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                                                                    Exhibit 4(c)

                                                         [LOGO OF ZURICH KEMPER]

Kemper Investors Life Insurance Company
A Stock Life Insurance Company
1 Kemper Drive
Long Grove, Illinois 60049-0001


RIGHT TO CANCEL - FREE LOOK PROVISION - At any time within 10 days of receiving
this Contract you may return it to us or to the representative through whom it
was purchased. All Purchase Payments allocated to the Fixed Account plus the
Separate Account Contract Value plus Market Adjusted Values computed at the end
of the valuation period following Our receipt of this Contract will then be
refunded within 10 days, after deduction of any applicable Purchase Payment
value credit and the interest and investment experience related to any Purchase
Payment value credit.

This Contract is issued pursuant to the terms of the Master Policy number K10002
issued by Kemper Investors Life Insurance Company.

We agree to pay an Annuity to the Payee provided the Annuitant is living and
this Contract is in force on the Annuity Date.

We further agree to pay the death benefit prior to the Annuity Date upon the
death of an Owner when a death benefit is payable. Payment will be made upon Our
receipt of due proof of death and the return of this Contract.

This Contract is not the insurance contract and does not amend, extend or alter
the coverage afforded under the Master Policy. The Contract summarizes the
applicable principal provisions of the Master Policy, which alone constitutes
the entire contract between the Company and the Master Policyholder.

This Contract constitutes evidence of coverage under the Master Policy if We
have received the Owner's application and initial Purchase Payment. The benefits
and provisions described on the following pages are subject in all respects to
the terms and conditions of the Master Policy.

Signed for Kemper Investors Life Insurance Company ("KILIC0") at its home office
in Long Grove, Illinois.



             /s/ Debra P. Rezabek                 /s/ Gale K. Caruso

                Secretary                           President

INDIVIDUAL FLEXIBLE PREMIUM MODIFIED GUARANTEED, FIXED AND VARIABLE DEFERRED
ANNUITY CONTRACT

NON-PARTICIPATING

BENEFITS, PAYMENTS AND VALUES PROVIDED BY THE CONTRACT, WHEN BASED UPON THE
INVESTMENT EXPERIENCE OF THE SUBACCOUNTS, ARE VARIABLE AND ARE NOT GUARANTEED AS
TO DOLLAR AMOUNT. REFER TO THE VARIABLE ACCOUNT AND ANNUITY PERIOD PROVISIONS
FOR A DETERMINATION OF ANY VARIABLE BENEFITS.

BENEFITS, PAYMENTS AND VALUES PROVIDED BY THE CONTRACT, WHEN BASED ON
GUARANTEE PERIOD VALUES, MAY INCREASE OR DECREASE IN ACCORDANCE WITH THE MARKET
VALUE ADJUSTMENT FORMULA STATED IN THE CONTRACT SCHEDULE.

READ YOUR CONTRACT CAREFULLY.

Form No. L-8713



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                                      Index
                                                                      Page

ANNUITY OPTION TABLE                                         Follows Page 16

ANNUITY PERIOD PROVISIONS                                             11-16
     Election of Annuity Option                                          11
     Annuity Options                                                  12-13
     Transfers During the Annuity Period                              14-16

CONTRACT SCHEDULE                                 Follows Table of Contents

DEATH BENEFIT PROVISIONS                                               9-11
     Amount Payable Upon Death                                            9
     Payment Of Death Benefits                                           10

DEFINITIONS                                                             1-2

ENDORSEMENTS, if any                              Follows Annuity Option Table

FIXED ACCOUNT PROVISIONS                                                  5
     Fixed Account Contract Value                                         5

GENERAL PROVISIONS                                                        3
     The Contract                                                         3
     Incontestibility                                                     3
     Assignment                                                           3
     Reports                                                              3
     Premium Taxes                                                        4

GUARANTEE PERIOD PROVISIONS                                             5-6
     Guarantee Period Value                                               6

MARKET VALUE ADJUSTMENT PROVISION                                         6

OWNERSHIP PROVISIONS                                                      4
     Owner of Contract                                                    4
     Change of Ownership                                                  4
     Beneficiary                                                          4

PURCHASE PAYMENT PROVISIONS                                               5

TRANSFER AND WITHDRAWAL PROVISIONS                                      8-9
Transfers During the Accumulation Period                                  8
Withdrawals During the Accumulation Period                                8
Withdrawal Charges                                                        8
Transfer and Withdrawal Procedures                                        9
Deferment of Withdrawal or Transfer                                       9


VARIABLE ACCOUNT PROVISIONS                                             6-7
Separate Account                                                          6
Liabilities of Separate Account                                           6
Separate Account Contract Value                                           6
Subaccounts                                                               6
Fund                                                                      7
Rights Reserved by the Company                                            7
Accumulation Unit Value                                                   7
Investment Experience Factor                                              7
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DEFINITIONS         ACCUMULATED GUARANTEE PERIOD VALUE - The sum of the
                    Guarantee Period Values.

                    ACCUMULATED PERIOD - The period between the Issue Date and
                    the Annuity Date.

                    ACCUMULATION UNIT - An accounting unit of measure used to
                    calculate the value of each Subaccount. Each Subaccount will
                    have an Accumulation Unit for each combination of charges.

                    ADMINISTRATION CHARGE - A charge deducted in the calculation
                    of the Accumulation Unit Value and the Annuity Unit Value
                    for a portion of Our administrative costs.

                    AGE - The attained Age.

                    ANNIVERSARY VALUE - The Contract Value calculated on each
                    Contract Anniversary during the Accumulation Period.

                    ANNUITANT - The person during whose lifetime the Annuity is
                    to be paid. Joint Annuitants may be named under Non-
                    qualified Contracts and any reference to Annuitant shall
                    include joint Annuitants.

                    ANNUITY - A series of payments paid in accordance with this
                    Contract which begins on the Annuity Date.

