As filed with the Securities and Exchange Commission on December 28, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNITRIN, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 95-4255452
(State of Incorporation) (I.R.S. Employer Identification No.)
One East Wacker Drive, Chicago, Illinois 60601
(Address, including Zip Code, of Registrant's Principal Executive Offices)
Unitrin, Inc. Non-Qualified Deferred Compensation Plan
(Full Title of Plan)
Scott Renwick, Esq.
Unitrin, Inc.
One East Wacker Drive
Chicago, Illinois 60601
(312) 661-4600
(Name, Address and Telephone Number of Agent for Service)
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CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered (1) per unit (2) offering price (2) registration fee (2)
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Deferred Compensation
Obligations $25,000,000 100% $25,000,000 $5,975
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(1) The Deferred Compensation Obligations being registered are unsecured
obligations of Unitrin, Inc. to pay deferred compensation in the
future in accordance with the terms of the Unitrin, Inc.
Non-Qualified Deferred Compensation Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Unitrin, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") (File No.
0-18298) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:
o The Company's Annual Report on Form 10-K, as amended, for the year
ended December 31, 2000;
o The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001;
o The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2001;
o The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2001;
o The Company's Current Report on Form 8-K filed April 13, 2001;
o The Company's Current Report on Form 8-K filed May 2, 2001; and
o The Company's Current Report on Form 8-K filed November 15, 2001.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the
respective dates of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is incorporated or
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Under the Unitrin, Inc. Non-Qualified Deferred Compensation Plan
(the "Plan"), certain directors and management of the Company and certain
management of its subsidiaries may defer, in the case of management, up to
100% of their base salary and regular bonus in excess of the limitation on
compensation under section 401(a)(17) of the Internal Revenue Code of 1986,
as amended, or, in the case of directors, their director fees. The Plan is
intended to be (i) an unfunded "Top Hat Plan" exempt from all provisions of
the Employee Retirement Income Security Act of 1974, as amended, and (ii) a
non-qualified deferred compensation plan under the Internal Revenue Code of
1986, as amended.
Amounts deferred by a participant under the Plan will be credited
by book entry to the participant's deferral account. Subject to certain
exceptions and restrictions, a participant's deferral account balance is
indexed to one or more investment media chosen by the participant from the
investment media available under the Plan. A participant's account is
adjusted periodically to reflect the investment performance of the selected
media, including any appreciation or depreciation. Each participant's
account is fully vested at all times.
The deferred compensation obligations are general unsecured
obligations of the Company. In the event of the Company's bankruptcy or
insolvency, participants will become general unsecured creditors of the
Company. The Company has entered into a rabbi trust arrangement with
AMVESCAP National Trust Company with respect to the Plan and the payment of
the deferred compensation obligations thereunder. Plan participants have no
special or priority claim to the assets of the trust, and the trust will be
available to satisfy claims of creditors in the event of the Company's
bankruptcy or insolvency.
The deferred compensation obligations are not convertible into any
other security of the Company. The deferred compensation obligations do not
have the benefit of any negative pledges or of any covenants on the part of
the Company other than to pay the deferred compensation obligations in
accordance with the terms of the Plan.
As part of their deferral elections, participants choose the time
and manner of distribution of their deferral accounts. Payment of deferral
accounts is made at the time and in the form elected.
In the event of a change in control as defined in the Plan, the
Company is obligated to make an irrevocable contribution to the rabbi trust
described above in an amount sufficient to pay each participant or
beneficiary the benefits to which such participant(s) or their
beneficiaries would be entitled pursuant to the terms of the Plan as of the
date on which the change in control occurred.
A participant may not assign, pledge, encumber or otherwise
transfer any right to or interest in the participant's deferral account
balances under the Plan.
The Company's board of directors may at any time terminate,
discontinue or amend the Plan, subject to certain restrictions.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities being registered hereby will be
passed upon for the Company by Scott Renwick, Esq., Secretary and General
Counsel of the Company. As of the date of this Registration Statement, Mr.
Renwick beneficially owns 14,704 shares of Common Stock of the Company and
holds options to purchase 110,247 additional shares of Common Stock. Mr.
Renwick is eligible to participate in the Plan and may receive benefits
under the Plan.
Item 6. Indemnification of Directors and Officers.
