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Corporate Governance OverviewCorporate Governance Overview
April 2015
CNO – Invested in Middle-Income America
65mm Households in the
Middle-Income Market
The Opportunity
Large
 Middle market consumers comprise approximately
53% of the U.S. population – US Census Data and LIMRA 2014
U d d & U d
~30%
Uninsured*
Underserved & Unprepared
 Half those near and in retirement receive no
professional retirement guidance – Center for Secure Retirement
 The missed opportunity in the middle market for life
insurers has grown significantly the rising cost ofinsurers has grown significantly… the rising cost of
healthcare, may be an emerging, largely unrecognized
need for life insurance planning – Conning Research 2012
Growing
 On average nearly 10 000 Americans turning 65 every On average, nearly 10,000 Americans turning 65 every
day – US Census Data
25% of the remainder acknowledge
they are underinsured
CNO Financial Group | Corporate Governance Overview | April 2015 2
* Portion of the middle-income market with no individual or group life insurance
Sources: McKinsey & Company and LIMRA
How to Succeed in the Middle-Market
 72% of middle-market consumers want toCNO takes a proactive approach to
Know Your Customer…
speak with professionals about at least one
financial product or service - LIMRA
 Retirement healthcare concerns on par with
financial concerns – Center for Secure Retirement
CNO takes a proactive approach to 
understanding its customers
 Customer needs analysis and agent/customer relationships 
 Bankers Life Center for a Secure Retirement
 Washington National Institute for Wellness Solutions
 Three-fourths have no plan for retirement
care – Center for Secure Retirement
 9-in-10 lack confidence in ability to financially
address a critical illness – Institute for Wellness Solutions
 Product development and marketing surveys
Strategic alignment required to succeed in the middle marketg g q
Distribution
Products &
Advice
Operations &
Administration
CNO Financial Group | Corporate Governance Overview | April 2015 3
Advice Administration
Track Record of Execution
350%
375%
400%
U
Mar-14:
CLIC* Sale
Feb-15:
Strategic IT
Partnership
275%
300%
325%
350%
ice
Up
230%
Up
162%
May-13
Term Loan
Re-Pricing
Feb-14:
LTC Block
Reinsurance
175%
200%
225%
250%
IndexedPri
162%
Oct-11:
Ed Bonach
Sep-12:
$1bnRecap
May-12:
Initiated
Dividend
100%
125%
150%
175%
CNO
CNO S&P Upgrade
CNO Moody’s Upgrade
Life Peers
Ed Bonach
Becomes
CEO
Jan-12:
FredCrawford
B CFO
Dividend
Proactive Management Actions Resulting in Stock Price Outperformance
75%
Oct-11 Jan-12 Apr-12 Jul-12 Oct-12 Jan-13 Apr-13 Jul-13 Oct-13 Jan-14 Apr-14 Jul-14 Oct-14 Jan-15
Becomes CFO
CNO Financial Group | Corporate Governance Overview | April 2015 4
Proactive Management Actions Resulting in Stock Price Outperformance
*Conseco Life Insurance Company
Returning Capital to Shareholders
 Repurchased equivalent of 112 million
Total Securities RepurchasesHighlights
($ in millions)Repurchased equivalent of 112 million
shares, leading to a 36% reduction in
weighted average diluted shares
outstanding
$522.2
$376 5
$342.0
$134 2
$57.4
 Through 12/31/14, cumulative return of
$1.2 billion at average price of $10.93
per share
 Through 12/31/14 $89mm in common
$252.6
$376.5
$69.8
$180.2
$118.4
$319.1
$134.2
2011 2012 2013 2014
 Through 12/31/14, $89mm in common
stock dividends paid since 2012;
achieved 20% payout ratio in 2014
 CNO capital return as percentage of
$69.8
2011 2012 2013 2014
Share Repurchases Convertible/Warrant Repurchases
p p g
market capitalization exceeds Life
sector peers since 2012
Common Stock Dividends $ - $13.9 $24.4 $51.0
CNO Financial Group | Corporate Governance Overview | April 2015 5
Weighted Average Diluted
Shares Outstanding
307.5mm 217.7mm
Proactive Shareholder Engagement
 Management is highly engaged with shareholders and seeks
feedback on performance and key issuesy
− Participates in numerous industry events
− Began holding Investor Day events in 2012
− Investor access via sell-side hosted events
− Proactively schedules/is available for direct one-on-one meetings
− Conducts periodic stakeholder surveys
 Clearly defines business strategy, challenges and opportunities
 Increased and enhanced disclosure practices and transparency over the
past several years
CNO Financial Group | Corporate Governance Overview | April 2015 6
Governance Aligned With Shareholder Interests
 Independent, non-classified and highly engaged Board of Directors with a
non-executive chairman
 Ability of shareholders to call a special meeting
 CNO’s Section 382 shareholder rights plan protects the ~$2.75 per shareg p p $ p
economic value of its deferred tax assets
 Consistent favorable scoring by major proxy firms
− 2015 ISS Overall QuickScore of 1 (Low concern)
 Board size (9) and average tenure (~7 years) in line with best practices and
consistent with average for S&P 500 companiesconsistent with average for S&P 500 companies
 Five new directors elected since beginning of 2011 and two new directors
nominated
CNO Financial Group | Corporate Governance Overview | April 2015 7
 Directors subject to minimum share holding requirements
Executive Compensation
CNO’s compensation practices align interests of executives with those of
shareholders by rewarding shareholder value creation…
 Executives subject to minimum stock holding requirements
 No significant perquisites offered…participate in Company-sponsored benefit programs
on the same basis as other full-time associates
 Change in control agreements governed by double trigger arrangements
 No Supplemental Executive Retirement Programs (SERPs) offered to current executives
 Variable pay ~70-80% of total direct compensation for named executive officers
 Incentive compensation subject to clawback
 Incentive compensation program rewards sustainable operational and productivity Incentive compensation program rewards sustainable operational and productivity
improvements
 Strong say on pay voting record
CNO Financial Group | Corporate Governance Overview | April 2015 8
− > 98% shareholder approval in 2012, 2013 and 2014
Risk Appetite
Effective risk management is a key component of our strategy and culture…we take risks and expect to
be appropriately rewarded while seeking to prevent or mitigate unrewarded risks
CNO’s Risk Appetite Statement assists in achieving the following objectives: CNO’s Risk Appetite Statement assists in achieving the following objectives:
− Alignment of strategic vision with view of risk and risk-taking with risk-tolerance
− Enhanced risk-consciousness at senior management and Board levels
− Embeds risk management more deeply into our culture
− Generates enhanced risk-related management information
− Expedites and enhances quality of decision making and response to major external events
 CNO’s Risk Appetite Statement establishes a set of core principles around which we manage our business:
− Maintain minimum consolidated risk based capital of 350% and 300% on an individual legal entity basis
