Exhibit 4.2


                               UNITRIN, INC.

                     Officers' Certificate Pursuant to
                  Sections 2.01 and 14.06 of the Indenture


            Eric J. Draut, Executive Vice President and Chief Financial
Officer, and Scott Renwick, Secretary, of Unitrin, Inc., a Delaware
corporation (the "Company"), each hereby certifies in the name of the
Company, pursuant to Sections 2.01 and 14.06 of the Indenture, dated as of
June 26, 2002 (the "Indenture"), between the Company and BNY Midwest Trust
Company, as Trustee (the "Trustee"), as follows:

            There has been established, pursuant to the resolutions duly
adopted by the Executive Committee of the Board of Directors of the
Company, a true, correct and complete copy of which resolutions certified
by the Secretary of the Company are being separately delivered on the date
hereof at the Closing to which this Certificate relates, a series of
Securities (as that term is defined in the Indenture) to be issued under
the Indenture, which Securities shall be in the form attached hereto as
Exhibit A with such terms and in such form as determined by or pursuant to
such resolutions, as follows:

      1.    The title of the Securities shall be: "5.75% Senior Notes due
            July 1, 2007" (the "Notes").

      2.    The aggregate principal amount of the Notes which may be
            authenticated and delivered under the Indenture (except for
            Notes authenticated and delivered upon registration of,
            transfer of, or in exchange for, or in lieu of, other Notes
            pursuant to or as contemplated by Section 2.05, 2.06, 2.07,
            3.03 or 9.04 of the Indenture) shall be $300,000,000.

      3.    The Stated Maturity of the Notes shall be July 1, 2007.

      4.    The Notes shall bear interest from July 1, 2002 or from the
            most recent Interest Payment Date (as defined below) to which
            interest has been paid or duly provided for, at the rate of
            5.75% per annum, payable semiannually on January 1 and July 1
            of each year (each, an "Interest Payment Date"), commencing on
            January 1, 2003, to the persons in whose names the Notes are
            registered on the close of business on the immediately
            preceding December 15 and June 15, respectively, whether or not
            such day is a business day (each, a "Regular Record Date").

      5.    The principal of and interest on the Notes of such series shall
            be payable at the office or agency of the Company maintained
            for such purpose in the Borough of Manhattan, The City of New
            York, provided, however, that at the option of the Company
            payment of interest may be made by check mailed to the address
            of the Person entitled thereto as such address shall appear in
            the Security Register for such series.

      6.    The Notes shall be redeemable, at the Company's option, in
            whole at any time or in part from time to time, at a redemption
            price equal to accrued and unpaid interest on the principal
            amount being redeemed to the redemption date plus the greater
            of (i) 100% of the principal amount of the Notes to be redeemed
            or (ii) the sum of the present values of the Remaining
            Scheduled Payments of principal and interest on the Notes to be
            redeemed (not including any portion of such payments of
            interest accrued to the date of redemption) discounted to the
            date of redemption on a semiannual basis (assuming a 360-day
            year consisting of twelve 30-day months) at the Adjusted
            Treasury Rate, plus 25 basis points.

            If the Company has given notice as provided in the Indenture
            and funds for the redemption of any Notes called for redemption
            have been made available on the redemption date, those Notes
            will cease to bear interest on the date fixed for redemption.
            Thereafter, the only right of the holders of those Notes will
            be to receive payment of the redemption price.

            The Company will give notice of any optional redemption to
            holders at their addresses, as shown in the security register,
            not more than 90 nor less than 30 days prior to the date fixed
            for redemption. The notice of redemption will specify, among
            other items, the redemption price and the principal amount of
            the Notes held by such holder to be redeemed.

            "Adjusted Treasury Rate" means, with respect to any date of
            redemption, the rate per year equal to the semiannual
            equivalent yield to maturity of the Comparable Treasury Issue,
            assuming a price for the Comparable Treasury Issue (expressed
            as a percentage of its principal amount) equal to the
            Comparable Treasury Price for that date of redemption.

            "Comparable Treasury Issue" means the United States Treasury
            security selected by the Quotation Agent as having a maturity
            comparable to the remaining term of the Notes to be redeemed
            that would be used, at the time of selection and under
            customary financial practice, in pricing new issues of
            corporate debt securities of comparable maturity to the
            remaining term of the Notes.

            "Comparable Treasury Price" means, with respect to any
            redemption date, the average of the Reference Treasury Dealer
            Quotations for the date of redemption, after excluding the
            highest and lowest Reference Treasury Dealer Quotations, or if
            the Trustee obtains fewer than three Reference Treasury Dealer
            Quotations, the average of all Reference Treasury Dealer
            Quotations.

