Exhibit 10.1

HORACE MANN

SUPPLEMENTAL EMPLOYEE

RETIREMENT PLAN

(SERP)

2002 RESTATEMENT

TABLE OF CONTENTS

                                                                           Page
                                                                           ----
ARTICLE I. - GENERAL ....................................................   1
   1.1    Establishment .................................................   1
   1.2    Purpose .......................................................   1
   1.3    Application of Plan ...........................................   1
   1.4    Sponsorship ...................................................   1

ARTICLE II. - DEFINITIONS ...............................................   1
   2.1    "Committee" ...................................................   1
   2.2    "Company" .....................................................   2
   2.3    "Compensation" ................................................   2
   2.4    "Eligible Employee" ...........................................   2
   2.5    "Employer" or "HMSC " .........................................   2
   2.6    "ERISA" .......................................................   2
   2.7    "Final Average Earnings" ......................................   2
   2.8    "HMPP" ........................................................   2
   2.9    "Hour of Service" .............................................   2
   2.10   "Internal Revenue Code" or "Code" .............................   2
   2.11   "Joint and 50% Survivor Annuity" ..............................   2
   2.12   "Joint and Survivor Annuity" ..................................   2
   2.13   "MPPP" ........................................................   2
   2.14   "Normal Form of Payment" ......................................   2
   2.15   "Participant" .................................................   2
   2.16   "Payment Date" ................................................   3
   2.17   "Plan" ........................................................   3
   2.18   "Plan Year" ...................................................   3
   2.19   "Predecessor Employer" ........................................   3
   2.20   "Primary Social Security Benefit" .............................   3
   2.21   "QDRO" ........................................................   3
   2.22   "Spouse" ......................................................   3
   2.23   "Termination of Employment" ...................................   3
   2.24   "Years of Credited Service " or "Credited Service " ...........   3
   2.25   "Years of Eligible Service " or "Eligible Service " ...........   3

ARTICLE III. - PARTICIPATION ............................................   3
   3.1    Becoming a Participant ........................................   3
   3.2    Reemployment ..................................................   3
   3.3    Ceasing to be a Participant ...................................   4

ARTICLE IV. - ELIGIBILITY FOR AND AMOUNT OF RETIREMENT BENEFITS .........   4
   4.1    Eligibility ...................................................   4
   4.2    Vesting .......................................................   5
   4.3    Retirement Benefit Calculation ................................   5
   4.4    Commencement of Retirement Benefits ...........................   6

ARTICLE V. - DEATH BENEFITS ..............................................    6
   5.1    Entitlement to Death Benefits. .................................    6
   5.2    Claiming Death Benefits ........................................    6

ARTICLE VI. - FORM AND COMMENCEMENT OF RETIREMENT BENEFITS ...............    7
   6.1    Form and Commencement ..........................................    7
   6.2    Participant Elections ..........................................    7
   6.3    Hardship .......................................................    7
   6.4    Facility of Payment ............................................    8
   6.5    Effect of Return of Benefit Checks .............................    8
   6.6    Small Pensions .................................................    8

ARTICLE VII. - PLAN FINANCING ............................................    8
   7.1    Funding ........................................................    8
   7.2    Employer Contributions .........................................    9
   7.3    Benefits Payable Only From Corporate Assets ....................    9

ARTICLE VIII. - ADMINISTRATION ...........................................    9
   8.1    Pension Committee ..............................................    9
   8.2    Plan Administrator .............................................    9
   8.3    Liability ......................................................    9
   8.4    Claims Procedure ...............................................    9

ARTICLE IX. - AMENDMENT AND TERMINATION ..................................   10
   9.1    Amendment or Termination .......................................   10
   9.2    Change of Control ..............................................   10
   9.3    Corporate Successors ...........................................   11

ARTICLE X. - MISCELLANEOUS PROVISIONS ....................................   11
   10.1   Maximum Pensions ...............................................   11
   10.2   Nonalienation of Benefits ......................................   11
   10.3   No Contract of Employment ......................................   12
   10.4   Termination of Employment ......................................   12
   10.5   No Duplication of Benefits .....................................   12
   10.6   Limitations on Liability and Indemnification ...................   12
   10.7   Tax Implications ...............................................   12
   10.8   Reduction for Overpayment ......................................   12
   10.9   No Trust Relationship ..........................................   12
   10.10  Gender and Number ..............................................   13
   10.11  Invalidity of Certain Provisions ...............................   13
   10.12  Headings .......................................................   13
   10.13  Law Governing ..................................................   13

ARTICLE I. - GENERAL

1.1 Establishment. Effective January 1, 1992, Horace Mann Educators Corporation and Horace Mann Service Corporation (collectively referred to as the "Company") established an unfunded, deferred compensation plan on behalf of certain designated management or highly compensated employees of the Company or any subsidiary of the Company which has adopted the Horace Mann Pension Plan ("HMPP"). This document defines the provisions of such plan and shall be known as the "Horace Mann Supplemental Employee Retirement Plan" (the "Plan" or "SERP").

Effective February 12, 1997, the Plan was amended and restated to include the same vesting provisions as contained in the HMPP.

The Plan was amended effective March 31, 2002, to provide that no Participant will earn or accrue benefits under the Plan after March 31, 2002.

This amendment and restatement of the Plan is effective March 31, 2002.

1.2 Purpose. The Company maintains the HMPP which is intended to meet the requirements of a "qualified" retirement plan under Section 401(a) of the Internal Revenue Code of 1986, as amended ("Code"). The HMPP was amended effective January 1, 1992, to contain a new benefit formula designed to comply with the requirements for a qualified retirement plan as a result of the Tax Reform Act of 1986 and other legislative and regulatory developments. As of December 31, 1991, the HMPP's original primary offset formula was frozen. This Plan was established to replace benefits lost under the HMPP due to diminution of benefit accruals for the Eligible Employees. This Plan is intended to be an unfunded, deferred compensation plan for this select group of management or highly compensated employees, as described in Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974 ("ERISA"). The purpose of the 2002 amendment and restatement is to effect the amendment to the Plan freezing benefit accruals effective as of March 31, 2002.

1.3 Application of Plan. The terms of this Plan are applicable only to the Eligible Employees who were in the active employ of the Company before August 29, 1989 and after January 1, 1992.

1.4 Sponsorship. Horace Mann Service Corporation maintains and sponsors the Plan.

ARTICLE II. - DEFINITIONS

The following terms, whenever used in the following capitalized form, shall have the meaning set forth below unless the context clearly indicates otherwise:

2.1 "Committee" means the Committee appointed pursuant to the terms of the HMPP, with the responsibility and authority described therein.

2.2   "Company" means Horace Mann Educators Corporation and Horace Mann Service
      Corporation and any successors thereto.

2.3   "Compensation" means the Compensation recognized for a Participant under
      the HMPP at the same point in time. The Compensation of a Participant
      earned after March 31, 2002, shall not be taken into account for any
      purpose under the Plan.

2.4   "Eligible Employee" means those designated management or highly
      compensated Employees in the Appendix, but only for the period prior to
      their Termination of Employment.

2.5   "Employer" or "HMSC" means Horace Mann Service Corporation.

2.6   "ERISA" means the Employee Retirement Income Security Act of 1974, as from
      time to time amended.

2.7   "Final Average Earnings" means the Final Average Earnings recognized for a
      Participant under the HMPP at the same point in time. In determining a
      Participant's Final Average Earnings, the Compensation and service of a
      Participant after March 31, 2002 shall not be taken into account.

2.8   "HMPP" means the Horace Mann Pension Plan, as amended by the 2002
      restatement thereof and as further amended from time to time.

2.9   "Hour of Service" means each hour which an Eligible Employee is directly
      or indirectly paid or entitled to payment by the Employer for the
      performance of duties. Hour of Service shall not include any hour after
      March 31, 2002.

2.10  "Internal Revenue Code" or "Code" means the Internal Revenue Code of 1986,
      as amended, and any subsequent Internal Revenue Code. If there is a
      subsequent Internal Revenue Code, any references herein to Internal

Revenue Code sections shall be deemed to refer to comparable sections of any subsequent Internal Revenue Code.

2.11  "Joint and 50% Survivor Annuity" means a reduced monthly benefit payable
      as defined in the HMPP.

2.12  "Joint and Survivor Annuity" means a reduced Retirement Benefit payable as
      defined in the HMPP.

2.13  "MPPP" means the Horace Mann Money Purchase Pension Plan, as amended by
      the 2002 restatement thereof and as further amended from time to time.

2.14  "Normal Form of Payment" has the same meaning as defined in the HMPP.

2.15  "Participant" means an Eligible Employee or former Eligible Employee who
      has an Accrued Benefit under the Plan.

                                      -2-

2.16  "Payment Date" means the relevant date for determining when the retirement
      benefits or death benefits shall be paid and the form of payment and shall
      be the first day of the month next following a Participant's Termination
      of Employment.

2.17  "Plan" means the Plan as herein set forth, or as may be amended hereafter
      from time to time.

2.18  "Plan Year" means each twelve-consecutive month period beginning January
      1, 1992.

2.19  "Predecessor Employer" means CIGNA Corporation and each other company for
      whom employment would earn "eligible service" under the Prior Plan as
      defined in the HMPP.

2.20  "Primary Social Security Benefit" means the estimated monthly primary
      insurance amount as defined in Appendix I to the HMPP.

2.21  "QDRO" means a domestic  relations order which the Committee has
      determined to be a qualified domestic relations order within the meaning
      of Section 414(p) of the Code.

2.22  "Spouse" means a person who is the Participant's Spouse under the HMPP.

2.23  "Termination of Employment" occurs when a person ceases to be employed by
      HMSC.

2.24  "Years of Credited Service" or "Credited Service" means only those periods
      of service as defined in the HMPP for purposes of benefit calculation. Any
      service beyond 30 years will not be included in the benefit calculation. A
      Participant will earn no Credited Service under this Plan after March 31,
      2002.

2.25  "Years of Eligible Service" or "Eligible Service" means the number of full
      and fractional Years of Eligible Service recognized for a Participant as
      defined under the HMPP.

                          ARTICLE III. - PARTICIPATION

3.1   Becoming a Participant. Each Eligible Employee shall initially become a
      Participant on January 1, 1992.

3.2   Reemployment.

      (a)  Following Retirement. If a Participant retires from the Company, and
           subsequently is re-employed as a full time, part time or temporary
           employee who works more than 10 days per month, the Participant's
           periodic SERP benefit will cease until he re-retires. Upon his
           subsequent retirement, his prior and additional service and earnings,
           plus any additional credit earned under the qualified plan(s), but
           not any additional service and earnings or any additional credit
           earned with respect to periods after March 31, 2002, will be included
           in the recalculation of the Participant's SERP benefit.

                                      -3-

          In the event the Participant retires and is re-employed and works less
          than 10 days a month, the Participant's periodic SERP payment will
          continue.

     (b)  Following Termination of Employment for reason(s) other than
          Retirement. If an Eligible Employee's Termination of Employment is for
          reason(s) other than Early or Normal Retirement, then upon
          re-employment on or prior to March 31, 2002, any prior service will be
          credited as it is credited under the HMPP. However, to the extent that
          the Participant received a Lump Sum distribution under the SERP, as
          defined in the HMPP, the Participant will not receive credit under
          this Plan for that prior service.

3.3  Ceasing to be a Participant. A person will cease to be a Participant with
     respect to his Accrued Benefit earned prior to his Termination of
     Employment:

     (a)  if he becomes a Participant in the Executive Supplemental Employee
          Retirement Plan (ESERP) then all benefits under this Plan will be
          forfeited;

     (b)  if he loses all of his Years of Credited Service under the HMPP; or

     (c)  if he dies.

        ARTICLE IV. - ELIGIBILITY FOR AND AMOUNT OF RETIREMENT BENEFITS

4.1  Eligibility. Benefits are payable under the SERP only if the Participant
     separates from service from the Company and would be considered to be
     vested under the HMPP. That eligibility would include early, normal, and
     postponed retirement. As defined in the HMPP:

     (a)  For employees who separate from service and are immediately eligible
          for retirement benefits:

          (i)   Normal Retirement Date is the first day of the month coincident
                with or next following the month in which the Participant is at
                least 65 years and has at least 5 years of service;

          (ii)  Early Retirement Date is the first day of the month coincident
                with or following the month in which the Participant is at least
                55 years and has at least 10 years of service. Benefits will be
                reduced according to the Early Retirement Adjustment Factor
                Table as contained in the HMPP; or

          (iii) Postponed Retirement Date is the first day of the month
                coincident with or next following the Participant's termination
                of employment with the Company after his Normal Retirement Date,
                and until March 31, 2002, the Participant will continue to
                accrue service under this Plan (up to 30 years) and eligible
                compensation.

                                      -4-

     (b)  For employees who separate from service, who are vested but not yet
          eligible for retirement benefits:

          (i)   Normal vested benefits are payable as of the first day of the
                month coincident with or next following the Participant's 65th
                birthday and the Participant has at least 5 years of service and
                are calculated in the same manner as provided in the HMPP at the
                time of the Participant's separation from service; or

          (ii)  Early vested benefits are payable as of the first day of the
                month coincident with or following the month in which the
                Participant is at least 55 years and has at least 10 years of
                service. Benefits are calculated in the same manner as provided
                in the HMPP at the time of the Participant's separation from
                service and will be reduced according to the Deferred Vested
                Retirement Adjustment Factor Table as contained in the HMPP.

4.2  Vesting. The SERP benefits are subject to the same vesting provisions as
     described in the HMPP.

4.3  Retirement Benefit Calculation. The purpose of the SERP is to provide in
     conjunction with benefits payable from the HMPP and the MPPP, a retirement
     income equal to the benefit provided under the pre-January 1, 1992 HMPP as
     stated in the "guaranteed benefit" at age 65 years subject to the ceasing
     of benefit accruals hereunder on March 31, 2002.

     (a)  A Participant who attains his Normal Retirement Date as an Eligible
          Employee shall have a retirement benefit equal to his Accrued Benefit,
          defined in the same manner as the Accrued Benefit in the HMPP. The

SERP base benefit formula is:

*an average of the Participant's highest 36 consecutive months of Compensation;
*times 2%;
*times Years of Credited Service under the HMPP (up to 30 years); *minus 50% of the Primary Social Security Benefit; *equals the Participant's lifetime only benefit at age 65 years.

(b) To determine what benefit, if any, is due under the SERP, the following calculation would be performed.

*SERP lifetime only base benefit; *minus the lifetime only benefit payable from the HMPP; *minus the lifetime only benefit payable from the MPPP, as defined in the HMPP and as determined as of the Valuation Date specified in the HMPP which shall be no later than March 31, 2002; *equals the lifetime only benefit payable from the SERP.

If the combined payable benefits from the HMPP and the MPPP are greater than the SERP, then no benefits are payable from the SERP. This would apply to any other forms of benefits payable (such as, early retirement or surviving spouse

options). In addition, the SERP will not pay supplemental benefits due to IRC statutory limitations.

4.4 Commencement of Retirement Benefits. All Retirement Benefits will be paid as of the appropriate Payment Date. In the event payment of a Retirement Benefit does not commence or is not made until after a Participant's Payment Date, the Plan will pay to such Participant all amounts due and unpaid since the Payment Date in accordance with the form of payment in effect on the Payment Date.

ARTICLE V. - DEATH BENEFITS

5.1 Entitlement to Death Benefits.

(a) Amount and Conditions of Spouse's Death Benefit. Upon the death on or after January 1, 1992 and prior to the Payment Date of any Retirement Benefit, of a Participant who has satisfied the conditions hereinafter described, the Spouse of such Participant shall be entitled to a Death Benefit commencing on the Spouse's Payment Date and in the amount described hereinafter:

(i) With respect to a Participant who is not an Eligible Employee on his date of death, and whose death occurs after he has attained his Normal Retirement Date or Early Retirement Date, the Death Benefit shall be an amount that the Participant would have been paid had the Participant commenced to receive Retirement Benefits on what would have been the Participant's Payment Date and had he died the next day.

(ii) In the case of a Participant who is an Eligible Employee on the date of his death and who has accrued not less than five (5) Years of Eligible Service, the Death Benefit shall be an amount equal to fifty percent (50%) of the Participant's Accrued Benefit payable in a Single Life Annuity.

(b) No Death Benefit. If a Death Benefit is not applicable in accordance with Section 5.1(a), or the Spouse dies before the Payment Date of such Death Benefit, no Death Benefit shall be paid from the Plan.

5.2 Claiming Death Benefits. All Death Benefits will be paid commencing as of the appropriate Payment Date. In the event payment of a Death Benefit does not commence or is not made until after the Payment Date, the Plan will pay to such Spouse all amounts due and unpaid since the Payment Date in accordance with the form of payment automatically in effect on the Payment Date. Notwithstanding the request or election to the contrary, the Plan Administrator shall direct an immediate distribution of a Lump Sum payment (determined pursuant to the appropriate table as defined in the HMPP) if the value of the Death Benefit payable as of the Payment Date does not exceed the applicable limit as defined in the HMPP.

ARTICLE VI. - FORM AND COMMENCEMENT OF RETIREMENT BENEFITS

6.1 Form and Commencement. As defined in the HMPP, benefits payable under this Plan shall be paid in the Normal Form of Payment beginning on the Participant's Payment Date. However, in the manner described in Section 6.2, any benefit due to a Participant under this Plan may be paid in the form of a Joint and Survivor Annuity or a Lump Sum payment. Each alternate form of payment shall be in the Actuarial Equivalent as defined in the HMPP of a Single Life Annuity.

6.2 Participant Elections. A Participant (or a Participant's spouse should the Participant pre decease the Participant) shall have the right to elect, by delivery of written notice to the Plan Administrator at any time prior to his Payment Date, not to have the Retirement Benefit paid in the Normal Form of Payment. Any election made by a person pursuant to this Section may be revoked by such person by delivering written notice to the Plan Administrator at any time prior to his Payment Date and, once revoked, may be made again at any time by delivering written notice to the Plan Administrator prior to his Payment Date. An election to receive payment of his Retirement Benefit in the form of a Lump Sum shall be subject to the approval of the Plan Administrator in his or her absolute discretion. The Plan Administrator shall only approve a Lump Sum form of payment when the Participant has demonstrated to the Plan Administrator's satisfaction that he is suffering or will soon be suffering a severe economic hardship due to severe and unexpected financial emergencies, as described in Section 6.3, and he has no readily available resources to meet the hardship.

6.3 Hardship. A severe economic hardship shall include:

(a) unreimbursed medical expenses for the Participant, the Participant's Spouse, or the Participant's dependents;

(b) unreimbursed expense for the Participant, Participant's Spouse or the Participant's dependents for long-term care, custodial care, or elder care;

(c) purchase of a Participant's primary residence;

(d) mortgage or rent payments to prevent the Participant's eviction from, or foreclosure on, his principal residence;

(e) unreimbursed educational expense for the Participant or the Participant's dependents;

(f) payment of expenses in order to prevent the Participant's bankruptcy;

(g) in the cases of terminal illness of the Participant, the Spouse or the Participant's Dependents;

(h) other financial emergencies of an unforeseen nature, that would impose severe hardship on the Participant as determined in a nondiscriminatory manner.

Hardships for purposes of the Plan would not include purchase of a secondary residence or similar types of real estate, meeting outstanding credit indebtedness, mortgage balloon payments, refinancing, and other similar types of events.

In order to qualify for a Lump Sum distribution for the above hardships, the Participant must not have any other readily available resources that would meet the Participant's unforeseen, immediate financial need. This would not include the forced selling of property significantly below its true value or incurring a substantial penalty because of an early surrender of a certificate of deposit. If the Participant requests a "hardship" Lump Sum distribution, he will be required to make the request in writing and to submit documentation of the financial need and certification of the unavailability of other resources to meet the need.

The review and approval of the hardship Lump Sum distribution is made by the Plan Administrator. Should the Participant's request be denied, and he feels that denial is in error, he should appeal his request within sixty
(60) days of the denial to the Plan Administrator and the Chairperson of the Pension Committee. Any decision made subsequent to the appeal review process will be considered final.

Subsequent to review and approval, benefits will be paid approximately thirty (30) days later by draft without interest from the Payment Date.

6.4 Facility of Payment. All benefits under the Plan shall be paid to the Participant or Spouse entitled thereto ("Payee") by a check which shall be endorsed personally by the Payee.

6.5 Effect of Return of Benefit Checks. Each person entitled to benefits under this Plan shall furnish the Plan Administrator with the address to which his benefit checks shall be mailed. If any benefit check is mailed by regular United States Mail to the last address appearing on the Plan Administrator's record is returned because the addressee is not found at that address, the mailing of benefit checks shall stop. Thereafter, if the Plan Administrator receives written notice of the proper address of the person entitled to receive such benefit checks and is furnished with evidence satisfactory to the Plan Administrator that such person is living, all amounts then due shall be forwarded to such person.