− Maintain cash and investments at the holding company of $150 million at all times
− Pay annual statutory dividends of $150-$300 million
− Earn GAAP net operating income of at least 90% of prior year
− Achieve sales growth greater than the industry average
− Increase the value of our business each year
− Accept a reasonable level of operational risk but monitor and manage that risk
− Manage impact and risk associated with external factors, including legal, regulatory and environmental
CNO Financial Group | Corporate Governance Overview | April 2015 9
g p , g g , g y
− Protect our reputation through proactive management of underlying risks
Board Committee Structure*
Audit & Enterprise Risk
Chairman: Robert C. Greving
 Appointment of independent accountants
 Oversight of management’s processes for managing enterprise risk
 Consider adequacy of internal accounting controls
 Review and monitor the Company’s compliance with legal and regulatory requirements
Governance & Nominating
C
 Review and monitor the Company s compliance with legal and regulatory requirements
 Establishes criteria for Board membership
 Considers, recruits and reviews candidates to fill new positions on the Board
C id ibl fli t f i t t i l i B d b d k tiChairman: Michael T. Tokarz  Considers possible conflicts of interest involving Board members and key executives
 Develops, maintains and reviews principles of corporate governance
 Evaluating performance and compensation for the chief executive officer
Human Resources &
Compensation
Chairman: Frederick J. Sievert
g p p
 Reviewing and approving the evaluation process and compensation for executive
officers
 Ensure appropriate programs and procedures are established to provide for
development, selection, retention and succession of officers and key personnel
Investment
Chairman: R. Keith Long
 Review investment policies, strategies and programs
 Review the procedures which the Company utilizes in determining that funds are
invested in accordance with approved policies and limits
 Review the quality and performance of investments and the alignment of assets and
CNO Financial Group | Corporate Governance Overview | April 2015 10
liabilities
*Please visit the Investors section of our website (www.cnoinc.com) for more details
Appendix
CNO Financial Group | Corporate Governance Overview | April 2015 11
Business Initiatives
CNO Financial Group | Corporate Governance Overview | April 2015 12
Bankers Life Initiatives
The Opportunity Key Initiatives
 Agent mobile tools and customer
relationship management
 Large, growing, underserved market
‒ Concerned about future
‒ Prefer face-to-face advice
 New commissions systems;
upgrading branch infrastructure
 Location expansion
 Multiple health & financial needs
‒ Cross-sales
Agent productivity Location expansion
 Financial planning
‒ Agent productivity
Distribution
Products &
Advice
Operations &
Administration
CNO Financial Group | Corporate Governance Overview | April 2015 13
Washington National Initiatives
The Opportunity Key Initiatives
 Supplemental health -- increasing
need; largely untapped market
 Expanding the worksite model to
 “One Source” technology platform
 Group product portfolio
 Expanding the worksite model to
offer a private exchange, and
participate in others
 PMA recruiting and geographic
expansion
 Increase size and geographic
coverage of owned agency (PMA)
Distribution
Products &
Advice
Operations &
Administration
CNO Financial Group | Corporate Governance Overview | April 2015 14
Colonial Penn Initiatives
The Opportunity Key Initiatives
 Growing direct market
 Evolving consumer preferences
 New term & whole life growth
(Patriot Program)
The Challenge
 Web/digital strategy
 Sales generation diversification
 Increased direct competition
 TV advertising cyclicality
 Telesales productivity
Distribution
Products &
Advice
Operations &
Administration
CNO Financial Group | Corporate Governance Overview | April 2015 15
Investing in Alignment - “Office of the Future”
Marketing &
Prospecting
Agent
Management
Meetings &
Presentations
Illustrations &
Applications
Underwriting
Customer
Service
P i t d Li t
Calendar Books,
L t b d
Mailed
Printed Lists,
Manual Dialing,
Direct-Mail
Dependent, Post-
Mortem Analysis
Monday Staff
Meetings,
Whiteboards,
Email Updates
Calendar Books,
Paper Fact
Finder,
Laminated
Presentation
Binder
Laptop-based
Quotes and
Illustrations,
Paper
Applications
Keyed
Applications,
Human
Underwriting
Mailed
Communications,
Faxed and
Telephone
Requests, Check
Payment
Where
We’ve
Been
Cloud-based
CRM portal,
Cli k t Di l
Virtual Meetings,
Digital Activity
Shared
eCalendar,
Premium Quotes,
Mobile & Tablet-
Straight-through
P i
Digital
C i ti
Static, paper-based and off-line
Where Click-to-Dial,
Sequenced
Media Mix, Real-
time Analytics
g y
Dashboard,
Social
Networking
,
Digital Fact
Finder,
ePresenter
Quotes and
Illustrations,
eApplications
Processing,
Electronic
Underwriting
Communications,
Self-Service,
Bank Drafts
A dynamic, single-view of the customer
We’re
Going
A dynamic, single view of the customer
Distribution
Products &
Advice
Operations &
Administration
Strategic partnership with Cognizant expected to accelerate IT process
CNO Financial Group | Corporate Governance Overview | April 2015 16
Strategic partnership with Cognizant expected to accelerate IT process
improvements and enable more rapid innovation
Board of Director Profiles
CNO Financial Group | Corporate Governance Overview | April 2015 17
Neal C. Schneider
Chairman, CNO Financial Group, Inc., p,
Director since 2003
Neal Schneider (70) joined CNO Financial Group's board of directors in September
2003 and was elected Chairman of the board in May 2011. He serves as
chairperson of the Executive Committee and is a member of the Audit and
Enterprise Risk Committee and the Governance and Nominating Committee.
Schneider spent 34 years of his business career at Arthur Andersen, LLP. At the
time of his retirement from Andersen in 2000, he was a partner in the consulting
practice, having served as partner in charge of the Worldwide Insurance Industry
Practice and the North American Financial Service Practice.
Between 2002 and 2003, Schneider was a partner of Smart and Associates LLP, a
business advisory and accounting firm. Between 2000 and 2003, he was an
independent consultant. Schneider served as chairman of the board of PMA Capital
Corporation from 2003 until 2010.
Schneider holds a Bachelor of Science degree in business from the University of
Charleston.
He has served on the Board of Governors of the Society of Chartered Property and
Casualty Underwriters and served on the executive audit and governanceCasualty Underwriters and served on the executive, audit and governance
committees for PMA Capital.
CNO Financial Group | Corporate Governance Overview | April 2015 18
Edward J. Bonach
Chief Executive Officer
Director since 2011
Ed Bonach (61) was appointed chief executive officer and a director of CNO
Financial Group in October 2011. He serves as a member of the Executive
Committee and the Investment Committee.