Under Delaware law, a corporation may indemnify any person who was
or is a party or is threatened to be made a party to an action (other than
an action by or in the right of the corporation) by reason of his service
as a director, officer, employee or agent of the corporation, or his
service, at the corporation's request, as a director, officer, employee or
agent of another corporation or other enterprise, against expenses
(including attorneys' fees) that are actually and reasonably incurred by
him ("Expenses"), and judgments, fines and amounts paid in settlement that
are actually and reasonably incurred by him, in connection with the defense
or settlement of such action, provided that he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the corporation's
best interests, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe that his conduct was unlawful. Although
Delaware law permits a corporation to indemnify any person referred to
above against Expenses in connection with the defense or settlement of an
action by or in the right of the corporation, provided that he acted in
good faith and in a manner he reasonably believed to be in or not opposed
to the corporation's best interests, if such person has been judged liable
to the corporation, indemnification is only permitted to the extent that
the Court of Chancery (or the court in which the action was brought)
determines that, despite the adjudication of liability, such person is
entitled to indemnity for such Expenses as the court deems proper. The
General Corporation Law of the State of Delaware ("DGCL") also provides for
mandatory indemnification of any director, officer, employee or agent
against Expenses to the extent such person has been successful in any
proceeding covered by the statute. In addition, the DGCL provides the
general authorization of advancement of a director's or officer's
litigation expenses in lieu of requiring the authorization of such
advancement by the Board of Directors in specific cases, and that
indemnification and advancement of expenses provided by the statute shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement or otherwise.
The Certificate of Incorporation of the Company provides for the
broad indemnification of the directors and officers of the Company and for
advancement of litigation expenses to the fullest extent permitted by
current Delaware law.
The Certificate of Incorporation of the Company eliminates the
personal liability of a director to the Company or its shareholders, under
certain circumstances, for monetary damages for breach of fiduciary duty as
a director.
The Company maintains a directors and officers liability insurance
policy insuring the directors and officers of the Company and its
subsidiaries in certain instances.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Number Description
4 Unitrin, Inc. Non-Qualified Deferred Compensation Plan.
5 Opinion of Scott Renwick.
23.1 Consent of Scott Renwick (included in Exhibit 5).
23.2 Consent of KPMG LLP.
24.1 Power of Attorney (included on signature page).
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a posteffective amendment to this Registration Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933,as
amended.
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent
posteffective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in
volume of securities offered (if the total
dollar value of securities offered would not
exceed that which was registered) and any
deviation from the low or high end of the
estimated maximum offering range may be
reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, if, in the
aggregate, the changes in volume and price
represent no more than 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective Registration Statement.
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
provided, however, that paragraphs (i) and (ii) above do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934, as amended, that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a posteffective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended,
each filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934, as amended (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934, as
amended), that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act"), may be permitted to directors,
officers, and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer, or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer, or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of Illinois, on
December 28, 2001.
Unitrin, Inc.
By: /s/ Richard C. Vie
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Richard C. Vie
Chairman, President and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Eric J. Draut and Scott
Renwick or either of them with power to act without the other, as his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all subsequent amendments and supplements to
this Registration Statement, and to file the same, or cause to be filed the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power to do and perform each and every
act and thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that any said attorney-in-fact and
agent or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
NAME AND CAPACITY DATE
/s/ Richard C. Vie December 28, 2001
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Richard C. Vie, Chairman,
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Eric J. Draut December 28, 2001
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Eric J. Draut, Chief Financial Officer, Senior
Vice President and Treasurer (Principal
Financial Officer)
/s/ Richard Roeske December 28, 2001
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Richard Roeske, Vice President and Chief Ac
counting Officer (Principal
Accounting Officer)
/s/ James E. Annable December 28, 2001
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James E. Annable
Director
/s/ Douglas G. Geoga December 28, 2001
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Douglas G. Geoga
Director
/s/ Reuben L. Hedlund December 28, 2001
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Reuben L. Hedlund
Director
/s/ Jerrold V. Jerome December 28, 2001
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Jerrold V. Jerome
Director
/s/ William E. Johnston, Jr. December 28, 2001
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William E. Johnston, Jr.
Director
/s/ Fayez S. Sarofim December 28, 2001
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Fayez S. Sarofim
Director
/s/ Ann E. Ziegler December 28, 2001
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Ann E. Ziegler
Director
EXHIBIT 4
Unitrin, Inc.