6.6 Small Pensions. Notwithstanding a Participant's election otherwise or any other provision of this Plan, if the Lump Sum value (determined pursuant to the appropriate Table contained in the HMPP) of a Participant's Retirement Benefit does not exceed the applicable limit prescribed by the HMPP, the Plan Administrator shall make full payment of such Retirement Benefit in a Lump Sum.

ARTICLE VII. - PLAN FINANCING

7.1 Funding. All benefits payable under the Plan constitute general corporate obligations of the Employer. The amounts payable under the Plan shall be reflected on the accounting records of the Employer but shall not be construed to create or require the creation of a trust, custodial, or escrow account. No Participant (or Spouse of a Participant) shall have

any right, title, or interest whatever in or to any investment reserves, accounts, or funds that an Employer may purchase, establish, or accumulate to aid in providing benefits under this Plan. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create a trust or fiduciary relationship of any kind between an Employer and a Participant or any other person. Neither a Participant or Spouse of a Participant shall acquire any interest greater than that of an unsecured creditor.

7.2 Employer Contributions. The Employer shall make payments from its general assets to pay benefits under this Plan in such amounts and at such times as the Committee, in accordance with the Plan, shall from time to time direct.

7.3 Benefits Payable Only From Corporate Assets. All benefits provided by this Plan shall be paid solely out of the corporate assets of the Employer.

ARTICLE VIII. - ADMINISTRATION

8.1 Pension Committee. The same membership structure, actions, responsibility and authority shall apply to this Plan as described in the HMPP and the MPPP. The decision of the Pension Committee in matters within its jurisdiction shall be final, binding, and conclusive upon the Company and upon each Eligible Employee, Participant, spouse, and every other person or party interested or concerned.

8.2 Plan Administrator. The Plan Administrator shall have the same duties and authority pursuant to this Plan as are described in the HMPP and the MPPP. All affairs of calculation, payment and administration of the SERP are conducted by the Plan Administrator. No benefits will be paid under the terms of this Plan without the authorization of the Plan Administrator. The Plan Administrator shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by the Company with respect to the Plan.

8.3 Liability. The Committee and Plan Administrator shall be free from all liability, joint and several, for their acts as members of such Committee, except to the extent that they may have committed willful misconduct or otherwise required by federal law.

8.4 Claims Procedure. If a Participant believes he is being denied a benefit to which he is entitled under the Plan, the Participant may file a written request for such benefit with the Committee setting forth his claim. Upon receipt of the claim, the Committee shall advise the Participant that a reply will be forthcoming within ninety (90) days and shall deliver such reply within such period, unless Committee extends the reply period for an additional ninety (90) days for reasonable cause. If the claim is denied in whole or in part, the Committee shall so advise the Participant in writing setting forth: (a) the specific reason or reasons for such denial; (b) the specific reference to pertinent provisions of the Plan on which such denial is based; (c) a description of any additional material or information necessary for the Participant to perfect his claim and an explanation why such material or such information is necessary; and (d) appropriate information as to the steps to be taken if the Participant wishes to submit the claim for review. Any request for review must be submitted in writing by the Participant

to the Committee in care of the Committee at its principal place of business within sixty (60) days after the receipt by the Participant of the denial of the Participant's claim. The Participant or his duly authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Committee. If the Participant does not request a review of the Committee's determination within such sixty (60) day period, the Participant shall be barred and estopped from challenging the Committee's determination. Within sixty (60) days after the Committee's receipt of a request for review, it will review its determination. After considering all materials presented by the Participant, the Committee will render a written opinion, written in a manner calculated to be understood by the Participant, setting forth the specific reasons for the decision and containing specific references to the pertinent provisions of the Plan on which the decision is based. If special circumstances require that the sixty (60) day time period be extended, the Committee will so notify the Participant and will render the decision as soon as possible, but no later than one hundred twenty
(120) days after receipt of the request for review.

ARTICLE IX. - AMENDMENT AND TERMINATION

9.1 Amendment or Termination. The Company and Pension Committee intend the Plan to be permanent but reserve the right to amend or terminate the Plan when, in the sole opinion of the Pension Committee, such amendment or termination is advisable. Any such amendment or termination shall be made pursuant to a resolution of the Board of Directors of the Company and shall be effective as of the date of such resolution. No amendment or termination of the Plan shall directly or indirectly deprive any Participant or surviving spouse of all or any portion of any SERP Benefit payment which has commenced prior to the effective date of the resolution amending or terminating the Plan.

Unless expressly provided for in this Plan, the Pension Committee may only amend, modify, change or revise the Plan by amendment if such amendment could have been adopted under the first paragraph of this
Section and it does not cause a change in the level or type of expenses to be made to the Plan or otherwise materially increase the duties and obligation of the Employer with respect to the Plan.

9.2 Change of Control. In the event of a Change of Control of HMEC (the parent company of HMSC), certain protection will apply. Any Participant who is employed by HMSC when a Change of Control occurs, who has signed a severance agreement and who is discharged for reasons other than cause, during a three year period subsequent to the Change of Control, will receive their benefit from the SERP in a lump sum payment equal to their accrued benefit under the SERP, as defined in Article 4, at the time of severance. Should this Plan be terminated and not replaced due to a Change of Control of HMEC, all SERP Participants will receive a lump sum payment as defined in the HMPP of their accrued benefit as of the date of termination of the SERP. All payments will be made in a reasonable period after the triggering event has occurred.

A Change of Control shall be deemed to have occurred if (i) there shall be consummated (1) any consolidation or merger of HMEC in which HMEC is not the continuing or surviving corporation, or pursuant to which shares of HMEC's common stock would be converted into cash, securities or other property, other than a merger of HMEC in which

no Company shareholder's ownership percentage in the surviving corporation immediately after the merger is less than such shareholder's ownership percentage in HMEC immediately prior to such merger by ten percent (10%) or more, or (2) any sale, lease exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all of the assets of HMEC; (ii) the shareholders of HMEC approve any plan or proposal for the liquidation or dissolution of HMEC which is a part of a sale of assets, merger, or reorganization of HMEC or other similar transaction; (iii) any "person" as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is or becomes, directly or indirectly, the "beneficial owner," as defined in Rule l3d-3 under the Exchange Act, of securities of HMEC that represent 51% or more of the combined voting power of HMEC's then outstanding securities; or (iv) a majority of the members of HMEC's Board of Directors are persons who are then serving on the Board of Directors without having been elected by the Board of Directors or having been nominated by HMEC for election by its shareholders.

9.3 Corporate Successors. The Plan shall not be automatically terminated by a transfer or sale of assets of the Company or by the merger or consolidation of the Company into or with any other corporation or other entity, but the Plan shall be continued after such sale, merger or consolidation only if and to the extent that the transferee, purchaser or successor entity agrees to continue the Plan. In the event the Plan is not continued by the transferee, purchaser or successor entity, then the Plan shall terminate subject to the provisions of paragraphs 9.1 and 9.2.

10.1     Maximum Pensions. The provisions of Section 14.11 of the HMPP (or
         successor provisions thereof) which impose the Code Section 415 limits
         on benefit accruals and all related definitions in the HMPP are
         incorporated herein by reference, made a part hereof, and made
         applicable to limit a Participant's Retirement Benefit or his Spouse's
         Death Benefit hereunder.

10.2     Nonalienation of Benefits. No benefit payable at any time under this
         Plan shall be subject to any manner to alienation, sale, transfer,
         assignment, pledge, attachment, or other legal processes, or
         encumbrance of any kind. Any attempt to alienate, sell, transfer,
         assign, pledge or otherwise encumber any such benefits, whether
         currently or thereafter payable, shall be void. No benefit, nor any
         fund which may be established for the payment of such benefits, shall,
         in any manner, be liable for or subject to the debts or liabilities of
         any person entitled to such benefits. If any person shall attempt to,
         or shall, alienate, sell, transfer, assign, pledge or otherwise
         encumber his benefits under this Plan, or if by reason of his
         bankruptcy or other event happening at any time, such benefits would
         devolve upon any other person or would not be enjoyed by the person
         entitled thereto under the Plan, then the Committee, in its discretion,
         may terminate the interest in any such benefits of the person entitled
         thereto under the Plan and hold or apply them to or for the benefit of
         such person entitled thereto under the Plan in such manner as the
         Committee may deem proper.

                                      -11-

10.3  No Contract of Employment. Nothing contained in this Plan shall be
      construed as a contract of employment between any Employer and any person
      or as creating a right of any person to be continued in the employment of
      any Employer.

10.4  Termination of Employment. When a person incurs a Termination of
      Employment his right to benefits from this Plan shall be determined only
      by the terms of this Plan.

10.5  No Duplication of Benefits. No benefits shall be paid to any person under
      more than one provision of this Plan for the same period of time.

10.6  Limitations on Liability and Indemnification. Notwithstanding any of the
      preceding provisions of the Plan, neither the Company, Plan Administrator,
      nor any individual acting as an employee or agent of the Company or as a
      member of the Pension Committee shall be liable to any Participant, former
      Participant, surviving spouse or any other person for any claim, loss,
      liability or expense incurred in connection with the Plan.

      Further, the Company shall indemnify and hold harmless each member of the
      Board of Directors, each member of the Pension Committee, the Plan
      Administrator, and each officer and employee of the Company to whom are
      delegated duties, responsibilities and authority with respect to the Plan
      against all claims, liabilities, fines and penalties, and all expenses
      reasonably incurred by or imposed upon him (including but not limited to
      reasonable attorney fees) which are not the result of intentional acts
      knowingly in violation of the Plan or the law.

10.7  Tax Implications. The SERP is not a qualified pension plan, but a deferred
      compensation plan. It is not eligible for a tax free rollover at the time
      of distribution and may also be subject to taxation on benefit accruals
      during a Participant's employment. The Company will cause taxes
      (including, but not limited to, employment taxes or federal or state
      income taxes) to be withheld from amounts paid hereunder as required by
      law. A Participant should seek the advice of a tax consultant or financial
      advisor regarding his personal tax situation.

10.8  Reduction for Overpayment. The Committee shall, whenever it determines
      that a person has received benefit payments under this Plan in excess of
      the amount to which the person is entitled under the terms of the Plan,
      make two reasonable attempts to collect such overpayment from the person.
      If the person to whom such overpayments were made does not, within a
      reasonable time, make the requested repayment to the Plan Administrator,
      the overpayment shall be considered as an advance payment of benefits and
      the Committee shall direct the Plan Administrator to reduce all future
      benefits payable to that person by the actuarial equivalent value of the
      overpayment. The Actuarial Equivalency is defined in the same manner as
      the HMPP.

10.9  No Trust Relationship. Nothing contained herein and no actions taken
      pursuant to the Plan shall create or be construed to create a trust of any
      kind or a fiduciary relationship between the Company and any Participant.
      The Company shall not be considered a trustee by reason of any provision
      of this Plan.

10.10 Gender and Number. Except when the context indicates to the contrary when used herein, masculine terms shall be deemed to include the feminine, and singular the plural.

10.11 Invalidity of Certain Provisions. If any provision of this Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof and the Plan shall be construed and enforced as if such provisions, to the extent invalid or unenforceable, had not been included.

10.12 Headings. The headings of articles are included solely for convenience of reference, and if there is any conflict between such headings and the text of this Plan, the text shall control.

10.13 Law Governing. The Plan shall be construed and enforced according to the laws of the State of Illinois (other than its laws respecting choice of law).

Executed effective as of March 31, 2002.

HORACE MANN SERVICE CORPORATION

By:        /s/ Kathryn E. Karr
   -----------------------------------
           Plan Administrator

Exhibit 10.2

HORACE MANN
EXECUTIVE SUPPLEMENTAL EMPLOYEE
RETIREMENT PLAN
(ESERP)

2002 RESTATEMENT

TABLE OF CONTENTS

                                                                                           Page
                                                                                           ----
ARTICLE I. - GENERAL .....................................................................    1
   1.1    Background and Establishment ...................................................    1

ARTICLE II. - DEFINITIONS ................................................................    1
   2.1    "Actuarial Equivalent" or "Equivalent" .........................................    1
   2.2    "Company" or "HMSC" ............................................................    1
   2.3    "Eligible Earnings" ............................................................    1
   2.4    "Eligible Employee" ............................................................    2
   2.5    "ESERP Benefit" ................................................................    2
   2.6    "Final Average Earnings" .......................................................    2
   2.7    "Internal Revenue Code" or "Code" ..............................................    2
   2.8    "NQMPPP" .......................................................................    2
   2.9    "NQMPPP Eligible Earnings" .....................................................    2
   2.10   "Participant" ..................................................................    2
   2.11   "Plan" .........................................................................    2
   2.12   "Plan Year" ....................................................................    2
   2.13   "Spouse" .......................................................................    2
   2.14   "Vesting Service" ..............................................................    2
   2.15   "Years of Service" or "Years of Credited Service" ..............................    2

ARTICLE III. - ELIGIBILITY TO PARTICIPATE ................................................    3
   3.1    Becoming a Participant .........................................................    3
   3.2    Reemployment ...................................................................    3
   3.3    Ceasing to be a Participant ....................................................    3

ARTICLE IV. - ELIGIBILITY FOR AND AMOUNT OF BENEFITS .....................................    3
   4.1    Eligibility ....................................................................    3
   4.2    Retirement Benefit Calculation .................................................    4
   4.3    Accrual of Benefits ............................................................    6
   4.4    Disability Retirement ..........................................................    6
   4.5    Vesting ........................................................................    6

ARTICLE V. - FORM AND COMMENCEMENT OF BENEFITS ...........................................    6
   5.1    Forms of Benefits Payable ......................................................    6
   5.2    Survivor Benefits ..............................................................    7
   5.3    Commencement of Payment of SERP Benefits .......................................    7

ARTICLE VI. - ADMINISTRATION .............................................................    8
   6.1    Pension Committee ..............................................................    8
   6.2    Plan Administrator .............................................................    8
   6.3    Liability ......................................................................    8
   6.4    Claims Procedure ...............................................................    8

ARTICLE VII. - AMENDMENT AND TERMINATION ....................................................   9
   7.1    Amendment or Termination ..........................................................   9
   7.2    Change of Control .................................................................   9
   7.3    Corporate Successors ..............................................................   9

   ARTICLE VIII. - MISCELLANEOUS ............................................................  10
   8.1    No Contract of Employment .........................................................  10
   8.2    Funding ...........................................................................  10
   8.3    Nonalienation of Benefits .........................................................  10
   8.4    Tax Implications ..................................................................  10
   8.5    Reduction for Overpayment .........................................................  10
   8.6    State Law .........................................................................  11
   8.7    Incapacity of Recipient ...........................................................  11
   8.8    Unclaimed Benefit .................................................................  11
   8.9    Invalidity of Certain Provisions ..................................................  11
   8.10   Limitations on Liability and Indemnification ......................................  11
   8.11   No Trust Relationship .............................................................  11
   8.12   Gender and Number .................................................................  12
   8.13   Headings ..........................................................................  12

APPENDIX A ..................................................................................  13

ARTICLE I. - GENERAL

1.1 Background and Establishment. The Horace Mann Executive Supplemental Employee Retirement Plan (ESERP) was effective as of January 1, 1992. The function of the ESERP is to provide supplemental retirement income benefits to a finite group of employees. This finite group was identified by their estimated projected loss of benefits due to limitations on compensation as defined under Section 401(a)(17) of the Internal Revenue Code and benefit limitations as defined under Section 415 of the Internal Revenue Code from the qualified Money Purchase Pension Plan ("MPPP"), qualified Horace Mann Pension Plan ("HMPP") and non-qualified Supplemental Employee Retirement Plan ("SERP"). (All references are to the HMPP and MPPP as the "Floor Offset" arrangement under their 2002 Restatement, as amended, unless specified otherwise.) The Floor Offset arrangement is described in its Summary Plan Description (SPD) as contained in the Employee Benefits Binder. The ESERP plan only covers named employees.

In 1994, the Plan was expanded to include certain key employees, who may not be executives of the Company, but whose employment and performance are considered to be important to meeting the goals and objectives of Horace Mann Educators Corporation ("HMEC"), the parent company of HMSC. Additionally, the structure of the Plan was changed to replicate features of the qualified Floor Offset arrangement that exists with the HMPP and the MPPP.

Effective February 12, 1997, the Plan was amended and restated to include the same vesting provisions as the HMPP and MPPP.

The Plan was amended effective March 31, 2002, to provide that no Participant will earn or accrue benefits under the Plan after March 31, 2002.

The Plan is hereby amended and restated effective March 31, 2002, to effect the amendment to the Plan freezing benefit accruals effective as of March 31, 2002, and to spin off the portion of each Participant's benefit hereunder represented by the NQMPPP Feature account to the Horace Mann Nonqualified Supplemental Money Purchase Pension Plan effective as of April 1, 2002.

ARTICLE II. - DEFINITIONS

The following words shall have the meanings below unless the context clearly indicates otherwise:

2.1 "Actuarial Equivalent" or "Equivalent" means the actuarial equivalent as defined in the HMPP.

2.2 "Company" or "HMSC" means Horace Mann Service Corporation and any successor thereto.

2.3 "Eligible Earnings" means the same earnings (compensation) as those which are eligible under the SERP, MPPP and HMPP and as described in their SPD's unless otherwise specified in the Appendix; provided, however, earnings which exceed the statutory limits

as defined and controlled by the Internal Revenue Code in Section
401(a)(17), as amended, will be included as eligible earnings for purposes of the ESERP. No earnings of a Participant earned after March 31, 2002, shall be taken into account for any purpose under the Plan.

2.4 "Eligible Employee" means those employees who are identified by their estimated projected loss of benefits due to limitations on compensation as defined under Section 401(a)(17) of the Internal Revenue Code and benefit limitations as defined under Section 415 of the Internal Revenue Code from the MPPP, HMPP and SERP, who are highly compensated key employees and who are designated in the Appendix as recorded by the Plan Administrator.

2.5 "ESERP Benefit" means the benefit payable in accordance with the Plan.

2.6 "Final Average Earnings" means the Participant's Final Average Earnings as defined in the HMPP, which Final Average Earnings is to be determined without taking into account any earnings or service of the Participant earned or credited after March 31, 2002.

2.7 "Internal Revenue Code" or "Code" means the Internal Revenue Code of 1986, as amended, and any subsequent Internal Revenue Code. If there is a subsequent Internal Revenue Code, any references herein to Internal Revenue Code sections shall be deemed to refer to comparable sections of any subsequent Internal Revenue Code.

2.8   "NQMPPP" means the defined contribution feature of the Plan as described
      in Article 4.2.

2.9   "NQMPPP Eligible Earnings" means only those Eligible Earnings in excess of
      the limits imposed by Section 401(a)(17) of the Internal Revenue Code,
      which Eligible Earnings are to be determined without taking into account
      any earnings of the Participant earned after March 31, 2002.

2.10  "Participant" means those highly compensated key employees listed in the
      Appendix.

2.11  "Plan" means the Executive Supplemental Employee Retirement Plan as herein
      set forth and as amended from time to time.

2.12  "Plan Year" means each twelve-consecutive month period beginning January
      1, 1992.

2.13  "Spouse" means a person who is the Participant's Spouse as defined in the
      HMPP.

2.14  "Vesting Service" means the sum of an Eligible Employee's periods of
      continuous service as defined in the MPPP.

2.15  "Years of Service" or "Years of Credited Service" means only those periods
      of service as defined in the HMPP for purposes of benefit calculation. Any
      service beyond 30 years will not be included in the benefit calculation. A
      Participant will earn no years of service or years of credited service
      under this Plan after March 31, 2002.

ARTICLE III. - ELIGIBILITY TO PARTICIPATE

3.1 Becoming a Participant. Each Eligible Employee shall initially become a Participant as indicated in Appendix A, as amended from time to time.

3.2 Reemployment.

(a) Following Retirement. If a Participant retires from the Company, and subsequently is re-employed as a full time, part time or temporary employee who works more than 10 days per month, the Participant's periodic ESERP benefit will cease until he re-retires. Upon his subsequent retirement, his prior and additional service and earnings, plus any additional credit earned under the qualified plan(s), but not any additional service and earnings or any additional credit earned with respect to periods after March 31, 2002, will be included in the recalculation of the Participant's ESERP benefit. In the event the Participant retires and is re-employed and works less than 10 days a month, the Participant's periodic ESERP payment will continue.

3.3 Ceasing to be a Participant A person will cease to be a Participant:

(a) if he loses all of his Years of Credited Service under the HMPP or MPPP, or

(b) if he dies.