Bonach formerly served as executive vice president and chief financial officer of
CNO from May 2007 through September 2011. His areas of responsibility included
actuarial, accounting, controlling, risk management, treasury, tax, facilities and
investor relations. This role included partnering with the CEO in strategically
repositioning and leading the organization.
Bonach joined CNO from National Life Group, where he served as executive vice
president and chief financial officer. Before joining National Life in 2002, he was
with Allianz Life for 23 years, where he worked in Germany for three years; his
positions with Allianz included President, Reinsurance Division and chief financial
officer.
His more than 25 years of c-suite experience includes numerous M&A and capital
markets transactions, managing a variety of stakeholders.
Bonach holds a Bachelor of Arts degree (cum laude) in mathematics from St. John's
University in Collegeville, Minnesota. He is a fellow of the Society of Actuariesy g , y
(FSA), a member of the American Academy of Actuaries (MAAA), and a Chartered
Enterprise Risk Analyst (CERA).
Other outside involvement includes Board Member, Greater Indianapolis Chamber
of Commerce, Board Member, Indiana Sports Corporation (ISC), Board Member,
Boy Scouts of America-Crossroads of America Council, and Board of Trustees
CNO Financial Group | Corporate Governance Overview | April 2015 19
oy Scouts o e ca C oss oads o e ca Cou c , a d oa d o ustees
Member, Marian University and Director, Western Golf Association.
Ellyn L. Brown
Retired Principal of Brown & Associates
Director since 2012
Ellyn Brown (65) joined CNO Financial Group's board of directors in May 2012. She serves as
a member of the Governance and Nominating Committee and the Human Resources and
Compensation Committee.
Until her retirement from full-time practice, Brown practiced corporate and securities law, most
recently as principal of Brown & Associates, a boutique law and consulting firm based in the
Baltimore area that provided operations, regulatory and governance services to financial
services industry clients and other clients that operated in heavily regulated, high-scrutiny
environments.
Brown served as a member of the board of directors of NYSE Euronext (and predecessor
entities) (NYSE:NYX) from 2005 until the acquisition of NYX by the Intercontinental Exchange
in 2013, and also chaired the board of NYSE Regulation, Inc., the entity that oversaw market
regulation at the NYSE and its affiliated exchanges. She is also a member of the board of
Walter Investment Management Corp. (NYSE:WAC).
Brown served as a governor of the Financial Industry Regulatory Authority from 2007-2012Brown served as a governor of the Financial Industry Regulatory Authority from 2007 2012
and, from 2007-2011, was a trustee of the Financial Accounting Standards Board and the
Governmental Accounting Standards Board.
Previously, Brown taught securities and business law at Villanova University and the
University of Maryland, served as Maryland's Securities Commissioner and practiced
securities law at a large private firm. She has served as a board member of several regulatory
and professional organizations in the financial services arena and a number of Maryland civicand professional organizations in the financial services arena, and a number of Maryland civic
and educational institutions, including the Baltimore Symphony Orchestra.
Brown holds an undergraduate degree from Vassar College, a master's degree in
demography from the Johns Hopkins University, and a law degree from the University of
Maryland.
CNO Financial Group | Corporate Governance Overview | April 2015 20
Robert C. Greving
Retired EVP, Chief Financial Officer & Chief Actuary, Unum Group
Director since 2011
Robert Greving (63) joined CNO Financial Group’s board of directors in May 2011.
He serves as chairperson of the Audit and Enterprise Risk Committee and as aHe serves as chairperson of the Audit and Enterprise Risk Committee and as a
member of the Executive Committee.
Greving is the retired executive vice president, chief financial officer and chief actuary
for Unum Group, having held those positions from 2005 to 2009. Greving served as
president of Unum International Ltd., Bermuda, and from 2003 to 2005, was
executive vice president and chief financial officer of Unum Group He also heldexecutive vice president and chief financial officer of Unum Group. He also held
senior vice president, finance, and chief actuary positions with Unum and with The
Provident Companies, Inc., which merged with Unum.
Previously Greving held senior positions with PennCorp Dallas Operations,
Southwestern Life Insurance Company, American Founders Life Insurance
Company Aegon USA and with Horace Mann Life Insurance CompanyCompany, Aegon USA and with Horace Mann Life Insurance Company.
Greving holds a Bachelor of Science degree in mathematics from Quincy University.
He has served on various non-profit boards, including current terms with the
Mountain Education Foundation and the Memorial Health Care System, Memorial
Hospital. He also is a Fellow of the Society of Actuaries.
CNO Financial Group | Corporate Governance Overview | April 2015 21
Mary R. (Nina) Henderson
Managing Partner of Henderson Advisory
Director Since 2012
Nina Henderson (64) serves as a member of the Audit and Enterprise Risk Committee
and the Investment Committee.
She is the managing partner of Henderson Advisory, a consulting practice providing
marketing perspective and business evaluation to investment management firms in the
consumer products and food industries.
Previously she was a corporate vice president of Bestfoods and president of Bestfoods
Grocery. During her 30-year career with Bestfoods and its predecessor company CPC
I t ti l H d h ld id i t f i t ti l d N th A iInternational, Henderson held a wide variety of international and North American
general management and executive marketing positions.
Currently Henderson serves as an independent director on the board of Walter
Energy, Inc. and Regus plc. She has also served as a director on numerous other
corporate boards, including Del Monte Foods Company, The Equitable Companies,
AXA Financial Pactiv Corporation Royal Dutch Shell plc The Shell Transport andAXA Financial, Pactiv Corporation, Royal Dutch Shell plc, The Shell Transport and
Trading Company and the Hunt Corporation.
Henderson holds a Bachelor of Science degree from Drexel University.
She is currently a director of the Visiting Nurse Service of New York and the Foreign
Policy Association, and is a trustee of Drexel University and the Drexel College of
Medicine.
CNO Financial Group | Corporate Governance Overview | April 2015 22
Charles J. Jacklin
Retired Chief Executive Officer, Mellon Capital
Management Corporation
Director Nominee
Charles Jacklin 60 has more than 30 years of finance and investmentCharles Jacklin, 60, has more than 30 years of finance and investment
experience. He served as Chief Executive Officer and President of Mellon
Capital Management Corporation from 2006 until March 2011 and then
served as Chairman until his retirement at the end of 2012. Jacklin also
held several other executive management positions in his 18 years with
Mellon Capital Management including chief investment strategist, where he
was responsible for investment strategies and research, and director of
asset allocation strategies, where he was responsible for portfolio
management in domestic, international and global asset allocation
strategies.
