DECLARATION OF TRUST
DECLARATION OF TRUST, dated as of April 25, 2006, between TorchmarkCorporation, a Delaware corporation, as Sponsor, The Bank of New York (Delaware), a Delaware banking corporation, as Delaware trustee (the Delaware Trustee), and Michael Klyce, Larry Hutchinson and Gary Coleman, as regular trustees (theRegular Trustees and, collectively with the Delaware Trustee, the Trustees). The Sponsor and the Trustees hereby agree as follows:
1. The trust created hereby (the Trust) shall be known as Torchmark Capital Trust III, in which name the Trustees, or the Sponsor to the extent provided herein, may conduct the business of theTrust, make and execute contracts, and sue and be sued.
2. The Sponsor hereby assigns, transfers, conveys and sets over to the Trusteesthe sum of $10. The Trustees hereby acknowledge receipt of such amount in trust from the Sponsor, which amount shall constitute the initial trust estate. The Trustees hereby declare that they will hold the trust estate for the Sponsor. It is theintention of the parties hereto that the Trust created hereby constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. §§ 3801 et seq. (the Statutory TrustAct), and that this document constitute the governing instrument of the Trust. The Trustees are hereby authorized and directed to execute and file a certificate of trust in the office of the Secretary of State of the State of Delaware inaccordance with the provisions of the Statutory Trust Act. The Trust is hereby established by the Sponsor and the Trustees for the purposes of (i) issuing preferred securities (Preferred Securities) representing undivided beneficialinterests in the assets of the Trust in exchange for cash and investing the proceeds thereof in debt securities of the Sponsor, (ii) issuing and selling common securities (Common Securities and, together with the PreferredSecurities, Trust Securities) representing undivided beneficial interests in the assets of the Trust to the Sponsor in exchange for cash and investing the proceeds thereof in additional debt securities of the Sponsor and(iii) engaging in such other activities as are necessary, convenient or incidental thereto.
3. Concurrent with the first issuance ofany Trust Securities by the Trust, the Sponsor and the Trustees intend to enter into an amended and restated declaration of trust, satisfactory to each such party and substantially in the form to be included as an exhibit to the 1933 ActRegistration Statement referred to below at the time such registration statement becomes effective under the Securities Act of 1933, as amended (the Securities Act), to provide for the contemplated operation of the Trust created herebyand the issuance of the Preferred Securities and the Common Securities referred to therein. Prior to the execution and delivery of such amended and restated declaration of trust, the Trustees shall not have any duty or obligation hereunder or withrespect to the trust estate, except as otherwise required by applicable law or as may be necessary to obtain, prior to such execution and delivery, any licenses, consents or approvals required by applicable law or otherwise.
4. The Sponsor and the Trustees hereby authorize and direct the Sponsor, as the sponsor of the Trust, asapplicable, (i) to prepare and file with the Securities and Exchange Commission (the Commission) and execute, in each case on behalf of the Trust, (a) a Registration Statement on Form S-3 (the 1933 Act RegistrationStatement), including any pre-effective or post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration of the Preferred Securities under theSecurities Act and (b) a Registration Statement on Form 8-A (the 1934 Act Registration Statement) (including any pre-effective or post-effective amendments thereto) relating to the registration of the Preferred Securities underSection 12(b) of the Securities Exchange Act of 1934, as amended; (ii) to prepare and file with the New York Stock Exchange and execute a listing application and all other applications, statements, certificates, agreements and otherinstruments as shall be necessary or desirable to cause the Preferred Securities to be listed on the New York Stock Exchange; (iii) to prepare and file and execute, in each case on behalf of the Trust, such applications, reports, surety bonds,irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be necessary or desirable to register the Preferred Securities under the securities or blue sky laws of such jurisdictions asthe Sponsor, on behalf of the Trust, may deem necessary or desirable; and (iv) to negotiate the terms of, and execute on behalf of the Trust, an underwriting agreement among the Trust, the Sponsor and any underwriter, dealer or agent relatingto the Preferred Securities, substantially in the form to be included as an exhibit to, or incorporated by reference in, the 1933 Act Registration Statement. It is hereby acknowledged and agreed that in connection