            "Quotation Agent" means Goldman, Sachs & Co. or another
            Reference Treasury Dealer appointed by the Company.

            "Reference Treasury Dealer" means each of Goldman, Sachs & Co.
            and Banc One Capital Markets, Inc. and their respective
            successors and, at the Company's option, other nationally
            recognized investment banking firms that are primary dealers of
            U.S. government securities in New York City. If any of the
            foregoing ceases to be a primary dealer of U.S. government
            securities in New York City, the Company must substitute
            another primary dealer of U.S. government securities.

            "Reference Treasury Dealer Quotations" means, with respect to
            each Reference Treasury Dealer and any date of redemption, the
            average, as determined by the Trustee, of the bid and asked
            prices for the Comparable Treasury Issue (expressed in each
            case as a percentage of its principal amount) quoted in writing
            to the Trustee by the Reference Treasury Dealer at 5:00 p.m.,
            New York City time, on the third business day before the date
            of redemption.

      7.    The Notes shall not be entitled to any sinking fund.

      8.    The Company's Notes will be issued in the form of a registered
            Global Security which will be deposited with, or on behalf of,
            The Depository Trust Company ("DTC"), as depositary, and
            registered in the name of DTC or its nominee. Beneficial
            interests in the Global Security will be represented through
            book-entry accounts of financial institutions acting on behalf
            of beneficial owners as direct and indirect participants in
            DTC. Investors may elect to hold interests in the Global
            Security through DTC, if they are participants of DTC, or
            indirectly through organizations which are participants in
            these systems. If an Event of Default has occurred with respect
            to the Notes and has not been cured or waived, the Security
            shall be exchangeable for Notes of the series in definitive
            registered form, in denominations of $1,000 and any integral,
            without coupons, and in an aggregate principal amount equal to
            the principal amount of the Security to be exchanged.

      9.    Principal of and interest on the Notes shall be payable in U.S.
            dollars.

      10.   The Notes shall not be convertible into or exchangeable for
            shares of common stock, preferred stock or other securities or
            property of the Company.

      11.   The Bank of New York is hereby appointed as Paying Agent and
            Security Registrar for the Notes of such series. The Security
            Register for the Notes of such series will be maintained by the
            Security Registrar in the Borough of Manhattan, The City of New
            York.

      12.   The Notes shall constitute Global Securities as defined in the
            Indenture.

      13.   The Notes shall be sold to the Underwriters at a price equal to
            99.186% of the principal amount thereof plus accrued interest,
            if any, from July 1, 2002.

      14.   In case of any conflict between this Certificate and the Notes
            in the form referred to above, the Notes shall control.

            Each of the aforesaid officers further states pursuant to
Sections 2.01 and 14.06 of such Indenture that he has read the provisions
of such Indenture setting forth the conditions precedent to the issuance,
authentication and delivery of the Notes and the definitions relating
thereto; that the statements made in this Certificate are based upon the
examination of the provisions of such Indenture and upon the relevant books
and records of the Company; that he has, in his opinion, made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not the conditions for the issuance,
authentication and delivery of the Notes have been complied with; and that,
in his opinion, such conditions have been complied with.

<PAGE>


            IN WITNESS WHEREOF, we have hereunto signed our names on behalf
of the Company this 1st day of July, 2002.

                                        UNITRIN, INC.



                                        By: /s/ Eric J. Draut
                                            ----------------------------------
                                            Name:   Eric J. Draut
                                            Title:  Executive Vice President
                                                    and Chief Financial Officer




                                        By: /s/ Scott Renwick
                                           -----------------------------------
                                             Name:   Scott Renwick
                                             Title:  Secretary




<PAGE>

                                                                     Exhibit A


               [FORM OF 5.75% SENIOR NOTES DUE JULY 1, 2007]

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR
THE NOMINEE OF A DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC"), A NEW
YORK CORPORATION, TO UNITRIN, INC. OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.

EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.11 OF THE INDENTURE, THIS
SECURITY MAY BE TRANSFERRED IN WHOLE, BUT NOT IN PART, ONLY TO ANOTHER
NOMINEE OF DTC OR TO A SUCCESSOR DEPOSITARY OR TO A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.


                               UNITRIN, INC.

