UNITRIN, INC. NON-QUALIFIED DEFERRED COMPENSATION PLAN

Exhibit 10.14

UNITRIN, INC.

NON-QUALIFIED DEFERRED COMPENSATION PLAN

As Amended and Restated Effective January 1, 2009

TABLE OF CONTENTS

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UNITRIN, INC.

NON-QUALIFIED DEFERRED COMPENSATION PLAN

The Unitrin, Inc. Non-Qualified Deferred Compensation Plan (the “Plan”) was adopted effective January 1, 2002 and was amended and restated effective January 1, 2008 to comply with Code Section 409A. The Plan is now further amended and restated effective January 1, 2009 to clarify the operation of the Plan and its compliance with Code Section 409A.

The purpose of the Plan is to provide a benefit to directors who are not employees of Unitrin, Inc. and select executives of Unitrin, Inc. or one of its subsidiaries. Plan Participants are allowed the opportunity to elect to defer a portion of their Eligible Compensation (as defined in Section 1.14) to some future period. The Plan is intended to be an unfunded “top hat plan” exempt from certain provisions of ERISA.

ARTICLE I

DEFINITIONS

1.1 General . For purposes of the Plan, the following terms, when capitalized, will have the following meanings. The masculine pronoun wherever used herein will include the feminine gender, the singular number will include the plural, and the plural will include the singular, unless the context clearly indicates a different meaning.

1.2 “ Account ” means the aggregate of a Participant’s bookkeeping sub-accounts established pursuant to Section 5.1.

1.3 “ Administrative Committee ” means the Administrative Committee of the Unitrin, Inc. 401(k) Savings Plan.

1.4 “ Affiliated Company” or “Affiliate ” means any corporation, trade or business entity which is a member of a controlled group of corporations, trades or businesses of which the Company is also a member, as provided in Code Sections 414(b) or (c).

1.5 “ Beneficiary Designation Form ” means a written document, the form of which the Company shall determine from time to time, on which a Participant shall have the right to designate a beneficiary.

1.6 “ Board ” means the Board of Directors of the Company.

1.7 “ Bonus Compensation ” means the annual formula and annual discretionary management bonuses earned in a given year and generally paid in the following year. Bonus Compensation does not include other bonuses such as a relocation bonus, a hiring bonus or other periodic bonuses.

1.8 “ Change of Control ” means Change of Control as defined in Section 4.3.

1.9 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder.

1.10 “ Committee ” means the Compensation Committee of the Board.

1.11 “ Company ” means Unitrin, Inc., a Delaware corporation, or, to the extent provided in Section 10.9, any successor corporation or other entity resulting from a reorganization, merger or consolidation into or with the Company, or a transfer or sale of substantially all of the assets of the Company.

1.12 “ Deferral Election ” means the following: (a) for Employee Participants, an election to defer all or part of such Participant’s Regular Base Salary or such Participant’s Bonus Compensation, all pursuant to Section 3.1, and (b) for Outside Director Participants, an election to defer Director Fees pursuant to Section 3.1. A Participant’s Deferral Election shall also include an election by the Participant specifying the calendar year in which payments shall commence and the method of payment with respect to the payout of all future benefits attributable to deferrals for the Plan Year.

1.13 “ Director Fees ” means the cash fees Outside Directors earn.

1.14 “ Eligible Compensation ” means Regular Base Salary, Bonus Compensation or Director Fees.

1.15 “ Eligible Employees ” means a select group of management employees of the Company or an Affiliate.

1.16 “ Employee Participant ” means with respect to any Plan Year, an Eligible Employee who has been designated in writing as a Participant pursuant to Section 2.1.

1.17 “ Employer ” means the Company and its Affiliates.

1.18 “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.

1.19 “ 401(a)(17) Limit ” means the amount of compensation which may be considered by a plan sponsor for purposes of determining benefits under a qualified retirement plan. This amount is automatically adjusted annually by the Secretary of the Treasury for increases in the cost-of-living and such adjustment shall automatically be taken into account by the Plan.

1.20 “ Investment Preference Form ” means a written document, the form of which the Company shall determine from time to time, on which a Participant shall communicate his or her investment preference.