Mr. Jacklin taught finance for 10 years at the University of Chicago and
Stanford University Schools of Business.
Mr. Jacklin received a bachelor’s degree in mathematics from the
University of Maryland in 1976, an MBA from the University of Illinois in
1978 and a PhD in business administration from Stanford University in
1985.
CNO Financial Group | Corporate Governance Overview | April 2015 23
R. Keith Long
President and Chief Executive Officer of Otter CreekPresident and Chief Executive Officer of Otter Creek
Management, Inc.
Director since 2009 (Retiring Effective May 6, 2015)
R. Keith Long was elected to CNO Financial Group's board in May 2009. HeR. Keith Long was elected to CNO Financial Group s board in May 2009. He
serves as chairperson of the Investment Committee and as a member of the
Audit and Enterprise Risk Committee.
Long founded Otter Creek Management in 1991 and since that date has
served as Otter Creek's president and chief executive officer. Otter Creek is
the investment advisor for two hedge funds Otter Creek Partners I LP andthe investment advisor for two hedge funds, Otter Creek Partners I, LP and
Otter Creek International, Ltd.
He has 34 years of experience in investment analysis in both fixed income
and equities. His experience prior to founding Otter Creek includes 10 years
as a fixed income analyst, trader and arbitrageur, and eight years as an
equity portfolio manager His previous employers include Morgan Stanleyequity portfolio manager. His previous employers include Morgan Stanley,
Kidder Peabody, Tradelink, Mesirow Financial and Lionel Eadie & Co.
He holds a bachelor’s degree and a Master of Business Administration from
Indiana University.
He is the former chairman of the board of directors of Financial Industries,
Inc., a life insurance company, and the former chairman of the board of
directors of Financial Institutions, Inc., a property and casualty insurance
company.
CNO Financial Group | Corporate Governance Overview | April 2015 24
Daniel R. Maurer
Retired Executive Intuit IncRetired Executive, Intuit, Inc.
Director Nominee
Daniel Maurer, 58, was a member of the senior management team at Intuit
Inc. from 2006 until 2014. In his most recent role at Intuit, he oversaw the
Small Business Solutions Group (including QuickBooks payroll,
DemandForce, and QuickBase), and previously led the TurboTax®, Mint,
and Quicken brands.
Mr. Maurer has extensive global consumer retail sales and marketing
experience with over 20 years in executive management at Procter &
Gamble (“P&G”) incl ding 15 ears internationall As General Manager ofGamble (“P&G”), including 15 years internationally. As General Manager of
Global Customer Development at P&G’s headquarters, he was tasked with
building an effective marketing strategy to achieve a competitive advantage
with P&G’s largest global customers including Wal-Mart, Costco, Ahold,
Tessco, and Carrefour.
Subsequent to his tenure at P&G, Mr. Maurer was Vice President of StrategySubsequent to his tenure at P&G, Mr. Maurer was Vice President of Strategy
for Global Sales and US Business at Campbell’s Soup.
He also serves on the board of directors of Zagg Inc, which designs,
produces and distributes mobile accessory solutions.
Mr. Maurer received a bachelor’s degree in marketing and finance from the
U i i f Wi i i 1978University of Wisconsin in 1978.
CNO Financial Group | Corporate Governance Overview | April 2015 25
Frederick J. Sievert
Retired President of New York Life Insurance Company
Director since 2011
Frederick Sievert (67) joined CNO Financial Group’s board of directors in May
2011. He serves as chairperson of the Human Resources and Compensation
Committee and as a member of the Governance and Nominating Committee.
Sievert is the retired president of New York Life Insurance Company, having
served in that position from 2002 to 2007. He shared responsibility for overall
company management in the Office of the Chairman from 2004 until his retirement
in 2007.
In 1992, Sievert joined New York Life as senior vice president and chief financial
officer of the individual insurance businesses. He was promoted to executive vice
president in 1995 and elected to the firm's board of directors in 1996. Prior to
joining New York Life, he was a senior vice president for Royal Maccabees Life
Insurance Company, a subsidiary of the Royal Insurance Group of London.
Sievert holds a Master of Arts degree in mathematics from Wayne State University
and a Bachelor of Arts degree in mathematics from Amherst College. He also has
completed a Master's of Religion from Yale Divinity School.
He currently serves as a director of The Reinsurance Group of America, Inc., and
is a Fellow of the Society of Actuaries He has served as chairman of Theis a Fellow of the Society of Actuaries. He has served as chairman of The
American College Board, Life Insurance Council of New York and of the Society of
Actuaries, Actuarial Foundation, and as a director of the Life Insurance Marketing
and Research Association Board.
CNO Financial Group | Corporate Governance Overview | April 2015 26
Michael T. Tokarz
Chairman MVC Capital IncChairman, MVC Capital, Inc.
Director since 2003
Michael Tokarz (65) joined CNO Financial Group's board of directors in
September 2003. He serves as chairperson of the Governance
and Nominating Committee and as a member of the Human Resources andand Nominating Committee and as a member of the Human Resources and
Compensation Committee.
Tokarz is the chairman of MVC Capital, Inc., a registered investment
company. In addition, he has been a managing member of the Tokarz Group,
LLC, venture capital investments advisors, since 2002. Tokarz is also a
director of Idex Corporation Mueller Water Products Inc Walter Energydirector of Idex Corporation, Mueller Water Products, Inc., Walter Energy,
Inc. and Walter Investment Management Corp.
Prior to founding the Tokarz Group, he was a general partner with Kohlberg
Kravis Roberts & Co. (known widely as "KKR") from 1985 until he retired in
2002, where he oversaw diverse leveraged buyouts, financings,
restructurings and dispositionsrestructurings and dispositions.
Tokarz holds a Bachelor of Arts, with high distinction, in economics from the
University of Illinois at Urbana, and a Master of Business Administration from
the Graduate School of Business Administration. He subsequently earned a
post-graduate certificate as a Certified Public Accountant.
He chairs the board of directors of the Illinois Emerging Technologies Fund
and is a member of the Illinois VENTURES board of managers.
CNO Financial Group | Corporate Governance Overview | April 2015 27
John G. Turner
C CChairman, Hillcrest Capital Partners
Director since 2003 (Retiring Effective May 6, 2015)
John Turner joined CNO Financial Group’s board of directors in
September 2003. He serves as a member of the Human Resourcesp
and Compensation Committee and as a member of the Investment
Committee.
Turner is the chairman of Hillcrest Capital Partners, a private equity
investment firm launched in 2002 by Turner and his son Jeff.
