1995 Non-Employee Director Stock Option Plan
Amended and Restated
May 5, 1999
1. Purpose. The purpose of this 1995 Non-Employee Director Stock Option Plan ("Plan") of Unitrin, Inc.
("Company") is to encourage ownership in the Company by non- employee directors of the Company and to
attract and retain qualified non- employee personnel to serve as directors of the Company.
2. Administration. The Plan will be administered by a committee or committees (which term includes
subcommittees) consisting of two or more persons appointed by the Board of Directors of the Company. The
composition of any committee responsible for administration of the Plan shall comply with the applicable
requirements of Rule 16b-3 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), including, if
applicable, the requirement that certain plans be administered by "disinterested administrators". Members of a
committee will serve for such term as the Board of Directors may determine, subject to removal by the Board of
Directors at any time. With respect to any matter, the term "Committee" refers to the committee that has been
delegated authority with respect to such matter.
Subject to the provisions of the Plan, the Committee shall have authority: (i) to construe and interpret the Plan; (ii)
to define the terms used herein; (iii) to prescribe, amend and rescind rules and regulations relating to the Plan; (iv)
to make such changes to the Plan as may become necessary or advisable to comply with Rule 16b-3 of the
Exchange Act; and (v) to make all other determinations necessary or advisable for the administration of the Plan.
All determinations and interpretations made by the Committee shall be binding and conclusive on all participants
in the Plan and their legal representatives and beneficiaries. Notwithstanding anything to the contrary in this Plan,
the Committee shall not have the authority to make any determination or to take any action that would cause the
Plan to ceas