EXHIBIT 1.1 Unitrin, Inc. Debt Securities Underwriting AgreementUnderwriting Agreement • July 1st, 2002 • Unitrin Inc • Fire, marine & casualty insurance • New York
Exhibit 2.1 STOCKHOLDER'S AGREEMENT THIS STOCKHOLDER'S AGREEMENT, dated as of January 23, 2001 (the "Agreement"), among Northrop Grumman Corporation, a Delaware corporation ("Parent"), NNG, Inc., a Delaware corporation and a direct wholly owned...Stockholder's Agreement • January 31st, 2001 • Unitrin Inc • Fire, marine & casualty insurance • Delaware
EXHIBIT 10.7 AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 14th, 1997 • Unitrin Inc • Fire, marine & casualty insurance • Texas
amongLoan Agreement • July 13th, 2001 • Unitrin Inc • Fire, marine & casualty insurance • New York
APPOINTMENT OF SUCCESSOR RIGHTS AGENT AND AMENDMENT OF RIGHTS AGREEMENTRights Agreement • May 4th, 2006 • Unitrin Inc • Fire, marine & casualty insurance • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • August 19th, 2004 • Unitrin Inc • Fire, marine & casualty insurance
This will confirm the agreement by and among all the undersigned that the Schedule 13G filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of common shares of Special Value Opportunities Fund, LLC is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1). This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
CONFIDENTIALUnitrin Inc • February 1st, 2002 • Fire, marine & casualty insurance
Exhibit 99.1 Amended and Restated Distribution AgreementDistribution Agreement • January 12th, 2001 • Unitrin Inc • Fire, marine & casualty insurance • Delaware
UNITRIN, INC. and WACHOVIA BANK, NATIONAL ASSOCIATION, Rights AgentRights Agreement • August 6th, 2004 • Unitrin Inc • Fire, marine & casualty insurance • Delaware
UNITRIN, INC.,Indenture • May 7th, 2012 • KEMPER Corp • Fire, marine & casualty insurance • New York
INDENTURE, dated as of June 26, 2002, between Unitrin, Inc., a Delaware corporation (the “Company”), and BNY Midwest Trust Company, an Illinois trust company, as trustee (the “Trustee”):
Issuer AndIndenture • July 1st, 2002 • Unitrin Inc • Fire, marine & casualty insurance • New York
Issuer And Trustee INDENTUREUnitrin Inc • May 9th, 2002 • Fire, marine & casualty insurance • New York
Exhibit 2.2 AMENDED AND RESTATED REINSURANCE AGREEMENT by and between LUMBERMENS MUTUAL CASUALTY COMPANY and certain of its subsidiaries and affiliatesReinsurance Agreement • July 24th, 2003 • Unitrin Inc • Fire, marine & casualty insurance • Illinois
Issuer And Trustee INDENTUREUnitrin Inc • May 9th, 2002 • Fire, marine & casualty insurance • New York
UNITRIN, INC. and WACHOVIA BANK, NATIONAL ASSOCIATION, Rights Agent Rights Agreement Dated as of August 4, 2004Rights Agreement • August 3rd, 2009 • Unitrin Inc • Fire, marine & casualty insurance • Delaware
RIGHTS AGREEMENT, dated as of August 4, 2004 (the “Agreement”), between Unitrin, Inc., a Delaware corporation (the “Company”), and Wachovia Bank, National Association (the “Rights Agent”).
Exhibit 1.2 Pricing Agreement ----------------- Goldman, Sachs & Co., Banc One Capital Markets, Inc., Wachovia Securities, Inc., BNY Capital Markets, Inc., Tokyo-Mitsubishi International plc, Wells Fargo Brokerage Services, LLC, c/o Goldman, Sachs &...Pricing Agreement • July 1st, 2002 • Unitrin Inc • Fire, marine & casualty insurance
Goldman, Sachs & Co., Banc One Capital Markets, Inc., Wachovia Securities, Inc., BNY Capital Markets, Inc., Tokyo-Mitsubishi International plc, Wells Fargo Brokerage Services, LLC, c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004.
Exhibit 1.2] Pricing Agreement -----------------Unitrin Inc • October 30th, 2003 • Fire, marine & casualty insurance
Kemper Corporation Underwriting AgreementUnderwriting Agreement • March 7th, 2022 • KEMPER Corp • Fire, marine & casualty insurance • New York
Kemper Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Wells Fargo Securities, LLC, BofA Securities, Inc. and Morgan Stanley & Co. LLC are acting as representatives (the “Representatives” or “you”), an aggregate of $150,000,000 principal amount of the 5.875% Fixed-Rate Reset Junior Subordinated Debentures due 2062 (the “Firm Securities”) and, at the election of the Underwriters, up to $22,500,000 aggregate principal amount of the 5.875% Junior Subordinated Notes due 2062 (the “Optional Securities”). The Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to the terms hereof are herein collectively called the “Securities.” The Securities are to be issued under the indenture, to be dated as of September 29, 2020 (the “Base Indenture”), between the Company and U.S. Bank National Associatio
WITNESSETH:Registration Rights Agreement • January 24th, 2001 • Unitrin Inc • Fire, marine & casualty insurance • Delaware
AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 2, 2015 among KEMPER CORPORATION, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent,Credit Agreement • June 8th, 2015 • KEMPER Corp • Fire, marine & casualty insurance • Illinois
AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 2, 2015, among KEMPER CORPORATION, a Delaware corporation, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agent, and FIFTH THIRD BANK, as Co-Syndication Agent.
