Common use of Issuance of Right Certificates Clause in Contracts

Issuance of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth Business Day after the Stock Acquisition Date (or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempted Person) of, or of the first public announcement of the intention of such Person (other than an Exempted Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempted Person) becoming an Acquiring Person (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates representing the Common Stock registered in the names of the holders thereof (or by Book Entry shares in respect of such Common Stock) and not by separate Right Certificates (as defined below), and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage‑prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) In connection with the adoption of the Original Rights Agreement, the Company sent a copy of a Summary of Rights to Purchase Shares of Preferred Stock (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Common Stock and holder of Book Entry shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as the address at which such holder has consented to receive notice. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights associated with such shares will be evidenced by the share certificate for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the Summary of Rights, in substantially the form of Exhibit C hereto. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock or Book Entry shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry shares. (c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially to the effect of the following: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Second Amended and Restated Section 382 Rights Agreement between CNO Financial Group, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent, dated as of November 13, 2014 as the same may be amended, supplemented or otherwise modified from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of CNO Financial Group, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. CNO Financial Group, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable. With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.

Issuance of Right Certificates. 3.1 From the date hereof until the earlier of (a) Until the Close of Business on the earlier of (i) the tenth Business Day calendar day after the Stock Acquisition Date or (or, if the Stock Acquisition Date occurs before the Record Date, b) the Close of Business on the Record Date) or (ii) the tenth Business Day (or such later date other calendar day, if any, as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personmay determine in its sole discretion) after the date of the commencement by any Person (other than an Exempted Person) of, or of the first public announcement of the intention of such Person (other than an Exempted Person) to commence, a tender or exchange offer the consummation of which would result in by any Person (Person, other than an Exempted Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) becoming an Acquiring of the Exchange Act, or any successor rule, if, upon consummation thereof, such Person would be the Beneficial Owner of 20% or more of the Common Shares then outstanding (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the “"Distribution Date”"), (xi) the Rights will be evidenced (subject to the provisions of Section 3(b) 3.2 hereof) by the certificates representing for the Common Stock of the Company registered in the names of the holders thereof of the Common Stock of the Company (or by Book Entry shares in respect which certificates for Common Stock of such Common Stockthe Company shall be deemed also to be certificates for Rights) and not by separate Right Certificates (as defined below)certificates, and (yii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common StockStock of the Company. The Company shall give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, and receipt of written notice of the Company will prepare and executeDistribution Date from the Company, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedat the Company's expense, send) , by first-class, postage‑prepaid insured, postage prepaid mail, to each record holder of the Common Stock of the Company as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of Exhibit B hereto (a “the "Right Certificate”Certificates"), evidencing one Right (for each share of Common Stock of the Company so held, subject to adjustment as provided herein) for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock of the Company has been made pursuant to Section 11 or 13 11.15 hereof, at the time of distribution of the Right Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a14.1 hereof) hereof)at the time of distribution of the Right Certificates, so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) In connection with 3.2 With respect to certificates for the adoption Common Stock of the Original Rights Agreement, the Company sent a copy of a Summary of Rights issued prior to Purchase Shares of Preferred Stock (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Common Stock and holder of Book Entry shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as the address at which such holder has consented to receive notice. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights associated with such shares will be evidenced by such certificates for the share certificate for such shares of Common Stock registered in the names of the holders thereof Company on or until the Distribution Date (or the Book Entry sharesearlier redemption, in each case together with expiration or termination of the Summary Rights), and the registered holders of the Common Stock of the Company also shall be the registered holders of the associated Rights, in substantially the form of Exhibit C hereto. Until the Distribution Date (oror the earlier redemption, if earlier, expiration or termination of the Expiration DateRights), the surrender for transfer of any certificate of the certificates for the Common Stock or Book Entry shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry shares. (c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but Company outstanding prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially to the effect of the following: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Second Amended and Restated Section 382 Rights Agreement between CNO Financial Group, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent, dated as of November 13, 2014 as the same may be amended, supplemented or otherwise modified from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of CNO Financial Group, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. CNO Financial Group, Inc. will mail to the holder date of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable. With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that of the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with represented by such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rightscertificate.

Issuance of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth Business Day after the Stock Acquisition Date (or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempted Exempt Person) of, or of the first public announcement of the intention intent of such any Person (other than an Exempted Exempt Person) to commencecommence (which intention to commence remains in effect for five business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any Person (other than an Exempted Person) becoming an Acquiring Person be the Beneficial Owner of 25% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b3(c) hereof) by the certificates representing for the Common Stock registered in the names of the holders thereof (or by Book Entry shares in respect of such the Common Stock) Stock and not by separate Right Certificates (as defined below)Certificates, and (y) the Rights each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignmail, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage‑prepaid postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate Date, as shown by the records of an Acquiring Person)the Company, at to the address of such holder shown on the records of the Companysuch records, a Right Certificate, certificate in substantially the form of Exhibit B hereto (a “Right Certificate”), ) evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) In connection with On the adoption of the Original Rights AgreementRecord Date, or as soon as practicable thereafter, the Company sent will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock Stock, substantially in the form attached hereto as Exhibit C (the a “Summary of Rights”), by first-class, postage-postage prepaid mail, to each record holder of Common Stock and holder of Book Entry shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company Company. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the address at which such holder has consented Company’s treasury) after the Record Date and prior to receive noticethe earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock outstanding as of the Record Date, until the Distribution DateStock, the Rights associated with such shares will be evidenced by the share certificate such certificates for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the Summary of Rights, in substantially the form of Exhibit C hereto. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock or Book Entry shares outstanding on the Record Date, Date (with or without a copy of the Summary of RightsRights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry sharesthereby. (cd) Rights shall be Certificates issued in respect of all shares of for Common Stock issued or disposed of (including, without limitation, certificates issued upon disposition transfer or exchange of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesStock) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially to the effect of the followingfollowing legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Second Amended and Restated Section 382 Rights Agreement between CNO Financial GroupOxxxx.xxx, Inc. and American U.S. Stock Transfer & Trust Company, LLCCorp., as Rights Agent, dated as of November 1322, 2014 2002, as the same may be amended, supplemented or otherwise modified amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices office of CNO Financial GroupOxxxx.xxx, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. CNO Financial GroupOxxxx.xxx, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt by it of a written request therefor. Under certain circumstances, circumstances as set forth provided in the Rights Agreement, Rights issued to, beneficially owned by or transferred to any Person person who is or becomes an Acquiring Person (as defined in the Rights Agreement) or an Associate or Affiliate (as defined in the Rights Agreement) thereof and certain transferees thereof will become be null and void and will no longer be transferable. With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall shall, until the Distribution Date, be evidenced by such certificates or Book Entry shares alone, and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the earlier of the Distribution Date, the Redemption Date or the Expiration Date, any Rights associated with such shares of Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(cparagraph (d), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.

Issuance of Right Certificates. (a) Until From the Close date of Business on this Agreement until the earlier of (i) the Close of Business on the tenth Business Day calendar day after the Stock Acquisition Date (or, if the Stock Acquisition Date occurs before the Record Date, or (ii) the Close of Business on the Record Date) or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempted Person) of, or of the first public announcement of the intention of such Person (other than an Exempted Person) to commence, a tender or exchange offer the consummation of which would result in by any Person (Person, other than an Exempted Exempt Person, is first "published or sent or given" within the meaning of Rule 14d-2(a) becoming an Acquiring of the Exchange Act, or any successor rule, if, upon consummation thereof, that Person would be the Beneficial Owner of 9.8% or more of the Common Stock then outstanding (irrespective of whether including any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (the earlier of such dates being (i) and (ii), herein referred to as the “"Distribution Date”"), ; (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof)) by the certificates representing for the Common Stock registered in the names of the holders thereof of the Common Stock (or by Book Entry shares in respect of such which certificates for Common StockStock will be considered also to be certificates for Rights) and not by separate Right Certificates (as defined below)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying Common Stock. As soon as practicable after the Company has notified in writing the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, provided the Rights Agent will countersign, and with a list of the Company will send or cause to be sent record holders of the Common Stock (and together with all other necessary information); the Rights Agent will, if requestedat the Company's expense, send) send by first-class, postage‑prepaid postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company or the Company's transfer agent, a Right Certificateone or more certificates, in substantially the form of Exhibit B hereto (a “the "Right Certificate”Certificates"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held, subject to adjustment as provided herein. In the event that If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates11(o), the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof)at the time of distribution of the Right Certificates, so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As After the Close of and after Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) In connection With respect to certificates for the Common Stock issued prior to the Close of Business on the Record Date, the Rights will be evidenced by those certificates for the Common Stock on or until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding prior to the Close of Business on the Record Date will also constitute the transfer of the Rights associated with the adoption of Common Stock represented by such certificate. (c) As promptly as practicable following the Original Rights AgreementRecord Date, the Company sent will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock (in substantially the “Summary form of Rights”), by first-class, postage-prepaid mail, Exhibit C to each record holder of Common Stock and holder of Book Entry shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as the address at which such holder has consented to receive notice. With respect to shares of Company. (d) Certificates for all Common Stock outstanding as of issued after the Record Date, until the Distribution Date, the Rights associated with such shares will be evidenced by the share certificate for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the Summary of Rights, in substantially the form of Exhibit C hereto. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock or Book Entry shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry shares. (c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Dateredemption, expiration or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier termination of the Distribution Date Rights, will be considered also to be certificates for Rights, and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them will bear a legend (in addition to any other legends required by law or by the Company's governing documents), substantially to in the effect of the followingform set forth below: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Second Amended and Restated Section 382 a Shareholder Rights Agreement between CNO Financial GroupThornburg Mortgage, Inc. Inc., a Maryland corporation (the "Xxxxxny"), and American Stock Transfer & Trust Company, Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the "Rights Agent"), dated as of November 13January 25, 2014 as the same may be amended, supplemented or otherwise modified from time to time 2001 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference herein and a copy of which is on file at the principal executive offices of CNO Financial Group, Inc. Under certain circumstances, as set forth in the Company and the office of the Rights Agreement, Agent designated for such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificatepurpose. CNO Financial Group, Inc. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge to the holder of this certificate within five days after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, the Rights owned will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company may redeem the Rights at a redemption price of $0.01 per Right, subject to adjustment, under the terms of the Rights Agreement. Under certain circumstances, Rights issued to or transferred to held by Acquiring Persons or by any Person who is Affiliates or becomes an Acquiring Person Associates thereof (as defined in the Rights Agreement) ), and certain transferees thereof will any subsequent holder of such Rights, may become null and void. The Rights are not exercisable, and are void and will no longer be transferable. With respect to so long as held, by a holder in any Book Entry shares of Common Stock, such legend shall be included in a notice jurisdiction where the requisite qualification to the registered holder of such shares in accordance with applicable law. With respect issuance to such certificates containing the foregoing legendholder, or any notice the exercise by such holder, of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights in such jurisdiction has not been obtained. The Rights associated with the Common Stock represented by such certificates or Book Entry shares shall containing the foregoing legend will be evidenced by such those certificates alone until the Distribution Date (or Book Entry shares alonethe earlier redemption, expiration or termination of the Rights), and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall of those certificates will also constitute the transfer of the Rights associated with the Common Stock represented therebyby those certificates. In the event that If the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall will be deemed cancelled considered canceled and retired so that the Company shall is not be entitled to exercise any Rights associated with the shares of Common Stock which are that is no longer outstanding. Notwithstanding this Section 3(c), neither the omission of a legend nor the The failure to deliver print the notice foregoing legend on any certificate representing Common Stock or any defect therein will not affect in any manner whatsoever the application or interpretation of such legend required hereby shall affect the enforceability of any part of this Rights Agreement or the rights of any holder of the RightsSection 7 (e) .

Issuance of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth Business Day after the Stock Acquisition Date (or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempted Person) of, or of the first public announcement of the intention of such Person (other than an Exempted Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempted Person) becoming an Acquiring Person (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates representing the Common Stock registered in the names of the holders thereof (or by Book Entry shares in respect of such Common Stock) and not by separate Right Certificates (as defined below), and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage‑prepaid postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) In connection with the adoption of the Original Rights Agreement, the Company sent a copy of a Summary of Rights to Purchase Shares of Preferred Stock (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Common Stock and holder of Book Entry shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as the address at which such holder has consented to receive notice. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights associated with such shares will be evidenced by the share certificate for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the Summary of Rights, in substantially the form of Exhibit C hereto. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock or Book Entry shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry shares. (c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially to the effect of the following: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Second Amended and Restated Section 382 Rights Agreement between CNO Financial Group, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent, dated as of November 13December 6, 2014 2011 as the same may be amended, supplemented or otherwise modified from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of CNO Financial Group, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. CNO Financial Group, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable. With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.

Issuance of Right Certificates. (a) Until the Close of Business on the earlier of Distribution Date, (i) the tenth Business Day after the Stock Acquisition Date (or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempted Person) of, or of the first public announcement of the intention of such Person (other than an Exempted Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempted Person) becoming an Acquiring Person (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates representing the Common Stock Shares registered in the names of the record holders thereof (or by Book Entry shares in respect of such which certificates representing Common Stock) and not by separate Shares will also be deemed to be Right Certificates (as defined belowCertificates), and (yii) the Rights will be transferable only in connection with the transfer of the underlying Common StockShares and (iii) the surrender for transfer of any certificates evidencing Common Shares in respect of which Rights have been issued will also constitute the transfer of the Rights associated with the Common Shares evidenced by such certificates. As soon On or as promptly as practicable after the Distribution Record Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-first class, postage‑prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) In connection with the adoption of the Original Rights Agreement, the Company sent a copy of a Summary of Rights to Purchase Shares of Preferred Stock (the “Summary of Rights”), by first-class, postage-postage prepaid mail, to each record holder of Common Stock and holder of Book Entry shares Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as the address at which of such holder has consented to receive notice. With respect to shares date, a copy of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights associated with such shares will be evidenced by the share certificate for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the a Summary of Rights, Rights to Purchase Preferred Stock in substantially the form of attached as Exhibit C hereto. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock or Book Entry shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry shares.C. (cb) Rights shall will be issued by the Company in respect of all shares Common Shares (other than Common Shares issued upon the exercise or exchange of Common Stock any Right) issued or disposed of delivered by the Company (including, without limitation, upon disposition of Common Stock out of treasury stock whether originally issued or issuance or reissuance of Common Stock out of authorized but unissued sharesdelivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for evidencing such Common Stock (includingShares will have stamped on, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on on, or otherwise affixed to them a the following legend substantially or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the effect of the followingCommon Shares may from time to time be listed or quoted, or to conform to usage: This certificate Certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Second Amended and Restated Section 382 a Rights Agreement between CNO Financial GroupKana Software, Inc. and American U.S. Stock Transfer & Trust Company, LLC, as Rights AgentCorporation, dated as of November 13January 26, 2014 as the same may be amended, supplemented or otherwise modified from time to time 2006 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of CNO Financial GroupKana Software, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may be exchanged, may expire, may be amended or may be evidenced by separate certificates and will no longer be evidenced by this certificateCertificate. CNO Financial GroupKana Software, Inc. will mail to the holder of this certificate Certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances, circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or transferred to any Person who is Affiliate or becomes Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and certain transferees void. (c) Any Right Certificate issued pursuant to this Section 3 that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof will and any Right Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate and any Right Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Right Certificate referred to in this sentence, shall be subject to and contain the following legend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage: The Rights represented by this Right Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) or Section 13 of the Rights Agreement. (d) As promptly as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will no longer countersign and the Company will send or cause to be transferable. With respect sent (and the Rights Agent will, if requested and if provided with all necessary information, send), by first class, insured, postage prepaid mail, to any Book Entry shares each record holder of Common StockShares as of the Close of Business on the Distribution Date, such legend shall be included in a notice to at the registered holder address of such shares in accordance with applicable law. With respect to such certificates containing holder shown on the foregoing legend, or any notice records of the foregoing legend delivered Company, a Right Certificate evidencing one Right for each Common Share so held, subject to holders adjustment as provided herein. As of Book Entry shares, until and after the Distribution Date, the Rights associated with the Common Stock represented will be evidenced solely by such certificates or Book Entry shares Right Certificates. The Company shall be evidenced by such certificates or Book Entry shares alone, and promptly notify the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall also constitute Rights Agent in writing upon the transfer occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights associated with Agent, the Common Stock represented thereby. Rights Agent may presume conclusively that the Distribution Date has not occurred. (e) In the event that the Company purchases or otherwise acquires any Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall Shares will be deemed cancelled canceled and retired so that the Company shall will not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Rights Agreement Shares so purchased or the rights of any holder of the Rightsacquired.