ARTICLE IV. - ELIGIBILITY FOR AND AMOUNT OF BENEFITS

4.1 Eligibility. Benefits are payable under the ESERP only if the Participant separates from service from the Company and would be considered to be vested under the HMPP or MPPP. That eligibility would include early, normal, and postponed retirement. As defined in the HMPP:

(a) For employees who separate from service and are immediately eligible for retirement benefits:

(i) Normal Retirement Date is the first day of the month coincident with or next following the Participant's 65th birthday and the Participant has at least 5 years of service;

(ii) Early Retirement Date is the first day of the month coincident with or following the month in which the Participant is at least 55 years and has at least 10 years of service. Benefits will be reduced according to the Early Retirement Adjustment Factor Table as contained in the HMPP; or

(iii) Postponed Retirement Date is the first day of the month coincident with or next following the Participant's termination of employment with the Company after his Normal Retirement Date and until March 31, 2002 the

Participant will continue to accrue service under this Plan (up to 30 years) and eligible compensation.

(b) For employees who separate from service, who are vested but not yet eligible for retirement benefits:

(i) Normal vested benefits are payable as of the first day of the month coincident with or next following the Participant's 65th birthday and the Participant has at least 5 years of service and are calculated in the same manner as provided in the HMPP at the time of the Participant's separation from service; or

(ii) Early vested benefits are payable as of the first day of the month coincident with or following the month in which the Participant is at least 55 years and has at least 10 years of service. Benefits are calculated in the same manner as provided in the HMPP at the time of the Participant's separation from service and will be reduced according to the Deferred Vested Retirement Adjustment Factor Table as contained in the HMPP.

4.2 Retirement Benefit Calculation. The purpose of the ESERP is to provide minimum "floor" post retirement income benefits that are not available to the Participant under the HMPP, MPPP and SERP due to limits pertaining to IRC Sections 401(a)(17) and 415, as amended. Any benefits under the HMPP and MPPP offset the benefits available under the ESERP.

If a Participant under the SERP becomes a Participant under the ESERP, then all accrued and future accrual of SERP benefits are transferred to the ESERP.

Prior to the 2002 restatement the ESERP provided for benefit accruals under two plan features.

(a) The first plan feature is a defined benefit calculation which is the "floor" benefit of the Plan ("Floor Benefit Feature"). If the retirement is prior to age 65 years, then the Early Retirement Reduction Factors as stated in the HMPP apply. To calculate the Floor Benefit Feature:

(i) For Participants with an adjusted service date of 8/29/89 or prior and who were Participants in the HMPP or its predecessor plans:

*the average of the highest 36 consecutive months of Eligible Earnings under the ESERP;
*times 2%;
*times years of credited service under the HMPP (up to 30 years); *minus 50% of the Primary Social Security Benefit as defined in Appendix I to the HMPP;
*equals the Participant's monthly age 65 "floor" benefit.

(ii) For Participants with an adjusted service date subsequent to 8/29/89 and who were or became Participants in the HMPP:

*the average of the highest 36 consecutive months of Eligible Earnings under the ESERP;
*times 1.6%;
*times years of credited service under the HMPP (up to 30 years); *equals the Participant's monthly age 65 "floor" benefit.

(b) The second plan feature was a defined contribution benefit, referred to as the "Non-Qualified MPPP" or "NQMPPP Feature". This benefit was determined by the Participant's Years of Service and NQMPPP Eligible Earnings.

(i) As defined in the MPPP, Employer contributions were based on a percentage of the Participant's NQMPPP Eligible Earnings determined by the Participant's Vesting Service:

Vesting Service Completed by                Amount of Employer's
Participant                                 Contribution

Less than 5 years                           5%
5 years but less than 15 years              6%
15 years or more                            7%

(ii) For record keeping purposes, for each Participant, a notional or bookkeeping account was established. Phantom contributions to the NQMPPP Feature account were not made prior to a Participant becoming an Eligible Employee in the ESERP. In addition, contributions to the NQMPPP Feature account were not made on a retroactive basis.

(iii) The NQMPPP Feature account was valued as accumulated contributions, plus any gains or losses that would have been credited to those contributions based on the rate of return credited to the qualified MPPP. Effective March 31, 2002, and solely for the purpose of Article 4.2(c) below, the NQMPPP Feature account will always equal the value of the frozen value of the account as of March 31, 2002.

(iv) The NQMPPP Feature account benefit of any Participant who has a positive account value under this plan, shall be transferred to the Horace Mann Nonqualified Supplemental Money Purchase Pension Plan (the "HMNSMPPP") effective as of April 1, 2002 (after all adjustments thereto have been made as provided in Article 4.2(b)(iii)), and effective as of April 1, 2002, no such Participant (nor the survivor of any such Participant who is deceased) shall be entitled to any payment under this Plan of an amount representing the NQMPPP Feature (even though the Participant's NQMPPP Feature Monthly Equivalent will continue to apply hereunder for purposes of determining the Participant's ESERP Monthly Benefit hereunder as provided in Article 4.2(c) below.)

(c) To determine what benefit is due under the ESERP (if any) the following calculation would be performed. The NQMPPP Feature Monthly Equivalent is calculated in the same form and manner as the Monthly Equivalent in the MPPP.

*ESERP monthly Floor Benefit Feature; *minus the NQMPPP Feature Monthly Equivalent determined using a valuation date of March 31, 2002; *minus the HMPP Monthly Benefit; *minus the MPPP Monthly Equivalent determined using a valuation date of March 31, 2002;
*equals the ESERP Monthly Benefit Due.

If the combined payable benefit from the HMPP and the MPPP are greater than the ESERP, then no benefit is payable from the ESERP. This also applies to any other forms of benefits payable (such as, early retirement or surviving spouse options).

4.3 Accrual of Benefits. If a Participant ceases to meet the definition of an Eligible Employee, ESERP benefit accruals will cease as of that time. No further accruals will occur unless and until the Participant once again meets the definition an Eligible Employee but in no event will accruals occur after March 31, 2002. Notwithstanding the foregoing, if a Participant ceases to meet the definition of an Eligible Employee while remaining an employee who accrues benefits or earnings under the NQMPPP, HMPP and/or the MPPP, then the offsets for the NQMPPP Monthly Equivalent, HMPP Monthly Benefit and MPPP Monthly Equivalent as so increased shall continue to be used to decrease the ESERP monthly Floor Benefit Feature; provided, however, no such offsets shall increase or decrease after March 31, 2002.

4.4 Disability Retirement. Should the Participant be placed on a long term disability leave of absence, he will continue to accrue service (but not after March 31, 2002) with regards to the Floor Benefit Feature of this Plan (up to a maximum of 30 years). However, Eligible Earnings will be considered those which were earned as an active employee. If at the time the disability ceases, the Participant is eligible to receive a qualified retirement benefit from the HMPP, he will also be eligible to receive an ESERP benefit.

4.5 Vesting. The ESERP benefits are subject to the same vesting provisions as described in the HMPP and the MPPP.

ARTICLE V. - FORM AND COMMENCEMENT OF BENEFITS

5.1 Forms of Benefits Payable. As of the 2002 restatement, effective as of April 1, 2002, the ESERP benefit is comprised solely of the defined benefit form of payment described in Article 5.1(a) below. Accordingly, Article 5.1(b) which provided for the NQMPP distribution in a defined contribution form is reserved effective April 1, 2002 with the transfer of the liability for those benefits to the HMNSMPPP. For the same reason, Article 5.2(a)(ii) below is reserved.

(a) The form is a defined benefit payment, payable, provided the Participant is eligible for retirement benefits under the HMPP, as a periodic payment in the same form as is provided by the HMPP including any applicable reduction factors. The same calculation methodology and order of calculation used in the HMPP is used in the calculation of benefits in the ESERP.

(i) Forms of monthly payments could reflect survivor benefits and would be based on annuity payment factors as expressed in the HMPP.

(ii) An automatic lump sum distribution of the ESERP benefit will occur at retirement if the lump sum benefit equivalent is less than $5,000. The $5,000 limit may be changed in accordance with the limits established by the Service for qualified pension plans.

(b) [RESERVED.]

5.2 Survivor Benefits.

(a) With regards to the Floor Benefit Feature, if a Participant elects to receive a periodic payment from the qualified pension plans, the same election will apply to the ESERP in the equivalent forms of annuity options available under the HMPP. Currently, those forms include a 50%, 66 2/3%, 75% and 100% survivor option. The monthly benefit will be actuarially reduced if a Participant elects one of the survivor options.

(i) If a Participant dies after having a vested termination in employment but prior to commencing benefits, the surviving spouse would receive a benefit of 50% based on the Participant's lifetime ESERP benefit as calculated in Article 4.2 based on the Participant's age at the time of death. All other factors would be based on those at the time of the Participant's Normal Retirement Date from the Company. If the Participant does not have a spouse, as defined in the HMPP, upon the death of a Participant, no benefit will be due or payable.

(ii) [RESERVED.]

(b) If a Participant dies while actively employed with the Company, the Participant's spouse, as defined in the HMPP, would receive a benefit from the ESERP. The benefit would be calculated as provided in Article 4.2 and will be reduced in the same form and manner as the HMPP.

5.3 Commencement of payment of SERP Benefits. Payment of any ESERP benefit due will begin on commencement of payment of benefits from the qualified pension plans, except as provided in Article 5.1(b). Notification of retirement to the Employee Benefits Unit for the qualified pension plans will also initiate the process of calculation and payment of the ESERP benefit. A Participant cannot defer the ESERP benefit if he has commenced receiving benefits from the qualified plans. Conversely, if the Participant defers receiving benefits from the qualified plans, he must defer receiving the ESERP benefit except as provided in Article 5.1(b).

ARTICLE VI. - ADMINISTRATION

6.1 Pension Committee. The same membership structure, actions, responsibility and authority shall apply to this Plan as described in the HMPP and the MPPP. The decision of the Pension Committee in matters within its jurisdiction shall be final, binding, and conclusive upon the Company and upon each Eligible Employee, Participant, spouse, and every other person or party interested or concerned.

6.2 Plan Administrator. The Plan Administrator shall have the same duties and authority pursuant to this Plan as are described in the HMPP and the MPPP. All affairs of calculation, payment and administration of the ESERP are conducted by the Plan Administrator. No benefits will be paid under the terms of this Plan without the authorization of the Plan Administrator. The Plan Administrator shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by the Company with respect to the Plan.

6.3 Liability. The Committee and Plan Administrator shall be free from all liability, joint and several, for their acts as members of such Committee except to the extent that they may have committed willful misconduct or otherwise required by federal law.

6.4 Claims Procedure. If a Participant believes he is being denied a benefit to which he is entitled under the Plan, the Participant may file a written request for such benefit with the Committee setting forth his claim. Upon receipt of the claim, the Committee shall advise the Participant that a reply will be forthcoming within ninety (90) days and shall deliver such reply within such period, unless Committee extends the reply period for an additional ninety (90) days for reasonable cause. If the claim is denied in whole or in part, the Committee shall so advise the Participant in writing setting forth: (a) the specific reason or reasons for such denial; (b) the specific reference to pertinent provisions of the Plan on which such denial is based; (c) a description of any additional material or information necessary for the Participant to perfect his claim and an explanation why such material or such information is necessary; and (d) appropriate information as to the steps to be taken if the Participant wishes to submit the claim for review. Any request for review must be submitted in writing by the Participant to the Committee in care of the Committee at its principal place of business within sixty (60) days after the receipt by the Participant of the denial of the Participant's claim. The Participant or his duly authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Committee. If the Participant does not request a review of the Committee's determination within such sixty (60) day period, the Participant shall be barred and estopped from challenging the Committee's determination. Within sixty (60) days after the Committee's receipt of a request for review, it will review its determination. After considering all materials presented by the Participant, the Committee will render a written opinion, written in a manner calculated to be understood by the Participant, setting forth the specific reasons for the decision and containing specific references to the pertinent provisions of the Plan on which the decision is based. If special circumstances require that the sixty (60) day time period be extended, the Committee will so notify the Participant and will render the decision as soon as possible, but no later than one hundred twenty (120) days after receipt of the request for review.

ARTICLE VII. - AMENDMENT AND TERMINATION

7.1 Amendment or Termination. The Company and Pension Committee intend the Plan to be permanent but reserve the right to amend or terminate the Plan when, in the sole opinion of the Pension Committee, such amendment or termination is advisable. Any such amendment or termination shall be made pursuant to a resolution of the Board of Directors of the Company and shall be effective as of the date of such resolution. No amendment or termination of the Plan shall directly or indirectly deprive any Participant or surviving spouse of all or any portion of any ESERP Benefit payment which has commenced prior to the effective date of the resolution amending or terminating the Plan.

7.2 Change of Control. In the event of a Change of Control of HMEC (the parent company of HMSC), certain protection will apply. Any Participant who is employed by HMSC when a Change of Control occurs, who has signed a Severance Agreement and who is discharged for reasons other than cause, during a three year period subsequent to the Change of Control, will receive their benefit from the ESERP in a lump sum payment equal to their accrued benefit under the ESERP, as defined in Article 4.2, at the time of severance. Should this Plan be terminated and not replaced due to a Change of Control of HMEC, all ESERP Participants will receive a lump sum payment of their accrued benefit as of the date of termination of the ESERP. All payments will be made in a reasonable period after the triggering event has occurred.

A Change of Control shall be deemed to have occurred if (i) there shall be consummated (1) any consolidation or merger of HMEC in which HMEC is not the continuing or surviving corporation, or pursuant to which shares of HMEC's common stock would be converted into cash, securities or other property, other than a merger of HMEC in which no Company shareholder's ownership percentage in the surviving corporation immediately after the merger is less than such shareholder's ownership percentage in HMEC immediately prior to such merger by ten percent (10%) or more, or (2) any sale, lease exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all of the assets of HMEC;
(ii) the shareholders of HMEC approve any plan or proposal for the liquidation or dissolution of HMEC which is a part of a sale of assets, merger, or reorganization of HMEC or other similar transaction; (iii) any "person" as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is or becomes, directly or indirectly, the "beneficial owner," as defined in Rule 13d-3 under the Exchange Act, of securities of HMEC that represent 51% or more of the combined voting power of HMEC's then outstanding securities; or (iv) a majority of the members of HMEC's Board of Directors are persons who are then serving on the Board of Directors without having been elected by the Board of Directors or having been nominated by HMEC for election by its shareholders.

7.3 Corporate Successors. The Plan shall not be automatically terminated by a transfer or sale of assets of the Company or by the merger or consolidation of the Company into or with any other corporation or other entity, but the Plan shall be continued after such sale, merger or consolidation only if and to the extent that the transferee, purchaser or

successor entity agrees to continue the Plan. In the event the Plan is not continued by the transferee, purchaser or successor entity, then the Plan shall terminate subject to the provisions of paragraphs 7.1 and 7.2.

ARTICLE VIII. - MISCELLANEOUS

8.1 No Contract of Employment. Nothing contained in this Plan will confer upon any Participant the right to be retained in the service of the Company nor limit the right of the Company to discharge or otherwise deal with Participants without regard to the existence of the Plan.

8.2 Funding. The Plan at all times shall be entirely unfunded and no provision shall at any time be made with respect to segregating any assets of the Company for payment of any benefits hereunder. The ESERP does not have a trust or trust fund arrangement. No Participant, surviving spouse or any other person shall have any interest in any particular assets of the Company by reason of the right to receive a benefit under the Plan and any such Participant, surviving spouse or other person shall have only the rights of a general unsecured creditor of the Company with respect to any rights under the Plan. Nothing contained in the Plan shall constitute a guaranty by the Company or any other entity or person that the assets of the Company will be sufficient to pay any benefit hereunder.

8.3 Nonalienation of Benefits. No benefit payable under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge prior to actual receipt thereof by the payee; and any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge prior to such receipt shall be void; and the Company shall not be liable in any manner for or subject to the debts, contracts, liabilities, engagements or torts of any person entitled to any benefit under the Plan.

8.4 Tax Implications. The ESERP is not a qualified pension plan, but a deferred compensation plan. It is not eligible for a tax free rollover at the time of distribution and may also be subject to taxation on benefit accruals during a Participant's employment. The Company will cause taxes (including, but not limited to, employment taxes or federal or state income taxes) to be withheld from amounts paid hereunder as required by law. A Participant should seek the advice of a tax consultant or financial advisor regarding his personal tax situation.

8.5 Reduction for Overpayment. The Plan Administrator shall, whenever it determines that a person has received benefit payments under this Plan in excess of the amount to which the person is entitled under the terms of the Plan, make two reasonable attempts to collect such overpayment from the person. If the person to whom such overpayment was made does not, within a reasonable time, make the requested repayment to the Plan Administrator, the overpayment shall be considered as an advance payment of benefits and the Plan Administrator will reduce all future benefits payable to that person by the actuarial equivalent value of the overpayment.

8.6   State Law. The Plan is established under and will be construed according
      to the laws of the State of Illinois, to the extent that such laws are not
      preempted by the Employee Retirement Income Security Act and valid
      regulations published thereunder.

8.7   Incapacity of Recipient. In the event a Participant or surviving spouse is
      declared incompetent and a conservator or other person legally charged
      with the care of his person or of his estate is appointed, any benefits
      under the Plan to which such Participant or surviving spouse is entitled
      shall be paid to such conservator or other person legally charged with the
      care of his person or his estate. Except as provided above in this
      paragraph, when the Plan Administrator in its sole discretion, determines
      that a Participant or surviving spouse is unable to manage his financial
      affairs, the Plan Administrator will make distributions to any person for
      the benefit of such Participant or surviving spouse.

8.8   Unclaimed Benefit. Each Participant shall keep the Plan Administrator
      informed of his current address and the current address of his spouse. The
      Plan Administrator shall not be obligated to search for the whereabouts of
      any person. If the location of a Participant is not made known to the Plan
      Administrator within three (3) years after the date on which any payment
      of the Participant's ESERP benefit may be made, payment may be made as
      though the Participant had died at the end of the three-year period. If,
      within one additional year after such three-year period has elapsed, or,
      within three years after the actual death of a Participant, the Plan
      Administrator is unable to locate any surviving spouse of the Participant,
      then the Company shall have no further obligation to pay any benefit
      hereunder to such Participant or surviving spouse or any other person and
      such benefit shall be irrevocably forfeited.

8.9   Invalidity of Certain Provisions. If any provision of this Plan shall be
      held invalid or unenforceable, such invalidity or unenforceability shall
      not affect any other provisions hereof and the Plan shall be construed and
      enforced as if such provisions, to the extent invalid or unenforceable,
      had not been included.

8.10  Limitations on Liability and Indemnification. Notwithstanding any of the
      preceding provisions of the Plan, neither the Company, Plan Administrator,
      nor any individual acting as an employee or agent of the Company or as a
      member of the Pension Committee shall be liable to any Participant, former
      Participant, surviving spouse or any other person for any claim, loss,
      liability or expense incurred in connection with the Plan.

      Further, the Company shall indemnify and hold harmless each member of the
      Board of Directors, each member of the Pension Committee, the Plan
      Administrator, and each officer and employee of the Company to whom are
      delegated duties, responsibilities and authority with respect to the Plan
      against all claims, liabilities, fines and penalties, and all expenses
      reasonably incurred by or imposed upon him (including but not limited to
      reasonable attorney fees) which are not the result of intentional acts
      knowingly in violations of the Plan or the law.

8.11  No Trust Relationship. Nothing contained herein and no actions taken
      pursuant to the Plan shall create or be construed to create a trust of any
      kind or a fiduciary relationship between the

                                      -11-

      Company and any Participant. The Company shall not be considered a trustee
      by reason of any provision of this Plan.

8.12  Gender and Number. Except when the context indicates to the contrary when
      used herein, masculine terms shall be deemed to include the feminine, and
      singular the plural.

8.13  Headings. The headings of articles are included solely for convenience of
      reference, and if there is any conflict between such headings and the text
      of this Plan, the text shall control.

Executed effective as of March 31, 2002.

HORACE MANN SERVICE CORPORATION

By:     /s/ Kathryn E. Karr
   -------------------------------------
        Plan Administrator

Exhibit 10.3

HORACE MANN NONQUALIFIED SUPPLEMENTAL
MONEY PURCHASE PENSION PLAN

HORACE MANN NONQUALIFIED SUPPLEMENTAL
MONEY PURCHASE PENSION PLAN

ARTICLE I.

ARTICLE II.

