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                                                                     Exhibit 4.6

Kemper Investors Life Insurance Company


AMENDMENT TO CONTRACT TO QUALIFY A ROTH INDIVIDUAL RETIREMENT ANNUITY ("ROTH
IRA") UNDER SECTION 408A OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
("CODE")

This Amendment is made a part of this annuity contract. It is issued by Kemper
Investors Life Insurance Company (we, us, ours) to qualify the contract as a
Roth Individual Retirement Annuity ("Roth IRA") under Section 408A of the
Internal Revenue Code of 1986, as amended ("Code"). Notwithstanding any other
specific provisions in the contract to the contrary, the contract is amended to
restrict your rights or the rights of the Annuitant and any beneficiary, and to
limit the contributions, as follows:

1. You may not transfer ownership of the contract, sell the contract, or assign
   or pledge the contract as collateral for a loan or as security for the
   performance of an obligation or for any other purpose, to any person other
   than to us or your former spouse under a divorce decree or under a written
   instrument incident to that divorce.

2. The contract is established for the exclusive benefit of you and your
   beneficiaries.

3. Your interest in the contract is nonforfeitable.

4. Dividends, if applicable, will not be paid in cash but will be applied as
   contributions to the contract.

5. At least once each calendar year, we shall furnish you or your payee a report
   concerning the status of the contract.

6. The contract will accept contributions only as follows:

     A.   Contributions to this contract must be paid in cash and, except in the
          case of a trustee-to-trustee transfer from another Roth IRA, or in the
          case of a qualified rollover contribution, may not exceed the excess
          of your contribution limit for the taxable year over the aggregate
          contributions made during the taxable year to all other Roth IRA's and
          IRA's held by you. Contributions may be made without respect to your
          age.

          The contribution limit for the taxable year is either: (1) the lesser
          of $2,000 or 100% of your compensation for the taxable year; or (2)
          where you file a joint return and receive less compensation for the
          taxable year than your spouse, the lesser of $2,000 or 100% of your
          compensation and your spouse's compensation for the taxable year less
          your spouse's contribution to a Roth IRA or IRA (if any) for the same
          taxable year.

          When your adjusted gross income (AGI) exceeds the applicable dollar
          limit (ADL; see description below), the annual contribution limit is
          reduced by the following amount:

            Annual
            Contribution    X       Your AGI - ADL
                                   -----------------------------------------
            Limit                   $15,000 ($10,000 if the you are married)

          For purposes of this section: AGI does not include any amount included
          in gross income as a result of a rollover of an IRA to a Roth IRA; and
          AGI is reduced by any deduction under section 219 of the Code.

          The ADL is: $150,000 for you filing a joint return; or $95,000 for you
          filing a single return; or $-0 for you as married filing a separate
          return.

     B.   A qualified rollover contribution described in section 408A(e) can be
          made only from: (1) another Roth IRA; or (2) another IRA, which is not
          a Roth IRA, and can be made from in IRA other than a Roth IRA only if
          your AGI for the taxable year of the rollover does not exceed
          $100,000.

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     C.      For purposes of this section, compensation means: wages, salaries,
             professional fees, or other amounts derived from or received for
             personal service actually rendered (including, but not limited to
             commissions paid to salespersons, compensation for services on the
             basis of a percentage of profits, commissions on insurance
             premiums, tips, and bonuses); and includes earned income, as
             defined in section 401(c)(2) (reduced by the deduction the self-
             employed individual takes for contributions made to a self-employed
             retirement plan). For purposes of this definition, section
             401(c)(2) shall be applied as if the term trade or business for
             purposes of section 1402 included service described in subsection
             (c)(6). Compensation does not include amounts derived from or
             received as earnings or profits from property (including, but not
             limited to interest and dividends) or amounts not includible in
             gross income. Compensation also does not include any amount
             received as a pension or annuity or as deferred compensation. The
             term "compensation" shall include any amount includible in your
             gross income under section 71 with respect to a divorce or
             separation instrument described in subparagraph (A) of section
             71(b)(2).

7.   Your entire interest will be distributed in accordance with one of the
     following provisions, as elected:

     A. (1)  Your entire interest will be paid by December 31 following the
             fifth anniversary of your death.

        (2)  If any portion of your interest is payable to a designated
             beneficiary and such beneficiary has not elected 7.A(1) above, then
             the entire interest which is payable to the beneficiary will be
             distributed in substantially equal installments over a period not
             exceeding the life or life expectancy of the designated
             beneficiary, commencing by December 31 following the first
             anniversary of your death. The designated beneficiary may elect at
             any time to receive greater payments if otherwise permitted under
             the terms of the contract.

        (3)  In applying the requirements of 7.A(2) above to any portion of your
             interest which is payable to your surviving spouse, the date on
             which the payments must commence is the later of: (a) December 31
             following the date you would have attained age 70 1/2; or (b)
             December 31 following the first anniversary of your death.

        (4)  If your designated beneficiary is your surviving spouse, your
             spouse may treat the contract as your spouse's own Roth IRA. This
             election will be deemed to have been made: if the surviving spouse
             makes a rollover or other contribution into this contract; or if
             the surviving spouse has failed to satisfy one or more requirements
             described in 7.A(1) or 7.A(2) above. If the surviving spouse dies
             before distributions are required to begin under this section, the
             surviving spouse will be treated as having elected to make the Roth
             IRA his or her own Roth IRA.

     B.      For purposes of this section, life expectancy will be computed by
             use of the return multiples specified in Tables V or VI of section
             1.72-9 of the Income Tax Regulations based on the attained age of
             such beneficiary during the calendar year in which distributions
             are required to commence pursuant to this section. Payments for any
             subsequent calendar year will be based on this life expectancy
             reduced by one for each calendar year which has elapsed since the
             calendar year life expectancy was first calculated. Your designated
             beneficiary who is your surviving spouse may elect, prior to the
             time that payments have begun to him or her, to redetermine life
             expectancy each year based on the beneficiary's attained age in
             each such year.

8.   The contract shall be amended from time to time, if required, to reflect
     any changes in the Code, related regulations, or other federal tax
     requirements.

9    This amendment is effective as of the later of: the date the contract is
     issued; or the date the contract is converted from an IRA to a Roth IRA.

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

/s/ Debra P. Rezabek                              /s/ John B. Scott
     Secretary                                         President

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