0000860748-13-000049 Sample Contracts

Kemper Corporation 2011 Omnibus Equity Plan NON-EMPLOYEE DIRECTOR NON-QUALIFIED STOCK OPTION AND SAR AGREEMENT
Non-Qualified Stock Option and Sar Agreement • May 2nd, 2013 • KEMPER Corp • Fire, marine & casualty insurance • New York

This NON-QUALIFIED STOCK OPTION AND SAR AGREEMENT (the “Agreement”) is made as of this ______ day of _________ (“Grant Date”), between KEMPER CORPORATION, a Delaware corporation (the “Company”), and ________________ (the “Option Holder”) for an award consisting of the right and option (the “Option”) to purchase on the terms and conditions hereinafter set forth, all or any part (subject to the limitations of Section 3) of an aggregate of ________________ shares of the Common Stock of the Company at the purchase price of $______ per share.

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SEPARATION AGREEMENT
Separation Agreement • May 2nd, 2013 • KEMPER Corp • Fire, marine & casualty insurance • Illinois

This Separation Agreement (“Agreement”) is made between Dennis R. Vigneau (“Employee”) and Kemper Corporate Services, Inc., for itself and on behalf of all of its affiliates (collectively, “Employer”), on the date last written below.

Kemper Corporation 2011 Omnibus Equity Plan NON-EMPLOYEE DIRECTOR DEFERRED STOCK UNIT AWARD AGREEMENT
Deferred Stock Unit Award Agreement • May 2nd, 2013 • KEMPER Corp • Fire, marine & casualty insurance • New York

This DEFERRED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made as of this ______ day of _________ (“Grant Date”), between KEMPER CORPORATION, a Delaware corporation (the “Company”), and ________________ (the “Award Holder”) for an award consisting of the grant of an aggregate of ________________ deferred stock units (the “Deferred Stock Units”), each Deferred Stock Unit representing the right to receive one share of the Common Stock of the Company (“Common Stock”) on the terms and conditions hereinafter set forth.

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