Upstart Conseco emerged to outbid GE Capital Services for Kemper, the mutual-fund and insurance outfit. Although Kemper directors took just three days to accept Conseco's $2.68 billion deal on June 26, not everyone is cheering. Kemper shares closed on June 29 at 601/2, well below the $67-per-share value of Conseco's cash-and-stock offer. Some analysts question the management knowhow of Stephen Hilbert, the charismatic chairman of Conseco. Others worry about the lower credit rating that's likely to be conferred on the debt-saddled combined company, which would go by the Kemper name.

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