Non-Qualified Deferred Compensation Plan
Effective as of January 1, 2002
Unitrin, Inc. Non-Qualified Deferred Compensation Plan
Table of Contents
Section Page
1. Purpose/Contact 1
2. Eligibility 1
3. Deferral Amount 2
4. Deferral Agreement 2
5. Set Aside of Funds 3
6. Investment of Funds and Account Maintenance 4
7. Vesting 5
8. Distributions, Timing and Method of Payments 5
9. Electing a Beneficiary 5
10. Applicable Taxes 6
11. Miscellaneous 6
Unitrin, Inc.
Non-Qualified Deferred Compensation Plan
Effective as of January 1, 2002
1. Purpose/Contact
The purpose of the Unitrin, Inc. Non-Qualified Deferred
Compensation Plan (the "Plan") is to provide an additional benefit
to Outside Directors and Select Executives (collectively the
"Participants") of Unitrin, Inc., a Delaware Corporation, or one
of its Subsidiaries (the "Company"). Plan Participants are allowed
the opportunity to elect to defer a portion of their Eligible
Compensation to some future period. This Plan is intended to be an
unfunded Top Hat Plan exempt from all provisions of the Employee
Retirement Income Security Act of 1974, as amended (ERISA).
The Plan Administrator is the Compensation Committee of the
Unitrin, Inc. Board of Directors (the "Committee"). The Committee
has complete authority to interpret and administer this Plan. The
Committee's responsibilities and obligations may be delegated as
deemed necessary by the Committee from time to time. If, after
reading the Plan, Participants have questions about the Plan, such
questions should be directed to the designated contact at Unitrin,
Inc.
2. Eligibility
Participation in the Plan is limited to (a) a select group of
management of the Company, which is chosen annually by the
Unitrin, Inc. Board of Directors (the "Board"), and (b) all
Outside Directors of the Board who are automatically eligible to
participate in the Plan. Eligible Participants shall be notified
each calendar year (a "Plan Year") of their eligibility to
participate in the Plan. Plan participation is subject to an
annual election which must be made by an Eligible Participant as a
condition for participating in the Plan. Participation will be
solicited by the Plan Administrator approximately two months
before the beginning of the next Plan Year, or, in the case of an
Eligible Participant who first becomes eligible for participation
in the Plan after the beginning of the Plan Year, prior to the
performance of services related to his/her Eligible Compensation.
Page 1
3. Deferral Amount
Eligible Participants may elect to defer regular base salary,
bonus compensation, and director fees ("Eligible Compensation")
within certain limits described below. A separate election for
each of these types of compensation must be made. Eligible
Participants who are a select group of management may elect to
defer up to 100% of their regular base salary in excess of the
Internal Revenue Code Section 401(a)(17) limit (the "401(a)(17)
Limit"). For this purpose regular base salary is the annual
scheduled base salary, at the time of the election, excluding
stock option income, severance pay, and income included in pay due
to non-cash taxable fringe benefits. Eligible Participants who are
a select group of management may also elect to defer up to 100% of
their bonus compensation to the extent that bonus compensation
plus non-deferred regular base salary (described above) is in
excess of the 401(a)(17) Limit. For this purpose bonus
compensation is limited to the annual formula and annual
discretionary management bonuses earned in a given year and
generally paid in the following year. Bonus compensation does not
include other bonuses such as relocation bonus, hiring bonus, or
other periodic bonuses. Outside Directors may elect to defer up to
100% of their director fees. The 401(a)(17) Limit is adjusted
automatically by the Secretary of the Treasury for increases in
the cost-of-living and is $200,000 for the 2002 Plan Year. Section
401(a)(17) of the Internal Revenue Code limits the amount of
compensation which may be considered by a plan sponsor for
purposes of determining benefits under a qualified retirement
plan.
4. Deferral Agreement
The Plan Administrator shall provide each Eligible Participant
with an Annual Deferral Agreement (the "Deferral Agreement"). The
Deferral Agreement shall describe the requirements and limitations
for an Eligible Participant's Deferrals, the timing of
distributions, and the optional forms of payment.
Each Eligible Participant desiring to participate in the Plan for
a given Plan Year shall enter into an irrevocable Deferral
Agreement with the Company authorizing the deferral of all or part
of the Participant's Eligible Compensation. Eligible employee
Participants may make two elections during each annual enrollment
period; one for regular periodic base salary to be earned and paid
in the upcoming year, and one for bonus compensation as described
in Section 3 above which may be earned in the upcoming year and
paid in the following year. Eligible Directors may make one
election with respect to their Director fees.
