IL ANNUITY & INSURANCE CO SEPARATE ACCOUNT 1
497, 1996-10-18
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                      SUPPLEMENT DATED OCTOBER 18, 1996 TO
                          PROSPECTUS DATED MAY 1, 1996

                IL ANNUITY AND INSURANCE CO. SEPARATE ACCOUNT I
                           VISIONARY VARIABLE ANNUITY

         This supplement is intended to be used with the prospectus dated May
1, 1996.  This supplement, together with the prospectus and any supplements
previously furnished to you, constitute a current prospectus for the Visionary
Variable Annuity.

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

         The following definitions replace the definitions of "Eligible
Variable Account" and "Maturity Benefit" on pages 3 and 4 of the Prospectus.

                 ELIGIBLE PREMIUM PAYMENT -- That part of a Premium Payment
                 that the Owner initially allocated to a particular Eligible
                 Variable Account at the time of payment, provided payment was
                 made at least ten (10) years prior to the Maturity Benefit
                 Date. (See "Maturity Benefit.")

                 ELIGIBLE VARIABLE ACCOUNT --  Currently all Variable Accounts
                 except the Van Eck Gold and Natural Resources Variable
                 Account.  (See "Maturity Benefit.")

                 MATURITY BENEFIT --  If the Contract is in the accumulation
                 phase on the Maturity Benefit Date, the Maturity Benefit for a
                 particular Eligible Variable Account is equal to: (a) the sum
                 of the Eligible Premium Payments for that particular Eligible
                 Variable Account; MINUS (b) a percentage of any transfer or
                 withdrawal from that Eligible Variable Account; and MINUS (c)
                 the value of that Eligible Variable Account on the Maturity
                 Benefit Date.  (See "Maturity Benefit.")

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

         The following sentence replaces the second sentence in the section
entitled "Transfers" on page 11 of the Prospectus:

                 If the Owner transfers Contract Value from an Eligible
         Variable Account, the transfer will reduce the amount of the Eligible
         Premium Payments on which the Maturity Benefit is based.

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

         The following replaces the section on pages 12 and 13 of the
Prospectus entitled "Maturity Benefit":

                 If the Contract is in the accumulation phase on the Maturity
         Benefit Date, IL Annuity will calculate the Maturity Benefit for each
         Eligible Variable Account in which the Owner has value as of that
         date.  The Maturity Benefit
<PAGE>   2
         will be credited to the Contract Value of an Eligible Variable Account
         only if the value of the Eligible Variable Account on the Maturity
         Benefit Date is less than: (a) the sum of the Eligible Premium
         Payments for such Eligible Variable Account, MINUS (b) a percentage of
         all prior withdrawals and transfers from such Eligible Variable
         Account.

                 Eligible Premium Payments are those Premium Payments that
         initially were allocated to a particular Eligible Variable Account at
         the time of payment, provided the payment was made at least ten (10)
         years prior to the Maturity Benefit Date.

                 On the Maturity Benefit Date, the Maturity Benefit to be
         credited to each Eligible Variable Account is equal to:  (a) the sum
         of the Eligible Premium Payments for that particular Eligible Variable
         Account; MINUS (b) a percentage of all prior withdrawals and transfers
         from that Eligible Variable Account; MINUS (c) the value of that
         Eligible Variable Account as of the Maturity Benefit Date.

                 The Maturity Benefit Date is the later of the Annuitant's age
         70 and 10 years after the Date of Issue.  If the Contract is owned by
         Joint Owners who are spouses at the time one Joint Owner dies, the
         Maturity Benefit Date will become the date the surviving spouse
         attains age 70.  If the Contract is owned by Joint Owners who are not
         spouses and one of them dies before the Maturity Benefit Date, the
         Maturity Benefit is not available to the sole surviving Owner.  The
         Eligible Variable Accounts currently include all Variable Accounts
         except the Van Eck Gold and Natural Resources Variable Account.

                 The Maturity Benefit will not be credited to Contract Value if
         the Owner chooses an Annuity Commencement Date that is earlier than
         the Maturity Benefit Date.