The following terms shall have the following meanings when used herein:

Vesting Service Completed by              Amount of Employer's
Participant                               Contribution

5 years but less than 15 years            6%
15 years or more                          7%

Notwithstanding the preceding provisions of this section 3.1, if a Participant terminates employment prior to the last day of the Plan Year and (a) the Participant was an Eligible Participant immediately prior to such Participant's termination of employment, and (b) the Participant had 5 or more Years of Vesting Service as of April 1, 2002, then the Committee will credit to the Account of the Participant as of the date of the Participant's termination of employment a percentage of the Participant's Excess Compensation for such Plan Year, if any, determined in accordance with the preceding schedule under this section 3.1.

the Participant's termination of employment, a Participant's Account shall be adjusted to reflect the Investment Return applicable to the Participant's Account for the Plan Year as determined by the Committee. The Investment Return with respect to amounts credited to an Account as of the first day of a Plan Year and as of the last day of a Plan Year shall be credited as an annual return. The Investment Return with respect to amounts credited to a Participant's Account for only a portion of the Plan Year shall be determined based only upon such portion of the Plan Year.

ARTICLE IV.

ARTICLE V.

Participant's Accounts to be made under the provisions of Article III, if any, have been made. All such payments will be made in a reasonable period after the triggering event has occurred.

A Change of Control shall be deemed to have occurred if (a) there shall be consummated (1) any consolidation or merger of HMEC in which HMEC is not the continuing or surviving corporation, or pursuant to which shares of HMEC's common stock would be converted into cash, securities or other property, other than a merger of HMEC in which no HMEC shareholder's ownership percentage in the surviving corporation immediately after the merger is less than such shareholder's ownership percentage in HMEC immediately prior to such merger by ten percent (10%) or more, or (2) any sale, lease exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all of the assets of HMEC; (b) the shareholders of HMEC approve any plan or proposal for the liquidation or dissolution of HMEC which is a part of a sale of assets, merger, or reorganization of HMEC or other similar transaction; (c) any "person" as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is or becomes, directly or indirectly, the "beneficial owner," as defined in Rule 13d-3 under the Exchange Act, of securities of HMEC that represent 51 % or more of the combined voting power of HMEC's then outstanding securities; or (d) a majority of the members of HMEC's Board of Directors are persons who are then serving on the Board of Directors without having been elected by the Board of Directors or having been nominated by HMEC for election by its shareholders.

ARTICLE VI.

Participant or his or her duly authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Committee. If the Participant does not request a review of the Committee's determination within such sixty (60) day period, the Participant shall be barred and estopped from challenging the Committee's determination. Within sixty (60) days after the Committee's receipt of a request for review, it will review its determination. After considering all materials presented by the Participant, the Committee will render a written opinion, written in a manner calculated to be understood by the Participant, setting forth the specific reasons for the decision and containing specific references to the pertinent provisions of the Plan on which the decision is based. If special circumstances require that the sixty (60) day time period be extended, the Committee will so notify the Participant and will render the decision as soon as possible, but no later than one hundred twenty (120) days after receipt of the request for review.

ARTICLE VII.

MISCELLANEOUS

7.1 Amendment or Termination. The Company reserves the right to amend or terminate the Plan when, in the sole opinion of the Company, such amendment or termination is advisable. Any such amendment or termination shall be made pursuant to a resolution of the board of directors of the Company and shall be effective as of the date of such resolution.

7.2 No Contract of Employment. Nothing contained in this Plan will confer upon any Participant the right to be retained in the service of the Company nor limit the right of the Company to discharge or otherwise deal with Participants without regard to the existence of the Plan.

7.3 Unfunded. The Plan at all times shall be entirely unfunded and no provision shall at any time be made with respect to segregating any assets of the Company for payment of any benefits hereunder. The Plan does not have a trust or trust fund arrangement. No Participant or Beneficiary or any other person shall have any interest in any particular assets of the Company by reason of the right to receive a benefit under the Plan and any such Participant or Beneficiary or other person shall have only the rights of a general unsecured creditor of the Company with respect to any rights under the Plan. Nothing contained in the Plan shall constitute a guaranty by the Company or any other entity or person that the assets of the Company will be sufficient to pay any benefit hereunder.

7.4 Nonalienation of Benefits. No benefit payable under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge prior to actual receipt thereof by the payee; and any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge prior to such receipt shall be void; and the Company shall not be liable in any manner for or subject to the debts, contracts, liabilities, engagements or torts of any person entitled to any benefit under the Plan.

7.5 Taxes. The Company will cause taxes (including, but not limited to, employment taxes or federal or state income taxes) to be withheld from amounts paid hereunder as required

by law. A Participant should seek the advice of a tax consultant or financial advisor regarding his or her personal tax situation.

7.6 No Trust Relationship. Nothing contained herein and no actions taken pursuant to the Plan shall create or be construed to create a trust of any kind or a fiduciary relationship between the Company and any Participant. The Company shall not be considered a trustee by reason of any provision of this Plan.

7.7 Corporate Successors. The Plan shall not be automatically terminated by a transfer or sale of assets of the Company or by the merger or consolidation of the Company into or with any other corporation or other entity, but the Plan shall be continued after such sale, merger or consolidation only if and to the extent that the transferee, purchaser or successor entity agrees to continue the Plan. In the event the Plan is not continued by the transferee, purchaser or successor entity, then the Plan shall terminate subject to the provisions of section 5.4.

7.8 Governing Law. The Plan is established under and will be construed according to the laws of the State of Illinois, to the extent that such laws are not preempted by ERISA, and regulations thereunder.

7.9 Invalidity of Certain Provisions. If any provision of this Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof and the Plan shall be construed and enforced as if such provisions, to the extent invalid or unenforceable, had not been included.

7.10 Limitations on Liability and Indemnification. Notwithstanding any of the preceding provisions of the Plan, neither the Company, Plan Administrator, nor any individual acting as an employee or agent of the Company or as a member of the Pension Committee shall be liable to any Participant, former Participant, surviving spouse or any other person for any claim, loss, liability or expense incurred in connection with the Plan. Further, the Company shall indemnify and hold harmless each member of the Committee, the Plan Administrator, and each officer and employee of the Company to whom are delegated duties, responsibilities and authority with respect to the Plan against all claims, liabilities, fines and penalties, and all expenses reasonably incurred by or imposed upon such person (including but not limited to reasonable attorney fees) which are not the result of intentional acts knowingly in violations of the Plan or the law.

7.11 Headings. The headings of articles are included solely for convenience of reference, and if there is any conflict between such headings and the text of this Plan, the text shall control.

Executed effective as of April 1, 2002.

HORACE MANN SERVICE CORPORATION

By:  /s/ Kathryn E. Karr
    --------------------------------

     Plan Administrator
    --------------------------------

Exhibit 10.4

CATASTROPHE EQUITY SECURITIES ISSUANCE OPTION AND
REINSURANCE OPTION AGREEMENT

This Catastrophe Equity Securities Issuance Option and Reinsurance Option Agreement (this "Agreement") is entered into as of May 7, 2002 between Horace Mann Educators Corporation, a Delaware corporation ("HM") and the option writers listed in Exhibit A attached hereto (referred to herein as "Option Writer" and "Reinsurance Option Writer").

RECITALS

WHEREAS, HM is an insurance holding company with certain subsidiaries which insure life and property/casualty risks;

WHEREAS, Reinsurance Option Writer is a reinsurance company in the business of reinsuring certain property/casualty insurance risks;

WHEREAS, HM, Option Writer and Reinsurance Option Writer wish to enter into an agreement under which, during a specified time period, HM will have (i) the option (the "Securities Issuance Option", as defined in Section 1.35) to require Option Writer to purchase shares of HM preferred stock (the "Preferred Shares", as defined in Section 1.26), or (ii) the right (the "Quota Share Reinsurance Right", as defined in Section 1.29) to require Reinsurance Option Writer to participate in a ten percent (10%) quota share reinsurance treaty on the terms set forth in the attached Schedule 1.29, in each case in the event that HM incurs a Qualifying Catastrophic Event (as defined in Section 1.28); and

WHEREAS, HM, Option Writer and Reinsurance Option Writer desire to memorialize their agreement with respect to the Securities Issuance Option and the Quota Share Reinsurance Right on the terms and conditions set forth below;

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, HM and Option Writer agree as follows:

AGREEMENT

1.1 "Agreement Year" means the period beginning at 12:00 A.M. Central Time on the Effective Date and ending at 12:00 A.M. Central Time on the one year anniversary of the Effective Date, and each subsequent one (1) year period, during the Exposure Period.

1.2 "Annual Reports" has the meaning assigned thereto in Section 3.9.

1.3 "Annual Statement" means the annual statement required by statute to be prepared by an insurance company and submitted to the department of insurance in its state of

domicile.

1.4 "Attachment Point" means (i) with respect to a single Event, US$75,000,000 and (ii) with respect to multiple Events, US$210,000,000; provided, however, at the beginning of each Agreement Year, starting on the one year anniversary of the Effective Date, the Attachment Point shall be increased by a dollar amount equal to the result obtained by multiplying (x) the percentage increase, if any, in excess of five percent (5%), in the number of property units insured by the HM Insurance Subsidiaries in the calendar year immediately preceding the relevant Agreement Year, compared to the calendar year second preceding the relevant Agreement Year times (y) the Attachment Point then in effect. The number of property units insured by the HM Insurance Subsidiaries in calendar year 2001 was 283,411.

1.5 "Business Day" means any day other than a Saturday, Sunday or a day on which banking institutions in New York, New York or Zurich, Switzerland are not required to be open.

1.6 "Certificate of Designations" means the Certificate of Designations for the Preferred Shares, substantially in the form attached as Schedule 1.6, to be adopted by the Board of Directors of HM and filed with the Secretary of State of Delaware in accordance with Section 151 of the Delaware General Corporation Law of 1953, as amended.

1.7 "Change of Control" means, with respect to HM, (i) the acquisition of ownership by any Person or "group" within the meaning of Sections 13(d) and 13(g) of the Exchange Act required to file a Schedule 13D under the Exchange Act (other than a Person or "group" owning greater than 20% and less than 50% of the voting power of the capital stock of HM that otherwise meets the requirements of a Person or "group" eligible to file a Schedule 13G in lieu of a Schedule 13D) of greater than 30% of the voting power of the capital stock of HM (whether by sale or other transfer of capital stock, merger, consolidation or other reorganization or means, including a reorganization under bankruptcy or insolvency laws) or (ii) the consummation of a sale, transfer or other disposition of greater than 30% of the assets of HM (determined on a combined and consolidated fair market value basis) in one or a series of related transactions to any Person that is not an affiliate of HM.

1.8 "Effective Date" means May 8, 2002.

1.9 "Event" means a "loss occurrence" as defined in the Property Catastrophe Reinsurance agreements, a copy of which definition is attached as Schedule 1.9; provided, however, that such definition shall not be materially changed or amended without the prior written consent of Option Writer, which consent shall not be unreasonably withheld.

1.10 "Exchange Act" means the Securities Exchange Act of 1934, as amended, and all rules and regulations promulgated thereunder.

1.11 "Exercise Date" means the date of purchase and sale of Preferred Shares pursuant to an exercise of the Securities Issuance Option which date shall be specified in the Notice of Exercise and shall, subject to the proviso set forth below, be the later of forty-five (45)

days following delivery of a Notice of Exercise or ten (10) Business Days following receipt of all necessary insurance regulatory approvals (including without limitation, any Form A approvals required for the issuance and sale of the Preferred Shares), provided that the Exercise Date shall not be later than the one hundred eightieth (180th) day after the date of delivery of the Notice of Exercise, or such later date, if any, resulting from alternative dispute resolution under Section 8, which date shall be ten (10) Business Days after the rendering of a final decision pursuant to Section 8.

1.12 "Exercise Term" means (a) with respect to a single Event, the one
(1) year period commencing upon the occurrence of a Qualifying Catastrophic Event and ending at 12:00 A.M. Central Time on the first anniversary of such occurrence during which HM has the right to exercise the Option, or (b) with respect to multiple Events, the period commencing upon the occurrence of a Qualifying Catastrophic Event and ending at 12:00 A.M. Central Time on the anniversary of the Effective Date next following the end of the Agreement Year during which such Qualifying Catastrophic Event occurs during which HM has the right to exercise the Option.

1.13 "Exposure Period" means the period beginning at 12:00 A.M. Central Time on the Effective Date and ending at 12:00 A.M. Central Time on the three year anniversary of the Effective Date.

1.14 "GAAP" means United States generally accepted accounting principles, consistently applied.

1.15 "HM" means Horace Mann Educators Corporation, a Delaware corporation.

1.16 "HM Common Stock" means the common stock of HM, par value US$0.001 per share.

1.17 "HM Insurance Subsidiaries" means Horace Mann Insurance Company, an insurance company formed under the laws of Illinois; Horace Mann Property & Casualty Insurance Company f/k/a Allegiance Insurance Company, an insurance company formed under the laws of California; Teachers Insurance Company, an insurance company formed under the laws of Illinois; Horace Mann Life Insurance Company, an insurance company formed under the laws of Illinois; Allegiance Life Insurance Company, an insurance company formed under the laws of Illinois; Educators Life Insurance Company of America, an insurance company formed under the laws of Arizona; Horace Mann Lloyds, a Lloyds plan formed under the laws of Texas; and such other insurance company subsidiaries of HM as may be agreed in writing between HM and Option Writer.

1.18 "Notice of Exercise" means the written notice of HM's intent to exercise the Securities Issuance Option as described in Section 2.3.

1.19 "Notice of Objection" means Option Writer's written notice of objection to a Notice of Exercise, as described in Section 2.3.

1.20 "Option" means the right described in Section 2.1.

1.21 "Option Fee" means the amounts to be paid by HM to Option Writer as consideration for the Option, on the dates set forth in Section 2.1, in each case equal to 1.25% of (i) US$75,000,000, less (ii) the Original Value of all Preferred Shares purchased pursuant to exercise of the Securities Issuance Option; provided, however, that if at the time the Option Fee is due, HM's S&P Rating is below A+, the percentage used to calculate the Option Fee shall be adjusted as follows:

HM S&P Rating           Percentage Used to Calculate

      A                              1.3%
      A-                            1.45%
     BBB+                           1.75%
     BBB                            2.25%.

1.22 "Original Value" means the Preferred Share Purchase Price for each Preferred Share, as proportionally adjusted for all stock splits, stock dividends, and any other subdivisions, combinations, reclassifications, or recapitalizations affecting the Preferred Shares.

1.23 "Option Writer" and "Reinsurance Option Writer" shall mean the respective entities listed on Exhibit A.

1.24 "Person" shall mean any individual, partnership, joint venture, corporation, limited liability company, association, joint stock company, trust or unincorporated organization or association, or a government or any department or agency or political subdivision thereof.

1.25 "Preferred Share Purchase Price" means US$1,000 per Preferred Share payable by Option Writer to HM as set forth in Section 2.3.

1.26 "Preferred Shares" means the Series A Cumulative Convertible Preferred Stock of HM described in the Certificate of Designations, par value US$0.001 per share.

1.27 "Property Catastrophe Reinsurance" means the property catastrophe reinsurance maintained by the HM Insurance Subsidiaries as described in Section 5.8.

1.28 "Qualifying Catastrophic Event" means (a) with respect to a single Event, any single Event taking place during an Agreement Year from which HM incurs an Ultimate Loss in an amount greater than the Attachment Point, or
(b) with respect to multiple Events taking place during an Agreement Year, multiple Events from which HM incurs an Ultimate Loss in the aggregate from such Events in an amount greater than the Attachment Point. A single Event that takes place during the Exposure Period but which has not developed into a Qualifying Catastrophic Event prior to the first anniversary of such Event shall not constitute a Qualifying Catastrophic Event for purposes of this Agreement. A single Event that takes place

during the Exposure Period and which develops into a Qualifying Catastrophic Event prior to the first anniversary of such Event, but after expiration of the Exposure Period, shall constitute a Qualifying Catastrophic Event for purposes of this Agreement. Multiple Events that have taken place during any Agreement Year within the Exposure Period but which have not developed into a Qualifying Catastrophic Event prior to the end of six (6) months after the end of such Agreement Year shall not constitute a Qualifying Catastrophic Event for purposes of this Agreement. Multiple Events that have taken place during any Agreement Year within the Exposure Period and which develop into a Qualifying Catastrophic Event prior to the end of six (6) months after the end of such Agreement Year shall constitute a Qualifying Catastrophic Event for purposes of this Agreement.

1.29 "Quota Share Reinsurance Right" means HM's right, but not obligation, to bind Reinsurance Option Writer to participate in a ten percent (10%) quota share reinsurance treaty (the "Treaty") on the terms set forth in the attached Schedule 1.29.

1.30 "Registration Rights Agreement" means the Registration Rights Agreement between HM and Option Writer in the form attached hereto as Schedule 1.30.

1.31 "S&P Rating" means the financial strength rating (or, with respect to Option Writer, the counterparty rating), as published from time to time, by the Standard & Poor's Division of The McGraw-Hill Companies or any successor.

1.32 "SAP" means statutory accounting principles, consistently applied.

1.33 "SEC" means the United States Securities and Exchange Commission.

1.34 "Securities Act" means the Securities Act of 1933, as amended, and all rules and regulations promulgated thereunder.

1.35 "Securities Issuance Option" means HM's option to obligate Option Writer to purchase Preferred Shares with an Original Value of up to US$75,000,000, subject to the terms and conditions set forth in this Agreement.

1.36 "Transaction Agreements" means this Agreement, its schedules and exhibits, the Registration Rights Agreement, the Treaty and the Certificate of Designations.

1.37 "Ultimate Loss" means the actual direct losses (including the paid loss, all reserves for unpaid losses, and coinsurance paid by the HM Insurance Subsidiaries) incurred by the HM Insurance Subsidiaries from an Event or multiple Events during the applicable Agreement Year, without accounting for the Property Catastrophe Reinsurance in place at the time such Event or Events took place, but after accounting for all other reinsurance. A loss shall not be included in the calculation of Ultimate Loss for more than one Qualifying Catastrophic Event.

a. The first exercise of the Securities Issuance Option must be made with respect to a number of Preferred Shares having a minimum aggregate Original Value of US$25,000,000, and may only be made in integral multiples of US$1,000,000 above such minimum amount; provided, however, HM shall be entitled to exercise the Securities Issuance Option in an amount in excess of US$37,500,000 only if gross losses resulting from a single Event are greater than US$105,000,000.

b. The second or any subsequent exercise of the Securities Issuance Option must be made with respect to a number of Preferred Shares having a minimum aggregate Original Value of US$5,000,000, and may only be made in integral multiples of US$1,000,000 above such minimum amount.

c. In no event shall the Preferred Shares issued pursuant to all exercises of the Securities Issuance Option have an aggregate Original Value in excess of US$75,000,000.

d. In no event shall HM exercise the Securities Issuance Option more than one time (i) per Qualifying Catastrophic Event resulting from any single Event, (ii) per Qualifying Catastrophic Event resulting from multiple Events occurring during any one (1) Agreement Year or (iii) with respect to any one Agreement Year (regardless of the number of Qualifying Catastrophic Events occurring during such Agreement Year).

incurred but not yet then reported, including assumptions underlying the calculation of item (iii). Option Writer shall have until the end of the forty-five (45) day period following delivery of the Notice of Exercise in accordance with Section 10.2 to investigate whether the conditions to exercise of the Securities Issuance Option have been satisfied and shall, by the end of such 45 day period, either issue a Notice of Objection (hereinafter defined) or state its intent not to issue a Notice of Objection based on its investigation theretofore conducted; provided, however, that if the Exercise Date is extended for more than an additional forty-five (45) days (beyond the initial forty-five
(45) day notice period) for any reason, Option Writer shall have a period of ten
(10) business days to update its investigation, which ten (10) business day period shall commence on the date that is the later of (a) the date that HM certifies to Option Writer that all conditions to exercise of the Securities Issuance Option set forth in Article 5 hereof shall have been satisfied or (b) the 45th day immediately preceding the actual Exercise Date. In connection with such investigation, HM shall provide Option Writer, or its designated agent, reasonable access to its loss records relating to the Qualifying Catastrophic Event in question (including, without limitation, policy files, claim files and loss and loss reserve files or information), during normal business hours, in order to allow Option Writer to undertake such investigation. In the event that Option Writer determines that the conditions to exercise of the Securities Issuance Option set forth in Article 5 have been satisfied, or such is determined pursuant to Article 8, Option Writer shall deliver, on the Exercise Date (or the next following Business Day if the Exercise Date is not a Business Day), by wire transfer of immediately available funds, in U.S. dollars, the aggregate Preferred Share Purchase Price specified in the Notice of Exercise, against the delivery by HM of the corresponding number of Preferred Shares. In the event that Option Writer determines that the conditions for exercise of the Securities Issuance Option have not been met, Option Writer shall deliver a written notice of objection to exercise of the Securities Issuance Option (the "Notice of Objection") to HM within such forty-five (45) day period or the ten
(10) business day update period described above, as applicable. Such Notice of Objection shall specify in reasonable detail the reason(s) for Option Writer's objection to the exercise of the Securities Issuance Option. If, within twenty
(20) days following delivery of the Notice of Objection to HM, HM and Option Writer cannot reach an agreement regarding the exercise of the Securities Issuance Option, their dispute shall be submitted to dispute resolution in accordance with Article 8 below. If Option Writer has not delivered a Notice of Objection to HM or a Notice of Objection has been resolved in HM's favor, Option Writer and HM shall cooperate and shall use their commercially reasonable efforts to cause the conditions listed in Section 5.5 which involve obligations of Option Writer or HM, as applicable, to be satisfied as soon as reasonably practicable, including without limitation making any Form A filings required under applicable state insurance laws, rules and regulations.