Each Eligible Participant electing to defer Eligible Compensation
pursuant to the Plan shall also specify at the time the Deferral
Election is made the commencement date and method of payment with
respect to the payout of all future benefits attributable to
Deferrals for each Plan Year.
An Eligible Participant desiring to participate in the Plan must
file with the Plan Administrator an initial Deferral Agreement and
Payment Election not less than 30 days prior to the effective date
of his/her Deferral Agreement. Such initial election shall be
effective commencing with the first day of the Plan Year to which
it applies, in the case of
Page 2
Participants who are eligible for the Plan before the beginning of
such Plan Year, and the first day of the first month following
such filing, in the case of Participants who become eligible for
the Plan after the beginning of the Plan Year. Thereafter, a
Deferral Agreement and Payment Election must be filed at least 30
days prior to the beginning of the Plan Year to which it pertains
and shall be effective on the first day of the Plan Year following
the filing thereof.
In no event shall an Eligible Participant be permitted to defer
Eligible Compensation for any period that has commenced prior to
the date on which the Plan is effective or the date on which a
Deferral Agreement is signed by the Participant and accepted by
the Plan Administrator.
Upon receipt of a properly completed and executed Deferral
Agreement, the Plan Administrator shall notify the appropriate
payroll department of the Company to withhold that portion of the
Participant's Eligible Compensation specified in the agreement.
All amounts will be withheld ratably throughout the Plan Year
except for any bonus amounts which will be withheld in a single
lump sum. If the effective date of a Participant's deferral is not
the first day of the Plan Year, the Participant shall be entitled
to elect to defer a portion of his/her Eligible Compensation
calculated as follows: Maximum Eligible Compensation shall equal
the amount specified in the Deferral Agreement multiplied by a
fraction, the numerator of which is the number of full calendar
months in the Plan Year from and after the effective date of the
deferral, and the denominator of which is 12. In no event will the
Participant be permitted to defer more than the amount specified
by this Plan.
5. Set Aside of Funds
Individual Participant deferrals of Eligible Compensation and
additions thereon will be reflected in book entries maintained by
or on behalf of Unitrin, Inc., as set forth in Section 6 of this
Plan. The existence of such book entries shall not create a trust
of any kind, or a fiduciary relationship between Unitrin, Inc.,
any third party record keeper and the Participant, his/her
designated beneficiary, or other beneficiaries provided for under
this Plan. The bookkeeping entries represent an unsecured
obligation of Unitrin, Inc. to pay deferred Eligible Compensation
to a Participant at a future date.
If Unitrin, Inc. so determines, in its sole discretion, payments
to a Participant or his/her designated beneficiary or any other
beneficiary hereunder may be made from assets held in a Rabbi
Trust (the "Trust"). If Unitrin, Inc. determines to establish and
fund such a Trust, the assets thereof shall remain, for all
purposes, a part of the general, unrestricted assets of Unitrin,
Inc. No person shall have any interest in such assets by virtue of
the Plan. Unitrin, Inc.'s obligations hereunder shall be an
unfunded and unsecured promise to pay money in the future. Any
Participant having a right to receive payments pursuant to the
provisions of this Plan shall have no greater rights than any
unsecured general creditor of Unitrin, Inc. in the event of
Unitrin, Inc.'s insolvency or bankruptcy, and no person shall have
nor acquire any legal or equitable right, claim or interest in or
to any property or assets of Unitrin, Inc.
Page 3
In no event will the assets accumulated in the Trust be construed
as creating a funded plan under the applicable provisions of
ERISA, or under the Internal Revenue Code of 1986, as amended, or
under the provisions of any other applicable statute or
regulation.
6. Investment of Funds and Account Maintenance
The Plan Administrator shall appoint a Plan record keeper which
shall establish and maintain individual bookkeeping accounts on
behalf of each Participant for purposes of determining each
Participant's benefits under the Plan. Separate sub-accounts shall
be established for each Participant with respect to each year's
Deferral Agreement and for which a different form of payment or
payment start date has been elected.
The plan record keeper shall adjust each Participant's account for
amounts representing:
(a) Participant Deferrals,
(b) Hypothetical investment earnings/losses,
(c) Expenses, and
(d) Distributions paid to the Participant or beneficiaries.