                 Transfers and withdrawals from an Eligible Variable Account
         will reduce the amount of the Eligible Premium Payments on which the
         Maturity Benefit is based.  (See "Maturity Benefit.")

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

         The second full paragraph on page 21 of the Prospectus is replaced
with the following paragraph:

                 The Company will continue to pay a Maturity Benefit on Premium
         Payments allocated to an Eligible Variable Account if: (a) the
         Portfolio underlying an Eligible Variable Account changes its
         investment objective; (b) the Company determines that an investment in
         the Portfolio underlying an Eligible Variable Account is no longer
         appropriate in light of the purposes of the Separate Account; or (c)
         shares of a Portfolio underlying an Eligible





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<PAGE>   3
         Variable Account are no longer available for investment by the
         Separate Account and IL Annuity is forced to redeem all shares of the
         Portfolio held by the Eligible Variable Account.

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

         The second full paragraph in the section on page 24 of the Prospectus
entitled "TRANSFER PRIVILEGES" is replaced with the following paragraph:

                 If the Owner transfers Contract Value from an Eligible
         Variable Account, the transfer will reduce the amount of the Eligible
         Premium Payments on which the Maturity Benefit is based.  (See
         "Maturity Benefit.")

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

         The following sentence is added at the end of section on page 25 of
the Prospectus entitled "Dollar-Cost Averaging":

                 Dollar-Cost Averaging from an Eligible Variable Account will
         reduce the amount of the Eligible Premium Payments on which the
         Maturity Benefit is based.  (See "Maturity Benefit.")

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

         The following sentence is added at the end of section on page 25 of
the Prospectus entitled "Automatic Account Balancing Service":

                 Automatic Account Balancing from an Eligible Variable Account
         will reduce the amount of the Eligible Premium Payments on which the
         Maturity Benefit is based.  (See "Maturity Benefit.")

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

         The third full paragraph in the section on page 26 of the Prospectus
entitled "Partial Withdrawals" is replaced with the following paragraph:

                 If the Owner withdraws Contract Value from an Eligible
         Variable Account, the withdrawal will reduce the amount of the
         Eligible Premium Payments on which the Maturity Benefit is based.
         (See "Maturity Benefit.")

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





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<PAGE>   4
         The following replaces the section on pages 29 and 30 of the
Prospectus entitled "Maturity Benefit":

                 If the Contract is in the accumulation phase on the Maturity
         Benefit Date, IL Annuity will calculate the Maturity Benefit for each
         Eligible Variable Account in which the Owner has value.  The Maturity
         Benefit will be credited to the Contract Value of an Eligible Variable
         Account only if the value of the Eligible Variable Account on the
         Maturity Benefit Date is less than: (a) the sum of the Eligible
         Premium Payments for such Eligible Variable Account, MINUS (b) a
         percentage of all prior withdrawals and transfers from the Eligible
         Variable Account.

                 Eligible Premium Payments are those Premium Payments that
         initially were allocated to a particular Eligible Variable Account at
         the time of payment, provided the payment was made at least ten (10)
         years prior to the Maturity Benefit Date.

                 The Maturity Benefit to be credited to each Eligible Variable
         Account on the Maturity Benefit Date is equal to:  (a) the sum of the
         Eligible Premium Payments for that particular Eligible Variable
         Account; MINUS (b) a percentage of all prior withdrawals and transfers
         from that Eligible Variable Account; MINUS (c) the value of that
         Eligible Variable Account on the Maturity Benefit Date.

                 The Maturity Benefit Date is the later of the Annuitant's age
         70 and 10 years after the Date of Issue.  If the Contract is owned by
         Joint Owners who are spouses at the time one Joint Owner dies, the
         Maturity Benefit Date will become the date the surviving spouse
         attains age 70.  If the Contract is owned by Joint Owners who are not
         spouses and one of the Joint Owners dies before the Maturity Benefit
         Date, the Maturity Benefit is not available to the sole surviving
         Owner.  Eligible Variable Accounts are those Variable Accounts shown
         on the specifications page of the Contract which invest in Funds
         which, in turn, invest primarily in stocks, equity securities, bonds
         or money market instruments.  Currently, all Variable Accounts, except
         the Van Eck Gold and Natural Resources Variable Account, are Eligible
         Variable Accounts.

