Form of Multi-Year Incentive Award Agreement



 Exhibit 10.3 
 Unitrin, Inc. 2009 Performance Incentive Plan 
 MULTI-YEAR INCENTIVE AWARD AGREEMENT 

 This MULTI-YEAR INCENTIVE AWARD AGREEMENT (“Agreement”) is made as of this
             day of             , 2         (“Grant Date”)
between [EMPLOYER NAME] (the “Company”), and «Name» (the “Participant”), and its effectiveness is contingent upon receipt of shareholder approval at the Unitrin, Inc. 2009 Annual Meeting of Shareholders of the
provisions of the 2009 Performance Incentive Plan which apply to the award granted under this Agreement. 
 SIGNATURES

 As of the date set forth above, the parties have executed this Agreement, including Exhibit A: 
  

							
	COMPANY	 		 	PARTICIPANT
				
	 By:
	 	  
	 		 	  

		 	«Authorized Officer»	 		 	«Name»

 By his or her signature below, the spouse of the Participant agrees to be bound by all of the
terms and conditions of the foregoing Award Agreement. 
  

							
		 		 	  

				
		 		 		 	  

		 		 		 	Print Name

 RECITALS 
 A. The Compensation Committee of the Board of Directors of Unitrin, Inc. (the “Committee”) has adopted the 2009 Performance Incentive Plan,
including any and all amendments to date (the “Plan”). 
 B. The Plan provides for the granting of annual and multi-year incentive
awards to selected employees of Unitrin, Inc. or any of its affiliates. 
  

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 NOW, THEREFORE, the parties hereto agree as follows: 
 1. Grant. The Company grants to the Participant a multi-year incentive award on the terms and conditions hereinafter set forth (the
“Award”), subject to the provisions set forth on Exhibit A. 
 2. Vesting and Forfeiture. 
 (a) Performance Period. The Performance Period (the “Performance Period”) for this Award shall be the three-year period
ending on the December 31 preceding the three-year anniversary of the Grant Date. Subject to the forfeiture and early vesting provisions referenced in Section 2(b) below, the Award will vest on the last day of the Performance Period only
to the extent set forth and in accordance with the terms of Exhibit A hereto with regard to the performance condition(s) referenced therein. 
 (b) Forfeiture or Early Vesting upon Retirement, Death, Disability or Other Events. During the Performance Period, the Award may be subject to forfeiture or early vesting upon the termination of the
Participant’s employment due to retirement, death, disability or other events in accordance with the provisions of Articles 6 or 11 of the Plan, which are incorporated in and made a part of this Agreement. 
 3. Withholding of Taxes. The Company shall withhold from any payouts under the Award the amounts the Company is required to withhold to
satisfy any applicable tax withholding requirements based on minimum statutory withholding rates for federal and state tax purposes, including any payroll taxes. 
 4. No Assignment or Other Transfer. Neither this Agreement, the Award or any rights and privileges granted hereby may be transferred, assigned, pledged or hypothecated in any way, whether by operation of
the law or otherwise, except by will or the laws of descent and distribution. Without limiting the generality of the preceding sentence, no rights or privileges granted hereby may be assigned or otherwise transferred to the spouse or former spouse
of the Participant pursuant to any divorce proceedings, settlement or judgment. Any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this Agreement, the Award or any other rights or privileges granted hereby contrary to the
provisions hereof shall be null and void and of no force or effect. 
 5. Participation by Participant in Other Company Plans.
Nothing herein contained shall affect the right of the Participant to participate in and receive benefits under and in accordance with the then current provisions of any retirement plan or employee welfare benefit plan or program of the Company or
of any subsidiary or affiliate of the Company, subject in each case, to the terms and conditions of any such plan or program. 
  

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 6. Not an Employment or Service Contract. Nothing herein contained shall be construed as an
agreement by the Company or any of its subsidiaries or affiliates, expressed or implied, to employ the Participant, to restrict the right of the Company or any of its subsidiaries or affiliates to discharge the Participant or to modify, extend or
otherwise affect in any manner whatsoever, the terms of any employment agreement which may exist between the Participant and the Company or any of its subsidiaries or affiliates. 
 7. Agreement Subject to Award Plan. The Award hereby granted is subject to, and the Company and the Participant agree to be bound by, all
of the terms and conditions of the Plan, as the same may be amended from time to time hereafter in accordance with the terms thereof, but no such amendment shall adversely affect the Participant’s rights under this Agreement without the prior
written consent of the Participant. To the extent that the terms or conditions of this Agreement conflict with the terms or conditions of the Plan, the Plan shall govern. 
 8. Arbitration. All disputes related to this Agreement or any Award granted hereunder, shall be submitted to binding arbitration with the American Arbitration Association (“AAA”) pursuant to
the AAA Employment Arbitration Rules and Mediation Procedures (“AAA Rules”). A copy of the AAA Rules is available to the Participant upon written request to the Director of Human Resources, Unitrin Services Company, at One East Wacker
Drive, Chicago, Illinois 60601 (or such other address as the Company may specify from time to time), or may be obtained online at: www.adr.org. 
 To initiate arbitration, either party must file a Demand for Arbitration (“Demand”) in the manner described in the AAA Rules. After a demand has been filed and served, either party may request that the
dispute initially be mediated pursuant to the AAA Rules. If mediation does not fully resolve the dispute, then the matter will be subject to arbitration before a single arbitrator who shall have the power to award any types of legal or equitable
relief available in a court of competent jurisdiction, including, but not limited to, attorneys’ fees and costs, to the extent such relief is available under applicable law, and all defenses that would be applicable in a court of competent
jurisdiction shall be available. All administrative costs of arbitration (including reimbursement of filing fees) and the fees of the arbitrator will be paid by the Company. 
 9. Execution. This Agreement has been executed and delivered as of the day and year first above written at Chicago, Illinois, and the
interpretation, performance and enforcement of this Agreement shall be governed by the laws of the state of Illinois without application of its conflicts of laws principles. 
 10. Miscellaneous. This Agreement, together with the Plan, is the entire agreement of the parties with respect to the Award granted hereby
and may not be amended except in a writing signed by both the Company and the Participant. 
  

