0001224608-15-000022 Sample Contracts

CNO FINANCIAL GROUP, INC.
Amendment to Long-Term Incentive Plan • May 5th, 2015 • CNO Financial Group, Inc. • Accident & health insurance

CNO Financial Group, Inc., a Delaware corporation (the "Company"), is amending the treatment of awards under the Company's Amended and Restated Long-Term Incentive Plan (the "Plan") in the event that your employment is terminated due to death or disability or in connection with a Change in Control. Capitalized terms used in this letter agreement without definition shall have the meaning set forth in the original award agreement(s).

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CNO FINANCIAL GROUP, INC.
Amendment to Long-Term Incentive Plan • May 5th, 2015 • CNO Financial Group, Inc. • Accident & health insurance

CNO Financial Group, Inc., a Delaware corporation (the "Company"), is amending the treatment of awards under the Company's Amended and Restated Long-Term Incentive Plan (the "Plan") in the event that your employment is terminated due to death or disability or in connection with a Change in Control. Capitalized terms used in this letter agreement without definition shall have the meaning set forth in the original award agreement(s).

FIRST AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • May 5th, 2015 • CNO Financial Group, Inc. • Accident & health insurance • Delaware

This First Amendment to Rights Agreement, dated as of April 22, 2015 (this “Amendment”), is entered into by and between CNO Financial Group, Inc., a Delaware corporation (the “Company”) and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”). This Amendment is an amendment to the Second Amended and Restated Section 382 Rights Agreement, dated as of November 13, 2014 (the “Rights Agreement”) by and between the Company and the Rights Agent. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Rights Agreement.

CNO FINANCIAL GROUP, INC.
Amendment to Long-Term Incentive Plan • May 5th, 2015 • CNO Financial Group, Inc. • Accident & health insurance

CNO Financial Group, Inc., a Delaware corporation (the "Company"), is amending the treatment of awards under the Company's Amended and Restated Long-Term Incentive Plan (the "Plan") in the event that your employment is terminated due to death or disability or in connection with a Change in Control. Capitalized terms used in this letter agreement without definition shall have the meaning set forth in the original award agreement(s).

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