                    ANNUITY DATE - The date on which this Contract matures
                    and Annuity payments begin. The original Annuity Date is
                    stated in the Contract Schedule. It must be at least two
                    years from the Issue Date and no later than the maximum Age
                    at annuitization as stated in the Contract Schedule.
                    The Annuity Date can be changed, but not beyond the maximum
                    age.

                    ANNUITY PERIOD - The period that starts on the Annuity Date.

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

                    CONTRACT - An individual Contract which We issue to You as
                    evidence of the rights and benefits under the Master Policy.

                    CONTRACT ANNIVERSARY - An anniversary of the Issue Date

                    CONTRACT OWNER, OR OWNER - See "You, Your, Yours" below

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

                    CONTRACT YEAR - A one year period starting on the Issue Date
                    and successive Contract Anniversaries.

                    DEBT - The principal of any outstanding loan plus any
                    accrued interest. Loans are available under certain
                    Qualified Plans.

                    FIXED ACCOUNT - The General Account of KILICO to which an
                    Owner may allocate all or a portion of Purchase Payments or
                    Contract Value.

                    FIXED ACCOUNT CONTRACT VALUE - The Fixed Account Contract
                    Value is the value of amounts allocated under the Contract
                    to the Fixed Account.

                    FIXED ANNUITY - An Annuity payment plan that does not vary
                    as to dollar amount with investment experience.

                    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, the non-unitized separate account or
                    any other separate account.

                                                                          Page 1
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                                                                          Page 2


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

                         GUARANTEE PERIOD VALUE - The (1) Purchase Payment
                         allocated or amount transferred to a Guarantee Period;
                         plus (2) interest credited; minus (3) withdrawals,
                         previously assessed withdrawal charges and transfers;
                         adjusted for (4) any applicable Market Value Adjustment
                         previously made.

                         ISSUE DATE - The Issue Date stated in the Contract
                         Schedule.

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

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

                         MORTALITY AND EXPENSE RISK CHARGE - A charge deducted
                         in the calculation of the Accumulation Unit value and
                         the Annuity Unit value. It is for Our assumption of
                         mortality risks and expense guarantees. This charge is
                         shown in the Contract Schedule.

                         NONQUALIFIED - This Contract Issued other than as a
                         Qualified Plan.

                         PAYEE - A recipient of periodic payments under the
                         Contract.

                         PURCHASE PAYMENTS - The dollar amount We receive in
                         U.S. currency to buy the benefits this Contract
                         provides.

                         QUALIFIED PLAN - A Contract issued under a retirement
                         plan which qualifies for favorable income tax treatment
                         under Section 401, 403, 408, 408A, or 457 of the
                         Internal Revenue Code is amended.

                         If this Contract is issued under a Qualified Plan
                         additional provisions may apply. The rider or amendment
                         to this Contract used to qualify it under the
                         applicable section of the Internal Revenue Code will
                         indicate the extent of change in the provisions.

                         RECORDS MAINTENANCE CHARGE - A charge assessed against
                         Your Contract as specified in the Contract
                         Schedule.

                         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 Annuity Separate Account.

                         SEPARATE ACCOUNT CONTRACT VALUE - The sum of the
                         Subaccount Values of this Contract on a Valuation
                         Date.

                         SUBACCOUNTS - The subdivisions of the Separate Account,
                         the assets of which consist solely of shares of the
                         corresponding portfolio.

                         SUBACCOUNT VALUE - The value of your interest in each
                         Subaccount.

                         VALUATION DATE - Each business day that applicable law
                         requires that We value the assets of the Separate
                         Account. Currently this is each day that the New York
                         Stock Exchange is open for trading.

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







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DEFINITIONS (continued)       VARIABLE ANNUITY - An Annuity payment plan which
                              varies as to dollar amount because of Subaccount
                              investment experience.

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

                              YOU, YOUR, YOURS - The party(s) named as Owner
                              unless later changed as provided in this Contract.
                              Under a Nonqualified Contract when more than one
                              person is named as Owner, the terms "You," "Your,"
                              "Yours," means joint Owners. The Owner may be
                              changed during the lifetime of the Owner and prior
                              to the Annuity Date. The Owner, prior to
                              distribution of any death benefit, has the
                              exclusive right to exercise every option and right
                              conferred by this Contract.

GENERAL PROVISIONS

The Entire Contract           The Master Policy, Master Policy Application, any
                              written application attached to the Contract, and
                              any endorsements and riders constitute the entire
                              contract between the parties.


Modification of Contract      Only Our president, secretary and assistant
                              secretaries have the power to approve a change or
                              waive any provisions of the Master Policy or this
                              Contract. Any such modifications must be in
                              writing. No agent or person other than the
                              officers named has the authority to change or
                              waive the provisions of the Master Policy or this
                              Contract.

                              Upon notice to You, this Contract may be modified
                              by Us as is necessary to comply with any law or
                              regulation issued by a governmental agency to
                              which We or the Separate Account is subject or as
                              is necessary to assure continued qualification of
                              this Contract under the Internal Revenue Code or
                              other laws relating to retirement plans or
                              Annuities or as otherwise may be in Your best
                              interest. In the event of a modification. We may
                              make appropriate endorsement to this Contract and
                              We will obtain all required regulatory approvals.

Contracts                     We will issue an individual Contract to each Owner
                              as evidence of his or her rights and benefits
                              under the Master Policy.

Incontestability              We cannot contest this Contract after it had been
                              in force for two years from the Issue Date.

Change of Annuity Date        You may write to Us prior to distribution of a
                              death benefit or the first Annuity payment date
                              and request a change or the Annuity Date. The new
                              Annuity Date must not be earlier than two years
                              from the Issue Date or beyond the maximum Annuity
                              Date as stated in the Contract Schedule.

