Exhibit 25.1
 
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM T-1
 
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
 
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)           |__|
___________________________
 
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
 
 
(Jurisdiction of incorporation
if not a U.S. national bank)
 
95-3571558
(I.R.S. employer
identification no.)
700 South Flower Street
Suite 500
Los Angeles, California
(Address of principal executive offices)
 
 
90017
(Zip code)
 
___________________________
 
UNITRIN, INC.
(Exact name of obligor as specified in its charter)
 
Delaware
(State or other jurisdiction of
incorporation or organization)
95-4255452
(I.R.S. employer
identification no.)
 
One East Wacker Drive
Chicago, Illinois
(Address of principal executive offices)
 
 
60601
(Zip code)
___________________________
 
 
Debt Securities
(Title of the indenture securities)
 
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1.
General information.  Furnish the following information as to the trustee:
 
   
(a)
Name and address of each examining or supervising authority to which it is subject.

 
Name
Address
Comptroller of the Currency
United States Department of the Treasury
 
Washington, DC 20219
Federal Reserve Bank
San Francisco, CA 94105
 
Federal Deposit Insurance Corporation
 
Washington, DC 20429
 
 
 
 
(b)
Whether it is authorized to exercise corporate trust powers.
 
 
Yes.
 
 
2.
Affiliations with Obligor.
 
 
If the obligor is an affiliate of the trustee, describe each such affiliation.
 
 
None.
 
 
16.
List of Exhibits.
 
 
 
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

 
1.
A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).
 
 
2.
A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
 
 
3.
A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).
 
 
 
 
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4.
A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).
 
 
6.
The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).
 
 
7.
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
 


 
 
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SIGNATURE
 
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 27th day of October, 2010.
 
 
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
 
 
By:  /S/   J. BARTOLINI                  
Name:    J. BARTOLINI
Title:     VICE PRESIDENT
 

 

 
 
 
 

 
 
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EXHIBIT 7
 

 
Consolidated Report of Condition of
 
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
 
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017
 

 
At the close of business June 30, 2010, published in accordance with Federal regulatory authority instructions.
 

 
 
Dollar Amounts
 
in Thousands
ASSETS
 
  
Cash and balances due from
  
depository institutions:
  
 
Noninterest-bearing balances
  and currency and coin
 
3,097
 
Interest-bearing balances
  1,319
Securities:
  
 
Held-to-maturity securities
12
 
Available-for-sale securities
  647,932
Federal funds sold and securities
  
 
purchased under agreements to resell:
Federal funds sold
 
112,000
 
Securities purchased under agreements to resell
0
Loans and lease financing receivables:
  

 
 
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Loans and leases held for sale
0
 
Loans and leases,
  
 
  net of unearned income                                                      0
  
 
LESS: Allowance for loan and
  
 
lease losses                                                                         0
  
 
Loans and leases, net of unearned
  
 
  income and allowance
0
Trading assets
0
Premises and fixed assets (including
  
 
capitalized leases)
10,065
Other real estate owned
0
Investments in unconsolidated
  
 
subsidiaries and associated
  
 
companies
1
Direct and indirect investments in real estate ventures
0
Intangible assets:
  
 
Goodwill
856,313
 
Other intangible assets
230,506
Other assets
  161,731
Total assets
$2,022,976

 
 
 
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LIABILITIES
 

 
Deposits:
  
 
In domestic offices
559
 
       Noninterest-bearing                                                   559
  
 
       Interest-bearing                                                             0
  
 
Not applicable
  
Federal funds purchased and securities
  
 
sold under agreements to repurchase:
  
 
Federal funds purchased
0
 
Securities sold under agreements to repurchase
0
Trading liabilities
0
Other borrowed money:
  
 
(includes mortgage indebtedness
  
 
and obligations under capitalized
  
 
leases)
268,691
Not applicable
  
Not applicable
  
Subordinated notes and debentures
0
Other liabilities
216,295
Total liabilities
  485,545
Not applicable
  

 

 
EQUITY CAPITAL
 

 
Perpetual preferred stock and related surplus
Common stock
0
1,000
Surplus (exclude all surplus related to preferred stock)
1,121,520
Not  available
    Retained earnings
 
 
412,936
    Accumulated other comprehensive income
1,975
Other equity capital components
0
 
 
 
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Not available
  
    Total bank equity capital
1,537,431
    Noncontrolling (minority) interests in consolidated subsidiaries
0
Total equity capital
1,537,431
Total liabilities and equity capital
2,022,976

 

 
I, Karen Bayz, Managing Director of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
 

 
 
Karen Bayz
)
Managing Director

 

 
We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
 

 
 
Troy Kilpatrick, President
)
 
  
 
Frank P. Sulzberger, MD
)
Directors (Trustees)
 
 
William D. Lindelof, MD
)
  

 
 
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