8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 8, 2006 (June 8, 2006)

TORCHMARK CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	1-8052	63-0780404
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer ID No.)

3700 South Stonebridge Drive, McKinney, Texas 75070

(Address of principal executive offices)

Registrant’s telephone number, including area code: (972) 569-4000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On June 8, 2006, Torchmark Corporation (“Torchmark”) closed on the public offering of 4,800,000 7.100% trust preferred securities of Torchmark Capital Trust III (the “Trust”) at $25 per preferred security. The trust preferred securities were sold pursuant to an underwriting agreement (the “Underwriting Agreement”), dated as of June 1, 2006, among Torchmark, the Trust, and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Wachovia Capital Markets, LLC, as representatives of the several underwriters named on Schedule A thereto. The Underwriting Agreement is filed as Exhibit 1.1 to Torchmark’s Current Report on Form 8-K that was filed with the Securities and Exchange Commission on June 7, 2006.

Each preferred security of the Trust will pay cumulative cash distributions at an annual rate of 7.100%, payable quarterly in arrears commencing on September 1, 2006. The trust preferred securities are guaranteed (to the extent described in the prospectus supplement included in the registration statement described below) by Torchmark pursuant to a Preferred Securities Guarantee Agreement between Torchmark and The Bank of New York Trust Company, N.A., as the guarantee trustee. The proceeds from the sale of the trust preferred securities, together with the proceeds from the sale by the Trust to Torchmark of its common securities, were invested by the Trust in 7.100% junior subordinated debentures due June 1, 2046 issued by Torchmark pursuant to a Junior Subordinated Indenture dated November 2, 2001 (the “Indenture”). An Officer’s Certificate, dated June 8, 2006, executed under the Indenture, further establishes the terms of the junior subordinated debentures. The issuance of the trust preferred securities, the guarantee and the junior subordinated debentures have been registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3 (File Nos. 333-133646 and 333-133646-01).

In connection with the offering of the trust preferred securities, Torchmark and the Trust entered into various agreements, which are attached hereto as exhibits and incorporated herein by reference. The above description of these agreements is only a summary and is qualified in its entirety by reference to the documents attached as exhibits to this Current Report on Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

The documents filed herewith are incorporated by reference into Registration Statement on Form S-3, File Numbers 333-133646 and 333-133646-01.

Exhibit No.	Description
1.1	Underwriting Agreement dated June 1, 2006, among Torchmark, Torchmark Capital Trust III, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Wachovia Capital Markets LLC, as representatives of the several underwriters named on Schedule A thereto (incorporated by reference from Exhibit 1.1 to Form 8-K filed June 7, 2006)
4.1	Amended and Restated Declaration of Trust of Torchmark Capital Trust III, dated June 8, 2006.
4.2	Form of Trust Preferred Security (included in Exhibit 4.1)

Exhibit No.	Description
4.3	Junior Subordinated Indenture, dated November 2, 2001, between Torchmark Corporation and The Bank of New York, as trustee, as amended to appoint The Bank of New York Trust Company, N.A. as successor trustee, defining the rights of the 7.100% Junior Subordinated Debentures (incorporated by reference from Exhibit 4.3 to Form 8-K filed November 2, 2001)
4.4	Officer’s Certificate pursuant to the Junior Subordinated Indenture, dated June 8, 2006, establishing the terms of the 7.100% junior subordinated debentures.
4.5	Form of Junior Subordinated Debenture (included in Exhibit 4.4)
4.6	Preferred Securities Guarantee Agreement, dated June 8, 2006, between Torchmark and The Bank of New York Trust Company, N.A., as trustee, with respect to the trust preferred securities.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

	TORCHMARK CORPORATION
June 8, 2006	/s/    Carol A. McCoy
	Carol A. McCoy
	Vice President, Associate Counsel and Secretary

EX-4.1

Exhibit 4.1

AMENDED AND RESTATED DECLARATION

OF TRUST

TORCHMARK CAPITAL TRUST III

DATED AS OF JUNE 8, 2006

TABLE OF CONTENTS

		PAGE
	ARTICLE I
	INTERPRETATION AND DEFINITIONS
Section 1.1	Definitions.	1
	ARTICLE II
	TRUST INDENTURE ACT
Section 2.1	Trust Indenture Act: Application.	8
Section 2.2	Lists of Holders of Securities.	8
Section 2.3	Reports by The Property Trustee	9
Section 2.4	Periodic Reports to Property Trustee	9
Section 2.5	Evidence of Compliance With Conditions Precedent	9
Section 2.6	Events of Default; Waiver.	9
Section 2.7	Event of Default; Notice.	11
	ARTICLE III
	ORGANIZATION
Section 3.1	Name	12
Section 3.2	Office	12
Section 3.3	Purpose	12
Section 3.4	Authority	12
Section 3.5	Title to Property of the Trust	12
Section 3.6	Powers and Duties of the Regular Trustees	12
Section 3.7	Prohibition of Actions by the Trust and the Trustees.	15
Section 3.8	Powers and Duties of the Property Trustee.	16
Section 3.9	Certain Duties and Responsibilities of the Property Trustee.	18
Section 3.10	Certain Rights of Property Trustee.	20
Section 3.11	Delaware Trustee	22
Section 3.12	Execution of Documents	22
Section 3.13	Not Responsible For Recitals or Issuance of Securities	23
Section 3.14	Duration of Trust	23
Section 3.15	Mergers.	23
	ARTICLE IV
	SPONSOR
Section 4.1	Sponsor’s Purchase of Common Securities	24
Section 4.2	Responsibilities of the Sponsor	24

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	ARTICLE V
	TRUSTEES
Section 5.1	Number of Trustees; Appointment of Trustee	25
Section 5.2	Delaware Trustee	26
Section 5.3	Property Trustee; Eligibility.	26
Section 5.4	Certain Qualifications of Regular Trustees And Delaware Trustee Generally	27
Section 5.5	Regular Trustees.	27
Section 5.6	Appointment, Removal And Resignation of Trustees.	27
Section 5.7	Vacancies Among Trustees	28
Section 5.8	Effect of Vacancies	28
Section 5.9	Meetings	29
Section 5.10	Delegation of Power	29
Section 5.11	Merger, Conversion, Consolidation or Succession to Business	29
	ARTICLE VI
	DISTRIBUTIONS
Section 6.1	Distributions	30
	ARTICLE VII
	ISSUANCE OF SECURITIES
Section 7.1	General Provisions Regarding Securities.	30
Section 7.2	Subordination of Common Securities	30
Section 7.3	Execution And Authentication.	31
Section 7.4	Form And Dating	31
Section 7.5	Paying Agent	32
Section 7.6	Paying Agent to Hold Money in Trust	32
Section 7.7	Replacement Securities	32
Section 7.8	Outstanding Preferred Securities	33
Section 7.9	Cancellation	33
	ARTICLE VIII
	DISSOLUTION AND TERMINATION OF TRUST
Section 8.1	Dissolution and Termination of Trust.	33
Section 8.2	Liquidation Distribution upon Dissolution of the Trust.	34
	ARTICLE IX
	TRANSFER OF INTERESTS
Section 9.1	Transfer of Securities.	35
Section 9.2	Transfer of Certificates	36
Section 9.3	Deemed Security Holders	36
Section 9.4	Book Entry Interests.	36

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Section 9.5	Notices to Clearing Agency	38
Section 9.6	Appointment of Successor Clearing Agency	38
Section 9.7	Definitive Preferred Security Certificates Under Certain Circumstances.	38
Section 9.8	Mutilated, Destroyed, Lost or Stolen Certificates	39
	ARTICLE X
	LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS
Section 10.1	Liability.	40
Section 10.2	Exculpation.	40
Section 10.3	Fiduciary Duty.	40
Section 10.4	Indemnification.	41
Section 10.5	Outside Business	44
Section 10.6	Compensation; Fees.	44
	ARTICLE XI
	ACCOUNTING
Section 11.1	Fiscal Year	44
Section 11.2	Certain Accounting Matters.	45
Section 11.3	Banking	45
Section 11.4	Withholding	45
	ARTICLE XII
	AMENDMENTS AND MEETINGS
Section 12.1	Amendments	46
Section 12.2	Meetings of the Holders of Securities; Action by Written Consent.	48
	ARTICLE XIII
	REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE
Section 13.1	Representations and Warranties of Property Trustee	50
Section 13.2	Representations and Warranties of Delaware Trustee	50
	ARTICLE XIV
	MISCELLANEOUS
Section 14.1	Notices	51
Section 14.2	Governing Law	52
Section 14.3	Intention of the Parties	53
Section 14.4	Headings	53
Section 14.5	Successors and Assign	53

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Section 14.6	Partial Enforceability	53
Section 14.7	Counterparts	53
Section 14.8	Waiver of Jury Trial	53
Section 14.9	Force Majeure	53

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CROSS-REFERENCE TABLE*

Section of Trust Indenture Act of 1939, as amended	Section of Declaration
310(b)	5.3(c) & (d)
311(a)	2.2(b)
311(b)	2.2(b)
312(b)	2.2(b)
313	2.3
313(d)	2.3
314	2.4
314(a)	3.6(j)
314(c)	2.5
316(a)	2.6(a) - (c)
316(c)	3.6(e)
317(b)	7.5

* This Cross-Reference table does not constitute part of the Declaration and shall not affect the interpretation of any of its terms or provisions.

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AMENDED AND RESTATED DECLARATION

OF

TRUST OF TORCHMARK CAPITAL TRUST III

June 8, 2006

This AMENDED AND RESTATED DECLARATION OF TRUST (the “Declaration”) is dated and effective as of June 8, 2006, by the Trustees (as defined herein), the Sponsor (as defined herein) and by the Holders (as defined herein), from time to time, of undivided beneficial interests in the assets of the Trust to be issued pursuant to this Declaration.

WHEREAS, certain of the Trustees and the Sponsor established Torchmark Capital Trust III (the “Trust”), a trust under the Delaware Statutory Trust Act pursuant to a Declaration of Trust dated as of April 25, 2006 (the “Original Declaration”) and a Certificate of Trust filed with the Secretary of State of the State of Delaware on April 25, 2006 for the sole purpose of issuing and selling certain securities representing undivided beneficial interests in the assets of the Trust and investing the proceeds thereof in certain Debt Securities (as defined herein) of the Debt Security Issuer (as defined herein) and engaging in only those other activities necessary, advisable or incidental thereto;

WHEREAS, as of the date hereof, no interests in the Trust have been issued; and

WHEREAS, all of the Trustees and the Sponsor, by this Declaration, amend and restate each and every term and provision of the Original Declaration;

NOW, THEREFORE, it being the intention of the parties hereto to continue the Trust as a statutory trust under the Delaware Statutory Trust Act and that this Declaration constitutes the governing instrument of such statutory trust, the Trustees declare that all assets contributed to the Trust will be held in trust for the benefit of the Holders, from time to time, of the securities representing undivided beneficial interests in the assets of the Trust issued hereunder, subject to the provisions of this Declaration.

ARTICLE I

INTERPRETATION AND DEFINITIONS

Section 1.1 Definitions.

Unless the context otherwise requires:

(a) Capitalized terms used in this Declaration but not defined in the preamble above have the respective meanings assigned to them in this Section 1.1;

(b) a term defined anywhere in this Declaration has the same meaning throughout;

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(c) all references to “the Declaration” or “this Declaration” are to this Declaration as modified, supplemented or amended from time to time;

(d) all references in this Declaration to “Articles” and “Sections” and “Annexes” and “Exhibits” are to Articles and Sections of and Annexes and Exhibits of or to this Declaration unless otherwise specified;

(e) a term defined in the Trust Indenture Act has the same meaning when used in this Declaration unless otherwise defined in this Declaration or unless the context otherwise requires;

(f) a reference to the singular includes the plural and vice versa; and

(g) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Declaration as a whole and not to any particular Article, Section or other subdivision.

