED PREMIUM. The
                                   SELECTED PREMIUM is shown in the
                                   Specifications. It is possible that coverage
                                   under the policy and this rider will expire
                                   prior to the maturity or expiry date if the
                                   selected premium is insufficient to continue
                                   coverage to such date. No benefit will be
                                   provided for a disability that begins after
                                   the policy anniversary nearest the insured's
                                   60th birthday or for disability continuing
                                   beyond this policy's original Maturity Date.

TOTAL DISABILITY                   Total Disability means the insured:

                                   1. is continuously unable to engage in all
                                   of the substantial and material duties of:
                                   his own occupation during the first year of
                                   disability; and any business, occupation, or
                                   employment for which he is reasonably fitted
                                   by education, training or experience
                                   thereafter; or

                                   2. has permanently lost the sight of both
                                   eyes; or

                                   3. has permanently lost the use of both
                                   hands or both feet; or

                                   4. has permanently lost the use of one hand
                                   and one foot.

                                   Total Disability of the insured requires:

                                   1. that any condition described in 2., 3.,
                                   or 4. above and the disability which
                                   results, occur after the Effective Date of
                                   this rider;

                                   2. that an accidental bodily injury
                                   occurring, or a disease first manifesting
                                   itself after the effective date of this
                                   rider cause the disability;

                                   3. that disability continues for 6
                                   consecutive months; and

                                   4. that this rider and this policy are in
                                   force when disability begins.

EXCLUSIONS AND RISKS NOT COVERED   This rider will provide no benefit if the
                                   insured's Total Disability results from:

                                   1. an intentionally self-inflicted injury;

                                   2. an act of war, declared or undeclared;

                                   3. any military, naval or air service for
                                   any country at war, declared or undeclared;
                                   or

                                   4. a physical condition present and known on
                                   or before the date of issue of this policy.

NOTICE OF CLAIM                    We must receive written notice of claim:
                                   1. during the insured's life; and 2. within
                                   one year after the start of insured's Total
                                   Disability: unless it can be shown that such
                                   notice was given as soon as reasonably
                                   possible.

PROOF OF DISABILITY                We must receive due proof of the insured's
                                   Total Disability before we will credit
                                   Selected Premium benefits under this policy.
                                   Due proof of disability will include
                                   statements from the insured's attending
                                   physician and employer that the insured was
                                   and/or is Totally Disabled. Due proof must
                                   be furnished to us as soon as reasonably
                                   possible. We may also require that a medical
                                   examiner of our choice examine the insured.
                                   Such examinations will be done at our
                                   expense.

                                                                          Page 1
<PAGE>   2
                                                                          Page 2

                                   After we approve a claim, we may ask for due
                                   proof that the insured's Total Disability
                                   continues before we continue the benefits
                                   provided by this rider. This will be done at
                                   reasonable intervals. After two years
                                   "reasonable intervals" will mean yearly, or
                                   less often at our option. The benefits
                                   provided by this rider will cease on the
                                   next deduction day if you fail to furnish us
                                   with due proof, within 30 days after we
                                   request such proof, that the insured is
                                   still totally disabled.

COST                               The monthly cost for this rider is shown in
                                   the Policy Specifications.

                                   The monthly cost for this rider is based on
                                   the insured's: 1. sex; 2. attained age on
                                   the Effective Date of this rider; 3. rate
                                   class; and 4. Selected Premium. The cost for
                                   this rider is included in the monthly
                                   deduction. If this rider terminates, the
                                   monthly deduction due on this policy will no
                                   longer include the cost for this rider.

                                   Any payments which are due under this policy
                                   before we approve a claim must be paid
                                   before the grace period expires. After a
                                   claim is approved, that part of any payment
                                   coming due under this policy which exceeds
                                   the Selected Premium benefit credited to
                                   this policy, if any, must be paid before the
                                   grace period expires.

                                   If the claim is approved, we will credit
                                   Selected Premium benefits from the deduction
                                   date next following the date Total
                                   Disability began. We will credit no more
                                   than 12 monthly disability benefit payments
                                   for any disability period prior to the date
                                   we first received notice of claim.

NOTICE OF RECOVERY                 You are required to notify us as soon as
                                   possible after the insured's Total
                                   Disability ends.

EFFECTIVE DATE                     The Effective Date of this rider is the
                                   Policy Date of the policy unless otherwise
                                   provided. This rider will not become
                                   effective unless the policy is in effect or
                                   becomes effective.

RELATIONSHIP TO POLICY             This rider is part of the policy to which it
                                   is attached. The terms and conditions of the
                                   policy apply to this rider. With respect to
                                   coverage provided by this rider: where the
                                   terms and conditions of the policy and the
                                   rider are in conflict, the rider terms
                                   prevail.

EXPIRY DATE                        The Expiry Date for this rider is shown in
                                   the Policy Specifications.

TERMINATION OF THIS RIDER          This rider will terminate on the earliest of:

                                   1. the Expiry Date;

                                   2. the day you surrender this policy;

                                   3. the first deduction day after we receive
                                   your request to terminate this rider; or

                                   4. the end of a grace period.

                                   Provided this policy remains in force, an
                                   eligible claim for disability commencing
                                   before the policy anniversary nearest the
                                   insured's 60th birthday will not end because
                                   this rider terminates.

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


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


<PAGE>   1
                                                               EXHIBIT 1-A(5)(f)

OTHER INSURED RIDER

EFFECTIVE DATE:
                 ---------------------------------------------------------------

BENEFIT                            Unless you provide otherwise, we will pay
                                   the owner the Coverage Amount for this rider
                                   when we receive due proof that the other
                                   insured died while this rider was in force.
                                   The other insured is named in the Policy
                                   Specifications. The initial Coverage Amount
                                   for this rider is shown in the Policy
                                   Specifications.

COVERAGE CHANGES                   After the first policy year, you can request
                                   a change in the Coverage Amount. You must
                                   send a request to us to make such a change.
                                   We will allow no more than one such change
                                   in any policy year. The minimum change in
                                   Coverage Amount for this rider is $25,000.

                                   You must apply for increases on a
                                   supplemental application. You must also
                                   submit due proof to us that the other
                                   insured is insurable. Any increase will
                                   become effective on the deduction day on or
                                   next following the date we approve the
                                   request.

                                   Any decrease will become effective on the
                                   deduction day on or next following the date
                                   we approve the request. First, the decrease
                                   will be applied against the most recent
                                   increase in Coverage Amount. Then it will be
                                   applied to other increases in Coverage
                                   Amount in the reverse order in which they
                                   occurred. Finally, it will be applied
                                   against the initial Coverage Amount.

                                   The Coverage Amount can never be less than
                                   $25,000.

CONVERSION PRIVILEGE               The Coverage Amount on the other insured may
                                   be converted to a new policy without
                                   evidence of the other insured's
                                   insurability. We will convert the other
                                   insured's coverage if 1. through 4. of this
                                   provision are satisfied.

                                   1. By the earlier of a. or b.: a. you
                                   request us to convert the Coverage Amount
                                   before the other insured's 65th birthday; or
                                   b. (i) you request us to convert it within
                                   the 60 days after the death of the insured,
                                   or (ii) the other insured requests us to
                                   convert it within 60 days after your death
                                   if you are the insured.

                                   2. We receive the request before this rider
                                   terminates.

                                   3. The amount of coverage requested under the
                                   new policy is a least the minimum issue
                                   amount for that policy.

                                   4. The amount of coverage requested under
                                   the new policy does not exceed the Coverage
                                   Amount for this rider on the date the
                                   conversion is requested.

                                   The new policy may be any flexible premium
                                   adjustable life or level premium whole life
                                   policy issued by us on the date of
                                   conversion. The date of conversion will be
                                   the first deduction day after our receipt of
                                   the request. The policy date of the new
                                   policy will be the date of conversion. The
                                   rate for the new policy will be based on the
                                   other insured's: 1. sex; 2. then attained
                                   age; and 3. rate class for the most recently
                                   issued coverage. The new policy will not
                                   become effective unless its initial premium
                                   is paid before or upon its delivery.

MISSTATEMENT OF AGE AND/OR SEX     If the age and/or sex of the other insured
                                   was misstated to us, the Coverage Amount for
                                   this rider, shown in the Policy
                                   Specifications, will be adjusted. The
                                   adjusted amount will be the amount that the
                                   cost charged for this rider, on the most
                                   recent deduction day prior to the other
                                   insured's death, would have purchased using
                                   the other insured's correct age and sex.

CONTESTABILITY                     We will not contest the validity of this
                                   rider with respect to its initial Coverage
                                   Amount after this rider has been in force,
                                   during the other insured's life, for two
                                   years from the later of: 1. the Issue Date
                                   of the policy; or 2. the effective date of
                                   this rider. With respect to any increase in
                                   the Coverage Amount for this rider, we will
                                   not contest the validity of the increase
                                   after it has been in effect, during the
                                   other insured's life, for two years.

SUICIDE                            We will limit the amount we pay under this
                                   rider if the other insured commits suicide,
                                   while sane or insane:

                                   1. within two years from the Issue Date of
                                   this rider; and 2. at any other time, but
                                   within two years after an increase in the
                                   Coverage Amount for this rider becomes
                                   effective.

                                   If 1. applies, the limited amount will equal
                                   all costs charged for this rider. If 2.
                                   applies, the limited amount we will pay with
                                   respect to each such increase will equal all
                                   costs charged to provide each such increase
                                   in coverage.

<PAGE>   2
COST                               The cost for this rider is determined on
                                   each deduction day and is the sum of:
                                   1. the cost of insurance; plus 2. the cost
                                   of any flat extra amounts. The cost for this
                                   rider will be included in the monthly
                                   deduction. If this rider terminates, the
                                   monthly deduction due on this policy will no
                                   longer include the cost for this rider.

COST OF INSURANCE                  We calculate the cost of insurance on each
                                   deduction day.

                                   The cost of insurance for the initial
                                   Coverage Amount equals a. times b., where:
                                   a. is the cost of insurance rate for the
                                   initial Coverage Amount; and b. is the
                                   initial Coverage Amount less any decreases
                                   in it.

                                   The cost of insurance for each increase in
                                   the Coverage Amount equals a. times b.,
                                   where: a. is the cost of insurance rate for
                                   each increase in the Coverage Amount; and b.
                                   is the amount of each increase in the
                                   Coverage Amount less any decreases in it.

COST OF INSURANCE RATE             The cost of insurance rate for this rider is
                                   determined separately for the other
                                   insured's initial Coverage Amount and each
                                   Coverage Amount increase. The cost of
                                   insurance rates for the other insured's
                                   Coverage Amount is based on the other
                                   insured's: 1. sex; 2. attained age on the
                                   effective date of this rider; 3. coverage
                                   year; and 4. rate class.

                                   The cost of insurance rates for each
                                   Coverage Amount increase is based on the
                                   other insured's: 1. sex; 2. attained age on
                                   date of increase; 3. coverage year; and
                                   4. rate class.

                                   The cost of insurance rate will be
                                   determined under the direction of our Board
                                   of Directors in advance of each coverage
                                   year and is guaranteed for that year. Any
                                   change in the cost of insurance rate will be
                                   on a uniform basis for all other insureds of
                                   the same: 1. sex; 2. attained age at start
                                   of coverage; 3. coverage year; and 4. rate
                                   class. However, the cost of insurance rates
                                   will not exceed those shown in the Table of
                                   Guaranteed Maximum Monthly Cost of Insurance
                                   Rates per $1,000 multiplied by the rate
                                   class percent. These rates are found in the
                                   Policy Specifications. These rates are based
                                   on the 1980 Commissioner's Standard Ordinary
                                   Smoker and Nonsmoker Mortality Tables, Age
                                   Nearest Birthday.

                                   For purposes of this rider, coverage year is
                                   a one year period of time starting: a. on
                                   the date the Initial Coverage Amount of
                                   insurance becomes effective; or b. on the
                                   date any increase in the Coverage Amount of
                                   insurance becomes effective.

RELATIONSHIP TO POLICY             This rider is part of the policy to which it
                                   is attached. The terms and conditions of the
                                   policy apply to this rider. If there is a
                                   conflict between the terms and conditions of
                                   this rider and the policy, with respect to
                                   coverage provided by this rider, the terms
                                   of this rider prevail.

EFFECTIVE DATE                     The effective date of this rider is the
                                   Policy Date of the policy unless otherwise
                                   provided. This rider will not become
                                   effective unless the policy is in effect or
                                   becomes effective.

EXPIRY DATE                        The Expiry Date for this rider is shown in
                                   the Policy Specifications.

TERMINATION OF RIDER               This rider will terminate on the earliest of:

                                   1. the Expiry Date;

                                   2. the 60th day after the insured's death;

                                   3. the day you surrender this policy;

                                   4. the day a conversion of this rider's
                                   coverage takes effect;

                                   5. the first deduction day after we receive
                                   your request that we terminate this rider; or

                                   6. the end of a grace period, when a premium
                                   due remains unpaid.

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


                                   /s/ DEBRA P. REZABEK      /s/ JB SCOTT
                                         Secretary             President


<PAGE>   1
                                                           EXHIBIT 1-A(S)(6)(ii)

                               THIRD AMENDMENT TO

                             PARTICIPATION AGREEMENT

                                      Among

                        VARIABLE INSURANCE PRODUCTS FUND,

                        FIDELITY DISTRIBUTORS CORPORATION

                                       and

                     KEMPER INVESTORS LIFE INSURANCE COMPANY


                  THIS THIRD AMENDMENT, made and entered into as of the 30th day
of November, 1999, is made a part of the PARTICIPATION AGREEMENT made and
entered into as of the 1st day of May, 1996 as previously amended by Amendment
made and entered into as of the 1st day of May, 1998 and by Amendment made and
entered into as of the 1st day of August, 1998 (hereinafter the "Agreement"), by
and among KEMPER INVESTORS LIFE INSURANCE COMPANY (hereinafter the "Company"),
an Illinois corporation, on its own behalf and on behalf of each segregated
asset account of the Company set forth on Schedule A hereto as may be amended
from time to time (each such account hereinafter referred to as the "Account"),
and the VARIABLE INSURANCE PRODUCTS FUND, an unincorporated business trust
organized under the laws of the Commonwealth of Massachusetts (hereinafter the
"Fund") and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the "Underwriter"), a
Massachusetts corporation.

                  WHEREAS, the Fund is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended
(hereinafter the "1940 Act") and its shares are registered under the Securities
Act of 1933, as amended (hereinafter the "1933 Act"); and

                  WHEREAS, the beneficial interest in the Fund is divided into
several series of shares, each representing the interest in a particular managed
portfolio of securities and other assets, any one or more of which may be made
available under the Agreement (each such series hereinafter referred to as a
"Portfolio"); and

                  WHEREAS, the Company has registered certain variable life
contracts under the 1933 Act; and

                  WHEREAS, the Company has organized a segregated asset account,
established by resolution of the Board of Directors of the Company, to set aside
and invest



                                       1
<PAGE>   2

assets attributable to the aforesaid variable life contracts, and has registered
such Account as a unit investment trust under the 1940 Act; and

                  WHEREAS, to the extent permitted by applicable insurance laws
and regulations, the Company intends to purchase shares in the Portfolios on
behalf of the Account to fund certain of the aforesaid variable life contracts
and the Underwriter is authorized to sell such shares to unit investment trusts
such as the Account at net asset value; and

                  WHEREAS, the Company, the Fund and the Underwriter thereby
desire to amend the Agreement to effect such changes;

                  NOW, THEREFORE, in consideration of their mutual promises, the
Company, the Fund and the Underwriter hereby agree as follows:

                  1. Schedule A (As amended August 1, 1998) Separate Accounts
and Associated Contracts to the Agreement is hereby deleted in its entirety and
replaced with the attached new Schedule A (As amended November 30, 1999)
Separate Accounts and Associated Contracts.

                  2. Schedule C (As amended August 1, 1998) to the Agreement is
hereby deleted in its entirety and replaced with the attached new Schedule C (As
amended November 30, 1999).

                  3. Except as amended by this Third Amendment, all other
provisions, conditions and terms of the Agreement shall continue in full force
and effect.

                  IN WITNESS WHEREOF, each of the parties hereto has caused this
Third Amendment to be executed in its name and on its behalf by its duly
authorized representative and its seal to be hereunder affixed hereto as of the
date first specified above.