Issuance of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth Business Day after the a Stock Acquisition Date (or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement by any Person (other than an Exempted Exempt Person) of, or the date of the first public announcement (such commencement date or announcement date being herein referred to as the "Offer Date") of the intention intent of such any Person (other than an Exempted Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any Person (other than an Exempted Person) becoming an Acquiring Person be the Beneficial Owner of 20 percent or more of the then outstanding Voting Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), any such date which is tenth Business Day after the date first to occur of this Rights Agreement and prior to the issuance of the Rights) (the earlier of such dates a Stock Acquisition Date or an Offer Date being herein referred to as the “"Distribution Date”"), , (xi) the Rights will automatically attach to, and be evidenced (subject to the provisions of Section 3(b) hereof) by by, the certificates representing the for Common Stock registered in the names of the holders thereof of Common Stock (or by Book Entry shares in respect of such which certificates for Common StockStock shall be deemed also to be Right Certificates) and not by separate Right Certificates Certificates, and (as defined below), and (yii) the Rights each Right will be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignmail, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage‑prepaid insured, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate Date, as shown by the records of an Acquiring Person)the Company at the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Companysuch records, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”)A hereto, evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) In connection with As soon as practicable after the adoption of the Original Rights AgreementRecord Date, the Company sent will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock (Rights, in substantially the “Summary of Rights”)form attached hereto as Exhibit B, by first-classclass mail, postage-prepaid mailpostage prepaid, to each record holder of Common Stock and holder of Book Entry shares as of the Close of Business on the Rights Record Date, at the address of such holder shown on the records of the Company. (c) The Company as will cause certificates for Common Stock issued after the address at which such holder has consented to receive notice. With respect to Rights Record Date (including replacement certificates for shares of Common Stock outstanding as of on or prior to the Rights Record Date), until but prior to the earliest of (i) the Distribution Date, the Rights associated with such shares will be evidenced by the share certificate for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the Summary of Rights, in substantially the form of Exhibit C hereto. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock or Book Entry shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry shares. (cii) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall and (iii) the date, if any, on which the Rights may be redeemed, to have impressed on, printed on, written on or otherwise affixed to them a legend substantially to the effect of the followingfollowing legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Second Amended and Restated Section 382 Rights Agreement between CNO Financial Groupthe Company and ChaseMellon Shareholder Services, Inc. and American Stock Transfer & Trust Company, LLCL.L.C., as Rights Agent, dated as of November 13, 2014 as the same may shall be amended, supplemented or otherwise modified amended from time to time (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of CNO Financial Group, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. CNO Financial Group, Inc. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights owned by issued to, or transferred to held by, any Person who is is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and or certain transferees thereof will become null and void and will no longer be transferable. With respect to of any Book Entry shares of Common Stockthereof, such legend shall be included in a notice to the registered holder whether currently held by or on behalf of such shares Person or by any subsequent holder, may be limited as provided in accordance with applicable lawSection 7(f) of the Rights Agreement. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, certificates shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to by such certificate. (d) Until the Distribution Date, the surrender for transfer of any of the certificates for Common Stock outstanding on or after the Rights Record Date, with or without a copy of the Summary of Rights attached thereto and with or without the legend set forth in subsection (c) above, shall also constitute the transfer of the Rights associated with such Common Stock shall Stock. After the Distribution Date, the Rights will be deemed cancelled and retired so that evidenced solely by the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Rights Agreement or the rights of any holder of the RightsRight Certificates.

Issuance of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth Business Day after the Stock Acquisition Date (or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempted Exempt Person) of, or of the first public announcement of the intention intent of such any Person (other than an Exempted Exempt Person) to commencecommence (which intention to commence remains in effect for five business days after such announcement), a tender or exchange offer the consummation of which would result in any Person (other than an Exempted Offer) upon the successful consummation of which such Person) becoming an Acquiring Person , together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (; ten days after the earlier of such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b3(c) hereof) by the certificates representing for the Common Stock registered in the names of the holders thereof (or by Book Entry shares in respect of such the Common Stock) Stock and not by separate Right Certificates (as defined below)Certificates, and (y) the Rights each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignmail, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage‑prepaid postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate Date, as shown by the records of an Acquiring Person)the Company, at to the address of such holder shown on the records of the Companysuch records, a Right Certificate, certificate in substantially the form of Exhibit B hereto (a “"Right Certificate”), ") evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, Date the Rights will be evidenced solely by such Right Certificates. (b) In connection with On the adoption of the Original Rights AgreementRecord Date, or as soon as practicable thereafter, the Company sent will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock Stock, substantially in the form attached hereto as Exhibit C (the “"Summary of Rights”"), by first-class, postage-postage prepaid mail, to each record holder of Common Stock and holder of Book Entry shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as Company. (c) Rights shall be issued in respect of all shares of Common Stock that are issued after the address at which such holder has consented Record Date prior to receive noticethe earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock outstanding as of the Record Date, until the Distribution DateStock, the Rights associated with such shares will be evidenced by the share certificate such certificates for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the Summary of Rights, in substantially the form of Exhibit C hereto. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock or Book Entry shares outstanding on the Record Date, Date (with or without a copy of the Summary of RightsRights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry sharesthereby. (cd) Rights shall be Certificates issued in respect of all shares of for Common Stock issued or disposed of (including, without limitation, certificates issued upon disposition transfer or exchange of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesStock) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially to the effect of the followingfollowing legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Second Amended and Restated Section 382 Rights Agreement between CNO Financial Group"THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN RESIDENTIAL INVESTMENT TRUST, Inc. and American Stock Transfer & Trust CompanyINC. AND AMERICAN STOCK TRANSFER AND TRUST COMPANY, LLCAS RIGHTS AGENT, as Rights AgentDATED AS OF [DATE OF RIGHTS AGREEMENT], dated as of November 13, 2014 as the same may be amended, supplemented or otherwise modified from time to time AS THE SAME MAY BE AMENDED FROM TIME TO TIME (the “Rights Agreement”THE "RIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of CNO Financial GroupTHE TERMS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF AMERICAN RESIDENTIAL INVESTMENT TRUST, Inc. Under certain circumstancesINC. UNDER CERTAIN CIRCUMSTANCES, as set forth in the Rights AgreementAS SET FORTH IN THE RIGHTS AGREEMENT, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. CNO Financial Group, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable. With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.SUCH RIGHTS WILL BE EVIDENCED BY

Issuance of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth Business Day after the Stock Acquisition Date (or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempted Exempt Person) of, or of the first public announcement of the intention intent of such any Person (other than an Exempted Exempt Person) to commencecommence (which intention to commence remains in effect for five business days after such announcement), a tender or exchange offer the consummation of which would result in any Person (other than an Exempted Offer) upon the successful consummation of which such Person) becoming an Acquiring Person , together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (; ten days after the earlier of such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b3(c) hereof) by the certificates representing for the Common Stock registered in the names of the holders thereof (or by Book Entry shares in respect of such the Common Stock) Stock and not by separate Right Certificates (as defined below)Certificates, and (y) the Rights each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignmail, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage‑prepaid postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate Date, as shown by the records of an Acquiring Person)the Company, at to the address of such holder shown on the records of the Companysuch records, a Right Certificate, certificate in substantially the form of Exhibit B hereto (a “"Right Certificate”), ") evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, Date the Rights will be evidenced solely by such Right Certificates. (b) In connection with On the adoption of the Original Rights AgreementRecord Date, or as soon as practicable thereafter, the Company sent will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock Stock, substantially in the form attached hereto as Exhibit C (the “"Summary of Rights”"), by first-class, postage-postage prepaid mail, to each record holder of Common Stock and holder of Book Entry shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as Company. (c) Rights shall be issued in respect of all shares of Common Stock that are issued after the address at which such holder has consented Record Date prior to receive noticethe earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock outstanding as of the Record Date, until the Distribution DateStock, the Rights associated with such shares will be evidenced by the share certificate such certificates for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the Summary of Rights, in substantially the form of Exhibit C hereto. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock or Book Entry shares outstanding on the Record Date, Date (with or without a copy of the Summary of RightsRights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry sharesthereby. (cd) Rights shall be Certificates issued in respect of all shares of for Common Stock issued or disposed of (including, without limitation, certificates issued upon disposition transfer or exchange of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesStock) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially to the effect of the followingfollowing legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Second Amended and Restated Section 382 Rights Agreement between CNO Financial Group, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent, dated as of November 13, 2014 as the same may be amended, supplemented or otherwise modified from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of CNO Financial Group, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. CNO Financial Group, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable. With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall shall, until the Distribution Date, be evidenced by such certificates or Book Entry shares alone, and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the earlier of the Distribution Date, the Redemption Date or the Expiration Date, any Rights associated with such shares of Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(cparagraph (d), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.

Issuance of Right Certificates. (a) Until From the Close date of Business on this Agreement until the earlier of (i) the Close of Business on the tenth Business Day calendar day after the Stock Acquisition Date (or, if the Stock Acquisition Date occurs before the Record Date, or (ii) the Close of Business on the Record Date) or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempted Person) of, or of the first public announcement of the intention of such Person (other than an Exempted Person) to commence, a tender or exchange offer the consummation of which would result in by any Person (Person, other than an Exempted Exempt Person, is first "published or sent or given" within the meaning of Rule 14d-2(a) becoming an Acquiring of the Exchange Act, or any successor rule, if, upon consummation thereof, that Person would be the Beneficial Owner of 9.8% or more of the Common Stock then outstanding (irrespective of whether including any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (the earlier of such dates being (i) and (ii), herein referred to as the “"Distribution Date”"), ; (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof)) by the certificates representing for the Common Stock registered in the names of the holders thereof of the Common Stock (or by Book Entry shares in respect of such which certificates for Common StockStock will be considered also to be certificates for Rights) and not by separate Right Certificates (as defined below)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying Common Stock. As soon as practicable after the Company has notified in writing the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, provided the Rights Agent will countersign, and with a list of the Company will send or cause to be sent record holders of the Common Stock (and together with all other necessary information); the Rights Agent will, if requestedat the Company's expense, send) send by first-class, postage‑prepaid postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company or the Company's transfer agent, a Right Certificateone or more certificates, in substantially the form of Exhibit B hereto (a “the "Right Certificate”Certificates"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held, subject to adjustment as provided herein. In the event that If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates11(o), the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof)at the time of distribution of the Right Certificates, so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As After the Close of and after Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) In connection With respect to certificates for the Common Stock issued prior to the Close of Business on the Record Date, the Rights will be evidenced by those certificates for the Common Stock on or until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding prior to the Close of Business on the Record Date will also constitute the transfer of the Rights associated with the adoption of Common Stock represented by such certificate. (c) As promptly as practicable following the Original Rights AgreementRecord Date, the Company sent will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock (in substantially the “Summary form of Rights”), by first-class, postage-prepaid mail, Exhibit C to each record holder of Common Stock and holder of Book Entry shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as the address at which such holder has consented to receive notice. With respect to shares of Company. (d) Certificates for all Common Stock outstanding as of issued after the Record Date, until the Distribution Date, the Rights associated with such shares will be evidenced by the share certificate for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the Summary of Rights, in substantially the form of Exhibit C hereto. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock or Book Entry shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry shares. (c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Dateredemption, expiration or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier termination of the Distribution Date Rights, will be considered also to be certificates for Rights, and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them will bear a legend (in addition to any other legends required by law or by the Company's governing documents), substantially to in the effect of the followingform set forth below: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Second Amended and Restated Section 382 a Shareholder Rights Agreement between CNO Financial GroupThornburg Mortgage, Inc. and American Stock Transfer & Trust Inc., a Maryland corporation (the "Company"), xxx Xxxxxn Investor Services LLC, a New Jersey limited liability company, as rights agent (the "Rights Agent"), dated as of November 13January 25, 2014 as the same may be amended, supplemented or otherwise modified from time to time 2001 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference herein and a copy of which is on file at the principal executive offices of CNO Financial Group, Inc. Under certain circumstances, as set forth in the Company and the office of the Rights Agreement, Agent designated for such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificatepurpose. CNO Financial Group, Inc. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge to the holder of this certificate within five days after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, the Rights owned will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company may redeem the Rights at a redemption price of $0.01 per Right, subject to adjustment, under the terms of the Rights Agreement. Under certain circumstances, Rights issued to or transferred to held by Acquiring Persons or by any Person who is Affiliates or becomes an Acquiring Person Associates thereof (as defined in the Rights Agreement) ), and certain transferees thereof will any subsequent holder of such Rights, may become null and void. The Rights are not exercisable, and are void and will no longer be transferable. With respect to so long as held, by a holder in any Book Entry shares of Common Stock, such legend shall be included in a notice jurisdiction where the requisite qualification to the registered holder of such shares in accordance with applicable law. With respect issuance to such certificates containing the foregoing legendholder, or any notice the exercise by such holder, of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights in such jurisdiction has not been obtained. The Rights associated with the Common Stock represented by such certificates or Book Entry shares shall containing the foregoing legend will be evidenced by such those certificates alone until the Distribution Date (or Book Entry shares alonethe earlier redemption, expiration or termination of the Rights), and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall of those certificates will also constitute the transfer of the Rights associated with the Common Stock represented therebyby those certificates. In the event that If the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall will be deemed cancelled considered canceled and retired so that the Company shall is not be entitled to exercise any Rights associated with the shares of Common Stock which are that is no longer outstanding. Notwithstanding this Section 3(c), neither the omission of a legend nor the The failure to deliver print the notice foregoing legend on any certificate representing Common Stock or any defect therein will not affect in any manner whatsoever the application or interpretation of such legend required hereby shall affect the enforceability of any part of this Rights Agreement or the rights of any holder of the RightsSection 7 (e) .

Issuance of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth Business Day after the a Stock Acquisition Date (or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement by any Person (other than an Exempted Exempt Person) of, or the date of the first public announcement (such commencement date or announcement date being herein referred to as the "Offer Date") of the intention intent of such any Person (other than an Exempted Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any Person (other than an Exempted Person) becoming an Acquiring Person be the Beneficial Owner of 20 percent or more of the then outstanding Voting Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), any such date which is tenth Business Day after the date first to occur of this Rights Agreement and prior to the issuance of the Rights) (the earlier of such dates a Stock Acquisition Date or an Offer Date being herein referred to as the “"Distribution Date”"), , (xi) the Rights will automatically attach to, and be evidenced (subject to the provisions of Section 3(b) hereof) by by, the certificates representing the for Common Stock registered in the names of the holders thereof of Common Stock (or by Book Entry shares in respect of such which certificates for Common StockStock shall be deemed also to be Right Certificates) and not by separate Right Certificates Certificates, and (as defined below), and (yii) the Rights each Right will be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignmail, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage‑prepaid insured, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate Date, as shown by the records of an Acquiring Person)the Company at the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Companysuch records, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”)A hereto, evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) In connection with As soon as practicable after the adoption of the Original Rights AgreementRecord Date, the Company sent will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock (Rights, in substantially the “Summary of Rights”)form attached hereto as Exhibit B, by first-classclass mail, postage-prepaid mailpostage prepaid, to each record holder of Common Stock and holder of Book Entry shares as of the Close of Business on the Rights Record Date, at the address of such holder shown on the records of the Company. (c) The Company as will cause certificates for Common Stock issued after the address at which such holder has consented to receive notice. With respect to Rights Record Date (including replacement certificates for shares of Common Stock outstanding as of on or prior to the Rights Record Date), until but prior to the earliest of (i) the Distribution Date, the Rights associated with such shares will be evidenced by the share certificate for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the Summary of Rights, in substantially the form of Exhibit C hereto. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock or Book Entry shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry shares. (cii) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall and (iii) the date, if any, on which the Rights may be redeemed, to have impressed on, printed on, written on or otherwise affixed to them a legend substantially to the effect of the followingfollowing legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Second Amended and Restated Section 382 Rights Agreement between CNO Financial Group, Inc. the Company and American Stock Transfer & Trust Company, LLCHarrxx Xxxst Company of California, as Rights Agent, dated as of November 13, 2014 as the same may shall be amended, supplemented or otherwise modified amended from time to time (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of CNO Financial Group, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. CNO Financial Group, Inc. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights owned by issued to, or transferred to held by, any Person who is is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and or certain transferees thereof will become null and void and will no longer be transferable. With respect to of any Book Entry shares of Common Stockthereof, such legend shall be included in a notice to the registered holder whether currently held by or on behalf of such shares Person or by any subsequent holder, may be limited as provided in accordance with applicable lawSection 7(f) of the Rights Agreement. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, certificates shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to by such certificate. (d) Until the Distribution Date, the surrender for transfer of any of the certificates for Common Stock outstanding on or after the Rights Record Date, with or without a copy of the Summary of Rights attached thereto and with or without the legend set forth in subsection (c) above, shall also constitute the transfer of the Rights associated with such Common Stock shall Stock. After the Distribution Date, the Rights will be deemed cancelled and retired so that evidenced solely by the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Rights Agreement or the rights of any holder of the RightsRight Certificates.

