Kemper Corp – ‘8-A12B/A’ on 5/4/06 – EX-4

On:  Thursday, 5/4/06, at 4:26pm ET   ·   Accession #:  1341004-6-1271   ·   File #:  1-18298

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Amendment to Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B/A    Amendment No. 1                                        4     13K 
 2: EX-4        Exhibit 4.1                                            2      9K 
 3: EX-4        Exhibit 4.2                                            2     11K 

EX-4   —   Exhibit 4.2

EX-4
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                                                                     Exhibit 4.2

APPOINTMENT OF SUCCESSOR RIGHTS AGENT AND AMENDMENT OF
RIGHTS AGREEMENT

   This Agreement of Appointment and Amendment (this "Amendment") is
entered into as of May 4, 2006, by and between Unitrin, Inc., a Delaware        
corporation (the "Company") and American Stock Transfer and Trust Company, a New
York banking corporation ("AST").                                               

RECITALS

A.       The Company and Wachovia Bank, National Association (the "Predecessor  
       Agent"), as rights agent, entered into that certain Rights Agreement,
    dated as of August 4, 2004 and amended on May 4, 2006 (the "Rights
Agreement").                                                  

B.       The Company has given the Predecessor Agent notice of removal of the   
        Predecessor Agent as rights agent pursuant to Section 21 of the Rights
Agreement.                                                    

C.       The Company wishes to appoint AST as Rights Agent pursuant to          
Section 21 of the Rights Agreement.                           

 AGREEMENT

NOW THEREFORE, in consideration of the foregoing and of other 
consideration, the sufficiency of which is hereby acknowledged, the parties     
agree as follows:                                                               

1.       The Company hereby appoints AST as Rights Agent pursuant to Section 21 
of the Rights Agreement, to serve in that capacity for the    
     consideration and subject to all of the terms and conditions of the
Rights Agreement.                                             

2.       AST hereby accepts the appointment as Rights Agent pursuant to Section 
         21 of the Rights Agreement and agrees to serve in that capacity for the
     consideration and subject to all of the terms and conditions of the
Rights Agreement.                                             

3.       From and after the effective date hereof, each and every reference in  
  the Rights Agreement to a "Rights Agent" shall be deemed to be a
reference to AST.                                             

4.       Section 26 of the Rights Agreement is hereby amended by replacing the  
address for notices to the Rights Agent with the following:   

American Stock Transfer & Trust Company                       
59 Maiden Lane                                                
New York, NY  10038                                           
Attention:  Corporate Trust Department                        

5.       On and after the date hereof, each reference in the Rights Agreement to
       "this Agreement", "herein", "hereof", "hereunder" or words of similar
         import shall mean and be a reference to the Rights Agreement as amended
      hereby. Except as specifically amended above in connection herewith,
   the Rights Agreement shall remain in full force and effect and is
hereby ratified and confirmed.                                

6.       This Amendment shall be deemed to be a contract made under the laws of 
     the State of Delaware and for all purposes shall be governed by and
   construed in accordance with the laws of such State applicable to
contracts made and to be performed entirely within such State.

7.       This Amendment may be executed in any number of counterparts, and each 
of such counterparts shall for all purposes be deemed to be an
       original, and all such counterparts shall together constitute but one
and the same instrument.                                      

[SIGNATURE PAGE FOLLOWS]

EX-4
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       IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as of the dated indicated above.                                       

                   UNITRIN, INC.

                                By:      /s/ Scott Renwick
                                                  --------------------------
                            Name:    Scott Renwick
                                    Title:   Senior Vice President

                               AMERICAN STOCK TRANSFER &
                   TRUST COMPANY

                                    By:      /s/ Herbert J. Lemmer
                                                  --------------------------
                                Name:    Herbert J. Lemmer
                             Title:   Vice President

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12B/A’ Filing		Date		First		Last			Other Filings
Filed on:		5/4/06		1					4
		8/4/04		1					8-K
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