During his extensive career in the insurance industry, Turner served
as chairman and CEO of Reliastar Financial Corp. from 1991 until it
was acquired by ING in 2000. After the merger, he became vice
chairman and a member of the executive committee for ING Americas
until his retirement in 2002. In 1996, Turner was named the
"Insurance Industry CEO of the Year" by The Wall Street Transcript.y y p
Turner holds a bachelor's degree in mathematics from Amherst
College. He has done graduate work at the University of Minnesota
and attended the Advanced Management Program at Harvard
Business School.
He is a Fellow of the Society of Actuaries and a member of the
American Academy of Actuaries
CNO Financial Group | Corporate Governance Overview | April 2015 28

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Cno governance-roadshow-presentation-final v001-d3rsz7

  • 1. Corporate Governance OverviewCorporate Governance Overview April 2015
  • 2. CNO – Invested in Middle-Income America 65mm Households in the Middle-Income Market The Opportunity Large  Middle market consumers comprise approximately 53% of the U.S. population – US Census Data and LIMRA 2014 U d d & U d ~30% Uninsured* Underserved & Unprepared  Half those near and in retirement receive no professional retirement guidance – Center for Secure Retirement  The missed opportunity in the middle market for life insurers has grown significantly the rising cost ofinsurers has grown significantly… the rising cost of healthcare, may be an emerging, largely unrecognized need for life insurance planning – Conning Research 2012 Growing  On average nearly 10 000 Americans turning 65 every On average, nearly 10,000 Americans turning 65 every day – US Census Data 25% of the remainder acknowledge they are underinsured CNO Financial Group | Corporate Governance Overview | April 2015 2 * Portion of the middle-income market with no individual or group life insurance Sources: McKinsey & Company and LIMRA
  • 3. How to Succeed in the Middle-Market  72% of middle-market consumers want toCNO takes a proactive approach to Know Your Customer… speak with professionals about at least one financial product or service - LIMRA  Retirement healthcare concerns on par with financial concerns – Center for Secure Retirement CNO takes a proactive approach to  understanding its customers  Customer needs analysis and agent/customer relationships   Bankers Life Center for a Secure Retirement  Washington National Institute for Wellness Solutions  Three-fourths have no plan for retirement care – Center for Secure Retirement  9-in-10 lack confidence in ability to financially address a critical illness – Institute for Wellness Solutions  Product development and marketing surveys Strategic alignment required to succeed in the middle marketg g q Distribution Products & Advice Operations & Administration CNO Financial Group | Corporate Governance Overview | April 2015 3 Advice Administration
  • 4. Track Record of Execution 350% 375% 400% U Mar-14: CLIC* Sale Feb-15: Strategic IT Partnership 275% 300% 325% 350% ice Up 230% Up 162% May-13 Term Loan Re-Pricing Feb-14: LTC Block Reinsurance 175% 200% 225% 250% IndexedPri 162% Oct-11: Ed Bonach Sep-12: $1bnRecap May-12: Initiated Dividend 100% 125% 150% 175% CNO CNO S&P Upgrade CNO Moody’s Upgrade Life Peers Ed Bonach Becomes CEO Jan-12: FredCrawford B CFO Dividend Proactive Management Actions Resulting in Stock Price Outperformance 75% Oct-11 Jan-12 Apr-12 Jul-12 Oct-12 Jan-13 Apr-13 Jul-13 Oct-13 Jan-14 Apr-14 Jul-14 Oct-14 Jan-15 Becomes CFO CNO Financial Group | Corporate Governance Overview | April 2015 4 Proactive Management Actions Resulting in Stock Price Outperformance *Conseco Life Insurance Company
  • 5. Returning Capital to Shareholders  Repurchased equivalent of 112 million Total Securities RepurchasesHighlights ($ in millions)Repurchased equivalent of 112 million shares, leading to a 36% reduction in weighted average diluted shares outstanding $522.2 $376 5 $342.0 $134 2 $57.4  Through 12/31/14, cumulative return of $1.2 billion at average price of $10.93 per share  Through 12/31/14 $89mm in common $252.6 $376.5 $69.8 $180.2 $118.4 $319.1 $134.2 2011 2012 2013 2014  Through 12/31/14, $89mm in common stock dividends paid since 2012; achieved 20% payout ratio in 2014  CNO capital return as percentage of $69.8 2011 2012 2013 2014 Share Repurchases Convertible/Warrant Repurchases p p g market capitalization exceeds Life sector peers since 2012 Common Stock Dividends $ - $13.9 $24.4 $51.0 CNO Financial Group | Corporate Governance Overview | April 2015 5 Weighted Average Diluted Shares Outstanding 307.5mm 217.7mm
  • 6. Proactive Shareholder Engagement  Management is highly engaged with shareholders and seeks feedback on performance and key issuesy − Participates in numerous industry events − Began holding Investor Day events in 2012 − Investor access via sell-side hosted events − Proactively schedules/is available for direct one-on-one meetings − Conducts periodic stakeholder surveys  Clearly defines business strategy, challenges and opportunities  Increased and enhanced disclosure practices and transparency over the past several years CNO Financial Group | Corporate Governance Overview | April 2015 6
  • 7. Governance Aligned With Shareholder Interests  Independent, non-classified and highly engaged Board of Directors with a non-executive chairman  Ability of shareholders to call a special meeting  CNO’s Section 382 shareholder rights plan protects the ~$2.75 per shareg p p $ p economic value of its deferred tax assets  Consistent favorable scoring by major proxy firms − 2015 ISS Overall QuickScore of 1 (Low concern)  Board size (9) and average tenure (~7 years) in line with best practices and consistent with average for S&P 500 companiesconsistent with average for S&P 500 companies  Five new directors elected since beginning of 2011 and two new directors nominated CNO Financial Group | Corporate Governance Overview | April 2015 7  Directors subject to minimum share holding requirements
  • 8. Executive Compensation CNO’s compensation practices align interests of executives with those of shareholders by rewarding shareholder value creation…  Executives subject to minimum stock holding requirements  No significant perquisites offered…participate in Company-sponsored benefit programs on the same basis as other full-time associates  Change in control agreements governed by double trigger arrangements  No Supplemental Executive Retirement Programs (SERPs) offered to current executives  Variable pay ~70-80% of total direct compensation for named executive officers  Incentive compensation subject to clawback  Incentive compensation program rewards sustainable operational and productivity Incentive compensation program rewards sustainable operational and productivity improvements  Strong say on pay voting record CNO Financial Group | Corporate Governance Overview | April 2015 8 − > 98% shareholder approval in 2012, 2013 and 2014
  • 9. Risk Appetite Effective risk management is a key component of our strategy and culture…we take risks and expect to be appropriately rewarded while seeking to prevent or mitigate unrewarded risks CNO’s Risk Appetite Statement assists in achieving the following objectives: CNO’s Risk Appetite Statement assists in achieving the following objectives: − Alignment of strategic vision with view of risk and risk-taking with risk-tolerance − Enhanced risk-consciousness at senior management and Board levels − Embeds risk management more deeply into our culture − Generates enhanced risk-related management information − Expedites and enhances quality of decision making and response to major external events  CNO’s Risk Appetite Statement establishes a set of core principles around which we manage our business: − Maintain minimum consolidated risk based capital of 350% and 300% on an individual legal entity basis − Maintain cash and investments at the holding company of $150 million at all times − Pay annual statutory dividends of $150-$300 million − Earn GAAP net operating income of at least 90% of prior year − Achieve sales growth greater than the industry average − Increase the value of our business each year − Accept a reasonable level of operational risk but monitor and manage that risk − Manage impact and risk associated with external factors, including legal, regulatory and environmental CNO Financial Group | Corporate Governance Overview | April 2015 9 g p , g g , g y − Protect our reputation through proactive management of underlying risks