                        KEMPER INVESTORS LIFE INSURANCE COMPANY


                        By: /s/ James E. Hohmann
                            ----------------------------------------------------
                            James E. Hohmann, Senior Vice President


                       [Signatures Continued on Next Page]



                                       2
<PAGE>   3


                  VARIABLE INSURANCE PRODUCTS FUND


                  By:      /s/ Robert C. Pozen
                           -----------------------------------------------------
                           Robert C. Pozen, Senior Vice President


                  FIDELITY DISTRIBUTORS CORPORATION


                  By:      /s/ Kevin J. Kelly
                           -----------------------------------------------------
                           Kevin J. Kelly, Vice President



                                       3
<PAGE>   4

                                   Schedule A
                         (As amended November 30, 1999)

                   Separate Accounts and Associated Contracts

<TABLE>
<CAPTION>
Name of Separate Account and                Policy Form Numbers of Contracts Funded
Date Established by Board of Directors      by Separate Account
- --------------------------------------      -------------------
<S>                                         <C>
KILICO Variable Annuity Separate            Kemper Advantage III (Policy Form Series
Account (May 29, 1981)                      L-1000)

KILICO Variable Separate Account            Kemper Power V (Policy Form Series
(January 22, 1987)                          S-6003)

                                            Zurich Kemper LifeInvestors (Policy Form
                                            Series L-8521)

KILICO Variable Separate Account - 2        First Foundation VUL (Policy Form Series
(January 17, 1997)                          L-8161, L-8161CV, L-8162, L-8162CV)
</TABLE>


                                       4
<PAGE>   5

                                   SCHEDULE C
                         (As amended November 30, 1999)


Other investment companies currently available under variable annuities or
variable life insurance issued by the Company:

         Kemper Advantage III

Kemper Variable Series (formerly Investors Fund Series)

         Kemper Money Market Portfolio
         Kemper Total Return Portfolio
         Kemper High Yield Portfolio
         Kemper Growth Portfolio
         Kemper Government Securities Portfolio
         Kemper International Portfolio
         Kemper Small Cap Growth Portfolio
         Kemper Investment Grade Bond Portfolio
         Kemper Small Cap Value Portfolio
         Kemper Contrarian Value Portfolio (formerly Kemper Value Portfolio)
         Kemper Horizon 5 Portfolio
         Kemper Horizon 10+ Portfolio
         Kemper Horizon 20+ Portfolio
         Kemper Value+Growth Portfolio

Janus Aspen Series
         Aggressive Growth Portfolio
         Growth Portfolio
         Worldwide Growth Portfolio
         Balanced Portfolio

Lexington Natural Resources Trust

Lexington Emerging Markets Fund

Fidelity Insurance Products Fund II
         Asset Manager Portfolio
         Index 500 Portfolio
         Contrafund Portfolio

Scudder Variable Life Investment Fund
         Scudder VLIF Bond Portfolio
         Scudder VLIF Capital Growth Portfolio
         Scudder VLIF International Portfolio



                                       5
<PAGE>   6

                                   SCHEDULE C
                         (As amended November 30, 1999)
                                   (Continued)


         Kemper Advantage III  (Cont'd)

The Dreyfus Socially Responsible Growth Fund, Inc.

J.P. Morgan Series Trust II
         J.P. Morgan Small Company Portfolio

The Alger American Fund
         Alger American Growth Portfolio
         Alger American Small Capitalization Portfolio

American Century Variable Portfolios, Inc.
         American Century VP Income & Growth Portfolio
         American Century VP Value Portfolio


         Kemper Power V

Kemper Variable Series (formerly Investors Fund Series)
         Kemper Money Market Portfolio
         Kemper Total Return Portfolio
         Kemper High Yield Portfolio
         Kemper Growth Portfolio
         Kemper Government Securities Portfolio
         Kemper International Portfolio
         Kemper Small Cap Growth Portfolio

American Skandia Trust
         AST Lord Abbett Growth and Income Portfolio
         AST JanCap Growth Portfolio
         AST T. Rowe Price International Equity Portfolio
         AST T. Rowe Price Asset Allocation Portfolio
         AST Janus Small-Cap Growth (formerly Founders Capital Appreciation)
          Portfolio
         AST INVESCO Equity Income Portfolio
         AST PIMCO Total Return Bond Portfolio
         AST PIMCO Limited Maturity Bond Portfolio
         AST Neuberger Berman Mid-Cap Growth Portfolio



                                       6
<PAGE>   7


                                   SCHEDULE C
                         (As amended November 30, 1999)
                                   (Continued)


         Kemper Power V  (Cont'd)

Fidelity Variable Insurance Products Fund II
         Contrafund Portfolio
         Index 500 Portfolio

Fidelity Variable Insurance Products Fund III
         Growth Opportunities Portfolio

Scudder Variable Life Investment Fund
         International (B-Shares) Portfolio
         Growth and Income (B-Shares) Portfolio


         First Foundation VUL

Evergreen Variable Annuity Trust
         Evergreen VA Fund
         Evergreen VA Growth and Income Fund
         Evergreen VA Foundation Fund
         Evergreen VA Global Leaders Fund
         Evergreen VA Strategic Income Fund
         Evergreen VA Omega Fund (formerly Evergreen VA Aggressive Growth Fund)
         Evergreen VA Small Cap Value Fund (formerly Evergreen VA Small Cap
                  Equity Income Fund)
         Evergreen VA International Growth Fund
         Evergreen VA Masters Fund

Goldman Sachs Variable Insurance Trust
         Goldman Sachs International Equity Fund
         Goldman Sachs Global Income Fund

Morgan Stanley Dean Witter Universal Funds, Inc.
         Morgan Stanley High Yield Portfolio
         Morgan Stanley U.S. Real Estate Portfolio

Fidelity Variable Insurance Products Fund II
         Contrafund Portfolio
         Index 500 Portfolio



                                       7
<PAGE>   8


                                   SCHEDULE C
                         (As amended November 30, 1999)
                                   (Continued)


         Zurich Kemper LifeInvestor

The Alger American Fund
         Alger American Balanced Portfolio
         Alger American Growth Portfolio
         Alger American Income & Growth Portfolio
         Alger American MidCap Growth Portfolio

The Dreyfus Socially Responsible Growth Fund, Inc.

Dreyfus Stock Index Fund

Dreyfus Variable Investment Fund
         Dreyfus Capital Appreciation Portfolio
         Dreyfus Small Cap Portfolio

Templeton Variable Products Series Fund
         Templeton Asset Allocation Fund
         Templeton Bond Fund
         Templeton Developing Markets Fund
         Templeton International Fund

Janus Aspen Series
         Aggressive Growth Portfolio
         Balanced Portfolio
         Flexible Income Portfolio
         Growth Portfolio
         International Growth Portfolio
         Worldwide Growth Portfolio

Scudder Variable Life Investment Fund
         Scudder VLIF Capital Growth Portfolio
         Scudder VLIF Growth and Income Portfolio
         Scudder VLIF International Portfolio

Kemper Variable Series (formerly Investors Fund Series)
         Kemper Government Securities Portfolio
         Kemper Investment Grade Bond Portfolio
         Kemper Money Market Portfolio



                                       8
<PAGE>   9

                                   SCHEDULE C
                         (As amended November 30, 1999)
                                   (Continued)


         Zurich Kemper LifeInvestor  (Cont'd)

         Kemper Small Cap Growth Portfolio
         Kemper Total Return Portfolio
         Kemper Value+Growth Portfolio



                                       9


<PAGE>   1
                                                          EXHIBIT 1-A(8)(e)(iii)

                      FORM OF NOVEMBER 1, 1999 AMENDMENT TO
                          FUND PARTICIPATION AGREEMENT
                                     BETWEEN
                   KEMPER INVESTORS LIFE INSURANCE COMPANY AND
               THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.

         This Amendment to the April 29, 1999 Fund Participation Agreement
between Kemper Investors Life Insurance Company and The Dreyfus Socially
Responsible Growth Fund, Inc. (the "Agreement") is made for the purposes of
adding Dreyfus Investment Portfolios, Dreyfus Variable Investment Fund and
Dreyfus Life and Annuity Index Fund, Inc. (d/b/a Dreyfus Stock Index Fund) as
new parties to the Agreement, modifying Article I, paragraph 1.12 and Article
XII, paragraph 12.1 of the Agreement and modifying Exhibit A thereto by adding
three Participating Funds and/or Portfolios thereof.


         The first paragraph of the Agreement is hereby revised to read in its
entirety as follows:

         "This Agreement is entered into as of the 29th day of April, 1999, by
         and among KEMPER INVESTORS LIFE INSURANCE COMPANY, a life insurance
         company organized under the laws of the State of Illinois ("Insurance
         Company"); THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.; DREYFUS
         INVESTMENT PORTFOLIOS; DREYFUS VARIABLE INVESTMENT FUND; and DREYFUS
         LIFE AND ANNUITY INDEX FUND, INC. (d/b/a DREYFUS STOCK INDEX FUND)
         (each a "Fund")."

         Article I, paragraph 1.12 of the Agreement is hereby revised to read in
its entirety as follows:

         "Separate Account" shall mean KILICO Variable Annuity Separate Account
         and KILICO Variable Separate Account, separate accounts established by
         Insurance Company in accordance with the laws of the State of
         Illinois."

         Article XII, paragraph 12.1 of the Agreement is hereby revised to read
in its entirety as follows:

         "Each notice required by this Agreement shall be given by certified
         mail, return receipt requested, to the appropriate parties at the
         following addresses:

         Insurance Company:   Kemper Investors Life Insurance Company
                                    1 Kemper Drive
                                    Long Grove, IL 60049
                                    Attn: General Counsel


<PAGE>   2


         Participating Funds: The Dreyfus Socially Responsible Growth Fund, Inc.
                              Dreyfus Investment Portfolios
                              Dreyfus Variable Investment Fund
                              Dreyfus Life and Annuity Index Fund, Inc.
                               (d/b/a Dreyfus Stock Index Fund)
                                   c/o Premier Mutual Fund Services, Inc.
                                   200 Park Avenue
                                   New York, New York 10166
                                   Attn:  Vice President and Assistant Secretary

         with copies to:      The Dreyfus Socially Responsible Growth Fund, Inc.
                              Dreyfus Investment Portfolios
                              Dreyfus Variable Investment Fund
                              Dreyfus Life and Annuity Index Fund, Inc.
                               (d/b/a Dreyfus Stock Index Fund)
                                   c/o The Dreyfus Corporation
                                   200 Park Avenue
                                   New York, New York 10166
                                   Attn: Mark N. Jacobs, Esq.
                                         Adam Scaramella, Esq.

                                   and

                                   Stroock & Stroock & Lavan LLP
                                   180 Maiden Lane
                                   New York, New York 10038-4982
                                   Attn: Lewis G. Cole, Esq.
                                         Stuart H. Colemen, Esq.

         Notice shall be deemed to be given on the date of receipt by the
         addressee as evidenced by return receipt."


                  Exhibit A of the Agreement is hereby deleted and replaced with
         the attached Exhibit A.


                  Except as hereby amended, all provisions, conditions and terms
         of the Agreement shall continue in full force and effect. Further, all
         parties to this Amendment, including the three new parties hereby
         added, hereby agree to be bound by all provisions, conditions and terms
         of the Agreement, as hereby amended, as if they were parties to the
         original Agreement.



         IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed in its name and on its behalf by its duly authorized
representative as of the 1st day of November, 1999.


<PAGE>   3

                          KEMPER INVESTORS LIFE  INSURANCE COMPANY


                          By:
                             -------------------------
                          Name: James E. Hohmann
                          Title: Senior Vice President
Attest:
        ----------------
                          THE DREYFUS SOCIALLY RESPONSIBLE GROWTH
                          FUND, INC.


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



                          DREYFUS INVESTMENT PORTFOLIOS


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

                          DREYFUS VARIABLE INVESTMENT FUND


                          By:
                             -------------------------
                          Name:
                          Title:
Attest:
        -----------------
                          DREYFUS LIFE AND ANNUITY INDEX FUND, INC.
                          (d/b/a DREYFUS STOCK INDEX FUND)


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


<PAGE>   4

                                    EXHIBIT A

                           LIST OF PARTICIPATING FUNDS
                           (AND/OR PORTFOLIOS THEREOF)


The Dreyfus Socially Responsible Growth Fund, Inc.
Dreyfus Investment Portfolios
         MidCap Stock Portfolio
Dreyfus Variable Investment Fund
         Capital Appreciation Portfolio
         Small Cap Portfolio
Dreyfus Life and Annuity Index Fund, Inc. (d/b/a Dreyfus Stock Index Fund)










<PAGE>   1
                                                                 EXHIBIT 1-A(10)

<TABLE>
<S>            <C>                                              <C>            <C>
               [ ] Federal Kemper Life Assurance Company
               [ ] Fidelity Life Association, A Mutual Legal Reserve Company
               [ ] Kemper Investors Life Insurance Company                      [ZURICH KEMPER LOGO]
               [ ] Zurich Life Insurance Company of America
Policy Number      Long Grove, Illinois 60049-0001
==================================================================================================================================
===============================================================  =================================================================
         APPLICATION FOR INDIVIDUAL LIFE INSURANCE               Amount remitted with this application, in exchange for the
===============================================================  Company receipt: $
===============================================================    Do not submit money if death benefit exceeds $500,000.
Proposed Primary Insured ___  Proposed Other Insured ___         =================================================================
- ---------------------------------------------------------------  Owner, if other than proposed       Owner's address
Name      Last           First          MI   [ ] Male            insured (N/A for OIR)
                                             [ ] Female
- ---------------------------------------------------------------
Street                                                           -----------------------------------------------------------------
                                                                 Relationship to Proposed Insured    Social Security or Tax ID#
- ---------------------------------------------------------------
City                     State   Zip                             -----------------------------------------------------------------
                                                                 Primary beneficiary         Relationship to Proposed Insured
- ---------------------------------------------------------------
Social Security number   Occupation                              -----------------------------------------------------------------

- ---------------------------------------------------------------
Birthplace          Birthdate      Age at nearest
                                   birthday                      =================================================================
- ---------------------------------------------------------------  =================================================================
Home phone                    Business phone                     Is this policy to replace any existing insurance or annuity(ies)?
(   )                         (   )                                                                        [ ] Yes  [ ] No
- ---------------------------------------------------------------  If yes, indicate Company name(s):
Where can you be reached for additional information?             =================================================================
                                                __ a.m.          =================================================================
__ Home  __ Work   Best days:      Best times:  __ p.m.          Has the owner been provided a written illustration which
===============================================================  conforms to this application?             [ ] Yes  [ ] No
===============================================================
Initial death benefit (Specified amount, if UL)$                 If "no", owner acknowledges that owner will receive an
- ---------------------------------------------------------------  illustration conforming to the policy as issued no later than
Rate class applied for:                                          at the time of the policy delivery for policies that are
- ---------------------------------------------------------------  illustrated.
Plan of insurance:                                               =================================================================
- ---------------------------------------------------------------  =================================================================
If UL/VUL*: (If neither is selected, Option A will be            Is Proposed Insured a U.S. Citizen?  [ ] Yes  [ ] No (If No:)
assigned.)                                                       -----------------------------------------------------------------
          [ ] Option A: Specified amount includes cash value     Country of citizenship     Permanent Visa?     How long in U.S.?
          [ ] Option B: Specified amount plus the cash value                                [ ] Yes   [ ] No
*If VUL, complete with VUL Supplement.                           =================================================================
- ---------------------------------------------------------------  =================================================================
Riders:  __WP/WMD   __OIR  __ Other:                             Has the Proposed Insured used tobacco in any form in the past:
(complete separate application for each OIR)                     36 months?       [ ] Yes   [ ] No    60 months? [ ] Yes   [ ] No
===============================================================  -----------------------------------------------------------------
===============================================================  Has the proposed insured ever been told he had or been treated
Planned periodic premium (UL/VUL only): $                        for: diabetes, cancer, heart disease, alcoholism, drug abuse, or
- ---------------------------------------------------------------  high blood pressure or does proposed insured have any other
Mode of premium payment:                                         health problems, habits, or hobbies that may affect insurability?
__ Annual   __ SA  __ Qtrly  __ PAC  __ Quick Check              (If yes, preferred rates are unlikely.)        [ ] Yes   [ ] No
===============================================================  =================================================================
==================================================================================================================================
Special Requests:

==================================================================================================================================
==================================================================================================================================
AUTHORIZATION TO OBTAIN AND DISCLOSE INFORMATION:  I (we) have read all the questions and answers in the application. All
responses are true and complete to the best of my (our) knowledge and belief. No coverage will be in effect until: a full
application has been signed by the proposed insured; and a policy has been issued; and the full first premium has been received
by the company checked above; and any amendments are signed. Any coverage will be subject to the terms and conditions of the
policy.

I (we) have received the notification about the Federal Fair Credit Reporting Act and the Medical Information Bureau.

I (we) hereby authorize: any licensed physician or medical practitioner; any hospital, clinic or other medical or medically related
facility any insurance company; the Medical Information Bureau; and any other organization, institution or person that has any
records or knowledge of me or my health, to give to the Zurich Kemper Life companies, or their reinsurers or the Medical Information
Bureau, any such information. This authorization is valid for two and one-half years from the date this form is signed. An exact
copy of this authorization as the original.