                     5.75% Senior Note Due July 1, 2007


                                                           CUSIP NO. 913275 AA 1
No. __
                                                                   $300,000,000

            UNITRIN, INC., a corporation duly organized and existing under
the laws of Delaware (herein called the "Company", which term includes any
successor under the Indenture hereinafter referred to), for value received,
hereby promises to pay to Cede & Co., or registered assigns, the principal
sum of THREE HUNDRED MILLION DOLLARS ($300,000,000) on July 1, 2007, and to
pay interest thereon from July 1, 2002 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for,
semiannually on January 1 and July 1 in each year, commencing on January 1,
2003 at the rate of 5.75% per annum, until the principal hereof is paid or
made available for payment. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in the
Indenture hereinafter referred to, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close
of business on the regular record date for such interest, which shall be
the December 15 or June 15 (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest that is
not so punctually paid or duly provided for will forthwith cease to be
payable to the holder on such regular record date and may either be paid to
the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a special record date
for the payment of such Defaulted Interest to be fixed by the Trustee which
special record date shall not be more than 15 nor less than 10 days prior
to the date of the proposed payment and not less than 10 days after receipt
by the Trustee of the notice of proposed payment, notice of which shall be
given to holders of Securities of this series less than 10 days prior to
such special record date, or be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which
the Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.

            Payments of interest on this Security will include interest
accrued to but excluding the respective Interest Payment Dates. Interest
payments for this Security shall be computed and paid on the basis of a
360-day year consisting of twelve 30-day months. In the event that any date
on which interest is payable on this Security is not a Business Day, then
payment of the interest payable on such date will be made on the next
succeeding day that is a Business Day, with the same force and effect as if
made on the date the payment was originally payable.

            The Company shall maintain in the Borough of Manhattan, The
City of New York, an office or agency where this Security may be
surrendered for registration of transfer or exchange and an office or
agency where this Security may be presented for payment or for exchange.
The Company has initially appointed The Bank of New York as its Security
Registrar and Paying Agent. On the date hereof, the office of the Security
Registrar and Paying Agent is located at 101 Barclay Street, Floor 21 West,
New York, New York 10286. The Company reserves the right ay any time to
vary or terminate the appointment of any Paying Agent or Security
Registrar, to appoint additional or other Paying Agents or other Security
Registrars and to approve any change in the office through which any Paying
Agent or Security Registrar acts. The principal of and interest on this
Security shall be paid in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. Payment of interest (including interest on an Interest
Payment Date) will be made, subject to such surrender where applicable, at
the option of the Company, by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register.

            The Senior Notes (as defined on the reverse hereof) will be
senior unsecured obligations of the Company and will rank equally in right
of payment with all of the other senior unsecured and unsubordinated
indebtedness of the Company from time to time outstanding. The Senior Notes
will rank senior to any subordinated indebtedness of the Company. REFERENCE
IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON THE
REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS IF SET FORTH AT THIS PLACE. Unless the certificate of
authentication hereon has been executed by the Trustee by manual signature,
this Security shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose.


<PAGE>


            IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal. Dated: July 1, 2002 UNITRIN, INC.


                                           By:
                                                --------------------------------
                                                Name:  Eric J. Draut
                                                Title: Executive Vice President


Attest:


------------------------------
Name:   Scott Renwick
Title:  Secretary



                          [Seal of Unitrin, Inc.]


Trustee's Certificate Of Authentication

This is one of the Securities of the series
designated therein referred to
in the within-mentioned Indenture.

BNY MIDWEST TRUST COMPANY,
as Trustee

By:
   --------------------------------
      Authorized Signatory


<PAGE>


                           (REVERSE SIDE OF NOTE)

              This Security is one of a duly authorized issue of Senior
     Notes of the Company issued and issuable in one or more series under
     an Indenture dated as of June 26, 2002 (the "Indenture"; capitalized
     terms used and not defined herein shall have the meaning ascribed to
     such terms in the Indenture), between the Company and BNY Midwest
     Trust Company, as Trustee (the "Trustee," which term includes any
     successor trustee under the Indenture), to which Indenture and all
     indentures incidental thereto reference is hereby made for a statement
     of the respective rights, limitations of rights, duties and immunities
     thereunder of the Company, the Trustee and the holders of the Senior
     Notes issued thereunder and of the terms upon which said Senior Notes
     are, and are to be, authenticated and delivered. This Security is one
     of the series of Securities of the Company issued pursuant to the
     Indenture designated as 5.75% Senior Notes due July 1, 2007 (the
     "Senior Notes"), limited in aggregate principal amount to
     $300,000,000.