“Administrative Action” has the meaning specified in Annex I.

“Affiliate” has the same meaning as given to that term in Rule 405 of the Securities Act or any successor rule thereunder.

“Authorized Officer” of a Person means any Person that is authorized to bind such Person.

“Book Entry Interest” means a beneficial interest in a Global Certificate, ownership and transfers of which shall be maintained and made through book entries by a Clearing Agency as described in Section 9.4.

“Business Day” means any day other than a Saturday, Sunday or any other day on which banking institutions in the City of New York, New York are permitted or required by law to close.

“Certificate” means a Common Security Certificate or a Preferred Security Certificate.

“Clearing Agency” means an organization registered as a “Clearing Agency” pursuant to Section 17A of the Exchange Act that is acting as depositary for the Preferred Securities and in whose name or in the name of a nominee of that organization shall be registered a Global Certificate and which shall undertake to effect book entry transfers and pledges of the Preferred Securities.

“Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time the Clearing Agency effects book entry transfers and pledges of securities deposited with the Clearing Agency.

“Closing Date” means June 8, 2006.

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“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor legislation.

“Commission” means the Securities and Exchange Commission.

“Common Security” has the meaning specified in Section 7.1.

“Common Security Certificate” means a definitive certificate in fully registered form representing a Common Security substantially in the form of Exhibit A-2.

“Company Indemnified Person” means (a) any Regular Trustee; (b) any Affiliate of any Regular Trustee; (c) any officer, director, shareholder, member, partner, employee, representative or agent of any Regular Trustee; or (d) any officer, employee or agent of the Trust or its Affiliates.

“Corporate Trust Office” means an office of the Property Trustee at which the corporate trust business of the Property Trustee shall, at any particular time, be administered, which office at the date of execution of this Agreement is located at:

The Bank of New York Trust Company, N.A.

505 North 20th Street, Suite 950

Birmingham, Alabama 35203

Attention: Corporate Trust Administration

“Coupon Rate” has the meaning specified in Annex I.

“Covered Person” means: (a) any officer, director, shareholder, partner, member, representative, employee or agent of (i) the Trust or (ii) the Trust’s Affiliates; and (b) any Holder of Securities.

“Debenture Purchase Agreement” means the Debenture Purchase Agreement between the Debt Security Issuer and the Trust dated as of June 8, 2006, pursuant to which the Trust will purchase the Debt Securities from the Debt Security Issuer.

“Debt Securities” means the series of Debt Securities to be issued by the Debt Security Issuer under the Indenture to be held by the Property Trustee, a specimen certificate for such series of Debt Securities being attached hereto as Exhibit B.

“Debt Security Issuer” means Torchmark Corporation, a Delaware corporation, in its capacity as issuer of the Debt Securities under the Indenture.

“Debt Security Trustee” means The Bank of New York Trust Company, N.A., as trustee under the Indenture until a successor is appointed thereunder, and thereafter means such successor trustee.

“Declaration” has the meaning set forth in the recitals.

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“Definitive Preferred Security Certificates” has the meaning set forth in Section 9.4.

“Delaware Trustee” has the meaning set forth in Section 5.1.

“Depositary” has the meaning specified in Annex I.

“Direct Action” has the meaning specified in Section 3.8(e).

“Distribution” means a distribution payable to Holders of Securities in accordance with Section 6.1.

“DTC” means The Depository Trust Company, the initial Clearing Agency.

“Event of Default” in respect of the Securities means an Event of Default (as defined in the Indenture) that has occurred and is continuing in respect of the Debt Securities.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor legislation.

“Extension Period” has the meaning specified in Annex I.

“Fiscal Year” has the meaning set forth in Section 11.1.

“Fiduciary Indemnified Person” has the meaning set forth in Section 10.4(b).

“Global Certificate” has the meaning set forth in Section 9.4(a).

“Holder” means a Person in whose name a Security is registered, such Person being a beneficial owner within the meaning of the Statutory Trust Act.

“Indemnified Person” means each Company Indemnified Person and each Fiduciary Indemnified Person.

“Indenture” means the Indenture, dated as of November 2, 2001, between the Debt Security Issuer and The Bank of New York (as amended by the Agreement of Resignation, Appointment and Acceptance effective May 5, 2005 by and among the Debt Security Issuer, The Bank of New York and The Bank of New York Trust Company, N.A., as successor trustee, and an Officer’s Certificate dated June 8, 2006), or, if further amended or supplemented as provided therein, as so amended or supplemented or both, and shall include the forms and terms of a particular series of securities established as contemplated thereunder.

“Investment Company” means an investment company as defined in the Investment Company Act.

“Investment Company Act” means the Investment Company Act of 1940, as amended from time to time, or any successor legislation.

“Investment Company Event” has the meaning set forth in Annex I hereto.

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“Legal Action” has the meaning set forth in Section 3.6(g).

“Like Amount” means (a) with respect to a redemption of Securities having an aggregate Liquidation Amount equal to that portion of the principal amount of Debt Securities to be contemporaneously redeemed in accordance with the Indenture, allocated to the Common Securities and to the Preferred Securities based upon the then outstanding relative Liquidation Amounts of such classes, and (b) with respect to a distribution of Debt Securities to Holders of Securities in connection with a dissolution or liquidation of the Trust, Debt Securities having an aggregate principal amount equal to the aggregate Liquidation Amount of the Securities of the Holder to whom such Debt Securities are distributed.

“Liquidation” has the meaning specified in Section 8.2(a).

“Liquidation Amount” means the stated amount of $25.00 per Security.

“Liquidation Distribution” has the meaning specified in Section 8.2(a).

“List of Holders” has the meaning set forth in Section 2.2(a).

“Majority in liquidation amount of the Securities” means, except as provided in the terms of the Preferred Securities or by the Trust Indenture Act, Holder(s) of outstanding Securities voting together as a single class or, as the context may require, Holders of outstanding Preferred Securities or Holders of outstanding Common Securities voting separately as a class, who are the record owners of more than 50% of the aggregate liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accumulated and unpaid Distributions to the date upon which the voting percentages are determined) of all outstanding Securities of the relevant class.

“Ministerial Action” has the meaning set forth in the terms of the Securities as set forth in Annex I.

“Officers’ Certificate” means, with respect to the Trust, a certificate signed by two of the Regular Trustees, and with respect to Torchmark, a certificate signed by (a) the Chairman, Chief Executive Officer or any Vice President and (b) the Treasurer, Secretary, Assistant Treasurer or Assistant Secretary. Any Officers’ Certificate delivered with respect to compliance with a condition or covenant provided for in this Declaration shall include:

(a) a statement that each officer signing the Certificate has read the covenant or condition and the definitions relating thereto;

(b) a brief statement of the nature and scope of the examination or investigation undertaken by each officer in rendering the Certificate;

(c) a statement that each such officer has made such examination or investigation as, in such officer’s opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and

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(d) a statement as to whether, in the opinion of each such officer, such condition or covenant has been complied with.

“OID” has the meaning specified in Annex I.

“Original Declaration” has the meaning set forth in the recitals.

“Paying Agent” has the meaning specified in Section 7.5.

“Payment Amount” has the meaning set forth in Section 6.1.

“Person” means any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature.

“Preferred Securities Guarantee” means the guarantee agreement to be dated as of June 8, 2006, of the Sponsor in respect of the Preferred Securities.

“Preferred Security” has the meaning specified in Section 7.1.

“Preferred Security Beneficial Owner” means, with respect to a Book Entry Interest, a Person who is the beneficial owner of such Book Entry Interest, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).

“Preferred Security Certificate” means a certificate representing a Preferred Security substantially in the form of Exhibit A-1.

“Property Trustee” means the Trustee meeting the eligibility requirements set forth in Section 5.3.

“Property Trustee Account” has the meaning set forth in Section 3.8(c).

“Pro Rata” has the meaning specified in Annex I.

“Quorum” means a majority of the Regular Trustees or, if there are only two Regular Trustees, both of them.

“Redemption/Distribution Notice” has the meaning specified in Annex I.

“Redemption Price” has the meaning specified in Annex I.

“Regular Trustee” has the meaning set forth in Section 5.1.

“Related Party” means, with respect to the Sponsor, any direct or indirect wholly owned subsidiary of the Sponsor or any other Person that owns, directly or indirectly, 100% of the outstanding voting securities of the Sponsor.

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“Responsible Officer” means, with respect to the Property Trustee, any officer within the Corporate Trust Office of the Property Trustee, including any vice president, any assistant vice president, any assistant treasurer or other officer of the Corporate Trust Office of the Property Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of that officer’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Declaration.

“Securities” means the Common Securities and the Preferred Securities.

“Securities Act” means the Securities Act of 1933, as amended from time to time, or any successor legislation.

“Special Event” has the meaning set forth in Annex I hereto.

“Sponsor” or “Torchmark” means Torchmark Corporation, a Delaware corporation, or any successor entity in a merger, consolidation or amalgamation, in its capacity as sponsor of the Trust.

“Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., as it may be amended from time to time, or any successor legislation.

“Subscription Agreement” means the Subscription Agreement between Torchmark Corporation and the Trust dated as of June 8, 2006, pursuant to which the Trust will sell the Common Securities to Torchmark Corporation.

“Successor Delaware Trustee” has the meaning set forth in Section 5.6(b).

“Successor Entity” has the meaning set forth in Section 3.15(b).

“Successor Property Trustee” has the meaning set forth in Section 3.8(f)(ii).

“Successor Securities” has the meaning set forth in Section 3.15(b).

“Super Majority” has the meaning set forth in Section 2.6(a)(ii).

“Tax Event” has the meaning set forth in Annex I hereto.

“Tax Opinion” has the meaning set forth in Annex I hereto.

“Treasury Regulations” means the income tax regulations, including temporary and proposed regulations, promulgated under the Code by the United States Treasury.

“Trust” has the meaning set forth in the recitals.

“Trustee” or “Trustees” means each Person who has signed this Declaration as a trustee, so long as such Person shall continue in office in accordance with the terms hereof, and all other Persons who may from time to time be duly appointed, qualified and serving as Trustees in accordance with the provisions hereof, and references herein to a Trustee or the Trustees shall refer to such Person or Persons solely in their capacity as trustees hereunder.

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“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended from time to time, or any successor legislation.

“Trust Property” means (i) the Debt Securities, (ii) any cash on deposit in, or owing to, the Property Trustee Account and (iii) all proceeds and rights in respect of the foregoing to be held by the Property Trustee pursuant to the terms of this Declaration for the benefit of the Holders.

“25% in liquidation amount of the Securities” means, except as provided in the terms of the Preferred Securities or by the Trust Indenture Act, Holder(s) of outstanding Securities voting together as a single class or, as the context may require, Holders of outstanding Preferred Securities or Holders of outstanding Common Securities voting separately as a class, who are the record owners of 25% or more of the aggregate liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accumulated and unpaid Distributions to the date upon which the voting percentages are determined) of all outstanding Securities of the relevant class.

“Underwriting Agreement” means the Underwriting Agreement for the offering and sale of Preferred Securities in the form of Exhibit C.

ARTICLE II

TRUST INDENTURE ACT

Section 2.1 Trust Indenture Act: Application.

(a) This Declaration is subject to the provisions of the Trust Indenture Act that are required to be part of this Declaration and shall, to the extent applicable, be governed by such provisions.

(b) The Property Trustee shall be the only Trustee which is a Trustee for the purposes of the Trust Indenture Act.