Issuance of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth Business Day after the Stock Acquisition Date (or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempted Person) of, or of the first public announcement of the intention of such Person (other than an Exempted Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempted Person) becoming an Acquiring Person (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates representing the for shares of Common Stock registered in the names of the holders thereof (or by Book Entry shares in respect of such Common Stockwhich certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates (as defined below)Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information, send) by first-class, postage‑prepaid insured postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate referred to in the first sentence of an Acquiring PersonSection 7(e)), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit EXHIBIT B attached hereto (a “"Right Certificate”"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. Upon the occurrence of the Distribution Date, the Company shall promptly notify the Rights Agent thereof in writing, or confirm any oral notification thereof in writing on or before the next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may for all purposes conclusively presume that the Distribution Date has not occurred. (b) In connection with On the adoption of the Original Rights AgreementRecord Date, or as soon as practicable thereafter, for informational purposes, the Company sent will send a copy of a Summary of Rights to Purchase Shares Stock in substantially the form of Preferred Stock EXHIBIT C attached hereto (the “"Summary of Rights”"), by first-class, postage-postage prepaid mail, to each record holder of shares of Common Stock and holder of Book Entry shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as the address at which such holder has consented to receive noticeCompany. With respect to certificates for shares of Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights associated with such shares will be evidenced by the share certificate for such shares of Common Stock certificates registered in the names of the holders thereof or the Book Entry shares, in each case together with the Summary of Rights, in substantially the form of Exhibit C heretothereof. Until the earlier of the Distribution Date (or, if earlier, or the Expiration Date), the surrender for transfer of any certificate for shares of Common Stock or Book Entry shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry sharesthereby. (c) Rights shall be Certificates issued in respect of all for shares of Common Stock issued or disposed of which become outstanding (including, without limitation, upon disposition the transfer or exchange of outstanding shares of Common Stock, shares of Common Stock out of originally issued or delivered from the Company's treasury stock or issuance or reissuance reacquired shares of Common Stock out referred to in the last sentence of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially to in the effect of the followingfollowing form: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Second Amended and Restated Section 382 a Rights Agreement between CNO Financial GroupXxxxxxxx Offshore Services, Inc. (the "Company") and American Stock Transfer & Trust Company, LLC, as Mellon Investor Services LLC (the "Rights Agent"), dated as of November 13June 18, 2014 2003, as the same it may be amended, supplemented or otherwise modified from time to time be supplemented or amended (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the Company's principal executive offices of CNO Financial Group, Inc. offices. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. CNO Financial Group, Inc. The Company will mail to the registered holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth As described in the Rights Agreement, Rights owned by or transferred issued to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof whether currently held by or on behalf of such Person or by any subsequent holder will become null and void and will no longer may not be transferable. With respect transferred to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable lawPerson. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or any notice (ii) the expiration or redemption of the foregoing legend delivered to holders of Book Entry shares, until the Distribution DateRights, the Rights associated with the shares of Common Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, certificates shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. In the event that If the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.

Issuance of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth Business Day after the Stock Acquisition Date (or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempted Person) of, or of the first public announcement of the intention of such Person (other than an Exempted Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempted Person) becoming an Acquiring Person (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates representing the Common Stock registered in the names of the holders thereof (or by Book Entry shares in respect of such Common Stock) and not by separate Right Certificates (as defined below), and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage‑prepaid postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) In connection with the adoption of the Original Rights Agreement, the Company sent a copy of a Summary of Rights to Purchase Shares of Preferred Stock (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Common Stock and holder of Book Entry shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as the address at which such holder has consented to receive notice. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights associated with such shares will be evidenced by the share certificate for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the Summary of Rights, in substantially the form of Exhibit C hereto. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock or Book Entry shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry shares. (c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially to the effect of the following: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Second Third Amended and Restated Section 382 Rights Agreement between CNO Financial Group, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent, dated as of November 13October 3, 2014 2017 as the same may be amended, supplemented or otherwise modified from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of CNO Financial Group, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. CNO Financial Group, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable. With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.

Issuance of Right Certificates. (a) Until the earlier of the Close of Business on the earlier of (i) the tenth Business Day 10th day after the Stock Acquisition Date (or, if the 10th day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth 10th Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempted Exempt Person) of, or of the first public announcement of the intention intent of such any Person (other than an Exempted Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which would result in any Person (other than an Exempted Person) becoming would be an Acquiring Person Person, (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section Sections 3(b) hereofand 3(c) below) by the certificates representing for the Common Stock registered in the names of the holders thereof (or by Book Entry shares in respect of such the Common Stock) Stock and not by separate Right Certificates (as defined below)Certificates, and (y) the Rights each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information, send) by first-class, postage‑prepaid insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at as shown by the records of the Company, to the address of such holder shown on the such records of the CompanyCompany or the transfer agent or registrar for the Common Stock, a Right Certificate, certificate in substantially the form of Exhibit B hereto (a “Right Certificate”), ) evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section Sections 11 or 13 hereof, at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, Date the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) In connection with On the adoption of the Original Rights AgreementRecord Date, or as soon as practicable thereafter, the Company sent will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock Stock, substantially in the form attached hereto as Exhibit C (the a “Summary of Rights”), by first-class, postage-postage prepaid mail, to each record holder of Common Stock and holder of Book Entry shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company or the transfer agent or registrar for the Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the address at which such holder has consented Company’s treasury) after the Record Date prior to receive noticethe earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock outstanding as of the Record Date, until the Distribution Date, Date the Rights associated with such shares will be evidenced by the share certificate such certificates for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the Summary of Rights, in substantially the form of Exhibit C hereto. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock or Book Entry shares outstanding on the Record Date, Date (with or without a copy of the Summary of Rights), shall also constitute the surrender for transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry sharesthereby. (cd) Rights shall be Certificates issued in respect of all shares of for Common Stock issued or disposed of (including, without limitation, certificates issued upon disposition transfer or exchange of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesStock) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially to the effect of the followingfollowing form: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Second Amended and Restated Section 382 Rights Agreement between CNO Financial Group, Inc. Facet Biotech Corporation and American Stock Transfer & Trust Company, Mellon Investor Services LLC, as Rights Agent, dated as of November 13September 7, 2014 2009, as the same may be amended, amended or supplemented or otherwise modified from time to time (the “Rights Agreement”), the terms of which hereby are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices office of CNO Financial Group, Inc. Facet Biotech Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as such term is defined in the Rights Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CNO Financial Group, Inc. Facet Biotech Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt by it of a written request therefor. Under certain circumstances, circumstances as set forth provided in the Rights Agreement, Rights owned issued to, Beneficially Owned by or transferred to any Person who is or becomes an Acquiring Person (as such terms are defined in the Rights Agreement) or an Associate or Affiliate (as such terms are defined in the Rights Agreement) thereof and certain transferees thereof will become be null and void and will no longer be transferable. With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall shall, until the Distribution Date, be evidenced by such certificates or Book Entry shares alone, and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the earlier of the Distribution Date, the Redemption Date or the Expiration Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(csubsection (d), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.

Issuance of Right Certificates. (a) Until the Close of Business on the earlier to occur of (i) the tenth Business Day after day following the Stock Acquisition Date (or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) day after the date of the commencement by any Person (other than an Exempted Exempt Person) of, or of the first public announcement of the intention intent of such any Person (other than an Exempted Exempt Person) to commence, a tender or exchange offer offer, upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any Person (be the Beneficial Owner of Common Stock and/or other than an Exempted Person) becoming an Acquiring Person securities representing 20% or more of the Voting Power (irrespective of whether any shares are actually purchased pursuant to any such offer) (includingthe earliest of such dates, in the case of both clause (i) and (ii), including any such date which that is after the date of this Rights Agreement and prior to the issuance of the Rights) (the earlier of such dates Record Date, being herein referred to herein as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b3(c) hereof) by the certificates representing for the Common Stock registered in the names of the holders thereof (or by Book Entry shares in respect of such the Common Stock) Stock and not by separate Right Certificates (as defined below)certificates, and (y) the Rights each Right (or portion thereof) will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare shall promptly notify the Rights Agent of the occurrence thereof and, if the Rights Agent is not then also the transfer agent and executeregistrar for the Common Stock, provide the Rights Agent with the names and addresses of all record holders of the Common Stock, and the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage‑prepaid postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, certificate in substantially the form of Exhibit B hereto (a “"Right Certificate”), ") evidencing one Right (subject to adjustment as provided herein) for each share two shares of Common Stock so held, subject to adjustment as herein provided. In the event that an a further adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 11(i) or 13 Section 11(p) hereof, at the time of distribution of the Right CertificatesCertificate, the Company shall may elect to make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), ) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) In connection with As soon as practicable following the adoption of the Original Rights Agreementdate hereof, the Company sent will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock Stock, substantially in the form attached hereto as Exhibit C (the “"Summary of Rights”"), as may be amended from time to time to reflect amendments to the Rights Agreement, by first-class, postage-postage prepaid mail, to each record holder of Common Stock and holder of Book Entry shares as of the Close of Business on the Record Datedate hereof, at the address of such holder shown on the records of the Company as the address at which such holder has consented to receive notice. Company. (c) With respect to shares of certificates for Common Stock outstanding as of the Record Date, until the Distribution Date (or, if earlier, the Expiration Date), the Rights associated with such shares will be evidenced by the share certificate certificates for such shares of Common Stock registered in the names of the holders thereof or the Book Entry sharesthereof, in each case together with a copy of the Summary of Rights, in substantially and the form registered holders of Exhibit C heretothe Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock or Book Entry shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the surrender for transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry sharesthereby. (cd) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesfrom the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration DateDate and, or in certain circumstances provided for in Section 22 hereof, may be issued in respect of shares of Common Stock that become outstanding after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition representing such shares of Common Stock out of treasury stock or issuance or reissuance shall also be deemed to be certificates for Rights, and certificates representing such shares of Common Stock out of authorized but unissued shares) issued after the Record Date but prior to date hereof shall bear the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially to the effect of the followingfollowing legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Second an Amended and Restated Section 382 Rights Agreement between CNO Financial GroupOGE Energy Corp. and ChaseMellon Shareholder Services, Inc. and American Stock Transfer & Trust Company, LLC, L.L.C. as Rights Agent, dated October 10, 2000, as of November 13, 2014 as the same may be amended, supplemented or otherwise modified amended from time to time (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices office of CNO Financial Group, Inc. OGE Energy Corp. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. CNO Financial Group, Inc. OGE Energy Corp. will mail to the holder of record of this certificate a copy of the Rights Agreement Agreement, without charge charge, within five days after receipt of a written request therefor. Under certain circumstances, as set forth provided in the Rights Agreement, Rights issued to or beneficially owned by Acquiring Persons or transferred to any Person who is their Associates or becomes an Acquiring Person Affiliates (as defined in the Rights Agreement) and certain transferees thereof or any purported subsequent holder of such Rights will become null and void and will no longer be transferable. With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall shall, until the Distribution Date, be evidenced by such certificates or Book Entry shares alone, and registered holders of Common Stock shall also be the registered holders of the associated Rights and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.

Issuance of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth Business Day after the a Stock Acquisition Date (or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement by any Person (other than an Exempted Exempt Person) of, or the date of the first public announcement (such commencement date or announcement date being herein referred to as the "Offer Date") of the intention intent of such any Person (other than an Exempted Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any Person (other than an Exempted Person) becoming an Acquiring Person be the Beneficial Owner of 20 percent or more of the then outstanding Voting Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), any such date which is tenth Business Day after the date first to occur of this Rights Agreement and prior to the issuance of the Rights) (the earlier of such dates a Stock Acquisition Date or an Offer Date being herein referred to as the “"Distribution Date”"), , (xi) the Rights will automatically attach to, and be evidenced (subject to the provisions of Section 3(b) hereof) by by, the certificates representing the for Common Stock registered in the names of the holders thereof of Common Stock (or by Book Entry shares in respect of such which certificates for Common StockStock shall be deemed also to be Right Certificates) and not by separate Right Certificates Certificates, and (as defined below), and (yii) the Rights each Right will be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignmail, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage‑prepaid insured, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate Date, as shown by the records of an Acquiring Person)the Company at the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Companysuch records, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”)A hereto, evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) In connection with As soon as practicable after the adoption of the Original Rights AgreementRecord Date, the Company sent will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock (Rights, in substantially the “Summary of Rights”)form attached hereto as Exhibit B, by first-classclass mail, postage-prepaid mailpostage prepaid, to each record holder of Common Stock and holder of Book Entry shares as of the Close of Business on the Rights Record Date, at the address of such holder shown on the records of the Company. (c) The Company as will cause certificates for Common Stock issued after the address at which such holder has consented to receive notice. With respect to Rights Record Date (including replacement certificates for shares of Common Stock outstanding as of on or prior to the Rights Record Date), until but prior to the earliest of (i) the Distribution Date, the Rights associated with such shares will be evidenced by the share certificate for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the Summary of Rights, in substantially the form of Exhibit C hereto. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock or Book Entry shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry shares. (cii) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall and (iii) the date, if any, on which the Rights may be redeemed, to have impressed on, printed on, written on or otherwise affixed to them a legend substantially to the effect of the followingfollowing legend: "This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Second Amended and Restated Section 382 Rights Agreement between CNO Financial Groupthe Company and ChaseMellon Shareholder Services, Inc. and American Stock Transfer & Trust Company, LLC, L.L.C. as Rights Agent, dated as of November 13, 2014 Agent as the same may shall be amended, supplemented or otherwise modified amended from time to time (the “Rights Agreement”Agreement ), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of CNO Financial Group, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. CNO Financial Group, Inc. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request thereforthereof. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights owned by issued to, or transferred to held by, any Person who is is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and or certain transferees thereof will become null and void and will no longer be transferable. With respect to of any Book Entry shares of Common Stockthereof, such legend shall be included in a notice to the registered holder whether currently held by or on behalf of such shares Person or by any subsequent holder, may be limited as provided in accordance with applicable law. Section 7(f) of the Rights Agreement." With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, certificates shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to by such certificate. (d) Until the Distribution Date, the surrender for transfer of any of the certificates for Common Stock outstanding on or after the Rights Record Date, with or without a copy of the Summary of Rights attached thereto and with or without the legend set forth in subsection (c) above, shall also constitute the transfer of the Rights associated with such Common Stock shall Stock. After the Distribution Date, the Rights will be deemed cancelled and retired so that evidenced solely by the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Rights Agreement or the rights of any holder of the RightsRight Certificates.

