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Stock Exchange Agreement

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Sectors: Insurance
Effective Date: August 01, 1993
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FIRST AMENDMENT DATED AUGUST 1, 1993
TO THE STOCK EXCHANGE AGREEMENT


FIRST AMENDMENT dated August 1, 1993 to the Stock Exchange Agreement by and between LUMBERMENS MUTUAL CASUALTY COMPANY, an Illinois mutual property-casualty insurance company ("Lumbermens"), and KEMPER CORPORATION, a Delaware Corporation ("Kemper").


WHEREAS, Kemper and Lumbermens are parties to a Stock Exchange Agreement dated March 18, 1993; and


WHEREAS, Kemper and Lumbermens wish to amend such Agreement;


NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in the Agreement and herein, Lumbermens and Kemper covenant and agree as follows:


1. Section 11.1(f) of the Agreement is replaced with the following:


(f) On the Final Settlement Date, (x) Lumbermens shall cause KRE
to promptly deliver to Kemper stock certificates, mortgages or other
evidences of ownership representing all Remaining Rejected Assets,
duly endorsed or otherwise transferred to the name or for the account
of Kemper, (y) if the Final Settlement Amount is
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