(c) If, and to the extent that, any provision of this Declaration limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such duties imposed under the Trust Indenture Act shall control.

(d) The application of the Trust Indenture Act to this Declaration shall not affect the nature of the Securities as equity securities representing undivided beneficial interests in the assets of the Trust.

Section 2.2 Lists of Holders of Securities.

(a) Each of the Sponsor and the Regular Trustees on behalf of the Trust shall provide the Property Trustee a list in such form as the Property Trustee may

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reasonably require of the names and addresses of the Holders of the Securities (“List of Holders”) as of such record date, (i) within 14 days after each record date for payment of Distributions and (ii) at any other time, within 30 days of receipt by the Trust of a written request for a List of Holders as of a date no more than 14 days before such List of Holders is given to the Property Trustee. The Property Trustee shall preserve, in as current a form as is reasonably practicable, all information contained in the List of Holders given to it or which it receives in the capacity as Paying Agent (if acting in such capacity), PROVIDED THAT, the Property Trustee may destroy any List of Holders previously given to it on receipt of a new List of Holders.

(b) The Property Trustee shall comply with its obligations under Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.

Section 2.3 Reports by The Property Trustee. Within 60 days after May 15 of each year, the Property Trustee shall provide to the Holders of the Preferred Securities such reports as are required by Section 313 of the Trust Indenture Act, if any, in the form and in the manner provided by Section 313 of the Trust Indenture Act. The Property Trustee shall also comply with the requirements of Section 313(d) of the Trust Indenture Act.

Section 2.4 Periodic Reports to Property Trustee. Each of the Sponsor and the Regular Trustees on behalf of the Trust shall provide to the Property Trustee such documents, reports and information as required by Section 314 (if any) and the compliance certificate required by Section 314 of the Trust Indenture Act in the form, in the manner and at the times required by Section 314 of the Trust Indenture Act.

Delivery of such reports, information and documents to the Property Trustee is for informational purposes only and the Property Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Sponsor’s compliance with any of its covenants hereunder (as to which the Property Trustee is entitled to rely exclusively on Officers’ Certificates).

Section 2.5 Evidence of Compliance With Conditions Precedent. Each of the Sponsor and the Regular Trustees on behalf of the Trust shall provide to the Property Trustee such evidence of compliance with any conditions precedent, if any, provided for in this Declaration that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) of the Trust Indenture Act may be given in the form of an Officers’ Certificate.

Section 2.6 Events of Default; Waiver.

(a) The Holders of a Majority in liquidation amount of Preferred Securities may by vote on behalf of the Holders of all of the Preferred Securities, waive any past Event of Default in respect of the Preferred Securities and its consequences, PROVIDED THAT, if the underlying Event of Default under the Indenture:

(i) is not waivable under the Indenture, the Event of Default under the Declaration shall also not be waivable; or

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(ii) requires the consent or vote of greater than a majority in principal amount of the Holders of the Debt Securities (a “Super Majority”) to be waived under the Indenture, the Event of Default under the Declaration may only be waived by the vote of the Holders of at least the proportion in liquidation amount of the Preferred Securities that the relevant Super Majority represents of the aggregate principal amount of the Debt Securities outstanding.

The foregoing provisions of this Section 2.6(a) shall be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this Declaration and the Securities, as permitted by the Trust Indenture Act. Upon such waiver, any such default shall cease to exist, and any Event of Default with respect to the Preferred Securities arising therefrom shall be deemed to have been cured, for every purpose of this Declaration, but no such waiver shall extend to any subsequent or other default or an Event of Default with respect to the Preferred Securities or impair any right consequent thereon. Any waiver by the Holders of the Preferred Securities of an Event of Default with respect to the Preferred Securities shall also be deemed to constitute a waiver by the Holders of the Common Securities of any such Event of Default with respect to the Common Securities for all purposes of this Declaration without any further act, vote, or consent of the Holders of the Common Securities.

(b) The Holders of a Majority in liquidation amount of the Common Securities may, by vote, on behalf of the Holders of all of the Common Securities, waive any past Event of Default with respect to the Common Securities and its consequences, PROVIDED THAT, if the underlying Event of Default under the Indenture:

(i) is not waivable under the Indenture, except where the Holders of the Common Securities are deemed to have waived such Event of Default under the Declaration as provided below in this Section 2.6(b), the Event of Default under the Declaration shall also not be waivable; or

(ii) requires the consent or vote of a Super Majority to be waived, except where the Holders of the Common Securities are deemed to have waived such Event of Default under the Declaration as provided below in this Section 2.6(b), the Event of Default under the Declaration may only be waived by the vote of the Holders of at least the proportion in liquidation amount of the Common Securities that the relevant Super Majority represents of the aggregate principal amount of the Debt Securities outstanding;

PROVIDED FURTHER, that each Holder of Common Securities will be deemed to have waived any such Event of Default and all Events of Default with respect to the Common Securities and its consequences until all Events of Default with respect to the Preferred Securities have been cured, waived or otherwise eliminated, and until such Events of Default have been so cured, waived or otherwise eliminated, the Property Trustee shall act solely on behalf of the Holders of the Preferred Securities and only the Holders of the Preferred Securities will have the right to direct the Property Trustee to act in accordance with the terms of the Securities. The foregoing provisions of this Section 2.6(b) shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are hereby expressly excluded from this Declaration and the Securities, as

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permitted by the Trust Indenture Act. Subject to the foregoing provisions of this Section 2.6(b), upon such waiver, any such default shall cease to exist and any Event of Default with respect to the Common Securities arising therefrom shall be deemed to have been cured for every purpose of this Declaration, but no such waiver shall extend to any subsequent or other default or Event of Default with respect to the Common Securities or impair any right consequent thereon.

(c) A waiver of an Event of Default under the Indenture by the Property Trustee at the direction of the Holders of the Preferred Securities, constitutes a waiver of the corresponding Event of Default under this Declaration. The foregoing provisions of this Section 2.6(c) shall be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this Declaration and the Securities, as permitted by the Trust Indenture Act.

Section 2.7 Event of Default; Notice.

(a) The Property Trustee shall, within 90 days after the occurrence of an Event of Default actually known to a Responsible Officer of the Property Trustee, transmit by mail, first class postage prepaid, to the Holders of the Securities, notices of all such defaults with respect to the Securities unless such defaults have been cured or waived before the giving of such notice (the term “defaults” for the purposes of this Section 2.7(a) being hereby defined to be an Event of Default as defined in the Indenture, not including any periods of grace provided for therein and irrespective of the giving of any notice provided therein); PROVIDED THAT, except for a default in the payment of principal of (or premium, if any) or interest on any of the Debt Securities or in the payment of any sinking fund installment established for the Debt Securities, the Property Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of the Property Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of the Securities. Any such notice given pursuant to this Section 2.7(a) shall state that an Event of Default under the Indenture also constitutes an Event of Default under this Declaration.

(b) The Property Trustee shall not be deemed to have knowledge of any default except:

(i) a default under Sections 5.1(a) and 5.1(b) of the Indenture; or

(ii) any default as to which the Property Trustee shall have received written notice or of which a Responsible Officer of the Property Trustee charged with the administration of the Declaration shall have actual knowledge.

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ARTICLE III

ORGANIZATION

Section 3.1 Name. The Trust is named “Torchmark Capital Trust III” as such name may be modified from time to time by the Regular Trustees following written notice to the Holders of Securities and the other Trustees. The Trust’s activities may be conducted under the name of the Trust or any other name deemed advisable by the Regular Trustees.

Section 3.2 Office. The address of the principal office of the Trust is c/o Torchmark Corporation, 3700 South Stonebridge Drive, McKinney, Texas 75070. On at least ten Business Days written notice to the Holders of Securities, the Regular Trustees may designate another principal office.

Section 3.3 Purpose. The exclusive purposes and functions of the Trust are (a) to issue and sell Securities and use the proceeds from such sale to acquire the Debt Securities, (b) to distribute cash payments it receives from the Debt Security Issuer on the Debt Securities to the Holders of the Securities and (c) except as otherwise limited herein, to engage in only those other activities necessary, advisable or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, pledge any of its assets, or otherwise undertake (or permit to be undertaken) any activity that would cause the Trust not to be classified for United States federal income tax purposes as a grantor trust.

Section 3.4 Authority. Subject to the limitations provided in this Declaration and to the specific duties of the Property Trustee and the Sponsor, the Regular Trustees shall have exclusive and complete authority to carry out the purposes of the Trust. An action taken by the Regular Trustees in accordance with their powers shall constitute the act of and serve to bind the Trust and an action taken by the Property Trustee or the Sponsor on behalf of the Trust in accordance with its powers shall constitute the act of and serve to bind the Trust. In dealing with the Trustees or the Sponsor acting on behalf of the Trust, no person shall be required to inquire into the authority of the Trustees or the Sponsor to bind the Trust. Persons dealing with the Trust are entitled to rely conclusively on the power and authority of the Trustees and the Sponsor as set forth in this Declaration.

Section 3.5 Title to Property of the Trust. Except as provided in Section 3.8 with respect to the Debt Securities and the Property Trustee Account or as otherwise provided in this Declaration, legal title to all assets of the Trust shall be vested in the Trust. The Holders of Securities shall not have legal title to any part of the assets of the Trust, but shall have an undivided beneficial interest in the assets of the Trust.

Section 3.6 Powers and Duties of the Regular Trustees. The Regular Trustees shall have the power, duty and authority to cause the Trust to engage in the following activities:

(a) to issue and sell the Securities in accordance with this Declaration; PROVIDED, HOWEVER, that the Trust may issue no more than one series of Preferred Securities and no more than one series of Common Securities, and PROVIDED FURTHER, that

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there shall be no interests in the Trust other than the Securities, and the issuance of Securities shall be limited to a simultaneous issuance of both Preferred Securities and Common Securities on the Closing Date;

(b) in connection with the issue and sale of the Securities, at the direction of the Sponsor, to:

(i) execute and file with the Commission, at such time as determined by the Sponsor, a registration statement on Form S-3 prepared by the Sponsor, including any amendments thereto in relation to the Preferred Securities;

(ii) execute and file an application, prepared by the Sponsor, at such time as determined by the Sponsor, to the New York Stock Exchange or any other national stock exchange for listing, or quotation on an interdealer quotation system, of the Preferred Securities;

(iii) execute and deliver letters, documents, or instruments with The Depository Trust Company relating to the Preferred Securities;

(iv) execute and file with the Commission, at such time as determined by the Sponsor, a registration statement on Form 8-A, including any amendments thereto, prepared by the Sponsor relating to the registration of the Preferred Securities under Section 12(b) of the Exchange Act;

(v) execute and deliver for and on behalf of the Trust the Underwriting Agreement, the Subscription Agreement and other related agreements providing for the sale of the Securities;

(vi) execute and file any documents prepared by the Sponsor, or take any acts as determined by the Sponsor to be necessary in order to qualify or register all or part of the Preferred Securities in any State in which the Sponsor has determined to qualify or register such Preferred Securities for sale or resale, as the case may be; and

(vii) take all actions and perform such duties as may be required of the Regular Trustees to open checking, deposit or similar banking accounts as may be necessary in connection with the issuance and sale of the Securities;

(c) to acquire the Debt Securities with the proceeds of the sale of the Preferred Securities and the Common Securities and in connection therewith, to execute and deliver for and on behalf of the Trust, the Debenture Purchase Agreement and other related agreements; PROVIDED, HOWEVER, that the Regular Trustees shall cause legal title to the Debt Securities to be held of record in the name of the Property Trustee for the benefit of the Holders of the Preferred Securities and the Holders of Common Securities;