                 The Maturity Benefit will not be credited to Contract Value if
         the Owner chooses an Annuity Commencement Date that is earlier than
         the Maturity Benefit Date.

                 A TRANSFER OR A PARTIAL WITHDRAWAL OF PREMIUM PAYMENTS OUT OF
         AN ELIGIBLE VARIABLE ACCOUNT WILL REDUCE THE AMOUNT OF ELIGIBLE
         PREMIUM PAYMENTS HELD IN THE ELIGIBLE VARIABLE ACCOUNT IN THE SAME
         PROPORTION AS THE TRANSFER OR WITHDRAWAL REDUCED THE VALUE OF THE
         ELIGIBLE VARIABLE ACCOUNT.  EXAMPLES #3, 4 AND 6 BELOW ILLUSTRATE HOW
         THIS FEATURE OF THE MATURITY BENEFIT WORKS.





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<PAGE>   5
                 For purposes of calculating the value of an Eligible Variable
         Account, the Company deems all transfers and withdrawals to be first a
         withdrawal of Premium Payments, then of earnings.  Transfers out of an
         Eligible Variable Account include transfers resulting from Dollar Cost
         Averaging or Automatic Account Balancing; withdrawals out of an
         Eligible Variable Account include withdrawals resulting from the
         Systematic Withdrawal Payments.

         The following examples illustrate how the Maturity Benefit works:

         Example #1:

                 Suppose an Owner buys a Contract with a single Premium Payment
         of $50,000 at age 55 and immediately allocates the $50,000 to an
         Eligible Variable Account.  The Owner does not withdraw or transfer
         any amounts from the Eligible Variable Account.  As of the Maturity
         Benefit Date (which is fifteen years later when the Owner is age 70),
         the $50,000 qualifies as an Eligible Premium Payment because it was
         made fifteen years prior to the Maturity Benefit Date and so it meets
         the requirement that payment be made ten years prior to the Maturity
         Benefit Date.

                 On the Maturity Benefit Date (Owner's age 70), IL Annuity will
         calculate the Maturity Benefit for the Eligible Variable Account.  IL
         Annuity will total the value of all Eligible Premium Payments in the
         Eligible Variable Account -- in this case $50,000.  If the value of
         the Eligible Variable Account on the Maturity Benefit Date is less
         than $50,000, IL Annuity will automatically credit the difference to
         Contract Value.

         Example #2:

                 Assume the same facts as in Example #1, except that the Owner
         specifies an Annuity Commencement Date of age 65 and begins to receive
         payments under one of the payout options available under the Contract.
         At age 70 (the Maturity Benefit Date), IL Annuity does not calculate
         the Maturity Benefit and does not credit a Maturity Benefit to
         Contract Value.  By selecting an Annuity Commencement Date (age 65)
         that is earlier than the Maturity Benefit Date (age 70), the Owner
         forfeited all eligibility for the Maturity Benefit.

         Example #3:

                 Assume the same facts as in Example #1, except that the Owner
         transfers $40,000 from the Eligible Variable Account at age 69.  At
         that time, the total value of the Eligible Variable Account is
         $100,000. The transfer of $40,000 reduced the value of the Eligible
         Variable Account by 40% ($40,000/$100,000 = .40).  No additional
         transfers or withdrawals are made prior to the Maturity Benefit Date.
         On the Maturity Benefit Date, the sum of





                                     - 5 -
<PAGE>   6
         the Eligible Premium Payments is $50,000 and is reduced by 40% to take
         into account the transfer at age 69 ($50,000 X .40 = $20,000), leaving
         $30,000 ($50,000 - $20,000 = $30,000).  If on the Maturity Benefit
         Date the value of the Eligible Variable Account is less than $30,000,
         IL Annuity will automatically credit the difference to Contract Value.