Issuance of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth Business Day day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempted Exempt Person) of, or of the first public announcement of the intention intent of such any Person (other than an Exempted Exempt Person) to commencecommence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any Person be the Beneficial Owner of fifteen percent (other than an Exempted Person15%) becoming an Acquiring Person or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b3(c) hereof) by the certificates representing for the Common Stock registered in the names of the holders thereof (or by Book Entry shares in respect of such the Common Stock) Stock and not by separate Right Certificates (as defined below)Certificates, and (y) the Rights each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignmail, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage‑prepaid postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate Date, as shown by the records of an Acquiring Person)the Company, at to the address of such holder shown on the records of the Companysuch records, a Right Certificate, certificate in substantially the form of Exhibit B hereto (a “"Right Certificate”), ") evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, Date the Rights will be evidenced solely by such Right Certificates. (b) In connection with On the adoption of the Original Rights AgreementRecord Date, or as soon as practicable thereafter, the Company sent will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock Stock, substantially in the form attached hereto as Exhibit C (the “a "Summary of Rights”"), by first-class, postage-postage prepaid mail, to each record holder of Common Stock and holder of Book Entry shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company Company. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the address at which such holder has consented Company's treasury) after the Record Date prior to receive noticethe earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock outstanding as of the Record Date, until the Distribution DateStock, the Rights associated with such shares will be evidenced by the share certificate such certificates for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the Summary of Rights, in substantially the form of Exhibit C hereto. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock or Book Entry shares outstanding on the Record Date, Date (with or without a copy of the Summary of RightsRights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry sharesthereby. (cd) Rights shall be Certificates issued in respect of all shares of for Common Stock issued or disposed of (including, without limitation, certificates issued upon disposition transfer or exchange of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesStock) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially to the effect of the followingfollowing legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Second Amended and Restated Section 382 Rights Agreement between CNO Financial GroupSkyMall, Inc. ("SkyMall") and American Continental Stock Transfer & Trust Company, LLC, as Rights Agent, dated as of November 13September 15, 2014 1999, as the same may be amended, supplemented or otherwise modified amended from time to time (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices office of CNO Financial Group, Inc. SkyMall. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. CNO Financial Group, Inc. SkyMall will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt by it of a written request therefor. Under certain circumstancesUNDER CERTAIN CIRCUMSTANCES AS PROVIDED IN THE RIGHTS AGREEMENT, as set forth in the Rights AgreementRIGHTS ISSUED TO, Rights owned by or transferred to any Person who is or becomes an Acquiring Person BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (as defined in the Rights AgreementAS DEFINED IN THE RIGHTS AGREEMENT) and certain transferees thereof will become null and void and will no longer be transferable. With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable lawOR AN ASSOCIATE OR AFFILIATE (AS DEFINED IN THE RIGHTS AGREEMENT) THEREOF AND CERTAIN TRANSFEREES THEREOF WILL BE NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall shall, until the Distribution Date, be evidenced by such certificates or Book Entry shares alone, and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the earlier of the Distribution Date, the Redemption Date or the Expiration Date, any Rights associated with such shares of Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(cparagraph (d), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.

Issuance of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth Business Day day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempted Exempt Person) of, or of the first public announcement of the intention intent of such any Person (other than an Exempted Exempt Person) to commencecommence (which intention to commence remains in effect for five business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any Person be the Beneficial Owner of fifteen percent (other than an Exempted Person15%) becoming an Acquiring Person or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b3(c) hereof) by the certificates representing for the Common Stock registered in the names of the holders thereof (or by Book Entry shares in respect of such the Common Stock) Stock and not by separate Right Certificates (as defined below)certificates, and (y) the Rights each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignmail, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage‑prepaid postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate Date, as shown by the records of an Acquiring Person)the Company, at to the address of such holder shown on the records of the Companysuch records, a Right Certificate, certificate in substantially the form of Exhibit B hereto (individually, a “"Right Certificate”)" --------- and collectively, the "Right Certificates") evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, Date the Rights will be evidenced solely by such Right Certificates. (b) In connection with On the adoption of the Original Rights AgreementRecord Date, the Company sent a copy of a Summary of Rights to Purchase Shares of Preferred Stock Stock, substantially in the form attached hereto as Exhibit C (the “"Summary of Rights”"), by first-class, postage-postage prepaid mail, to --------- each record holder of Common Stock and holder of Book Entry shares as of the Close of Business on the Record Date, Date at the address of such holder shown on the records of the Company as the address at which such holder has consented to receive notice. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights associated with such shares will be evidenced by the share certificate for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the Summary of Rights, in substantially the form of Exhibit C hereto. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock or Book Entry shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry sharesCompany. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or disposed from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (or, if earlier, the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby. (d) Certificates issued for Common Stock (including, without limitation, certificates issued upon disposition transfer or exchange of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesStock) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially to the effect of the followingfollowing legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Second Amended and Restated Section 382 Rights Agreement between CNO Financial GroupIKOS Systems, Inc. and American Stock Transfer & Trust CompanyBank Boston, LLCN.A., as Rights Agent, dated as of November 13January 27, 2014 1992, as the same may be amended, supplemented or otherwise modified amended from time to time (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices office of CNO Financial GroupIKOS Systems, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. CNO Financial GroupIKOS Systems, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge within five days after receipt by it of a written request therefor. Under certain circumstances, circumstances as set forth provided in the Rights Agreement, Rights issued to, beneficially owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) or an Associate or Affiliate (as defined in the Rights Agreement) thereof and certain transferees thereof will become be null and void and will no longer be transferable. With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall shall, until the Distribution Date, be evidenced by such certificates or Book Entry shares alone, registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the earlier of the Distribution Date, the Redemption Date or the Expiration Date, any Rights associated with such shares of Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(cparagraph (d), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.

Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Corporation or the Rights Agent (if instructed by the Corporation and provided with all necessary information and documents and at the Corporation’s expense) shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the “Summary of Rights”), by first class mail, postage prepaid, to each record holder of the Common Stock as of the Record Date, at the address of such holder shown on the records of the Corporation. (b) Until the Close of Business on the day which is the earlier of (i) the tenth Business Day day after the Stock Acquisition Date (or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempted Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempted Person) to commence, a tender or exchange offer upon the successful consummation of which any Person would result in any Person (other than an Exempted Person) becoming an Acquiring Person (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the “Distribution Date”), (x) the Rights will shall be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates representing the for Common Stock (or in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership for such shares) registered in the names of the holders thereof of Common Stock (or by Book Entry shares together with, in respect the case of such certificates for Common StockStock outstanding as of the Record Date, the Summary of Rights) and not by separate Right Certificates certificates and the record holders of such certificates (as defined below), or such book-entry accounts) for Common Stock shall be the record holders of the Rights represented thereby and (y) the Rights will each Right shall be transferable only in connection simultaneously and together with the transfer of a share of Common Stock. Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for Common Stock (or the effectuation of a book-entry transfer of shares of Common Stock) shall constitute the surrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby, whether or not accompanied by a copy of the Summary of Rights. The Corporation shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Corporation shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (c) Rights shall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or the Final Expiration Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Corporation’s treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date shall have impressed, printed, written or stamped thereon or otherwise affixed thereto a legend in substantially the following form: This certificate also evidences and entitles the holder hereof to the same number of Rights (subject to adjustment) as the number of shares of common stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement by and between Gentiva Health Services, Inc. and Computershare Trust Company, N.A. (the “Rights Agent”), dated as of May 22, 2014, as it may be amended, supplemented or otherwise modified from time to time (the “Agreement”), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of Gentiva Health Services, Inc. Under certain circumstances, as set forth in the Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. Gentiva Health Services, Inc. shall mail to the registered holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. As provided in Section 7(e) of the Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Agreement) or any subsequent holder of such Rights shall be null and void and may not be exercised by or transferred to any Person. With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Corporation purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. (d) As soon as practicable after the Distribution Date, the Company Corporation will prepare and execute, and upon the written request of the Corporation, the Rights Agent will countersign, and the Company Corporation will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information and documents at the expense of the Corporation, send) ), by first-classfirst class mail, postage‑prepaid mailpostage prepaid, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate Date, as shown by the records of an Acquiring Person)the Corporation, at the address of such holder shown on the records of the Companysuch records, a Right Certificate, certificate in substantially the form of Exhibit B hereto provided by Section 4 hereof (a “Right Certificate”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Right Certificates. (b) In connection with the adoption of the Original Rights Agreement, the Company sent a copy of a Summary of Rights to Purchase Shares of Preferred Stock (the “Summary of Rights”), Certificates and may be transferred by first-class, postage-prepaid mail, to each record holder of Common Stock and holder of Book Entry shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as the address at which such holder has consented to receive notice. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights associated with such shares will be evidenced by the share certificate for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the Summary of Rights, in substantially the form of Exhibit C hereto. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock or Book Entry shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry shares. (c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (includingRight Certificate as permitted hereby, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date separately and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon apart from any transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock one or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially to the effect of the following: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Second Amended and Restated Section 382 Rights Agreement between CNO Financial Group, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent, dated as of November 13, 2014 as the same may be amended, supplemented or otherwise modified from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of CNO Financial Group, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. CNO Financial Group, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable. With respect to any Book Entry more shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.

Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Company or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the Record Date, at the address of such holder shown on the records of the Company. (b) Until the Close close of Business business on the day which is the earlier of (i) the tenth Business Day day after the Stock Acquisition Date (or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempted Exempt Person) of, or of the first public announcement of the intention intent of such any Person (other than an Exempted Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person would result in any Person be the Beneficial Owner of 15% or more of the then outstanding shares of Voting Stock of the Company (other than an Exempted Person) becoming an Acquiring Person (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will shall be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates representing the for Common Stock registered in the names of the holders thereof (or by Book Entry shares in respect of such Common Stock) and not by separate Right Certificates (as defined below), and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage‑prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificatetogether with, in substantially the form case of Exhibit B hereto (a “Right Certificate”), evidencing one Right (subject to adjustment as provided herein) certificates for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) In connection with the adoption of the Original Rights Agreement, the Company sent a copy of a Summary of Rights to Purchase Shares of Preferred Stock (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Common Stock and holder of Book Entry shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as the address at which such holder has consented to receive notice. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights associated with such shares will be evidenced by the share certificate for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the Summary of Rights, in substantially ) and not by separate Right certificates and the form record holders of Exhibit C heretosuch certificates for Common Stock shall be the record holders of the Rights represented thereby and (y) each Right shall be transferable only simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided). Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for Common Stock shall constitute the surrender for transfer of the Right or Book Entry shares outstanding on Rights associated with the Record DateCommon Stock evidenced thereby, with whether or without not accompanied by a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry shares. (c) Rights shall be issued in respect of all shares of Common Stock issued that become outstanding after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or disposed of the Final Expiration Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesStock) after the Record Date but prior to the earlier earliest of the Distribution Date and Date, the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Final Expiration Date shall have impressed onimpressed, printed onprinted, written on or stamped thereon or otherwise affixed to them a legend substantially to thereto the effect of the followingfollowing legend: This certificate also evidences and entitles the holder hereof to certain rights the same number of Rights (subject to adjustment) as set forth in the Second Amended and Restated Section 382 number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between CNO Financial GroupActivision, Inc. and American Continental Stock Transfer & Trust Company, LLC, as Company (the "Rights Agent"), dated as of November 13April 18, 2014 2000, as the same it may be amended, supplemented or otherwise modified amended from time to time (the “Rights "Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of CNO Financial GroupActivision, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will shall no longer be evidenced by this certificate. CNO Financial GroupActivision, Inc. will shall mail to the registered holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth As provided in Section 7(e) of the Rights Agreement, Rights owned issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Agreement) or any subsequent holder of such Rights shall be null and void and may not be exercised by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable. With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable lawPerson. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, Date the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificate or Book Entry sharecertificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(cparagraph (c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, a certificate in the form provided by Section 4 hereof (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by Right Certificates and may be transferred by the transfer of the Right Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.

Issuance of Right Certificates. (a) Until the earlier of the Close of Business on the earlier of (i) the tenth Business Day after the Stock Acquisition Date (or, if the Stock Acquisition Date such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date) after the Stock Acquisition Date or (ii) the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such specified or unspecified later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) Board, after the date of the commencement that a tender or exchange offer by any Person (other than an Exempted Exempt Person) ofis first published, sent or given within the meaning of Rule 14d-4(a) of the first public announcement General Rules and Regulations under the Exchange Act, if, upon consummation thereof, such Person, together with its Affiliates and Associates, would be the Beneficial Owner of the intention of such Person (other than an Exempted Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempted Person) becoming an Acquiring Person Substantial Block (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, the earlier of the dates set forth in the case of both clause clauses (i) and (ii), any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (the earlier of such dates above being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates representing for the Common Stock Shares of the Company registered in the names of the holders thereof of the Common Shares of the Company (or by Book Entry shares in respect which certificates for Common Shares of such Common Stockthe Company shall be deemed also to be certificates for Rights) and not by separate Right Certificates (as defined below), and (y) the Rights each Right or fraction thereof will be transferable only in connection with the transfer of the underlying Common StockShares (including a transfer by the Company). As soon promptly as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage‑prepaid postage-prepaid mail, to each record holder of the Common Stock Shares of the Company as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate Date, as shown by the records of an Acquiring Person)the Company, at the address of such holder shown on the records of the Companysuch records, a Right Certificateone or more certificates for Rights, in substantially the form of Exhibit B hereto (each such certificate, a “"Right Certificate”"), evidencing one (1) Right for each Class A Share and one-twentieth (1/20th) of a Right for each Class B Share so held, subject to adjustment as provided herein) for each share herein and to the provisions of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such the Right Certificates. (b) In connection with As promptly as practicable following the adoption of the Original Rights AgreementRecord Date, the Company sent will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock Shares, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”"), by first-class, postage-prepaid mail, to each record holder of its Common Stock and holder of Book Entry shares Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as the address at which such holder has consented to receive noticeCompany. With respect to shares of certificates for the Common Stock Shares outstanding as of the Close of Business on the Record Date, until the earlier of the Close of Business on the Distribution Date or the Expiration Date, the Rights associated with such shares will be evidenced by such certificates for the share certificate for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case Shares together with the Summary of Rights and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, in substantially the form of Exhibit C hereto. Until the earlier of the Close of Business on the Distribution Date (or, if earlier, or the Expiration Date), the surrender for transfer of any certificate of the certificates for the Common Stock or Book Entry shares outstanding on Shares of the Record DateCompany in respect of which Rights have been issued, with or without a copy of the Summary of RightsRights attached, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented Shares evidenced by such certificate or Book Entry sharescertificates. (c) Rights shall be issued in respect of all shares Common Shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) the Company which shall become outstanding after the Record Date but prior to the earlier of the Close of Business on the Distribution Date and the Expiration Date, or in certain circumstances and, to the extent provided in Section 22 hereof, in respect of Common Shares of the Company issued after the Close of Business on the Distribution Date and prior to the Expiration Date. Certificates issued for Common Stock (including, without limitation, upon transfer Shares of the Company that shall become outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) be transferred after the Record Date but prior to the earlier of the Close of Business on the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially to the effect of the followingfollowing legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Second Amended and Restated Section 382 Rights Agreement between CNO Financial GroupThe Reynolds and Reynolds Company (the "Company") and Mellon Ixxxxxxx Servixxx XXX (successor to Wells Fargo Bank Minnesota, Inc. and American Stock Transfer & Trust Company, LLCN.A.), as Rights Agent, dated as of November 13xx xx April 18, 2014 2001, as the same may shall be amended, supplemented or otherwise modified amended from time to time (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of CNO Financial Group, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. CNO Financial Group, Inc. The Company will mail to the holder of this certificate a copy of the Rights Agreement (as in effect on the date of mailing) without charge within five days after receipt of a written request therefor. Under certain circumstances, as set forth provided in the Rights Agreement, Rights beneficially owned by or transferred to any Person who is or becomes an Acquiring Person or any Associate or Affiliate thereof (as such terms are defined in the Rights Agreement) and certain transferees thereof will ), whether by or on behalf of such Person or by any subsequent holder, may become null and void void. The Rights shall not be exercisable, and will no longer be transferable. With respect to any Book Entry shares of Common Stock, such legend shall be included void so long as held, by a holder in a notice any jurisdiction where the requisite qualification to the registered holder issuance to such holder, or the exercise by such holder, of the Rights in such shares in accordance with applicable lawjurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, or any notice until the earlier of the foregoing legend delivered to holders Close of Book Entry shares, until Business on the Distribution Date and the Expiration Date, the Rights associated with the Common Stock represented Shares of the Company evidenced by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, certificates shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby. In the event that Shares of the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with evidenced by such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rightscertificates.

