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CNO Financial Group, Inc. Announces Cash Tender Offer And Consent Solicitation For Its 9.00% Senior Secured Notes Due 2018 (CUSIP Nos. 12621E AD5 (Rule 144A) And U1746E AA1 (Regulation S))

CARMEL, Ind., Sept. 4, 2012 /PRNewswire/ -- CNO Financial Group, Inc. (NYSE: CNO) ("CNO") announced today that it commenced a cash tender offer (the "Tender Offer") to purchase any and all of its 9.00% Senior Secured Notes due 2018 (the "Notes"), currently outstanding in the aggregate principal amount of $275.0 million.

In connection with the Tender Offer, CNO is soliciting the consents (the "Consents") of holders of the Notes to certain proposed amendments to the indenture governing the Notes (the "Consent Solicitation").  The purpose of such Consent Solicitation and amendments is to eliminate substantially all of the restrictive covenants contained in the indenture and certain events of default and related provisions.

The Tender Offer will expire at 12:00 midnight, New York City time, at the end of Monday, October 1, 2012, unless extended or earlier terminated by CNO in its sole discretion (such time and date, as the same may be extended, the "Expiration Date").

Under the terms of the Tender Offer, holders of Notes who validly tender and do not validly withdraw their Notes and consents on or before 5:00 p.m., New York City time, on September 17, 2012 (such time and date, as the same may be extended or earlier terminated by CNO in its sole discretion, the "Consent Date"), will receive the "Total Consideration," which is equal to $1,173.65 per $1,000 in principal amount of Notes validly tendered. The Total Consideration is equal to the redemption price (exclusive of accrued and unpaid interest) that would be payable if CNO had exercised its option under the indenture governing the Notes to redeem the Notes at a price equal to $1,000 plus the Applicable Premium (as defined in the indenture), based on an assumed redemption date that is the same as an assumed initial payment date (the "Initial Payment Date") of September 28, 2012.  The actual Initial Payment Date will be selected by CNO following the occurrence of both the Consent Date and the satisfaction or waiver of the conditions to consummation of the Tender Offer and the Consent Solicitation. The Total Consideration will not change if the actual Initial Payment Date is a date other than September 28, 2012.  In addition, accrued and unpaid interest to, but not including, the applicable date of payment for the Notes accepted for purchase will be paid.

The Total Consideration includes a payment of $30 per $1,000 in principal amount of notes tendered by the Consent Date (the "Consent Payment").  Holders of Notes who validly tender and do not validly withdraw their Notes after the Consent Date, but on or before the Expiration Date, will receive the Total Consideration less the Consent Payment.

Holders of Notes will not be able to revoke their consents after the Consent Date.

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