Kemper Corp · 8-A12B/A · On 5/4/06

Filed On 5/4/06, 4:26pm ET   ·   Accession Number 1341004-6-1271   ·   SEC File 1-18298

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 

8-A12B/A   —   Amendment No. 1
Document Table of Contents

8-A12B/A
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 -------------------------

FORM 8-A

 AMENDMENT NO. 1

 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
 PURSUANT TO SECTION 12(b) OR (g) OF THE
 SECURITIES EXCHANGE ACT OF 1934

 Unitrin, Inc.
(Exact name of registrant as specified in its charter)

            Delaware                                          95-4255452
(State of incorporation or organization)                       (I.R.S. Employer 
                                                             Identification no.)

One East Wacker Drive                                         
       Chicago, IL                                           60601
(Address of principal executive offices)                          (Zip Code)    

 Securities to be registered pursuant to Section 12(b) of the Act:

      Title of each class                         Name of each exchange on which
      to be so registered                         each class is to be registered

Preferred Share Purchase Rights                      New York Stock Exchange    
pursuant to Rights Agreement                                                

   If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to      
General Instruction A.(c), please check the following box. [X]                  

   If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to      
General Instruction A.(c), please check the following box. [ ]                  

 Securities Act registration statement file number to which this form relates:
 Not Applicable.

 Securities to be registered pursuant to Section 12(g) of the Act:
 None.

8-A12B/A
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This Form 8-A/A amends the Form 8-A filed by Unitrin, Inc. (the "Company") on   
August 6, 2004.                                                                 

Item 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED                

              On May 4, 2006, the Company entered into an Amendment (the
"Amendment") to the Rights Agreement, dated as of August 4, 2004, between the   
Company and Wachovia Bank, National Association, as Rights Agent (the "Rights   
Agreement"), that amended Section 21 of the Rights Agreement to provide that any
successor Rights Agent shall have at the time of its appointment as Rights Agent
a combined capital and surplus of at least $10,000,000. A copy of the Amendment 
is filed herewith as Exhibit 4.1 and incorporated by reference herein.          

            On May 4, 2006, the Company entered into an Agreement of
Appointment and Amendment (the "Appointment and Amendment") to the Rights       
Agreement, as amended, that appointed American Stock Transfer and Trust Company,
a New York banking corporation, as successor Rights Agent and made certain other
conforming changes to the Rights Agreement. A copy of the Appointment and       
Amendment is filed herewith as Exhibit 4.2 and incorporated by reference herein.

Item 2.  EXHIBITS                                                               

Exhibit No.    Description                                    
-----------    -----------                                    

         4.1         Amendment to the Rights Agreement, dated as of May 4,
                        2006, between Unitrin, Inc., a Delaware corporation, and
                     Wachovia Bank, National Association, as Rights Agent.

           4.2         Agreement of Appointment and Amendment, dated as of May
                       4, 2006, between Unitrin, Inc., a Delaware corporation,
                    and American Stock Transfer and Trust Company, a New
York banking corporation.       

8-A12B/A
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 SIGNATURE

       Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be   
signed on its behalf by the undersigned, thereto duly authorized.               

                               Unitrin, Inc.

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

Date: May 4, 2006                                                               

8-A12B/A
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 EXHIBIT INDEX

Exhibit No.    Description                                          
-----------    -----------                                          

   4.1         Amendment to the Rights Agreement, dated as of May 4,
                  2006, between Unitrin, Inc., a Delaware corporation, and
               Wachovia Bank, National Association, as Rights Agent.

        4.2         Agreement of Appointment and Amendment, dated as of May 4,
                  2006, between Unitrin, Inc., a Delaware corporation, and
               American Stock Transfer and Trust Company, a New York
banking corporation.                  

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 8-A12B/A Filing		Date		First		Last			Other Filings
		8/4/04		2					8-K
		8/6/04		2					4, 8-A12B, 8-K
Filed On / Filed As Of		5/4/06		2		4			4
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