Signed at: (city and state)
                            ----------------------------------   ------------------------------------------------------------
                                                                 Signature of Proposed Insured (if age 18 or over)

Date signed: (month/day/year)
                             ---------------------------------   ------------------------------------------------------------
                                                                 Signature of Owner/Applicant, if other than Proposed Insured
==================================================================================================================================
==================================================================================================================================
Agent: To the best of your knowledge will this policy replace or change any existing life insurance or annuity policy(ies)?
       (If "Yes," complete any required replacement forms.)                                              [ ] Yes   [ ] No
       Has the Owner been provided an illustration which conforms to this application?                   [ ] Yes   [ ] No
       If "no," agent hereby certifies that no illustration was used in connection with the solicitation
       of the policy applied for.

- --------------------------------------------------------------   ------------------------------------------------------------
Print General Agent's name/number                                Print Agent's name/Social security number or Agent Code

                                                                 ------------------------------------------------------------
                                                                 Agent's Signature                       Telephone number
==================================================================================================================================
</TABLE>
TL-AR 7/97
<PAGE>   2
<TABLE>
<S>                                                               <C>            <C>
FEDERAL KEMPER LIFE ASSURANCE COMPANY
FIDELITY LIFE ASSOCIATION, A Mutual Legal Reserve Company
KEMPER INVESTORS LIFE INSURANCE COMPANY
Long Grove, IL 60049                                                             Policy number
                                                                                               -------------------------
====================================================================================================================================
LIFE APPLICATION-PART A: GENERAL INFORMATION
- ----------------------------------------------------------------  8. This application is to: (select one)
1. PROPOSED INSURED  [ ] Male    [ ] Female
- ----------------------------------------------------------------     [ ] Federal Kemper Life Assurance Company
First name     Middle initial    Last name                           [ ] Fidelity Life Association
                                                                     [ ] Kemper Investors Life Insurance Company
- ----------------------------------------------------------------     ===============================================================
Former name if changed in last five years                         9. NAME OF INSURANCE PLAN (if applicable,  INITIAL DEATH BENEFIT
                                                                     indicate type: 1/5/10/15-year, etc.)  (Specified amount, if UL)
- ----------------------------------------------------------------
Birthdate      Age at nearest birthday       Birthplace              ---------------------------------------------------------------
               (use to calculate premium)    (state or country)       If Universal Life:
                                                                     [ ] Option A: Specified amount includes cash value
- ----------------------------------------------------------------     [ ] Option B: Specified amount plus the cash value
Social Security number      Driver's license state/number                  (If neither is selected, Option A will be assigned.)
                                                                     ---------------------------------------------------------------
- ----------------------------------------------------------------     Riders:    [ ] WP/WMD           [ ] FDR*       Units
================================================================                                             -------
2. Street Address                                                               [ ] WSP  $           [ ] DCR*       Units
                                                                                                             -------
- ----------------------------------------------------------------                [ ]                  [ ]
City                     State          Zip                                        -----------------     -----------------
                                                                            *COMPLETE PART D: MULTIPLE INSURED SUPPLEMENT.
- ----------------------------------------------------------------     ===============================================================
Home phone                                                       10. If this application is to Fidelity Life Association, select the
                (    )                                               desired dividend option, if applicable:
================================================================     [ ] Pay in cash  [ ] Reduce premiums [ ] Accumulate at interest
3. What is your occupation?                                          [ ] Buy additional paid-up insurance [ ] Other
                                                                                                                   -----------------
- ----------------------------------------------------------------     ===============================================================
Describe duties                                                  11.a. Have you smoked cigarettes in the past 36 months?
                                                                                                                       [ ]Yes [ ]No
- ----------------------------------------------------------------    b. Have you used tobacco in any other form in the
Employer                                                               past 36 months?                                 [ ]Yes [ ]No
                                                                       Type                    Quantity
- ----------------------------------------------------------------           -----------------           -----------------------------
Employer's street address                                            ===============================================================
                                                                 12. Have you ever been told you had, or been treated for:
- ----------------------------------------------------------------     diabetes, cancer, heart disease, alcoholism, drug abuse,
City                     State          Zip                          or high blood pressure?                            [ ]Yes [ ]No
                                                                           (If Yes, preferred rates will not likely be available.)
- ----------------------------------------------------------------     ===============================================================
Business phone                                                   13. Rate class applied for:
                (     )                                              [ ] Preferred non-tobacco                [ ] Preferred tobacco
- ----------------------------------------------------------------     [ ] Standard non-tobacco                 [ ] Standard tobacco
If more information is needed, you can be reached at:                [ ] Other
     [ ]  Home      [ ]  Work    Best time of day:                   ===============================================================
                                                  -----------    14.a. Bill frequency:                     b. Bill form:
================================================================     [ ] Annual                             [ ] Direct
4. Current annual earned income:                                     [ ] Semi-annual                        [ ] PAC (monthly only)
   $                                                                 [ ] Quarterly                          [ ] List (monthly only)
================================================================     [ ] Monthly (PAC or list only)         [ ] Other
5. OWNER/APPLICANT [ ]Proposed Insured[ ]Other(complete below)                                                       ---------------
- ----------------------------------------------------------------        (For PAC, complete authorization form.)
Name                                                                c. Planned periodic premium: (UL plans only) $
                                                                                                                   -----------------
- ----------------------------------------------------------------     ===============================================================
Street                                                           15. Amount remitted with this application, in exchange
                                                                     for the conditional receipt: $
- ----------------------------------------------------------------                                  ----------------------------------
City                     State          Zip                              DO NOT SUBMIT MONEY IF DEATH BENEFIT EXCEEDS $500,000.
                                                                     ===============================================================
- ---------------------------------------------------------------- 16. SPECIAL REQUESTS
Relationship to Proposed Insured   Social Security or Tax ID#        ---------------------------------------------------------------
                                                                     ---------------------------------------------------------------
================================================================     ---------------------------------------------------------------
6. PREMIUM PAYOR (select one) [ ] Proposed Insured                   ---------------------------------------------------------------
          [ ]  OWNER          [ ] Other (give name & address         ---------------------------------------------------------------
                                  in #16)                            ---------------------------------------------------------------
================================================================     ---------------------------------------------------------------
7. BENEFICIARY DESIGNATION (Use Part E if additional space           ---------------------------------------------------------------
                            is needed.)                              ---------------------------------------------------------------
PRIMARY BENEFICIARY(S) & ADDRESS      % OF       RELATIONSHIP TO     ---------------------------------------------------------------
(If trust, give name/date of trust)  PROCEEDS   PROPOSED INSURED     ---------------------------------------------------------------
- ----------------------------------------------------------------     ---------------------------------------------------------------
- ----------------------------------------------------------------     ---------------------------------------------------------------
- ----------------------------------------------------------------     ---------------------------------------------------------------
CONTINGENT BENEFICIARY(S) & ADDRESS                                  ---------------------------------------------------------------
- ----------------------------------------------------------------     ---------------------------------------------------------------
================================================================                                                       [KEMPER LOGO]
</TABLE>

<PAGE>   3
<TABLE>
<S>                                                              <C>                                           <C>
FEDERAL KEMPER LIFE ASSURANCE COMPANY                                                                            PART A (Continued)
FIDELITY LIFE ASSOCIATION, A Mutual Legal Reserve Company
KEMPER INVESTORS LIFE INSURANCE COMPANY
Long Grove, IL 60049
====================================================================================================================================
INDIVIDUAL LIFE INSURANCE IN FORCE (If none, state none.)        22. Have you traveled or lived outside the U.S. or Canada within
(Do not list group)             DATE          ---PURPOSE---          the past two years, or do you intend to in the next 24 months?
COMPANY         AMOUNT         ISSUED       PERSONAL BUSINESS                                                    [ ] Yes  [ ] No
- -------         ------         ------       -----------------        (If Yes, list country, reason, frequency and length of stay in
a.                                                                   #28.)
- --------------------------------------------------------------   ===================================================================
b.                                                               23. In the past three years, have you had three or more moving
- --------------------------------------------------------------       violations, or had your driver's license suspended or
c.                                                                   revoked?                                    [ ] Yes  [ ] No
- --------------------------------------------------------------   ===================================================================
d.                                                               24. Have you ever been convicted of reckless driving, or driving
- --------------------------------------------------------------       under the influence of alcohol or drugs?
e.                                                                   (If Yes, give type, date & current status.) [ ] Yes  [ ] No
- --------------------------------------------------------------   ===================================================================
f.                                                               25. Have you been convicted of, or are you awaiting trial for a
- --------------------------------------------------------------       felony? (If Yes, give type, date & current
==============================================================       status.)                                    [ ] Yes  [ ] No
18. Is this policy to replace any existing insurance or          ===================================================================
    annuities? (If Yes, complete required replacement forms.)    26. In the past five years have you, or do you intend to:
                                                [ ] Yes [ ] No       a. Scuba dive [ ] Yes [ ] No e. Mountain climb   [ ] Yes [ ] No
If Yes, indicate which policy(s) _____________________________       b. Sky dive   [ ] Yes [ ] No f. Race motorcycles [ ] Yes [ ] No
==============================================================       c. Parachute  [ ] Yes [ ] No g. Race automobiles [ ] Yes [ ] No
19. Are there life insurance applications pending with any           d. Hang glide [ ] Yes [ ] No h. Race power boats [ ] Yes [ ] No
    other companies? (If Yes, complete the following.)               (If Yes, explain frequency, purpose, date of last activity &
                                                [ ] Yes [ ] No       future plans.)
                                                                 ===================================================================
                                 TO BE PLACED                    27. In the past five years, have you flown as a pilot or crew
                                 IN ADDITION TO  ---PURPOSE---       member in any flying activity, or do you intend to?
COMPANY             AMOUNT       OUR POLICY?       PERS. BUS.                                                    [ ] Yes  [ ] No
- -------             ------       --------------  -------------       (If Yes, complete PART G: AVIATION SUPPLEMENT.)
                                                                 ===================================================================
- --------------------------------------------------------------   28. Details of Yes answers for #20, 22-26 (Use Part E if additional
                                                                     space is needed.)
- --------------------------------------------------------------                         ---------------------------------------------

- --------------------------------------------------------------       ---------------------------------------------------------------

==============================================================       ---------------------------------------------------------------
20. Have you ever been refused life insurance or been asked to
    pay extra premium for life insurance? (If Yes, provide           ---------------------------------------------------------------
    full details)                               [ ] Yes [ ] No
==============================================================       ---------------------------------------------------------------
21. Are you a U.S. citizen? (If No, complete
    below.)                                     [ ] Yes [ ] No       ---------------------------------------------------------------
- --------------------------------------------------------------
    Country of citizenship    Type of Visa     Expiration Date       ---------------------------------------------------------------

====================================================================================================================================
PART B: AGREEMENT
- ------------------------------------------------------------------------------------------------------------------------------------
I (we) have read all the questions and answers in the application,   3. The first premium will not be deemed paid unless any check,
including all required parts. All responses are true and complete       draft, or other instrument of payment (given as premium) is
to the best of my (our) knowledge and belief. I (we) promise to         paid in accordance with its terms; and
tell the Company of any change in the health or habits of the
Proposed Insured that occurs after completing this application,      4. (Except as provided in the Receipt, if given) the insurance
but before the Policy is delivered to me (us) and the first             applied for never takes effect unless, during the lifetime
premium is paid.                                                        of the Proposed Insured; (a) the Policy has been issued,
                                                                        delivered to, and accepted by me (us); (b) the required
I (we) agree:                                                           first premium has been paid; (c) any amendments issued with
                                                                        the Policy have been completed and signed; all while the
1. This application, including all of its parts, will be the            health and habits of the Proposed Insured remain as stated
   basis for and form part of the Policy;                               in this application.

2. An Agent has no authority to alter the Company's rules or         Amendments to plan, amounts, classification or benefits will be
   requirements, this Agreement, the Receipt, or the Policy;         made only with my (our) consent.
- ------------------------------------------------------------------------------------------------------------------------------------
I (we) have received the notification about the Federal Fair Credit Reporting Act and the Medical Information Bureau.

I hereby authorize: any licensed physician or medical practitioner; any hospital, clinic or other medical or medically related
facility; any insurance company; the Medical Information Bureau; and any other organization, institution or person, that has any
records or knowledge of me or my health, to give to Federal Kemper Life Assurance Company, Fidelity Life Association, A Mutual
Legal Reserve Company or Kemper Investors Life Insurance Company, or their reinsurers, or the Medical Information Bureau, any
such information. This authorization is valid or two and one-half years from the date this form is signed. An exact copy of this
authorization is as valid as the original.

Signed at
          ----------------------------------------------------   ------------------------------------------------------------------
                             City and State                      Signature of Proposed Insured (if age 15 or over)

on
   -----------------------------------------------------------   ------------------------------------------------------------------
                         Month/day/year                          Signature of Owner/Applicant, if other than Proposed Insured

          ----------------------------------------------------   ---------------------------------------------- -------------------
                       Signature of Agent/Witness                Print Agent name                               Agent number
</TABLE>


<PAGE>   4
FEDERAL KEMPER LIFE ASSURANCE COMPANY
FIDELITY LIFE ASSOCIATION, A Mutual Legal Reserve Company
KEMPER INVESTORS LIFE INSURANCE COMPANY
Long Grove, IL 60049

<TABLE>
<S>                                                              <C>
                                                                                            Policy number___________________________
- ------------------------------------------------------------------------------------------------------------------------------------

PART C: MEDICAL QUESTIONNAIRE
- -----------------------------------------------------------------     ==============================================================
PROPOSED INSURED                                                   3. FAMILY RECORD     ---Living---               ---Deceased---
- -----------------------------------------------------------------                    Age     State of health     Age  Cause of death
First name          Middle initial           Last name                               ---     ---------------     ---  --------------
                                                                      Father
- -----------------------------------------------------------------     --------------------------------------------------------------
Amount of insurance   Birthdate         Social Security number        Mother
                                                                      --------------------------------------------------------------
- -----------------------------------------------------------------     Brothers
Purpose of this examination:   [ ] New insurance                      (list
[ ] Change of existing Policy  [ ] Reinstatement of lapsed policy     individually)
- -----------------------------------------------------------------     --------------------------------------------------------------
Have you ever had or been treated for:                                Sisters
a. High blood pressure, chest pain, rheumatic                         (list
   fever, a heart condition, heart murmur,                            Individually)
   irregular heart rhythm, heart attack, stroke,                      --------------------------------------------------------------
   or other disease of the heart or blood vessels? [ ] Yes [ ] No     (Use #7 for additional brothers or sisters.)
                                                                      --------------------------------------------------------------
b. Diabetes, a thyroid disorder, or other disease                  4. Has any family member listed in #3 had cancer,
   of the glands?                                  [ ] Yes [ ] No     diabetes, high blood pressure, heart disease or
                                                                      kidney disease?                                 [ ] Yes [ ] No
c. Cancer, tumor, lymph gland disorder, cyst, or                      (If Yes, identify family member, disorder and age at onset.)
   any blood disorder?                             [ ] Yes [ ] No     --------------------------------------------------------------
                                                                   5. Answer both parts a and b.
d. Albumin, blood or sugar in the urine, kidney                       a. Have you smoked cigarettes in the past 36
   trouble, or any other disease of the urinary                          months?                                      [ ] Yes [ ] No
   or genital tract (including prostate)?          [ ] Yes [ ] No     b. Have you used tobacco in any other form in
                                                                         the past 36 months?                          [ ] Yes [ ] No
e. Epilepsy, convulsion, fainting spell, stroke,                         Type                       Quantity
   paralysis, or any other disease of the brain                              ----------------------         ------------------------
   or nervous system?                              [ ] Yes [ ] No     --------------------------------------------------------------
                                                                   6. Have you ever:
f. Asthma, chronic bronchitis, emphysema,                             a. Used narcotics, hallucinogens, barbiturates,
   pneumonia, sarcoidosis, tuberculosis, shortness                       heroin, cocaine, amphetamines, or any other
   of breath, or other lung or respiratory system                        habit-forming drugs except as prescribed by
   ailment?                                        [ ] Yes [ ] No        a physician?                                 [ ] Yes [ ] No

g. Ulcer, colitis, hepatitis, pancreatitis or                         b. Been advised by a physician, psychiatrist,
   other disorder of the esophagus, stomach,                             or psychologist to quit or reduce your
   intestines, liver, gallbladder or pancreas?     [ ] Yes [ ] No        alcohol use?                                 [ ] Yes [ ] No

h. Severe injuries or any disease or deformity of                     c. Been advised to seek, or received treatment
   the muscles, connective tissue, bones, joints,                        or counseling for alcohol or other drug
   or skin?                                        [ ] Yes [ ] No        use?                                         [ ] Yes [ ] No

i. Any impairment of sight or hearing or disease                      d. Been advised to attend or been a member of
   of the eyes, ears, nose or throat?              [ ] Yes [ ] No        any self-help group, such as Alcoholics
                                                                         Anonymous or Narcotics Anonymous?            [ ] Yes [ ] No

                                                                      e. Been convicted of drug possession or
                                                                         distribution?                                [ ] Yes [ ] No
====================================================================================================================================
</TABLE>

DETAILS OF ITEMS 2 THROUGH 6. Give complete details of all Yes answers.
(Use #13 or Part E, if needed, for further details.)

