Item 5.03.          Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
                    Year.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 13, 2022, the Board of Directors (the "Board") of CNO Financial Group, Inc. (the "Company") approved an amendment and restatement of the Company's Amended and Restated By-Laws (as so further amended and restated, the "Amended and Restated By-Laws"), effective as of such date. Among other things, the Amended and Restated By-Laws:



•Make certain changes to the advance notice provisions, including revising the
timing of the advance notice stockholders are required to make director
nominations or bring other business before an annual meeting of stockholders to
be not less than 90 days nor more than 120 days prior to the first anniversary
of the preceding year's annual meeting.
•Make other procedural changes in connection with stockholder nominations of
directors, including, but not limited to, by requiring that:
•a stockholder delivering a nomination notice comply with Rule 14a-19 under the
Securities Exchange Act of 1934, as amended, and certify that such stockholder
has met the requirements of Rule 14a-19(a), and to update and supplement such
notice, if necessary, to be true and correct both as of the record date of the
stockholder meeting and 15 days prior to the date of the stockholder meeting (or
any adjournment or postponement thereof);
•in connection with any nomination notice delivered by a stockholder, the
nominating stockholder and nominee provide to the Board certain information in
questionnaires, representations and agreements and other information and
materials as the Board may reasonably request; and
•a stockholder directly or indirectly soliciting proxies from other stockholders
must use a proxy card color other than white.
•Clarify that meetings of stockholders may be held by means of remote
communication in addition to, or instead of, a physical meeting and the ability
of the Board to set procedures for conducting stockholder meetings.
•Make various other updates, including technical, ministerial and conforming
changes related to recent amendments in the Delaware General Corporation Law.

The foregoing description is a summary and is qualified in its entirety by reference to the full text of the Amended and Restated By-Laws, a copy of which is filed herewith as Exhibit 3.1.




              Item 9.01(d).     Financial Statements and Exhibits.



The following materials are filed as exhibits to this Current Report on Form
8-K:

    3.1        Amended and Restated By-Laws of CNO Financial Group, Inc.
               Amended and Restated By-Laws of CNO Financial Group, Inc., redlined for
   3.1.1     amendments.
    104      Cover Page Interactive Data File (embedded within the Inline XBRL document).





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