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

Due Proof of Death            We must receive written proof of death of the
                              Owner when a death benefit is payable. The proof
                              may be a certified death certificate, the written
                              statement of a physician, or any other proof
                              satisfactory to Us.

Reserves, Contract Values     All reserves are equal to or greater than those
and Death Benefits            required by statute. Any available Contract
                              Value and death benefit are not less than the
                              minimum benefits required by the statutes of the
                              state in which the Contract is delivered.

Non-Participating             The Contract does not pay dividends. It will
                              not share in Our surplus or earnings.

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

                                                                          Page 3
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                                                                          Page 4
GENERAL PROVISIONS (continued)

Premium Taxes              We will make a deduction for state or local premium
                           taxes in certain situations. On any Contract subject
                           to premium tax, the tax will be deducted from: (a)
                           the Contract Value upon total withdrawal; (b) from
                           the total Contract Value applied to an Annuity option
                           at the time Annuity payments start.

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


OWNER, BENEFICIARY AND ANNUITANT PROVISIONS

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

Change of Ownership        Prior to the Annuity Date, You may change the
                           Contract Owner by written request at any time while
                           the Owner is alive. You must furnish information
                           sufficient to clearly identify the new Owner to Us.
                           The change is subject to any existing assignment of
                           this Contract. When We record the effective date of
                           the change, it will be the date the notice was signed
                           except for action taken by Us prior to receiving the
                           request. Any change is subject to the payment of any
                           proceeds. We may require You to return this Contract
                           to Us for endorsement of a change.

Beneficiary Designation    A beneficiary must be designated initially. You may
and Change of Beneficiary  change the beneficiary if You send Us written notice
                           in a form acceptable to Us. Changes are subject to
                           the following conditions:

                           1.  The change must be filed while You are alive and
                               prior to the Annuity Date;

                           2.  This Contract must be in force at the time You
                               file a change;

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

                           4.  After We receive the change, it will take effect
                               on the date the written notice was signed.
                               However, any action taken by Us before the change
                               form was received will remain in effect; and

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

                           6.  Surviving joint Owners are the beneficiaries of
                               any death benefit resulting from the death of a
                               joint Owner. The designation of a beneficiary
                               other than the Owners shall be void.

                           We may require You to return this Contract for
                           endorsement of a change.

Death of Beneficiary       The interest of a beneficiary who dies before the
                           distribution of the death benefit will pass to the
                           other beneficiaries, if any, share and share alike,
                           unless otherwise provided in the beneficiary
                           designation. If no beneficiary survives or is named,
                           the distribution will be made to Your estate when You
                           die. If a beneficiary dies within ten days of the
                           date of Your death, the death benefit will be paid as
                           if You had survived the beneficiary.


















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Annuitant          The Annuitant is shown in the Contract Schedule. Prior to
                   the Annuity Date, an Annuitant may be replaced or added
                   unless the Owner is a non-natural person. At all times there
                   must be at least one Annuitant. If the Annuitant dies, the
                   youngest Owner will become the new Annuitant unless a new
                   Annuitant is otherwise named. Upon the death of an Annuitant
                   prior to the Annuity Date, a Death Benefit is not paid unless
                   the Owner is a non-natural person.

PURCHASE PAYMENT PROVISIONS

Purchase Payment   The minimum and maximum initial and subsequent Purchase
Limitations        Payment limits are shown in the Contract Schedule.

                   The minimum initial allocation or transfer to a Guarantee
                   Period, Fixed Account, or to a Subaccount is shown in the
                   Contract Schedule.

Place of Payment   All Purchase Payments under this Contract must be paid to Us
                   at Our home office or such other location as We may select.
                   We will notify You and any other interested parties in
                   writing of such other locations. Purchase Payments received
                   by an agent will not be considered received by Us.

FIXED ACCOUNT PROVISIONS

Fixed Account      The Fixed Account Contract Value includes:
Contract Value
                   1. Your Purchase Payments allocated to the Fixed Account;
                      plus
                   2. amounts transferred from a Subaccount or Guarantee Period
                      to the Fixed Account at Your request; plus
                   3. interest credited; minus
                   4. withdrawals, previously assessed withdrawal charges and
                      transfers from the Fixed Account, minus
                   5. any applicable portion of the Records Maintenance Charge.

                   In determining the amount of interest credited, the interest
                   rate will be adjusted for the cost of any riders listed in
                   Your Contract Schedule but never below the minimum
                   guaranteed interest rate stated in the Contract Schedule.

                   The initial Fixed Account interest rate credited to the
                   initial Purchase Payment is in effect through the end of the
                   interest rate period and is shown in the Contract
                   Schedule. At the beginning of each subsequent interest rate
                   period shown in the Contract Schedule, We will declare the
                   Fixed Account interest rate applicable to the initial
                   Purchase Payment for each such subsequent interest rate
                   period.

                   We will declare the Fixed Account interest rate with respect
                   to each subsequent Purchase Payment or transfer received. Any
                   such Purchase Payment or transfer We receive will be credited
                   that rate through the end of the interest rate period shown
                   in the Contract Schedule. At the beginning of each
                   subsequent interest rate period, We will declare the Fixed
                   Account interest rate applicable to each subsequent Purchase
                   Payment or transfer for such interest rate period.

                   We reserve the right to declare the Fixed Account current
                   interest rate(s) based upon the Issue Date, the date We
                   receive a Purchase Payment and or the date of account
                   transfer.

                   Adding, deleting or modifying a rider will result in a change
                   to the interest rate we credit to the Fixed Account but never
                   below the minimum guaranteed interest rate stated in the
                   Contract Schedule.

                   We calculate the interest credited to the Fixed Account by
                   compounding daily, at daily interest rates, rates that would
                   produce at the end of the Contract Year a result identical
                   to the one produced by applying an annual interest rate.

                   The minimum guaranteed Fixed Account interest rate is shown
                   in the Contract Schedule.