         Example #4:

                 Assume the same facts as in Example #1, except that at age 65
         the Owner deposits (or transfers) an additional $50,000 Premium
         Payment into the Eligible Variable Account.  At age 69, when the value
         of the Eligible Variable Account is $150,000, the Owner withdraws
         $40,000.  The withdrawal reduced the value of the Eligible Variable
         Account by 26.667% ($40,000/$150,000 = .26667).  No additional
         transfers or withdrawals are made before the Maturity Benefit Date.
         On the Maturity Benefit Date, the sum of Eligible Premium Payments is
         $50,000.  (The second Premium Payment of $50,000 does not qualify as
         an Eligible Premium Payment because it was made only five years prior
         to the Maturity Benefit Date and does not meet the requirement that
         payment be made ten years prior to the Maturity Benefit Date.)  This
         sum is then reduced by 26.667% to take into account the transfer at
         age 69 ($50,000 X .26667 = $13,333.33), leaving $36,666.67 ($50,000 -
         $13,333.33 = $36,666.67).  If on the Maturity Benefit Date the value
         of the Eligible Variable Account is less than $36,666.67, IL Annuity
         will automatically credit the difference to Contract Value.

         Example #5:

                 Assume the Owner deposits Premium Payments of $5,000 per year
         into the same Eligible Variable Account beginning at age 55 until the
         Maturity Benefit Date.  By age 70, the Owner had paid $75,000 in
         Premium Payments and had taken no withdrawals or transfers.  The sum
         of the Eligible Premium Payments on the Maturity Benefit Date (age 70)
         is $25,000 because only the five Premium Payments made prior to age 60
         ($5,000 X 5 = $25,000) meet the requirement that payment be made ten
         years prior to the Maturity Benefit Date.  If on the Maturity Benefit
         Date the value of the Eligible Variable Account is less than $25,000,
         IL Annuity will automatically credit the difference to Contract Value.

         Example #6:

                 Assume the same facts as in Example #5, except that the Owner
         transfers $10,000 out of the Eligible Variable Account at age 68 when
         the value of the Eligible Variable Account is $100,000.  The transfer
         reduced the value of the Eligible Variable Account by 10%
         ($10,000/$100,000 = .10).  The next year, the Owner withdraws $9,000
         when the value of the Eligible Variable Account is $90,000.  The
         withdrawal reduced the value of the Eligible Variable





                                     - 6 -
<PAGE>   7
         Account by 10% ($9,000/$90,000 = .10).  No additional transfers or
         withdrawals are made prior to the Maturity Benefit Date.  On the
         Maturity Benefit Date the sum of the Eligible Premium Payments
         ($25,000) is reduced by 20% to take into account both the 10% transfer
         at age 68 and the 10% withdrawal at age 69 ($25,000 x .20 = $5,000),
         leaving $20,000 ($25,000 - $5,000 = $20,000).  If on the Maturity
         Benefit Date the value of the Eligible Variable Account is less than
         $20,000, IL Annuity will automatically credit the difference to
         Contract Value.

         Example #7:

                 Spousal Joint Owners:  If the Contract is owned by Joint
         Owners who are spouses at the time one of the Joint Owners dies, the
         surviving spouse may continue the Contract.  The Maturity Benefit Date
         will become the date the surviving spouse attains age 70.  On that
         date, IL Annuity will calculate the Maturity Benefit for each Eligible
         Variable Account with value.

         Example #8:

                 If the Contract is owned by Joint Owners who are not spouses
         and one of the Joint Owners dies, the Maturity Benefit is not
         available to the sole surviving Owner.

         The Company will continue to pay a Maturity Benefit on Premium
Payments allocated to an Eligible Variable Account if: (a) the Portfolio
underlying an Eligible Variable Account changes its investment objective; (b)
the Company determines that an investment in the Portfolio underlying an
Eligible Variable Account is no longer appropriate in light of the purposes of
the Separate Account; or (c) shares of a Portfolio underlying an Eligible
Variable Account are no longer available for investment by the Separate Account
and IL Annuity is forced to redeem all shares of the Portfolio held by the
Eligible Variable Account.





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