<TABLE>
<CAPTION>
QUESTION    DATE OF        DETAILS, DIAGNOSIS,                                     NAMES AND ADDRESSES OF DOCTORS,
NUMBER      OCCURRENCE     TREATMENT, MEDICATION, RESULTS       DURATION           HOSPITALS, AND MEDICAL FACILITIES CONSULTED
- ------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>            <C>                                  <C>                <C>
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>   5
<TABLE>
<S>                                                              <C>                                           <C>
FEDERAL KEMPER LIFE ASSURANCE COMPANY                                                                            PART C (Continued)
FIDELITY LIFE ASSOCIATION, A Mutual Legal Reserve Company
KEMPER INVESTORS LIFE INSURANCE COMPANY
Long Grove, IL 60049
==================================================================================================================================
Have you:                                                        9. What is your height? ______________ Weight? ______________
a. Consulted a physician, psychiatrist, psychologist, or other      Have you lost any weight in the past year?     [ ] Yes  [ ] No
   medical practitioner in the last five years?  [ ] Yes [ ] No     If Yes, amount? _______ Reason? ______________________________
                                                                 -----------------------------------------------------------------
b. Had any blood studies (other than an HIV or AIDS test),       10. Are you currently taking or have been advised to take any
   electrocardiograms, stress electrocardiograms, or other           medication?                                   [ ] Yes  [ ] No
   medical tests or studies in the last five                         (If Yes, list name of medication, reason & doctor's name and
   years?                                        [ ] Yes [ ] No      address.)
                                                                 -----------------------------------------------------------------
c. Tested positive for the Human Immunodeficiency                11. To the best of your knowledge, do you have:
   Virus (HIV) or antibody?                      [ ] Yes [ ] No      a. Any mental illness or psychiatric disorder? [ ] Yes [ ] No
                                                                     b. Any physical disorder or disease?           [ ] Yes [ ] No
d. Been under observation or received treatment                  -----------------------------------------------------------------
   in any hospital or other institution or                       12. Who is your personal physician? (If none, state none.)
   medical facility in the last ten years?       [ ] Yes [ ] No  -----------------------------------------------------------------
                                                                 Name
e. Been advised, in the last two years, to have                  -----------------------------------------------------------------
   any diagnostic test, surgery, or hospitalization              Street
   which has not been completed?                 [ ] Yes [ ] No  -----------------------------------------------------------------
                                                                 City                          State               Zip
f. Ever received any sickness or disability pension,             -----------------------------------------------------------------
   benefits, or compensation?                    [ ] Yes [ ] No  Date last seen?       Phone (   )
                                                                 -----------------------------------------------------------------
g. Ever attempted suicide?                       [ ] Yes [ ] No  Why?
                                                                 -----------------------------------------------------------------
                                                                 What tests were made?
                                                                 -----------------------------------------------------------------
                                                                 Were the results normal? (If No, give details below.)
                                                                                                                   [ ] Yes [ ] No
==================================================================================================================================
DETAILS OF ITEMS 8 THROUGH 12. Give complete details of all Yes answers. (Use #7 or Part E, if needed, for further details.)

Question  Date of        Details, diagnosis,                                 Names and addresses of doctors, hospitals, and
number    occurrence     treatment, medication, results      Duration        medical facilities consulted
- ----------------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------------

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

All statements and answers to the foregoing questions are, to the best of my knowledge and belief: (a) complete; and (b) true. I
agree (a) that they shall form a part of my application; (b) that they shall be subject to the terms of the agreement found in the
application; and (c) that they shall become a part of any policy based on  my application. I hereby authorize: any licensed
physician or medical practitioner; any hospital, clinic or other medical or medically related facility; any insurance company; the
Medical Information Bureau; and any other organization, institution or person, that has any records or knowledge of me or my health,
to give to Federal Kemper Life Assurance Company, Fidelity Life Association, A Mutual Legal Reserve Company or Kemper Investors Life
Insurance Company, or their reinsurers, or the Medical Information Bureau, any such information. This authorization is valid for two
and one-half years from the date this form is signed. An exact copy of this authorization is as valid as the original.

Dated at
         -----------------------------------------------------------  ------------------------------------------------------------
                              City and State                          Signature of Proposed Insured

on
   -----------------------------------------------------------------  ------------------------------------------------------------
                              Month/day/year                          Witness                          [ ] Agent      [ ] Examiner
</TABLE>



<PAGE>   6
FEDERAL KEMPER LIFE ASSURANCE COMPANY
FIDELITY LIFE ASSOCIATION, A Mutual Legal Reserve Company
KEMPER INVESTORS LIFE INSURANCE COMPANY
Long Grove, IL 60049

<TABLE>
<S>                                                         <C>                 <C>
                                                                                Policy number
                                                                                              -----------------------
- -----------------------------------------------------------------------------------------------------------------------------------
PART D: MULTIPLE INSURED SUPPLEMENT (use for Riders: Dependent Children's, Family Dependents', etc.)
SPOUSE OR OTHER ADULT PROPOSED FOR INSURANCE [ ] Male  [ ] Female   Birthdate   Age       Birthplace     Height         Weight

- -----------------------------------------------------------------------------------------------------------------------------------
1. Name  (first, middle, last)             Social Security number

- -----------------------------------------------------------------------------------------------------------------------------------
DEPENDENTS PROPOSED FOR INSURANCE       Relationship
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
2. Has the person named in #1 above used tobacco in any    8. Is any person named above currently taking, or been advised to take,
   form in the past 36 months?           [ ] Yes  [ ] No      any medication?                                    [ ] Yes  [ ] No
   Type                       Quantity                        (If Yes, list name of medication, reason & doctor's name and address.)
       -----------------              -------------------
- ---------------------------------------------------------     ----------------------------------------------------------------------
3. Has any person named above lost any weight in the       9. Has any person named above ever had or been treated for:
   past year?                            [ ] Yes  [ ] No      a. High blood pressure? [ ] Yes [ ] No     d. Stroke?   [ ] Yes [ ] No
   If Yes, amount?            Reason?                         b. A heart condition?   [ ] Yes [ ] No     e. Diabetes? [ ] Yes [ ] No
                  -----------        --------------------     c. Chest pain?          [ ] Yes [ ] No     f. Cancer?   [ ] Yes [ ] No
- ---------------------------------------------------------     ----------------------------------------------------------------------
4. Has any person named above ever used narcotics,        10. Who is the family physician? (If none, state none.)
   hallucinogens, barbiturates, heroin, cocaine,
   amphetamines, or any other habit-forming drugs             ----------------------------------------------------------------------
   except as prescribed by a physician?  [ ] Yes  [ ] No      Name
- ---------------------------------------------------------
5. To the best of your knowledge, does any person named       ----------------------------------------------------------------------
   above have any mental or physical impairment or            Street
   disease?                              [ ] Yes  [ ] No
- ---------------------------------------------------------     ----------------------------------------------------------------------
6. Has any person named above:                                City                             State               Zip
     Consulted a physician, psychiatrist, psychologist,
     or other medical practitioner in the last five             --------------------------------------------------------------------
     years?                              [ ] Yes  [ ] No      Date last seen?              Phone  (      )

                                                              ----------------------------------------------------------------------
     Had any blood studies (other than an HIV or              Which proposed insured?
     AIDS test), electrocardiograms, stress
     electrocardiograms, or other medical test or             ----------------------------------------------------------------------
     studies within the last five years? [ ] Yes  [ ] No      Why?

  Been under observation or received treatment in a           ----------------------------------------------------------------------
  hospital or other institution or medical facility in        What test were made?
  the last five years?                   [ ] Yes  [ ] No
                                                              ----------------------------------------------------------------------
  Tested positive for the Human Immunodeficiency              Were the results normal?  (If No, give details below.)  [ ] Yes [ ] No
  Virus (HIV) or antibody?               [ ] Yes  [ ] No

- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
7. DETAILS OF ITEMS 5 THROUGH 10. (If more space is needed, Use Part E)
Question   Name of         Date of        Details, diagnosis,                            Names and addresses of doctors,
number     family member   occurrence     treatment, medication, results   Duration      hospitals, and medical facilities consulted
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
====================================================================================================================================
All statements and answers to the foregoing questions are, to the best of my knowledge and belief: (a) complete; and (b) true. I
agree (a) that they shall form a part of my application; (b) that they shall be subject to the terms of the agreement found in the
application; and (c) that they shall become a part of any policy based on my application.

I hereby authorize: any licensed physician or medical practitioner; any hospital, clinic, or other medical or medically related
facility; any insurance company; the Medical Information Bureau; and any other organization, institution or person, that has any
records or knowledge of me or my health, to give Federal Kemper Life Assurance Company, Fidelity Life Association, A Mutual Legal
Reserve Company or Kemper Investors Life Insurance Company, or their reinsurers, or the Medical Information Bureau, any such
information. This authorization is valid for two and one-half years from the date this form is signed. An exact copy of this
authorization is as valid as the original.

Dated at
        -------------------------------------     ----------------------------------------------------------------------------------
               City and state                     Signature of person named in Part D 1., if any, otherwise signature of Proposed
On                                                Insured who signed Part B
   ----------------------------------------
               Month/day/year
</TABLE>



<PAGE>   7
FEDERAL KEMPER LIFE ASSURANCE COMPANY
FIDELITY LIFE ASSOCIATION, A MUTUAL LEGAL RESERVE COMPANY
KEMPER INVESTORS LIFE INSURANCE COMPANY

                                                          [KEMPER LIFE INSURANCE
                                                          COMPANIES LOGO]

- -------------------------------------------------------------------------------
PART E: ADDITIONAL DETAILS (use for any explanation where space is insufficient)

- --------------------------------------------------------------------------------
Part      Question no.         Details
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

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

All statements and answers to the foregoing questions are, to the best of my
knowledge and belief, complete and true. I agree (a) that they shall form a part
of my application: (b) that they shall be subject to the terms of the agreement
found in Part B; and (c) that they shall become a part of any policy based on
this application.

Date at
       ------------------------------        -----------------------------------
              City and state                 Signature of Proposed Insured
                                             (if age 15 or over)
On
       ------------------------------        -----------------------------------
              Month/day/year                 Signature of Owner/Applicant, if
                                             other than Proposed Insured


                                             -----------------------------------
                                             Witness
<PAGE>   8
KEMPER INVESTORS LIFE INSURANCE COMPANY                     [ZURICH KEMPER LOGO]
1 Kemper Drive, Long Grove, Illinois 60049-0001

VARIABLE UNIVERSAL LIFE SUPPLEMENT
- --------------------------------------------------------------------------------
Name of Proposed Insured ___________________ Plan ______________________________
Planned Premium __________________ Mode Payable ________________________________
- --------------------------------------------------------------------------------
PREMIUM ALLOCATION

<TABLE>
<CAPTION>
         % of Premium                                       % of Premium                                          % of Premium
    (Whole Percentages Only)                          (Whole Percentages Only)                              (Whole Percentages Only)
<S>                                               <C>                                                       <C>
____%  Janus Aspen Series Aggressive Growth       ____%  Alger American Income and Growth                     ____%  Fixed Account
____%  Alger American Mid Cap Growth              ____%  The Dreyfus Socially Responsible
____%  Dreyfus Variable Small Cap                        Growth Fund, Inc.
____%  Kemper Variable Series Small Cap Growth    ____%  Fidelity VIP Growth
____%  Janus Aspen Series Worldwide Growth        ____%  Janus Aspen Series Growth
____%  Fidelity VIP Overseas                      ____%  Kemper Variable Series Value + Growth
____%  Janus Aspen Series International Growth    ____%  Fidelity VIP Equity-Income
____%  Templeton Variable Products Series         ____%  Janus Aspen Series Balanced
       Developing Markets                         ____%  Alger American Balanced
____%  Templeton Variable Products Series         ____%  Kemper Variable Series Total Return
       International                              ____%  Templeton Variable Products Series Asset Allocation
____%  Scudder Variable Life International        ____%  Fidelity VIP High Income
____%  Scudder Variable Life Growth and Income    ____%  Templeton Variable Products Series Bond
____%  Dreyfus Variable Capital Appreciation      ____%  Janus Aspen Series Flexible Income
____%  Dreyfus Stock Index Fund                   ____%  Kemper Variable Series Investment Grade Bond
____%  Scudder Variable Life Capital Growth       ____%  Kemper Variable Series Government Securities
____%  Alger American Growth                      ____%  Kemper Money Market
</TABLE>

Total of subaccounts plus fixed account must equal 100%

- --------------------------------------------------------------------------------
DOLLAR COST AVERAGING (DCA)

I elect to Dollar Cost Average in the amount of $________ ($100.00 minimum) per
month from the ____________________ (only the Fixed Account, Money Market or
Government Securities subaccount may be chosen) to the following subaccounts and
the fixed account. The account from which Dollar Cost Averaging amounts are
taken must have an initial starting balance of at least $10,000. Transfers are
made on the 10th day of the month. Transfers commence on the first transfer date
following the policy's Trade Date.

<TABLE>
<CAPTION>
         % of Premium                                       % of Premium                                          % of Premium
    (Whole Percentages Only)                          (Whole Percentages Only)                              (Whole Percentages Only)
<S>                                               <C>                                                       <C>
____%  Janus Aspen Series Aggressive Growth       ____%  Alger American Income and Growth                     ____%  Fixed Account
____%  Alger American Mid Cap Growth              ____%  The Dreyfus Socially Responsible
____%  Dreyfus Variable Small Cap                        Growth Fund, Inc.
____%  Kemper Variable Series Small Cap Growth    ____%  Fidelity VIP Growth
____%  Janus Aspen Series Worldwide Growth        ____%  Janus Aspen Series Growth
____%  Fidelity VIP Overseas                      ____%  Kemper Variable Series Value + Growth
____%  Janus Aspen Series International Growth    ____%  Fidelity VIP Equity-Income
____%  Templeton Variable Products Series         ____%  Janus Aspen Series Balanced
       Developing Markets                         ____%  Alger American Balanced
____%  Templeton Variable Products Series         ____%  Kemper Variable Series Total Return
       International                              ____%  Templeton Variable Products Series Asset Allocation
____%  Scudder Variable Life International        ____%  Fidelity VIP High Income
____%  Scudder Variable Life Growth and Income    ____%  Templeton Variable Products Series Bond
____%  Dreyfus Variable Capital Appreciation      ____%  Janus Aspen Series Flexible Income
____%  Dreyfus Stock Index Fund                   ____%  Kemper Variable Series Investment Grade Bond
____%  Scudder Variable Life Capital Growth       ____%  Kemper Variable Series Government Securities
____%  Alger American Growth                      ____%  Kemper Money Market
</TABLE>

Total of subaccounts plus fixed account must equal 100%

Transfers will continue until you instruct otherwise, or until there is not
enough money in the source account to make the transfer, whichever is earlier.

- --------------------------------------------------------------------------------
AUTOMATIC ASSET REALLOCATION (AAR)

[ ] Check here to have the assets in the subaccounts and the fixed account
    redistributed to match the premium allocation elections then in effect.

Reallocate:    [ ] Annually        [ ] Quarterly    (from Policy Date)
- --------------------------------------------------------------------------------

VULKI

<PAGE>   9
TELEPHONE AUTHORIZATION

[ ] Check here to authorize telephone transfers among the subaccounts and the
    fixed account subject to the conditions of the Telephone Transfer Agreement.

- --------------------------------------------------------------------------------

TELEPHONE TRANSFER AGREEMENT

By requesting the telephone transfer authorization, the Owner agrees and
understands that:

1. Neither the Company nor its agents or representatives who act on its behalf
shall be subject to any claim, loss, liability, cost or expense, if it acts in
good faith in following telephone instructions pursuant to this authorization.

2. Transfers will be made subject to the conditions of the policy,
administrative regulations of the Company and the prospectus.

3. Transfers from a subaccount shall be based on the accumulation unit value
next determined following receipt of a valid complete telephone transfer
instruction.

4. This authorization shall continue in force until the earlier of: a. written
revocation is received by the Company; or b. the Company discontinues this
privilege.

I understand that, as a condition of allowing telephone instructions to be made,
the Company, at its sole option and without prior disclosure to me, any person
or my representative, may record all or part of any telephone conversation,
containing such instructions. All terms are binding upon my agents, heirs and
assignees.