                                                                          Page 5
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GUARANTEE PERIOD PROVISIONS

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

Guarantee Period Value   On any Valuation Date, the Guarantee Period Value
                         includes:

                         1.   Your Purchase Payments allocated to the Guarantee
                              Period; plus

                         2.   amounts transferred to the Guarantee Period at
                              Your request; plus

                         3.   interest credited; minus

                         4.   withdrawals, previously assessed withdrawal
                              charges and transfers from the Guarantee Period;
                              minus

                         5.   any applicable portion of the Records Maintenance
                              Charge; adjusted for

                         6.   any applicable Market Value Adjustment previously
                              made.

                         In determining the amount of interest credited, the
                         interest rate will be adjusted for the cost of any
                         riders listed in your Contract Schedule.

                         The Guarantee Period(s) initially elected and the
                         interest rate(s) initially credited are shown in the
                         Contract Schedule. The initial interest rate
                         credited to subsequent Purchase Payments or transfers
                         will be declared at the time the payment is received.
                         At the end of a Guarantee Period, We will declare a
                         guaranteed interest rate applicable for the next
                         subsequent Guarantee Period.

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

                         Adding, deleting or modifying a rider will result in a
                         change to the interest rate we credit to the Guarantee
                         Period.

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

                         1. taken as a total or partial withdrawal;

                         2. applied to purchase an Annuity option; or

                         3. transferred to another Guarantee Period, the Fixed
                            Account or a Subaccount.

                         However, a Market Value Adjustment will not be applied
                         to any Guarantee Period Value transaction effected
                         within 30 days after the end of the applicable
                         Guarantee Period.

VARIABLE ACCOUNT PROVISIONS

Separate Account         The variable benefits under this Contract are provided
                         through KILICO Variable Annuity 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 has been allocated for this
                         Contract and may be allocated for certain other Master
                         Policies and Contracts.

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

Subaccounts              The Separate Account consists of multiple Subaccounts.
                         We may from time to time, combine or remove Subaccounts
                         in the Separate Account and establish additional
                         Subaccounts of the Separate Account. In such event, We
                         may permit You to select other Subaccounts under the
                         Contract. However, the right to select any other
                         Subaccount is limited by the terms and conditions We
                         may impose on such transactions.


























<PAGE>

VARIABLE ACCOUNT PROVISIONS (continued)

Fund                     Each Subaccount of the Separate Account will buy shares
                         of a Fund or a separate series of a Fund. Each Fund is
                         registered under the Investment Company Act of 1940 as
                         an open-end diversified management investment company.
                         Each series of a Fund represents a separate investment
                         portfolio which corresponds to one of the Subaccounts
                         of the Separate Account.

                         If We establish additional Subaccounts, each new
                         Subaccount will invest in a new series of a Fund or in
                         shares of another investment company. We may also
                         substitute other investment companies.

Rights Reserved by       We reserve the right, subject to compliance with the
the Company              current law or as it may be changed in the future:

                         1.  To operate the Separate Account in any form
                             permitted under the Investment Company Act of 1940
                             or in any other form permitted by law;

                         2.  To take any action necessary to comply with or
                             obtain and continue any exemptions from the
                             Investment Company Act of 1940 or to comply with
                             any other applicable law;

                         3.  To transfer any assets in any Subaccount to another
                             Subaccount or to one or more Separate Accounts, or
                             the General Account, or to add, combine or remove
                             Subaccounts in the Separate Account;

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

                         5.  To change the way We assess charges, but not to
                             increase the aggregate amount above that currently
                             charged to the Separate Account and the Funds in
                             connection with this Contract.

                         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
                         combination of charges. When Purchase Payments or other
                         amounts are allocated to a Subaccount, a number of
                         units are purchased based on the relevent Accumulation
                         Unit value of the Subaccount at the end of the
                         Valuation Period during which the allocation is made.
                         When amounts are transferred out of or deducted from a
                         Subaccount, units are redeemed in a similar manner.

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

                         An Accumulation Unit value for each subsequent
                         Valuation Period is the relevent investment experience
                         factor for that period multiplied by the Accumulation
                         Unit value for the period immediately preceding. Each
                         Valuation Period has a single Accumulation Unit Value
                         that is applied to each day in a valuation period. The
                         number of Accumulation Units will not change as a
                         result of investment experience; however, adding,
                         deleting or modifying a rider for this Contract will
                         result in a change in the number of accumulation units.

Investment Experience    Each Subaccount has an investment experience factor for
Factor                   each combination of charges.

                         The investment experience factor of a Subaccount for a
                         combination of charges for a Valuation Period is
                         determined by dividing 1. by 2. and subtracting 3. from
                         the result, where:

                         1.  is the net result of:

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

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

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

                         2.  is the net asset value per share of the investment
                             held in the Subaccount, determined at the end of
                             the last Valuation Period;

                         3.  is the factor representing the sum of the Separate
                             Account charges currently applicable for the number
                             of days in the number of days in the Valuation
                             Period.

                                                                          Page 7
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                                                                          Page 8

TRANSFER AND WITHDRAWAL PROVISION

Transfers During the     Transfers may be made among the Subaccounts, Guarantee
Accumulation Period      Periods and the Fixed Account subject to the following
                         conditions:

                         1. The minimum amount which may be transferred is $100
                            or, if smaller, the remaining value in the Fixed
                            Account or a Subaccount or Guarantee Period.

                         2. No partial transfer will be made if the remaining
                            Contract Value of the Fixed Account or any
                            Subaccount or Guarantee Period will be less than
                            $500 unless the transfer will eliminate Your
                            interest in such account.

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

                         4. There will be a 15 calendar day waiting period
                            between transfers for any transfer in excess of 12
                            in a Contract Year.

                         5. We reserve the right to assess a $10.00 charge for
                            each transfer in excess of 12 in a Contract Year.