Issuance of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth Business Day day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempted Exempt Person) of, or of the first public announcement of the intention intent of such any Person (other than an Exempted Exempt Person) to commencecommence (which intention to commence remains in effect for five business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any Person (other than an Exempted Person) becoming an Acquiring Person be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b3(c) hereof) by the certificates representing for the Common Stock registered in the names of the holders thereof (or by Book Entry shares in respect of such the Common Stock) Stock and not by separate Right Certificates (as defined below)Certificates, and (y) the Rights each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignmail, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage‑prepaid postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate Date, as shown by the records of an Acquiring Person)the Company, at to the address of such holder shown on the records of the Companysuch records, a Right Certificate, certificate in substantially the form of Exhibit EXHIBIT B hereto (a “"Right Certificate”), ") evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, Date the Rights will be evidenced solely by such Right Certificates. (b) In connection with On the adoption of the Original Rights AgreementRecord Date, or as soon as practicable thereafter, the Company sent will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock Stock, substantially in the form attached hereto as EXHIBIT C (the “"Summary of Rights”"), by first-class, postage-postage prepaid mail, to each record holder of Common Stock and holder of Book Entry shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company Company. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the address at which such holder has consented Company's treasury) after the Record Date prior to receive noticethe earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock outstanding as of the Record Date, until the Distribution DateStock, the Rights associated with such shares will be evidenced by the share certificate such certificates for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the Summary of Rights, in substantially the form of Exhibit C hereto. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock or Book Entry shares outstanding on the Record Date, Date (with or without a copy of the Summary of RightsRights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry sharesthereby. (cd) Rights shall be Certificates issued in respect of all shares of for Common Stock issued or disposed of (including, without limitation, certificates issued upon disposition transfer or exchange of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesStock) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially to the effect of the followingfollowing legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Second Amended and Restated Section 382 Rights Agreement between CNO Financial GroupTAB Products Co. and ChaseMellon Shareholder Services, Inc. and American Stock Transfer & Trust Company, LLCL.L.C., as Rights Agent, dated as of November 13October 24, 2014 1996, as the same may be amended, supplemented or otherwise modified amended from time to time (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices office of CNO Financial Group, Inc. TAB Products Co. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. CNO Financial Group, Inc. TAB Products Co. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt by it of a written request therefor. Under certain circumstancesUNDER CERTAIN CIRCUMSTANCES AS PROVIDED IN THE RIGHTS AGREEMENT, as set forth in the Rights AgreementRIGHTS ISSUED TO, Rights owned by or transferred to any Person who is or becomes an Acquiring Person BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (as defined in the Rights AgreementAS DEFINED IN THE RIGHTS AGREEMENT) and certain transferees thereof will become null and void and will no longer be transferable. With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable lawOR AN ASSOCIATE OR AFFILIATE (AS DEFINED IN THE RIGHTS AGREEMENT) THEREOF AND CERTAIN TRANSFEREES THEREOF WILL BE NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall shall, until the Distribution Date, be evidenced by such certificates or Book Entry shares alone, and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the earlier of the Distribution Date, the Redemption Date or the Expiration Date, any Rights associated with such shares of Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(cparagraph (d), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.

Issuance of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth Business Day after the a Stock Acquisition Date (or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement by any Person (other than an Exempted Exempt Person) of, or the date of the first public announcement (such commencement date or announcement date being herein referred to as the "Offer Date") of the intention intent of such any Person (other than an Exempted Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any Person (other than an Exempted Person) becoming an Acquiring Person be the Beneficial Owner of 15 percent or more of the then outstanding Voting Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), any such date which is tenth Business Day after the date first to occur of this Rights Agreement and prior to the issuance of the Rights) (the earlier of such dates a Stock Acquisition Date or an Offer Date being herein referred to as the “"Distribution Date”"), , (xi) the Rights will automatically attach to, and be evidenced (subject to the provisions of Section 3(b) hereof) by by, the certificates representing the for Common Stock registered in the names of the holders thereof of Common Stock (or by Book Entry shares in respect of such which certificates for Common StockStock shall be deemed also to be Right Certificates) and not by separate Right Certificates Certificates, and (as defined below), and (yii) the Rights each Right will be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignmail, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage‑prepaid insured, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate Date, as shown by the records of an Acquiring Person)the Company at the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Companysuch records, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”)A hereto, evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) In connection with As soon as practicable after the adoption of the Original Rights AgreementRecord Date, the Company sent will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock (Rights, in substantially the “Summary of Rights”)form attached hereto as Exhibit B, by first-classclass mail, postage-prepaid mailpostage prepaid, to each record holder of Common Stock and holder of Book Entry shares as of the Close of Business on the Rights Record Date, at the address of such holder shown on the records of the Company. (c) The Company as will cause certificates for Common Stock issued after the address at which such holder has consented to receive notice. With respect to Rights Record Date (including replacement certificates for shares of Common Stock outstanding as of on or prior to the Rights Record Date), until but prior to the earliest of (i) the Distribution Date, the Rights associated with such shares will be evidenced by the share certificate for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the Summary of Rights, in substantially the form of Exhibit C hereto. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock or Book Entry shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry shares. (cii) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall and (iii) the date, if any, on which the Rights may be redeemed, to have impressed on, printed on, written on or otherwise affixed to them a legend substantially to the effect of the followingfollowing legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Second Amended and Restated Section 382 Rights Agreement between CNO Financial Group, Inc. the Company and American Stock Transfer & Trust Company, LLCChaseMellon Shareholder Services L.L.C., as Rights Agent, dated as of November 13, 2014 as the same may shall be amended, supplemented or otherwise modified amended from time to time (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of CNO Financial Group, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. CNO Financial Group, Inc. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights owned by issued to, or transferred to held by, any Person who is is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and or certain transferees thereof will become null and void and will no longer be transferable. With respect to of any Book Entry shares of Common Stockthereof, such legend shall be included in a notice to the registered holder whether currently held by or on behalf of such shares Person or by any subsequent holder, may be limited as provided in accordance with applicable lawSection 7(f) of the Rights Agreement. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, certificates shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to by such certificate. (d) Until the Distribution Date, the surrender for transfer of any of the certificates for Common Stock outstanding on or after the Rights Record Date, with or without a copy of the Summary of Rights attached thereto and with or without the legend set forth in subsection (c) above, shall also constitute the transfer of the Rights associated with such Common Stock shall Stock. After the Distribution Date, the Rights will be deemed cancelled and retired so that evidenced solely by the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Rights Agreement or the rights of any holder of the RightsRight Certificates.

Issuance of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth Business Day after the a Stock Acquisition Date (or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement by any Person (other than an Exempted Exempt Person) of, or the date of the first public announcement (such commencement date or announcement date being herein referred to as the "Offer Date") of the intention intent of such any Person (other than an Exempted Exempt Person) to commence, a tender or exchange offer (other than a Qualified Offer) upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any Person (other than an Exempted Person) becoming an Acquiring Person be the Beneficial Owner of 15% or more of the then outstanding Voting Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), any such date which is tenth Business Day after the date first to occur of this Rights Agreement and prior to the issuance of the Rights) (the earlier of such dates a Stock Acquisition Date or an Offer Date being herein referred to as the “"Distribution Date”"), , (xi) the Rights will automatically attach to, and be evidenced (subject to the provisions of Section 3(b) hereof) by by, the certificates representing the for Common Stock registered in the names of the holders thereof of Common Stock (or by Book Entry shares in respect of such which certificates for Common StockStock shall be deemed also to be Right Certificates) and not by separate Right Certificates Certificates, and (as defined below), and (yii) the Rights each Right will be transferable only in connection with the transfer of the underlying shares of Common Stock. Upon the occurrence of a Distribution Date, the Company shall promptly notify the Rights Agent and request a stockholder list from the Company's transfer agent. As soon as practicable after the Distribution Date, the Company will prepare Rights Agent receives such notice and executestockholder list, the Rights Agent will countersignmail, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage‑prepaid insured, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate Date, as shown by the records of an Acquiring Person)the Company at the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Companysuch records, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”)A hereto, evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) In connection with As soon as practicable after the adoption of the Original Rights AgreementRecord Date, the Company sent will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock (Rights, in substantially the “Summary of Rights”)form attached hereto as Exhibit B, by first-classclass mail, postage-prepaid mailpostage prepaid, to each record holder of Common Stock and holder of Book Entry shares as of the Close of Business on the Rights Record Date, at the address of such holder shown on the records of the Company. (c) The Company as will cause certificates for Common Stock issued after the address at which such holder has consented to receive notice. With respect to Rights Record Date (including replacement certificates for shares of Common Stock outstanding as of on or prior to the Rights Record Date), until but prior to the earliest of (i) the Distribution Date, the Rights associated with such shares will be evidenced by the share certificate for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the Summary of Rights, in substantially the form of Exhibit C hereto. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock or Book Entry shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry shares. (cii) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall and (iii) the date, if any, on which the Rights may be redeemed, to have impressed on, printed on, written on or otherwise affixed to them a legend substantially to the effect of the followingfollowing legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Second Amended and Restated Section 382 Rights Agreement between CNO Financial Group, Inc. the Company and American Stock Transfer & Trust Company, LLC, Company as Rights Agent, dated as of November 13, 2014 Agent as the same may shall be amended, supplemented or otherwise modified amended from time to time (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of CNO Financial Group, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. CNO Financial Group, Inc. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights owned by issued to, or transferred to held by, any Person who is is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and or certain transferees thereof will become null and void and will no longer be transferable. With respect to of any Book Entry shares of Common Stockthereof, such legend shall be included in a notice to the registered holder whether currently held by or on behalf of such shares Person or by any subsequent holder, may be limited as provided in accordance with applicable lawSection 7(f) of the Rights Agreement. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, certificates shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to by such certificate. (d) Until the Distribution Date, the surrender for transfer of any of the certificates for Common Stock outstanding on or after the Rights Record Date, with or without a copy of the Summary of Rights attached thereto and with or without the legend set forth in subsection (c) above, shall also constitute the transfer of the Rights associated with such Common Stock shall Stock. After the Distribution Date, the Rights will be deemed cancelled and retired so that evidenced solely by the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Rights Agreement or the rights of any holder of the RightsRight Certificates.

Issuance of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth Business Day after the a Stock Acquisition Date (or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement by any Person (other than an Exempted Exempt Person) of, or the date of the first public announcement (such commencement date or announcement date being herein referred to as the "Offer Date") of the intention intent of such any Person (other than an Exempted Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any Person (other than an Exempted Person) becoming an Acquiring Person be the Beneficial Owner of 15 percent or more of the then outstanding Voting Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), any such date which is tenth Business Day after the date first to occur of this Rights Agreement and prior to the issuance of the Rights) (the earlier of such dates a Stock Acquisition Date or an Offer Date being herein referred to as the “"Distribution Date”"), , (xi) the Rights will automatically attach to, and be evidenced (subject to the provisions of Section 3(b) hereof) by by, the certificates representing the for Common Stock registered in the names of the holders thereof of Common Stock (or by Book Entry shares in respect of such which certificates for Common StockStock shall be deemed also to be Right Certificates) and not by separate Right Certificates Certificates, and (as defined below), and (yii) the Rights each Right will be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignmail, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage‑prepaid insured, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate Date, as shown by the records of an Acquiring Person)the Company at the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Companysuch records, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”)A hereto, evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) In connection with As soon as practicable after the adoption of the Original Rights AgreementRecord Date, the Company sent will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock (Rights, in substantially the “Summary of Rights”)form attached hereto as Exhibit B, by first-classclass mail, postage-prepaid mailpostage prepaid, to each record holder of Common Stock and holder of Book Entry shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as the address at which such holder has consented to receive notice. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights associated with such shares will be evidenced by the share certificate for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the Summary of Rights, in substantially the form of Exhibit C hereto. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock or Book Entry shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry shares. (c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially to the effect of the following: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Second Amended and Restated Section 382 Rights Agreement between CNO Financial Group, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent, dated as of November 13, 2014 as the same may be amended, supplemented or otherwise modified from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of CNO Financial Group, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. CNO Financial Group, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable. With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.as

Issuance of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth Business Day after the a Stock Acquisition Date (or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement by any Person (other than an Exempted Exempt Person) of, or the date of the first public announcement (such commencement date or announcement date being herein referred to as the "Offer Date") of the intention intent of such any Person (other than an Exempted Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any Person (other than an Exempted Person) becoming an Acquiring Person be the Beneficial Owner of 15 percent or more of the then outstanding Voting Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), any such date which is tenth Business Day after the date first to occur of this Rights Agreement and prior to the issuance of the Rights) (the earlier of such dates a Stock Acquisition Date or an Offer Date being herein referred to as the “"Distribution Date”"), , (xi) the Rights will automatically attach to, and be evidenced (subject to the provisions of Section 3(b) hereof) by by, the certificates representing the for Common Stock registered in the names of the holders thereof of Common Stock (or by Book Entry shares in respect of such which certificates for Common StockStock shall be deemed also to be Right Certificates) and not by separate Right Certificates Certificates, and (as defined below), and (yii) the Rights each Right will be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignmail, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage‑prepaid insured, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate Date, as shown by the records of an Acquiring Person)the Company at the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Companysuch records, a Right Certificate, in substantially the form of attached hereto as Exhibit B hereto (a “Right Certificate”)A, evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) In connection with As soon as practicable after the adoption of the Original Rights AgreementRecord Date, the Company sent will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock (Rights, in substantially the “Summary of Rights”)form attached hereto as Exhibit B, by first-classclass mail, postage-prepaid mailpostage prepaid, to each record holder of Common Stock and holder of Book Entry shares as of the Close of Business on the Rights Record Date, at the address of such holder shown on the records of the Company. (c) The Company as will cause certificates for Common Stock issued after the address at which such holder has consented to receive notice. With respect to Rights Record Date (including replacement certificates for shares of Common Stock outstanding as of on or prior to the Rights Record Date), until but prior to the earliest of (i) the Distribution Date, the Rights associated with such shares will be evidenced by the share certificate for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the Summary of Rights, in substantially the form of Exhibit C hereto. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock or Book Entry shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry shares. (cii) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall and (iii) the date, if any, on which the Rights may be redeemed, to have impressed on, printed on, written on or otherwise affixed to them a legend substantially to the effect of the followingfollowing legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Second Amended and Restated Section 382 Rights Agreement between CNO Financial Group, Inc. the Company and American Stock Transfer & Trust Company, LLC, Company as Rights Agent, dated as of November 13, 2014 Agent as the same may shall be amended, supplemented or otherwise modified amended from time to time (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of CNO Financial Group, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. CNO Financial Group, Inc. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights owned by issued to, or transferred to held by, any Person who is is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and or certain transferees thereof will become null and void and will no longer be transferable. With respect to of any Book Entry shares of Common Stockthereof, such legend shall be included in a notice to the registered holder whether currently held by or on behalf of such shares Person or by any subsequent holder, may be limited as provided in accordance with applicable lawSection 7(f) of the Rights Agreement. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, certificates shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to by such certificate. (d) Until the Distribution Date, the surrender for transfer of any of the certificates for Common Stock outstanding on or after the Rights Record Date, with or without a copy of the Summary of Rights attached thereto and with or without the legend set forth in subsection (c) above, shall also constitute the transfer of the Rights associated with such Common Stock shall Stock. After the Distribution Date, the Rights will be deemed cancelled and retired so that evidenced solely by the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Rights Agreement or the rights of any holder of the RightsRight Certificates.

Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Corporation or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the Record Date, at the address of such holder shown on the records of the Corporation. (b) Until the Close close of Business business on the day which is the earlier of (i) the tenth Business Day day after the Stock Acquisition Date (or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempted Exempt Person) of, or of the first public announcement of the intention intent of such any Person (other than an Exempted Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person would result in any Person be the Beneficial Owner of 15% or more of the then outstanding shares of Voting Stock of the Corporation (other than an Exempted Person) becoming an Acquiring Person (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will shall be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates representing the for Common Stock registered in the names of the holders thereof (or by Book Entry shares in respect of such Common Stock) and not by separate Right Certificates (as defined below), and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage‑prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificatetogether with, in substantially the form case of Exhibit B hereto (a “Right Certificate”), evidencing one Right (subject to adjustment as provided herein) certificates for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) In connection with the adoption of the Original Rights Agreement, the Company sent a copy of a Summary of Rights to Purchase Shares of Preferred Stock (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Common Stock and holder of Book Entry shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as the address at which such holder has consented to receive notice. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights associated with such shares will be evidenced by the share certificate for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the Summary of Rights, in substantially ) and not by separate Right certificates and the form record holders of Exhibit C heretosuch certificates for Common Stock shall be the record holders of the Rights represented thereby and (y) each Right shall be transferable only simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided). Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for Common Stock shall constitute the surrender for transfer of the Right or Book Entry shares outstanding on Rights associated with the Record DateCommon Stock evidenced thereby, with whether or without not accompanied by a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry shares. (c) Rights shall be issued in respect of all shares of Common Stock issued that become outstanding after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or disposed of the Final Expiration Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Corporation's treasury or transfer or exchange of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesStock) after the Record Date but prior to the earlier earliest of the Distribution Date and Date, the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Final Expiration Date shall have impressed onimpressed, printed onprinted, written on or stamped thereon or otherwise affixed to them a legend substantially to thereto the effect of the followingfollowing legend: This certificate also evidences and entitles the holder hereof to certain rights the same number of Rights (subject to adjustment) as set forth in the Second Amended and Restated Section 382 number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between CNO Financial Group, Inc. Summit Bancorp. and American Stock Transfer & First Chicago Trust Company, LLC, as Company of New York (the "Rights Agent"), dated as of November 13June 16, 2014 1999, as the same it may be amended, supplemented or otherwise modified amended from time to time (the “Rights "Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of CNO Financial Group, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. CNO Financial Group, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request thereforSummit Bancorp. Under certain circumstances, as set forth in the Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. Summit Bancorp. shall mail to the registered holder of this certificate a copy of the Agreement without charge within five days after receipt of a written request therefor. As provided in Section 7(e) of the Agreement, Rights owned issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Agreement) or any subsequent holder of such Rights shall be null and void and may not be exercised by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable. With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable lawPerson. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, Date the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificate or Book Entry sharecertificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company Corporation purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled canceled and retired so that the Company Corporation shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(cparagraph (c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (d) As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent (and the Rights Agent will, if requested, send), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Distribution Date, as shown by the records of the Corporation, at the address of such holder shown on such records, a certificate in the form provided by Section 4 hereof (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by Right Certificates and may be transferred by the transfer of the Right Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.

Issuance of Right Certificates. (a) Until On the Close of Business on the earlier of (i) the tenth Business Day after the Stock Acquisition Record Date (or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempted Person) of, or of the first public announcement of the intention of such Person (other than an Exempted Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempted Person) becoming an Acquiring Person (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates representing the Common Stock registered in the names of the holders thereof (or by Book Entry shares in respect of such Common Stock) and not by separate Right Certificates (as defined below), and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Datethereafter), the Company will prepare and executeshall send a copy of a Summary of Rights, in substantially the Rights Agent will countersignform attached hereto as Exhibit B (the "Summary of Rights"), and the Company will send or cause to be sent (and the Rights Agent willby first class mail, if requested, send) by first-class, postage‑prepaid mailpostage prepaid, to each record holder of the Common Stock as of the Close close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) In connection with the adoption of the Original Rights Agreement, the Company sent a copy of a Summary of Rights to Purchase Shares of Preferred Stock (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Common Stock and holder of Book Entry shares as of the Close of Business business on the Record Date, at the address of such holder shown on the records of the Company. (b) Until the close of business on the tenth day (or such later date as may be determined by action of the Board of Directors) after the earlier to occur of (i) the Stock Acquisition Date or (ii) the date of the commencement by any Person (other than an Exempt Person) of, or the first public announcement of the intent of any Person (other than an Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 20% or more of the then outstanding shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the address at which such holder has consented to receive notice. With respect to shares of Common Stock outstanding as of the Record Date, until the "Distribution Date"), (x) the Rights associated with such shares will shall be evidenced (subject to the provisions of Section 3(a)) by the share certificate certificates for such shares of Common Stock registered in the names name of the holders thereof or of the Book Entry shares, in Common Stock (which certificates for Common Stock shall also constitute certificates for Rights) and not by separate Right Certificates and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby and (y) each case Right shall be transferable only simultaneously and together with the Summary transfer of Rights, in substantially the form a share of Exhibit C heretoCommon Stock. Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for Common Stock shall constitute the surrender for transfer of the Right or Book Entry shares outstanding on Rights associated with the Record DateCommon Stock evidenced thereby, with whether or without not a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated is transferred simultaneously with the shares of Common Stock represented by such certificate or Book Entry sharesshare certificate. (c) Rights shall be issued in respect of all shares of Certificates for Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier earliest of the Distribution Date and Date, the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Final Expiration Date shall have impressed onimpressed, printed onprinted, written on or stamped thereon or otherwise affixed to them a legend substantially to thereto the effect of the followingfollowing legend: This certificate also evidences and entitles the holder hereof to certain rights the same number of Rights as set forth in the Second Amended and Restated Section 382 number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between CNO BFC Financial GroupCorporation and Xxxxx Xxxxxx Shareholder Services, Inc. and American Stock Transfer & Trust Company, LLC, as L.L.C. (the "Rights Agent"), dated as of November 13January 10, 2014 as the same may be amended, supplemented or otherwise modified from time to time 1997 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of CNO BFC Financial Group, Inc. Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will shall no longer be evidenced by this certificate. CNO BFC Financial Group, Inc. will Corporation shall mail to the registered holder of this certificate a copy of the Rights Agreement without charge within five days after receipt of a written request therefor. Under certain circumstances, circumstances as set forth provided in the Rights Agreement, Rights issued to or owned by Acquiring Persons or transferred to any Person who is their Affiliates or becomes an Acquiring Person Associates (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable. With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered subsequent holder of such shares in accordance with applicable law. With respect Rights shall be null and void. (d) As soon as practicable after the Distribution Date, the Company or the Rights Agent shall send, by first class mail, postage prepaid, to such certificates containing the foregoing legend, or any notice each record holder of the foregoing legend delivered to holders Common Stock as of Book Entry sharesthe close of business on the Distribution Date, until as shown by the records of the Company, at the address of such holder shown on such records, a certificate in the form provided by Section 4 hereof (a "Right Certificate"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall be evidenced solely by such certificates or Book Entry shares alone, Right Certificates and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall also constitute may be transferred by the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases Right Certificate as permitted hereby, separately and apart from any transfer of one or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the more shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Rights Agreement or the rights of any holder of the RightsStock.

Issuance of Right Certificates. (a) Until the earlier of the Close of Business on the earlier of (i) the tenth Business Day day after the date on which the Stock Acquisition Date (orTime occurs, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth Business Day (or such specified or unspecified later date on or after the Record Date as may be determined by action of the Board of Directors of the Corporation prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempted Exempt Person) of, or of the first public announcement of the intention of such any Person (other than an Exempted Exempt Person) to commence, a tender or exchange offer for an amount of Common Stock of the consummation Corporation which, together with the shares of which such stock already owned by such Person, would result in any such Person (other than an Exempted Person) becoming an Acquiring Person (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), including any such date which that is after the date of this Rights Agreement and prior to the issuance of the Rights) (the earlier of such dates (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced by a current ownership statement issued with respect to uncertificated shares of Common Stock in lieu of a stock certificate (subject to the provisions of Section 3(b) hereof) an "Ownership Statement"), or by the certificates representing the for shares of Common Stock of the Corporation registered in the names of the holders thereof (or by Book Entry shares in respect of such Common Stock) thereof, and not by separate Right Certificates (as defined below)Book-Entries and Ownership Statements or by separate Rights Certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage‑prepaid insured, postage-prepaid mail, to each record holder of Common Stock of the Corporation as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the CompanyCorporation, a Right Certificate, in substantially the form of Exhibit B hereto (a “"Right Certificate”"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock of the Corporation so held. In , subject to adjustment and to the event that an adjustment in the number provisions of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) In connection with On the adoption of the Original Rights AgreementRecord Date or as soon as practicable thereafter, the Company sent Corporation will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock (Stock, in substantially the “Summary of Rights”)form attached hereto as Exhibit C, by first-class, postage-prepaid mail, to each record holder of its Common Stock and holder of Book Entry shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as the address at which such holder has consented to receive noticeCorporation. With respect to shares of Book-Entries and Ownership Statements or certificates for Common Stock of the Corporation outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights associated with such shares will be evidenced by the share certificate such Book-Entries and Ownership Statements or certificates for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the Summary of Rights, in substantially the form of Exhibit C hereto. Until the earlier of the Distribution Date (or, if earlier, or the Expiration Date), the transfer of any Common Stock represented by a Book-Entry and Ownership Statement or the surrender for transfer of any certificate for Common Stock or Book Entry shares of the Corporation outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate Book-Entry and Ownership Statement or Book Entry sharescertificate. (c) Rights shall be Certificates (or Ownership Statements) issued in respect of all shares of by the Corporation for Common Stock issued (whether upon transfer or disposed exchange of (includingoutstanding Common Stock, without limitation, upon disposition of Common Stock out of treasury stock or original issuance or reissuance of Common Stock out of authorized but unissued sharesdisposition from the Corporation's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall also be deemed to be certificates for the Rights and shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially to the effect of the followingfollowing legend: This certificate [certificate][statement] also evidences and entitles the holder hereof to certain rights Rights as set forth in the Second Amended and Restated Section 382 a Rights Agreement between CNO Financial Groupthe Corporation and Xxxxx Fargo Bank Minnesota, Inc. and American Stock Transfer & Trust Company, LLCNational Association, as Rights Agent, dated as of November 13, 2014 as the same it may be amended, supplemented or otherwise modified amended from time to time (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of CNO Financial Group, Inc. the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate[certificate][statement]. CNO Financial Group, Inc. The Corporation will mail to the holder of this certificate [certificate][statement] a copy of the Rights Agreement (as in effect on the date of mailing) without charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights beneficially owned by or transferred to any Person who is or becomes an Acquiring Person Person, or any Associate or Affiliate thereof (as such terms are defined in the Rights Agreement) and certain transferees thereof will ), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void and will no longer be transferable. With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable lawvoid. With respect to such certificates (or Ownership Statements) containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock of the Corporation represented by such certificates or Book Entry shares evidenced by such Ownership Statements shall be evidenced by such certificates or Book Entry shares aloneOwnership Statements alone and registered holders of Common Stock of the Corporation shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate or Book Entry share, except as otherwise provided herein, certificates shall also constitute the transfer of the Rights associated with the Common Stock of the Corporation represented thereby. In the event that the Company purchases by such certificates or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstandingOwnership Statements. Notwithstanding this Section 3(cparagraph (c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.

Issuance of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth Business Day after the a Stock Acquisition Date (or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement by any Person (other than an Exempted Exempt Person) of, or the date of the first public announcement (such commencement date or announcement date being herein referred to as the "Offer Date") of the intention intent of such any Person (other than an Exempted Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any Person (other than an Exempted Person) becoming an Acquiring Person be the Beneficial Owner of 20 percent or more of the then outstanding Voting Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), any such date which is tenth Business Day after the date first to occur of this Rights Agreement and prior to the issuance of the Rights) (the earlier of such dates a Stock Acquisition Date or an Offer Date being herein referred to as the “"Distribution Date”"), , (xi) the Rights will automatically attach to, and be evidenced (subject to the provisions of Section 3(b) hereof) by by, the certificates representing the for Common Stock registered in the names of the holders thereof of Common Stock (or by Book Entry shares in respect of such which certificates for Common StockStock shall be deemed also to be Right Certificates) and not by separate Right Certificates (as defined below)Certificates, and (yii) the Rights each Right will be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignmail, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage‑prepaid insured, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate Date, as shown by the records of an Acquiring Person)the Company at the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Companysuch records, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”)A hereto, evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) In connection with As soon as practicable after the adoption of the Original Rights AgreementRecord Date, the Company sent will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock (Rights, in substantially the “Summary of Rights”)form attached hereto as Exhibit B, by first-classclass mail, postage-prepaid mailpostage prepaid, to each record holder of Common Stock and holder of Book Entry shares as of the Close of Business on the Rights Record Date, at the address of such holder shown on the records of the Company. (c) The Company as will cause certificates for Common Stock issued after the address at which such holder has consented to receive notice. With respect to Rights Record Date (including replacement certificates for shares of Common Stock outstanding as of on or prior to the Rights Record Date), until but prior to the earliest of (i) the Distribution Date, the Rights associated with such shares will be evidenced by the share certificate for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the Summary of Rights, in substantially the form of Exhibit C hereto. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock or Book Entry shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry shares. (cii) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall and (iii) the date, if any, on which the Rights may be redeemed, to have impressed on, printed on, written on or otherwise affixed to them a legend substantially to the effect of the followingfollowing legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Second Amended and Restated Section 382 Rights Agreement between CNO Financial Group, Inc. the Company and American Stock Transfer & Trust Company, LLCFirst Union National Bank, as Rights Agent, dated as of November 13, 2014 as the same may shall be amended, supplemented or otherwise modified amended from time to time (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of CNO Financial Group, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. CNO Financial Group, Inc. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights owned by issued to, or transferred to held by, any Person who is is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and or certain transferees thereof will become null and void and will no longer be transferable. With respect to of any Book Entry shares of Common Stockthereof, such legend shall be included in a notice to the registered holder whether currently held by or on behalf of such shares Person or by any subsequent holder, may be limited as provided in accordance with applicable lawSection 7(f) of the Rights Agreement. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, certificates shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to by such certificate. (d) Until the Distribution Date, the surrender for transfer of any of the certificates for Common Stock outstanding on or after the Rights Record Date, with or without a copy of the Summary of Rights attached thereto and with or without the legend set forth in subsection (c) above, shall also constitute the transfer of the Rights associated with such Common Stock shall Stock. After the Distribution Date, the Rights will be deemed cancelled and retired so that evidenced solely by the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Rights Agreement or the rights of any holder of the RightsRight Certificates.

Issuance of Right Certificates. (a) Until the Close close of Business business on the earlier to occur of (i) the tenth Business Day after day following the Stock Acquisition Date (or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) day after the date of the commencement by any Person (other than an Exempted Exempt Person) of, or of the first public announcement of the intention intent of such any Person (other than an Exempted Exempt Person) to commence, a tender or exchange offer offer, upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any Person (be the Beneficial Owner of Common Stock and/or other than an Exempted Person) becoming an Acquiring Person securities representing 15% or more of the Voting Power (irrespective of whether any shares are actually purchased pursuant to any such offer) (includingthe earliest of such dates, in the case of both clause (i) and (ii), including any such date which that is after the date of this Rights Agreement and prior to the issuance of the Rights) (the earlier of such dates Record Date, being herein referred to herein as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b3(c) hereof) by the certificates representing for the Common Stock registered in the names of the holders thereof (or by Book Entry shares in respect of such the Common Stock) Stock and not by separate Right Certificates (as defined below)certificates, and (y) the Rights each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage‑prepaid postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, certificate in substantially the form of Exhibit B hereto (a “"Right Certificate”), ") evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held, subject to adjustment as herein provided. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 11(i) or 13 Section 11(p) hereof, at the time of distribution of the Right CertificatesCertificate, the Company shall may elect to make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), ) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) In connection with As soon as practicable following the adoption of the Original Rights AgreementRecord Date, the Company sent will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock Stock, substantially in the form attached hereto as Exhibit C (the “"Summary of Rights”"), by first-class, postage-postage prepaid mail, to each record holder of Common Stock and holder of Book Entry shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company as the address at which such holder has consented to receive notice. Company. (c) With respect to shares of certificates for Common Stock outstanding as of the Record Date, until the Distribution Date (or, if earlier, the Expiration Date), the Rights associated with such shares will be evidenced by the share certificate certificates for such shares of Common Stock registered in the names of the holders thereof or the Book Entry sharesthereof, in each case together with a copy of the Summary of Rights, in substantially and the form registered holders of Exhibit C heretothe Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock or Book Entry shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the surrender for transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry sharesthereby. (cd) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesfrom the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration DateDate and, or in certain circumstances provided for in Section 22 hereof, may be issued in respect of shares of Common Stock that become outstanding after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition representing such shares of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after shall also be deemed to be certificates for Rights, and shall bear the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially to the effect of the followingfollowing legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Second Amended and Restated Section 382 a Rights Agreement between CNO Financial Group, Inc. BancFirst Corporation and American Stock Transfer & Trust Company, LLC, BancFirst as Rights Agent, dated as of November 13February 25, 2014 as the same may be amended, supplemented or otherwise modified from time to time 1999 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices office of CNO Financial Group, Inc. BancFirst Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. CNO Financial Group, Inc. BancFirst Corporation will mail to the holder of record of this certificate a copy of the Rights Agreement Agreement, without charge charge, within five days after receipt of a written request therefor. Under certain circumstances, as set forth provided in the Rights Agreement, Rights issued to or beneficially owned by Acquiring Persons or transferred to any Person who is their Associates or becomes an Acquiring Person Affiliates (as defined in the Rights Agreement) and certain transferees thereof or any purported subsequent holder of such Rights will become null and void and will no longer be transferable. With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall shall, until the Distribution Date, be evidenced by such certificates or Book Entry shares alone, and registered holders of Common Stock shall also be the registered holders of the associated Rights and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.