(d) to give the Sponsor and the Property Trustee prompt written notice of the occurrence of a Special Event; PROVIDED THAT the Regular Trustees shall consult with the Sponsor and the Property Trustee before taking or refraining from taking any Ministerial Action in relation to a Special Event;

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(e) to establish a record date with respect to all actions to be taken hereunder that require a record date be established, including and with respect to, for the purposes of Section 316(c) of the Trust Indenture Act, Distributions, voting rights, redemptions and exchanges, and to issue relevant notices to the Holders of Preferred Securities and Holders of Common Securities as to such actions and applicable record dates;

(f) to take all actions and perform such duties as may be required of the Regular Trustees pursuant to the terms of the Securities;

(g) to bring or defend, pay, collect, compromise, arbitrate, resort to legal action, or otherwise adjust claims or demands of or against the Trust (“Legal Action”), unless pursuant to Section 3.8(e), the Property Trustee has the exclusive power to bring such Legal Action;

(h) to employ or otherwise engage employees and agents (who may be designated as officers with titles) and managers, contractors, advisors and consultants, and pay reasonable compensation for such services;

(i) to cause the Trust to comply with the Trust’s obligations under the Trust Indenture Act;

(j) to give the certificate required by Section 314(a)(4) of the Trust Indenture Act to the Property Trustee, which certificate may be executed by any Regular Trustee;

(k) to incur expenses that are necessary or incidental to carry out any of the purposes of the Trust;

(l) to act as, or appoint another Person to act as, registrar, transfer agent, or Paying Agent for the Securities;

(m) to give prompt written notice to the Holders of the Securities of any notice received from the Debt Security Issuer of its election (i) to defer payments of interest on the Debt Securities by extending the interest payment period under the Indenture or (ii) to shorten the stated maturity of the Debt Securities pursuant to the Indenture;

(n) to execute and deliver all documents or instruments, perform all duties and powers, and do all things for and on behalf of the Trust in all matters necessary or incidental to the foregoing;

(o) to take all action that may be necessary or appropriate for the preservation and the continuation of the Trust’s valid existence, rights, franchises and privileges as a statutory trust under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Holders of the Preferred Securities or to enable the Trust to effect the purposes for which the Trust was created;

(p) to take any action, not inconsistent with this Declaration or with applicable law, that the Regular Trustees determine in their discretion to be necessary or desirable in carrying out the activities of the Trust as set out in this Section 3.6, including, but not limited to:

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(i) causing the Trust not to be deemed to be an Investment Company required to be registered under the Investment Company Act;

(ii) causing the Trust to be classified for United States federal income tax purposes as a grantor trust; and

(iii) cooperating with the Debt Security Issuer to ensure that the Debt Securities will be treated as indebtedness of the Debt Security Issuer for United States federal income tax purposes,

PROVIDED THAT such action does not adversely affect the interests of the Holders of the Securities or vary the terms of the Preferred Securities;

(q) to take all action necessary to cause all applicable tax returns and tax information reports that are required to be filed with respect to the Trust to be duly prepared and filed by the Regular Trustees, on behalf of the Trust;

(r) to take all actions and perform such duties as may be required of the Regular Trustees pursuant to Section 11.2 herein; and

(s) to the extent provided in this Declaration, to wind up the affairs of and liquidate the Trust and to prepare, execute and file the Certificate of Cancellation with the Secretary of State of the State of Delaware.

The Regular Trustees must exercise the powers set forth in this Section 3.6 in a manner that is consistent with the purposes and functions of the Trust set out in Section 3.3, and the Regular Trustees shall not take any action that is inconsistent with the purposes and functions of the Trust set forth in Section 3.3.

Subject to this Section 3.6, the Regular Trustees shall have none of the powers or the authority of the Property Trustee set forth in Section 3.8.

Any expenses incurred by the Regular Trustees pursuant to this Section 3.6 shall be reimbursed by the Sponsor.

The Trust initially appoints the Property Trustee as transfer agent and registrar for the Preferred Securities.

Section 3.7 Prohibition of Actions by the Trust and the Trustees.

(a) The Trust shall not, and the Trustees (including the Property Trustee) shall cause the Trust not to engage in any activity other than as required or authorized by this Declaration. In particular the Trust shall not and the Trustees (including the Property Trustee) shall cause the Trust not to:

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(i) invest any proceeds received by the Trust from holding the Debt Securities, but shall distribute all such proceeds to the Holders of Securities pursuant to the terms of this Declaration and of the Securities;

(ii) acquire any assets other than as expressly provided herein;

(iii) possess Trust property for other than a Trust purpose;

(iv) make any loans or incur any indebtedness or acquire any securities other than the Debt Securities;

(v) possess any power or otherwise act in such a way as to vary the Trust assets or the terms of the Securities in any way whatsoever, except as permitted by the terms of this Declaration;

(vi) issue any securities or other evidences of beneficial ownership of, or beneficial interest in, the Trust other than the Securities; or

(vii) other than as provided in this Declaration or Annex I hereto, (A) direct the time, method and place of exercising any trust or power conferred upon the Property Trustee with respect to the Debt Securities, (B) waive any past default that is not waivable under the Indenture, (C) exercise any right to rescind or annul any declaration that the principal of all the Debt Securities shall be due and payable, or (D) consent to any amendment, modification or termination of the Indenture or the Debt Securities where such consent shall be required, unless the Trust shall have received an opinion of counsel to the effect that such modification will not cause more than an insubstantial risk that (x) the Trust will be deemed an Investment Company required to be registered under the Investment Company Act or (y) the Trust will not be classified as a grantor trust for United States federal income tax purposes.

Section 3.8 Powers and Duties of the Property Trustee.

(a) The legal title to the Debt Securities shall be owned by and held of record in the name of the Property Trustee (acting in such capacity) for the benefit of the Trust and the Holders of the Securities. The right, title and interest of the Property Trustee to the Debt Securities shall vest automatically in each Person who may hereafter be appointed as Property Trustee in accordance with Section 5.6. Such vesting and cessation of title shall be effective whether or not conveyancing documents with regard to the Debt Securities have been executed and delivered.

(b) The Property Trustee shall not transfer its right, title and interest in the Debt Securities to the Regular Trustees or to the Delaware Trustee (if the Property Trustee does not also act as Delaware Trustee).

(c) The Property Trustee shall:

(i) establish and maintain a segregated non-interest bearing trust account (the “Property Trustee Account”) in the name of and under the exclusive control of the Property Trustee on behalf of the Holders of the Securities and, upon the receipt of payments

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of funds made in respect of the Debt Securities held by the Property Trustee (which payments include, but are not limited to, distributions made pursuant to the Guarantee), deposit such funds into the Property Trustee Account and make payments to the Holders of the Preferred Securities and Holders of the Common Securities from the Property Trustee Account in accordance with Section 6.1. Funds in the Property Trustee Account shall be held uninvested until disbursed in accordance with this Declaration. The Property Trustee Account shall be an account that is maintained with a banking institution the rating on whose long-term unsecured indebtedness is at least equal to the rating assigned to the Preferred Securities by a “nationally recognized statistical rating organization,” as that term is defined for purposes of Rule 436(g)(2) under the Securities Act;

(ii) engage in such ministerial activities as shall be necessary or appropriate to effect the redemption of the Preferred Securities and the Common Securities to the extent the Debt Securities are redeemed or mature;

(iii) engage in such ministerial activities as shall be necessary or appropriate to effect the distribution of the Trust Property in accordance with the terms of this Declaration; and

(iv) to the extent provided for in this Declaration, take such ministerial actions as are necessary in connection with the winding up of the affairs of and liquidation of the Trust and the preparation, execution and filing of the Certificate of Cancellation with the Secretary of State of the State of Delaware.

(d) The Property Trustee shall take all actions and perform such duties as may be specifically required of the Property Trustee pursuant to the terms of the Securities.

(e) The Property Trustee shall take any Legal Action which arises out of or in connection with either an Event of Default of which a Responsible Officer of the Property Trustee has actual knowledge or the Property Trustee’s duties and obligations under this Declaration or the Trust Indenture Act; PROVIDED HOWEVER, that if an Event of Default has occurred and is continuing and such event is attributable to the failure of the Debt Security Issuer to pay interest or principal on the Debt Securities on the date such interest or principal is otherwise payable (or in the case of redemption, on the redemption date), then a Holder of Preferred Securities may directly institute a proceeding for enforcement of payment to such Holder of the principal of or interest on the Debt Securities having a principal amount equal to the aggregate Liquidation Amount of the Preferred Securities of such Holder (a “Direct Action”) on or after the respective due date specified in the Debt Securities and, PROVIDED, FURTHER, that if the Property Trustee fails to enforce its rights under the Debt Securities, any Holder of Preferred Securities may institute a legal proceeding against any person to enforce the Property Trustee’s rights under the Debt Securities. In connection with such Direct Action, the rights of the Holders of the Common Securities will be subrogated to the rights of such Holder of Preferred Securities to the extent of any payment made by the Debt Security Issuer to such Holder of Preferred Securities in such Direct Action. Except as provided in the preceding sentences, the Holders of Preferred Securities will not be able to exercise directly any other remedy available to the holders of the Debt Securities.

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(f) The Property Trustee shall continue to serve as a Trustee until either:

(i) the Trust has been completely liquidated and the proceeds of the liquidation distributed to the Holders of Securities pursuant to the terms of the Securities; or

(ii) a successor Property Trustee has been appointed and has accepted the appointment of Property Trustee in accordance with Section 5.6 (a “Successor Property Trustee”).

(g) The Property Trustee shall have the legal power to exercise all of the rights, powers and privileges of a Holder of Debt Securities under the Indenture and, if an Event of Default actually known to a Responsible Officer of the Property Trustee occurs and is continuing, the Property Trustee shall, for the benefit of Holders of the Securities, enforce its rights as holder of the Debt Securities subject to the rights of the Holders pursuant to the terms of such Securities.

(h) Subject to this Section 3.8, the Property Trustee shall have none of the duties, liabilities, powers or the authority of the Regular Trustees set forth in Section 3.6. The Property Trustee must exercise the powers set forth in this Section 3.8 in a manner that is consistent with the purposes and functions of the Trust set out in Section 3.3, and the Property Trustee shall not take any action that is inconsistent with the purposes and functions of the Trust set out in Section 3.3.

Section 3.9 Certain Duties and Responsibilities of the Property Trustee.

(a) The Property Trustee, before the occurrence of any Event of Default and after the curing or waiving of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Declaration and no implied covenants shall be read into this Declaration against the Property Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6) of which a Responsible Officer of the Property Trustee has actual knowledge, the Property Trustee shall exercise such of the rights and powers vested in it by this Declaration, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(b) No provision of this Declaration shall be construed to relieve the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) prior to the occurrence of an Event of Default and after the curing or waiving of all such Events of Default that may have occurred:

(A) the duties and obligations of the Property Trustee shall be determined solely by the express provisions of this Declaration and the Property Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Declaration, and no implied covenants or obligations shall be read into this Declaration against the Property Trustee; and

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(B) in the absence of bad faith on the part of the Property Trustee, the Property Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Property Trustee and conforming to the requirements of this Declaration; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Property Trustee, the Property Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Declaration (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein);

(ii) the Property Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Property Trustee, unless it shall be proved that the Property Trustee was negligent in ascertaining the pertinent facts;

(iii) the Property Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or exercising any trust or power conferred upon the Property Trustee under this Declaration;

(iv) no provision of this Declaration shall require the Property Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Declaration or indemnity reasonably satisfactory to the Property Trustee against such risk or liability is not reasonably assured to it;

(v) the Property Trustee’s sole duty with respect to the custody, safe keeping and physical preservation of the Debt Securities and the Property Trustee Account shall be to deal with such property in a similar manner as the Property Trustee deals with similar property for its own account, subject to the protections and limitations on liability afforded to the Property Trustee under this Declaration and the Trust Indenture Act;

(vi) the Property Trustee shall have no duty or liability for or with respect to the value, genuineness, existence or sufficiency of the Debt Securities or the payment of any taxes or assessments levied thereon or in connection therewith;

(vii) the Property Trustee shall not be liable for any interest on any money received by it except as it may otherwise agree in writing with the Sponsor. Money held by the Property Trustee need not be segregated from other funds held by it except in relation to the Property Trustee Account maintained by the Property Trustee pursuant to Section 3.8(c)(i) and except to the extent otherwise required by law; and

(viii) the Property Trustee shall not be responsible for monitoring the compliance by the Regular Trustees or the Sponsor with their respective duties under this Declaration, nor shall the Property Trustee be liable for any default or misconduct of the Regular Trustees or the Sponsor.