                         6. Any transfer from a Guarantee Period is subject to a
                            Market Value Adjustment unless the transfer is
                            effective within thirty days after the end of the
                            applicable Guarantee Period.

                         Any transfer request must clearly specify:

                         1. the amount which is to be transferred; and
                         2. the names of the accounts which are affected.

                         For the Fixed Account and Guarantee Period Accounts, We
                         will transfer Purchase Payments and all related
                         accumulation received in a given Contract Year, in
                         the chronological order We receive them.

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

Withdrawals During the
Accumulation Period      During the Accumulation Period, You may withdraw all or
                         part of the Contract Value reduced by any withdrawal
                         charge, applicable premium taxes, and adjusted by any
                         applicable Market Value Adjustment. The Market Value
                         Adjustment formula will be applied to the applicable
                         portion of the total value withdrawn unless such
                         withdrawal is effective within thirty days after the
                         end of the applicable Guarantee Period. We must receive
                         a written request that indicates the amount of the
                         withdrawal from the Fixed Account and each Subaccount
                         and Guarantee Period. You must return the Contract
                         to Us if You elect a total withdrawal.

                         Withdrawals are subject to these conditions:

                         1. Each withdrawal must be a least $100 or the value
                            that remains in the Fixed Account, Subaccount or
                            Guarantee Period if smaller.

                         2. A minimum of $1,000 must remain in the account after
                            You make a withdrawal unless the account is
                            eliminated by such withdrawal.

                         3. Withdrawal from the Subaccounts will reduce the
                            amounts in each Subaccount on a proportional basis,
                            unless You direct Us otherwise.

Withdrawal Charges       Withdrawal charges are shown in the Contract Schedule.
                         Withdrawal charges will be charged against Purchase
                         Payments in the chronological order We received them.
                         Any amount withdrawn that is not subject to a
                         withdrawal charge will be considered a "partial free
                         withdrawal".

                         In the event of a partial withdrawal, a "partial free
                         withdrawal" is applied against Purchase Payments and
                         all related accumulations in the chronological order We
                         received such Purchase Payments even though the
                         Purchase Payments are no longer subject to a withdrawal
                         charge.

<PAGE>

TRANSFER AND WITHDRAWAL PROVISIONS (continued)

Transfer and Withdrawal      We will withdraw or transfer from the Fixed Account
Procedures                   or Guarantee Periods as of the Valuation Date that
                             follows the date We receive Your written or
                             telephone transfer request. To process a
                             withdrawal, the request must contain all required
                             information.

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

Deferment of Withdrawal      If the withdrawal or transfer is to be made from a
or Transfer                  Subaccount, We may suspend the right of withdrawal
                             or transfer or delay payment more than seven
                             calendar days:

                             1.  during any period when the New York Stock
                                 Exchange is closed other than customary weekend
                                 and holiday closings;

                             2.  when 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 Accumulation Unit value is
                                 not practical; or

                             3.  for such other periods as the Securities and
                                 Exchange Commission by order may permit for
                                 protection of Owners.

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

DEATH BENEFIT PROVISIONS

Amount Payable               Upon Your Death we will pay the greater of 1), 2),
Upon Death                   or 3), less Debt. We compute the Contract Value,
                             1), at the end of the Valuation Preiod following
                             our receipt of due proof of death and the return of
                             this Contract. We compute both 2) and 3) as of
                             Your date of death.

                             1.  the Contract Value,

                             2.  the total amount of Purchase Payments less
                                 withdrawals and withdrawl charges, accumulated
                                 at 5.00% per annum to the earlier of Your 85th
                                 birthday or date of death, increased by
                                 Purchase Payments made from Your 85th birthday
                                 to the date of death and decreased by any
                                 adjustments for withdrawals and withdrawal
                                 charges from Your 85th birthday to the date of
                                 death, or

                             3.  the greatest Anniversary Value immediately
                                 preceding the earlier of Your 86th birthday or
                                 date of death, increased by Purchase Payments
                                 made since the date of the greatest Anniversary
                                 Value, and decreased by any adjustments for
                                 withdrawals and withdrawal charges since that
                                 date.

                             An adjustment for withdrawal is the sum of any
                             amount available as a dollar for dollar reduction,
                             and a proportionate reduction. The maximum dollar
                             for dollar reduction is 5% of the Dollar for
                             Dollar Base, less any prior dollar for dollar
                             withdrawals in the certificate year. The Dollar for
                             Dollar Base is total premiums less withdrawals
                             assessed a withdrawal charge and less any
                             withdrawal charges. A proportionate reduction is
                             applicable when the withdrawal and any withdrawal
                             charges exceed the maximum dollar for dollar
                             reduction. The proportionate reduction is the
                             amount in (2) and/or (3), reduced by any dollar for
                             dollar reduction, multiplied by (a) divided by (b),
                             where:

                             (a) is the withdrawal plus any withdrawal charges
                                 reduced by any dollar for dollar reduction, and

                             (b) is the Contract Value, adjusted by any Market
                                 Value Adjustment, reduced by any dollar for
                                 dollar reduction .

                                                                          Page 9


























<PAGE>

                                                                         Page 10

DEATH BENEFIT PROVISIONS (continued)

Payment of Death              A death benefit will be paid to the designated
Benefits During the           beneficiary upon the death of the Owner, or a
Accumulation Period           joint Owner, during the Accumulation Period. If
                              the Contract Owner is a non-natural person, the
                              death of an Annuitant will be considered as the
                              death of a Owner for the purposes of this death
                              benefit provision.

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

                              The entire interest in this Contract must be
                              distributed within five years from the date of
                              death unless it is applied under an Annuity Option
                              or the spouse continues th s Contract as
                              described below.