Issuance of Right Certificates. 3.1 From the date hereof until the earlier of (a) Until the Close of Business on the earlier of (i) the tenth Business Day calendar day after the Stock Acquisition Date or (or, if the Stock Acquisition Date occurs before the Record Date, b) the Close of Business on the Record Date) or (ii) the tenth Business Day (or such later date other calendar day, if any, as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personmay determine in its sole discretion) after the date of the commencement by any Person (other than an Exempted Person) of, or of the first public announcement of the intention of such Person (other than an Exempted Person) to commence, a tender or exchange offer the consummation of which would result in by any Person (Person, other than an Exempted Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) becoming an Acquiring of the Exchange Act, or any successor rule, if, upon consummation thereof, such Person would be the Beneficial Owner of 20% or more of the Common Shares then outstanding (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the “"Distribution Date”"), (xi) the Rights will be evidenced (subject to the provisions of Section 3(b) 3.2 hereof) by the certificates representing for the Common Stock of the Company registered in the names of the holders thereof of the Common Stock of the Company (or by Book Entry shares in respect which certificates for Common Stock of such Common Stockthe Company shall be deemed also to be certificates for Rights) and not by separate Right Certificates (as defined below)certificates, and (yii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common StockStock of the Company. The Company shall give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, and receipt of written notice of the Company will prepare and executeDistribution Date from the Company, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedat the Company's expense, send) , by first-class, postage‑prepaid insured, postage prepaid mail, to each record holder of the Common Stock of the Company as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of Exhibit B hereto (a “the "Right Certificate”Certificates"), evidencing one Right (for each share of Common Stock of the Company so held, subject to adjustment as provided herein) for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock of the Company has been made pursuant to Section 11 or 13 11.15 hereof, at the time of distribution of the Right Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a14.1 hereof) hereof)at the time of distribution of the Right Certificates, so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) In connection with 3.2 With respect to certificates for the adoption Common Stock of the Original Rights Agreement, the Company sent a copy of a Summary of Rights issued prior to Purchase Shares of Preferred Stock (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Common Stock and holder of Book Entry shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as the address at which such holder has consented to receive notice. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights associated with such shares will be evidenced by such certificates for the share certificate for such shares of Common Stock registered in the names of the holders thereof Company on or until the Distribution Date (or the Book Entry sharesearlier redemption, in each case together with expiration or termination of the Summary Rights), and the registered holders of the Common Stock of the Company also shall be the registered holders of the associated Rights, in substantially the form of Exhibit C hereto. Until the Distribution Date (oror the earlier redemption, if earlier, expiration or termination of the Expiration DateRights), the surrender for transfer of any certificate of the certificates for the Common Stock or Book Entry shares outstanding on the Record Date, with or without a copy of the Summary Company outstanding prior to the date of Rights, this Agreement shall also constitute the transfer of the Rights associated with the shares of Common Stock of the Company represented by such certificate or Book Entry sharescertificate. (c) Rights shall be issued in respect of all shares of 3.3 Certificates for the Common Stock of the Company issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date Date, but prior to the earlier of the Distribution Date and or the Expiration Dateredemption, expiration or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier termination of the Distribution Date Rights, shall be deemed also to be certificates for Rights, and shall bear a legend, substantially in the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially to the effect of the followingform set forth below: "This certificate also evidences and entitles the holder hereof to certain rights as Rights set forth in the Second Amended and Restated Section 382 a Shareholders' Rights Agreement between CNO Financial Group, Inc. the Company and American Stock Transfer & Trust Company, LLC, The Bank of New York as Rights Agent (the "Rights Agent"), dated as of November 13July 25, 2014 2001, as the same may be amended, supplemented or otherwise modified amended from time to time (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of CNO Financial Group, Inc. the Company. The Company will mail to the registered holder of this certificate a copy of the Rights Agreement without charge upon written request. Under certain circumstances, as circumstances set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. CNO Financial Group, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights owned issued to, or held by or transferred to any Person who is is, was or becomes becomes, or acquires shares from, an Acquiring Person or any Affiliate of an Acquiring Person (as each such term is defined in the Rights Agreement) , and generally relating to the ownership or purchase of large shareholdings), whether currently held by or on behalf of such Person or Affiliate or by certain transferees thereof will subsequent holders, may become null and void and will no longer be transferable. With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable law. void." With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock of the Company represented by such certificates or Book Entry shares shall be evidenced by such certificates alone until the Distribution Date (or Book Entry shares alonethe earlier redemption, expiration or termination of the Rights), and the surrender for transfer of any of such certificate or Book Entry share, except as otherwise provided herein, certificates shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented therebyby such certificates. In the event that the Company purchases or otherwise acquires any shares of Common Stock of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock of the Company which are no longer outstanding. Notwithstanding this Section 3(c), neither the omission of a legend nor the The failure to deliver print the notice of foregoing legend on any such legend required hereby shall affect the enforceability of any part of this Rights Agreement or the rights of any holder certificate representing Common Stock of the RightsCompany or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7.5 hereof.

Issuance of Right Certificates. (a) Until the earlier of the Close of Business on the earlier of (i) the tenth Business Day day after the date on which the Stock Acquisition Date (orTime occurs, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth Business Day (or such specified or unspecified later date on or after the Record Date as may be determined by action of the Board of Directors of the Corporation prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempted Exempt Person) of, or of the first public announcement of the intention of such any Person (other than an Exempted Exempt Person) to commence, a tender or exchange offer for an amount of Common Stock of the consummation Corporation which, together with the shares of which such stock already owned by such Person, would result in any such Person (other than an Exempted Person) becoming an Acquiring Person (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), including any such date which that is after the date of this Rights Agreement and prior to the issuance of the Rights) (the earlier of such dates (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced by a current ownership statement issued with respect to uncertificated shares of Common Stock in lieu of a stock certificate (subject to the provisions of Section 3(b) hereof) an “Ownership Statement”), or by the certificates representing the for shares of Common Stock of the Corporation registered in the names of the holders thereof (or by Book Entry shares in respect of such Common Stock) thereof, and not by separate Right Certificates (as defined below)Book-Entries and Ownership Statements or by separate Rights Certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage‑prepaid insured, postage-prepaid mail, to each record holder of Common Stock of the Corporation as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the CompanyCorporation, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock of the Corporation so held. In , subject to adjustment and to the event that an adjustment in the number provisions of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) In connection with On the adoption of the Original Rights AgreementRecord Date or as soon as practicable thereafter, the Company sent Corporation will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock (Stock, in substantially the “Summary of Rights”)form attached hereto as Exhibit C, by first-class, postage-prepaid mail, to each record holder of its Common Stock and holder of Book Entry shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as the address at which such holder has consented to receive noticeCorporation. With respect to shares of Book-Entries and Ownership Statements or certificates for Common Stock of the Corporation outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights associated with such shares will be evidenced by the share certificate such Book-Entries and Ownership Statements or certificates for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the Summary of Rights, in substantially the form of Exhibit C hereto. Until the earlier of the Distribution Date (or, if earlier, or the Expiration Date), the transfer of any Common Stock represented by a Book-Entry and Ownership Statement or the surrender for transfer of any certificate for Common Stock or Book Entry shares of the Corporation outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate Book-Entry and Ownership Statement or Book Entry sharescertificate. (c) Rights shall be Certificates (or Ownership Statements) issued in respect of all shares of by the Corporation for Common Stock issued (whether upon transfer or disposed exchange of (includingoutstanding Common Stock, without limitation, upon disposition of Common Stock out of treasury stock or original issuance or reissuance of Common Stock out of authorized but unissued sharesdisposition from the Corporation’s treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall also be deemed to be certificates for the Rights and shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially to the effect of the followingfollowing legend: This certificate [certificate][statement] also evidences and entitles the holder hereof to certain rights Rights as set forth in the Second Amended and Restated Section 382 a Rights Agreement between CNO Financial Groupthe Corporation and Xxxxx Fargo Bank Minnesota, Inc. and American Stock Transfer & Trust Company, LLCNational Association, as Rights Agent, dated as of November 13, 2014 as the same it may be amended, supplemented or otherwise modified amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of CNO Financial Group, Inc. the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate[certificate][statement]. CNO Financial Group, Inc. The Corporation will mail to the holder of this certificate [certificate][statement] a copy of the Rights Agreement (as in effect on the date of mailing) without charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights beneficially owned by or transferred to any Person who is or becomes an Acquiring Person Person, or any Associate or Affiliate thereof (as such terms are defined in the Rights Agreement) and certain transferees thereof will ), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void and will no longer be transferable. With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable lawvoid. With respect to such certificates (or Ownership Statements) containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock of the Corporation represented by such certificates or Book Entry shares evidenced by such Ownership Statements shall be evidenced by such certificates or Book Entry shares aloneOwnership Statements alone and registered holders of Common Stock of the Corporation shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate or Book Entry share, except as otherwise provided herein, certificates shall also constitute the transfer of the Rights associated with the Common Stock of the Corporation represented thereby. In the event that the Company purchases by such certificates or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstandingOwnership Statements. Notwithstanding this Section 3(cparagraph (c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.

Issuance of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth Business Day after the Stock Acquisition Date (or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempted Person) of, or of the first public announcement of the intention of such Person (other than an Exempted Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempted Person) becoming an Acquiring Person (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates representing the Common Stock registered in the names of the holders thereof (or by Book Entry shares in respect of such Common Stock) and not by separate Right Certificates (as defined below), and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage‑prepaid postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) In connection with the adoption of the Original Rights Agreement, the Company sent a copy of a Summary of Rights to Purchase Shares of Preferred Stock (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Common Stock and holder of Book Entry shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as the address at which such holder xxxxxx has consented to receive notice. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights associated with such shares will be evidenced by the share certificate for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the Summary of Rights, in substantially the form of Exhibit C hereto. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock or Book Entry shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry shares. (c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially to the effect of the following: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Second Fifth Amended and Restated Section 382 Rights Agreement between CNO Financial Group, Inc. and American Stock Transfer & Equiniti Trust Company, LLC, as Rights Agent, dated as of November 1310, 2014 2023 as the same may be amended, supplemented or otherwise modified from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of CNO Financial Group, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. CNO Financial Group, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable. With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.

Issuance of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth Business Day day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempted Exempt Person) of, or of the first public announcement of the intention intent of such any Person (other than an Exempted Exempt Person) to commencecommence (which intention to commence remains in effect for five business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any Person (other than an Exempted Person) becoming an Acquiring Person be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b3(c) hereof) by the certificates representing for the Common Stock registered in the names of the holders thereof (or by Book Entry shares in respect of such the Common Stock) Stock and not by separate Right Certificates (as defined below)Certificates, and (y) the Rights each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignmail, and at the Company will send or cause to be sent (and expense of the Rights Agent willCompany, if requested, send) by first-class, postage‑prepaid postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate Date, as shown by the records of an Acquiring Person)the Company, at to the address of such holder shown on the records of the Companysuch records, a Right Certificate, certificate in substantially the form of Exhibit B hereto (a “"Right Certificate”), ") evidencing --------- one Right (subject to adjustment as provided herein) for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, Date the Rights will be evidenced solely by such Right Certificates. (b) In connection with On the adoption of the Original Rights AgreementRecord Date, or as soon as practicable thereafter, the Company sent will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock Stock, substantially in the form attached hereto as Exhibit C (the “"Summary of --------- Rights”"), by first-class, postage-postage prepaid mail, to each record holder of Common Stock and holder of Book Entry shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company Company. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the address at which such holder has consented Company's treasury) after the Record Date prior to receive noticethe earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock outstanding as of the Record Date, until the Distribution DateStock, the Rights associated with such shares will be evidenced by the share certificate such certificates for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the Summary of Rights, in substantially the form of Exhibit C hereto. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock or Book Entry shares outstanding on the Record Date, Date (with or without a copy of the Summary of RightsRights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry sharesthereby. (cd) Rights shall be Certificates issued in respect of all shares of for Common Stock issued or disposed of (including, without limitation, certificates issued upon disposition transfer or exchange of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesStock) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially to the effect of the followingfollowing legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Second Amended and Restated Section 382 Rights Agreement between CNO Financial GroupPower Integrations, Inc. and American Stock Transfer & Trust CompanyBankBoston, LLCN.A., as Rights Agent, dated as of November 13February 24, 2014 1999, as the same may be amended, supplemented or otherwise modified amended from time to time (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices office of CNO Financial GroupPower Integrations, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. CNO Financial GroupPower Integrations, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt by it of a written request therefor. Under certain circumstances, circumstances as set forth provided in the Rights Agreement, Rights issued to, beneficially owned by or transferred to any Person person who is or becomes an Acquiring Person (as defined in the Rights Agreement) or an Associate or Affiliate (as defined in the Rights Agreement) thereof and certain transferees thereof will become be null and void and will no longer be transferable. With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall shall, until the Distribution Date, be evidenced by such certificates or Book Entry shares alone, and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the earlier of the Distribution Date, the Redemption Date or the Expiration Date, any Rights associated with such shares of Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(cparagraph (d), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.

