CNO Financial Group, Inc. Announces Commencement of Cash Tender Offer for Any and All of its 7.0% Convertible Senior Debentures

CNO Financial Group, Inc. Announces Commencement of Cash Tender Offer for Any
          and All of its 7.0% Convertible Senior Debentures due 2016

PR Newswire

CARMEL, Ind., Feb. 11, 2013

CARMEL, Ind., Feb. 11, 2013 /PRNewswire/ --CNO Financial Group, Inc. (NYSE:
CNO) ("CNO") today announced that it has commenced a tender offer to purchase
for cash any and all of its outstanding 7.0% Convertible Senior Debentures due
2016 (CUSIP Nos. 12621EAC7, 12621EAE3, 12621EAF0 and 12621EAB9) (the
"Debentures"). The tender offer (the "Offer") is being made upon the terms and
subject to the conditions set forth in the CNO's Offer to Purchase, dated
February 11, 2013 (the "Offer to Purchase"), and the related Letter of
Transmittal. The Offer will expire at 12:00 midnight, New York City time, at
the end of Wednesday, March 27, 2013, unless it is extended (such date, as it
may be extended by CNO, the "Expiration Date") or earlier terminated by CNO.

The Offer is being conducted as part of CNO's previously announced securities
repurchase program. As of February 8, 2013, CNO had repurchase capacity of
approximately $350 million under its securities repurchase program. As of
February 8, 2013, there was $92,996,000 aggregate principal amount of
Debentures outstanding.

Upon the terms and subject to the conditions of the Offer, holders of
Debentures who validly tender and do not validly withdraw their Debentures at
or prior to 12:00 midnight, New York City time, at the end of the Expiration
Date, will receive, for each $1,000 principal amount of such Debentures, a
cash purchase price (the "Purchase Price") equal to the sum of (i) the Average
Volume Weighted Average Price ("Average VWAP") (as defined below) multiplied
by 183.5145 plus (ii) a fixed cash amount of $61.25, provided that in no event
will the Purchase Price be less than $1,454.13 per $1,000 principal amount of
such Debentures. The Purchase Price will not be adjusted at any time during
the Offer for any dividends declared and/or paid on CNO's common stock during
the Offer. In addition to the Purchase Price, holders will receive, in
respect of their Debentures that are accepted for purchase, accrued and unpaid
interest on such Debentures to, but excluding, the settlement date of the
Offer.

"Average VWAP" is the simple arithmetic average of the Daily VWAPs over the
Averaging Period. The Averaging Period is the period of 30 consecutive
trading days beginning on February 13, 2013 and ending on the Expiration Date.
The Daily VWAP for any trading day means the per share volume-weighted average
price of CNO's common stock on the New York Stock Exchange, as displayed under
the heading "Bloomberg VWAP" on Bloomberg page "CNO.N <equity> AQR" (or its
equivalent successor if such page is not available), in respect of the period
from the scheduled open of trading until the scheduled close of trading of the
primary trading session of the New York Stock Exchange on such trading day (or
if such volume-weighted average price is unavailable, the market value of one
share of CNO's common stock on such trading day determined, using a
volume-weighted average method, by CNO). The Daily VWAP will be determined
without regard to pre-market hours or after hours trading or any other trading
outside of the regular trading session trading hours.

CNO will determine the Purchase Price promptly after the close of trading on
the New York Stock Exchange on the Expiration Date, which will be March 27,
2013 unless the Offer has been extended or earlier terminated by CNO. CNO
will announce the Purchase Price no later than 4:30 p.m., New York City time,
on that day. The Purchase Price will also be available by that time at
http://www.gbsc-usa.com/CNO and from the information agent for the Offer.
Prior to the determination of the Purchase Price, an indicative purchase price
will be available at that same web address and from the information agent for
the Offer.

The terms and conditions of the Offer appear in the Offer to Purchase and the
Letter of Transmittal, both of which will be distributed to all holders of the
Debentures. The Offer is not subject to any minimum tender condition. However,
the Offer is subject to certain other conditions as more fully described in
the Offer to Purchase. CNO expressly reserves the right to waive these
conditions in whole or in part at any or at various times in its sole
discretion.

None of CNO, its management or board of directors, the dealer manager, the
depositary or the information agent makes any recommendation to any holder of
Debentures as to whether to tender any Debentures. None of CNO, its management
or board of directors, the dealer managers, the depositary or the information
agent has authorized any person to give any information or to make any
representation in connection with the Offer other than the information and
representations contained in the Offer to Purchase or in the Letter of
Transmittal.

Information with respect to the Offer

Goldman Sachs & Co. is acting as dealer manager for the Offer. Global
Bondholder Services Corporation is acting as the depositary for the Offer and
as the information agent for the Offer. Questions regarding the Offer should
be directed to Goldman Sachs & Co., (800) 828-3182 (toll-free) or (212)
902-5183 (collect). Requests for copies of the Offer to Purchase and the
Letter of Transmittal may be directed to Global Bondholder Services
Corporation by phone at (866) 794-2200 (toll free) or (212) 430-3774 (collect)
or in writing at 65 Broadway, Suite 404, New York, New York 10006.

This press release is for information purposes only and shall not constitute
an offer to purchase, a solicitation of an offer to purchase, or a
solicitation of an offer to sell securities. The Offer may be made only
pursuant to the terms and conditions of the Offer to Purchase, the Letter of
Transmittal and the other related Offer materials. An issuer tender offer
statement on Schedule TO, including the Offer to Purchase and the Letter of
Transmittal, describing the Offer will be filed with the Securities and
Exchange Commission. Holders of the Debentures are encouraged to read the
Schedule TO and its exhibits carefully before making any decision with respect
to the Offer because it contains important information. The Schedule TO, the
Offer to Purchase, the Letter of Transmittal and other related Offer materials
will be available free of charge at the website of the Securities and Exchange
Commission at www.sec.gov. In addition, CNO will provide copies of the
Schedule TO and related Offer materials upon request free of charge to holders
of the Debentures.

About CNO
CNO is a holding company. Our insurance subsidiaries – principally Bankers
Life and Casualty Company, Washington National Insurance Company and Colonial
Penn Life Insurance Company – serve pre-retiree and retired Americans by
helping them protect against financial adversity and provide for a more secure
retirement. For more information, visit CNO online at www.CNOinc.com.

SOURCE CNO Financial Group, Inc.

Website: http://www.CNOinc.com
Contact: (News Media) Tony Zehnder +1-312-396-7086; or (Investors) Erik
Helding +1-317-817-4760