                              The beneficiary may elect to have the death
                              benefit distributed as stated in Annuity Period
                              Provisions Option 1 for a period not to exceed the
                              beneficiary's life expectancy; or Options 2 or 3
                              as described in the Annuity Period Provisions of
                              this Contract, based on the life expectancy of
                              the beneficiary as prescribed by federal
                              regulations unless You have restricted the right
                              to make such an election. The beneficiary must
                              make this choice within sixty days of the time We
                              receive due proof of death, and distribution must
                              commence within one year of the date of death.

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

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

Spousal Continuation          If this Contract was issued as a Nonqualified
                              Plan or an Individual Retirement Annuity ("IRA")
                              and Your spouse is the primary beneficiary when
                              you die, Your surviving spouse may elect to be the
                              successor Owner of this Contract. This is known
                              as a Spousal Continuation. In such a case, no
                              death benefit will be payable upon your death.

                              Upon Your death, Your surviving spouse may
                              continue this contract under one of the following
                              options thereby waiving claim to the death benefit
                              otherwise payable. Electing to continue this
                              policy under the Spousal Continuation provision of
                              this Contract will affect how the expenses and
                              benefits under this Contract and applicable
                              endorsements are calculated or determined.

                              Any existing riders previously issued under this
                              Contract, will continue in force but the benefits
                              and coverage under the riders will be modified as
                              result of the Spousal Continuation as described in
                              the rider. However, the surviving spouse may elect
                              to discontinue a rider during the thirty day
                              period following continuance.

                              Continuation Option 1

                              If a Spousal continuation is elected under this
                              option, the surviving spouse will continue this
                              Contract at its current value subject to the
                              following:

                              A.  All rights, benefits, and charges of this
                                  Contract will be remain in-force.

                              B.  Surrender charges will continue to apply to
                                  this Contract Value and to all future
                                  Purchase Payments according to the Withdrawal
                                  Charge Table on Contract Schedule.

                              C.  Upon the death of your surviving spouse,
                                  following the date of continuance and prior to
                                  the Annuity Date, a death benefit will be paid
                                  and calculated as if s/he had been the Owner
                                  of this Contract from the Issue Date.

                              D.  This Contract may not be continued under a
                                  subsequent Spousal Continuation.

                              E.  A death benefit must be paid as outlined in
                                  this Contract upon the death of Your
                                  surviving spouse following the date of
                                  continuance.
<PAGE>

DEATH BENEFIT PROVISIONS (continued)

                    Continuation Option 2

                    If a Spousal Continuation is elected under this option, this
                    Contract Value will be adjusted to equal the amount
                    otherwise payable as a death benefit under this Contract
                    subject to the following:

                              A.   This Contract Value will be adjusted to
                                   equal the amount of the death benefit. If
                                   the death benefit otherwise payable exceeds
                                   this Contract Value one day prior to the
                                   date of continuance, such excess will be
                                   credited to the money market Subaccount
                                   listed in the Contract Schedule. This
                                   amount may subsequently be transferred from
                                   the money market Subaccount to other options
                                   under the Contract.

                              B.   Upon the death of Your surviving spouse,
                                   before the Annuity Date, the amount of the
                                   death benefit payable will be determined as
                                   if: (1) this Contract was issued on the
                                   date of continuance; and (2) this Contract
                                   Value applied on the date of continuance
                                   resulted from our receipt of an initial
                                   purchase payment.

                              C.   Withdrawal charges will not apply to
                                   withdrawals made from this Contract Value
                                   credited on the date of continuance.
                                   Surrender charges will apply to purchase
                                   payments and related accumulations made after
                                   the date of continuance.

                              D.   This Contract may not be continued under a
                                   subsequent Spousal Continuation. A death
                                   benefit must be paid as outlined in this
                                   Contract upon the death of Your surviving
                                   spouse following the date of continuance.


ANNUITY PERIOD PROVISIONS

Annuity Options               You may annuitize this Contract under one of
                              the following Annuity options:


Option 1                      We will make monthly payments for a fixed number
Fixed Installment Annuity     of installments. Payments must be made for at
                              least 5 years, but not more than 30 years.

Option 2                      We will make monthly payments while the Annuitant
Life Annuity                  is alive.

Option 3                      We will make monthly payments for a guaranteed
Life Annuity with             period and thereafter while the Annuitant is
Installments Guaranteed       alive. The guaranteed period must be selected at
                              the time the Annuity option is chosen. The
                              guaranteed periods available are 5, 10, 15 and 20
                              years.

Option 4                      We will pay the full monthly income while both
Joint and                     Annuitant(s) are alive. Upon the death of either
Survivor Annuity              Annuitant, We will continue to pay a percentage of
                              the original monthly payment. The percentage
                              payable must be selected at the time the Annuity
                              option is chosen. The percentages available are
                              50%, 66 2/3% 75% and 100%.


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

Election of Annuity           We must receive an election of an Annuity option
Option                        in writing. You may make an election on or before
                              the Annuity Date provided the Annuitant is alive.
                              The beneficiary may make an election when We pay
                              the death benefit unless You have restricted the
                              beneficiary's right to make such an election.

                              A subsequent change of beneficiary, or an
                              assignment of this Contract will revoke an
                              election unless the assignment provider otherwise.

                                                                         Page 11
<PAGE>

                                                                         Page 12

ANNUITY PERIOD PROVISIONS (continued)


                              Upon election of an Annuity option, We agree to
                              pay the Payee on the payment due dates as stated
                              in specifications page of the supplementary
                              agreement. An option cannot be changed after the
                              first Annuity payment is made. If the total
                              Contract Value is applied under one of the Annuity
                              options, this Contract must be surrendered to Us.

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


Annuitization Charge          A withdrawal charge shall be applied as shown in
                              the Contract Schedule after application of any
                              applicable Market Value Adjustment. The
                              annuitization charge is waived when the Owner
                              elects an Annuity option which provides either an
                              income benefit period of ten years or more or a
                              benefit under which payment is contingent on the
                              life of the Annuitant(s).


