Unitrin Buying Direct Response

J.C. Flowers & Co. and Metalmark Capital have agreed to sell Direct Response Corp. to an affiliate of Unitrin Inc. (NYSE:UTR) for approximately $220 million. Direct Response is a Meriden, Conn.-based seller of personal automobile insurance.

PRESS RELEASE

Unitrin, Inc. (NYSE:UTR) announced today that its subsidiary, Trinity Universal Insurance Company (“Trinity”), has entered into a definitive agreement to acquire Direct Response Corporation and its subsidiaries (“Direct Response”). Trinity will acquire Direct Response in a cash transaction valued at approximately $220 million, subject to certain purchase price adjustments. The parties expect to close the transaction in the fourth quarter of 2008, subject to timely approvals by insurance regulators and the satisfaction of other customary closing conditions.

Direct Response is based in Meriden, Connecticut and specializes in the sale of personal automobile insurance directly to consumers under both the Response Insurance and Teachers Insurance Plan brand names. For the year ended December 31, 2007, Direct Response recorded direct written premiums of approximately $147 million.

Donald G. Southwell, Unitrin's Chief Executive Officer, said: “We are extremely pleased at the prospect of Direct Response joining the Unitrin family of companies. This acquisition underscores our commitment to grow our direct to consumer personal lines distribution channel. Direct Response will continue to market its products under the Response Insurance and Teachers Insurance Plan brand names and will be reported as part of the Unitrin Direct business segment.”

Unitrin is a financial services company focused on creating shareholder value by providing a diverse array of insurance and automobile finance products and services for individuals, families and small businesses.

Among the brands in Unitrin's Property and Casualty Insurance businesses are Kemper