- --------------------------------------------------------------------------------

I UNDERSTAND THAT

THE AMOUNT AND DURATION OF THE DEATH BENEFIT MAY VARY UNDER SPECIFIED
CONDITIONS. POLICY VALUES MAY INCREASE OR DECREASE IN ACCORDANCE WITH THE
EXPERIENCE OF THE SEPARATE ACCOUNT. ILLUSTRATIONS OF BENEFITS, INCLUDING DEATH
BENEFITS, POLICY VALUES, AND CASH SURRENDER VALUES ARE AVAILABLE UPON REQUEST.

RECEIPT IS ACKNOWLEDGED OF THE CURRENT PROSPECTUS FOR THE POLICY AND FOR THE
UNDERLYING FUNDS FOR THE PREMIUM ALLOCATION OPTIONS SELECTED ABOVE.

ALL STATEMENTS AND ANSWERS TO THE FOREGOING QUESTIONS ARE, TO THE BEST OF MY
KNOWLEDGE AND BELIEF: (a) COMPLETE; AND (b) TRUE. I AGREE (a) THAT THEY SHALL
FORM A PART OF MY APPLICATION; (b) THAT THEY SHALL BE SUBJECT TO THE TERMS OF
THE AGREEMENT FOUND IN THE APPLICATION; AND (c) THAT THEY SHALL BECOME A PART OF
ANY POLICY BASED ON MY APPLICATION.

ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY OR
OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM CONTAINING
ANY MATERIALLY FALSE INFORMATION OR CONCEALS FOR THE PURPOSE OF MISLEADING,
INFORMATION CONCERNING ANY FACT MATERIAL THERETO COMMITS A FRAUDULENT INSURANCE
ACT, WHICH IS A CRIME AND SUBJECTS SUCH PERSON TO CRIMINAL AND CIVIL PENALTIES.

Dated at
        ------------------------------       -----------------------------------
              City and State                 Signature of Proposed Insured

on
   ----------------------------------        -----------------------------------
   Month          Day            Year        Signature of Applicant and Owner
                                             (If other than Proposed Insured)


- --------------------------------------------------------------------------------

FOR AGENT USE ONLY:

1. I witnessed the signature(s) of the Proposed Insured and Applicant (if any).
   [ ]  Yes       [ ]  No

2. [ ] I have evaluated my client's income and net worth in relation to the
       coverage and premium allocation requested to determine suitability and
       have reasonable grounds for my recommendation.


- --------------------------------------------------------------------------------
Agent Name               Agent Signature       Social Security Number/Agent Code



VULKI

<PAGE>   1

                                                                    EXHIBIT 3(a)



December 29, 1999



Kemper Investors Life Insurance Company
1 Kemper Drive
Long Grove, Illinois  60049


Dear Sirs:

This opinion is furnished in connection with the filing of an S-6 Registration
Statement ("Registration Statement") by Kemper Investors Life Insurance Company
("KILICO") for the KILICO Variable Separate Account ("Variable Separate
Account"). The Registration Statement covers an indefinite number of units of
interest in the Variable Separate Account. Premiums to be received under
flexible premium variable universal life policies ("Policies") offered by KILICO
may be allocated by KILICO to the Variable Separate Account in accordance with
the owners' direction with reserves established by KILICO to support such
Policies.

The Policies are designed to provide life insurance protection and are to be
offered in a manner described in the Prospectus which is included in the
Registration Statement.

The Policies will be sold only in jurisdictions authorizing such sales.

I have examined all applicable corporate records of KILICO and such other
documentation and laws as I consider appropriate as a basis of this opinion. On
the basis of such examination, it is my opinion that:

         1. KILICO is a corporation duly organized and validly existing under
         the laws of the State of Illinois.

         2. The Variable Separate Account is an account established and
         maintained by KILICO pursuant to the laws of the State of Illinois,
         under which income, gains and losses, whether or not realized, from
         assets allocated to the Variable Separate Account are, in accordance
         with the Policies, credited to or charged against the Variable Separate
         Account without regard to other income, gains or losses of KILICO.

         3. Assets allocated to the Variable Separate Account will be owned by
         KILICO. The policies provide that the portion of the assets of the
         Variable Separate Account equal to the reserves and other Policy
         liabilities with respect to the Variable



<PAGE>   2


Kemper Investors Life Insurance Company
December 29, 1999
Page Two



         Separate Account will not be chargeable with liabilities arising out of
         any other business KILICO may conduct.

         4. When issued and sold as described above, the Policies will be duly
         authorized and will constitute validly issued and binding obligations
         of KILICO in accordance with their terms.

I hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the references to my name under the heading "Legal Matters" in
the Prospectus.

Sincerely,

/s/ Frank J. Julian

Frank J. Julian
Vice President and
  Associate General Counsel




<PAGE>   1
                                                                    EXHIBIT 3(b)




                              ACTUARIAL OPINION





This opinion is supplied with the filing of Pre-Effective Amendment No. 1 to the
Registration Statement on Form S-6, File No. 333-88845, by the KILICO Variable
Separate Account (the "Separate Account") and Kemper Investors Life Insurance
Company ("KILICO") covering an indefinite number of units of interest in the
Separate Account. Premiums received under KILICO's Variable Life Policies may be
allocated by KILICO to the Separate Account as described in the Prospectus
included in the Registration Statement.



I am familiar with the Policy provisions and the description in the Prospectus
and it is my opinion that the illustrations of death benefits, accumulated
values, cash values, and accumulated premiums included in Exhibit 9 of the
Prospectus, based on the assumptions in the illustrations, are consistent with
the Policy provisions. The Policy rate structure has not been designed to make
the relationship between planned premiums and benefits, as shown in the
illustrations, appear more favorable for prospective nontobacco males ages 35
and 55 than for nontobacco males at other ages. The nontobacco risk class
generally has a more favorable rate structure than the tobacco risk classes.
Female risk classes generally have a more favorable rate structure than male
risk classes.



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



I consent to the use of this opinion as an Exhibit to Pre-Effective Amendment
No. 1 to the Registration Statement and to the reference to me under the heading
"Experts" in the Prospectus.





                                    /s/ Christopher J. Nickele
                                    --------------------------------------------
                                    Christopher J. Nickele, FSA MAAA
                                    Vice President, Actuarial - Agency

<PAGE>   1
                                                                    EXHIBIT 6(a)





                          CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



The Board of Directors of
Kemper Investors Life Insurance Company and
Contract Owners of KILICO Flexible Premium Variable Universal Life
Insurance Policies - KILICO Variable Separate Account.


We consent to the inclusion in this registration statement on Form S-6 (File No.
333-88845) of our report dated February 19, 1999, on our audit of the financial
statements of KILICO Variable Separate Account and to the reference to our firm
under the caption "Experts."

                                                      PricewaterhouseCoopers LLP



Chicago, Illinois
December 29, 1999

<PAGE>   2
                       CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



The Board of Directors of
Kemper Investors Life Insurance Company and
Contract Owners of KILICO Flexible Premium Variable Universal Life
Insurance Policies - KILICO Variable Separate
 Account



We consent to the inclusion in this registration statement on Form S-6 (File No.
333-88845) of our report dated March 12, 1999, on our audit of the consolidated
financial statements of Kemper Investors Life Insurance Company and to the
reference to our firm under the caption "Experts."



PricewaterhouseCoopers LLP
Chicago, Illinois

December 29, 1999


<PAGE>   1

                                                                    EXHIBIT 6(b)

                         CONSENT OF INDEPENDENT AUDITORS


The Board of Directors
Kemper Investors Life Insurance Company


We consent to the use of our report included herein on the consolidated
financial statements of Kemper Investors Life Insurance Company and to the
reference to our firm under the heading "Experts" in the prospectus.




KPMG LLP
Chicago, Illinois
December 29, 1999


<PAGE>   1

                                                                       EXHIBIT 8



                             PROCEDURES MEMORANDUM

                           (Dated December 29, 1999)


                      Pursuant to Rule 6e-3(T)(b)(12)(iii)
                    under the Investment Company Act of 1940

                       KILICO Variable Separate Account of
                     Kemper Investors Life Insurance Company

I.       INTRODUCTION

Set forth below is the information called for under Rule 6e-3(T)(b)(12)(iii)
under the Investment Company Act of 1940 ("1940 Act"). That rule provides an
exemption for separate accounts, their investment advisers, principal
underwriters and sponsoring insurance company from Sections 22(d), 22(e), and
27(c)(1) of the 1940 Act, and Rule 22c-1 promulgated thereunder, for issuance,
transfer and redemption procedures under flexible premium variable life
insurance policies to the extent necessary to comply with Rule 6e-3(T), state
insurance or administrative law, or established administrative procedures of the
life insurance company. In order to qualify for the exemption, procedures must
be reasonable, fair and not discriminatory and they must be disclosed in the
registration statement filed by the separate account.

The KILICO Variable Separate Account (the "Separate Account") is registered
under the 1940 Act. Within the Separate Account are Subaccounts, which are, as
of the date of this filing, Alger American Balanced, Alger American Growth,
Alger American Income & Growth, Alger American MidCap Growth, Dreyfus Capital
Appreciation, Dreyfus Small Cap, Templeton Asset Allocation, Templeton Bond,
Templeton Developing Markets, Templeton International, Fidelity VIP Equity
Income, Fidelity VIP Growth, Fidelity VIP High Income, Fidelity VIP Overseas,
Janus Aspen Aggressive Growth, Janus Aspen Balanced, Janus Aspen Flexible
Income, Janus Aspen Growth, Janus Aspen International Growth, Janus Aspen
Worldwide Growth, Scudder VLIF Capital Growth, Scudder VLIF Growth and Income,
Scudder VLIF International, Kemper Government Securities, Kemper Investment
Grade Bond, Kemper Money Market, Kemper Small Cap Growth, Kemper Total Return
and Kemper Values + Growth (the "Subaccounts"). Procedures apply equally to each
Subaccount and for purposes of this description are defined in terms of the
Separate Account, except where a discussion of both the Separate Account and its
Subaccounts is necessary. Each Subaccount invests in shares of a corresponding
portfolio of the Kemper Variable Series, the Scudder Variable Life Investment
Fund (Class A Shares), the Janus Aspen Series or the Warburg Pincus Trust (the
"Funds"), mutual funds registered under the 1940 Act. The investment experience
of the Subaccounts of the Account depends on the market performance of the
corresponding Fund portfolios.




                                       1
<PAGE>   2

insured ("Single Life Policy") and a survivorship life modified single premium
variable universal life insurance policy covering the lives of two insureds
("Survivorship Policy"). Where the provisions of the policies are the same, they
will be referred to jointly as "Policy" or "Policies". Where the provisions
differ, the provisions will be distinguished by reference to "Individual Policy"
or "Survivorship Policy".

KILICO believes its procedures meet the requirements of Rule 6e-3(T)(b)(12)(iii)
and states the following:

         A.   Because of the insurance nature of KILICO's Policies and due to
              the requirements of state insurance and administrative laws, the
              procedures necessarily differ in significant respects from
              procedures for mutual funds and contractual plans for which the
              1940 Act was designed.

         B.   Many of the procedures used by KILICO have been adopted from
              established procedures for modified single premium universal life
              insurance policies sold by KILICO and its affiliated insurance
              companies.

         C.   In structuring its procedures to comply with Rule 6e-3(T), state
              insurance laws and its established administrative procedures,
              KILICO has attempted to comply with the intent of the 1940 Act, to
              the extent deemed feasible.

         D.   In general, state insurance laws require that KILICO's procedures
              be reasonable, fair and not discriminatory.

         E.   Because of the nature of the insurance product, it is often
              difficult to determine precisely when KILICO's procedures deviate
              from those required under Section 22(d), 22(e) or 27(c)(1) of the
              1940 Act or Rule 22c-1 thereunder. Accordingly, set out below is a
              summary of the principal policy provisions and procedures which
              may be deemed to constitute, either directly or indirectly, such a
              deviation. The summary, while comprehensive, does not attempt to
              address each and every procedure of variation which might occur
              and does include certain procedural steps which might be deemed as
              deviations from the above-cited sections rules.


II.      ISSUANCE

This section outlines those provisions and administrative procedures which might
be deemed to constitute, either directly or indirectly, a "purchase"
transaction. Because of the insurance nature of the Policy, the procedures
involved necessarily differ in certain significant respects from the purchase
procedures for mutual funds and contractual plans. The chief differences revolve
around the structure of the cost of insurance and the insurance underwriting
(i.e., evaluation of risk) process. There are also certain Policy provisions,
such as reinstatement, which do not result in the issuance of a Policy but which
require certain payments by the Policyowner and involve a transfer of assets
supporting the Policy reserve into the Separate Account.


                                       2

<PAGE>   3

A.       Insurance Charges and Underwriting Standards

Cost of insurance charges for the Policies will not be the same for all
policyholders. The chief reason is that the principle of pooling and
distribution of mortality risks is based on the assumption that each Policyowner
pays a cost of insurance charge commensurate with the insured person's mortality
risk. This mortality risk is actuarially determined based upon factors such as
age, tobacco use status, sex, health, and occupation. Each insured is charged a
monthly deduction based on applying a cost of insurance rate commensurate with
his/her mortality risk to the Account Value, on a current basis, subject to a
limit equal to the applicable maximum cost of insurance rate times the Net
Amount at Risk.  The Policies will be offered and sold pursuant to the cost of
insurance schedules and underwriting standards and in accordance with state
insurance laws. Such laws prohibit discrimination among insureds, but recognize
that premiums must be based on factors such as age, sex, health and occupation.
A table showing the maximum cost of insurance rates, as a function of the Net
Amount at Risk, will be delivered as part of the policy.

B.       Application and Initial Premium Processing

         1.   DEATH BENEFIT


              The Death Benefit for the Policies is based on the specified
              amount selected and the death benefit option selected at the time
              of death. A Policy will be issued if the following conditions are
              met:



              a.   A premium payment of at least $600 annually is paid.


              b.   A completed application is submitted.

              c.   Required underwriting information, satisfactory to KILICO,
                   is provided.

         2.   POLICY ISSUE


              Before KILICO will issue a Policy, it must receive a completed
              application and a full initial premium at its Home Office. A
              Policy ordinarily will be issued only for Insureds Age 1 through
              80 who supply satisfactory evidence of insurability to KILICO.
              Acceptance of an application is subject to underwriting by KILICO.
              KILICO reserves the right to decline an application for any
              reason.





              After underwriting is complete and the Policy is delivered to the
              owner, insurance coverage under the Policy will be deemed to have
              begun as of the day following the date of receipt of a completed
              application and the full initial premium. This date is the
              Policy Date.




                                       3

<PAGE>   4


         3.   PREMIUMS

              Premiums are to be paid to KILICO at its Home Office. Checks
              ordinarily must be made payable to KILICO.


              Initial Premium - The minimum initial premium that KILICO will
              accept under a Policy is $600 annually. KILICO reserves the right
              to increase or decrease this amount for a class of Policies issued
              after some future date.






                                       4
<PAGE>   5




         4.   ALLOCATION OF PREMIUMS AND SEPARATE ACCOUNT VALUE


              Allocation of Premiums - The Owner directs allocation of premiums
              to Subaccounts of the Separate Account and the Fixed Account. The
              Owner must indicate the initial allocation in the policy
              application. On the Trade Date, Separate Account Value in the
              Money Market Subaccount will be allocated to the Subaccounts of
              the Separate Account and the Fixed Account in accordance with the
              Owner's allocation instructions in the application. Additional
              premiums received will continue to be allocated in accordance with
              the Owner's instructions in the application unless contrary
              written instructions are received. Once a change in allocation is
              made, all future premiums will be allocated in accordance with the
              new allocation, unless contrary written instructions are received.



C.       Delivery Period - Policies Issued - Other Than As Applied For

         1.   KILICO will take steps to protect itself against anti-selection by
              the prospective Owner resulting from a deterioration in the health
              of the proposed Insured including requiring Policies to be
              delivered promptly. Generally, the period will not exceed 60 days
              from the date the Policy is issued.

         2.   Failure to Complete Delivery - KILICO will review the file to
              verify that delivery requirements were not satisfied.


              a.   If KILICO determines that delivery was satisfied, the
                   Policy will be placed in force as of the Policy Date.




              b.   If delivery was not satisfied, the Policy will be terminated
                   as of the Policy Date and any premium refunded to the
                   Owner, subject to the refund rules mentioned herein.
                   Notification will be sent to the Owner



                                       5

<PAGE>   6
                   advising him or her that delivery was never completed and
                   that no insurance has been in effect.

D.       Delivery Requirements

         1.   An agent/agency must submit all outstanding delivery requirements
              to the KILICO Home Office prior to the end of the delivery period.

         2.   The KILICO Home Office cannot accept partial requirements;
              however, if an agency does inadvertently submit only part of the
              requirements necessary to complete delivery, KILICO will record
              any documents as received, and return the Policy to the agency
              with a memo advising them of the remaining requirements.