B.   Notes in Definitive Form

              This Security is exchangeable in whole or from time to time
     in part for Senior Notes of this series in definitive registered form
     only as provided herein and in the Indenture. If (1) at any time the
     Depositary notifies the Company that it is unwilling or unable to
     continue as Depositary for this Security or if at any time the
     Depositary shall no longer be registered or in good standing under the
     Securities Exchange Act of 1934, as amended, or other applicable
     statute or regulation, and the Company does not appoint a successor
     Depositary within 90 days after the Company receives such notice or
     becomes aware of such condition, as the case may be, (2) an Event of
     Default has occurred with regard to the Senior Notes represented by
     this Security and has not been cured or waived or (3) the Company
     determines that this Security shall no longer be represented by a
     Global Security and executes and delivers to the Trustee an Officers'
     Certificate evidencing such determination, this Security shall be
     exchangeable for Senior Notes of this series in definitive registered
     form, provided that the definitive Senior Notes so issued in exchange
     for this Security shall be in denominations of $1,000 and any integral
     multiples, without coupons, and in an aggregate principal amount equal
     to the principal amount of this Security to be exchanged. Except as
     provided above, owners of beneficial interests in this Security will
     not be entitled to have Senior Notes registered in their names, will
     not receive or be entitled to physical delivery of Senior Notes in
     definitive registered form and will not be considered the holders
     thereof for any purpose under the Indenture.

C.   Default

              If an Event of Default with respect to the Senior Notes shall
     occur and be continuing, the principal of the Senior Notes may be
     declared due and payable in the manner, with the effect and subject to
     the conditions provided in the Indenture. D. Amendment and
     Modification

              The Indenture permits, with certain exceptions as therein
     provided, the amendment thereof and the modification of the rights and
     obligations of the Company and the rights of the holders of the Senior
     Notes under the Indenture at any time by the Company and the Trustee
     with the consent of the holders of not less than a majority in
     aggregate principal amount of the Senior Notes at the time
     Outstanding. The Indenture also permits the holders of specified
     percentages in principal amount of the Senior Notes at the time
     Outstanding, on behalf of the holders of all Senior Notes, to waive
     compliance by the Company with certain provisions of the Indenture and
     certain past defaults under the Indenture and their consequences. Any
     such consent or waiver by the holder of this Security shall be
     conclusive and binding upon such holder and upon all future holders of
     this Security and of any Senior Note issued upon the registration of
     transfer hereof or in exchange hereof or in lieu hereof, whether or
     not notation of such consent or waiver is made upon this Security.

E.   Optional Redemption of the Senior Notes

              The Senior Notes will be redeemable, in whole at any time or
     in part from time to time, at the option of the Company (a "Redemption
     Date"), at a redemption price (the "Redemption Price") equal to
     accrued and unpaid interest on the principal amount being redeemed to
     the Redemption Date plus the greater of (1) 100% of the principal
     amount of the Senior Notes to be redeemed or (2) the sum of the
     present values of the remaining scheduled payments of principal and
     interest on the Senior Notes to be redeemed (not including any portion
     of such payments of interest accrued to the Redemption Date)
     discounted to the Redemption Date on a semiannual basis (assuming a
     360-day year consisting of twelve 30-day months) at the Adjusted
     Treasury Rate, plus 25 basis points.

              If the Company has given notice as provided in the Indenture
     and funds for the redemption of the Senior Notes called for redemption
     have been made available on the Redemption Date, those Senior Notes
     will cease to bear interest on the Redemption Date. Thereafter, the
     only right of the holders of those Senior Notes will be to receive
     payment of the Redemption Price.

              The Company will give notice of any optional redemption to
     holders of the Securities at their addresses, as shown in the Security
     Register, not more than 90 nor less than 30 days prior to the
     Redemption Date. The notice of redemption will specify, among other
     items, the Redemption Price and the principal amount of the Securities
     held by such holder to be redeemed.

              "Adjusted Treasury Rate" means, with respect to any
     Redemption Date, the rate per year equal to the semiannual equivalent
     yield to maturity of the Comparable Treasury Issue, assuming a price
     for the Comparable Treasury Issue (expressed as a percentage of its
     principal amount) equal to the Comparable Treasury Price for that
     Redemption Date.

              "Comparable Treasury Issue" means the United States Treasury
     security selected by the Quotation Agent as having a maturity
     comparable to the remaining term of the Senior Notes to be redeemed
     that would be used, at the time of selection and under customary
     financial practice, in pricing new issues of corporate debt securities
     of comparable maturity to the remaining term of the Senior Notes.

              "Comparable Treasury Price" means, with respect to any
     Redemption Date, the average of the Reference Treasury Dealer
     Quotations for the Redemption Date, after excluding the highest and
     lowest Reference Treasury Dealer Quotations, or if the Trustee obtains
     fewer than three Reference Treasury Dealer Quotations, the average of
     all Reference Treasury Dealer Quotations.

              "Quotation Agent" means Goldman, Sachs & Co. or another
     Reference Treasury Dealer appointed by the Company.