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Section 3.10 Certain Rights of Property Trustee.

(a) Subject to the provisions of Section 3.9:

(i) the Property Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed, sent or presented by the proper party or parties (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein);

(ii) any direction or act of the Sponsor or the Regular Trustees acting on behalf of the Trust contemplated by this Declaration shall be sufficiently evidenced by an Officers’ Certificate;

(iii) whenever in the administration of this Declaration, the Property Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the Property Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and conclusively rely upon an Officers’ Certificate which, upon receipt of such request, shall be promptly delivered by the Sponsor or the Regular Trustees;

(iv) the Property Trustee shall have no duty to see to any recording, filing or registration of any instrument (including any financing or continuation statement or any filing under tax or securities laws) or any rerecording, refiling or reregistration thereof;

(v) the Property Trustee may consult with counsel of its selection or other experts and the advice or opinion of such counsel and experts with respect to legal matters or advice within the scope of such counsel or experts’ area of expertise shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion. Such counsel may be counsel to the Sponsor or any of its Affiliates, and may include any of its employees. The Property Trustee shall have the right at any time to seek instructions concerning the administration of this Declaration from any court of competent jurisdiction;

(vi) the Property Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Declaration at the request or direction of any Holder, unless such Holder shall have provided to the Property Trustee security and indemnity, reasonably satisfactory to the Property Trustee, against the fees, charges, costs, expenses (including attorneys’ fees and expenses and the expenses of the Property Trustee’s agents, nominees or custodians) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the Property Trustee, PROVIDED that nothing contained in this Section 3.10(a)(vi) shall be taken to

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(a) require the Holders of Preferred Securities to offer such indemnity in the event such Holders direct the Property Trustee to take any action it is empowered to take under this Declaration following an Event of Default or (b) relieve the Property Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Declaration;

(vii) the Property Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Property Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit but shall incur no additional liability of any kind by reason of such inquiry;

(viii) the Property Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians, nominees or attorneys and the Property Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

(ix) any action taken by the Property Trustee or its agents hereunder shall bind the Trust and the Holders of the Securities, and the signature of the Property Trustee or its agents alone shall be sufficient and effective to perform any such action and no third party shall be required to inquire as to the authority of the Property Trustee to so act or as to its compliance with any of the terms and provisions of this Declaration, both of which shall be conclusively evidenced by the Property Trustee’s or its agent’s taking such action;

(x) whenever in the administration of this Declaration the Property Trustee shall deem it desirable to receive written instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Property Trustee (i) may request written instructions from the Holders of the Securities which instructions may only be given by the Holders of the same proportion in liquidation amount of the Securities as would be entitled to direct the Property Trustee under the terms of the Securities in respect of such remedy, right or action, (ii) may refrain from enforcing such remedy or right or taking such other action until such instructions are received, and (iii) shall be protected in conclusively relying on or acting in accordance with such instructions;

(xi) except as otherwise expressly provided by this Declaration, the Property Trustee shall not be under any obligation to take any action that is discretionary under the provisions of this Declaration;

(xii) the Property Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Declaration;

(xiii) the Property Trustee shall not be deemed to have notice of any default or Event of Default unless a Responsible Officer of the Property Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default or Event of Default is received by the Property Trustee at the Corporate Trust Office of the Property Trustee, and such notice references the Preferred Securities and this Declaration;

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(xiv) in the event that direction from the Regular Trustees is required hereunder, the Property Trustee, at its option, may make application to the Regular Trustees for written instructions and any such application shall set forth in writing any action proposed to be taken or omitted by the Property Trustee under this Declaration and the date on and/or after which such action shall be taken or such omission shall be effective. The Property Trustee shall not be liable for any action taken by, or omission of, the Property Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days after the date any Regular Trustee actually receives such application, unless any such Regular Trustee shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Property Trustee shall have received written instructions in response to such application providing the directions required to be given hereunder;

(xv) in the event that the Property Trustee is also acting as authenticating agent, Paying Agent, transfer agent or security registrar, the rights, privileges, immunities, benefits and protections afforded to the Property Trustee pursuant to this Article 3 shall also be afforded to such authenticating agent, Paying Agent, transfer agent or security registrar and to each agent, custodian and other Person employed to act hereunder; and

(xvi) in no event shall the Property Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Property Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(b) No provision of this Declaration shall be deemed to impose any duty or obligation on the Property Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which the Property Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Property Trustee shall be construed to be a duty.

Section 3.11 Delaware Trustee. Notwithstanding any other provision of this Declaration other than Section 5.2, the Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities of the Regular Trustees, the Property Trustee or the Trustees generally (except as may be required under the Statutory Trust Act) described in this Declaration. Except as set forth in Section 5.2, the Delaware Trustee shall be a Trustee for the sole and limited purpose of fulfilling the requirements of Section 3807(a) of the Statutory Trust Act. No implied covenants or obligations shall be read into this Declaration against the Delaware Trustee.

Section 3.12 Execution of Documents. Unless otherwise determined by the Regular Trustees, and except as otherwise required by the Statutory Trust Act, any Regular Trustee is authorized to execute on behalf of the Trust any documents that the Regular Trustees

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have the power and authority to execute pursuant to Section 3.6; PROVIDED THAT the registration statement referred to in Section 3.6(b)(i), including any amendments thereto, shall, subject to Section 5.10, be signed by all of the Regular Trustees.

Section 3.13 Not Responsible For Recitals or Issuance of Securities. The recitals contained in this Declaration and the Securities shall be taken as the statements of the Sponsor, and the Trustees do not assume any responsibility for their correctness. The Trustees make no representations as to the value or condition of the property of the Trust or any part thereof. The Trustees make no representations as to the validity or sufficiency of this Declaration or the Securities.

Section 3.14 Duration of Trust. The Trust, unless terminated pursuant to the provisions of Article VIII hereof, shall have existence for forty (40) years from June 1, 2006.

Section 3.15 Mergers.

(a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any corporation or other body, except as described in Section 3.15(b) or (c).

(b) The Trust may, with the consent of the Regular Trustees or, if there are more than two, a majority of the Regular Trustees and without the consent of the Holders of the Securities, the Delaware Trustee or the Property Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as such under the laws of any State; PROVIDED that

(i) if the Trust is not the Survivor, such successor entity (the “Successor Entity”) either:

(A) expressly assumes all of the obligations of the Trust under the Securities; or

(B) substitutes for the Preferred Securities other securities having substantially the same terms as the Preferred Securities (the “Successor Securities”) so long as the Successor Securities rank the same as the Preferred Securities with respect to Distributions and payments upon liquidation, redemption and otherwise;

(ii) the Sponsor expressly acknowledges a trustee of the Successor Entity that possesses the same powers and duties as the Property Trustee as the record holder of the Debt Securities;

(iii) the Preferred Securities or any Successor Securities are listed, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or another organization on which the Preferred Securities are then listed;

(iv) such merger, consolidation, amalgamation or replacement does not cause the Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization;

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(v) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges of the Holders of the Securities (including any Successor Securities) in any material respect (other than with respect to any dilution of the Holders’ interest in the Successor Entity);

(vi) such Successor Entity has a purpose substantially identical to that of the Trust;

(vii) prior to such merger, consolidation, amalgamation or replacement, the Sponsor and the Property Trustee have received an opinion of independent counsel to the Trust experienced in such matters to the effect that:

(A) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges of the Holders of the Securities (including any Successor Securities) in any material respect (other than with respect to any dilution of the Holders’ interest in the Successor Entity); and

(B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor the Successor Entity will be required to register as an Investment Company; and

(C) following such merger, consolidation, amalgamation or replacement, the Trust (or the Successor Entity) will be classified as a grantor trust for United States federal income tax purposes; and

(viii) the Sponsor guarantees the obligations of the Successor Entity under the Successor Securities at least to the extent provided by the Preferred Securities Guarantee.

(c) Notwithstanding Section 3.15(b), the Trust shall not, except with the consent of Holders of 100% in liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it, if such consolidation, amalgamation, merger or replacement would cause the Trust or the Successor Entity to be classified as other than a grantor trust for United States federal income tax purposes.

ARTICLE IV

SPONSOR

Section 4.1 Sponsor’s Purchase of Common Securities. On the Closing Date, the Sponsor will purchase all of the Common Securities issued by the Trust, in an amount at least equal to 3% of the capital of the Trust, at the same time as the Preferred Securities are sold.

Section 4.2 Responsibilities of the Sponsor. In connection with the issue and sale of the Preferred Securities, the Sponsor shall have the right and responsibility to engage in the following activities:

(a) prepare for filing by the Trust with the Commission a registration statement on Form S-3 in relation to the Securities, including any amendments thereto;

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(b) prepare for execution and filing by the Trust of an application, prepared by the Sponsor, at such time as determined by the Sponsor, to the New York Stock Exchange or any other national stock exchange for listing, or quotation on an interdealer quotation system, of the Preferred Securities;

(c) prepare for execution and filing by the Trust of documents or instruments to be delivered to The Depository Trust Company relating to the Preferred Securities;

(d) prepare for execution and filing by the Trust of a registration statement on Form 8-A, including any amendments thereto, prepared by the Sponsor relating to the registration of the Preferred Securities under Section 12(b) of the Exchange Act;

(e) determine the States in which to take appropriate action to qualify or register for sale all or part of the Preferred Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such States; and

(f) negotiate the terms of, and execute and deliver for and on behalf of the Trust, the Underwriting Agreement providing for the sale of the Preferred Securities.

ARTICLE V

TRUSTEES

Section 5.1 Number of Trustees; Appointment of Trustee. The number of Trustees initially shall be five (5), consisting of three (3) Regular Trustees, the Delaware Trustee and the Property Trustee and:

(a) at any time before the issuance of any Securities, the Sponsor may, by written instrument, increase or decrease the number of Trustees; and

(b) after the issuance of any Securities, the number of Trustees may be increased or decreased by vote of the Holders of a Majority in liquidation amount of the Common Securities voting as a class at a meeting of the Holders of the Common Securities;

PROVIDED, HOWEVER, that the number of Trustees shall in no event be less than two (2); PROVIDED FURTHER, that (i) one Trustee, in the case of a natural person, shall be a person who is a resident of the State of Delaware or that, if not a natural person, is an entity which has its principal place of business in the State of Delaware (the “Delaware Trustee”); (ii) there shall be at least one Trustee who is an employee of, or is affiliated with, the Sponsor (a “Regular Trustee”); and (iii) one Trustee shall be the Property Trustee, and such Trustee may also serve as Delaware Trustee if it meets the applicable requirements.