Section 2.3. If Reinsurance Option Writer has not objected to such an exercise or such an objection has been resolved in HM's favor, Reinsurance Option Writer and HM shall cooperate and shall use their commercially reasonable efforts to cause the conditions listed in Section 5.5 which involve obligations of Reinsurance Option Writer or HM, as applicable, to be satisfied as soon as reasonably practicable. Any election by HM to exercise the Quota Share Reinsurance Right shall terminate the obligation of Reinsurance Option Writer to purchase Preferred Shares pursuant to this Agreement.

affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application).

hereof, it has access to adequate information regarding the business and finances of HM, and has received, read and understood the contents of the Annual Statements and the Annual Reports and Notice of Meeting and Proxy Statements for HM and the HM Insurance Subsidiaries as of and for each of the years ended December 31, 1999, 2000 and 2001, (e) it has such knowledge and experience in business and financial matters that it has been able to fully understand and completely evaluate the risks and merits of holding the Preferred Shares and such HM Common Stock as provided in this Agreement and (f) it is able to bear the economic risk and limitation in liquidity of an investment in the Preferred Shares and such HM Common Stock.

Scott-Rodino Antitrust Improvements Act of 1976, as amended); provided that, if any insurance regulator shall for any reason decline to approve the conversion of the Preferred Shares and/or the issuance of HM Common Stock pursuant to such conversion, but shall approve the authorization and issuance of the Preferred Shares then such approval of the conversion of the Preferred Shares and/or the issuance of HM Common Stock pursuant to such conversion, as applicable, shall not be a condition to exercise of the Securities Issuance Option, provided further, however, that HM has reasonably cooperated with Option Writer to obtain such approvals.

contemplated or permitted by this Agreement, and HM shall not be in breach of any of the covenants of HM made in Article 6 of this Agreement; and Option Writer shall have received a certificate to that effect, in the form attached as Schedule 5.10, dated the Exercise Date and executed on behalf of HM by a duly authorized officer.

a. Option Writer shall be able to sell or transfer Preferred Shares to its affiliates and affiliated investment funds; provided, however, that any such sale or transfer shall not subject HM to any material cost or expense, and provided further, that if such affiliate is foreign, there would be no material adverse effect on HM due to the fact that such affiliate is a foreign entity. Other than as so provided, the Preferred Shares will be freely transferable subject only to restrictions imposed by Federal and state securities laws.

b. Prior to the registration of the Preferred Shares, pursuant to the Registration Rights Agreement or otherwise, the certificates evidencing the Preferred Shares shall bear a legend which evidences restrictions upon transferability of the Preferred Shares. The legend shall read as follows:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933,

AS AMENDED, OR UNDER ANY STATE OR FOREIGN SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM REGISTRATION THEREUNDER OR A WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO HORACE MANN EDUCATORS CORPORATION TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SET FORTH IN A CATASTROPHE EQUITY SECURITIES ISSUANCE OPTION AND REINSURANCE OPTION AGREEMENT BETWEEN HORACE MANN EDUCATORS CORPORATION AND THE OPTION WRITER NAMED THEREIN DATED AS OF MAY 7, 2002, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT HORACE MANN EDUCATORS CORPORATION'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.

The first sentence of the legend (and the eighth and eleventh words of the second sentence) shall be removed from any certificate representing Preferred Shares (i) sold under an effective registration statement under the Securities Act or (ii) as to which, in an opinion of counsel reasonably satisfactory to HM (which opinion shall be paid for solely by the holder of such Preferred Shares), such registration is not necessary or required, and that the transfer will not otherwise violate the Securities Act, the Exchange Act or applicable state or foreign securities laws; and any stop transfer instructions previously given to HM's transfer agent shall be revoked as to such Preferred Shares upon the occurrence of (i) or (ii) above.

c. The shares of HM Common Stock into which the Preferred Shares may be convertible shall not be subject to any restrictions on sale or transfer by Option Writer pursuant to this Agreement.

d. Prior to the registration of any shares of HM Common Stock into which the Preferred Shares are converted, pursuant to the Registration Rights Agreement or otherwise, the certificates representing such shares of HM Common Stock shall bear a legend which evidences restrictions upon transferability of such shares of HM Common Stock. Such legend shall read as follows:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE OR FOREIGN SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM REGISTRATION THEREUNDER OR A WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO HORACE MANN EDUCATORS

CORPORATION IS OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION
IS REQUIRED.

The legend shall be removed from any certificate representing either (i) shares of HM Common Stock sold under an effective registration statement under the Securities Act or (ii) shares of HM Common Stock as to which, in an opinion of counsel reasonably satisfactory to HM (which opinion shall be paid for solely by the holder of such shares of HM Common Stock), such registration is not necessary or required, and that the transfer will not otherwise violate the Securities Act, the Exchange Act or applicable state or foreign securities laws; and stop transfer instructions previously given to HM's transfer agent shall be revoked as to such shares of HM Common Stock upon the occurrence of (i) or (ii) above.

contrary, either Option Writer or HM may make any disclosure required to be made by it under applicable law (including federal securities law) if it determines in good faith that it is necessary to do so, and gives prior notice to the other party and discusses such disclosure with such other party. In addition, either Option Writer or HM may make any disclosure to which the other party gives its prior written consent.

(a) In the event of a dispute regarding the satisfaction of any of the conditions set forth in Sections 5.1, 5.2, 5.3, 5.4 and 5.6 of this Agreement, such dispute shall be referred to a mutually acceptable public accounting firm except for any such accounting firm which serves as a then current accountant or outside auditor for either HM or Option Writer (the "Accountant"). Either party may submit a dispute to the Accountant by making a written submission to the Accountant and the other party, which written submission shall include the submitting party's documentation of such dispute and the submitting party's position on the issue(s). The other party shall then have ten (10) Business Days to submit to the Accountant and the first party its documentation of the dispute and its position on the issue(s); provided, however, that if such other party fails to make a timely and complete submission to the Accountant, such other party shall be deemed to have conceded the dispute. Upon receipt of submissions from both parties with respect to a given dispute, the Accountant shall then have ten (10) Business Days in which to resolve the dispute by selecting one party's position or the other's. The decision of the Accountant in the event of alternative dispute resolution under this

Article 8 shall be final and binding upon the parties, and each party shall bear its own costs plus one-half (1/2) of the costs of the Accountant.

(b) In the event of a dispute regarding the satisfaction of any of the conditions set forth in Article 5 of this Agreement other than in Sections 5.1, 5.2, 5.3, 5.4 and 5.6, such dispute shall be referred to a panel of three arbitrators. The place of arbitration shall be New York, New York. Notice requesting arbitration must be in writing in accordance with Section 10.2 of this Agreement.

(c) One arbitrator shall be chosen by each party within twenty (20) Business Days of delivery of a written notice of request for arbitration by a party. The two arbitrators shall, before instituting the hearing, choose a third arbitrator who shall preside at the hearing. If either party fails to appoint its arbitrator within twenty (20) Business Days of the notice of request for arbitration, the other party, after ten (10) Business Days notice of its intention to do so, may appoint the second arbitrator. If the two arbitrators are unable to agree upon the third arbitrator within fifteen (15) Business Days of their appointment, the two arbitrators shall request the American Arbitration Association to appoint the third arbitrator with the qualifications identified herein.

(d) All arbitrators shall be impartial, and unless the parties otherwise agree, all arbitrators shall be attorneys with at least fifteen (15) years of corporate law experience.

(e) The procedure to be followed in the arbitration hereunder shall be as prescribed herein and in such directives as shall be issued by the arbitrators.

(f) Either party may submit a dispute to the arbitration panel by making a written submission to the panel and the other party, which written submission shall include the submitting party's documentation of such dispute, and the submitting party's position on the issue(s). The other party shall then have ten (10) Business Days to submit to the panel and the other party its documentation of the dispute and its position on the issue(s); provided, however, that if such party fails to make a timely and complete submission to the panel, such other party shall be deemed to have conceded the dispute.

(g) Upon receipt of submissions from both parties with respect to a given dispute, the panel shall then have ten (10) Business Days in which to resolve the dispute by determining whether the condition has been satisfied. The decision of any two arbitrators when rendered in writing shall be final and binding. The arbitration award shall be based on and accompanied by a written opinion containing findings of fact and conclusions of law. Each party shall bear its own expenses and the expense of its own arbitrator and shall jointly and equally bear with the other party the cost of the third arbitrator.

(including reasonable attorney's fees and disbursements) in respect of the assertions of any broker, finder, agent or other person seeking compensation with respect to the transactions contemplated herein on the basis of alleged representation of HM or alleged arrangements undertaken by HM or for other expenses incurred in connection with such transactions.

(i) if to HM to:

Horace Mann Educators Corporation Mail No. G 016
One Horace Mann Plaza
Springfield, Illinois 62715-0001 Attention: George Zock
Fax No.: (217) 788-5798

with a copy to:

Gibson, Dunn & Crutcher LLP
200 Park Avenue

New York, NY 10166-0193
Attention: Conor Reilly
Fax No.: (212) 351-5247

and a copy to:

Aon Securities Corporation
200 E. Randolph Street
Chicago, Illinois 60601
Attention: Bryon Ehrhart
Fax No.: (312) 381-0162

(ii) if to Option Writer or Reinsurance Option Writer to the "Contact Information" set forth in Exhibit A,

with a copy to:

Sidley Austin Brown & Wood LLP 875 Third Avenue
New York, NY 10022
Attention: Robert J. Donatucci Fax No.: (212) 906-2130

IN WITNESS WHEREOF, the parties to this Agreement have caused it to be duly executed as of the date first written above.

Horace Mann Educators Corporation

By: /s/ George J. Zock
    ----------------------------
Title:  Executive Vice President

Swiss Re Financial Products Corporation (Option Writer)

By: /s/ Danyal Ozizmir
    ----------------------------
Title:  Senior Managing Director

Swiss Reinsurance America Corporation (Reinsurance Option Writer)

By: /s/ Alan B. Binder
    ----------------------------
Title:  Director, Non-Traditional Underwriting

Swiss Re Financial Products Corporation, a Delaware corporation

The contact information is:

Swiss Re Financial Products Corporation
55 East 52nd Street
New York, New York 10055
Attention: General Counsel
Telephone No.: 212-317-5400
Fax No.: 212-317-5450

With a copy to:

Swiss Re Financial Products Corporation
55 East 52nd Street
New York, New York 10055
Attention: Treasurer
Telephone No.: 212-317-5400
Fax No.: 212-317-5450

Swiss Reinsurance America Corporation, a New York corporation

The contact information is:

Swiss Reinsurance America Corporation
c/o Swiss Re Financial Products Corporation 55 East 52nd Street
New York, New York 10055
Attention: General Counsel
Telephone No.: 212-317-5400
Fax No.: 212-317-5450

With a copy to:

Swiss Reinsurance America Corporation
c/o Swiss Re Financial Products Corporation 55 East 52nd Street
New York, New York 10055
Attention: Treasurer
Telephone No.: 212-317-5400
Fax No.: 212-317-5450

SCHEDULE 1.6

HORACE MANN EDUCATORS CORPORATION

CERTIFICATE OF DESIGNATIONS

Pursuant to Section 151 of the General Corporation Law of the State of Delaware

SERIES A CUMULATIVE CONVERTIBLE
PREFERRED STOCK

RESOLVED, that, pursuant to the authority vested in the Board of Directors of Horace Mann Educators Corporation (the "Corporation") in accordance with the provisions of its Certificate of Incorporation, a series of Preferred Stock of the Corporation be, and hereby is, created and that the designation and amount thereof and the voting powers, preferences and relative, participating, optional or other special rights of the shares of such series, and the qualifications, limitations or restrictions thereon, are as follows:

Unpaid Dividend Yield, to the extent not paid, on the Preferred Dividend Payment Date for the quarter in which they accrued. Dividend payments under this paragraph (a) shall accrue whether or not the Corporation shall have earnings, whether or not there shall be funds legally available for the payment of such dividends and whether or not such dividends are declared.

(b) So long as any Series A Preferred Shares shall remain outstanding, no dividend (other than a dividend payable in shares of Common Stock or rights to obtain Common Stock or any class of capital stock of the Corporation which is junior to the Series A Preferred Shares as to dividends and upon liquidation) shall be declared, nor shall the Corporation make any other distribution or payment or set aside anything of value for distribution or payment on, or redeem, repurchase or otherwise acquire any shares of, the Common Stock of the Corporation or any other class of stock or series thereof ranking junior to the Series A Preferred Shares in the payment of dividends or upon liquidation (other than a redemption or purchase of shares of Common Stock of the Corporation made for purposes of an employee incentive or benefit plan of the Corporation or any of its subsidiaries) unless the full amount of Unpaid Dividend Yield, if any, accumulated on all outstanding Series A Preferred Shares through all past Preferred Dividend Payment Dates shall have been paid and not refunded. No dividend shall be declared on any share or shares on any class of stock of the Corporation or series thereof ranking on a parity with the Series A Preferred Shares in respect of payment of dividends or upon liquidation for any prior dividend payment period of said parity stock unless there shall have been declared on all shares then outstanding of the Series A Preferred Shares like proportional dividends determined ratably in proportion to the respective Unpaid Dividend Yield accumulated to date for all previous quarterly dividend periods on all outstanding Series A Preferred Shares and the dividends accumulated on all outstanding shares of said parity stock.

Redemption Date; (2) the total number of Series A Preferred Shares to be redeemed and, if fewer than all Series A Preferred Shares are to be redeemed, the number of such shares held by such holder to be redeemed; (3) the Redemption Price; (4) the place or places where certificates for such shares are to be surrendered for redemption; and (5) that dividends on the Series A Preferred Shares to be redeemed will cease to accrue on the Proposed Redemption Date.

Each holder of Series A Preferred Shares called for redemption shall surrender the certificates evidencing such shares to the Corporation at the place designated in such notice and shall thereupon be entitled to receive the cash payable upon such redemption. In case less than all of the shares represented by any such surrendered certificate are redeemed, a new certificate shall be issued promptly at the expense of the Corporation representing the balance of the shares. If proper notice of redemption shall have been duly provided to holders of the Series A Preferred Shares in accordance with this paragraph (b), and payment therefor has been made or duly provided for, then, notwithstanding that the certificates evidencing any of such shares so called for redemption shall not have been surrendered, as of the close of business on the Redemption Date the shares represented thereby shall be deemed no longer outstanding, dividends with respect to such Series A Preferred Shares shall cease to accrue and all rights of the holder with respect to such Series A Preferred Shares shall forthwith cease and terminate, except for the right of the holders to receive the cash payable upon such redemption, without interest, upon surrender of the certificates therefor.

Notwithstanding anything to the contrary in this paragraph (a), the holder of Series A Preferred Shares may provide notice of its intention to convert any or all of such shares prior to the fourth anniversary of the Issuance Date of such Series A Preferred Shares, so long as the Proposed Conversion Date specified in such notice is a date after the date of such fourth anniversary.

Notwithstanding the preceding paragraph, for any conversion pursuant to paragraph (b) of Section 4, the holder of Series A Preferred Shares may properly convert such shares into shares of Common Stock upon providing notice to the Corporation, not less than five (5) Business Days prior to the Proposed Conversion Date, in the manner set forth in the preceding paragraph. Such notice shall contain the information described above for conversion

pursuant to paragraph (d) of this Section 4, as well as a statement setting forth the facts and circumstances under which the holder believes a Special Conversion Event has occurred.

issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock.

(A) If any capital reorganization or reclassification of the capital stock of the Corporation, or any consolidation or merger of the Corporation with another corporation, or the sale of all or substantially all of its assets to another corporation, or any other transaction, shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger, sale or other transactions, lawful and adequate provisions (in form authorized and approved by the Board of Directors of the Corporation) shall be made whereby each holder of any Series A Preferred Shares shall thereafter have the right to receive, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock of the Corporation immediately theretofore receivable upon the conversion of such Series A Preferred Shares, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of Common Stock immediately theretofore so receivable had such reorganization, reclassification, consolidation, merger, sale or other transactions, not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of such holder to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Conversion Rate) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of such conversion rights. If applicable, the Corporation shall reserve as provided by paragraph (k) of this Section 4 such shares of common stock, other capital stock or other securities of the Corporation as may be issuable upon conversion of Series A Preferred Shares as provided by this
Section 4 and shall comply with the other requirements of paragraph (k) of this
Section 4 in respect of such shares or other securities so as to permit their issuance to holders of Series A Preferred Shares upon conversion thereof.

The Corporation shall not effect any such consolidation or merger, or any sale of all or substantially all of its assets or properties, unless (i) prior to the consummation thereof the successor corporation (if other than the Corporation) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument (in form authorized and approved by the Board of Directors), executed and mailed or delivered to each holder of shares of Series A Preferred Stock at the last address of such holder appearing on the books of the Corporation, the obligation to deliver to such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to receive or (ii) the Series A Preferred Stock shall have been redeemed by the Corporation pursuant to paragraph (a) or (e) of Section 3 hereof.

(B) In any case in which (i) this Section 4 shall require that an adjustment as a result of any event become effective after the opening of business on a

specified business day following a record date, and (ii) the date fixed for conversion pursuant to paragraph (d) of this Section 4 occurs after such record date but before the occurrence of the event on such date, then the Corporation may elect to defer until after the occurrence of such event (1) issuing to the holder of any Series A Preferred Shares surrendered for conversion certificates representing the shares or securities issuable upon such conversion, and (2) paying to such holder any amount in cash in lieu of a fractional share of Common Stock in accordance with paragraph (j) of this Section 4, provided, however, that such deferral is not for an unreasonable period of time.

(a) In the event of any Liquidation, after payment or provision for payment has been made of the debts and other liabilities of the Corporation, the holders of Series A

Preferred Shares shall be entitled to receive, out of the net assets of the Corporation, for each share its Original Value plus an amount equal to the sum of Unpaid Dividend Yield (whether or not declared) accrued and unpaid thereon for all previous periods and the current period, whether or not accumulated, and no more. After such amount is paid in full, no further distributions or payments shall be made in respect of Series A Preferred Shares, such Series A Preferred Shares shall no longer be deemed to be outstanding or be entitled to any other powers, preferences, rights or privileges, including voting rights, and such Series A Preferred Shares shall be surrendered for cancellation to the Corporation.

(b) The full amount payable to the holders of Series A Preferred Shares shall be paid before any distribution shall be made to the holders of any class of common stock of the Corporation or any other class of stock or series thereof ranking junior to the Series A Preferred Shares with respect to the distribution of assets upon a Liquidation. No payment on account of any Liquidation shall be made to the holders of any class or series of stock ranking on a parity with the Series A Preferred Shares in respect of the distribution of assets upon Liquidation unless there shall likewise be paid at the same time to the holders of the Series A Preferred Shares like proportionate amounts determined ratably in proportion to the full amounts to which the holders of all outstanding Series A Preferred Shares and the holders of all outstanding shares of such parity stock are respectively entitled with respect to such distribution.

(c) If the assets distributed to the holders of Series A Preferred Shares upon any Liquidation shall be insufficient to permit the payment to such holders of the full amount to which they are entitled in such circumstances, then such assets or the proceeds thereof shall be distributed among such holders ratably in proportion to the sums which would be payable to such holders if all sums were paid in full.

(d) Once any payment required upon any Liquidation is made to any holder of Series A Preferred Shares, there shall not be any conversion rights in respect of such shares pursuant to Section 4 hereof unless the full amount of all such distributions and payment made in respect of such shares being converted is remitted to the Corporation prior to or concurrently with the conversion of such shares.

(e) Neither the merger nor consolidation of the Corporation into or with any other corporation, nor the merger or consolidation of any other corporation into or with the Corporation, nor a sale, transfer or lease of all or any part of the assets of the Corporation, shall be deemed to be a Liquidation for purposes of this Section 5.

