Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 23, 2009, Unitrin, Inc. (the "Company") entered into an Indemnification and Expense Advancement Agreement with each of its directors, including the directors who are also members of management, as permitted by the Delaware General Corporation Law. Under these agreements, the Company will, to the fullest extent authorized by applicable law, indemnify each director against expense, liability and loss reasonably incurred, and provide the director with advancement of defense costs, in connection with any proceeding resulting from an alleged action or inaction by the individual in his or her official capacity as a director or officer, or in another capacity while serving as a director or officer. The provisions of these agreements are substantially the same as the indemnification provisions applicable to the directors under the Company's Amended and Restated Bylaws and Certificate of Incorporation, except that the agreements may not be amended or terminated without the written consent of the respective director.

The form of these agreements is attached hereto as Exhibit 99.01.

Item 9.01. Financial Statements and Exhibits

Exhibit 99.01: Form of Indemnification and Expense Advancement Agreement

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