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Section 5.2 Delaware Trustee. If required by the Statutory Trust Act, one Trustee shall be:

(a) a natural person who is a resident of the State of Delaware; or

(b) if not a natural person, an entity which has its principal place of business in the State of Delaware, and otherwise meets the requirements of applicable law;

PROVIDED THAT, if the Property Trustee has its principal place of business in the State of Delaware and otherwise meets the requirements of applicable law, then the Property Trustee shall also be the Delaware Trustee and Sections 3.11 shall have no application.

(c) The Initial Delaware Trustee shall be: The Bank of New York (Delaware).

Section 5.3 Property Trustee; Eligibility.

(a) There shall at all times be one Trustee which shall act as Property Trustee which shall:

(i) not be an Affiliate of the Sponsor; and

(ii) be a corporation organized and doing business under the laws of the United States of America or any State or Territory thereof or of the District of Columbia, or a corporation or Person permitted by the Commission to act as an institutional trustee under the Trust Indenture Act, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least 50 million U.S. dollars ($50,000,000), and subject to supervision or examination by federal, state, territorial or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to above, then for the purposes of this Section 5.3(a)(ii), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

(b) If at any time the Property Trustee shall cease to be eligible to so act under Section 5.3(a), the Property Trustee shall immediately resign in the manner and with the effect set forth in Section 5.6(c).

(c) If the Property Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Property Trustee and the Holder of the Common Securities (as if it were the obligor referred to in Section 310(b) of the Trust Indenture Act) shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.

(d) The Preferred Securities Guarantee shall be deemed to be specifically described in this Declaration for purposes of clause (i) of the first provision contained in Section 310(b) of the Trust Indenture Act.

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(e) The initial Property Trustee shall be: The Bank of New York Trust Company, N.A.

Section 5.4 Certain Qualifications of Regular Trustees And Delaware Trustee Generally. Each Regular Trustee and the Delaware Trustee (unless the Property Trustee also acts as Delaware Trustee) shall be either a natural person who is at least 21 years of age or a legal entity that shall act through one or more Authorized Officers.

Section 5.5 Regular Trustees.

(a) The initial Regular Trustees shall be Michael J. Klyce, Larry M. Hutchison and Gary L. Coleman.

(b) Except as expressly set forth in this Declaration and except if a meeting of the Regular Trustees is called with respect to any matter over which the Regular Trustees have power to act, any power of the Regular Trustees may be exercised by, or with the consent of, any one such Regular Trustee.

Section 5.6 Appointment, Removal And Resignation of Trustees.

(a) Subject to Section 5.6(b), Trustees may be appointed or removed without cause at any time:

(i) until the issuance of any Securities, by written instrument executed by the Sponsor;

(ii) after the issuance of any Securities, by vote of the Holders of a Majority in liquidation amount of the Common Securities voting as a class at a meeting of the Holders of the Common Securities; and

(iii) if an Event of Default under the Indenture has occurred and is continuing in respect of the Debt Securities, then only the Holders of a majority in Liquidation Amount of the outstanding Preferred Securities may approve the removal and replacement of the Trustee that acts as Delaware Trustee and the Trustee that acts as the Property Trustee.

(b) (i) The Trustee that acts as Property Trustee shall not be removed in accordance with Section 5.6(a) until a Successor Property Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Property Trustee and delivered to the Regular Trustees and the Sponsor;

(ii) the Trustee that acts as Delaware Trustee shall not be removed in accordance with Section 5.6(a) until a successor Trustee possessing the qualifications to act as Delaware Trustee under Sections 5.2 and 5.4 (a “Successor Delaware Trustee”) has been appointed and has accepted such appointment by written instrument executed by such Successor Delaware Trustee and delivered to the Regular Trustees and the Sponsor; and

(c) A Trustee appointed to office shall hold office until his successor shall have been appointed or until his death, removal or resignation. Any Trustee may resign

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from office (without need for prior or subsequent accounting) by an instrument in writing signed by the Trustee and delivered to the Sponsor and the Trust, which resignation shall take effect upon such delivery or upon such later date as is specified therein; PROVIDED, HOWEVER, that:

(i) No such resignation of the Trustee that acts as the Property Trustee shall be effective:

(A) until a Successor Property Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Property Trustee and delivered to the Trust, the Sponsor and the resigning Property Trustee; or

(B) until the assets of the Trust have been completely liquidated and the proceeds thereof distributed to the holders of the Securities; and

(ii) No such resignation of the Trustee that acts as the Delaware Trustee shall 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.

(d) The Holders of the Common Securities shall use their best efforts to promptly appoint a Successor Delaware Trustee or Successor Property Trustee as the case may be if the Property Trustee or the Delaware Trustee delivers an instrument of resignation in accordance with this Section 5.6.

(e) If no Successor Property Trustee or Successor Delaware Trustee shall have been appointed and accepted appointment as provided in this Section 5.6 within 60 days after delivery of an instrument of resignation or removal, the Property Trustee or Delaware Trustee resigning or being removed, as applicable, at the expense of the Sponsor may petition any court of competent jurisdiction for appointment of a Successor Property Trustee or Successor Delaware Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Property Trustee or Successor Delaware Trustee, as the case may be.

(f) No Property Trustee or Delaware Trustee shall be liable for the acts or omissions to act of any Successor Property Trustee or Successor Delaware Trustee, as the case may be.

Section 5.7 Vacancies Among Trustees. If a Trustee ceases to hold office for any reason and the number of Trustees is not reduced pursuant to Section 5.1, or if the number of Trustees is increased pursuant to Section 5.1, a vacancy shall occur. A resolution certifying the existence of such vacancy by the Regular Trustees or, if there are more than two, a majority of the Regular Trustees shall be conclusive evidence of the existence of such vacancy. The vacancy shall be filled with a Trustee appointed in accordance with Section 5.6.

Section 5.8 Effect of Vacancies. The death, resignation, retirement, removal, bankruptcy, dissolution, liquidation, incompetence or incapacity to perform the duties of a Trustee shall not operate to dissolve, terminate or annul the Trust. Whenever a vacancy in the

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number of Regular Trustees shall occur, until such vacancy is filled by the appointment of a Regular Trustee in accordance with Section 5.6, the Regular Trustees in office, regardless of their number, shall have all the powers granted to the Regular Trustees and shall discharge all the duties imposed upon the Regular Trustees by this Declaration.

Section 5.9 Meetings. If there is more than one Regular Trustee, meetings of the Regular Trustees shall be held from time to time upon the call of any Regular Trustee. Regular meetings of the Regular Trustees may be held at a time and place fixed by resolution of the Regular Trustees. Notice of any in-person meetings of the Regular Trustees shall be hand delivered or otherwise delivered in writing (including by facsimile, with a hard copy by overnight courier) not less than 48 hours before such meeting. Notice of any telephonic meetings of the Regular Trustees or any committee thereof shall be hand delivered or otherwise delivered in writing (including by facsimile, with a hard copy by overnight courier) not less than 24 hours before a meeting. Notices shall contain a brief statement of the time, place and anticipated purposes of the meeting. The presence (whether in person or by telephone) of a Regular Trustee at a meeting shall constitute a waiver of notice of such meeting except where a Regular Trustee attends a meeting for the express purpose of objecting to the transaction of any activity on the ground that the meeting has not been lawfully called or convened. Unless provided otherwise in this Declaration, any action of the Regular Trustees may be taken at a meeting by vote of a majority of the Regular Trustees present (whether in person or by telephone) and eligible to vote with respect to such matter, provided that a Quorum is present, or without a meeting by the unanimous written consent of the Regular Trustees. In the event there is only one Regular Trustee, any and all action of such Regular Trustee shall be evidenced by a written consent of such Regular Trustee.

Section 5.10 Delegation of Power. A Regular Trustee may, by power of attorney consistent with applicable law, delegate to any other natural person over the age of 21 his or her power for the purposes of executing any documents contemplated in Section 3.6, including any registration statement or amendment thereto filed with the Commission, or making any other governmental filing.

The Regular Trustees shall have power to delegate from time to time to such of their number or to officers of the Trust the doing of such things and the execution of such instruments either in the name of the Trust or the names of the Regular Trustees or otherwise as the Regular Trustees may deem expedient, to the extent such delegation is not prohibited by applicable law or contrary to the provisions of the Trust, as set forth herein.

Section 5.11 Merger, Conversion, Consolidation or Succession to Business. Any Person into which the Property Trustee or the Delaware Trustee, as the case may be, may be merged or converted or with which either may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Property Trustee or the Delaware Trustee, as the case may be, shall be a party, or any Person succeeding to all or substantially all the corporate trust business of the Property Trustee or the Delaware Trustee, as the case may be, shall be the successor of the Property Trustee or the Delaware Trustee, as the case may be, hereunder, provided such Person shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto.

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ARTICLE VI

DISTRIBUTIONS

Section 6.1 Distributions. Holders of Securities shall receive Distributions (as defined herein) in accordance with the applicable terms of the relevant Holder’s Securities. Distributions shall be made on the Preferred Securities and the Common Securities in accordance with the preferences set forth in their respective terms. If and to the extent that the Debt Security Issuer makes a payment of interest (including Compound Interest (as defined in the Indenture, if applicable) and Additional Interest (as defined in the Indenture, if applicable)), premium and/or principal on the Debt Securities held by the Property Trustee (the amount of any such payment being a “Payment Amount”), the Property Trustee shall and is directed, to the extent funds are available for that purpose, to make a distribution (a “Distribution”) of the Payment Amount to Holders.

ARTICLE VII

ISSUANCE OF SECURITIES

Section 7.1 General Provisions Regarding Securities.

(a) The Regular Trustees shall on behalf of the Trust issue one class of Preferred Securities representing undivided beneficial interests in the assets of the Trust having such terms as are set forth in Annex I (the “Preferred Securities”) and one class of Common Securities representing undivided beneficial interests in the assets of the Trust having such terms as are set forth in Annex I (the “Common Securities”). The Trust shall issue no securities or other interests in the assets of the Trust other than the Preferred Securities and the Common Securities. The issuance of the Preferred Securities and the Common Securities will not be subject to any preemptive rights of any Person.

(b) The consideration received by the Trust for the issuance of the Securities shall constitute a contribution to the capital of the Trust and shall not constitute a loan to the Trust.

(c) Upon issuance of the Securities as provided in this Declaration, the Securities so issued shall be deemed to be validly issued, fully paid and (subject to Section 10.1) non-assessable.

(d) Every Person, by virtue of having become a Holder or a Preferred Security Beneficial Owner in accordance with the terms of this Declaration, shall be deemed to have expressly assented and agreed to the terms of, and shall be bound by, this Declaration and the Preferred Securities Guarantee.

Section 7.2 Subordination of Common Securities. Payment of Distributions on, and the redemption price of the Preferred Securities and Common Securities, as applicable, will be made Pro Rata based on the liquidation amount of such Preferred Securities and Common Securities. However, if on any date on which a Distribution is to be made, or any Redemption

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Date, an Event of Default or an event of default under the Preferred Securities Guarantee has occurred and is continuing, no payment of any Distribution on, or Redemption Price of, any of the Common Securities, and no other payment on account of the redemption, liquidation or other acquisition of such Common Securities shall be made unless payment in full in cash of all accumulated and unpaid Distributions on all the outstanding Preferred Securities for all Distribution periods terminating on or prior thereto, or in the case of payment of the Redemption Price the full amount of such Redemption Price on all the outstanding Preferred Securities then called for redemption, shall have been made or provided for, and all funds available to the Property Trustee shall first be applied to the payment in full in cash of all Distributions on, or the Redemption Price of, the Preferred Securities then due and payable.

Section 7.3 Execution And Authentication.