(f) Written notice of any Liquidation, stating the payment date or dates when and the place or places where the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than thirty (30) days prior to any payment date stated therein, to the holders of record of the Series A Preferred Shares at their respective addresses as the same shall appear on the books of the Corporation or any transfer agent for the Series A Preferred Shares.

(a) Except as otherwise provided by paragraph (b) of this Section 6 or required by law, the holders of Series A Preferred Shares shall not be entitled to vote on any matter on which the holders of any voting securities of the Corporation shall be entitled to vote.

(b) So long as any Series A Preferred Shares remain outstanding, the Corporation shall not without first obtaining the approval (by vote or written consent, as provided by applicable law) of the holders of more than sixty-six and two-thirds percent (66 2/3%) of the then outstanding Series A Preferred Shares, voting together as a single class:

(A) alter or change the rights, preferences or privileges of the Series A Preferred Shares so as to affect adversely such Series A Preferred Shares;

(B) sell, convey or otherwise dispose of or encumber all or substantially all of its property or business or merge into or consolidate with any other corporation (other than a corporation owned by or under common ownership with the Corporation), provided, however, that the holders of Series A Preferred Shares shall have no voting rights under this subparagraph (B) of paragraph (b) of this Section 6 with respect to an event or occurrence which constitutes a Special Redemption Event;

(C) increase the authorized number of Series A Preferred Shares; or

(D) create any new class or series of stock, or any other securities convertible into equity securities of the Corporation having rights or preferences over, or on a parity with, the Series A Preferred Shares.

(c) For purposes of any vote of the holders of Series A Preferred Shares pursuant to the foregoing provisions of this Section 6, each Series A Preferred Share shall have one (1) vote per share.

Days, all adjustments shall be made as are necessary to reflect any subdivision, reclassification, recapitalization or combination of, or dividend paid or distribution made on, shares of Common Stock during such period of Trading Days.

notice to redeem has not been revoked prior to such date in accordance with paragraph (b) of Section 3. Notwithstanding the foregoing, in the event that the holders of more than sixty-six and two-thirds percent (66 2/3%) of the outstanding Series A Preferred Shares hold registration rights with respect to Common Stock into which such Series A Preferred Shares can be converted, and such holders have delivered to the Corporation, concurrently with any notice of conversion under paragraph (d) of Section 4, a notice requesting registration of such Common Stock upon conversion in an underwritten securities offering, then the Conversion Date shall be delayed so that it occurs (i) on or after the effective date of such registration and (ii) immediately prior to the purchase of such Common Stock by the underwriter(s) undertaking such offering.

such rate is not available from the USD-LIBOR-Reference Banks, if determined for a Preferred Dividend Payment Date, the rate per annum for deposits in U.S. Dollars having a term of three months equal to LIBOR in effect for the previous Issuance Date or Preferred Dividend Payment Date, as the case may be, or, if determined for the Issuance Date, the most recent such rate available from the USD-LIBOR Reference Banks. For purposes of calculating the Preferred Dividend Yield Rate for any particular Series A Preferred Shares, LIBOR shall be such rate as reported on the applicable Issuance Date; provided, such rate shall be adjusted up or down, effective on the first day of each subsequent calendar quarter (i.e., January 1, April 1, July 1 and October 1), to reflect the current published rate on the last Trading Day of the prior calendar quarter, until such time that no Series A Preferred Shares remain outstanding.

S&P Rating                 Additional Percentage Amount
----------                 ----------------------------
AA                         0.50%
AA-                        0.75%
A+                         1.00%
A                          1.25%
A-                         1.50%

                                       13

BBB+                       2.00%
BBB                        2.50%
BBB-                       3.00%
BB+                        4.00%
BB                         5.50%
BB-                        6.50%
Less than BB- or unrated   8.50%

Upon the occurrence of a Special Conversion Event, the Preferred Dividend Yield Rate shall be adjusted effective as of the Preferred Dividend Payment Date next succeeding the date of such Special Conversion Event based on the S&P Rating as adjusted pursuant to such Special Conversion Event.

With respect to any Series A Preferred Shares that have been issued and outstanding for four (4) years or more, the additional percentage amounts listed in the right hand column of the above table shall be modified on each anniversary of the Issuance Date for such Series A Preferred Shares, beginning on the fourth (4th) anniversary of such Issuance Date, by adding to such percentage amount an amount equal to: 12.5 basis points times the number of such anniversaries of the Issuance Date that have passed after the third (3rd) anniversary (i.e., the fourth (4th) anniversary shall be counted as the first
(1st) anniversary that has so passed, the fifth (5th) anniversary shall be counted as the second (2nd) anniversary that has so passed, etc.) for all rating classes from AA through A-; and 50 basis points times the number of such anniversaries of the Issuance Date that have passed after the third (3rd) anniversary (i.e., the fourth (4th) anniversary shall be counted as the first
(1st) anniversary that has so passed, the fifth (5th) anniversary shall be counted as the second (2nd) anniversary that has so passed, etc.) for rating classes BBB+ or lower.

(a) Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed to have been given (a) on the date of delivery if delivered personally or sent by facsimile transmission (which transmission shall be confirmed by telephone), (b) on the next Business Day if sent by overnight delivery service or (c) fifteen (15)

days after mailing if sent by certified, registered or express mail, postage prepaid, if properly addressed or directed to such party at the appropriate address or facsimile number set forth below, or such address or facsimile number as such party may designate by written notice to the other parties:

(i) if to the Corporation to:

Horace Mann Educators Corporation Mail No. G 016
One Horace Mann Plaza
Springfield, Illinois 62715-0001 Attention: George Zock
Executive Vice President

with a copy to:

Gibson, Dunn & Crutcher LLP 200 Park Avenue
New York, NY 10166-0193
Attention: Conor Reilly

(ii) if to a holder of the Series A Preferred Shares: to such holder at the address for such holder as listed in the stock record books of the Corporation (which may include the records of any transfer agent for the Series A Preferred Shares if appropriate).

(b) In the event a holder of Series A Preferred Shares shall not by written notice designate the name to whom payment upon redemption of Series A Preferred Shares should be made or the address to which the certificate or certificates representing such shares, or such payment, should be sent, the Corporation shall be entitled to register such shares, and make such payment, in the name of the holder of such Series A Preferred Shares as shown on the records of the Corporation and to send the certificate or certificates representing such shares, or such payment, to the address of such holder shown on the records of the Corporation.

(c) All payments in the form of dividends and distributions and distributions upon any Liquidation or otherwise made upon the Series A Preferred Shares and any other shares of stock ranking on a parity with the Series A Preferred Shares with respect to such dividend or distribution shall be made pro rata, so that amounts paid per share on the Series A Preferred Shares and such other shares of stock shall in all cases bear to each other the same ratio that the required dividends, distributions or payments, as the case may be, payable per share on the Series A Preferred Shares and such other shares of stock bear to each other.

(d) The Corporation may appoint, and from time to time discharge and change, a transfer agent for the Series A Preferred Shares.

SCHEDULE 1.9

"Loss occurrence" will mean the sum of all individual losses directly occasioned by any one disaster, accident, or loss or series of disasters, accidents, or losses arising out of one event, which occurs within the area of one state of the United States or province of Canada and states or provinces contiguous thereto and to one another. The duration and extent of any one "loss occurrence" will be limited to all individual losses sustained by the Company occurring during any period of 168 consecutive hours arising out of and directly occasioned by the same event except that the term "loss occurrence" will be further defined as follows:

A. As regards windstorm, hail, tornado, hurricane, and cyclone, including ensuing collapse and water damage, all individual losses sustained by the Company occurring during any period of 72 consecutive hours arising out of and directly occasioned by the same event. The event need not be limited to one state or province or states or provinces contiguous thereto.

B. As regards riot, riot attending a strike, civil commotion, vandalism, and malicious mischief, all individual losses sustained by the Company occurring during any period of 72 consecutive hours within the area of one municipality or county and the municipalities or counties contiguous thereto arising out of and directly occasioned by the same event. The maximum duration of 72 consecutive hours may be extended in respect of individual losses that occur beyond such 72 consecutive hours during the continued occupation of an insured's premises by strikers, provided such occupation commenced during the aforesaid period.

C. As regards earthquake (the epicenter of which need not necessarily be within the territorial confines referred to in the opening paragraph of this Article) and fire following directly occasioned by the earthquake, only those individual fire losses that commence during the period of 168 consecutive hours may be included in the Company's "loss occurrence."

D. As regards "freeze," only individual losses directly occasioned by collapse, breakage of glass, and water damage (caused by bursting of frozen pipes and tanks) may be included in the Company's "loss occurrence."

For all "loss occurrences" other than those referred to in B. above, the Company may choose the date and time when any such period of consecutive hours commences provided that it is not earlier than the date and time of the occurrence of the first recorded individual loss sustained by the Company arising out of that disaster, accident, or loss and provided that only one such period of 168 consecutive hours will apply with respect to one event, except for those "loss occurrences" referred to in A. above where only one such period of 72 consecutive hours will apply with respect to one event.

As respects those "loss occurrences" referred to in B. above, if the disaster, accident, or loss occasioned by the event is of greater duration than 72 consecutive hours, then the Company may divide that disaster, accident, or loss into two or more "loss occurrences" provided no two periods overlap and no individual loss is included in more than one such period and provided that no period commences earlier than the date and time of the occurrence of the first recorded individual loss sustained by the Company arising out of that disaster, accident, or loss.

No individual losses occasioned by an event that would be covered by 72 hours provisions may be included in any "loss occurrence" claimed under the 168 hours provisions.

Losses directly or indirectly occasioned by:

(i) loss of, alteration of, or damage to

(ii) a reduction in the functionality, availability or operation of

a computer system, hardware, programme, software, data, information repository, microchip, integrated circuit or similar device in computer equipment or non-computer equipment, whether the property of the policyholder of the Company or not, do not in and of themselves constitute an event unless arising out of one or more of the following perils:

fire, lightning, explosion, aircraft or vehicle impact, falling objects, windstorm, hail, tornado, cyclone, hurricane, earthquake, volcano, tsunami, flood, freeze or weight of snow.

SCHEDULE 1.29

BINDER OF REINSURANCE
MULTILINE QUOTA SHARE
REINSURANCE AGREEMENT
(hereinafter referred to as the "Agreement")

Between

HORACE MANN INSURANCE COMPANIES
Springfield, Illinois
(hereinafter referred to as the "Company")

and

                                Armonk, New York
                  (hereinafter referred to as the "Reinsurer")

BUSINESS COVERED:   The Company obligates itself to cede to the Reinsurer and
----------------    the Reinsurer obligates itself to accept from the Company a
                    10% Quota Share participation of the Company's Ultimate Net
                    Liability for the Policies in force as of the Inception
                    Date, and new and renewal Policies becoming effective on or
                    after said date as respects losses occurring on or after the
                    Inception Date.

                    Under this Agreement, the indemnity for reinsured loss
                    applies to Homeowners, Personal Automobile Liability and
                    Personal Automobile Physical Damage except as excluded under
                    this Agreement.

DATE:               This Agreement shall become effective with respect to in
----                force, new and renewal business effective on or after the
                    Inception Date and shall remain in force for 12 months from
                    the Inception Date, such date to be the Termination Date.

                    As of the Termination Date of this Agreement, all
                    reinsurance hereunder shall be automatically cancelled as of
                    the Termination Date and the Reinsurer shall be released of
                    all liability as respects losses occurring subsequent to the
                    Termination Date. The Reinsurer shall return to the Company
                    the unearned premiums on the hereunder at the Termination
                    Date, less the commission allowed thereon.

                    The Inception Date shall be determined based on the terms
                    and conditions of the CLOCS agreement with SRFP.

TERRITORY:          United States of America, its territories and possessions,
----------          and Canada, except as respects Inland Marine business
                    covered hereunder where the territorial limits shall be
                    those of the policies concerned.

LIMIT AND
---------
RETENTION:          This Quota Share Agreement is subject to a maximum cession
---------           limit of $750,000 Ultimate Net Liability each Occurrence
                    (10% share of the Company's Ultimate Net Liability of
                    $7,500,000 each occurrence).

                    If the Company's Accident Year Loss Ratio for the period
                    exceeds 77.0%, the Company will retain as a loss corridor
                    deductible, loss and Loss Adjustment Expense for which the
                    Reinsurer would otherwise be liable for the difference
                    between the actual Accident Year Loss Ratio and 77.0%,
                    calculated per the following paragraph.

                    The Loss Ratio percentage points comprising the loss
                    corridor deductible shall be 13.0 Loss Ratio percentage
                    points adjusted by the difference in the cumulative trend
                    percent less cumulative rate change percent from January 1,
                    2002 until the Inception Date, subject to a minimum loss
                    corridor deductible of 13.0 Loss Ratio percentage points.

                    The Reinsurer will then be liable for its 10% share of the
                    next 15.0 Loss Ratio percentage points in excess of the
                    number of loss corridor deductible Loss Ratio percentage
                    points, and shall have no liability excess of such amount of
                    Accident Year Loss Ratio percentage points.

NET LIABILITY:      The term "Ultimate Net Liability" shall mean the of the
--------------      remaining portion of the Company's gross liability including
                    90% ECO and 90% XPL (within the Agreement limits) as defined
                    herein, from each Occurrence reinsured under this Agreement
                    after deducting recoveries from all other reinsurance
                    (excluding the aggregate cover), if any, whether specific or
                    general and whether collectible or not.

REINSURANCE
-----------
PREMIUM:            The Company shall cede to the Reinsurer 10% of the Company's
--------            unearned premiums on its Ultimate Net Liability in force as
                    of the Inception Date on the business covered hereunder.

                    The Company shall cede to the Reinsurer 10% of the Company's
                    Net Premiums Written applicable to new and renewal Policies
                    becoming effective on or after the Inception Date, with
                    respect to its Ultimate Net Liability on the business
                    covered hereunder.

                    The term "Net Premiums Written" shall mean gross and
                    additional premiums less return premiums, less premiums
                    ceded on all other reinsurance.

CEDING COMMISSION:  The Reinsurer shall allow to the Company a ceding commission
-----------------   allowance of 20.0% of the Net Premiums Written, ceded
                    hereunder.

ACCIDENT YEAR
-------------
LOSS RATIO:         In calculating the Accident Year Loss Ratio, direct earned
----------          premium less all ceded reinsurance earned premium will be
                    used to determine Net Earned Premium. Net Incurred Loss will
                    be equal to the total of all Ultimate Net Liability.
                    Accident Year Loss Ratio will equal Net Incurred Loss
                    divided by Net Earned Premium.

                    The term "incurred losses" means all losses and Loss
                    Adjustment Expenses paid less recoveries, including salvage
                    and subrogation, plus Losses and Loss Adjustment Expenses
                    outstanding (including IBNR) as respects losses which
                    occurred during the term.

REPORTS AND
-----------
REMITTANCES:        Within 5 days after receiving a signed binder of reinsurance
-----------         the Company shall pay to the Reinsurer the Reinsurer's pro
                    rata share of the Company's unearned premium reserve
                    segregated by Line of Business on the business in force as
                    of the Inception Date.

                    Within 30 days after the close of each quarter the Company
                    shall forward a quarterly account summarizing the following
                    transactions under this Agreement during the quarter:

                    Net Premiums written ceded segregated by Line of business;

                    Commissions;

                    Loss and LAE paid less recoveries, segregated by Line of
                    Business, by year of loss;

                    Unearned Premium Reserves segregated by Line of Business at
                    the end of the quarter and calculated on a monthly pro rata
                    basis;

                    Estimated loss and LAE reserves outstanding at the end of
                    the quarter segregated by Line of Business, by year of loss.

                    The balance due either party shall be paid within 45 days
                    after the close of each quarter for the transactions during
                    such quarter.

EXCLUSIONS:         See Attached.
----------

OTHER CLAUSES:      .    90% ECO and 90% XPL Covered up to limits.
-------------       .    Definition of Occurrence - No Reinstatement (attached)
                    .    Catastrophe Reinsurance
                    .    Currency
                    .    Definition of Risk
                    .    Dispute Resolution
                    .    Errors or omissions
                    .    Insolvency
                    .    Losses, Loss Adjustment Expenses and Salvages
                    .    Offset
                    .    Special Termination
                    .    Taxes
                    .    Others to be Agreed

Upon signature by a duly authorized representative of the Reinsurer, this Binder of Reinsurance shall be effective until superseded by an Agreement of Reinsurance signed by duly authorized representatives of the Reinsurer and the Company.

SRA Participation Accepted Hereon: 100% of 10%

EXCLUSIONS

THIS AGREEMENT DOES NOT COVER:

A. THE FOLLOWING GENERAL CATEGORIES

1. All Lines of Business not specifically listed in Business Covered.

2. Policies issued with a deductible of $100,000 or more; provided this exclusion shall not apply to Policies which customarily provide a percentage deductible on the perils of earthquake or windstorm.

3. Reinsurance assumed, except pro rata local agency reinsurance on specific risks.

4. Ex-gratia Payments.

5. Loss or damage occasioned by war, invasion, revolution, bombardment, hostilities, acts of foreign enemies, civil war, rebellion, insurrection, military or usurped power, martial law, or confiscation by order of any government or public authority, but not excluding loss or damage which would be covered under a standard form of Policy containing a standard war exclusion clause.

6. Insolvency Funds as per the attached Insolvency Funds Exclusion Clause, which is made part of this Agreement.

7. Pool, Syndicate and Association business as per the attached Pools, Associations and Syndicates Exclusion Clause, which is made part of this Agreement.

8. Risks where the Total Insured Value, per risk, exceeds the figure specified as per, the attached Total Insured Value Exclusion Clause, which is made part of this Agreement.

B. THE FOLLOWING CLASSES OF BUSINESS AND TYPES OF RISKS

1. Mortgage Impairment.

2. Growing and/or standing crops.

3. Mortality and Health covering birds, animals or fish.

4. All onshore and offshore gas and oil drilling rigs.

5. Petrochemical operations engaged in the production, refining or upgrading of petroleum or petroleum derivatives or natural gas.

6. Satellites.

7. All railroad business.

8. As respects Inland Marine business:

a. Registered Mail and Armored Car Policies.
b. Jeweler's Block Policies.
c. Furrier's Customers Policies.
d. Rolling Stock.
e. Parcel Post when written to cover banks and financial institutions.
f. Commercial Negative Film Insurance.
g. Garment Contractors Policies.
h. Mining Equipment while underground.
i. Radio and Television Broadcasting Towers.
j. Motor Truck Cargo Insurance written for common carriers operating beyond a radius of 200 miles.

C. THE FOLLOWING PERILS

1. Flood and/or Earthquake when written as such.

2. Difference in Conditions, however styled.

3. Pollution and Seepage as per the attached Pollution and Seepage Exclusion Clause, which is made part of this Agreement.

4. Nuclear Incident Exclusion Clauses which are attached and made part of this Agreement:

a. Nuclear Incident Exclusion Clause - Physical Damage - Reinsurance
- U.S.A.
b. Nuclear Incident Exclusion Clause - Physical Damage - Reinsurance
- Canada.
c. Nuclear Incident Exclusion Clause - Reinsurance - No. 4.

D. In the event the Company is inadvertently bound on any risk which is excluded under this Agreement and identified below, the reinsurance provided under this Agreement shall apply to such risk until discovery by the Company within its Home Office of the existence of such risk and for 30 days thereafter, and shall then cease unless within the 30 day period, the Company has received from the Reinsurer written notice of its approval of such risk.

SUPPLEMENT TO THE ATTACHMENTS

A. Wherever the term "Company" or "Reinsured" or "Reassured" or whatever other term is used to designate the reinsured company or companies within the various attachments to the reinsurance agreement, the term shall be understood to mean Company or Reinsured or Reassured or whatever other term is used in the attached reinsurance agreement to designate the reinsured company or companies.

B. Wherever the term "Agreement" or "Contract" or "Policy" or whatever other term is used to designate the attached reinsurance agreement within the various attachments to the reinsurance agreement, the term shall be understood to mean Agreement or Contract or Policy or whatever other term is used to designate the attached reinsurance agreement.

C. Wherever the term "Reinsurer" or "Reinsurers" or "Underwriters" or whatever other term is used to designate the reinsurer or reinsurers in the various attachments to the reinsurance agreement, the term shall be understood to mean Reinsurer or Reinsurers or Underwriters or whatever other term is used to designate the reinsuring company or companies.

This Agreement excludes all liability of the Company arising by contract, operation of law, or otherwise from its participation or membership, whether voluntary or involuntary, in any insolvency fund or from reimbursement of any person for any such liability. "Insolvency fund" includes any guaranty fund, insolvency fund, plan, pool, association, fund or other arrangement, howsoever denominated, established or governed, which provides for any assessment of or payment or assumption by any person of part or all of any claim, debt, charge, fee, or other obligation of an insurer, or its successors or assigns, which has been declared by any competent authority to be insolvent or which is otherwise deemed unable to meet any claim, debt, charge, fee or other obligation in whole or in part.

