Form of Confidential Information and Nonsolicitation Agreement

“Affiliates” means any person, corporation or other entity controlling, controlled by or under common control with CNO, including without limitation, CNO Services, LLC, Bankers Life and Casualty Company, Colonial Penn Life Insurance Company, Washington National Insurance Company and 40|86 Advisors, Inc. and all other of its directly and indirectly owned subsidiaries.

“Control, controlling, controlled by and under common control with” means the possession, direct or indirect, of the power to direct or cause the direction of management and policies of the person, corporation or other entity, whether through the ownership of voting securities, by contract or otherwise.

"Confidential Information" includes, without limitation, information relating to research, developments, methods, processes, procedures, improvements, know-how, compilations, market research, marketing techniques and plans, business plans and strategies, Personal Identifiable Information, and all other information related to prospects, applicants and past and present insurance customers, price lists, pricing policies and financial information or other business or technical information and materials, in oral, demonstrative, written, graphic or machine readable form, information about the business affairs of third parties (including, but not limited to, customers, distributors, suppliers,

"Solicit" and related terms such as "soliciting" or engaging in "solicitation" mean to engage in contacts, acts, or communications, whether directly engaged in by Executive in person or indirectly engaged in through the use or control of others, that cause or induce, attempt to cause or induce, or can be reasonably expected to cause or induce an individual to engage in a particular action or conduct, regardless of who first initiates the contact or communication, or whether or not the communication at issue is in response to a request for information or not.

“Restricted Area” will depend upon Executive’s position. If Executive is in a position where Executive is provided Confidential Information that is not geographically limited to an assigned location or territory, then Restricted Area means the United States, and each additional country where the Company does business (including state and state equivalents and county and county-equivalents within those countries) that Executive had some involvement in or was provided Confidential Information about. If Executive is in a position with responsibilities and Confidential Information that are limited to an assigned territory or territories during the last twelve (12) months of Executive’s employment, then Restricted Area shall be the specific geographic area or areas in which the Executive worked for the last twelve (12) months.

Executive agrees not to engage in any unauthorized use or disclosure of Confidential Information, and not to disseminate, lecture on, or publish Confidential Information without express authorization from CNO to do so. Executive understands and agrees that Executive’s obligations concerning Confidential Information will continue after the end of Executive’s employment for so long as the information remains qualified as Confidential Information. Notwithstanding the foregoing, nothing herein shall be construed to prohibit conduct that is permitted under Paragraph 13 below. Subject to the limits of Paragraph 13, in the event that Executive is served with a court order, subpoena, or other legal action that Executive believes will require the disclosure of Confidential Information, Executive will provide CNO as much written notice as possible under the circumstances and will cooperate with CNO in any legal action undertaken to protect the confidentiality of the information.

The presence of non-confidential items of information within an otherwise confidential compilation of information will not remove the compilation itself (the information in its compiled form) from the protection of this Agreement.

Loyalty During Employment. While employed with CNO, Executive will remain loyal to CNO and will not pursue business activities that compete with the Company while employed with CNO, and devote Executive’s entire business time and attention to the business of the Company.

Nonsolicit Covenants. Executive covenants and agrees that during Executive’s employment and for one (1) year thereafter, regardless of which party terminates the employment relationship or why it is terminated, Executive will not, directly or indirectly, alone or in concert with others, anywhere in the Restricted Area (i) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing the same or similar products or services provided by the Company, any customers or policyholders of the Company; or (ii) solicit or recruit an employee or agent of the Company to leave employment or terminate his or her contractual relationship with the Company; or (iii) hire, contract with, or assist in the hiring or contracting with any individual who is an employee or agent of the Company that Executive worked with or was provided Confidential Information about.

Return of Property, Device Inspection, Computer Authorization. Executive will preserve records of the Company’s customers, prospects, suppliers, and other business relationships, Confidential Information, and proprietary developments that Executive participates in or maintains in the regular course of business for the Company. At the end of Executive’s employment, Executive will immediately return to CNO any and all such records without deleting, destroying, or otherwise damaging the utility of same. No such materials may be retained by Executive without CNO's specific written consent as to the particular item at issue. Upon request, Executive shall turn over to CNO for inspection, any personal storage devices such as cell phones, lap tops, or computers identified by CNO as items Executive has used or is reasonably believed to have used to conduct the Company’s business or to store any information related to the Company's business so that CNO can inspect the device and insure that all of the Company’s materials have been returned and not copied or retained in violation of this Agreement. Executive is not authorized to access and use the Company's computers, email, or related computer systems to compete or to prepare to compete, or to otherwise compromise the Company's legitimate business interests, and unauthorized access to or use of the Company's computers in violation of this understanding may subject Executive to civil and/or criminal liability.

