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

On November 3, 2009, Richard C. Vie, Chairman of the Board of Directors (the "Board") of Unitrin, Inc. ("Unitrin"), provided formal notice to the Nominating & Corporate Governance Committee of the Board that he intends to retire as an employee and executive officer of Unitrin and to step down as Chairman of the Board, effective December 31, 2009. Mr. Vie will remain a member of the Board following these changes. Mr. Vie has served Unitrin in a number of capacities since its spinoff from Teledyne, Inc. in 1990, including as its Chief Executive Officer from March 1992 until August 2006, when he was elected to the office of Chairman, and as Chairman of the Board since January 1999.

Also on November 3, 2009, the Compensation Committee of the Board approved certain special items of compensation for Mr. Vie, consisting of a one-time service recognition award in the amount of $800,000, payable in a lump sum on or before December 31, 2009, and the provision of furnished office and secretarial support upon his retirement.

On November 4, 2009, the Board designated Donald G. Southwell, Unitrin's President and Chief Executive Officer, as Chairman of the Board, effective January 1, 2010.

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