              "Reference Treasury Dealer" means each of Goldman, Sachs &
     Co. and Banc One Capital Markets, Inc. and their respective successors
     and, at our option, other nationally recognized investment banking
     firms that are primary dealers of U.S. government securities in New
     York City. If any of the foregoing ceases to be a primary dealer of
     U.S. government securities in New York City, we must substitute
     another primary dealer of U.S. government securities.

              "Reference Treasury Dealer Quotations" means, with respect to
     each Reference Treasury Dealer and any Redemption Date, the average,
     as determined by the Trustee, of the bid and asked prices for the
     Comparable Treasury Issue (expressed in each case as a percentage of
     its principal amount) quoted in writing to the Trustee by the
     Reference Treasury Dealer at 5:00 p.m., New York City time, on the
     third business day before the Redemption Date.

              If less than all of the Senior Notes are to be redeemed, the
     Company shall give the Trustee at least 45 days advance notice of the
     Redemption Date as to the aggregate principal amount to be redeemed
     and the Trustee will select the Senior Notes or portions of Senior
     Notes to be redeemed by such method as the Trustee shall deem fair and
     appropriate. The Trustee may select for redemption Senior Notes and
     portions of Senior Notes in amounts of whole multiples of $1,000.

F.       Sinking Fund

              The Senior Notes will not be subject to any sinking fund.

G.       Miscellaneous

              No reference herein to the Indenture and no provision of this
     Security or of the Indenture shall alter or impair the obligation of
     the Company, which is absolute and unconditional, to pay the principal
     of and interest on this Security at the time, place and rate, and in
     the coin or currency, herein and in the Indenture prescribed.

              Any money that the Company deposits with the Trustee or any
     Paying Agent or that the Company holds in trust for the payment of
     principal or any interest on this Senior Note that remains unclaimed
     for two years after the date upon which the principal and interest are
     due and payable, will be repaid to the Company on May 31 of each year
     or (if then held by the Company) discharged from the trust. After that
     time, unless otherwise required by mandatory provisions of any
     unclaimed property law, the holder of this Security will be able to
     seek any payment to which such holder may be entitled to collect only
     from the Company.

              As provided in the Indenture and subject to certain
     limitations therein set forth, the transfer of this Security is
     registrable in the Security Register, upon surrender for transfer of
     this Security at the office or agency of the Company designated for
     such purpose, duly endorsed by, or accompanied by a written instrument
     of transfer in form satisfactory to the Company or the Security
     Registrar and duly executed by, the holder hereof or his attorney duly
     authorized in writing, and thereupon one or more new Securities of the
     same series as the Security presented for a like aggregate amount,
     will be issued to the designated transferee or transferees. No service
     charge shall be made for any such exchange or registration of
     transfer, but the Company will require payment of a sum sufficient to
     cover any tax or other governmental charge payable in connection
     therewith.

              Prior to due presentment of this Security for registration of
     transfer, the Company, the Trustee, any Paying Agent and the Security
     Registrar may deem and treat the Person in whose name this Security is
     registered as the absolute owner hereof for all purposes, whether or
     not this Security be overdue and notwithstanding any notice of
     ownership or writing thereon made by anyone other than the Security
     Registrar, and neither the Company nor the Trustee nor any Paying
     Agent nor the Security Registrar shall be affected by notice to the
     contrary.

              The Senior Notes are issuable only in registered form without
     coupons in denominations of $1,000 and any integral multiple thereof.
     As provided in the Indenture and subject to certain limitations
     therein set forth, Senior Notes are exchangeable for a like aggregate
     principal amount of Senior Notes of a different authorized
     denomination, as requested by the holder surrendering the same upon
     surrender of the Senior Note or Senior Notes to be exchanged at the
     office or agency of the Company.

              No recourse shall be had for payment of the principal of or
     interest on this Security, or for any claim based hereon, or otherwise
     in respect hereof, or based on or in respect of the Indenture, against
     any incorporator, stockholder, officer or director, past, present or
     future, as such, of the Company or of any predecessor or successor
     corporation, whether by virtue of any constitution, statute or rule of
     law, or by the enforcement of any assessment or penalty or otherwise,
     all such liability being, by the acceptance hereof and as part of the
     consideration for the issuance hereof, expressly waived and released.

              Unless the certificate of authentication hereon has been
     executed by the Trustee by manual signature, this Security shall not
     be entitled to any benefit under the Indenture or be valid or
     obligatory for any purpose.

              This Security shall be deemed to be a contract made under the
     internal laws of the State of New York, and for all purposes shall be
     construed in accordance with the laws of the State of New York.