SECTION A

Excluding:

(a) All Business derived directly or indirectly from any Pool, Association or Syndicate which maintains its own reinsurance facilities.

(b) Any Pool or Scheme (whether voluntary or mandatory) formed after March 1, 1968, for the purpose of insuring Property whether on a country-wide basis or in respect of designated areas. This Exclusion shall not apply to so-called Automobile Insurance Plans or other Pools formed to provide coverage for Automobile Physical Damage.

SECTION B

It is agreed that business, written by the Company for the same perils, which is known at the time to be insured by or in excess of underlying amounts placed in the following Pools, Associations or Syndicates, whether by way of insurance or reinsurance is excluded hereunder:

Industrial Risk Insurers (successor to Factory Insurance Association and Oil Insurance Association); Associated Factory Mutuals; Improved Risk Mutuals.

Any Pool, Association or Syndicate formed for the purpose of writing Oil, Gas or Petro-Chemical Plants and/or Oil or Gas Drilling Rigs.

United States Aircraft Insurance Group, Canadian Aircraft Insurance Group, Associated Aviation Underwriters, American Aviation Underwriters.

SECTION B does not apply:

(a) Where the Total Insured value over all interests of the risk in question is less than $250,000,000.

(b) To interests traditionally underwritten as Inland Marine or Stock and/or Contents written on a Blanket basis.

(c) To Contingent Business Interruption, except when the Company is aware that the key location is known at the time to be insured in any Pool, Association or Syndicate named above.

(d) To risks as follows: Offices, Hotels, Apartments, Hospitals, Educational Establishments, Public Utilities (other than Railroad Schedules) and Builders Risks on the classes of risks specified in this subsection (d) only.

It is the mutual intention of the parties to exclude risks, other than Offices, Hotels, Apartments, Hospitals, Educational Establishments, Public Utilities (except Railroad schedules) and Builders Risk on the above classes where, at the time of the cession, the Total Insured Value over all interests exceeds $250,000,000. However, the Company shall be protected hereunder, subject to the other terms and conditions of this Agreement, if subsequently to cession being made the Company becomes acquainted with the true facts of the case and discovers that the mutual intention has been inadvertently breached, the Company shall at the first opportunity, and certainly by next anniversary of the original policy, exclude the risk in question.

It is agreed that this mutual intention does not apply to Contingent Business Interruption or to interest traditionally underwritten as Inland Marine or to Stock and/or Contents written on a blanket basis except where the Company is aware that the Total Insured Value of $250,000,000 is already exceeded for buildings, machinery, equipment and direct use and occupancy at the key location.

It is understood and agreed that this Clause shall not apply hereunder where the Company writes 100% of the risk.

Notwithstanding anything contained herein to the contrary, it is the mutual intention of the parties in respect of bridges and tunnels to exclude such risks where the Total Insured Value over all interests exceeds $250,000,000.

This Reinsurance does not apply to:

1. Pollution, seepage, contamination or environmental impairment insurances (hereinafter collectively referred to as "pollution"), however styled;

2. Loss or damage caused directly or indirectly by pollution, unless said loss or damage follows as a result of a loss caused directly by a peril covered hereunder;

3. Expenses resulting from any governmental direction or request that material present in or part of or utilized on an insured's property be removed or modified, except as provided in 5. below;

4. Expenses incurred in testing for and/or monitoring pollutants;

5. Expenses incurred in removing debris, unless (A) the debris results from a loss caused directly by a peril covered hereunder, and (B) the debris to be removed is itself covered hereunder, and (C) the debris is on the insured's premises, subject, however, to a limit of $5,000 plus 25% of (i) the property damage loss, any risk, any one location, any one original insured, and (ii) any deductible applicable to the loss;

6. Expenses incurred to extract pollutants from land or water at the insured's premises unless (A) the release, discharge, or dispersal of pollutants results from a loss caused directly by a peril covered hereunder, and (B) such expenses shall not exceed $10,000;

7. Loss of income due to any increased period of time required to resume operations resulting from enforcement of any law regulating the prevention, control, repair, clean-up or restoration of environment damage;

8. Claims under 5. and/or 6. above, unless notice therefore is given to the Company within 180 days after the date of the loss occurrence to which such claims relate.

"Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed.

Where no pollution exclusion has been accepted or approved by an insurance regulatory authority for use in a policy that is subject to this Agreement or where a pollution exclusion that has been used in a policy is overturned, either in whole or in part, by a court having jurisdiction, there shall be no recovery for pollution under this Agreement unless said pollution loss or damage follows as a result of a loss caused directly by a peril covered hereunder.

Nothing herein shall be deemed to extend the coverage afforded by this reinsurance to property or perils specifically excluded or not covered under the terms and conditions of the original policy involved.

N.M.A. 1119

1. This Reinsurance does not cover any loss or liability accruing to the Reassured, directly or indirectly, and whether as Insurer or Reinsurer, from any Pool of Insurers or Reinsurers formed for the purpose of covering Atomic or Nuclear Energy risks.

2. Without in any way restricting the operation of paragraph 1. of this Clause, this Reinsurance does not cover any loss or liability accruing to the Reassured, directly or indirectly, and whether as Insurer or Reinsurer, from any insurance against Physical Damage (including business interruption or consequential loss arising out of such Physical Damage) to:

I. Nuclear reactor power plants including all auxiliary property on the site, or

II. Any other nuclear reactor installation, including laboratories handling radioactive materials in connection with reactor installations, and critical facilities as such, or

III. Installations for fabricating complete fuel elements or for processing substantial quantities of "special nuclear material," and for reprocessing, salvaging, chemically separating, storing or disposing of spent nuclear fuel or waste materials, or

IV. Installations other than those listed in paragraph 2. III. above using substantial quantities of radioactive isotopes or other products of nuclear fission.

3. Without in any way restricting the operation of paragraphs 1. and 2. of this Clause, this Reinsurance does not cover any loss or liability by radioactive contamination accruing to the Reassured, directly or indirectly, and whether as Insurer or Reinsurer, from any insurance on property which is on the same site as a nuclear reactor power plant or other nuclear installation and which normally would be insured therewith, except that this paragraph 3. shall not operate:

(a) where the Reassured does not have knowledge of such nuclear reactor power plant or nuclear installation, or

(b) where the said insurance contains a provision excluding coverage for damage to property caused by or resulting from radioactive contamination, however caused. However, on and after 1st January, 1960, this sub-paragraph (b) shall only apply provided the said radioactive contamination exclusion provision has been approved by the Governmental Authority having jurisdiction thereof.

4. Without in any way restricting the operation of paragraphs 1., 2. and 3. of this Clause, this Reinsurance does not cover any loss or liability by radioactive contamination

accruing to the Reassured, directly or indirectly, and whether as Insurer or Reinsurer, when such radioactive contamination is a named hazard specifically insured against.

5. It is understood and agreed this Clause shall not extend to risks using radioactive isotopes in any form where the nuclear exposure is not considered by the Reassured to be the primary hazard.

6. The term "special nuclear material" shall have the meaning given to it by the Atomic Energy Act of 1954 or by any law amendatory thereof.

7. Reassured to be sole judge of what constitutes:

(a) substantial quantities, and

(b) the extent of installation., plant or site.

NOTE: - Without in any way restricting the operation of paragraph 1. hereof, it is understood and agreed that

(a) all policies issued by the Reassured on or before 31st December, 1957 shall be free from the application of the other provisions of this Clause until expiry date or 31st December, 1960 whichever first occurs whereupon all the provisions of this Clause shall apply,

(b) with respect to any risk located in Canada policies issued by the Reassured on or before 31st December, 1958 shall be free from the application of the other provisions of this Clause until expiry date or 31st December, 1960 whichever first occurs whereupon all the provisions of this Clause shall apply.

N.M.A. 1119

N.M.A. 1980

1. This Agreement does not cover any loss or liability accruing to the Company directly or indirectly, and whether as Insurer or Reinsurer, from any Pool of Insurers or Reinsurers formed for the purpose of covering Atomic or Nuclear Energy risks.

2. Without in any way restricting the operation of paragraph 1. of this clause, this Agreement does not cover any loss or liability accruing to the Company, directly or indirectly, and whether as Insurer or Reinsurer, from any insurance against Physical Damage (including business interruption or consequential loss arising out of such Physical Damage) to:

a. Nuclear reactor power plants including all auxiliary property on the site, or

b. Any other nuclear reactor installation, including laboratories handling radioactive materials in connection with reactor installations, and critical facilities as such, or

c. Installations for fabricating complete fuel elements or for processing substantial quantities of prescribed substances, and for reprocessing, salvaging, chemically separating, storing or disposing of spent nuclear fuel or waste materials, or

d. Installations other than those listed in c. above using in substantial quantities of radioactive isotopes or other products of nuclear fission.

3. Without in any way restricting the operation of paragraphs 1. and 2. of this clause, this Agreement does not cover any loss or liability by radioactive contamination accruing to the Company, directly or indirectly, and whether as Insurer or Reinsurer, from any insurance on property which is on the same site as a nuclear reactor power plant or other nuclear installation and which normally would be insured therewith, except that this paragraph 3. shall not operate:

a. where the Company does not have knowledge of such nuclear reactor power plant or nuclear installation, or

b. where the said insurance contains a provision excluding coverage for damage to property caused by or resulting from radioactive contamination, however caused.

4. Without in any way restricting the operation of paragraphs 1., 2. and 3. of this clause, this Agreement does not cover any loss or liability by radioactive contamination accruing to the Company, directly or indirectly, and whether as Insurer or Reinsurer, when such radioactive contamination is a named hazard specifically insured against.

5. This clause shall not extend to risks using radioactive isotopes in any form where the nuclear exposure is not considered by the Company to be the primary hazard.

6. The term "prescribed substances" shall have the meaning given to it by the Atomic Energy Control Act R.S.C. 1974 or by any law amendatory thereof.

7. Company to be sole judge of what constitutes:

a. substantial quantities, and

b. the extent of installation, plant or site.

8. Without in any way restricting the operation of paragraphs 1., 2., 3. and
4. of this clause, this Agreement does not cover any loss or liability accruing to the Company, directly or indirectly, and whether as Insurer or Reinsurer, caused by any nuclear incident as defined in The Nuclear Liability Act, nuclear explosion or contamination by radioactive material.

NOTE: Without in any way restricting the operation of paragraphs 1., 2., 3. and
4. of this clause, paragraph 8. of this clause shall apply to all original contracts of the Company whether new, renewal or replacement which become effective on or after December 31, 1984.

N.M.A. 1980

1. The Reinsurance does not cover any loss or liability accruing to the Reassured as a member of, or subscriber to, any association of insurers or reinsurers formed for the purpose of covering nuclear energy risks or as a direct or indirect reinsurer of any such member, subscriber or association.

2. Without in any way restricting the operations of Nuclear Incident Exclusion Clauses, - Liability, - Physical Damage, - Boiler and machinery and paragraph 1. of this Clause, it is understood and agreed that for all purposes of the reinsurance assumed by the Reinsurer from the Reinsured, all original insurance policies or contracts of the Reinsured (new, renewal and replacement) shall be deemed to include the applicable existing Nuclear Clause and/or Nuclear Exclusion Clause(s) in effect at the time and any subsequent revisions thereto as agreed upon and approved by the Insurance Industry and/or a qualified Advisory or Rating Bureau.

SCHEDULE 5.10

This certifies that (1) the representations and warranties of Horace Mann Educators Corporation, a Delaware corporation (the "Company", as further defined below) contained in Article 3 of the Agreement (as defined below), were true and accurate in all material respects on the date of the Agreement, and are true and accurate in all material respects as of the date of this Certificate, (2) the Company has, as of the date of this Certificate, satisfied all conditions set forth in Article 5 of the Agreement, (3) the Company is not, as of the date of this Certificate, in breach of any of the covenants and agreements required to be complied with by the Company as set forth in Article 6 of the Agreement, and
(4) the representation and warranty of the Company described in Section 5.8 of the Agreement is true and accurate in all material respects as of the date of this Certificate. This Certificate is being delivered pursuant to Section 5.10 of the Agreement.

Dated:
        -----------------                     Horace Mann Educators Corporation,
                                              a Delaware corporation


                                              By:
                                                 -------------------------------
                                              Name:
                                              Title:

SCHEDULE 5.12

[Form of Opinion of Gibson, Dunn & Crutcher, LLP]

Swiss Re Financial Products Corporation
55 East 52nd Street
New York, NY 10055

Re: Catastrophe Equity Securities Issuance Option and Reinsurance Option Agreement dated as of May 7, 2002 (the "Agreement") between Option Writer and Horace Mann Educators Corporation, a Delaware corporation (the "Company").

Ladies and Gentlemen:

We have acted as special counsel to the Company in connection with the Agreement. Capitalized terms used in this opinion and not otherwise defined shall have the meanings assigned to them in the Agreement.

In rendering this opinion, we have examined originals or copies certified or otherwise identified to our satisfaction as being true copies of the documents and instruments relevant to our opinion.

We have, with your permission, assumed, without independent investigation or inquiry with respect to any matter, that: the signatures on all documents examined by us are genuine, all individuals executing such documents had all requisite legal capacity (except in the case of documents signed on behalf of the Company) and competency and were duly authorized (except in the case of documents signed on behalf of the Company), the documents submitted to us as originals are authentic and the documents submitted to us as certified or reproduction copies conform to the originals.

With respect to questions of fact material to the opinions expressed below, we have, with your consent, relied upon certificates of public officials and officers of the Company, in each case without having independently verified the accuracy or completeness thereof.

Based on the foregoing and in reliance thereon, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:

1. Each of HM and the HM Insurance Subsidiaries incorporated in California and Texas is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the full corporate power and authority to conduct its business as currently being conducted and to execute and deliver the Transaction Agreements to which it is a party, and to perform its obligations under, and to consummate the transactions contemplated by, the Transaction Agreements to which it is a party, including, without limitation, the delivery of the Preferred Shares pursuant to the exercise of the Securities Issuance Option.

2. The execution and delivery of the Transaction Agreements to which it is a party by the Company, and the performance of the Company under such Transaction Agreements, is not in violation of any applicable law, any provision of the Company or HM's Insurance Subsidiaries' organizational documents or, to our knowledge, any order or judgment of any court or other government agency applicable to the Company or any of its assets or subsidiary or affiliated companies, to the extent that any such order or judgment would have a material adverse effect on the rights and privileges of Option Writer under the Agreement, or to our knowledge any contractual restriction binding upon or affecting the Company of any of its assets or subsidiary or affiliated companies. To our knowledge, the Company and the HM Insurance Subsidiaries, as applicable, have complied, in all material respects, with all representations, warranties, covenants and agreements contained in any Transaction Agreements.

3. All governmental and other consents (including without limitation approvals under the Federal securities laws) that are required to have been obtained by the Company with respect to the execution and delivery of the Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with.

4. The execution of the Transaction Agreements to which it is a party have been duly authorized by all necessary corporate action of the Company, and such Transaction Agreements (a) have been duly executed and delivered by the Company, (b) constitute legal, valid and binding obligations of the Company and
(c) are enforceable against the Company in accordance with their terms.

5. To our knowledge, there is not pending or threatened against the Company or any of its subsidiaries or affiliates any action, suit or proceeding before any court, tribunal, governmental body, agency or official or any arbitrator or mediator that would reasonably be expected to materially and adversely affect the legality, validity and enforceability of the Transaction Agreements against the Company or materially adversely affect the financial condition of the Company or any of the HM Insurance Subsidiaries.

7. The shares of HM Common Stock into which the Preferred Shares may be converted, as set forth in the Certificate of Designations, shall, upon issuance pursuant to such conversion, be validly issued, fully paid and non-assessable. Such shares of HM Common Stock shall be free and clear of any lien, encumbrance or other restriction (other than as set forth in the Transaction Agreements), and upon conversion as provided in the Certificate of Designations, Option Writer will acquire good title to the requisite number of shares of HM Common Stock,

free and clear of any lien, encumbrance or other restriction (other than as set forth in the Transaction Agreements). Such shares of HM Common Stock shall be subject to the Registration Rights Agreement.

8. To our knowledge, except for the Agreement, there is no outstanding right, subscription, warrant, call, unsatisfied preemptive right, option or other agreement of any kind to purchase or otherwise to receive from the Company any authorized but unissued, unauthorized or treasury shares of the Preferred Shares.

9. To our knowledge, the Company and the HM Insurance Subsidiaries incorporated in California and Texas have all requisite licenses, permits and authority (collectively, "Licenses") that are necessary for the conduct of their respective insurance and other businesses, if any, such Licenses are in full force and effect and no proceeding is pending or threatened to suspend, revoke or limit any License which is material to the operations of any such insurance company.

10. To our knowledge, neither the Company nor any HM Insurance Subsidiary (a) is the subject of any voluntary or involuntary petition under any bankruptcy, insolvency or similar law affecting creditors generally, (b) is the subject of any liquidation, transformation or rehabilitation proceeding or (c) has had a receiver or similar person or entity appointed for any of its property.

Each of the opinions set forth above is subject to the following exceptions, qualifications, limitations and assumptions:

(a) Our opinions are subject to the effect of bankruptcy, insolvency, reorganization, moratorium, arrangement or other similar state or federal laws affecting enforcement of debtors' and creditors' rights generally, including, without limitation, the effect of statutory or other laws regarding fraudulent conveyances or transfers, preferential transfers and of laws affecting distributions by corporations to stockholders.

(b) Our opinions are subject to the application of general principles of equity, whether considered in a case or proceeding at law or in equity, including, without limitation, concepts of materiality, reasonableness, commercial reasonableness, good faith and fair dealing. Without limitation, we express no opinion as to the availability of specific performance, injunctive relief or other equitable relief as a remedy for noncompliance with any of the terms of the Transaction Agreements.

(c) We express no opinion as to the legality, validity, binding effect or enforceability (whether according to its terms or otherwise) of any provisions of any Transaction Agreement to the effect that rights or remedies are not exclusive, that every right or remedy is cumulative and may be exercised in addition to any other right or remedy, that the election of some particular remedy does not preclude recourse to one or more other remedies or that failure to exercise or delay in exercising rights or remedies will not operate as a waiver of any such right or remedy.

(d) We express no opinion as to the legality, validity, binding effect or enforceability of any waiver (whether or not stated as such) under the Transaction Agreements, or any consent thereunder relating to any presently existing, unknown or future rights or the rights of any party thereto existing or duties owing to it, as a matter of law. We express no opinion as to the effectiveness of any waiver or consent contained in the Transaction Agreements that is broadly or vaguely stated or does not describe the right or duty purportedly waived or to which such consent relates with reasonable specificity. Without limitation, we express no opinion as to any provision of any Transaction Agreement waiving the right to object to venue in any court or waiving the right to jury trial.

This opinion is limited to the effect of the present laws of the States of New York, California and Texas and the United States of America and, to the limited extent set forth below, the General Corporation Law of the State of Delaware. Although we are not admitted to practice in the State of Delaware, we are generally familiar with the General Corporation Law of the State of Delaware as presently in effect and have made such inquiries as we consider necessary to render our opinions expressed in Paragraphs 1 through 7 hereof. In rendering this opinion, we assume no obligation to revise or supplement this opinion in the event of future changes in the present laws, or the interpretation thereof, or the present facts relevant to the transaction contemplated by the Agreement.

Very truly yours,

[Form of Opinion of General Counsel of HMEC]

Swiss Re Financial Products Corporation
55 East 52nd Street
New York, NY 10055

Re: Catastrophe Equity Securities Issuance Option and Reinsurance Option Agreement dated as of May 7, 2002 (the "Agreement") between Option Writer and Horace Mann Educators Corporation, a Delaware corporation (the "Company").

Ladies and Gentlemen:

I am the General Counsel of the Company and am familiar with the Agreement. Capitalized terms used in this opinion and not otherwise defined shall have the meanings assigned to them in the Agreement.

In rendering this opinion, I have examined originals or copies certified or otherwise identified to my satisfaction as being true copies of the documents and instruments relevant to my opinion.

I have, with your permission, assumed, without independent investigation or inquiry with respect to any matter, that: the signatures on all documents examined by me are genuine, all individuals executing such documents had all requisite legal capacity (except in the case of documents signed on behalf of the Company) and competency and were duly authorized (except in the case of documents signed on behalf of the Company), the documents submitted to me as originals are authentic and the documents submitted to me as certified or reproduction copies conform to the originals.

