0001224608-12-000076 Sample Contracts

DEBENTURE REPURCHASE AGREEMENT
Debenture Repurchase Agreement • September 10th, 2012 • CNO Financial Group, Inc. • Accident & health insurance • New York

DEBENTURE REPURCHASE AGREMENT, dated as of September 4, 2012 (this “Agreement”), by and among CNO Financial Group, Inc., a Delaware corporation (the “Company”), and Paulson Credit Opportunities Master Ltd. and Paulson Recovery Master Fund Ltd. (collectively, the “Paulson Holders”) holders of 7.0% Convertible Senior Debentures due 2016 (the “Debentures”) issued by the Company under the Indenture, dated as of October 16, 2009 (as amended, supplemented, or modified from time to time) by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

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