Exhibit 4.1
AMENDMENT TO THE RIGHTS AGREEMENT
This Amendment to the Rights Agreement (this "Amendment") dated as of
May 4, 2006, between Unitrin, Inc., a Delaware corporation (the "Company"), and
Wachovia Bank, National Association (the "Rights Agent").
WHEREAS, the Company and the Rights Agent have entered into that
certain Rights Agreement, dated as of August 4, 2004 (the "Rights Agreement");
and
WHEREAS, the Company desires to amend the Rights Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the Company
and the Rights Agent do hereby agree as follows:
1. Amendment to Section 21. Section 21 of the Rights Agreement is
hereby amended by deleting the phrase "$50,000,000" in clause (a) of the fifth
sentence and replacing it with the phrase "$10,000,000".
2. Effect on the Rights Agreement.
(a) 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.
(b) Except as specifically amended above in connection herewith, the
Rights Agreement shall remain in full force and effect and is hereby ratified
and confirmed.
3. Governing Law. 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.
4. Headings. The headings in this Amendment are included for purposes
of convenience only and shall not affect the construction or interpretation of
any of its provisions.
5. Counterparts. 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]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
UNITRIN, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President
WACHOVIA BANK, NATIONAL
ASSOCIATION, AS RIGHTS AGENT
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
