Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 4, 2021, the Board of Directors (the "Board") of Kemper Corporation (the "Company") adopted amended and restated bylaws of the Company (the bylaws, as so amended and restated, the "Amended and Restated Bylaws"), effective immediately. The Amended and Restated Bylaws, among other things:



•Eliminate the default date for the annual meeting of stockholders;
•Clarify that the Board may postpone, reschedule or cancel any annual or special
meeting of stockholders;
•Permit the Chairman of the Board or the Chief Executive Officer to designate
inspectors of elections;
•Clarify the powers of the chair of stockholder meetings;
•Enhance procedural mechanics in connection with stockholder nominations of
directors and submission of stockholder proposals (other than proposals to be
included in the Company's proxy statement pursuant to Rule 14a-8 under the
Securities Exchange Act of 1934, as amended) at stockholder meetings;
•Change the window for stockholder nominations and proposals with respect to an
annual meeting from 60 to 90 days prior to the first anniversary of the
preceding annual meeting to 90 to 120 days prior to the first anniversary of the
preceding annual meeting;
•Provide procedures for stockholder nominations at special meetings of
stockholders where directors are to be elected pursuant to the Company's notice
of meeting;
•Provide for the selection of a Lead Director by and from the independent
directors if the Chairman of the Board is not an independent director;
•Permit the calling of special meetings of the Board by the Lead Director (or
the Chairman of the Board, Chief Executive Officer or President) and on shorter
than one day's notice if the person(s) calling the meeting deem necessary or
appropriate under the circumstances; and
•Permit the Chief Executive Officer to remove any assistant officer appointed by
the Chief Executive Officer.

The foregoing summary of the Amended and Restated Bylaws does not purport to be
complete and is qualified in its entirety by reference to the complete text of
the Amended and Restated Bylaws, which are attached hereto as Exhibit 3.1 and
are incorporated herein by reference.
Section 9. - Financial Statements and Exhibits.
Item 9.01.     Financial Statements and Exhibits.


(d) Exhibits
Exhibit Number         Exhibit Description
  3.1                    Kemper Corporation Amended and Restated Bylaws, effective August 4, 2021
104                    Cover Page Interactive Data File (the cover page XBRL tags are embedded
                       within the Inline XBRL document).

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