(a) The Certificates shall be signed on behalf of the Trust by a Regular Trustee. In case any Regular Trustee of the Trust who shall have signed any of the Securities shall cease to be such Regular Trustee before the Certificates so signed shall be delivered by the Trust, such Certificates nevertheless may be delivered as though the person who signed such Certificates had not ceased to be such Regular Trustee; and any Certificate may be signed on behalf of the Trust by such persons who, at the actual date of execution of such Security, shall be the Regular Trustees of the Trust, although at the date of the execution and delivery of the Declaration any such person was not such a Regular Trustee.

(b) One Regular Trustee shall sign the Certificates for the Trust by manual or facsimile signature.

A Preferred Security shall not be valid until authenticated by the manual signature of an authorized signatory of the Property Trustee. The signature shall be conclusive evidence that the Preferred Security has been authenticated under this Declaration.

Upon a written order of the Trust signed by one Regular Trustee, the Property Trustee shall authenticate the Preferred Securities for original issue.

The Property Trustee may appoint an authenticating agent acceptable to the Trust to authenticate Preferred Securities. An authenticating agent may authenticate Preferred Securities whenever the Property Trustee may do so. Each reference in this Declaration to authentication by the Property Trustee includes authentication by such agent. An authenticating agent has the same rights as the Property Trustee to deal with the Trust, the Sponsor or an Affiliate.

Section 7.4 Form And Dating. The Preferred Securities and the Property Trustee’s certificate of authentication shall be substantially in the form of Exhibit A-1 and the Common Securities shall be substantially in the form of Exhibit A-2, each of which is hereby incorporated in and expressly made a part of this Declaration. Certificates may be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Regular Trustees, as evidenced by their execution thereof. The Securities may have letters, numbers, notations, other marks of identification or designation or other changes or additions thereto or deletions therefrom as may be required by ordinary usage, custom or practice and such

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legends or endorsements required by law, stock exchange rule and agreements to which the Trust is subject, if any (provided that any such notation, legend or endorsement is in a form acceptable to the Trust). The Trust at the direction of the Sponsor shall furnish any such legend not contained in Exhibit A-1 to the Property Trustee in writing. Each Preferred Security Certificate shall be dated the date of its authentication. The terms and provisions of the Securities set forth in Annex I and the forms of Securities set forth in Exhibits A-1 and A-2 are part of the terms of this Declaration and, to the extent applicable, the Property Trustee and the Sponsor, by their execution and delivery of this Declaration, expressly agree to such terms and provisions and to be bound thereby.

Section 7.5 Paying Agent. The Trust shall maintain in the Borough of Manhattan, City of New York, State of New York, an office or agency where Preferred Securities not held in book-entry only form may be presented for payment (“Paying Agent”). Any such Paying Agent shall comply with Section 317(b) of the Trust Indenture Act. The Trust may appoint the Paying Agent and may appoint one or more additional paying agents in such other locations as it shall determine. The term “Paying Agent” includes any additional paying agent. The Trust may change any Paying Agent without prior notice to any Holder. Any Paying Agent may be removed by the Regular Trustees at any time and a successor Paying Agent may be appointed at any time by the Regular Trustees. The Paying Agent may resign upon 30 days written notice to the Regular Trustees. The Trust shall notify the Property Trustee in writing of the name and address of any Paying Agent not a party to this Declaration. If the Trust fails to appoint or maintain another entity as Paying Agent, the Property Trustee shall act as such. The Trust or any of its Affiliates may act as Paying Agent. The Property Trustee shall initially act as Paying Agent for the Preferred Securities and the Common Securities.

Section 7.6 Paying Agent to Hold Money in Trust. The Trust shall require each Paying Agent other than the Property Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Property Trustee all money held by the Paying Agent for the payment of liquidation amounts or Distributions, and will notify the Property Trustee if there are insufficient funds for such purpose. While any such insufficiency continues, the Property Trustee may require a Paying Agent to pay all money held by it to the Property Trustee. The Trust at any time may require a Paying Agent to pay all money held by it to the Property Trustee and to account for any money disbursed by it. Upon payment over to the Property Trustee, the Paying Agent (if other than the Trust or an Affiliate of the Trust) shall have no further liability for the money. If the Trust or the Sponsor or an Affiliate of the Trust or the Sponsor acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent.

Section 7.7 Replacement Securities. If a Holder claims that a Security owned by it has been lost, destroyed or wrongfully taken or if such Security is mutilated and is surrendered to the Trust or in the case of the Preferred Securities to the Property Trustee, the Trust shall issue and the Property Trustee shall, upon written order of the Trust, authenticate a replacement Security if the Property Trustee’s and the Trust’s requirements, as the case may be are met. An indemnity bond must be provided by the Holder which, in the judgment of the Property Trustee and the Sponsor, is sufficient to protect the Trustees, the Sponsor, the Trust or any authenticating agent from any loss which any of them may suffer if a Security is replaced. The Trust may charge such Holder for its expenses in replacing a Security.

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Section 7.8 Outstanding Preferred Securities. The Preferred Securities outstanding at any time are all the Preferred Securities authenticated by the Property Trustee except for those cancelled by it, those delivered to it for cancellation, and those described in this Section as not outstanding.

If a Preferred Security is replaced pursuant to Section 7.7 hereof, it ceases to be outstanding unless the Property Trustee receives proof satisfactory to it that the replaced Preferred Security is held by a bona fide purchaser.

If Preferred Securities are considered paid in accordance with the terms of this Declaration, they cease to be outstanding and Distributions on them shall cease to accumulate.

A Preferred Security does not cease to be outstanding because one of the Trustee, the Sponsor or an Affiliate of the Sponsor holds the Security.

Section 7.9 Cancellation. The Trust at any time may deliver Preferred Securities to the Property Trustee for cancellation. The Paying Agent shall forward to the Property Trustee any Preferred Securities surrendered to it. The Property Trustee shall promptly cancel all Preferred Securities surrendered and shall dispose of cancelled Preferred Securities in accordance with its customary procedures unless the Trust otherwise directs. The Trust may not issue new Preferred Securities to replace Preferred Securities that it has paid or that have been delivered to the Property Trustee for cancellation.

ARTICLE VIII

DISSOLUTION AND TERMINATION OF TRUST

Section 8.1 Dissolution and Termination of Trust.

(a) The Trust shall dissolve:

(i) upon the bankruptcy of the Sponsor or the Holder of the Common Securities;

(ii) upon the filing of a certificate of dissolution or its equivalent with respect to the Sponsor or the Holder of the Common Securities; or the revocation of the Sponsor’s charter or the charter of the Holder of the Common Securities and the expiration of 90 days after the date of revocation without a reinstatement thereof;

(iii) upon the entry of a decree of judicial dissolution of the Sponsor, the Trust or the Holder of the Common Securities;

(iv) when all of the Securities shall have been called for redemption and the amounts necessary for redemption thereof shall have been paid to the Holders in accordance with the terms of the Securities;

(v) upon the occurrence and continuation of a Special Event pursuant to which the Trust shall be dissolved in accordance with the terms of the Securities

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following which, after satisfaction of liabilities to creditors of the Trust as provided by applicable law (including, without limitation, by paying or making reasonable provision to pay all claims and obligations of the Trust in accordance with Section 3808(e) of the Statutory Trust Act), all of the Debt Securities held by the Property Trustee shall be distributed to the Holders of Securities in exchange for all of the Securities;

(vi) upon the written direction to the Property Trustee from the Debt Security Issuer at any time to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust as provided by applicable law (including, without limitation, by paying or making reasonable provision to pay all claims and obligations of the Trust in accordance with Section 3808(e) of the Statutory Trust Act), to distribute the Debt Securities to Holders in exchange for the Securities within 90 days after notice, subject to the Property Trustee’s and the Regular Trustees’ receipt of an opinion of independent counsel experienced in such matters to the effect that the Holders of the Common Securities and Preferred Securities will not recognize any income, gain or loss for United States federal income tax purposes as a result of the dissolution of the Trust and such distribution to Holders;

(vii) the expiration of the term of the Trust on June 1, 2046;

(viii) before the issuance of any Securities, with the consent of all of the Regular Trustees and the Sponsor; or

(ix) with the consent of at least a Majority in Liquidation Amount of Preferred Securities, voting together as a single class;

provided that, if a claim has been made under the Preferred Securities Guarantee, the Trust shall not dissolve until (x) such claim has been satisfied and the proceeds therefrom have been distributed to the Holders of the Preferred Securities or (y) the Debt Securities have been distributed to the Holders pursuant to Section 8.2. hereof.

(b) As soon as is practicable after the occurrence of an event referred to in Section 8.1(a) and the liquidation of the Trust, the Regular Trustees shall file a Certificate of Cancellation with the Secretary of State of the State of Delaware in accordance with the Statutory Trust Act.

(c) The provisions of Sections 3.9 and 3.10 and Article X shall survive the termination of the Trust.

Section 8.2 Liquidation Distribution upon Dissolution of the Trust.

(a) In the event of any voluntary or involuntary dissolution of the Trust (a “Liquidation”), the Holders of the Securities on the date of the Liquidation will be entitled to receive out of the assets of the Trust available for distribution to Holders of Securities after satisfaction of liabilities to creditors of the Trust (including, without limitation, by paying or making reasonable provision to pay all claims and obligations of the Trust in accordance with Section 3808(e) of the Statutory Trust Act), an amount equal to the Liquidation Amount of $25.00 per Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the “Liquidation Distribution”), unless, in connection with such Liquidation

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after satisfaction of liabilities to creditors of the Trust (including, without limitation, by paying or making reasonable provision to pay all claims and obligations of the Trust in accordance with Section 3808(e) of the Statutory Trust Act), Debt Securities in an aggregate stated principal amount equal to the Liquidation Amount of such Securities, with an interest rate equal to the Coupon Rate of, and bearing accumulated and unpaid interest in an amount equal to the accumulated and unpaid Distributions on, such Securities, shall have been distributed on a Pro Rata basis (subject to Section 8.2(b) below) to the Holders of the Securities in exchange for such Securities.

If, upon any such Liquidation, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then the amounts payable directly by the Trust on the Securities shall be paid on a Pro Rata basis.

(b) The Holders of the Common Securities will be entitled to receive distributions upon any such Liquidation Pro Rata with the Holders of the Preferred Securities except that upon the occurrence and during the continuance of an Event of Default or an event of default under the Preferred Securities Guarantee, the Preferred Securities shall have a preference over the Common Securities with regard to such distributions.

ARTICLE IX

TRANSFER OF INTERESTS

Section 9.1 Transfer of Securities.

(a) Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Declaration and in the terms of the Securities. Any transfer or purported transfer of any Security not made in accordance with this Declaration shall be null and void.

(b) Subject to this Article IX, Preferred Securities shall be transferable.

(c) Subject to this Article IX, the Sponsor and any Related Party may only transfer Common Securities to the Sponsor or a Related Party of the Sponsor; PROVIDED THAT, any such transfer shall not violate the Securities Act and is subject to the condition precedent that the transferor obtain the written opinion of independent counsel experienced in such matters that such transfer would not cause more than an insubstantial risk that:

(i) the Trust would not be classified for United States federal income tax purposes as a grantor trust; and

(ii) the Trust would be an Investment Company required to register under the Investment Company Act or the transferee would become an Investment Company required to register under the Investment Company Act.

(d) Each Common Security that bears or is required to bear the legend set forth in this Section 9.1(d) shall be subject to the restrictions on transfer provided in the

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legend set forth in this Section 9.1(d), unless such restrictions on transfer shall be waived by the written consent of the Regular Trustees, and the Holder of each such Common Security, by such security holder’s acceptance thereof, agrees to be bound by such restrictions on transfer. As used in this Section 9.1(d), the term “transfer” encompasses any sale, pledge, transfer or other disposition (by operation of law or otherwise) of any such Common Security.