WITNESSETH:Registration Rights Agreement • April 13th, 2001 • Unitrin Inc • Fire, marine & casualty insurance • Delaware
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...The Rights Agreement • May 4th, 2006 • Unitrin Inc • Fire, marine & casualty insurance • Delaware
and UNITRIN, INC.Stock Purchase Agreement • April 25th, 2002 • Unitrin Inc • Fire, marine & casualty insurance • Illinois
EXHIBIT 2 STOCK ACQUISITION AGREEMENT UNITRIN, INC.Stock Acquisition Agreement • March 18th, 1999 • Unitrin Inc • Fire, marine & casualty insurance • New York
CREDIT AGREEMENT dated as of March 7, 2012 among KEMPER CORPORATION, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent,Credit Agreement • February 14th, 2014 • KEMPER Corp • Fire, marine & casualty insurance • Illinois
Exhibit D-1 – U.S. Tax Compliance Certificate (For Non-U.S. Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)
RECITALSAssignment and Acceptance Agreement • July 13th, 2001 • Unitrin Inc • Fire, marine & casualty insurance
Exhibit 99.2 Amended and Restated Agreement and Plan of MergerAgreement and Plan of Merger • January 12th, 2001 • Unitrin Inc • Fire, marine & casualty insurance • Delaware
Kemper Corporation 2023 Omnibus Plan RESTRICTED STOCK UNIT AWARD AGREEMENT (Cliff-Vesting Form)Restricted Stock Unit Award Agreement • February 7th, 2024 • KEMPER Corp • Fire, marine & casualty insurance • Delaware
This RESTRICTED STOCK UNIT AWARD AGREEMENT (“Agreement”) is made as of this ______ day of _________________, 20__ (“Grant Date”) between KEMPER CORPORATION, a Delaware corporation (“Company”), and «name» (“Participant”) for an Award of restricted stock units (“RSUs”), each representing the right to receive one share of the Company’s common stock (“Common Stock”) on the terms and conditions set forth in this Agreement.
Kemper Corporation 2020 Omnibus Equity Plan NON-QUALIFIED STOCK OPTION AND SAR AWARD AGREEMENT (Installment Vesting Form)Non-Qualified Stock Option and Sar Award Agreement • February 7th, 2024 • KEMPER Corp • Fire, marine & casualty insurance • Delaware
This NON-QUALIFIED STOCK OPTION AND SAR AWARD AGREEMENT (“Agreement”) is made as of this ______ day of _________________, 20__ (“Grant Date”) between KEMPER CORPORATION, a Delaware corporation (“Company”), and «name» (“Participant”), for an award consisting of the right and option (“Option”) to purchase, on the terms and conditions hereinafter set forth, shares of the Company’s common stock (“Common Stock”), along with a tandem stock appreciation right (“SAR”).
Exhibit 10.01 ------------- BUY-OUT AGREEMENT This Agreement is entered into as of August 20, 2004, by and among Lumbermens Mutual Casualty Company, an Illinois mutual insurance company ("Lumbermens"), American Motorists Insurance Company, an Illinois...Settlement and Termination Agreement • August 23rd, 2004 • Unitrin Inc • Fire, marine & casualty insurance • Illinois
Kemper Corporation 2020 Omnibus Equity Plan PERFORMANCE SHARE UNIT AWARD AGREEMENT (Relative TSR)Performance Share Unit Award Agreement • February 7th, 2024 • KEMPER Corp • Fire, marine & casualty insurance • Delaware
This PERFORMANCE SHARE UNIT AWARD AGREEMENT (“Agreement”) is made as of this ______ day of ________________, 20__ (“Grant Date”) between KEMPER CORPORATION, a Delaware corporation (“Company”), and «name» (“Participant”) for an Award of performance share units (“PSUs”), each representing the right to receive one share of the Company’s common stock (“Common Stock”) on the terms and conditions set forth in this Agreement.
Kemper Corporation 2011 Omnibus Equity Plan NON-QUALIFIED STOCK OPTION AND SAR AGREEMENTNon-Qualified Stock Option and Sar Agreement • February 17th, 2012 • KEMPER Corp • Fire, marine & casualty insurance • New York
This NON-QUALIFIED STOCK OPTION AND SAR AGREEMENT (“Agreement”) is made as of this ______ day of ___________, 2___ (“Grant Date”) between KEMPER CORPORATION, a Delaware corporation (the “Company”), and «name» (the “Option Holder”), for an award consisting of the right and option (the “Option”) to purchase on the terms and conditions hereinafter set forth, all or any part (subject to the limitations of Section 3) of an aggregate of «shares» («number») shares of the Common Stock of the Company (“Common Stock”) at the purchase price of $______ per share.
AMONGExhibits and Schedules • September 4th, 2002 • Unitrin Inc • Fire, marine & casualty insurance • Illinois
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 11th, 2020 • KEMPER Corp • Fire, marine & casualty insurance • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and effective as of [DATE], by and between Kemper Corporation, a Delaware corporation (the “Company”), and [NAME OF INDEMNITEE] (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER among KEMPER CORPORATION, VULCAN SUB, INC. and INFINITY PROPERTY AND CASUALTY CORPORATION Dated as of February 13, 2018Agreement and Plan of Merger • February 14th, 2018 • KEMPER Corp • Fire, marine & casualty insurance • Ohio
This AGREEMENT AND PLAN OF MERGER, dated as of February 13, 2018 (as amended in accordance with the terms hereof, this “Agreement”), is by and among Kemper Corporation, a Delaware corporation (“Parent”), Vulcan Sub, Inc., an Ohio corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Infinity Property and Casualty Corporation, an Ohio corporation (the “Company”).