  • 10. Board Committee Structure* Audit & Enterprise Risk Chairman: Robert C. Greving  Appointment of independent accountants  Oversight of management’s processes for managing enterprise risk  Consider adequacy of internal accounting controls  Review and monitor the Company’s compliance with legal and regulatory requirements Governance & Nominating C  Review and monitor the Company s compliance with legal and regulatory requirements  Establishes criteria for Board membership  Considers, recruits and reviews candidates to fill new positions on the Board C id ibl fli t f i t t i l i B d b d k tiChairman: Michael T. Tokarz  Considers possible conflicts of interest involving Board members and key executives  Develops, maintains and reviews principles of corporate governance  Evaluating performance and compensation for the chief executive officer Human Resources & Compensation Chairman: Frederick J. Sievert g p p  Reviewing and approving the evaluation process and compensation for executive officers  Ensure appropriate programs and procedures are established to provide for development, selection, retention and succession of officers and key personnel Investment Chairman: R. Keith Long  Review investment policies, strategies and programs  Review the procedures which the Company utilizes in determining that funds are invested in accordance with approved policies and limits  Review the quality and performance of investments and the alignment of assets and CNO Financial Group | Corporate Governance Overview | April 2015 10 liabilities *Please visit the Investors section of our website (www.cnoinc.com) for more details
  • 11. Appendix CNO Financial Group | Corporate Governance Overview | April 2015 11
  • 12. Business Initiatives CNO Financial Group | Corporate Governance Overview | April 2015 12
  • 13. Bankers Life Initiatives The Opportunity Key Initiatives  Agent mobile tools and customer relationship management  Large, growing, underserved market ‒ Concerned about future ‒ Prefer face-to-face advice  New commissions systems; upgrading branch infrastructure  Location expansion  Multiple health & financial needs ‒ Cross-sales Agent productivity Location expansion  Financial planning ‒ Agent productivity Distribution Products & Advice Operations & Administration CNO Financial Group | Corporate Governance Overview | April 2015 13
  • 14. Washington National Initiatives The Opportunity Key Initiatives  Supplemental health -- increasing need; largely untapped market  Expanding the worksite model to  “One Source” technology platform  Group product portfolio  Expanding the worksite model to offer a private exchange, and participate in others  PMA recruiting and geographic expansion  Increase size and geographic coverage of owned agency (PMA) Distribution Products & Advice Operations & Administration CNO Financial Group | Corporate Governance Overview | April 2015 14
  • 15. Colonial Penn Initiatives The Opportunity Key Initiatives  Growing direct market  Evolving consumer preferences  New term & whole life growth (Patriot Program) The Challenge  Web/digital strategy  Sales generation diversification  Increased direct competition  TV advertising cyclicality  Telesales productivity Distribution Products & Advice Operations & Administration CNO Financial Group | Corporate Governance Overview | April 2015 15
  • 16. Investing in Alignment - “Office of the Future” Marketing & Prospecting Agent Management Meetings & Presentations Illustrations & Applications Underwriting Customer Service P i t d Li t Calendar Books, L t b d Mailed Printed Lists, Manual Dialing, Direct-Mail Dependent, Post- Mortem Analysis Monday Staff Meetings, Whiteboards, Email Updates Calendar Books, Paper Fact Finder, Laminated Presentation Binder Laptop-based Quotes and Illustrations, Paper Applications Keyed Applications, Human Underwriting Mailed Communications, Faxed and Telephone Requests, Check Payment Where We’ve Been Cloud-based CRM portal, Cli k t Di l Virtual Meetings, Digital Activity Shared eCalendar, Premium Quotes, Mobile & Tablet- Straight-through P i Digital C i ti Static, paper-based and off-line Where Click-to-Dial, Sequenced Media Mix, Real- time Analytics g y Dashboard, Social Networking , Digital Fact Finder, ePresenter Quotes and Illustrations, eApplications Processing, Electronic Underwriting Communications, Self-Service, Bank Drafts A dynamic, single-view of the customer We’re Going A dynamic, single view of the customer Distribution Products & Advice Operations & Administration Strategic partnership with Cognizant expected to accelerate IT process CNO Financial Group | Corporate Governance Overview | April 2015 16 Strategic partnership with Cognizant expected to accelerate IT process improvements and enable more rapid innovation
  • 17. Board of Director Profiles CNO Financial Group | Corporate Governance Overview | April 2015 17
  • 18. Neal C. Schneider Chairman, CNO Financial Group, Inc., p, Director since 2003 Neal Schneider (70) joined CNO Financial Group's board of directors in September 2003 and was elected Chairman of the board in May 2011. He serves as chairperson of the Executive Committee and is a member of the Audit and Enterprise Risk Committee and the Governance and Nominating Committee. Schneider spent 34 years of his business career at Arthur Andersen, LLP. At the time of his retirement from Andersen in 2000, he was a partner in the consulting practice, having served as partner in charge of the Worldwide Insurance Industry Practice and the North American Financial Service Practice. Between 2002 and 2003, Schneider was a partner of Smart and Associates LLP, a business advisory and accounting firm. Between 2000 and 2003, he was an independent consultant. Schneider served as chairman of the board of PMA Capital Corporation from 2003 until 2010. Schneider holds a Bachelor of Science degree in business from the University of Charleston. He has served on the Board of Governors of the Society of Chartered Property and Casualty Underwriters and served on the executive audit and governanceCasualty Underwriters and served on the executive, audit and governance committees for PMA Capital. CNO Financial Group | Corporate Governance Overview | April 2015 18
  • 19. Edward J. Bonach Chief Executive Officer Director since 2011 Ed Bonach (61) was appointed chief executive officer and a director of CNO Financial Group in October 2011. He serves as a member of the Executive Committee and the Investment Committee. Bonach formerly served as executive vice president and chief financial officer of CNO from May 2007 through September 2011. His areas of responsibility included actuarial, accounting, controlling, risk management, treasury, tax, facilities and investor relations. This role included partnering with the CEO in strategically repositioning and leading the organization. Bonach joined CNO from National Life Group, where he served as executive vice president and chief financial officer. Before joining National Life in 2002, he was with Allianz Life for 23 years, where he worked in Germany for three years; his positions with Allianz included President, Reinsurance Division and chief financial officer. His more than 25 years of c-suite experience includes numerous M&A and capital markets transactions, managing a variety of stakeholders. Bonach holds a Bachelor of Arts degree (cum laude) in mathematics from St. John's University in Collegeville, Minnesota. He is a fellow of the Society of Actuariesy g , y (FSA), a member of the American Academy of Actuaries (MAAA), and a Chartered Enterprise Risk Analyst (CERA). Other outside involvement includes Board Member, Greater Indianapolis Chamber of Commerce, Board Member, Indiana Sports Corporation (ISC), Board Member, Boy Scouts of America-Crossroads of America Council, and Board of Trustees CNO Financial Group | Corporate Governance Overview | April 2015 19 oy Scouts o e ca C oss oads o e ca Cou c , a d oa d o ustees Member, Marian University and Director, Western Golf Association.