         3.   Any money submitted with incomplete delivery requirements will
              be returned to proposed owner with correspondence specifying the
              remaining requirements.

         4.   If a Policy is reported as delivered after the delivery period
              has expired, the Policy will be placed in force, subject to
              underwriting approval.

         5.   If a Policy is returned to the agency due to incomplete
              requirements, a delivery extension may be obtained on the agency's
              behalf.


E.       Policy Lapse



Lapse will occur when the Surrender Value of a Policy is insufficient to cover
the monthly deductions and a grace period expires without a sufficient payment
being made.


The duration of coverage depends upon the Surrender Value being sufficient to
cover the monthly deductions.


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



                                       6


<PAGE>   7




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

KILICO will not accept any payment that would cause the total premium payment to
exceed the maximum payment permitted by the Code. However, the Owner may
voluntarily repay a portion of Debt to avoid lapse.

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

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

F.       Reinstatement


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


         1.   receipt of evidence of insurability satisfactory to KILICO;

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

         3.   payment or reinstatement of any Debt against the policy which
              existed at the date of termination of coverage.
The effective date of reinstatement of a Policy will be the monthly Deduction
Day that coincides with or next follows the date the application for
reinstatement is approved by KILICO. Suicide and incontestability provisions
will apply from the effective date of reinstatement.

G.       Contestability
         1.   This policy is contestable for two years during the lifetime of
              the Insured, measured from the Issue Date, for material
              misrepresentations made in the initial application for the policy.
              Policy changes and reinstatements may be

                                       7
<PAGE>   8
              contested for two years after the issue date of change or
              reinstatement. No statement will be used to contest a Policy
              unless it is contained in an application. The two year limitation
              does not apply in the event of fraud.


III.     TRANSFER PROCEDURES


         A.   Separate Account Value may be transferred among the Subaccounts of
              the Separate Account and the Fixed Account. All transfers made
              during a business day will be treated as one request. Fixed
              Account Value may be transferred to one or more Subaccounts. One
              transfer of part of the Fixed Account value may be made once each
              policy year in the thirty day period following the end of the
              Policy Year.


              1.   Transfer requests must be in writing in a form acceptable to
                   KILICO, or by telephone authorization under forms authorized
                   by KILICO.


              2.   The minimum partial transfer amount is $500. No partial
                   transfer may be made if the value of the Owner's remaining
                   interest in the subaccount or the fixed account, from which
                   amounts are to be transferred, would be less than $500 after
                   such transfer.


              3.   Transfers will be based on the Accumulation Unit Values next
                   determined following receipt of valid complete transfer
                   instructions by KILICO.

              4.   The transfer provision may be suspended, modified or
                   terminated at any time by KILICO.

              5.   Written acknowledgment of transfers between Subaccounts will
                   be provided at two points in time:

                   a.   A confirmation notice will be sent to the Owner within
                        seven days of receipt of the request.

                   b.   The annual statement will also reflect transfers.

              6.   KILICO will charge $25 for each transfer in excess of 12 in a
                   Policy Year.

         B.   Policy Loans


              1.   At any time after the first Policy Year, the Owner may by
                   written request to KILICO borrow all or part of the maximum
                   loan amount of the Policy. The maximum loan amount is 90% of
                   the Policy's Cash Value minus applicable Surrender Charges.
                   Also, after the first Policy Year, the Owner may borrow an
                   amount up to the earnings in the Policy subject to any
                   previous indebtedness ("preferred loan"). The amount of any
                   new loan may not exceed the maximum loan amount less Debt on
                   the date a loan is granted. The minimum amount of a



                                       8



<PAGE>   9


                   loan is $500. Any amount due an Owner under a Policy Loan
                   ordinarily will be paid within 7 days after KILICO receives a
                   loan request at its Home Office, although payments may be
                   postponed under certain circumstances.



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


              3.   If Surrender Value on the day immediately preceding a Monthly
                   Deduction Date is less than the monthly deduction for the
                   next month, KILICO will notify the Owner and any assignee of
                   record.


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


         C.   Loan Interest


              1.   The loan interest will be assessed at an effective annual
                   rate of 4.50% in all Policy Years. Interest on a preferred
                   loan is charged an effective annual rate of 3%. Interest not
                   paid will be added to the loan amount due and bear interest
                   at the same rate.



              2.   Cash Value in the Loan Account will earn 3% annual interest
                   on a guaranteed basis. Cash Value representing loans of
                   earnings ("preferred loans") may earn a higher annual rate of
                   interest. Such earnings will be allocated to the Loan
                   Account.


         D.   Loan Repayment


              1.   While the Policy is in force, Policy Loans may be repaid at
                   any time, in whole or in part. At the time of repayment, Cash
                   Value in the Loan Account equal to the amount of the
                   repayment which exceeds the difference between interest due
                   and interest earned will be allocated to the Subaccounts, and
                   fixed accounts according to the Owner's



                                       9

<PAGE>   10
                   current allocation instructions, unless otherwise requested
                   by the Owner. Transfers from the Loan Account to the Separate
                   Account as a result of the repayment of Debt will be
                   allocated at the end of the Valuation Period during which the
                   repayment is received.

              2.   KILICO will provide written confirmation of loan repayments,
                   including the effective date of the payment, and the effect
                   on specific Subaccounts, within seven days of the receipt of
                   payment.

         E.   Policy Anniversary and Monthly Deduction Date

              1.   The Cost of Insurance (COI) is calculated on the Account
                   Value using current rates, and the net amount at risk using
                   guaranteed rates. No substandard ratings are applied.
                   Increases in specified amount can be rated separately from
                   the original rating.

              2.   The calculated monthly deductions are distributed among the
                   Subaccounts and the DCA Fixed Account in proportion that each
                   Subaccount or DCA Fixed Account bears to the total Separate
                   Account Value plus DCA Fixed Account Value.


IV.      REDEMPTION PROCEDURES

The following outlines are administrative procedures attendant to transactions
which involve redemption of a Policy's values.

A.       Free Look Period


         1.   The Owner may, until the end of the period of time specified in
              the Policy, examine the Policy and return it for a refund. The
              applicable period of time will depend on the state in which the
              Policy is issued; however, it will be at least 10 days from the
              date the Policy is received by the Owner. The amount of the refund
              will be at least equal to the premiums paid. An Owner seeking a
              refund should return the Policy to KILICO at its Home Office or to
              the agent who sold the Policy.



         2.   The Policyowner will receive a refund equal to the Cash Value of
              the Policy plus any monthly deductions and any deductions made
              against premiums. The amount of the refund will be at least equal
              to premiums paid.


         3.   Refunds will be made within seven working days of receipt of the
              request, providing the original payment has had sufficient time
              from the date of our deposit to clear the payor's bank account.
              Normally, this is 30 days for payments made by personal check,
              money order or cashier's check. Any refund or portion thereof is


                                       10
<PAGE>   11
              subject to being held in KILICO's office until this time
              requirement is met. If only a portion of the refund is needed to
              meet the time requirements, the undisputed portion will be
              released within the seven day time frame. The disputed portion
              will be held until the time requirement is met and then refunded
              by separate check. Any refund that needs to be held to meet the
              time requirement from KILICO date of deposit can be expedited if
              the payor submits proof that the item has been honored by the
              bank.

B.  Surrender Privilege and Charges


         1.   While the Insured is living and the Policy is in force, the Owner
              may surrender the Policy for its Surrender Value. To surrender the
              Policy, the Owner must make written request to KILICO at its Home
              Office and return the Policy to KILICO. The Surrender Value is
              equal to the Cash Value less any applicable Surrender Charge and
              any Debt. After the first Policy Year, a Policy Owner may make
              withdrawals of amounts less than the Surrender Value. The minimum
              amount of each withdrawal is $500 and the maximum amount is 10% of
              the Net Surrender Value during the surrender charge period. A $25
              withdrawal charge will be imposed for processing each withdrawal
              after the first one each policy year. A withdrawal will decrease
              the Cash Value by the amount of the withdrawal.



         2.   A 2.5% charge is deducted from each premium to reimburse KILICO
              for the payment of state premium taxes. In addition, a charge for
              federal taxes equal to 1% of each premium payment will be
              deducted to compensate KILICO for a higher corporate income tax
              liability resulting from changes made to the Internal Revenue Code
              by the Omnibus Budget Reconciliation Act of 1990.



         3.   A contingent deferred sales charge ("Surrender Charge") will be
              used to cover expenses relating to the distribution of the policy
              including commissions paid to sales personnel, and other promotion
              and acquisition expenses. If this policy is surrendered or if the
              Cash Value is applied under a Settlement Option, the amount
              payable may reflect a deduction for applicable Surrender Charges.



         4.   The applicable Withdrawal Charge will be determined based upon the
              date of receipt of the written request for surrender.



         5.   The amount of the surrender charge for the initial Specified
              Amount will be the product of a. times b. times c. where:

              a.  is the initial Specified Amount (in 1,000s);
              b.  is the surrender target premium rate as shown in Appendix B;
                  and
              c.  is the surrender charge percentage for the applicable Policy
                  Year as shown below


     During the ten Policy Years following an increase in Specified Amount, an
additional surrender charge applies. The additional charge is calculated as
described below based on the amount of increase, years commencing on the date of
the increase and surrender target premium associated with the increase.

         6.   The amount of the surrender charge for each increase in the
              Specified Amount will be the product of a. times b. times
              c. where:

              a.  is the amount of increase in Specified Amount for the base
                  plan (in 1,000s);
              b.  is the surrender target premium rate as shown in Appendix B;
                  and
              c.  is the surrender charge percentage for the applicable Policy
                  Year as shown below.

     The surrender charge is the sum of the amounts in 5. and 6. above. The
surrender charge will not be reduced by any decrease in Specified Amount.

     The applicable surrender target premium rate depends on the Insured's age
at issue, sex, tobacco status, and underwriting rate class. See Appendix B.

SURRENDER CHARGE PERCENTAGES:

<TABLE>
<CAPTION>

                    POLICY YEAR          PERCENTAGES
                    -----------          -----------
                    <S>                  <C>

                       1-5                   100%
                         6                    80%
                         7                    60%
                         8                    45%
                         9                    30%
                        10                    15%
                        11+                    0%
</TABLE>



                                       11

<PAGE>   12






C.       Death Claims

         1.   KILICO will ordinarily pay a death benefit to the beneficiary
              within seven calendar days after receipt, at its Home Office, of
              the policy, due proof of death of the insured and all other
              requirements necessary* to make payment. KILICO will send the
              check to the beneficiary with seven days after KILICO receives all
              required documents.

         2.   KILICO will make payment of the death benefit out of its General
              Account, and will transfer assets from the Separate Account to the
              General Account in an amount equal to the reserve in the Separate
              Account for the Policy, unless the death benefit is to be paid
              under a settlement option involving variable payments.  In that
              case, the policy reserve attributable to the death benefit will
              remain in the Separate Account or such other separate account as
              KILICO may designate for that purpose in accordance with the
              Policy, and the benefit payments shall be paid as described in the
              prospectus in accordance with the settlement and payment options
              chosen by the beneficiary.  Any benefit payment in excess of the
              policy reserve maintained in the Separate Account for the Policy
              shall be paid out of the General Account reserve maintained for
              that purpose.


*State insurance laws impose various requirements, such as receipt of a tax
waiver, before payment of the death benefit may be made. In addition, payment of
the death benefit is subject to the provisions of the policies regarding suicide
and incontestability.

D.  Maturity Benefit and Extended Maturity

         1.   In certain states, if the Insured is still living and the Policy
is in force on the Maturity Date, KILICO will pay the Policy owner a Maturity
Benefit. The Maturity Benefit will equal the net Surrender Value on the Maturity
Date. The Maturity Date is the Policy Anniversary after the Insured's 100th
birthday.

         2.   KILICO will pay the Maturity Benefit in the same manner as it
pays surrender benefits, as described above.

         3.   In states where approved, an Extended Maturity Rider will be
issued with all Policies at no extra premium. Under this Rider, the Death
Benefit after the Maturity Date is the greater of the Specified Amount or the
Cash Value. In addition, after the Maturity Date, KILICO will not charge the
cost of insurance charge or mortality and expense risk charge. The Rider is
effective only if the Net Surrender Value at age 100 equals at least 30% of the
initial Specified Amount.

E.       Premium Refunds

         KILICO will not normally refund premium payments unless one of the
         following situations occurs:

         1.   The proposed Insured is determined to be uninsurable by KILICO's
              standards.

         2.   The premium paid is in permanent suspense because underwriting
              requirements were never completed.

         3.   The delivery period has expired and delivery has not been
              completed.

         4.   The Owner exercises the Free Look Privilege.

                                       12
<PAGE>   13
         5.   The premium payment would disqualify the policy as life insurance
              coverage (see Guideline Premium Test); however, in this instance,
              the payment will first be applied as a repayment of any
              outstanding loans.

         6.   In the event an application is declined by KILICO, the initial
              premium will be refunded.


F.       Guideline Premium Test - Tax Qualification
The Guideline Premium Test is a two part test applied to determine if a policy
qualifies as life insurance as defined in the IRS Code, Section 7702.

         1.   Part I - Guideline Premium Limitation. The sum of the actual
              premiums paid into the contract cannot exceed the greater of:

              a.   the guideline single premium, or

              b.   the sum of the guideline level premiums at that time.

         2.   The guideline single premium is the premium needed at issue for
              the future benefits under contract, computed on the basis of:

              a.   the guaranteed mortality charges specified in the contract.

              b.   other guaranteed charges specified in the contract, and

              c.   a gross interest rate which is the greater of an annual
                   effective rate of six percent or the rate or rates guaranteed
                   at issue.

         3.   For this plan the guideline single premium is based on:

              a.   the guaranteed maximum mortality rates, for all durations.

              b.   mortality and expense risk charge, as an adjustment to the
                   interest rate, and

              c.   six percent interest.

         4.   Guideline level premiums are the annual premium version of the
              guideline single premium based on the above assumptions and a
              premium payment period extending to age 95. The gross interest
              rate used will be four percent. At the point where a policy is
              recognized as being out of compliance, the Death Benefit must be
              decreased or premiums refunded as necessary for qualification as
              life insurance.


                                       13

<PAGE>   14
         5.   Part II - Cash Value Corridor Requirement. The Cash Value test
              regulates the ratio of the policy Cash Value to the death benefit
              regardless of the effect of the guideline premium limit. The death
              benefit payable under the Policy must always be greater than or
              equal to the Cash Value times the death benefit factor.
              Death benefit factors vary only by attained age and range from
              1.00 to 2.50 for the KILICO Modified Single Premium VUL.

              A check for compliance will be made at the time premiums are
              applied and at least annually thereafter. If a violation is
              detected, the agent will be notified and monies refunded.
G.      Misstatement of Age or Sex

If the age or sex of the Insured is misstated, the Death Benefit will be
adjusted based on what the Initial Premium would have purchased using the
correct age and/or sex.

H.       Postponement of Payments

Payment of any amount due upon: (a) policy termination at the maturity date, (b)
surrender of the policy, (c) payment of any policy loan, or (d) death of the
Insured, may be postponed whenever:

         1.   The New York Stock Exchange is closed other than customary weekend
              and holiday closing, or trading on the New York Stock Exchange is
              restricted as determined by the SEC;

         2.   The SEC by order permits postponement for the protection of
              Owners; or

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

Transfers may also be postponed under these circumstances.

I.       Payment Not Honored by Bank

The portion of any payment due under the policy which is derived from any amount
paid to KILICO by check or draft may be postponed until such time as KILICO
determines that such instrument has been honored by the bank upon which it was
drawn.

J.       Suicide


Suicide by the Insured, while sane or insane, within two years from the Issue
Date of the policy is a risk not assumed under the policy. KILICO's liability
issue for such suicide under a is limited to the premiums paid less any
withdrawals and debt.


If the Insured dies by suicide, while sane or insane, within two years of any
reinstatement, our total liability with respect to such reinstatement will be
limited to the Premiums paid less any partial withdrawals and Policy Debt.








                                       14

<PAGE>   15

V.       RECORDS AND REPORTS

KILICO will maintain all records relating to the Separate Account. KILICO will
send Owners, at their last known address of record, an annual report stating the
Death Benefit, the Accumulation Unit Value, the Cash Value and Surrender Value
under the policy, and indicating any additional premium payments, transfers,
policy loans and repayments and charges made during the Policy Year. Owners will
also be sent annual and semi-annual reports for the Funds to the extent required
by the 1940 Act.




