0001193125-09-092271 Sample Contracts

Credit Suisse Funds Rule 22c-2 Shareholder Information Agreement
Shareholder Information Agreement • April 29th, 2009 • Kilico Variable Annuity Separate Account • New York

This Shareholder Information Agreement (the “Agreement”) is entered into as of April 16, 2007 by and between (i) Credit Suisse Asset Management Securities, Inc. (“CSAMSI”), on behalf of each of the Credit Suisse Funds, and (ii) the undersigned intermediary (“Intermediary”) with an effective date of October 16, 2007 or such earlier date as mutually agreed upon by the parties.

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PRINCIPAL UNDERWRITER AGREEMENT
Principal Underwriter Agreement • April 29th, 2009 • Kilico Variable Annuity Separate Account • Illinois

THIS AGREEMENT, effective as of the 3rd day of February, 2009, by and between Kemper Investors Life Insurance Company, an Illinois life insurance company (“Insurer”), on its own behalf and on behalf of the Separate Account listed on Exhibit A attached hereto and made a part hereof, as such Exhibit A may be amended from time to time by agreement of the parties hereto (“Separate Account”), and Synergy Investment Group, LLC, a North Carolina limited liability company and a registered broker-dealer (“Principal Underwriter”).

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Rule 22c-2 Agreement
Rule 22c-2 Agreement • April 29th, 2009 • Kilico Variable Annuity Separate Account

This Rule 22c-2 Information Sharing Agreement (the “Agreement”), is entered into by and between Fred Alger & Company, Incorporated (the “Fund Agent”) and the “Financial Intermediary” identified on the execution page of this Agreement.

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Supplemental Agreement
Supplemental Agreement • April 29th, 2009 • Kilico Variable Annuity Separate Account • New York

This Supplemental Agreement is entered into as of April 16, 2007 by and between Dreyfus Service Corporation (“Dreyfus”) on its behalf, and/or on behalf of one or more of the Funds for which it serves as principal underwriter, and the undersigned (the “Intermediary”).

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August 1st, 2008
Indemnification Agreement • April 29th, 2009 • Kilico Variable Annuity Separate Account

Reference is made to an Indemnification Agreement (the “Agreement”), dated June 26, 1998, between Deutsche Investment Management Americas Inc. (formerly Scudder Kemper Investments, Inc.) (“DIMA”) and Kemper Investors Life Insurance Company (“Life Company”) related to KILICO Variable Separate Account-2, KILICO Variable Separate Account and KILICO Variable Annuity Separate Account investing in Portfolios of DWS Variable Series I (the “Fund”), formerly known as Scudder Variable Series I and Scudder Variable Life Investment Fund.

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AIM Funds Intermediary Agreement Regarding Compliance with SEC Rule 22c-2
Kilico Variable Annuity Separate Account • April 29th, 2009 • Texas

This Agreement is made and entered into by and between AIM Investment Services, Inc. (the “Transfer Agent”), a Delaware corporation and the transfer agent for certain management investment companies (each, a “mutual fund”) registered with the U.S. Securities and Exchange Commission (the “SEC”) and regulated under the Investment Company Act of 1940, as amended (the “1940 Act”), and the Intermediary identified below.

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AMENDMENT No. 1 To VARIABLE ANNUITY REINSURANCE CONTRACT By and Between KEMPER INVESTORS LIFE INSURANCE COMPANY (The “Company”) And ZURICH INSURANCE COMPANY (The “Reinsurer”)
Reinsurance Contract • April 29th, 2009 • Kilico Variable Annuity Separate Account

This Amendment No. 1 (the “Amendment No. 1”) to that certain Variable Annuity Reinsurance Contract (the “Contract”) by and between Kemper Investors Life Insurance Company (the “Company”), an Illinois domiciled insurer, on the one hand, and Zurich Insurance Company (the “Reinsurer”) an insurer based in Switzerland, reinsuring certain business written by the Company under policies issued between May 1, 2000 and February 28, 2003, is entered into this fifteenth day of day of December, 2008, or as soon thereafter as the Company has received approval or the Illinois Department of Insurance to execute this Amendment No. 1 (“Effective Date”).

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Kemper Investors Life Insurance Company
Kilico Variable Annuity Separate Account • April 29th, 2009

This letter is intended to amend a letter agreement (the “services agreement”), dated November 5, 1997, as heretofore amended, between Deutsche Investment Management Americas Inc. (formerly, Scudder Kemper Investments, Inc. and Zurich Scudder Investments, Inc.) (hereinafter, the “Adviser”) and Kemper Investors Life Insurance Company (“Life Company”) concerning certain administrative services provided by Life Company with respect to certain series of DWS Variable Series II (formerly, Scudder Variable Series II and Kemper Variable Series).

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Rule 22c-2 Agreement (the “Agreement”)
Rule 22c-2 Agreement • April 29th, 2009 • Kilico Variable Annuity Separate Account • Illinois

THIS AGREEMENT is entered into as of April 16, 2007, by and between DWS Scudder Distributors, Inc. (“Fund Agent”), as principal underwriter for the DWS Funds (the “Funds”), and Kemper Investors Life Insurance Company, an insurance company domiciled in the State of Illinois, (“Intermediary”), with an effective date of October 16, 2007.

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SUPPLEMENT TO PARTICIPATION AGREEMENT DATED AS OF JUNE 26, 1998 (as amended and supplemented from time to time) AMONG DWS VARIABLE SERIES I (formerly Scudder Variable Series I) AND KEMPER INVESTORS LIFE INSURANCE COMPANY (“Company”)
Participation Agreement • April 29th, 2009 • Kilico Variable Annuity Separate Account
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