  • 20. Ellyn L. Brown Retired Principal of Brown & Associates Director since 2012 Ellyn Brown (65) joined CNO Financial Group's board of directors in May 2012. She serves as a member of the Governance and Nominating Committee and the Human Resources and Compensation Committee. Until her retirement from full-time practice, Brown practiced corporate and securities law, most recently as principal of Brown & Associates, a boutique law and consulting firm based in the Baltimore area that provided operations, regulatory and governance services to financial services industry clients and other clients that operated in heavily regulated, high-scrutiny environments. Brown served as a member of the board of directors of NYSE Euronext (and predecessor entities) (NYSE:NYX) from 2005 until the acquisition of NYX by the Intercontinental Exchange in 2013, and also chaired the board of NYSE Regulation, Inc., the entity that oversaw market regulation at the NYSE and its affiliated exchanges. She is also a member of the board of Walter Investment Management Corp. (NYSE:WAC). Brown served as a governor of the Financial Industry Regulatory Authority from 2007-2012Brown served as a governor of the Financial Industry Regulatory Authority from 2007 2012 and, from 2007-2011, was a trustee of the Financial Accounting Standards Board and the Governmental Accounting Standards Board. Previously, Brown taught securities and business law at Villanova University and the University of Maryland, served as Maryland's Securities Commissioner and practiced securities law at a large private firm. She has served as a board member of several regulatory and professional organizations in the financial services arena and a number of Maryland civicand professional organizations in the financial services arena, and a number of Maryland civic and educational institutions, including the Baltimore Symphony Orchestra. Brown holds an undergraduate degree from Vassar College, a master's degree in demography from the Johns Hopkins University, and a law degree from the University of Maryland. CNO Financial Group | Corporate Governance Overview | April 2015 20
  • 21. Robert C. Greving Retired EVP, Chief Financial Officer & Chief Actuary, Unum Group Director since 2011 Robert Greving (63) joined CNO Financial Group’s board of directors in May 2011. He serves as chairperson of the Audit and Enterprise Risk Committee and as aHe serves as chairperson of the Audit and Enterprise Risk Committee and as a member of the Executive Committee. Greving is the retired executive vice president, chief financial officer and chief actuary for Unum Group, having held those positions from 2005 to 2009. Greving served as president of Unum International Ltd., Bermuda, and from 2003 to 2005, was executive vice president and chief financial officer of Unum Group He also heldexecutive vice president and chief financial officer of Unum Group. He also held senior vice president, finance, and chief actuary positions with Unum and with The Provident Companies, Inc., which merged with Unum. Previously Greving held senior positions with PennCorp Dallas Operations, Southwestern Life Insurance Company, American Founders Life Insurance Company Aegon USA and with Horace Mann Life Insurance CompanyCompany, Aegon USA and with Horace Mann Life Insurance Company. Greving holds a Bachelor of Science degree in mathematics from Quincy University. He has served on various non-profit boards, including current terms with the Mountain Education Foundation and the Memorial Health Care System, Memorial Hospital. He also is a Fellow of the Society of Actuaries. CNO Financial Group | Corporate Governance Overview | April 2015 21
  • 22. Mary R. (Nina) Henderson Managing Partner of Henderson Advisory Director Since 2012 Nina Henderson (64) serves as a member of the Audit and Enterprise Risk Committee and the Investment Committee. She is the managing partner of Henderson Advisory, a consulting practice providing marketing perspective and business evaluation to investment management firms in the consumer products and food industries. Previously she was a corporate vice president of Bestfoods and president of Bestfoods Grocery. During her 30-year career with Bestfoods and its predecessor company CPC I t ti l H d h ld id i t f i t ti l d N th A iInternational, Henderson held a wide variety of international and North American general management and executive marketing positions. Currently Henderson serves as an independent director on the board of Walter Energy, Inc. and Regus plc. She has also served as a director on numerous other corporate boards, including Del Monte Foods Company, The Equitable Companies, AXA Financial Pactiv Corporation Royal Dutch Shell plc The Shell Transport andAXA Financial, Pactiv Corporation, Royal Dutch Shell plc, The Shell Transport and Trading Company and the Hunt Corporation. Henderson holds a Bachelor of Science degree from Drexel University. She is currently a director of the Visiting Nurse Service of New York and the Foreign Policy Association, and is a trustee of Drexel University and the Drexel College of Medicine. CNO Financial Group | Corporate Governance Overview | April 2015 22
  • 23. Charles J. Jacklin Retired Chief Executive Officer, Mellon Capital Management Corporation Director Nominee Charles Jacklin 60 has more than 30 years of finance and investmentCharles Jacklin, 60, has more than 30 years of finance and investment experience. He served as Chief Executive Officer and President of Mellon Capital Management Corporation from 2006 until March 2011 and then served as Chairman until his retirement at the end of 2012. Jacklin also held several other executive management positions in his 18 years with Mellon Capital Management including chief investment strategist, where he was responsible for investment strategies and research, and director of asset allocation strategies, where he was responsible for portfolio management in domestic, international and global asset allocation strategies. Mr. Jacklin taught finance for 10 years at the University of Chicago and Stanford University Schools of Business. Mr. Jacklin received a bachelor’s degree in mathematics from the University of Maryland in 1976, an MBA from the University of Illinois in 1978 and a PhD in business administration from Stanford University in 1985. CNO Financial Group | Corporate Governance Overview | April 2015 23
