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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
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                                  SCHEDULE 14A
                                 (RULE 14A-101)
                    INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION
                PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
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/ /      Filed by the Registrant
X      Filed by a Party other than the Registrant
Check the appropriate box:
/ /      Preliminary Proxy Statement
/ /      Definitive Proxy Statement
X      Definitive Additional Materials
/ /      Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
 
                               KEMPER CORPORATION
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                (Name of Registrant as Specified In Its Charter)
                      GENERAL ELECTRIC CAPITAL CORPORATION
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                   (Name of Person(s) Filing Proxy Statement)
 
PAYMENT OF FILING FEE (Check the appropriate box):
/ /      $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(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: *
 
                 4)      Proposed maximum aggregate value of transaction:
 
* 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 on March 24, 1994, the date the
       Preliminary Proxy        Statement was filed.
 
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                                                                   April 4, 1994

 
DEAR KEMPER SHAREHOLDER:
 

      On March 2, 1994, GE Capital proposed to the management and Board of your
company an offer to pay $55 per share in cash for 100% of Kemper's outstanding
common stock -- a $2.2 billion transaction that would represent a premium of
almost 40% over the market price of Kemper's common stock on January 26, when we
first approached Kemper and expressed our interest. The reason why we can afford
to propose $55 per share for a stock that has traded in the $30s for much of the
past 18 months is because GE Capital's financial resources, management and long
record of success in financial services will strengthen the Kemper franchise.

 

      Based on publicly available information, our $55 proposal represents a
full and fair price for Kemper and IS NOT SUBJECT TO ANY FINANCING CONDITION. AS
IMPORTANT, WE BELIEVE WE CAN REACH A DEFINITIVE AGREEMENT IN THE SHORTEST
POSSIBLE TIME IF ALLOWED TO DO SO.

 

      WHILE MANY KEMPER SHAREHOLDERS HAVE EXPRESSED THEIR FAVORABLE INTEREST IN
THIS PROPOSAL AND MADE CLEAR THEIR AMAZEMENT AND DISAPPOINTMENT AT MANAGEMENT
AND THE BOARD'S OUTRIGHT REFUSAL TO NEGOTIATE WITH US, THE KEMPER BOARD HAS
DEVOTED ITSELF TO ENRICHING MANAGEMENT. ON MARCH 17, 1994, THE SAME DAY IT
REJECTED OUR PROPOSAL, THE BOARD GRANTED 13 KEMPER EXECUTIVES LUCRATIVE
COMPENSATION PACKAGES KNOWN AS "GOLDEN PARACHUTES" THAT, BASED ON OUR ESTIMATES,
WOULD PAY IN EXCESS OF $25 MILLION UNDER CERTAIN CIRCUMSTANCES FOLLOWING A
CHANGE OF CONTROL. MR. MATHIS, KEMPER'S CHIEF EXECUTIVE, ALONE MIGHT RECEIVE AS
MUCH AS $7 MILLION IN ADDITIONAL COMPENSATION AS A RESULT OF THIS ACTION. THE
COST OF SUCH LUCRATIVE ARRANGEMENTS, MOST OF WHICH MAY WELL BE NON-DEDUCTIBLE,
WILL BE BORNE BY YOU -- THE KEMPER SHAREHOLDERS.

 

      WE ARE SEEKING YOUR VOTE TO ELECT FOUR DIRECTORS COMMITTED TO A SALE OF
KEMPER. PLEASE MARK, SIGN, DATE AND MAIL THE ENCLOSED BLUE PROXY CARD TODAY.



                  FULL AND FAIR VALUE FOR KEMPER SHAREHOLDERS

 

      Instead of proceeding in a professional and constructive manner on behalf
of shareholders as we had urged, Kemper's management and Board have "stone-
walled." They claim that it is not in "the shareholders interest," your
interest, to sell Kemper even at a large premium.

 

      We believe the Board should submit to you -- Kemper shareholders -- the
decision as to whether our proposal represents fair value for your shares.

 

      How can a proposed offer at a price higher than Kemper has ever sold for,
a premium of 40% over the market price of the stock on January 26, when we first
approached Kemper and expressed our interest, be characterized as "low-ball" by
a management that refuses to negotiate with us and demonstrate that a still
higher offer is warranted?