Based on the foregoing and in reliance thereon, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, I am of the opinion that:

1. Each of the HM Insurance Subsidiaries incorporated in Illinois and Arizona is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the full corporate power and authority to conduct its business as currently being conducted and to execute and deliver the Transaction Agreements to which it is a party, and to perform its obligations under, and to consummate the transactions contemplated by, the Transaction Agreements to which it is a party.

2. The execution and delivery of the Transaction Agreements to which it is a party by the Company, and the performance of the Company under such Transaction Agreements, is not in violation of any applicable law, any provision of the Company or HM's Insurance Subsidiaries' organizational documents or any order or judgment of any court or other government agency applicable to the Company or any of its assets or subsidiary or affiliated companies, to the extent that any such order or judgment would have a material adverse effect on the rights and privileges of Option Writer under the Agreement, or any contractual restriction binding upon or affecting the Company of any of its assets or subsidiary or affiliated companies.

The Company and the HM Insurance Subsidiaries, as applicable, have complied, in all material respects, with all representations, warranties, covenants and agreements contained in any Transaction Agreements.

3. All governmental and other consents that are required to have been obtained by the Company with respect to the execution and delivery of the Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with.

4. There is not pending or threatened against the Company or any of its subsidiaries or affiliates any action, suit or proceeding before any court, tribunal, governmental body, agency or official or any arbitrator or mediator that would reasonably be expected to materially and adversely affect the legality, validity and enforceability of the Transaction Agreements against the Company or materially adversely affect the financial condition of the Company or any of the HM Insurance Subsidiaries.

5. Except for the Agreement, there is no outstanding right, subscription, warrant, call, unsatisfied preemptive right, option or other agreement of any kind to purchase or otherwise to receive from the Company any authorized but unissued, unauthorized or treasury shares of the Preferred Shares.

6. The Company and the HM Insurance Subsidiaries have all requisite licenses, permits and authority (collectively, "Licenses") that are necessary for the conduct of their respective insurance and other businesses, if any, such Licenses are in full force and effect and no proceeding is pending or threatened to suspend, revoke or limit any License which is material to the operations of any such insurance company.

7. Neither the Company nor any HM Insurance Subsidiary (a) is the subject of any voluntary or involuntary petition under any bankruptcy, insolvency or similar law affecting creditors generally, (b) is the subject of any liquidation, transformation or rehabilitation proceeding or (c) has had a receiver or similar person or entity appointed for any of its property.

8. All regulatory filings made by the Company and the HM Insurance Subsidiaries with the SEC and with applicable insurance regulatory authorities for the past five years, at the time of filing, (a) in the case of filings with the SEC, were all filings required by law and did not contain any material misstatements or omissions and (b) in the case of filings with applicable insurance regulatory authorities, were appropriately responsive to, and in compliance with, the applicable insurance regulatory requirements in all material respects.

This opinion is limited to the effect of the present laws of the States of Illinois and Arizona, and as to Arizona law, I have relied entirely on a back-up opinion to me from Arizona counsel to the Company. In rendering this opinion, I assume no obligation to revise or supplement this opinion in the event of future changes in the present laws, or the interpretation thereof, or the present facts relevant to the transaction contemplated by the Agreement.

This opinion is rendered to Option Writer in connection with the Agreement and may not be relied upon by any person other than Option Writer or by Option Writer in any other

Very truly yours,

SCHEDULE 6.2

This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of May 7, 2002, between Horace Mann Educators Corporation, a Delaware corporation (the "Company") and Swiss Re Financial Products Corporation, a Delaware corporation ("Option Writer").

"Additional Securities" has the meaning ascribed thereto in Section 3.1(b).

"Affiliate" of a Person means any other Person that is controlled by, controls, or is under common control with such Person.

"Business Day" means any day other than a Saturday, Sunday or a day on which banking institutions in New York, New York or Zurich, Switzerland are not required to be open.

"Certificate of Designations" is defined in Section 1.

"Commission" means the Securities and Exchange Commission or any other Federal agency at the time administering the Securities Act or the Exchange Act.

"Common Stock" is defined in Section 1.

"Company" means Horace Mann Educators Corporation, a Delaware corporation.

"Conversion Shares" means the shares of Common Stock issued or issuable upon conversion of the Preferred Stock.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time.

"Initiating Holder" is defined in Section 3.1(a).

"Minimum Period" is defined in Section 3.3(b).

"Option Agreement" is defined in Section 1.

"Option Writer" means Swiss Re Financial Products Corporation, a Delaware corporation.

"Other Securities" is defined in Section 3.2(b)

"Person" means a corporation, association, partnership, limited liability company, organization, business, individual, governmental or political agency or other entity.

"Preferred Shares" is defined in Section 1.

"Preferred Stock" is defined in Section 1.

"Registrable Securities" means (i) any Conversion Shares, (ii) any Preferred Shares which a holder is unable to convert into Conversion Shares due to a lack of approval, from the appropriate state insurance commissioner, of any applicable insurance regulatory filing necessary for such conversion, and (iii) any other securities which may be included as Registrable Securities as set forth in Section 6.13 of the Option Agreement. As to any particular Registrable Securities, once issued such securities shall cease to be Registrable Securities when (a) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities have been disposed of in accordance with such registration statement (b) they shall have been sold as permitted by Rule 144 under the Securities Act, (c) they shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been properly delivered by the Company and subsequent public distribution of them shall not, in the reasonable opinion of counsel to the Company, require registration of them under the Securities Act, or (d) they shall have ceased to be outstanding.

"Registration Expenses" means all expenses incident to the Company's performance of or compliance with Section 3, including, without limitation, all registration, filing and NASD fees, all fees and expenses of complying with securities or blue sky laws (including related counsel fees), all word processing, duplicating and printing expenses, messenger and delivery expenses, the fees and expenses incurred in connection with the listing of the securities to be registered on each securities exchange or national marked system on which such securities are to be listed, the fees and disbursements of counsel for the Company and of its independent public

accountants, including the expenses of "cold comfort" letter required by or incident to such performance and compliance, fees of transfer agents any fees and disbursements of underwriters customarily paid by issuers or sellers of securities (excluding any underwriting discounts or commissions with respect to the Registrable Securities), but excluding any fees or expenses of counsel to any holders. Notwithstanding the foregoing, in the event the Company shall determine, in accordance with Section 3.2, not to register any securities with respect to which it had given written notice of its intention to so register to holders of Registrable Securities, all of the costs of the type (and subject to any limitation to the extent) set forth in this definition and incurred by Requesting Holders in connection with such registration on or prior to the date the Company notifies the Requesting Holders of such determination shall be deemed Registration Expenses.

"Registration Rights Holder" is defined in Section 3.1(b).

"Requesting Holder" is defined in Section 3.2(a).

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time.

"Selling Expenses" means all underwriting discounts and selling commissions applicable to the sale of Registrable Securities and all fees and expenses of counsel to Selling Holders.

"Selling Holder" is defined in Section 3.1(a)(ii).

"Significant Subsidiary" is defined under Rule 1-02(w) of Regulation S-X promulgated under the Securities Act and the Exchange Act.

"Trading Day" means a date on which the New York Stock Exchange (or, if different, the principal national securities exchange on which the Common Stock is listed or admitted to trading) is open for the transaction of business.

"Value" is defined in Section 3.1(a).

requested registration to all registered holders of Registrable Securities, and the Company will use its commercially reasonable efforts to effect, as early as practicable, the registration under the Securities Act of

(i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders, and

(ii) all other Registrable Securities which the Company has been requested to register by holders of Registrable Securities (such holders together with the Initiating Holders are referred to in this Agreement as the "Selling Holders") by written notice to the Company, within thirty (30) days after the receipt of such written notice by the Company, all to the extent requisite to permit the disposition of the Registrable Securities to be registered in such manner, subject to Section 3.1(d) below.

effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Selling Holders and has not subsequently become effective or (iii) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than by reason of a failure on the part of Selling Holders.

redemption of Registrable Securities by the Company, in which case such $5,000,000 minimum shall not apply, or (iii) file a registration statement pursuant to this Section 3.1 within the twelve-month period occurring immediately subsequent to the effectiveness (within the meaning of Section 3.1(d)) of a registration statement filed pursuant to this Section 3.1 or pursuant to Section 3.2. The conditions to any second and third registrations under this Section 3.1 are as follows:

(A) Selling Holders shall be entitled to a second registration if, at the time immediately preceding a sale in the first registration, such Selling Holders either (i) hold Preferred Shares which on an as converted basis would cause them, without giving effect to any other holdings of Common Stock acquired other than upon conversion of Preferred Shares, to hold an ownership interest in the Company of greater than 33 1/3% based on market capitalization or (ii) stand to receive, in a sale of Registrable Securities pursuant to such registration, gross proceeds of less than 95% of the Option Writer's cost basis in such Registrable Securities (which cost basis shall include the amount paid by Option Writer for the relevant Preferred Shares, plus accrued but unpaid dividends thereon). Notwithstanding the foregoing, in the first registration (unless clause (A)(ii) above applies, in which case the holders can withdraw from such first registration), the Selling Holders shall be obligated to sell Registrable Securities with an aggregate value of at least 1/3 of the aggregate value of the outstanding Preferred Shares (valued on an as converted basis) and Common Stock issued upon conversion of Preferred Shares.

(B) Selling Holders shall be entitled to a third registration if, at the time immediately preceding a sale in the second registration, such Selling Holders either (i) hold Preferred Shares which on an as converted basis would cause them, without giving effect to any other holdings of Common Stock acquired other than upon conversion of Preferred Shares, to hold an ownership interest in the Company of greater than 33 1/3% based on market capitalization or (ii) stand to receive, in a sale of Registrable Securities pursuant to such registration, gross proceeds of less than 90% of the Option Writer's cost basis in such Registrable Securities (which cost basis shall include the amount paid by Option Writer for the relevant Preferred Shares, plus accrued but unpaid dividends thereon). Notwithstanding the foregoing, in the second registration (unless clause (B)(ii) above applies, in which case the Selling Holders can withdraw from such second registration), the Selling Holders shall be obligated to sell Registrable Securities with an aggregate value of at least 1/3 of the aggregate value of the outstanding Preferred Shares (valued on an as converted basis) and Common Stock issued upon conversion of Preferred Shares.

(C) In any third registration, the Selling Holders shall be obligated to (i) sell all of the Common Stock that they then hold, (ii) convert all of the Preferred Shares that they then hold into Common Stock and sell such Common Stock (unless such Preferred Shares cannot be converted as set forth in the definition of Registrable Securities above, in which case clause
(C)(iii) below applies), (iii) sell all of the Preferred Shares that they then hold which cannot be converted and must therefore be registered in accordance with the definition of Registrable Securities above and (iv) sell all other securities that they then hold pursuant to Section 6.13 of the Option Agreement.

respect to which the holders thereof have the right to require the Company to register such securities in connection with any registration of securities to be offered by the Company ("Other Securities") requested to be included in such registration, such Registrable Securities and Other Securities to be included in such registration pro rata on the basis of the estimated gross proceeds from the sale thereof, and third, any other securities of the Company requested to be included in such registration. Requesting Holders who become subject to a reduction pursuant to this Section 3.2(b) in the amount of Registrable Securities to be included in a registration statement may elect not to sell such Registrable Securities in connection with such registration statement. There shall be no limit on the number or registrations that may be requested pursuant to this Section 3.2.

(b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement for such period as shall be required for the disposition of all such Registrable Securities, provided that such period shall not exceed ninety (90) days (such

period being referred to in this Agreement as the "Minimum Period");

(c) furnish to each seller of Registrable Securities covered by such registration statement such number of conformed copies of such registration statement and the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and of each such amendment and supplement thereto (in each case including all exhibits and documents incorporated by reference therein), such number of copies of the prospectus contained in such registration statement and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller may reasonably request;

(d) use its commercially reasonable efforts (i) to register or qualify all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such States when an exemption is not available and as the sellers of Registrable Securities covered by such registration statement shall reasonably request in writing, (ii) to keep such registration or qualification in effect for the Minimum Period and (iii) to take any other action which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the securities to be sold by such sellers, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction in which it would not, but for the requirements of this Section 3.3(d), be obligated to be so qualified or to consent to general service of process in any such jurisdiction;

(e) use its commercially reasonable efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other Federal or state governmental agencies or authorities as may be necessary to enable the seller or sellers of such Registrable Securities to consummate the disposition of such Registrable Securities;

(f) in the case of an underwritten or "best efforts" offering, furnish at the effective date of such registration statement to each Selling Holder a photocopy, and such Person's underwriters, if any, a signed counterpart, of:

(i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and

(ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement,

covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in

underwritten public offerings of securities;

(g) cause representatives of the Company to participate in any "road show" or "road shows" reasonably requested by any underwriter of an underwritten or "best efforts" offering of any Registrable Securities;

(i) use its commercially reasonable efforts to list the Registrable Securities covered by such registration statement with any national securities exchange on which securities of the same class as those requested to be included in such registration statement are then listed (or, if such securities are not listed on a national securities exchange but are quoted on The Nasdaq Stock Market, to include such shares for quotation therein);

(j) provide a transfer agent and registrar for all Registrable Securities to be registered under this Agreement, and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

(k) enter into such agreements (including an underwriting agreement as provided below, if applicable) and take all such other actions reasonably requested in order to expedite and facilitate the disposition of the Registrable Securities to be registered;

(1) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, including without limitation Section 11(a) of the Securities Act, and promptly furnish to each Selling Holder of Registrable Securities a copy of any amendment or supplement to the applicable registration statement or prospectus;

(m) notify each seller of Registrable Securities and the managing underwriter or agent, and confirm the notice in writing (a) when the registration statement, or any post-effective amendment to the registration statement, shall have become effective, or any supplement to the prospectus or any amendment to the prospectus shall have been filed, (b) of

the receipt of any comments from the Commission, (c) of any request of the Commission to amend the registration statement or amend or supplement the prospectus or for additional information and (d) of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus or of the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or of the institution or threatening of any proceedings for any such purposes;

(n) use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement at the earliest possible time;

(o) cooperate with the sellers of Registrable Securities and the managing underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities to be sold, and enable such Registrable Securities to be in such denominations and registered in such names as such sellers or the managing underwriter or agent, if any, may reasonably request;

(p) cause its subsidiaries and Affiliates to take all action necessary or advisable to effect the registration of the Registrable Securities contemplated hereby, including preparing the filing any required financial information; and

(q) use its commercially reasonable efforts to take all other steps necessary or advisable to effect the registration of the Registrable Securities contemplated hereby.

The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing in order to comply with Federal and applicable state securities laws.

Each seller of Registrable Securities agrees, by requesting registration thereof, that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.3(h), such holder shall immediately discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.3(h) and, if so directed by the Company, shall deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice.

underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each such holder and the underwriters and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and the furnishing of an opinion of counsel and "cold comfort" letters from the Company's independent certified public accountants. The holders of the Registrable Securities proposed to be distributed by such underwriters shall cooperate with the Company in the negotiation of, and shall be parties to, the underwriting agreement between the Company and such underwriters.

Notwithstanding the foregoing provisions of this Section 3.4(b), the Company need not include any Registrable Securities of any such Requesting Holder in an underwritten offering of the Company's securities under the circumstances contemplated by Section 3.2(b) above.

(a) The Company shall not be obligated to file any registration statement pursuant to Section 3.1 at any time if the Company would be required to include financial statements audited as of any date other than the end of its fiscal year.

(a) In the event of a registration of any Registrable Securities under the Securities Act pursuant to Section 3, the Company shall, and hereby does, indemnify and hold harmless, to the full extent permitted by law, each seller of Registrable Securities covered by such registration statement and each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such seller or any such underwriter within the meaning of the Securities Act, and their respective directors, officers, partners, members and agents, against any losses, claims, damages, liabilities and expenses whatsoever, as incurred, joint or several, to which such seller or underwriter or any such director, officer, partner, member, agent or controlling person may become subject under the Securities Act or otherwise including, without limitation, the reasonable fees and expenses paid in reasonable settlement of any litigation, or any investigation or proceeding by any government agency or body, commenced or threatened, or of any claim whatsoever, incurred in investigating, preparing or defending against any litigation or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of legal counsel (including those incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act pursuant to Section 3, any preliminary prospectus, summary prospectus or final prospectus contained therein, or any amendment or supplement thereof, arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in

(b) In the event of a registration of any Registrable Securities under the Securities Act pursuant to Section 3, each seller of Registrable Securities under such registration, severally and not jointly, shall, and hereby does, indemnify and hold harmless the Company, each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims damages or liabilities, joint or several, to which the Company or such officer, director, underwriter or controlling person may become subject under the Securities Act or otherwise, but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof), arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, made in reliance upon and in conformity with information pertaining to such seller of Registrable Securities furnished in writing to the Company by such seller of Registrable Securities specifically for use in such registration statement under which such Registrable Securities were registered under the Securities Act pursuant to Section 3, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, and shall pay or reimburse the Company and

counsel in connection with the assumption of legal defense or assertion of rights in accordance with the provision of the preceding sentence or (y) the indemnifying party fails to take reasonable steps necessary to diligently defend such claim within twenty (20) days after receiving notice from the indemnified party stating that the indemnified party believes the indemnifying party has failed to take such steps, in which case the indemnified party may assume its own defense and the indemnifying party shall be liable for reimbursement of all legal and other expenses of the indemnified party as incurred by the indemnified party. The parties shall cooperate in any such defense and give each other full access to all information relevant to such defense. The indemnifying party shall not be obligated to indemnify any party for any settlement entered into without the indemnifying party's prior written consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party, in the defense of any such claim or litigation against an indemnified party, shall consent to entry of any judgment or enter into any settlement which does not include an unconditional release by the claimant or plaintiff of such indemnified party from all liability in respect of such claim or litigation, unless such indemnified party shall otherwise consent in writing.

(e) Indemnification and contribution similar to that specified in the preceding subdivisions of this Section 3.7 (with appropriate modifications) shall be given by the Company and each seller of Registrable Securities with respect to any required registration or other

qualification of securities under any federal or state law or regulation of any governmental authority other than the Securities Act.

(f) The indemnification and contribution required by this Section 3.7 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred.

(a) The Company shall not be required to effect any registration of Registrable Securities pursuant to Section 3.2 if (i) it shall deliver to the holder or holders requesting such registration an opinion of reputable counsel to the effect that the Registrable Securities requested to be registered may be sold by such holder without restriction or limitation and without registration under the Securities Act, and (ii) the Company provides or has provided to the holders of such Registrable Securities certificates therefor which do not contain restrictive legends, as contemplated in Section 3.8.

(b) The Company shall not be required to effect any registration of Registrable Securities pursuant to this Agreement, if (i) the holder can resell such Registrable Securities without restriction or limitation and without registration under the Securities Act, and (ii) the Company provides or has provided to the holders of such Registrable Securities certificates therefor which do not contain restrictive legends, as contemplated in Section 3.8.

(a) make and keep public information available, as contemplated by Rule 144 under the Securities Act;

(b) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

(c) furnish to each holder of Registrable Securities promptly upon request (i) a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 of the Securities Act and the Exchange Act, (ii) copies of all SEC filings made by the Company within the previous one (1) year period and any press releases issued by the Company since the date of the last such filing and (iii) only in the event that Company securities cease to be listed on a national securities exchange, copies of all Rule 144A information with respect to the Company.

The obligations described in this Section 3.12 shall not apply to a registration relating solely to employee benefit plans on S-8 or similar forms which may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-14 or Form S-IS or similar forms which may be promulgated in the future. The Company may impose stop-transfer instructions with respect to securities subject to the restrictions in this
Section 3.12 until the end of such 180 day period.

7.1 if to Option Writer, addressed in the manner set forth in the Option Agreement, or at such other address as Option Writer shall have furnished to the Company in writing;

7.2 if to any other holder of Registrable Securities, at the address that such holder shall have furnished to the Company in writing, or, until any such other holder so furnishes to the Company an address, then to and at the address of the last holder of such Registrable Securities who has furnished an address to the Company; or

7.3 if to the Company, addressed to it in the manner set forth in the Option Agreement or at such other address as the Company shall have furnished to each holder of Registrable Securities at the time outstanding.

affect the meaning of the respective sections or paragraphs to which they apply.

13.1 The Company is not now a party to or otherwise bound by, any agreement or contract (whether written or oral) with respect to any of its securities which is inconsistent in any adverse respect with the registration rights granted by the Company pursuant to this Agreement.

13.2 The Company shall not at any time during the effectiveness of this Agreement grant to any other person(s) any rights with respect to the registration of any securities of the Company which have priority or are inconsistent in any adverse respect with the registration rights granted by the Company pursuant to this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their respective duly authorized officers as of the date first written above.

Horace Mann Educators Corporation

Swiss Re Financial Products Corporation