Each Eligible Participant electing to defer Eligible Compensation
pursuant to the Plan shall also specify at the time the Deferral
Election is made, the hypothetical measure(s) of investment
performance. The Participant's bookkeeping account shall be deemed
to be invested in the hypothetical investment choice(s) made
available from time to time by the Committee. Investment
preferences selected by the Participant are used only to determine
the value of a Participant's account and in no event is the
Company required to follow these investment preferences for actual
plan investments. A Participant's investment preference shall be
communicated to the Plan Administrator by completion and delivery
to the Plan Administrator of an Investment Preference Form.
Participants shall indicate their initial investment preferences
by filing an Investment Preference Form with the Plan
Administrator prior to the date on which Deferrals commence under
the terms of the Participant's Deferral Agreement. Once elected,
investment preferences will be valid until revoked by filing a new
Investment Preference Form. Participants shall have the
opportunity to change their investment preferences with respect to
(a) new Deferrals or (b) with respect to existing balances upon
notice to the Plan Administrator once per calendar quarter.
The plan record keeper shall determine the value of all accounts
maintained under the terms of the Plan on the close of each
business day.
The plan record keeper shall provide each Participant with a
statement of his or her individual bookkeeping account reflecting
adjustments to such account during the period from the last
statement date. Such statement shall be provided to Participants
as soon as administratively feasible following the end of each
calendar quarter.
Page 4
7. Vesting
Each Participant's account shall be 100% vested and nonforfeitable
at all times.
8. Distributions, Timing and Method of Payments
A Participant's or beneficiary's benefit payable under the Plan
shall be determined by reference to the value of each bookkeeping
sub-account balance at the time of distribution. Sub-accounts are
maintained for each year's deferrals. Benefit payments from the
Plan shall be payable from the general assets of the Company which
includes any assets held in the Trust.
Benefits shall be payable or begin within 30 days following the
date elected on the original Deferral Agreement. No Participant or
beneficiary shall have any right to receive payment of his or her
benefit under the Plan prior to the date elected on the original
Deferral Agreement Form.
A Participant's account shall be paid as a lump sum or in
installments as elected in the Deferral Agreement. The form of
distribution and timing of the distribution is elected at the time
the Deferral Election is made. A different form of payment, as to
amount and timing, may be elected with respect to each year's
Deferral Election. Once a Deferral Election is made, it cannot be
altered and is irrevocable for that Plan Year.
A Participant's Account shall be distributed to the Participant or
his/her beneficiary in the form of cash only.
Unitrin, Inc. has unilateral discretion to pay out any amounts at
any time for any reason.
9. Electing a Beneficiary
Any benefit which a deceased Participant is entitled to receive
under the Plan shall be paid to such Participant's beneficiary.
Such death benefit shall be paid in the mode elected in accordance
with the Participant's original deferral election.
A Participant shall have the right to designate a beneficiary and
to amend or revoke such designation at any time in writing. Such
designation, amendment or revocation shall be effective only when
filed with the Plan Administrator.
If no beneficiary designation is made, or if the beneficiary
designation is held invalid, or if no beneficiary survives the
Participant and benefits remain payable following the
Participant's death, the Plan Administrator shall direct that
payment of benefits be made to
Page 5
the person or persons in the first category in which there is a
survivor. The categories of successor beneficiaries, in order, are
as follows:
(a) Participant's spouse;
(b) Participant's estate.
10. Applicable Taxes
The Company shall have the right to (a) require any Participant or
beneficiary to pay the Company the amount of any taxes which the
Company may be required to withhold with respect to such
distributions or (b) deduct from all amounts paid the amount of
any taxes which the Company may be required to withhold with
respect to any such distributions.
11. Miscellaneous
Entire Agreement
This Plan Document, Deferral Agreement and Payment Election,
Investment Preference Form, Beneficiary Designation Form and other
administration forms required of Participants, and made known to
them by the Plan Administrator, shall constitute the entire
agreement or contract between Unitrin, Inc. and the Participant
regarding the Plan. No oral statement regarding the Plan may be
relied upon by the Participant or any other person claiming
through or under the Participant.
Employment Rights
Neither the establishment of this Plan nor any modification
thereof, nor the creation of any Trust or account, nor the payment
of any benefits, shall be construed as conferring upon a
Participant the right to continue to be employed by the Company in
his/her present capacity, or in any capacity, or the right to
continue to serve as an Outside Director. This Plan relates to the
payment of deferred compensation as provided herein, and is not
intended to be an employment contract.
