SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/ / Definitive proxy statement
/ / Definitive additional materials
/X/ Soliciting material pursuant to Rule 14a-11 or Rule 14a-12
KEMPER CORPORATION
__________________________________________________________________
(Name of Registrant as Specified in Its Charter)
KEMPER CORPORATION
__________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and
0-11.
(1) Title of each class of securities to which transaction applies:
___________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
___________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: 1
___________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
___________________________________________________________________
1 Set forth the amount on which the filing fee is calculated and
state how it was determined.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date of
its filing.
(1) Amount previously paid:
___________________________________________________________________
(2) Form, schedule or registration statement no.:
___________________________________________________________________
(3) Filing party:
___________________________________________________________________
(4) Date filed:
___________________________________________________________________
/X/ Filing fee of $500 was previously paid in two payments on March
24, 1994 and March 28, 1994, the latter date when the Preliminary
Proxy Statement was filed.
PROXY SERVICES WESTERN
51 MERCEDES WAY UNION/MAILGRAM
EDGEWOOD NY 11717
05/05/94
KEMPER CORPORATION
IMPORTANT
---------------
DEAR KEMPER STOCKHOLDER:
THE ANNUAL MEETING IS ONLY A FEW DAYS AWAY. WE NEED YOUR SUPPORT TO
RE-ELECT FOUR OF KEMPER'S DIRECTORS WHO ARE DEDICATED TO PROTECTING
YOUR FINANCIAL INTERESTS.
SINCE TIME IS SHORT, YOUR VOTE IS CRITICALLY IMPORTANT. WE HAVE
ESTABLISHED A METHOD FOR YOU TO VOTE BY TOLL-FREE TELEPHONE. PLEASE
FOLLOW THE SIMPLE STEPS LISTED BELOW.
THANK YOU FOR YOUR SUPPORT,
KEMPER CORPORATION
TOLL-FREE PROXYGRAM OPERATORS
ARE AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. CALL TOLL-FREE 1-800-437-7699 ANYTIME, DAY OR NIGHT.
2. TELL THE OPERATOR THAT YOU WISH TO SEND A COLLECT PROXYGRAM TO ID
NO. 4512, KEMPER CORPORATION.
3. STATE YOUR NAME, ADDRESS AND TELEPHONE NUMBER.
4. STATE THE BANK OR BROKERAGE FIRM AT WHICH YOUR SHARES ARE HELD.
5. STATE THE CONTROL NUMBER THAT APPEARS BELOW YOUR BANK OR
BROKERAGE
FIRM ON THIS MAILGRAM.
BANK BROKER:
CONTROL NO.
NO. OF SHARES:
IF YOU NEED ASSISTANCE IN VOTING, CALL OUR SOLICITOR, GEORGESON &
COMPANY, INC. AT 1-800-223-2064.
KEMPER CORPORATION PROXY
KEMPER CENTER, LONG GROVE, ILLINOIS 60049
THE UNDERSIGNED HEREBY APPOINTS PETER B. HAMILTON, GEORGE D. KENNEDY
AND DAVID B. MATHIS, OR ANY ONE OF THEM, TRUE AND LAWFUL PROXY AND
ATTORNEY IN FACT FOR THE UNDERSIGNED, WITH POWER IN EACH TO APPOINT A
SUBSTITUTE, TO VOTE ALL SHARES OF KEMPER CORPORATION WHICH THE
UNDERSIGNED IS ENTITLED TO VOTE AT THE 1994 ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD IN THE STOCKHOLDERS MEETING ROOM ON THE 57TH
FLOOR OF THE FIRST NATIONAL BANK OF CHICAGO, ONE FIRST NATIONAL PLAZA,
CHICAGO, ILLINOIS, ON MAY 11, 1994 AT 10:30 A.M., AND AT ANY
ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF, AS FOLLOWS:
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS WHICH
RECOMMENDS A VOTE FOR ITEMS 1, 2, 3 AND 4.
1. ELECTION OF DIRECTORS
( ) FOR ALL NOMINEES LISTED ( ) WITHHOLD AUTHORITY
BELOW (EXCEPT AS MARKED TO TO VOTE FOR ALL
NOMINEES
THE CONTRARY BELOW) LISTED BELOW
JOHN T. CHAIN, JR., GEORGE D. KENNEDY, DAVID B. MATHIS AND
KENNETH A RANDALL
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, GIVE THAT NOMINEE'S NAME TO THE OPERATOR.)
......................................................................
2. THE APPROVAL OF THE KEMPER CORPORATION 1993 SENIOR EXECUTIVE
LONG-TERM INCENTIVE PLAN.
( ) FOR ( ) AGAINST ( ) ABSTAIN
3. THE APPROVAL OF THE COMPANY'S PERFORMANCE-BASED COMPENSATION
PROGRAM.
( ) FOR ( ) AGAINST ( ) ABSTAIN
4. THE RATIFICATION OF THE APPOINTMENT OF KPMG PEAT MARWICK AS
INDEPENDENT AUDITORS FOR THE YEAR 1994.
( ) FOR ( ) AGAINST ( ) ABSTAIN
5. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, 3 AND 4.