Electing a Fixed or Variable  If, on the seventh calendar day before the first
Annuity Option                Annuity payment due date, all the Contract
                              Value is allocated to the Fixed Account or
                              Guarantee Periods, the Annuity will be paid as a
                              Fixed Annuity. If all of the Contract Value on
                              such date is allocated to the Separate Account,
                              the Annuity will be paid as a Variable Annuity.

                              If the Contract Value on such date is allocated
                              to a combination of the Fixed Account, Guarantee
                              Periods and Subaccounts, then the Annuity will be
                              paid as a combination of a Fixed and a Variable
                              Annuity. A Fixed and Variable Annuity payment will
                              reflect the investment performance of the
                              Subaccounts in accordance with the allocation of
                              the Contract Values existing on such date.
                              Allocations will not be changed thereafter, except
                              as provided in the Transfers During The Annuity
                              Period provision of the Contract.

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

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

Fixed Annuity                 The Fixed Account Contract Value plus the
                              Accumulated Guarantee Period Values adjusted for
                              any applicable Market Value Adjustment, on the
                              first day preceding the date on which the first
                              Annuity payment is due, is first reduced by any
                              annuitization charge, charges for other benefits,
                              Records Maintenance Charge, and premium taxes that
                              apply. The value that remains will be used to
                              determine the Fixed Annuity monthly payment in
                              accordance with the Annuity option selected.

Variable Annuity              The Separate Account Contract Value, at the end
                              of the Valuation Period preceding the Valuation
                              Period that includes the date on which the first
                              Annuity payment is due, is first reduced by any
                              annuitization charge, Records Maintenance Charge,
                              charges for other benefits, and premium taxes that
                              apply. The value that remains is used to determine
                              the first monthly Annuity payment. The first
                              monthly Annuity payment is based on the guaranteed
                              Annuity option shown in the Annuity Option Table.
                              You may elect any option available.
<PAGE>

ANNUITY PERIOD PROVISION (continued)

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

                     At the time of Annuitization the Owner may elect a
                     guaranteed minimum option, which guarantees that the
                     installments will never go below the initial installment.
                     An additional charge will be applied as stated in the
                     Contract Schedule.

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

                     a.   is the amount of the monthly payment that can be
                          attributed to that Subaccount; and
                     b.   is the Annuity Unit Value for that Subaccount at the
                          end of the Valuation Period.
                          The Valuation Period includes the date in which the
                          payment is made.

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

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

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

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

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

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

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

                     c.   is the interest factor of .99993235 per calendar day
                          of such subsequent Valuation Period to offset the
                          effect of the assumed rate of 2.50% per year used in
                          the Annuity Option Table. A different interest rate
                          factor will be used if an assumed rate other than
                          2.50% is used in the Annuity Option Table.

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

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

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

                                                                         Page 13


<PAGE>

                                                                         Page 14

ANNUITY PERIOD PROVISIONS (continued)

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

                              The amount of each payment for purposes of
                              determining the present value of any variable
                              installments will be determined by applying the
                              Annuity Unit Value next determined following Our
                              receipt of due proof of death.

Transfers During the          During the Annuity Period, You may: convert Fixed
Annuity Period                Annuity payments to Variable Annuity payments;
                              convert Variable Annuity payments to Fixed Annuity
                              payments; or, have Variable Annuity payments
                              reflect the investment experience of other
                              Subaccounts. A transfer may be made, subject to
                              the following:

                              1.  You must send Us a written notice in a form
                                  satisfactory to Us.
                              2.  Transfers to a Subaccount are prohibited
                                  during the first year of the Annuity Period;
                                  subsequent transfers are limited to one per
                                  year.
                              3.  All interest in a Subaccount must be
                                  transferred.
                              4.  If We receive notice of transfer to a
                                  Subaccount more than seven (7) days before an
                                  Annuity payment date, the transfer is
                                  effective during the Valuation Period after
                                  date We receive the notice.
                              5.  If We receive notice of transfer to a
                                  Subaccount less than seven (7) days before an
                                  Annuity payment date, the transfer is
                                  effective at the end of the Valuation Date
                                  after the Annuity payment date.
                              6.  Transfers to the Fixed Account are available
                                  only on an anniversary of the first Annuity
                                  Date. We must receive notice at least thirty
                                  (30) days prior to the anniversary.

Transfers Between             When a transfer is made between Subaccounts, the
Subaccounts                   number of Annuity Units per payments attributable
                              to a Subaccount to which transfer is made is equal
                              to a. multiplied by b. divided by c., where:

                              a.  is the number of Annuity Units per payment
                                  in the Subaccount from which transfer is being
                                  made;
                              b.  is the Annuity Unit Value for the Subaccount
                                  from which the transfer is being made;
                              c.  is the Annuity Unit Value for the Subaccount
                                  to which transfer is being made.

Transfer From The             When a transfer is made from the Fixed Account to
Fixed Account                 a Subaccount, the number of Annuity Units per
                              payment attributable to a Subaccount to which
                              transfer is made is equal to a. divided by b. then
                              divided by c. where:

                              a.  is the Fixed Account Annuity value being
                                  transferred;
                              b.  is the Annuity Unit Value for the Subaccount
                                  to which transfer is being made; and
                              c.  is the present value of $1.00 per payment
                                  period using the Age(s) of the Annuitant(s)
                                  and any remaining payments that may be due at
                                  the time of the transfer.