  • 24. R. Keith Long President and Chief Executive Officer of Otter CreekPresident and Chief Executive Officer of Otter Creek Management, Inc. Director since 2009 (Retiring Effective May 6, 2015) R. Keith Long was elected to CNO Financial Group's board in May 2009. HeR. Keith Long was elected to CNO Financial Group s board in May 2009. He serves as chairperson of the Investment Committee and as a member of the Audit and Enterprise Risk Committee. Long founded Otter Creek Management in 1991 and since that date has served as Otter Creek's president and chief executive officer. Otter Creek is the investment advisor for two hedge funds Otter Creek Partners I LP andthe investment advisor for two hedge funds, Otter Creek Partners I, LP and Otter Creek International, Ltd. He has 34 years of experience in investment analysis in both fixed income and equities. His experience prior to founding Otter Creek includes 10 years as a fixed income analyst, trader and arbitrageur, and eight years as an equity portfolio manager His previous employers include Morgan Stanleyequity portfolio manager. His previous employers include Morgan Stanley, Kidder Peabody, Tradelink, Mesirow Financial and Lionel Eadie & Co. He holds a bachelor’s degree and a Master of Business Administration from Indiana University. He is the former chairman of the board of directors of Financial Industries, Inc., a life insurance company, and the former chairman of the board of directors of Financial Institutions, Inc., a property and casualty insurance company. CNO Financial Group | Corporate Governance Overview | April 2015 24
  • 25. Daniel R. Maurer Retired Executive Intuit IncRetired Executive, Intuit, Inc. Director Nominee Daniel Maurer, 58, was a member of the senior management team at Intuit Inc. from 2006 until 2014. In his most recent role at Intuit, he oversaw the Small Business Solutions Group (including QuickBooks payroll, DemandForce, and QuickBase), and previously led the TurboTax®, Mint, and Quicken brands. Mr. Maurer has extensive global consumer retail sales and marketing experience with over 20 years in executive management at Procter & Gamble (“P&G”) incl ding 15 ears internationall As General Manager ofGamble (“P&G”), including 15 years internationally. As General Manager of Global Customer Development at P&G’s headquarters, he was tasked with building an effective marketing strategy to achieve a competitive advantage with P&G’s largest global customers including Wal-Mart, Costco, Ahold, Tessco, and Carrefour. Subsequent to his tenure at P&G, Mr. Maurer was Vice President of StrategySubsequent to his tenure at P&G, Mr. Maurer was Vice President of Strategy for Global Sales and US Business at Campbell’s Soup. He also serves on the board of directors of Zagg Inc, which designs, produces and distributes mobile accessory solutions. Mr. Maurer received a bachelor’s degree in marketing and finance from the U i i f Wi i i 1978University of Wisconsin in 1978. CNO Financial Group | Corporate Governance Overview | April 2015 25
  • 26. Frederick J. Sievert Retired President of New York Life Insurance Company Director since 2011 Frederick Sievert (67) joined CNO Financial Group’s board of directors in May 2011. He serves as chairperson of the Human Resources and Compensation Committee and as a member of the Governance and Nominating Committee. Sievert is the retired president of New York Life Insurance Company, having served in that position from 2002 to 2007. He shared responsibility for overall company management in the Office of the Chairman from 2004 until his retirement in 2007. In 1992, Sievert joined New York Life as senior vice president and chief financial officer of the individual insurance businesses. He was promoted to executive vice president in 1995 and elected to the firm's board of directors in 1996. Prior to joining New York Life, he was a senior vice president for Royal Maccabees Life Insurance Company, a subsidiary of the Royal Insurance Group of London. Sievert holds a Master of Arts degree in mathematics from Wayne State University and a Bachelor of Arts degree in mathematics from Amherst College. He also has completed a Master's of Religion from Yale Divinity School. He currently serves as a director of The Reinsurance Group of America, Inc., and is a Fellow of the Society of Actuaries He has served as chairman of Theis a Fellow of the Society of Actuaries. He has served as chairman of The American College Board, Life Insurance Council of New York and of the Society of Actuaries, Actuarial Foundation, and as a director of the Life Insurance Marketing and Research Association Board. CNO Financial Group | Corporate Governance Overview | April 2015 26
  • 27. Michael T. Tokarz Chairman MVC Capital IncChairman, MVC Capital, Inc. Director since 2003 Michael Tokarz (65) joined CNO Financial Group's board of directors in September 2003. He serves as chairperson of the Governance and Nominating Committee and as a member of the Human Resources andand Nominating Committee and as a member of the Human Resources and Compensation Committee. Tokarz is the chairman of MVC Capital, Inc., a registered investment company. In addition, he has been a managing member of the Tokarz Group, LLC, venture capital investments advisors, since 2002. Tokarz is also a director of Idex Corporation Mueller Water Products Inc Walter Energydirector of Idex Corporation, Mueller Water Products, Inc., Walter Energy, Inc. and Walter Investment Management Corp. Prior to founding the Tokarz Group, he was a general partner with Kohlberg Kravis Roberts & Co. (known widely as "KKR") from 1985 until he retired in 2002, where he oversaw diverse leveraged buyouts, financings, restructurings and dispositionsrestructurings and dispositions. Tokarz holds a Bachelor of Arts, with high distinction, in economics from the University of Illinois at Urbana, and a Master of Business Administration from the Graduate School of Business Administration. He subsequently earned a post-graduate certificate as a Certified Public Accountant. He chairs the board of directors of the Illinois Emerging Technologies Fund and is a member of the Illinois VENTURES board of managers. CNO Financial Group | Corporate Governance Overview | April 2015 27
  • 28. John G. Turner C CChairman, Hillcrest Capital Partners Director since 2003 (Retiring Effective May 6, 2015) John Turner joined CNO Financial Group’s board of directors in September 2003. He serves as a member of the Human Resourcesp and Compensation Committee and as a member of the Investment Committee. Turner is the chairman of Hillcrest Capital Partners, a private equity investment firm launched in 2002 by Turner and his son Jeff. During his extensive career in the insurance industry, Turner served as chairman and CEO of Reliastar Financial Corp. from 1991 until it was acquired by ING in 2000. After the merger, he became vice chairman and a member of the executive committee for ING Americas until his retirement in 2002. In 1996, Turner was named the "Insurance Industry CEO of the Year" by The Wall Street Transcript.y y p Turner holds a bachelor's degree in mathematics from Amherst College. He has done graduate work at the University of Minnesota and attended the Advanced Management Program at Harvard Business School. He is a Fellow of the Society of Actuaries and a member of the American Academy of Actuaries CNO Financial Group | Corporate Governance Overview | April 2015 28