Issuance of Right Certificates. (a) Until the Close of Business on the earlier of Distribution Date, (i) the tenth Business Day after the Stock Acquisition Date (or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempted Person) of, or of the first public announcement of the intention of such Person (other than an Exempted Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempted Person) becoming an Acquiring Person (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates representing the Common Stock Shares registered in the names of the record holders thereof (or by Book Entry shares in respect of such which certificates representing Common Stock) and not by separate Shares will also be deemed to be Right Certificates (as defined belowCertificates), and (yii) the Rights will be transferable only in connection with the transfer of the underlying Common StockShares and (iii) the surrender for transfer of any certificates evidencing Common Shares in respect of which Rights have been issued will also constitute the transfer of the Rights associated with the Common Shares evidenced by such certificates. As soon On or as promptly as practicable after the Distribution Record Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-first class, postage‑prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) In connection with the adoption of the Original Rights Agreement, the Company sent a copy of a Summary of Rights to Purchase Shares of Preferred Stock (the “Summary of Rights”), by first-class, postage-postage prepaid mail, to each record holder of Common Stock and holder of Book Entry shares Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as the address at which of such holder has consented to receive notice. With respect to shares date, a copy of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights associated with such shares will be evidenced by the share certificate for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the a Summary of Rights, Rights to Purchase Preferred Stock in substantially the form of attached as Exhibit C hereto. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock or Book Entry shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry shares.C. (cb) Rights shall will be issued by the Company in respect of all shares Common Shares (other than Common Shares issued upon the exercise or exchange of Common Stock any Right) issued or disposed of delivered by the Company (including, without limitation, upon disposition of Common Stock out of treasury stock whether originally issued or issuance or reissuance of Common Stock out of authorized but unissued sharesdelivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for evidencing such Common Stock (includingShares will have stamped on, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on on, or otherwise affixed to them a the following legend substantially or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the effect of the followingCommon Shares may from time to time be listed or quoted, or to conform to usage: This certificate Certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Second Amended and Restated Section 382 a Rights Agreement between CNO Financial Group, Inc. Clarus Corporation and American Stock Transfer & Trust Company, LLC, as Rights Agent, dated as of November 13February 12, 2014 as the same may be amended, supplemented or otherwise modified from time to time 2008 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of CNO Financial Group, Inc. Clarus Corporation. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may be exchanged, may expire, may be amended or may be evidenced by separate certificates and will no longer be evidenced by this certificateCertificate. CNO Financial Group, Inc. Clarus Corporation will mail to the holder of this certificate Certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances, circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or transferred to any Person who is Affiliate or becomes Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and certain transferees void. (c) Any Right Certificate issued pursuant to this Section 3 that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof will and any Right Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate and any Right Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Right Certificate referred to in this sentence, shall be subject to and contain the following legend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage: The Rights represented by this Right Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) or Section 13 of the Rights Agreement. (d) As promptly as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will no longer countersign and the Company will send or cause to be transferable. With respect sent (and the Rights Agent will, if requested and if provided with all necessary information, send), by first class, insured, postage prepaid mail, to any Book Entry shares each record holder of Common StockShares as of the Close of Business on the Distribution Date, such legend shall be included in a notice to at the registered holder address of such shares in accordance with applicable law. With respect to such certificates containing holder shown on the foregoing legend, or any notice records of the foregoing legend delivered Company, a Right Certificate evidencing one Right for each Common Share so held, subject to holders adjustment as provided herein. As of Book Entry shares, until and after the Distribution Date, the Rights associated with the Common Stock represented will be evidenced solely by such certificates or Book Entry shares Right Certificates. The Company shall be evidenced by such certificates or Book Entry shares alone, and promptly notify the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall also constitute Rights Agent in writing upon the transfer occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights associated with Agent, the Common Stock represented thereby. Rights Agent may presume conclusively that the Distribution Date has not occurred. (e) In the event that the Company purchases or otherwise acquires any Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall Shares will be deemed cancelled canceled and retired so that the Company shall will not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Rights Agreement Shares so purchased or the rights of any holder of the Rightsacquired.

Issuance of Right Certificates. (a) Until the earlier of the Close of Business on the earlier of (i) the tenth Business Day after the Stock Acquisition Date (or, if the Stock Acquisition Date such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date) after the Stock Acquisition Date or (ii) the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such specified or unspecified later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) Board, after the date of the commencement that a tender or exchange offer by any Person (other than an Exempted Exempt Person) ofis first published, sent or given within the meaning of Rule 14d-4(a) of the first public announcement General Rules and Regulations under the Exchange Act, if, upon consummation thereof, such Person, together with its Affiliates and Associates, would be the Beneficial Owner of the intention of such Person (other than an Exempted Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempted Person) becoming an Acquiring Person Substantial Block (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, the earlier of the dates set forth in the case of both clause clauses (i) and (ii), any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (the earlier of such dates above being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates representing for the Common Stock Shares of the Company registered in the names of the holders thereof of the Common Shares of the Company (or by Book Entry shares in respect which certificates for Common Shares of such Common Stockthe Company shall be deemed also to be certificates for Rights) and not by separate Right Certificates (as defined below), and (y) the Rights each Right or fraction thereof will be transferable only in connection with the transfer of the underlying Common StockShares (including a transfer by the Company). As soon promptly as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage‑prepaid postage-prepaid mail, to each record holder of the Common Stock Shares of the Company as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate Date, as shown by the records of an Acquiring Person)the Company, at the address of such holder shown on the records of the Companysuch records, a Right Certificateone or more certificates for Rights, in substantially the form of Exhibit B hereto (each such certificate, a “"Right Certificate”"), evidencing one (1) Right for each Class A Share and one-twentieth (1/20th) of a Right for each Class B Share so held, subject to adjustment as provided herein) for each share herein and to the provisions of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such the Right Certificates. (b) In connection with As promptly as practicable following the adoption of the Original Rights AgreementRecord Date, the Company sent will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock Shares, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”"), by first-class, postage-prepaid mail, to each record holder of its Common Stock and holder of Book Entry shares Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as the address at which such holder has consented to receive noticeCompany. With respect to shares of certificates for the Common Stock Shares outstanding as of the Close of Business on the Record Date, until the earlier of the Close of Business on the Distribution Date or the Expiration Date, the Rights associated with such shares will be evidenced by such certificates for the share certificate for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case Shares together with the Summary of Rights and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, in substantially the form of Exhibit C hereto. Until the earlier of the Close of Business on the Distribution Date (or, if earlier, or the Expiration Date), the surrender for transfer of any certificate of the certificates for the Common Stock or Book Entry shares outstanding on Shares of the Record DateCompany in respect of which Rights have been issued, with or without a copy of the Summary of RightsRights attached, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented Shares evidenced by such certificate or Book Entry sharescertificates. (c) Rights shall be issued in respect of all shares Common Shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) the Company which shall become outstanding after the Record Date but prior to the earlier of the Close of Business on the Distribution Date and the Expiration Date, or in certain circumstances and, to the extent provided in Section 22 hereof, in respect of Common Shares of the Company issued after the Close of Business on the Distribution Date and prior to the Expiration Date. Certificates issued for Common Stock (including, without limitation, upon transfer Shares of the Company that shall become outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) be transferred after the Record Date but prior to the earlier of the Close of Business on the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially to the effect of the followingfollowing legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Second Amended and Restated Section 382 Rights Agreement between CNO Financial GroupThe Xxxxxxxx and Xxxxxxxx Company and Xxxxx Fargo Bank Minnesota, Inc. and American Stock Transfer & Trust Company, LLC, as Rights AgentN.A., dated as of November 13April 18, 2014 2001, as the same may shall be amended, supplemented or otherwise modified amended from time to time (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of CNO Financial Group, Inc. The Xxxxxxxx and Xxxxxxxx Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. CNO Financial Group, Inc. The Xxxxxxxx and Xxxxxxxx Company will mail to the holder of this certificate a copy of the Rights Agreement (as in effect on the date of mailing) without charge within five days after receipt of a written request therefor. Under certain circumstances, as set forth provided in the Rights Agreement, Rights beneficially owned by or transferred to any Person who is or becomes an Acquiring Person or any Associate or Affiliate thereof (as such terms are defined in the Rights Agreement) and certain transferees thereof will ), whether by or on behalf of such Person or by any subsequent holder, may become null and void void. The Rights shall not be exercisable, and will no longer be transferable. With respect to any Book Entry shares of Common Stock, such legend shall be included void so long as held, by a holder in a notice any jurisdiction where the requisite qualification to the registered holder issuance to such holder, or the exercise by such holder, of the Rights in such shares in accordance with applicable lawjurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, or any notice until the earlier of the foregoing legend delivered to holders Close of Book Entry shares, until Business on the Distribution Date and the Expiration Date, the Rights associated with the Common Stock represented Shares of the Company evidenced by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, certificates shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby. In the event that Shares of the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with evidenced by such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rightscertificates.

Issuance of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth Business Day day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempted Exempt Person) of, or of the first public announcement of the intention intent of such any Person (other than an Exempted Exempt Person) to commencecommence (which intention to commence remains in effect for five business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any Person (other than an Exempted Person) becoming an Acquiring Person be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b3(c) hereof) by the certificates representing for the Common Stock registered in the names of the holders thereof (or by Book Entry shares in respect of such the Common Stock) Stock and not by separate Right Certificates (as defined below)Certificates, and (y) the Rights each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignmail, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage‑prepaid postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate Date, as shown by the records of an Acquiring Person)the Company, at to the address of such holder shown on the records of the Companysuch records, a Right Certificate, certificate in substantially the form of Exhibit EXHIBIT B hereto (a “"Right Certificate”), ") evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, Date the Rights will be evidenced solely by such Right Certificates. (b) In connection with On the adoption of the Original Rights AgreementRecord Date, or as soon as practicable thereafter, the Company sent will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock Stock, substantially in the form attached hereto as EXHIBIT C (the “"Summary of Rights”"), by first-class, postage-postage prepaid mail, to each record holder of Common Stock and holder of Book Entry shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company Company. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the address at which such holder has consented Company's treasury) after the Record Date prior to receive noticethe earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock outstanding as of the Record Date, until the Distribution DateStock, the Rights associated with such shares will be evidenced by the share certificate such certificates for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the Summary of Rights, in substantially the form of Exhibit C hereto. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock or Book Entry shares outstanding on the Record Date, Date (with or without a copy of the Summary of RightsRights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry sharesthereby. (cd) Rights shall be Certificates issued in respect of all shares of for Common Stock issued or disposed of (including, without limitation, certificates issued upon disposition transfer or exchange of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesStock) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially to the effect of the followingfollowing legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Second Amended and Restated Section 382 Rights Agreement between CNO Financial GroupVISTA Information Solutions, Inc. and American Stock Transfer & Trust Company, LLCNorwest Shareowner Services, as Rights Agent, dated as of November 13May 24, 2014 2000, as the same may be amended, supplemented or otherwise modified amended from time to time (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices office of CNO Financial GroupVISTA Information Solutions, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. CNO Financial GroupVISTA Information Solutions, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt by it of a written request therefor. Under certain circumstancesUNDER CERTAIN CIRCUMSTANCES AS PROVIDED IN THE RIGHTS AGREEMENT, as set forth in the Rights AgreementRIGHTS ISSUED TO, Rights owned by or transferred to any Person who is or becomes an Acquiring Person BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (as defined in the Rights AgreementAS DEFINED IN THE RIGHTS AGREEMENT) and certain transferees thereof will become null and void and will no longer be transferable. With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable lawOR AN ASSOCIATE OR AFFILIATE (AS DEFINED IN THE RIGHTS AGREEMENT) THEREOF AND CERTAIN TRANSFEREES THEREOF WILL BE NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall shall, until the Distribution Date, be evidenced by such certificates or Book Entry shares alone, and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the earlier of the Distribution Date, the Redemption Date or the Expiration Date, any Rights associated with such shares of Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(cparagraph (d), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.

Issuance of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth Business Day day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempted Exempt Person) of, or of the first public announcement of the intention intent of such any Person (other than an Exempted Exempt Person) to commencecommence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any Person be the Beneficial Owner of fifteen percent (other than an Exempted Person15%) becoming an Acquiring Person or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the “Distribution Date”"DISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b3(c) hereof) by the certificates representing for the Common Stock registered in the names of the holders thereof (or by Book Entry shares in respect of such the Common Stock) Stock and not by separate Right Certificates (as defined below)Certificates, and (y) the Rights each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignmail, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage‑prepaid postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate Date, as shown by the records of an Acquiring Person)the Company, at to the address of such holder shown on the records of the Companysuch records, a Right Certificate, certificate in substantially the form of Exhibit EXHIBIT B hereto (a “Right Certificate”), "RIGHT CERTIFICATE") evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, Date the Rights will be evidenced solely by such Right Certificates. (b) In connection with On the adoption of the Original Rights AgreementRecord Date, or as soon as practicable thereafter, the Company sent will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock Stock, substantially in the form attached hereto as EXHIBIT C (the “Summary of a "SUMMARY OF Rights”"), by first-class, postage-postage prepaid mail, to each record holder of Common Stock and holder of Book Entry shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company Company. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the address at which such holder has consented Company's treasury) after the Record Date prior to receive noticethe earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock outstanding as of the Record Date, until the Distribution DateStock, the Rights associated with such shares will be evidenced by the share certificate such certificates for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the Summary of Rights, in substantially the form of Exhibit C hereto. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock or Book Entry shares outstanding on the Record Date, Date (with or without a copy of the Summary of RightsRights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry sharesthereby. (cd) Rights shall be Certificates issued in respect of all shares of for Common Stock issued or disposed of (including, without limitation, certificates issued upon disposition transfer or exchange of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesStock) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially to the effect of the followingfollowing legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Second Amended and Restated Section 382 Rights Agreement between CNO Financial GroupInvitrogen Corporation, Inc. (the "COMPANY") and American Stock Transfer & Trust Company, LLCFleet National Bank, as Rights Agent, dated as of November 13February 27, 2014 2001, as the same may be amended, supplemented or otherwise modified amended from time to time (the “Rights "RIGHTS Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices office of CNO Financial Group, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. CNO Financial Group, Inc. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt by it of a written request therefor. Under certain circumstancesUNDER CERTAIN CIRCUMSTANCES AS PROVIDED IN THE RIGHTS AGREEMENT, as set forth in the Rights AgreementRIGHTS ISSUED TO, Rights owned by or transferred to any Person who is or becomes an Acquiring Person BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (as defined in the Rights AgreementAS DEFINED IN THE RIGHTS AGREEMENT) and certain transferees thereof will become null and void and will no longer be transferable. With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable lawOR AN ASSOCIATE OR AFFILIATE (AS DEFINED IN THE RIGHTS AGREEMENT) THEREOF AND CERTAIN TRANSFEREES THEREOF WILL BE NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall shall, until the Distribution Date, be evidenced by such certificates or Book Entry shares alone, and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the earlier of the Distribution Date, the Redemption Date or the Expiration Date, any Rights associated with such shares of Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(cparagraph (d), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.

Issuance of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth Business Day day after but not including the Stock Acquisition Date (or, if the tenth day after but not including the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after but not including the date of the commencement by any Person (other than an Exempted a Related Person) of, or of the first public announcement of the intention intent of such any Person (other than an Exempted a Related Person) to commencecommence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any Person (other than an Exempted Person) becoming an Acquiring Person be the Beneficial Owner of 4.95% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b3(c) hereof) by the certificates representing for the Common Stock registered in the names of the holders thereof (or by Book Entry shares in respect of such the Common Stock) Stock and not by separate Right Certificates (as defined below)Certificates, and (y) the Rights each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Company has notified the Rights Agent of the occurrence of a Distribution Date, the Company will prepare and execute, the Rights Agent will countersignmail, and at the expense of the Company will send or cause to be sent (and the Rights Agent willif provided with all necessary information, if requested, send) by first-class, postage‑prepaid postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate Date, as shown by the records of an Acquiring Person)the Company, at to the address of such holder shown on the records of the Companysuch records, a Right Certificate, certificate in substantially the form of Exhibit B hereto (a “Right Certificate”), ) evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall as promptly as practicable notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice has been received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) In connection with On the adoption of the Original Rights AgreementRecord Date, or as soon as practicable thereafter, the Company sent will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock Stock, substantially in the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage-postage prepaid mail, to each record holder of Common Stock and holder of Book Entry shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company Company. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the address at which such holder has consented Company's treasury) after the Record Date prior to receive noticethe earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock outstanding as of the Record Date, until the Distribution DateStock, the Rights associated with such shares will be evidenced by the share certificate such certificates for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the Summary of Rights, in substantially the form of Exhibit C hereto. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock or Book Entry shares outstanding on the Record Date, Date (with or without a copy of the Summary of RightsRights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry sharesthereby. (cd) Rights shall be Certificates issued in respect of all shares of for Common Stock issued or disposed of (including, without limitation, certificates issued upon disposition transfer or exchange of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesStock) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following (or a legend substantially to the effect of the followingsimilar) legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Second a Amended and Restated Section 382 Rights Agreement between CNO Financial GroupExtreme Networks, Inc. and American Stock Transfer & Trust Company, Computershare Shareowner Services LLC, as Rights Agent, dated as of November 13April 26, 2014 2012, as the same may be amended, supplemented or otherwise modified amended from time to time (the “Rights Agreement”), the terms and conditions of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices office of CNO Financial GroupExtreme Networks, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. CNO Financial GroupExtreme Networks, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt by it of a written request therefor. Under certain circumstances, as set forth provided in the Rights Agreement, Rights issued to, beneficially owned by or transferred to any Person person who is or becomes an Acquiring Person (as defined in the Rights Agreement) or an Associate or Affiliate (as defined in the Rights Agreement) thereof and certain transferees thereof will become be null and void and will no longer be transferable. With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall shall, until the Distribution Date, be evidenced by such certificates or Book Entry shares alone, and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the earlier of the Distribution Date, the Redemption Date or the Expiration Date, any Rights associated with such shares of Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this Section 3(cparagraph (d), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.