Exhibit 4.2
APPOINTMENT OF SUCCESSOR RIGHTS AGENT AND AMENDMENT OF
RIGHTS AGREEMENT
This Agreement of Appointment and Amendment (this "Amendment") is
entered into as of May 4, 2006, by and between Unitrin, Inc., a Delaware
corporation (the "Company") and American Stock Transfer and Trust Company, a New
York banking corporation ("AST").
RECITALS
A. The Company and Wachovia Bank, National Association (the "Predecessor
Agent"), as rights agent, entered into that certain Rights Agreement,
dated as of August 4, 2004 and amended on May 4, 2006 (the "Rights
Agreement").
B. The Company has given the Predecessor Agent notice of removal of the
Predecessor Agent as rights agent pursuant to Section 21 of the Rights
Agreement.
C. The Company wishes to appoint AST as Rights Agent pursuant to
Section 21 of the Rights Agreement.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing and of other
consideration, the sufficiency of which is hereby acknowledged, the parties
agree as follows:
1. The Company hereby appoints AST as Rights Agent pursuant to Section 21
of the Rights Agreement, to serve in that capacity for the
consideration and subject to all of the terms and conditions of the
Rights Agreement.
2. AST hereby accepts the appointment as Rights Agent pursuant to Section
21 of the Rights Agreement and agrees to serve in that capacity for the
consideration and subject to all of the terms and conditions of the
Rights Agreement.
3. From and after the effective date hereof, each and every reference in
the Rights Agreement to a "Rights Agent" shall be deemed to be a
reference to AST.
4. Section 26 of the Rights Agreement is hereby amended by replacing the
address for notices to the Rights Agent with the following:
American Stock Transfer & Trust Company
00 Xxxxxx Xxxx
Xxx Xxxx, XX 00000
Attention: Corporate Trust Department
5. 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. Except as specifically amended above in connection herewith,
the Rights Agreement shall remain in full force and effect and is
hereby ratified and confirmed.
6. 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.
7. 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 caused this Amendment to be duly
executed as of the dated indicated above.
UNITRIN, INC.
By: /s/ Xxxxx Xxxxxxx
--------------------------
Name: Xxxxx Xxxxxxx
Title: Senior Vice President
AMERICAN STOCK TRANSFER &
TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