 

      More to the point, ABSENT OUR PROPOSAL, CAN KEMPER SHAREHOLDERS ACHIEVE
COMPARABLE OR SUPERIOR VALUE FOR THEIR SHARES IN A TIMELY FASHION? Management
and the Board offer only their "conviction" and "confidence" that they can
"realize tremendous upside potential" at some unspecified time. Words. But they
have shown shareholders no plan, no timetable, no criteria, no measures of
management and no alternative. All they offer you and us is "no" and a record
that includes the following:

 
     . An asset management business that has lagged the industry's growth.
 
     . Insurance operations that are hobbled by the poor quality of their
       real estate assets and the low ratings of the group.
 
     . Holding company cash flows that are effectively drained by the need
       to bail out the insurance operations' real estate assets as they
       progressively sour.
 
     . An underperforming company competing in asset management and
       insurance industries that are consolidating and leave no room for
       weak performers.
 

     . A stock that has underperformed the S&P 500 as well as indices of
       stocks of diversified financial services companies and full line
       insurance companies as indicated in Kemper's proxy statement.

 

     . A management that puts itself ahead of its shareholders.

 
      The management of Kemper has told you that it desires to remain
independent -- MANAGEMENT HAS TOLD US THAT KEMPER IS NOT FOR SALE AT ANY PRICE.


                    YOU ARE THE OWNERS. THE CHOICE IS YOURS:
                       ACT NOW TO PROTECT YOUR INTERESTS

 

      SO, NOW WE BRING THE QUESTION TO YOU, THE ULTIMATE DECISION MAKERS. WHAT
DO YOU SAY? DO YOU WANT TO REALIZE FULL CASH VALUE NOW? OR DO YOU PREFER TO RISK
WAITING FOR THIS UNDERPERFORMING MANAGEMENT TO TRY AND ACHIEVE SOME HIGHLY
SPECULATIVE FUTURE VALUE?

 

      WE ARE PREPARED TO RESPECT AND ABIDE BY THE EXPRESSED WILL OF KEMPER
SHAREHOLDERS. IS MANAGEMENT?

 

      REMEMBER -- THIS IS THE SAME MANAGEMENT THAT DIDN'T EVEN PUT THE SELF
ADOPTED "GOLDEN PARACHUTES" TO A VOTE OF SHAREHOLDERS.

 

      With Kemper's annual meeting now set for May 11, 1994, we are seeking your
vote to elect our four Class II nominees as the Class II directors of Kemper.
VOTING FOR OUR CLASS II NOMINEES WILL SEND A CLEAR MESSAGE TO THE BOARD THAT YOU
ARE THE BEST JUDGE OF YOUR OWN INTERESTS IN THIS MATTER. NOT TO VOTE AT ALL IS,
IN OUR VIEW, TO SAY THAT YOU APPROVE OF THE INCUMBENT DIRECTORS' ACTIONS.

 

      WE STRONGLY URGE YOU TO MARK, SIGN, DATE AND MAIL THE ENCLOSED BLUE PROXY
CARD TO VOTE FOR OUR CLASS II NOMINEES. A VOTE FOR OUR CLASS II NOMINEES WILL
PROVIDE YOU -- AS THE OWNERS OF KEMPER -- WITH REPRESENTATIVES ON THE KEMPER
BOARD WHO ARE COMMITTED TO A SALE OR MERGER OF KEMPER FOR A PRICE OF AT LEAST
$55 PER KEMPER COMMON SHARE.

 
                                          Sincerely,
                                          GENERAL ELECTRIC CAPITAL
                                          CORPORATION
 
                                          Gary C. Wendt
                                          President and Chief Executive Officer

                                   IMPORTANT
 

The enclosed Proxy Statement details the background of our proposal. Please read
it carefully. IF, LIKE US, YOU BELIEVE THAT YOU SHOULD HAVE THE OPPORTUNITY TO
DECIDE THE FUTURE OF YOUR COMPANY AND REALIZE FULL VALUE FOR YOUR KEMPER SHARES
NOW, WE URGE YOU TO MARK, SIGN, DATE AND MAIL THE ENCLOSED BLUE PROXY CARD
TODAY. IF YOU HAVE ALREADY RETURNED A PROXY CARD TO KEMPER, YOU CAN CHANGE YOUR
VOTE BY COMPLETING THE BLUE PROXY CARD NOW. ONLY YOUR LATEST DATED PROXY CARD
FOR THE MEETING WILL COUNT.

 

    IF YOU NEED ADDITIONAL INFORMATION OR ASSISTANCE IN VOTING YOUR SHARES,
        PLEASE CALL D.F. KING & CO., INC., TOLL FREE AT 1-800-859-8511.