with any execution, filing ordocument referred to in clauses (i)-(iii) above, (A) any Regular Trustee (or his attorneys-in-fact and agents or the Sponsor as permitted herein) is authorized on behalf of the Trust to file and execute such document on behalf of the Trustand (B) the Delaware Trustee shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission or the New York Stock Exchange or state securitiesor blue sky laws, and in such case only to the extent so required. In connection with all of the foregoing, the Sponsor and each Regular Trustee, solely in its or his capacity as Trustee of the Trust, hereby constitutes and appoints Michael Klyce,Larry Hutchinson and Gary Coleman, and each of them, his, her or its, as the case may be, true and lawful attorneys-in-fact, and agents, with full power of substitution and resubstitution, for the Sponsor or such Trustee and in the Sponsors orsuch Trustees name, place and stead, in any and all capacities, to sign and file (i) the 1933 Act Registration Statement and the 1934 Act Registration Statement and any and all amendments (including post-effective amendments) orsupplements thereto, with all exhibits thereto, and other documents in connection therewith, and (ii) a registration statement and any and all amendments thereto filed pursuant to Rule 462(b) under the Securities Act with the Commission,granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fullyto all intents and purposes as the Sponsor or such Trustee might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, shall do or cause tobe done by virtue hereof.
5. This Declaration of Trust may be executed in one or more counterparts.
6. The number of Trustees initially shall be four (4) and thereafter the number of Trustees shall besuch number as shall be fixed from time to time by a written instrument signed by the Sponsor which may increase or decrease the number of Trustees; provided, however, that the number of Trustees shall in no event be less than four (4); andprovided, further, however, that to the extent required by the Statutory Trust Act, one Trustee shall either be a natural person who is a resident of the State of Delaware or, if not a natural person, an entity that has its principal place ofbusiness in the State of Delaware and meets any other requirements imposed by applicable law. Subject to the foregoing, the Sponsor is entitled to appoint or remove without cause any Trustee at any time. Any Trustee may resign upon thirty days priornotice to the Sponsor; provided, however, that the Delaware Trustee may resign immediately upon notice to the Sponsor if the Delaware Trustee is required to join in any filing or execute on behalf of the Trust any document pursuant to the provisionsof paragraph 4 hereof and, upon giving such notice, the Delaware Trustee shall not be required to join in any such filing or execute on behalf of the Trust any such document; provided, further, however, that no resignation of the Delaware Trusteeshall be effective until a successor Delaware Trustee has been appointed and has accepted such appointment by instrument executed by such successor Delaware Trustee and delivered to the Trust, the Sponsor and the resigning Delaware Trustee.
7. To the fullest extent permitted by applicable law, the Sponsor agrees to indemnify (i) the Delaware Trustee, (ii) anyaffiliate of the Delaware Trustee, and (iii) any officers, directors, shareholders, members, partners, employees, representatives, nominees, custodians or agents of the Delaware Trustee (each of the persons or entities in (i) through(iii) being referred to as an Indemnified Person) for, and to hold each Indemnified Person harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection withthe acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exerciseor performance of any of its powers or duties hereunder. The obligation to indemnify as set forth in this paragraph 7 shall survive the termination of this Declaration. The Delaware Trustee shall not have any of the powers or duties of the Trusteesset forth herein, except as required under the Statutory Trust Act. The Delaware Trustee shall be a Trustee of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807(a) of the Statutory Trust Act.
8. The Trust may terminate without issuing any Trust Securities at the election of the Sponsor.
9. This Declaration shall be governed, and construed in accordance with, by the laws of the State of Delaware, without regard to conflict of lawsprinciples.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Declaration of Trust to be duly executed as ofthe day and year first above written.
|TORCHMARK CORPORATION, as Sponsor|
|Title:||Vice President and Treasurer|
|THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee|
|Title:||Senior Vice President|
/s/ Michael Klyce
|Michael Klyce, as Regular Trustee|
/s/ Larry Hutchinson
|Larry Hutchinson, as Regular Trustee|
/s/ Gary Coleman
|Gary Coleman, as Regular Trustee|