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 Exhibit A 
 To Multi-Year Incentive Award Agreement 
 Overview: This Exhibit A sets forth the terms that
will determine the amount of the cash payout, if any, that the Participant may be entitled to receive pursuant to the Award based on the achievement of the applicable performance goals measured over the Performance Period. 
 Performance Period: January 1, 2009 through December 31, 2011 
 Target Bonus Percentage: The applicable Target Bonus Percentage for the Award is set forth in Table 1 below, under the heading “Target”.
The Target Bonus Percentage is expressed as a percentage of the Participant’s Base Salary, as defined herein. 
 Threshold, Target
and Maximum performance levels: The applicable Threshold, Target and Maximum levels of performance for the Award are set forth below. 
  

							
	Table 1. Performance Levels
				
	 Type of Award
	 	 Threshold
	 	 Target
	 	 Maximum

		 	        %	 	        %	 	        %

 Base Salary: Base Salary shall be calculated by computing a simple average of the
Participant’s annual base salary in effect as of April 1 during each year of the Performance Period. 
 Performance Measures:
The performance measures applicable to this Award are Revenue Growth and Return on Equity, as defined herein. The performance goals for each applicable measure are shown in the Performance Matrix in Exhibit A-1, which shows Return on Equity on
the X axis and Revenue Growth on the Y axis. 
 Revenue Growth: Revenue Growth is defined as the three-year compound annual growth
rate, calculated as [(A/B)^(1/3)-1], where A = Total Revenues excluding Net Realized Investment Gains or Losses as reported in the 2011 Unitrin Annual Report on Form 10-K (“Annual Report”) and B = Total Revenues excluding Net Realized
Investment Gains or Losses as reported in the 2008 Annual Report. 
 Return on Equity: Return on Equity is defined as the return on
average shareholders’ equity, which shall be computed by dividing the sum of GAAP Net Income as reported in the Annual Reports for each of the three years in the Performance Period by the sum of the Average Shareholders’ Equity for each of
the three years. Average Shareholders’ Equity is defined as the simple average of Total Shareholders’ Equity as reported in the Annual Reports for the beginning and end of year for each year in the Performance Period. 
 Target Multiplier: At the end of the Performance Period, the Participant will be assigned a Target Multiplier, which is derived from the
Performance Matrix in Exhibit A-1 based on achievement of the performance goals. For performance between points on the Performance Matrix, the Target Multiplier will be interpolated on a straight-line basis. 
 Award Percentage: The Target Multiplier will be applied against Participant’s Target Bonus Percentage to determine the Award Percentage for
the Participant. 
 Award Calculation: The determination of the amount of the payout, if any, under the Award will be calculated by
multiplying the Participant’s Award Percentage by the Participant’s Base Salary. The calculation formulas are illustrated below. 
 Target Multiplier * Participant’s applicable Target Bonus Percentage = Award Percentage 
 Award Percentage * Base Salary = Final Cash Award payable under the Plan 
  

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 Illustrative Example: Below is an illustrative example of a calculation for a potential payout
under the Award for a sample participant with a Base Salary of $100,000. 
  

									
	Table 2. Illustrative Example:
					
	 Example of
 Individual Target
 Bonus Percentage
 from Table 1
	 	 Example of Target
Multiplier interpolated
 from Performance
 Matrix
	 	 Example of Total
 Award Percentage
 (AxB)
	 	 Example of
 Base Salary
	 	 Example of Estimated
 final Cash Award payable
under the Plan (CxD)

	A	 	B	 	C	 	D	 	E
	50.0%	 	120%	 	60%	 	100,000	 	60,000

 Adjustments: The Compensation Committee of the Unitrin, Inc. Board of Directors may, in its
discretion, make adjustments to the established performance goals applicable to this Award to reflect changes to the job responsibilities of the Participant or the structure of the Company or its Affiliates that relate directly to such established
performance goals for all or a portion of the applicable Performance Period; provided, however, that no such adjustment shall be made to an Award to an employee whose compensation is subject to Section 162(m) of the Internal Revenue Code of
1986, as amended, if such adjustment would cause the compensation payable under the Award to fail to qualify as performance-based compensation under Section 162(m). 
  


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