                                       15

<PAGE>   1

                                                                       EXHIBIT 9

                         ILLUSTRATIONS OF CASH VALUES,
                           CASH SURRENDER VALUES AND
                                 DEATH BENEFITS

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


     The amounts shown for the Cash Value, Surrender Value and Death Benefit as
of each Policy Anniversary reflect the fact that the net investment return on
the assets held in the Subaccounts is lower than the gross return. This is
because of a daily charge to the Subaccounts for assuming mortality and expense
risks, which is equivalent to an effective annual charge of .60% in Policy Years
one through ten; .40% in Policy Years eleven through twenty; and .20% in Policy
Years twenty-one and thereafter. This charge is guaranteed not to exceed an
effective annual rate of 0.60%. In addition, the net investment returns also
reflect the deduction of the Fund investment advisory fees and other Fund
expenses, (.78%, the average of the fees and expenses). The tables also reflect
applicable charges and deductions including a 6.0% deduction against premiums, a
monthly administrative charge of $10 in the first Policy Year and $6 thereafter
(although not to exceed $7.50) and monthly charges for providing insurance
protection. For each hypothetical gross investment rate of return, tables are
provided reflecting current and guaranteed cost of insurance charges. A
hypothetical gross average investment rate of return of 0% corresponds to an
approximate net rate of return of -1.38% in Policy Years one through ten; -1.18%
in Policy Years eleven through twenty; and -0.98% in Policy Years twenty-one and
thereafter. A hypothetical gross average investment rate of return of 6%
corresponds to an approximate net rate of return of 4.62%, 4.82% and 5.02%
respectively. Likewise, a hypothetical gross average investment rate of return
of 12% corresponds to an approximate net rate of return of 10.62%, 10.82% and
11.02%. Cost of insurance rates vary by issue age, sex, rating class and Policy
Year and, therefore, are not reflected in the approximate net annual investment
rate of return above.


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

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

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

                                       79
<PAGE>   2

                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

        MALE STANDARD NON-TOBACCO $1,000.00 ANNUAL PREMIUM ISSUE AGE 35

                        $100,000 INITIAL DEATH BENEFIT:

                       VALUES--CURRENT COST OF INSURANCE


<TABLE>
<CAPTION>
                          0.00% HYPOTHETICAL             6.00% HYPOTHETICAL                12.00% HYPOTHETICAL
          PREMIUM      GROSS INVESTMENT RETURN         GROSS INVESTMENT RETURN           GROSS INVESTMENT RETURN
         PAID PLUS   ----------------------------   -----------------------------   ---------------------------------
POLICY   INTEREST     CASH    SURRENDER    DEATH     CASH     SURRENDER    DEATH      CASH      SURRENDER     DEATH
 YEAR      AT 5%     VALUE      VALUE     BENEFIT    VALUE      VALUE     BENEFIT     VALUE       VALUE      BENEFIT
- ------   ---------   ------   ---------   -------   -------   ---------   -------   ---------   ---------   ---------
<S>      <C>         <C>      <C>         <C>       <C>       <C>         <C>       <C>         <C>         <C>
1.....      1,050       642         0     100,000       689          0    100,000         736           0     100,000
2.....      2,153     1,316        80     100,000     1,452        216    100,000       1,595         359     100,000
3.....      3,310     1,971       735     100,000     2,241      1,005    100,000       2,534       1,298     100,000
4.....      4,526     2,606     1,370     100,000     3,056      1,820    100,000       3,564       2,328     100,000
5.....      5,802     3,229     1,993     100,000     3,905      2,669    100,000       4,699       3,463     100,000
6.....      7,142     3,845     2,857     100,000     4,795      3,806    100,000       5,958       4,969     100,000
7.....      8,549     4,453     3,711     100,000     5,727      4,986    100,000       7,352       6,611     100,000
8.....     10,027     5,052     4,495     100,000     6,703      6,147    100,000       8,896       8,340     100,000
9.....     11,578     5,642     5,271     100,000     7,724      7,354    100,000      10,606      10,236     100,000
10....     13,207     6,225     6,039     100,000     8,794      8,609    100,000      12,501      12,316     100,000
11....     14,917     6,816     6,816     100,000     9,937      9,937    100,000      14,630      14,630     100,000
12....     16,713     7,386     7,386     100,000    11,121     11,121    100,000      16,978      16,978     100,000
13....     18,599     7,933     7,933     100,000    12,349     12,349    100,000      19,571      19,571     100,000
14....     20,579     8,459     8,459     100,000    13,622     13,622    100,000      22,436      22,436     100,000
15....     22,657     8,962     8,962     100,000    14,944     14,944    100,000      25,604      25,604     100,000
16....     24,840     9,445     9,445     100,000    16,318     16,318    100,000      29,111      29,111     100,000
17....     27,132     9,895     9,895     100,000    17,736     17,736    100,000      32,986      32,986     100,000
18....     29,539    10,311    10,311     100,000    19,198     19,198    100,000      37,270      37,270     100,000
19....     32,066    10,689    10,689     100,000    20,705     20,705    100,000      42,012      42,012     100,000
20....     34,719    11,029    11,029     100,000    22,258     22,258    100,000      47,264      47,264     100,000
   Age
  65..     69,761    11,541    11,541     100,000    41,164     41,164    100,000     146,388     146,388     178,593
   Age
  70..     94,836     8,175     8,175     100,000    52,901     52,901    100,000     249,404     249,404     289,309
   Age
  75..    126,840        14        14     100,000    66,889     66,889    100,000     421,022     421,022     450,494
   Age
  80..    167,685         0         0           0    85,073     85,073    100,000     709,227     709,227     744,688
   Age
  85..    219,815         0         0           0   111,310    111,310    116,875   1,184,146   1,184,146   1,243,353
</TABLE>


ASSUMPTIONS:

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

     (2) VALUES REFLECT CURRENT COST OF INSURANCE CHARGES.

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

     (4) DEATH BENEFIT REFLECTS CURRENT INTERNAL REVENUE CODE REQUIREMENTS.

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

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

                                       80
<PAGE>   3

                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

        MALE STANDARD NON-TOBACCO $1,000.00 ANNUAL PREMIUM ISSUE AGE 35

                        $100,000 INITIAL DEATH BENEFIT:

                      VALUES--GUARANTEED COST OF INSURANCE


<TABLE>
<CAPTION>
                          0.00% HYPOTHETICAL             6.00% HYPOTHETICAL               12.00% HYPOTHETICAL
          PREMIUM      GROSS INVESTMENT RETURN        GROSS INVESTMENT RETURN           GROSS INVESTMENT RETURN
         PAID PLUS   ----------------------------   ----------------------------   ---------------------------------
POLICY   INTEREST     CASH    SURRENDER    DEATH     CASH    SURRENDER    DEATH      CASH      SURRENDER     DEATH
 YEAR      AT 5%     VALUE      VALUE     BENEFIT   VALUE      VALUE     BENEFIT     VALUE       VALUE      BENEFIT
- ------   ---------   ------   ---------   -------   ------   ---------   -------   ---------   ---------   ---------
<S>      <C>         <C>      <C>         <C>       <C>      <C>         <C>       <C>         <C>         <C>
   1        1,050       642          0    100,000      689          0    100,000         736           0     100,000
   2        2,153     1,298         62    100,000    1,434        198    100,000       1,575         339     100,000
   3        3,310     1,935        699    100,000    2,203        967    100,000       2,494       1,258     100,000
   4        4,526     2.553      1,317    100,000    2,998      1,762    100,000       3,500       2,264     100,000
   5        5,802     3,151      1,915    100,000    3,817      2,518    100,000       4,601       3,365     100,000
   6        7,142     3,727      2,738    100,000    4,661      3,672    100,000       5,806       4,817     100,000
   7        8,548     4,279      3,538    100,000    5,529      4,787    100,000       7,125       6,383     100,000
   8       10,027     4,809      4,252    100,000    6,422      5,866    100,000       8,570       8,014     100,000
   9       11,578     5,312      4,941    100,000    7,338      6,968    100,000      10,153       9,782     100,000
  10       13,207     5,790      5,605    100,000    8,280      8,095    100,000      11,889      11,703     100,000
  11       14,917     6,240      6,240    100,000    9,246      9,246    100,000      13,792      13,792     100,000
  12       16,713     6,661      6,661    100,000   10,234     10,234    100,000      15,880      15,880     100,000
  13       18,599     7,050      7,050    100,000   11,245     11,245    100,000      18,173      18,173     100,000
  14       20,579     7,407      7,407    100,000   12,279     12,279    100,000      20,693      20,693     100,000
  15       22,657     7,728      7,728    100,000   13,334     13,334    100,000      23,463      23,463     100,000
  16       24,840     8,013      8,013    100,000   14,410     14,410    100,000      26,513      26,513     100,000
  17       27,132     8,254      8,254    100,000   15,503     15,503    100,000      29,869      29,869     100,000
  18       29,539     8,448      8,448    100,000   16,609     16,609    100,000      33,566      33,566     100,000
  19       32,066     8,588      8,588    100,000   17,725     17,725    100,000      37,640      37,640     100,000
  20       34,719     8,667      8,667    100,000   18,844     18,844    100,000      42,133      42,133     100,000
 Age
  65..     69,761     4,384      4,384    100,000   29,056     29,056    100,000     124,205     124,205     151,530
 Age
  70..     94,836         0          0          0   31,175     31,175    100,000     206,776     206,776     239,860
 Age
  75..    126,840         0          0          0   26,801     26,801    100,000     340,525     340,525     364,361
 Age
  80..    167,685         0          0          0    4,425      4,425    100,000     559,884     559,884     587,878
 Age
  85..    219,815         0          0          0        0          0          0     906,785     906,785     952,124
</TABLE>


ASSUMPTIONS:

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

     (2) VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES.

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

     (4) DEATH BENEFIT REFLECTS CURRENT INTERNAL REVENUE CODE REQUIREMENTS.

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

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

                                       81
<PAGE>   4

                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

        MALE STANDARD NON-TOBACCO $3,000.00 ANNUAL PREMIUM ISSUE AGE 55

                        $100,000 INITIAL DEATH BENEFIT:

                       VALUES--CURRENT COST OF INSURANCE


<TABLE>
<CAPTION>
                          0.00% HYPOTHETICAL             6.00% HYPOTHETICAL               12.00% HYPOTHETICAL
          PREMIUM      GROSS INVESTMENT RETURN         GROSS INVESTMENT RETURN          GROSS INVESTMENT RETURN
         PAID PLUS   ----------------------------   -----------------------------   -------------------------------
POLICY   INTEREST     CASH    SURRENDER    DEATH     CASH     SURRENDER    DEATH      CASH      SURRENDER    DEATH
 YEAR      AT 5%     VALUE      VALUE     BENEFIT    VALUE      VALUE     BENEFIT     VALUE       VALUE     BENEFIT
- ------   ---------   ------   ---------   -------   -------   ---------   -------   ---------   ---------   -------
<S>      <C>         <C>      <C>         <C>       <C>       <C>         <C>       <C>         <C>         <C>
     1      3,150     2,179         0     100,000     2,329          0    100,000       2,479          0    100.000
     2      6,458     4,339       927     100,000     4,778      1,366    100,000       5,236      1,824    100,000
     3      9,930     6,431     3,019     100,000     7,304      3,892    100,000       8,250      4,838    100,000
     4     13,577     8,451     5,039     100,000     9,905      6,493    100,000      11,547      8,135    100,000
     5     17,406    10,396     6,984     100,000    12,584      9,172    100,000      15,157     11,745    100,000
     6     21,426    12,263     9,533     100,000    15,341     12,611    100,000      19,114     16,385    100,000
     7     25,647    14,046    11,999     100,000    18,177     16,129    100,000      23,457     21,410    100,000
     8     30,080    15,743    14,207     100,000    21,095     19,559    100,000      28,233     26,697    100,000
     9     34,734    17,352    16,328     100,000    24,100     23,077    100,000      33,496     32,473    100,000
    10     39,620    18,868    18,357     100,000    27,198     26,686    100,000      39,311     38,799    100,000
    11     44,751    20,332    20,332     100,000    30,452     30,452    100,000      45,834     45,834    100,000
    12     50,139    21,695    21,695     100,000    33,817     33,817    100,000      53,088     53,088    100,000
    13     55,796    22,949    22,949     100,000    37,300     37,300    100,000      61,180     61,180    100,000
    14     61,736    24,087    24,087     100,000    40,910     40,910    100,000      70,235     70,235    100,000
    15     67,972    25,101    25,101     100,000    44,659     44,659    100,000      80,403     80,403    100,000
    16     74,521    25,980    25,980     100,000    48,562     48,562    100,000      91,836     91,836    105,611
    17     81,397    26,716    26,716     100,000    52,636     52,636    100,000     104,510    104,510    118,096
    18     88,617    27,300    27,300     100,000    56,907     56,907    100,000     118,540    118,540    131,579
    19     96,198    27,720    27,720     100,000    61,401     61,401    100,000     134,085    134,085    146,153
    20    104,158    27,958    27,958     100,000    66,149     66,149    100,000     151,329    151,329    161,922
Age 65     39,620    18,868    18,357     100,000    27,198     26,686    100,000      39,311     38,799    100,000
Age 70     67,972    25,101    25,101     100,000    44,659     44,659    100,000      80,403     80,403    100,000
Age 75    104,158    27,958    27,958     100,000    66,149     66,149    100,000     151,329    151,329    161,922
Age 80    150,340    25,811    25,811     100,000    96,400     96,400    101,220     271,673    271,673    285,256
Age 85    209,282    13,652    13,652     100,000   137,104    137,104    143,959     470,144    470,144    493,652
</TABLE>


ASSUMPTIONS:

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

     (2) VALUES REFLECT CURRENT COST OF INSURANCE CHARGES.

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

     (4) DEATH BENEFIT REFLECTS CURRENT INTERNAL REVENUE CODE REQUIREMENTS.

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

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

                                       82
<PAGE>   5

                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

        MALE STANDARD NON-TOBACCO $3,000.00 ANNUAL PREMIUM ISSUE AGE 55

                        $100,000 INITIAL DEATH BENEFIT:

                      VALUES--GUARANTEED COST OF INSURANCE


<TABLE>
<CAPTION>
                          0.00% HYPOTHETICAL             6.00% HYPOTHETICAL               12.00% HYPOTHETICAL
          PREMIUM      GROSS INVESTMENT RETURN        GROSS INVESTMENT RETURN           GROSS INVESTMENT RETURN
         PAID PLUS   ----------------------------   ----------------------------   ---------------------------------
POLICY   INTEREST     CASH    SURRENDER    DEATH     CASH    SURRENDER    DEATH      CASH      SURRENDER     DEATH
 YEAR      AT 5%     VALUE      VALUE     BENEFIT   VALUE      VALUE     BENEFIT     VALUE       VALUE      BENEFIT
- ------   ---------   ------   ---------   -------   ------   ---------   -------   ---------   ---------   ---------
<S>      <C>         <C>      <C>         <C>       <C>      <C>         <C>       <C>         <C>         <C>
   1        3,150     1,903         0     100,000    2,044         0     100,000       2,186           0     100,000
   2        6,458     3,747       335     100,000    4,151       739     100,000       4,573       1,161     100,000
   3        9,930     5,500     2,088     100,000    6,291     2,879     100,000       7,151       3,739     100,000
   4       13,577     7,159     3,747     100,000    8,463     5,051     100,000       9,940       6,528     100,000
   5       17,406     8,717     5,305     100,000   10,662     7,250     100,000      12,960       9,548     100,000
   6       21,426    10,167     7,437     100,000   12,884    10,154     100,000      16,235      13,505     100,000
   7       25,647    11,499     9,452     100,000   15,123    13,076     100,000      19,790      17,743     100,000
   8       30,080    12,702    11,166     100,000   17,372    15,837     100,000      23,656      22,121     100,000
   9       34,734    13,761    12,737     100,000   19,620    18,596     100,000      27,867      26,843     100,000
  10       39,620    14,659    14,147     100,000   21,857    21,345     100,000      32,464      31,952     100,000
  11       44,751    15,383    15,383     100,000   24,074    24,074     100,000      37,502      37,502     100,000
  12       50,139    15,919    15,919     100,000   26,267    26,267     100,000      43,051      43,051     100,000
  13       55,796    16,253    16,253     100,000   28,431    28,431     100,000      49,195      49,195     100,000
  14       61,736    16,366    16,366     100,000   30,561    30,561     100,000      56,037      56,037     100,000
  15       67,972    16,237    16,237     100,000   32,649    32,649     100,000      63,705      63,705     100,000
  16       74,521    15,826    15,826     100,000   34,677    34,677     100,000      72,351      72,351     100,000
  17       81,397    15,034    15,034     100,000   36,584    36,584     100,000      82,155      82,155     100,000
  18       88,617    13,898    13,898     100,000   38,418    38,418     100,000      93,370      93,370     103,641
  19       96,198    12,286    12,286     100,000   40,105    40,105     100,000     105,859     105,859     115,386
  20      104,158    10,107    10,107     100,000   41,610    41,610     100,000     119,685     119,685     128,063
Age 65     39,620    14,659    14,147     100,000   21,857    21,345     100,000      32,464      31,952     100,000
Age 70     67,972    16,237    16,237     100,000   32,649    32,649     100,000      63,705      63,705     100,000
Age 75    104,158    10,107    10,107     100,000   41,610    41,610     100,000     119,685     119,685     128,063
Age 80    150,340         0         0           0   45,237    45,237     100,000     213,225     213,225     223,886
Age 85    209,282         0         0           0   34,132    34,132     100,000     361,489     361,489     379,563
</TABLE>


ASSUMPTIONS:

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

     (2) VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES.