1.21 “ Outside Directors ” mean the directors of the Board who are not employees of the Company.

1.22 “ Outside Director Participant ” means with respect to any Plan Year, a Participant who is an Outside Director for that Plan Year.

1.23 “ Participation Date ” means the date on which an Eligible Employee or an Outside Director is eligible to participate in the Plan, as set forth in Section 2.2.

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1.24 “ Participant ” means an Employee Participant or an Outside Director Participant.

1.25 “ Plan ” means the Unitrin, Inc. Non-Qualified Deferred Compensation Plan.

1.26 “ Plan Administrator ” means the Committee.

1.27 “ Plan Year ” means any calendar year during which the Plan is in effect.

1.28 “ Regular Base Salary ” means the annual scheduled base salary, excluding, without limitation, stock option income, severance pay, and income included in pay due to fringe benefits.

1.29 “ Regulations ” means the regulations, as amended from time to time, which are issued under Code Section 409A.

1.30 “ Separation from Service ” means the Participant’s termination from employment from the Employer, subject to the following and other provisions of the Regulations:

(a) The employment relationship is treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the individual retains a right to reemployment with the Employer under an applicable statute or by contract. A leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Employer. If the period of leave exceeds six months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first day immediately following such six-month period.

(b) In determining whether a Separation from Service has occurred, the following presumptions, which may be rebutted as provided in the Regulations, shall apply:

(i) A Participant is presumed to have separated from service where the level of bona fide services performed decreases to a level equal to 20% or less of the average level of services performed by the Participant during the immediately preceding 36-month period.

(ii) A Participant will be presumed not to have separated from service where the level of bona fide services performed continues at a level that is 50% or more of the average level of services performed by the Participant during the immediately preceding 36-month period.

No presumption applies to a decrease in the level of bona fide services performed to a level that is more than 20% but less than 50% of the average level of bona fide services performed during the immediately preceding 36-month period. If a Participant had not performed services for the Employer for 36 months, the full period that the Participant has performed services for the Employer shall be substituted for 36 months.

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(c) For purposes of this Section, the term “Employer” has the meaning set forth in Section 1.17 provided that the following shall apply in determining whether a person is an Affiliate as defined in Section 1.4:

(i) In applying Code Sections 1563(a)(1), (2) and (3) for purposes of determining a controlled group of corporations under Code Section 414(b), the phrase “at least 50 percent” shall be used instead of “at least 80 percent” each place it appears in Code Sections 1563(a)(1), (2) and (3); and

(ii) In applying Treas. Reg. Section 1.414(c)-2 for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Code Section 414(c), “at least 50 percent” is used instead of “at least 80 percent” each place it appears in Treas. Reg. Section 1.414(c)-2.

(d) In the event of the sale or other disposition of assets by the Company or an Affiliate (the “ Seller ”) to an unrelated service recipient (the “ Buyer ”), the Seller and the Buyer may specify whether a Separation from Service has occurred for a Participant who would otherwise experience a Separation from Service with the Seller, in accordance with the rules set forth in Section 1.409A-1(h)(4) of the Regulations.

1.31 “ Trust ” means a so-called “rabbi trust,” the assets of which shall remain, for all purposes, a part of the general unrestricted assets of the Company.

1.32 “ Valuation Date ” means each day that the New York Stock Exchange is open for business. The determination of the Valuation Date as of which changes in investment preferences under the Plan are effected shall be made in accordance with rules and procedures established by the Company.

ARTICLE II

ELIGIBILITY

2.1 Eligibility . The Board may, in its discretion, or an Affiliate may, in its discretion and subject to the approval of the Board, designate in writing any Eligible Employee as a Participant who is eligible to participate in the Plan. An Outside Director is automatically eligible to participate in the Plan.

2.2 Participation Date and Notice . An Eligible Employee designated as a Participant pursuant to Section 2.1 shall become a Participant as of the first day of the Plan Year following such designation. An Outside Director shall become a Participant as of the date he or she is elected a director of the Board. The date that an Eligible Employee or Outside Director is eligible to participate in the Plan shall be known as the Participation Date. The Company will provide the Participant with notice of the Participant’s Participation Date and the forms needed to make an election pursuant to Section 3.2 as soon as reasonably practicable after the Company is informed of a Participant’s Participation Date.