Reformation & Survival. The provisions of this Agreement are severable. Should any restriction on Executive created by this Agreement be deemed by a court to be unreasonable or unenforceable due to over breadth in part of a restriction (such as time, geography, or scope of activity restrained), then the court shall enforce it to such lesser extent as would be reasonable and enforceable, or modify any unreasonable or unenforceable element of the restriction to make it reasonable and enforceable so that it may be enforced to the maximum amount allowed by law to protect Company's legitimate business interests. If despite the foregoing, a provision remains illegal or unenforceable, then such offending provision or language shall be stricken from this Agreement and the remainder of this Agreement shall continue in effect. Those provisions of this Agreement which, by their terms, apply to Executive’s conduct after employment shall survive beyond the end of Executive’s employment and beyond termination of this Agreement in accordance with their terms unless otherwise expressly agreed by the parties in writing. The existence of a cause of action by Executive against CNO shall not constitute a defense to enforcement of the restrictions on Executive contained in this Agreement. This Agreement will be deemed to renew with no reduction in CNO's rights upon Executive’s reemployment, promotion, transfer or other material change in status. Nothing in this Agreement shall eliminate, reduce, or otherwise remove any legal duties or obligations that Executive would otherwise have to CNO through the Company’s policies, common law or statute.

Remedies. Executive agrees that if Executive breaches or threatens to breach the terms of this Agreement, CNO will suffer irreparable harm and will be entitled to

Successors & Assignment. This Agreement shall automatically inure to the benefit of, and be enforceable by: CNO, its affiliates, successors and assigns, without the need for any further action or approval by Executive. Executive specifically agrees that this Agreement may be assigned by CNO and enforced by any assignee or successor of CNO. Executive’s rights hereunder are personal and may not be assigned or transferred to any other person, firm, or corporation without the prior, written consent of CNO.

Modifications & Waiver. No modification, waiver, amendment or addition to any of the terms of this Agreement shall be effective unless set forth in a writing signed by Executive and an authorized officer of CNO or undertaken by a court in accordance with Paragraph 7 (Reformation and Survival). The failure of CNO to enforce any provision of this Agreement shall not be construed to be a waiver of such provision or of the right of CNO thereafter to enforce each and every provision hereof.

Mandatory Disclosure of Agreement. While employed by CNO and for one (1) year thereafter, the Executive will communicate the contents of this Agreement to any person, firm, association, partnership, corporation or other entity which the Executive intends to be employed by, associated with, or represent.

Governing Law, Jurisdiction & Venue. This agreement shall be considered executed and performable in Indiana and shall be governed by the laws of the State of Indiana, without regard for the conflicts of laws rules of Indiana or any other state. Any action relating to or arising out of this Agreement shall be maintained exclusively before any appropriate state court of record in Hamilton County, Indiana or the United States District Court of the Southern District of Indiana, Indianapolis Division, and the parties expressly consent to such venue and jurisdiction of such courts and waive any right to challenge or otherwise object to personal jurisdiction or venue in any action commenced or maintained in such courts.

Limitations of Agreement. Nothing in this Agreement prohibits Executive from reporting an event that Executive reasonably and in good faith believes is a violation of law to the relevant law-enforcement agency (such as the Securities and Exchange Commission), or requires notice to or approval from CNO before doing so, or

No At-Will Status Modification. Nothing in this Agreement shall be construed to create or imply a guarantee of Executive’s employment with CNO for a fixed tenure or term, or to limit the "at will" status of the employment relationship whereby either party may end the employment relationship at any time for any reason, with or without cause. Any modifications to the "at will" status of the employment relationship between the parties must be set forth in a separate written agreement executed by both Executive and CNO.

Indemnification. If Executive was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that Executive is or was an officer or employee of the Company, Executive shall be indemnified and held harmless by CNO to the fullest extent allowed by law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits CNO to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys’ fees, court costs, judgments, fines, excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by Executive in connection therewith and such indemnification shall continue as to Executive if Executive ceases to be an officer or employee and shall inure to the benefit of Executive’s heirs, executors and administrators; provided, however, that CNO shall indemnify Executive in connection with a proceeding (or part thereof) initiated by Executive only if such proceeding (or part thereof) was authorized by the Board of Directors of CNO. The right to indemnification conferred in this section shall include the obligation of CNO to pay the expenses incurred in defending any such proceeding in advance of its final disposition (an “Advance of Expenses”); provided, however that, if and to the extent that the law requires, an Advance of Expenses incurred by Executive

Time to Review & Seek Counsel. Executive has been provided with sufficient advance notice of this Agreement prior to being required to execute it, and has had an opportunity to seek the advice of legal counsel if Executive so desires before entering into this Agreement. The parties enter into this Agreement voluntarily and will not claim it was entered into under coercion or duress, or without full knowledge of its terms. Executive understands that this is a legally binding document.