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

     (4) DEATH BENEFIT REFLECTS CURRENT INTERNAL REVENUE CODE REQUIREMENTS.

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

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

                                       83
<PAGE>   6

                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

        MALE PREFERRED NON-TABACCO $1,500.00 ANNUAL PREMIUM ISSUE AGE 35

                        $150,000 INITIAL DEATH BENEFIT:

                       VALUES--CURRENT COST OF INSURANCE


<TABLE>
<CAPTION>
                          0.00% HYPOTHETICAL             6.00% HYPOTHETICAL                12.00% HYPOTHETICAL
          PREMIUM      GROSS INVESTMENT RETURN         GROSS INVESTMENT RETURN           GROSS INVESTMENT RETURN
         PAID PLUS   ----------------------------   -----------------------------   ---------------------------------
POLICY   INTEREST     CASH    SURRENDER    DEATH     CASH     SURRENDER    DEATH      CASH      SURRENDER     DEATH
 YEAR      AT 5%     VALUE      VALUE     BENEFIT    VALUE      VALUE     BENEFIT     VALUE       VALUE      BENEFIT
- ------   ---------   ------   ---------   -------   -------   ---------   -------   ---------   ---------   ---------
<S>      <C>         <C>      <C>         <C>       <C>       <C>         <C>       <C>         <C>         <C>
1.....      1,575     1,022         0     150,000     1,095          0    150,000       1,168           0     150,000
2.....      3,229     2,068       214     150,000     2,280        426    150,000       2,500         646     150,000
3.....      4,965     3,085     1,231     150,000     3,505      1,651    150,000       3,960       2,106     150,000
4.....      6,788     4,086     2,232     150,000     4,784      2,930    150,000       5,573       3,719     150,000
5.....      8,703     5,081     3,227     150,000     6,132      4,278    150,000       7,367       5,513     150,000
6.....     10,713     6,069     4,586     150,000     7,549      6,066    150,000       9,360       7,877     150,000
7.....     12,824     7,050     5,938     150,000     9,040      7,927    150,000      11,574      10,462     150,000
8.....     15,040     8,024     7,189     150,000    10,607      9,773    150,000      14,033      13,199     150,000
9.....     17,367     8,993     8,437     150,000    12,256     11,700    150,000      16,764      16,208     150,000
10....     19,810     9,959     9,681     150,000    13,994     13,716    150,000      19,800      19,522     150,000
11....     22,376    10,950    10,950     150,000    15,860     15,860    150,000      23,220      23,220     150,000
12....     25,069    11,914    11,914     150,000    17,801     17,801    150,000      26,999      26,999     150,000
13....     27,898    12,849    12,849     150,000    19,821     19,821    150,000      31,177      31,177     150,000
14....     30,868    13,757    13,757     150,000    21,924     21,924    150,000      35,798      35,798     150,000
15....     33,986    14,636    14,636     150,000    24,115     24,115    150,000      40,913      40,913     150,000
16....     37,261    15,490    15,490     150,000    26,399     26,399    150,000      46,578      46,578     150,000
17....     40,699    16,304    16,304     150,000    28,769     28,769    150,000      52,845      52,845     150,000
18....     44,309    17,076    17,076     150,000    31,228     31,228    150,000      59,782      59,782     150,000
19....     48,099    17,804    17,804     150,000    33,779     33,779    150,000      67,465      67,465     150,000
20....     52,079    18,487    18,487     150,000    36,425     36,425    150,000      75,980      75,980     150,000

   Age
  65..    104,641    22,207    22,207     150,000    70,164     70,164    150,000     236,334     236,334     288,327
   Age
  70..    142,254    20,202    20,202     150,000    92,878     92,878    150,000     403,663     403,663     468,249
   Age
  75..    190,260    13,402    13,402     150,000   121,916    121,916    150,000     683,312     683,312     731,143
   Age
  80..    251,528         0         0           0   161,400    161,400    169,470   1,153,449   1,153,449   1,211,122
   Age
  85..    329,723         0         0           0   211,607    211,607    222,187   1,932,881   1,932,881   2,029,525
</TABLE>


ASSUMPTIONS:

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

     (2) VALUES REFLECT CURRENT COST OF INSURANCE CHARGES.

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

     (4) DEATH BENEFIT REFLECTS CURRENT INTERNAL REVENUE CODE REQUIREMENTS.

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

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

                                       84
<PAGE>   7

                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

        MALE PREFERRED NON-TOBACCO $1,500.00 ANNUAL PREMIUM ISSUE AGE 35

                        $150,000 INITIAL DEATH BENEFIT:

                      VALUES--GUARANTEED COST OF INSURANCE


<TABLE>
<CAPTION>
                          0.00% HYPOTHETICAL             6.00% HYPOTHETICAL               12.00% HYPOTHETICAL
          PREMIUM      GROSS INVESTMENT RETURN        GROSS INVESTMENT RETURN           GROSS INVESTMENT RETURN
         PAID PLUS   ----------------------------   ----------------------------   ---------------------------------
POLICY   INTEREST     CASH    SURRENDER    DEATH     CASH    SURRENDER    DEATH      CASH      SURRENDER     DEATH
 YEAR      AT 5%     VALUE      VALUE     BENEFIT   VALUE      VALUE     BENEFIT     VALUE       VALUE      BENEFIT
- ------   ---------   ------   ---------   -------   ------   ---------   -------   ---------   ---------   ---------
<S>      <C>         <C>      <C>         <C>       <C>      <C>         <C>       <C>         <C>         <C>
1.....      1,575     1,022         0     150,000    1,095         0     150,000       1,168           0     150,000
2.....      3,229     2,050       196     150,000    2,261       407     150,000       2,481         627     150,000
3.....      4,965     3,050     1,196     150,000    3,467     1,613     150,000       3,920       2,066     150,000
4.....      6,788     4,020     2,166     150,000    4,713     2,859     150,000       5,495       3,641     150,000
5.....      8,703     4,959     3,105     150,000    5,998     4,144     150,000       7,221       5,367     150,000
6.....     10,713     5,865     4,382     150,000    7,324     5,841     150,000       9,111       7,628     150,000
7.....     12,824     6,735     5,623     150,000    8,688     7,576     150,000      11,181      10,068     150,000
8.....     15,040     7,570     6,736     150,000   10,093     9,258     150,000      13,449      12,615     150,000
9.....     17,367     8,366     7,810     150,000   11,536    10,980     150,000      15,936      15,380     150,000
10....     19,810     9,124     8,846     150,000   13,022    12,744     150,000      18,665      18,387     150,000
11....     22,376     9,839     9,839     150,000   14,546    14,546     150,000      21,659      21,659     150,000
12....     25,069    10,510    10,510     150,000   16,108    16,108     150,000      24,946      24,946     150,000
13....     27,898    11,133    11,133     150,000   17,709    17,709     150,000      28,558      28,558     150,000
14....     30,868    11,707    11,707     150,000   19,349    19,349     150,000      32,529      32,529     150,000
15....     33,986    12,229    12,229     150,000   21,025    21,025     150,000      36,898      36,898     150,000
16....     37,261    12,694    12,694     150,000   22,738    22,738     150,000      41,710      41,710     150,000
17....     40,699    13,096    13,096     150,000   24,482    24,482     150,000      47,010      47,010     150,000
18....     44,309    13,426    13,426     150,000   26,252    26,252     150,000      52,851      52,851     150,000
19....     48,099    13,675    13,675     150,000   28,042    28,042     150,000      59,293      59,293     150,000
20....     52,079    13,833    13,833     150,000   29,845    29,845     150,000      66,405      66,405     150,000
   Age
  65..    104,641     7,850     7,850     150,000   47,016    47,016     150,000     196,153     196,153     239,307
   Age
  70..    142,254         0         0           0   51,945    51,945     150,000     326,390     326,390     378,613
   Age
  75..    190,260         0         0           0   48,592    48,592     150,000     537,348     537,348     574,962
   Age
  80..    251,528         0         0           0   22,227    22,227     150,000     883,337     883,337     927,504
   Age
  85..    329,723         0         0           0        0         0           0   1,430,493   1,430,493   1,502,018
</TABLE>


ASSUMPTIONS:

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

     (2) VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES.

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

     (4) DEATH BENEFIT REFLECTS CURRENT INTERNAL REVENUE CODE REQUIREMENTS.

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

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

                                       85
<PAGE>   8

                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

        MALE PREFERRED NON-TOBACCO $4,500.00 ANNUAL PREMIUM ISSUE AGE 55

                        $150,000 INITIAL DEATH BENEFIT:

                       VALUES--CURRENT COST OF INSURANCE


<TABLE>
<CAPTION>
                          0.00% HYPOTHETICAL             6.00% HYPOTHETICAL                12.00% HYPOTHETICAL
          PREMIUM      GROSS INVESTMENT RETURN         GROSS INVESTMENT RETURN           GROSS INVESTMENT RETURN
         PAID PLUS   ----------------------------   -----------------------------   ---------------------------------
POLICY   INTEREST     CASH    SURRENDER    DEATH     CASH     SURRENDER    DEATH      CASH      SURRENDER     DEATH
 YEAR      AT 5%     VALUE      VALUE     BENEFIT    VALUE      VALUE     BENEFIT     VALUE       VALUE      BENEFIT
- ------   ---------   ------   ---------   -------   -------   ---------   -------   ---------   ---------   ---------
<S>      <C>         <C>      <C>         <C>       <C>       <C>         <C>       <C>         <C>         <C>
1.....      4,725     3,395          0    150,000     3,624          0    150,000       3,854           0     150,000
2.....      9,686     6,755      1,637    150,000     7,429      2,311    150,000       8,132       3,014     150,000
3.....     14,896    10,031      4,913    150,000    11,375      6,257    150,000      12,833       7,715     150,000
4.....     20,365    13,222      8,104    150,000    15,467     10,349    150,000      18,000      12,882     150,000
5.....     26,109    16,326     11,208    150,000    19,710     14,592    150,000      23,687      18,569     150,000
6.....     32,139    19,340     15,246    150,000    24,111     20,017    150,000      29,952      25,858     150,000
7.....     38,471    22,263     19,192    150,000    28,678     25,607    150,000      36,862      33,791     150,000
8.....     45,120    25,094     22,791    150,000    33,419     31,116    150,000      44,494      42,191     150,000
9.....     52,101    27,835     26,299    150,000    38,349     36,814    150,000      52,939      51,404     150,000
10....     59,431    30,485     29,717    150,000    43,481     42,713    150,000      62,300      61,532     150,000
11....     67,127    33,113     33,113    150,000    48,922     48,922    150,000      72,824      72,824     150,000
12....     75,208    35,625     35,625    150,000    54,585     54,585    150,000      84,528      84,528     150,000
13....     83,694    38,014     38,014    150,000    60,483     60,483    150,000      97,573      97,573     150,000
14....     92,604    40,272     40,272    150,000    66,635     66,635    150,000     112,145     112,145     150,000
15....    101,959    42,393     42,393    150,000    73,063     73,063    150,000     128,467     128,467     150,000
16....    111,782    44,370     44,370    150,000    79,791     79,791    150,000     146,638     146,638     168,633
17....    122,096    46,195     46,195    150,000    86,852     86,852    150,000     166,747     166,747     188,424
18....    132,926    47,863     47,863    150,000    94,285     94,285    150,000     189,015     189,015     209,806
19....    144,297    49,366     49,366    150,000   102,134    102,134    150,000     213,689     213,689     232,921
20....    156,237    50,689     50,689    150,000   110,449    110,449    150,000     241,052     241,052     257,925
   Age
  65..     59,431    30,485     29,717    150,000    43,481     42,713    150,000      62,300      61,532     150,000
   Age
  70..    101,959    42,393     42,393    150,000    73,063     73,063    150,000     128,467     128,467     150,000
   Age
  75..    156,237    50,689     50,689    150,000   110,449    110,449    150,000     241,052     241,052     257,925
   Age
  80..    225,511    54,521     54,521    150,000   162,481    162,481    170,605     432,289     432,289     453,903
   Age
  85..    313,924    50,306     50,306    150,000   229,224    229,224    240,685     749,519     749,519     786,995
</TABLE>


ASSUMPTIONS:

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

     (2) VALUES REFLECT CURRENT COST OF INSURANCE CHARGES.

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

     (4) DEATH BENEFIT REFLECTS CURRENT INTERNAL REVENUE CODE REQUIREMENTS.

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

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

                                       86
<PAGE>   9

                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

        MALE PREFERRED NON-TOBACCO $4,500.00 ANNUAL PREMIUM ISSUE AGE 55

                        $150,000 INITIAL DEATH BENEFIT:

                      VALUES--GUARANTEED COST OF INSURANCE


<TABLE>
<CAPTION>
                          0.00% HYPOTHETICAL             6.00% HYPOTHETICAL               12.00% HYPOTHETICAL
          PREMIUM      GROSS INVESTMENT RETURN        GROSS INVESTMENT RETURN           GROSS INVESTMENT RETURN
         PAID PLUS   ----------------------------   ----------------------------   ---------------------------------
POLICY   INTEREST     CASH    SURRENDER    DEATH     CASH    SURRENDER    DEATH      CASH      SURRENDER     DEATH
 YEAR      AT 5%     VALUE      VALUE     BENEFIT   VALUE      VALUE     BENEFIT     VALUE       VALUE      BENEFIT
- ------   ---------   ------   ---------   -------   ------   ---------   -------   ---------   ---------   ---------
<S>      <C>         <C>      <C>         <C>       <C>      <C>         <C>       <C>         <C>         <C>
1.....      4,725     2,914         0     150,000    3,128         0     150,000       3,343           0     150,000
2.....      9,686     5,725       607     150,000    6,338     1,220     150,000       6,978       1,860     150,000
3.....     14,896     8,399     3,281     150,000    9,600     4,482     150,000      10,907       5,789     150,000
4.....     20,365    10,932     5,814     150,000   12,914     7,796     150,000      15,160      10,042     150,000
5.....     26,109    13,314     8,196     150,000   16,272    11,154     150,000      19,768      14,650     150,000
6.....     32,139    15,532    11,438     150,000   19,667    15,573     150,000      24,766      20,672     150,000
7.....     38,471    17,575    14,505     150,000   23,094    20,023     150,000      30,198      27,127     150,000
8.....     45,120    19,426    17,122     150,000   26,539    24,236     150,000      36,108      33,805     150,000
9.....     52,101    21,060    19,525     150,000   29,989    28,453     150,000      42,550      41,015     150,000
10....     59,431    22,455    21,687     150,000   33,427    32,660     150,000      49,590      48,822     150,000
11....     67,127    23,589    23,589     150,000   36,844    36,844     150,000      57,311      57,311     150,000
12....     75,208    24,444    24,444     150,000   40,233    40,233     150,000      65,823      65,823     150,000
13....     83,694    24,996    24,996     150,000   43,587    43,587     150,000      75,255      75,255     150,000
14....     92,604    25,221    25,221     150,000   46,902    46,902     150,000      85,770      85,770     150,000
15....    101,959    25,084    25,084     150,000   50,165    50,165     150,000      97,563      97,563     150,000
16....    111,782    24,529    24,529     150,000   53,354    53,354     150,000     110,873     110,873     150,000
17....    122,096    23,407    23,407     150,000   56,380    56,380     150,000     125,982     125,982     150,000
18....    132,926    21,775    21,775     150,000   59,317    59,317     150,000     143,211     143,211     158,965
19....    144,297    19,436    19,436     150,000   62,061    62,061     150,000     162,313     162,313     176,921
20....    156,237    16,254    16,254     150,000   64,563    64,563     150,000     183,459     183,459     196,301
   Age
  65..     59,431    22,455    21,687     150,000   33,427    32,660     150,000      49,590      48,822     150,000
   Age
  70..    101,959    25,084    25,084     150,000   50,165    50,165     150,000      97,563      97,563     150,000
   Age
  75..    156,237    16,254    16,254     150,000   64,563    64,563     150,000     183,459     183,459     196,301
   Age
  80..    225,511         0         0           0   72,081    72,081     150,000     326,527     326,527     342,853
   Age
  85..    313,924         0         0           0   61,248    61,248     150,000     553,288     553,288     580,952
</TABLE>


ASSUMPTIONS:

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

     (2) VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES.

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

     (4) DEATH BENEFIT REFLECTS CURRENT INTERNAL REVENUE CODE REQUIREMENTS.

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

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

                                       87


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