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ARTICLE III

DEFERRALS

3.1 Deferral Amounts . Participants may elect to defer Eligible Compensation subject to the limits described below. A separate election for Regular Base Salary, Bonus Compensation and Director Fees must be made. Outside Director Participants may elect to defer up to 100% of their Director Fees. Employee Participants may elect to defer up to 100% of their Regular Base Salary in excess of the 401(a)(17) Limit in effect for the year of payment. Employee Participants may also elect to defer up to 100% of their Bonus Compensation to the extent that Bonus Compensation plus non-deferred Regular Base Salary is in excess of the 401(a)(17) Limit in effect for the year in which such bonus is earned, instead of for the year of payment.

3.2 Deferral Election . The Company shall provide each Participant, upon becoming a Participant and thereafter annually, with a Deferral Election to be filed by the Participant, in accordance with such procedures as may be established by the Company but subject to the following:

(a) An Employee Participant desiring to participate in the Plan must file with the Company a Deferral Election prior to the beginning of the Plan Year to which it pertains, at which time the election shall become irrevocable. Such Deferral Election shall be effective on the first day of the Plan Year following the filing thereof.

(b) A Director Participant desiring to participate in the Plan must file with the Company an initial Deferral Election within 30 days (or such lesser number of days as the Company shall determine) following such Participant’s Participation Date at which time the election shall become irrevocable. Such initial election shall be effective commencing with the first day of the first month following such filing. Thereafter, a Deferral Election must be filed by a Director Participant prior to the beginning of the Plan Year to which it pertains, at which time the election shall become irrevocable. Such Deferral Election shall be effective on the first day of the Plan Year following the filing thereof.

(c) In no event shall a Participant be permitted to defer Eligible Compensation for any period that has commenced prior to the date on which the Plan is effective or the date on which a Deferral Election is signed by the Participant and accepted by the Company.

(d) Upon receipt of a properly completed and executed Deferral Election, the Company shall notify the payroll department of the Participant’s Employer to withhold that portion of the Participant’s Eligible Compensation specified in the agreement. All amounts shall be withheld ratably throughout the Plan Year except for any bonus amounts which shall be withheld in a single lump sum. In no event shall the Participant be permitted to defer more than the amount specified by the Plan.

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ARTICLE IV

FUNDING

4.1 Unsecured Obligation . Individual Participant deferrals of Eligible Compensation and the hypothetical investment earnings/losses thereon shall be reflected in book entries maintained by or on behalf of the Company, as set forth in Section 5.1. The existence of such book entries shall not create a trust of any kind, or a fiduciary relationship between the Company, any third party record keeper and the Participant, his or her designated beneficiary, or other beneficiaries provided for under the Plan. The bookkeeping entries represent an unsecured obligation of the Company to pay deferred Eligible Compensation and the investment earnings/losses thereon to a Participant at a future date.

4.2 Discretionary Rabbi Trust . If the Company so determines, in its sole discretion, payments to a Participant or his or her designated beneficiary or any other beneficiary hereunder may be made from assets held in a Trust. No person shall have any interest in such assets by virtue of the Plan. The Company’s obligations hereunder shall be an unfunded and unsecured promise to pay money in the future. Any Participant having a right to receive payments pursuant to the provisions of the Plan shall have no greater rights than any unsecured general creditor of the Company in the event of the Company’s insolvency or bankruptcy, and no person shall have nor acquire any legal or equitable right, claim or interest in or to any property or assets of the Company. In no event shall the assets accumulated in the Trust be construed as creating a funded plan under the applicable provisions of ERISA, or under the Code, or under the provisions of any other applicable statute or regulation.

4.3 Change in Control .

(a) Upon a Change of Control the Company shall, as soon as possible, but in no event longer than 30 days following the Change of Control, make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Participant or beneficiary the benefits to which such Participant(s) or their beneficiaries would be entitled pursuant to the terms of the Plan as of the date on which the Change of Control occurred. For purposes of the Plan “Change of Control” shall mean the occurrence of any of the following events: