Fred Sklow a director with Standard & Poor's in New York, which put Kemper's "single-A" financial strength ratings on CreditWatch last month, reacted favorably to the move. In putting the firm on watch, S&P had cited concerns about statutory capital deterioration, reserve adequacy for asbestos and environmental claims and challenges with restructuring operations.

Mr. Sklow called the sale "a positive move for Kemper. "This is an area they don't want to be in," he said.

He estimated that provisions in the purchase arrangement concerning the renewal business could mean another $20 million for Kemper.

The Kemper's Individual and Family Group business unit involved in the sale specializes in the sale of personal automobile and homeowners' insurance through independent agents.

Unitrin said in addition to the $45 million the price would include 1 percent of premiums written over a three-year period beginning Jan. 1, 2003.

Trinity will purchase the assets of the IFG unit but all pre-closing liabilities of IFG, including policy reserves and unearned premium reserves, will remain with Kemper.

Unitrin said it will also acquire the stock of Kemper's direct distribution personal lines subsidiaries, which sell personal automobile insurance to consumers over the Internet.

Kemper, Unitrin said, will be eligible for performance bonuses if the business meets certain loss ratio criteria over the same three years. The ratio figure was not disclosed.

Mr. Sklow said how the business does would be a key factor in how the agreement plays out for Kemper.

Kemper will have liability for policies issued prior to the closing. Trinity will be entitled to premiums written for substantially all policies issued or renewed after the closing and will be liable for their losses and expenses.

In addition, Trinity will administer on behalf of Kemper all policies issued prior to the closing.

The transaction, Unitrin said, is expected to close this summer.

Richard C. Vie, Unitrin's chairman and chief executive officer said the acquisition will give his company, "greater reach and size in an industry where economies of scale are increasingly important.''

In addition, Donald G. Southwell, Unitrin president and chief operating officer, said, "We value the management team, employees, technology and agent relationships of Kemper's personal lines operation and believe it has excellent prospects for future growth and profitability.''

Unitrin "is serious about growing its personal lines presence and will allow us to proceed with our technology-centered business strategy that our agents have strongly endorsed," commented Dale S. Hammond, President of the IFG unit.

Unitrin's subsidiaries are engaged in property-casualty insurance, life and health insurance and consumer finance. Unitrin said it has in excess of $7 billion in assets, nearly 7,700 employees and had consolidated revenues in 2001 of more than $2.5 billion.

Last year Unitrin wrote $570 million in property-casualty multi-lines and $347 million in specialty lines.