                              The Fixed Account Annuity value equals the present
                              value of the remaining Fixed Annuity payments
                              using the same interest and mortality basis used
                              to calculate the Fixed Annuity payments.
<PAGE>


ANNUITY PERIOD PROVISIONS (continued)

Transfers to the              The amount of money allocated to the Fixed Account
Fixed Account                 in case of a transfer from a Subaccount equals the
                              Annuity reserve for Your interest in such
                              Subaccount. The Annuity reserve is the product of
                              a. multiplied by b. multiplied by c. where:

                              a.  is the number of Annuity Units representing
                                  the Annuitant's interest in such Subaccount
                                  per Annuity payment;

                              b.  is the Annuity Unit Value for such Subaccount;
                                  and

                              c.  is the present value of $1.00 per payment
                                  period using the attained Age(s) of
                                  Annuitant(s) and any remaining payments that
                                  may be due at the time of the transfer.

                              Money allocated to the Fixed Account upon such
                              transfer will be applied under the same Annuity
                              option as originally elected.

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

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

Payment of Death Benefits     If an Annuitant dies after the Annuity Date, the
During The Annuity Period     death benefit, if any, will depend on the Annuity
                              Option in effect.


Commutability                 For annuitizations under the Fixed and Variable
                              Annuity options. You may elect partial lump sum
                              payments during the annuity period.

                              Lump sum payments are available only during the
                              period certain applicable under the payout option
                              You elected; for example, lump sum payments can
                              be elected only during the 5, 10, 15, 20, or 25
                              years certain period that applies to the payout.

                              Lump sum payments are available once in each
                              calendar year and may not be elected until one
                              year after annuitization has started.

                              You may elect to receive a partial lump sum
                              payment of the present value of the remaining
                              payments in the period certain subject to the
                              restrictions described below. If a partial lump
                              sum payment is elected, the remaining payments in
                              the period certain will be reduced based on the
                              ratio of the amount of the partial withdrawal to
                              the amount of the present value of the remaining
                              installments in the period certain prior to the
                              withdrawal. If the Annuitant is still living after
                              the period certain is over, the Payee will begin
                              receiving the original annuitization payment
                              amount again.

                              Each time that a partial lump sum payment is made,
                              we will determine the percentage that the payment
                              represents of the present value of the remaining
                              installments in the period certain. For Non-
                              Qualified Contracts, the sum of these percentages
                              over the life of the Contract cannot exceed 75%.
                              For Contracts issued under a Qualified Plan,
                              partial lump sum payments of up to 100% of the
                              present value of the remaining installments in the
                              period certain may be made.

                              In determining the amount of the lump sum payment
                              that is available, the present value of the
                              remaining installments in the period certain will
                              be calculated based on the applicable interest
                              rate plus an interest rate adjustment factor. The
                              applicable interest rate is the rate used to
                              determine the initial payment. The interest rate
                              adjustment is equal to the following:

                                                                         Page 15
<PAGE>

                                                                         Page 16

<TABLE>
ANNUITY PERIOD PROVISIONS (continued)
<S>                           <C>
                              Number of years remaining                                          Interest Rate
                              in the period certain                                                 Adjustment

                              15 or more years   .............................................           1.00%
                              10-14 years        .............................................           1.50%
                              less than 10 years .............................................           2.00%


                              The amount of each payment for purposes of determining the present value of any
                              variable installments will be the payment next scheduled after the request for
                              commutation is received.

                              The terms for the commutability of an Annuity option under any Contract rider are
                              specified in the rider.


Disbursement Upon Death       When the Annuitant dies, we will automatically continue any unpaid installments
of Annuitant: Under Options   for the remainder of the elected period under Option 1 or Option 3 to the
1 or 3                        Beneficiary. However, if the Beneficiary so elects, We will pay a commuted value
                              of the remaining payments. In determining the commuted value, the present value
                              of the remaining payments in the period certain will be calculated based on the
                              applicable interest rate plus an interest rate adjustment factor. The interest rate
                              adjustment factor is equal to the following:

                              Number of years remaining                                          Interest Rate
                              in the period certain                                                 Adjustment

                              15 or more years   .............................................           1.00%
                              10-14 years        .............................................           1.50%
                              less than 10 years .............................................           2.00%

                              The amount of each payment for purposes of determining the present value of any
                              variable instalments will be determined by applying the Annuity Unit Value next
                              determined following Our receipt of due proof of death.


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

Date of First Payment         Interest, under an option, will start to accrue on the effective date of the supplementary
                              agreement. The supplementary agreement will provide details on the payments to be made.

Evidence of Age, Sex          We may require satisfactory evidence of the Age, sex and the continued survival
and Survival                  of any person on whose life the income is based.

Misstatement of Age           If the Age or sex of the Annuitant has been misstated, the amount payable
or Sex                        under the Contract will be such as the Purchase Payments sent to Us would have
                              purchased at the correct Age or sex. Interest not to exceed 6% compounded each
                              year will be charged to any overpayment or credited to any underpayment against
                              future payments We may make under the Contract.
</TABLE>
<PAGE>

GROUP FLEXIBLE PREMIUM MODIFIED GUARANTEED, FIXED AND VARIABLE DEFERRED ANNUITY
CONTRACT

NON-PARTICIPATING

BENEFITS, PAYMENTS AND VALUES PROVIDED BY THE CONTRACT, WHEN BASED UPON THE
INVESTMENT EXPERIENCE OF THE SUBACCOUNTS, ARE VARIABLE AND ARE NOT GUARANTEED AS
TO DOLLAR AMOUNT. REFER TO THE VARIABLE ACCOUNT AND ANNUITY PERIOD PROVISIONS
FOR A DETERMINATION OF ANY VARIABLE BENEFITS.

BENEFITS, PAYMENTS AND VALUES PROVIDED BY THE CONTRACT, WHEN BASED ON
GUARANTEE PERIOD VALUES, MAY INCREASE OR DECREASE IN ACCORDANCE WITH THE MARKET
VALUE ADJUSTMENT FORMULA STATED IN THE CONTRACT SCHEDULE.

READ YOUR CONTRACT CAREFULLY

Kemper Investors Life Insurance Company
A Stock Life Insurance Company
1 Kemper Drive, Long Grove, Illinois 60049-0001