Benefit Transfers
Neither the Participant nor his designated or other beneficiary
under this Plan shall have any right to transfer, assign,
anticipate, hypothecate or otherwise encumber all or any part of
the amounts payable under this Plan. No such amounts shall be
subject to seizure by any creditor of any such Participant or
beneficiary, by a proceeding at law or in equity, nor shall any
such amounts be transferable by operation of law in the event of
bankruptcy, insolvency or death of the Participant, his/her
designated beneficiary or any other beneficiary hereunder. Any
attempted assignment or transfer in contravention of this
provision shall be void.
Page 6
Governing Law
Construction, validity and administration of this Plan shall be
governed by applicable Federal law and the laws of the State of
Illinois.
Amendments
Unitrin, Inc. may at any time amend this Plan without the consent
of any Participant or beneficiary hereunder; provided that no
amendment shall deprive a Participant or beneficiary of any of the
benefits which he or she has accrued under the Plan or otherwise
adversely affect the Participant's Account with respect to
deferrals elected prior to the date such amendment is made.
Inurement
This Plan shall be binding upon and inure to the benefit of
Unitrin, Inc. and its successors and assigns, and the Participant,
his/her successors, heirs, executors, administrators and
beneficiaries.
Notices
Any notice required or permitted to be given pursuant to this Plan
shall be in writing, and shall be signed by the person giving the
notice. If such notice is mailed, it shall be sent by United
States certified mail, postage prepaid, addressed to such person's
last known address as shown on the records of the Company. The
date of such mailing shall be deemed to be the date of notice, but
the notice shall not be effective until actually received. The
Company or the Participant may change the address to which notice
is sent by giving notice of such change in the manner above.
Change in Control
Upon a Change of Control the Company shall, as soon as possible,
but in no event longer than 30 days following the change of
control, make an irrevocable contribution to the Trust in an
amount that is sufficient to pay each Participant or beneficiary
the benefits to which such Participant(s) or their beneficiaries
would be entitled pursuant to the terms of the Plan as of the date
on which the change of control occurred. For purposes of this Plan
"Change of Control" shall mean the occurrence of any of the
following events:
(a) any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of
Unitrin, Inc. (not including in the securities
beneficially owned by such Person any securities
acquired directly from Unitrin, Inc. or its
Affiliates) representing
Page 7
25% or more of the combined voting power of
Unitrin, Inc.'s then outstanding securities,
excluding any Person who becomes such a
Beneficial Owner in connection with a
transaction described in clause (i) of paragraph
(c) below; or
(b) the following individuals cease for any reason
to constitute a majority of the number of
directors then serving: individuals who, on the
date hereof, constitute the board of directors
of Unitrin, Inc. (the "Board") and any new
director (other than a director whose initial
assumption of office is in connection with an
actual or threatened election contest relating
to the election of directors of Unitrin, Inc.)
whose appointment or election by the Board or
nomination for election by Unitrin, Inc.'s
shareholders was approved or recommended by a
vote of at least two-thirds of the directors
still in office who either were directors on the
date hereof or whose appointment, election or
nomination for election was previously so
approved or recommended; or
(c) there is consummated a merger or consolidation
of Unitrin, Inc. or any direct or indirect
subsidiary of Unitrin, Inc. with any other
corporation, other than (i) a merger or
consolidation which results in the directors of
Unitrin, Inc. immediately prior to such merger
or consolidation continuing to constitute at
least a majority of the Board of Unitrin, Inc.,
the surviving entity or any parent thereof or
(ii) a merger or consolidation effected to
implement a recapitalization of Unitrin, Inc.
(or similar transaction) in which no Person is
or becomes the Beneficial Owner, directly or
indirectly, of securities of Unitrin, Inc. (not
including in the securities Beneficially Owned
by such Person any securities acquired directly
from Unitrin, Inc. or its Affiliates)
representing 25% or more of the combined voting
power of Unitrin, Inc.'s then outstanding
securities; or
(d) the shareholders of Unitrin, Inc. approve a plan
of complete liquidation or dissolution of
Unitrin, Inc. or there is consummated an
agreement for the sale or disposition by
Unitrin, Inc. of all or substantially all of
Unitrin Inc.'s assets, other than a sale or
disposition by Unitrin, Inc. of all or
substantially all of Unitrin Inc.'s assets
immediately following which the individuals who
comprise the Board immediately prior thereto
constitute at least a majority of the board of
directors of the entity to which such assets are
sold or disposed or any parent thereof.
Page 8
As used in this Change of Control section:
"Affiliate" shall have the meaning set forth in Rule 12b-2
promulgated under Section 12 of the Securities Exchange Act of
1934, as amended (the "Exchange Act");
"Beneficial Owner" shall have the meaning set forth in Rule 13d-3
under the Exchange Act; and
"Person" shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d)
thereof, except that such term shall not include (1) Unitrin, Inc.
or any entity, more than 50% of the voting securities of which are
Beneficially Owned by Unitrin, Inc., (2) a trustee or other
fiduciary holding securities under an employee benefit plan of
Unitrin, Inc. or any of its Affiliates, (3) an underwriter
temporarily holding securities pursuant to an offering of such
securities, (4) a corporation owned, directly or indirectly, by
the shareholders of Unitrin, Inc. in substantially the same
proportions as their ownership of stock of Unitrin, Inc., (5) any
individual, entity or group whose ownership of securities of
Unitrin, Inc. is reported on Schedule 13G pursuant to Rule 13d-1
promulgated under the Exchange Act (but only for so long as such
ownership is so reported) or (6) Singleton Group LLC or any
successor in interest to such entity.
Termination
Although Unitrin, Inc. has established this Plan with a bona fide
intention and expectation to maintain the Plan indefinitely,
Unitrin, Inc. reserves the right to terminate or discontinue the
Plan in whole or in part at any time. Upon Plan termination, no
further Deferrals shall be made. In such event, the Participant or
his/her beneficiary, as the case may be, shall be entitled to
receive any benefit attributable to the Deferrals accrued as of
the day preceding the effective date of termination, plus
hypothetical investment earnings and less hypothetical investment
losses, taxes and expenses chargeable to the Participant's account
up to the Benefit Distribution Date. The Plan Administrator shall
make distributions of the Participant's benefit (1) in accordance
with the Participant elections then in effect, or (2) at Unitrin,
Inc.'s discretion in a single lump sum payment as soon as
practicable after termination of the Plan.
Administrative Practices
Unitrin, Inc. may establish administrative practices as necessary
for the establishment and ongoing maintenance of this Plan.
Page 9
EXHIBIT 5
December 27, 2001
Unitrin, Inc.
One East Wacker Drive
Chicago, Illinois 60601
Re: Unitrin, Inc. Non-Qualified Deferred Compensation
Plan Registration Statement on Form S-8
Ladies and Gentlemen:
As general counsel for Unitrin, Inc., a Delaware corporation (the
"Company"), I am acting as counsel to the Company in connection with the
Registration Statement on Form S-8 with exhibits thereto (the "Registration
Statement") filed by the Company under the Securities Act of 1933, as
amended (the "Securities Act"), and the rules and regulations thereunder,
relating to the registration of non-qualified deferred compensation
obligations (the "Obligations") of the Company to be offered under the
Unitrin, Inc. Non-Qualified Deferred Compensation Plan (the "Plan").
As such counsel, I have participated in the preparation of the
Registration Statement and have reviewed the corporate proceedings in
connection with the adoption and amendment of the Plan. I have also
examined and relied upon originals or copies, certified or otherwise
authenticated to my satisfaction, of all such public officials and of
representatives of the Company, and have made such investigations of law,
and have discussed with representatives of the Company and such other
persons such questions of fact, as I have deemed proper and necessary as a
basis for rendering this opinion.
Based upon, and subject to, the foregoing, I am of the opinion
that the Obligations, when issued by the Company pursuant to the terms of
the Plan, will be valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms and the terms of the
Plan, except as enforceability (i) may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the
rights and remedies of creditors generally, and (ii) is subject to general
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving the foregoing consent, I do not admit
that I am in the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Scott Renwick
Scott Renwick
General Counsel
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors of Unitrin, Inc.:
We consent to the incorporation by reference in the Registration Statement
of Unitrin, Inc. on Form S-8 relating to the Unitrin, Inc. Non-Qualified
Deferred Compensation Plan of our reports dated January 31, 2001, relating
to the consolidated balance sheets of Unitrin, Inc. and subsidiaries as of
December 31, 2000 and 1999, and the related consolidated statements of
income, cash flows and shareholders' equity and comprehensive income for
each of the years in the three-year period ended December 31, 2000, and all
the related financial statement schedules, which reports appear or are
incorporated by reference in the Annual Report of Unitrin, Inc. on Form
10-K for the year ended December 31, 2000.
Chicago, Illinois
December 27, 2001
/s/ KPMG LLP