Any certificate evidencing a Common Security shall bear a legend in substantially the following form, unless otherwise agreed by the Regular Trustees (with written notice thereof to the Property Trustee):

THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD UNLESS SUCH OFFER AND SALE ARE REGISTERED UNDER OR ARE EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT. THE TRANSFER OF THE SECURITY EVIDENCED HEREBY IS ALSO SUBJECT TO THE RESTRICTIONS SET FORTH IN THE DECLARATION REFERRED TO BELOW.

Section 9.2 Transfer of Certificates. The Regular Trustees shall provide for the registration of Certificates and of transfers of Certificates, which will be effected without charge, but only upon payment in respect of any tax or other government charges that may be imposed in relation to it. Upon surrender for registration of transfer of any Certificate, the Regular Trustees shall cause one or more new Certificates to be issued in the name of the designated transferee or transferees. Every Certificate surrendered for registration of transfer shall be accompanied by a written instrument of transfer in a form satisfactory to the Regular Trustees duly executed by the Holder or such Holder’s attorney duly authorized in writing. Each Certificate surrendered for registration of transfer shall be canceled by the Regular Trustees. A transferee of a Certificate shall be entitled to the rights and subject to the obligations of a Holder hereunder upon the receipt by such transferee of a Certificate. By acceptance of a Certificate, each transferee shall be deemed to have agreed to be bound by this Declaration.

Section 9.3 Deemed Security Holders. The Trustees may treat the Person in whose name any Certificate shall be registered on the books and records of the Trust as the sole holder of such Certificate and of the Securities represented by such Certificate for purposes of receiving Distributions and for all other purposes whatsoever and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Certificate or in the Securities represented by such Certificate on the part of any Person, whether or not the Trust shall have actual or other notice thereof.

Section 9.4 Book Entry Interests.

(a) So long as Preferred Securities are eligible for book-entry settlement with the Clearing Agency or unless otherwise required by law, all Preferred Securities that are so eligible may be represented by one or more fully registered Preferred Security Certificates (each, a “Global Certificate”) in global form to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Trust. Such Global Certificates shall initially be registered on the books and records of the Trust in the name of Cede & Co., the nominee of

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DTC, and no Preferred Security Beneficial Owner will receive a definitive Preferred Security Certificate representing such Preferred Security Beneficial Owner’s interests in such Global Certificates, except as provided in Section 9.7 below. The transfer and exchange of beneficial interests in any such Security in global form shall be effected through the Clearing Agency in accordance with this Declaration and the procedures of the Clearing Agency therefor.

(b) Except as provided below, beneficial owners of a Preferred Security in global form shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered Holders of such Preferred Security in global form.

(c) Any Global Certificate may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Declaration as may be required by the Clearing Agency, by any national securities exchange or by the National Association of Securities Dealers, Inc. as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or interdealer quotation system upon which the Preferred Securities may be listed or traded or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Preferred Securities are subject.

(d) Unless and until definitive, fully registered Preferred Security Certificates (the “Definitive Preferred Security Certificates”) have been issued to the Preferred Security Beneficial Owners of a Preferred Security in global form pursuant to Section 9.7:

(i) the provisions of this Section 9.4 shall be in full force and effect with respect to such Preferred Securities;

(ii) the Trust and the Trustees shall be entitled to deal with the Clearing Agency for all purposes of this Declaration (including the payment of Distributions on the Global Certificates and receiving approvals, votes or consents hereunder) as the Holder of such Preferred Securities and the sole holder of the Global Certificates and shall have no obligation to the Preferred Security Beneficial Owners of such Preferred Securities;

(iii) to the extent that the provisions of this Section 9.4 conflict with any other provisions of this Declaration, the provisions of this Section 9.4 shall control; and

(iv) the rights of the Preferred Security Beneficial Owners of Preferred Securities in global form shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Preferred Security Beneficial Owners and the Clearing Agency and/or the Clearing Agency Participants. The Clearing Agency will make book-entry transfers among Clearing Agency Participants and receive and transmit payments of Distributions on the Global Certificates to such Clearing Agency Participants. DTC will make book entry transfers among the Clearing Agency Participants, PROVIDED, that solely for the purposes of determining whether the Holders of the requisite amount of Preferred Securities have voted on any matter provided for in this Declaration, so long as Definitive Preferred Security Certificates have not been issued, the Trustees may conclusively rely on, and shall be protected in relying on, any written instrument

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(including a proxy) delivered to the Trustees by the Clearing Agency setting forth the Preferred Securities Beneficial Owners’ votes or assigning the right to vote on any matter to any other Persons either in whole or in part.

(e) Notwithstanding any other provisions of this Declaration (other than the provisions set forth in this Section 9.4(e)), a Preferred Security in global form may not be transferred as a whole except by the Clearing Agency to a nominee of the Clearing Agency or by a nominee of the Clearing Agency to the Clearing Agency or another nominee or by the Clearing Agency or a nominee of the Clearing Agency to a successor Clearing Agency or a nominee of such successor Clearing Agency.

Section 9.5 Notices to Clearing Agency. Whenever a notice or other communication to the Preferred Security Holders is required under this Declaration, unless and until Definitive Preferred Security Certificates shall have been issued to the Preferred Security Beneficial Owners pursuant to Section 9.7, the Regular Trustees shall give all such notices and communications specified herein to be given to the Preferred Security Holders to the Clearing Agency, and shall have no notice obligations to the Preferred Security Beneficial Owners.

Section 9.6 Appointment of Successor Clearing Agency. If any Clearing Agency notifies the Trust that it is unwilling or unable to continue its services as securities depositary with respect to the Preferred Securities, if such Clearing Agency ceases to perform such services, or if at any time such Clearing Agency ceases to be a clearing agency registered as such under the Exchange Act when such Clearing Agency is required to be so registered to act as such depositary, then the Regular Trustees may, in their sole discretion, appoint a successor Clearing Agency with respect to such Preferred Securities.

Section 9.7 Definitive Preferred Security Certificates Under Certain Circumstances.

If:

(a) a Clearing Agency notifies the Trust that it is unwilling or unable to continue its services as securities depositary with respect to the Preferred Securities, or if at any time such Clearing Agency ceases to be a clearing agency registered as such under the Exchange Act when such Clearing Agency is required to be so registered to act as such depositary and no successor Clearing Agency shall have been appointed pursuant to Section 9.6 within 90 days of such notification;

(b) the Regular Trustees (with the consent of the Sponsor), in their sole discretion, determine that the Preferred Securities in global form shall be exchanged for certificated Preferred Securities; or

(c) there shall have occurred and be continuing an Event of Default;

then:

(i) Definitive Preferred Security Certificates shall be prepared by the Regular Trustees on behalf of the Trust with respect to such Preferred Securities; and

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(ii) upon surrender of the Global Certificates by the Clearing Agency, accompanied by registration instructions, the Regular Trustees shall cause Definitive Preferred Security Certificates to be delivered to Preferred Security Beneficial Owners of such Preferred Securities in accordance with the instructions of the Clearing Agency. Neither the Trustees nor the Trust shall be liable for any delay in delivery of such instructions and each of them may conclusively rely on and shall be protected in relying on, said instructions of the Clearing Agency. The Definitive Preferred Security Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Regular Trustees, as evidenced by their execution thereof, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements as the Regular Trustees may deem appropriate, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which Preferred Securities may be listed, or to conform to usage.

At such time as all interests in a Preferred Security in global form have been redeemed, exchanged, repurchased or canceled, such Preferred Security in global form shall be, upon receipt thereof, canceled by the Trust in accordance with standing procedures and instructions of the Clearing Agency.

Section 9.8 Mutilated, Destroyed, Lost or Stolen Certificates. If:

(a) any mutilated Certificates should be surrendered to the Regular Trustees, or if the Regular Trustees shall receive evidence to their satisfaction of the destruction, loss or theft of any Certificate; and

(b) there shall be delivered to the Property Trustee or the Regular Trustees such security or indemnity as may be required by them to keep each of them harmless,

then in the absence of notice that such Certificate shall have been acquired by a bona fide purchaser, any Regular Trustee on behalf of the Trust shall execute and deliver, in exchange for, or in lieu of, any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like denomination. In connection with the issuance of any new Certificate under this Section 9.8, the Regular Trustees may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of an ownership interest in the relevant Securities, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

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ARTICLE X

LIMITATION OF LIABILITY OF HOLDERS

OF SECURITIES, TRUSTEES OR OTHERS

Section 10.1 Liability.

(a) Except as expressly set forth in this Declaration, the Preferred Securities Guarantee and the terms of the Securities, the Sponsor shall not be:

(i) personally liable for the return of any portion of the capital contributions (or any return thereon) of the Holders of the Securities which shall be made solely from assets of the Trust; or

(ii) required to pay to the Trust or to any Holder of Securities any deficit upon dissolution of the Trust or otherwise.

(b) The Debt Security Issuer shall be liable for all of the debts and obligations of the Trust (other than with respect to the Securities) to the extent not satisfied out of the Trust’s assets.

(c) Pursuant to Section 3803(a) of the Statutory Trust Act, the Holders of the Preferred Securities shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.

Section 10.2 Exculpation.

(a) No Indemnified Person shall be liable, responsible or accountable in damages or otherwise to the Trust or any Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Trust and in a manner such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Declaration or by law, except that an Indemnified Person shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Person’s gross negligence (or, in the case of the Property Trustee, except as otherwise set forth in Section 3.9) or willful misconduct with respect to such acts or omissions.

(b) An Indemnified Person shall be fully protected in relying in good faith upon the records of the Trust and upon such information, opinions, reports or statements presented to the Trust by any Person as to matters the Indemnified Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Trust, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which Distributions to Holders of Securities might properly be paid.

Section 10.3 Fiduciary Duty.

(a) To the extent that, at law or in equity, an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to any other Covered Person, an Indemnified Person acting under this Declaration shall not be liable to the Trust or to any other Covered Person for its good faith reliance on the provisions of this Declaration. The provisions of this Declaration, to the extent that they restrict the duties and liabilities of an Indemnified Person otherwise existing at law or in equity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Indemnified Person.

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(b) Unless otherwise expressly provided herein:

(i) whenever a conflict of interest exists or arises between any Covered Persons; or

(ii) whenever this Declaration or any other agreement contemplated herein or therein provides that an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust or any Holder of Securities,

the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Indemnified Person, the resolution, action or term so made, taken or provided by the Indemnified Person shall not constitute a breach of this Declaration or any other agreement contemplated herein or of any duty or obligation of the Indemnified Person at law or in equity or otherwise.

(c) Whenever in this Declaration an Indemnified Person is permitted or required to make a decision:

(i) in its “discretion” or under a grant of similar authority, the Indemnified Person shall be entitled to consider such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust or any other Person; or

(ii) in its “good faith” or under another express standard, the Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Declaration or by applicable law.

Section 10.4 Indemnification.

(a) (i) The Debt Security Issuer shall indemnify, to the fullest extent permitted by law, any Company Indemnified Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Trust) by reason of the fact that he is or was a Company Indemnified Person against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Trust, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption that the Company Indemnified Person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Trust, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful.

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(ii) The Debt Security Issuer shall indemnify, to the fullest extent permitted by law, any Company Indemnified Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Trust to procure a judgment in its favor by reason of the fact that he is or was a Company Indemnified Person against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Trust and except that no such indemnification shall be made in respect of any claim, issue or matter as to which such Company Indemnified Person shall have been adjudged to be liable to the Trust unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such Court of Chancery or such other court shall deem proper.

(iii) Any indemnification under paragraphs (i) and (ii) of this Section 10.4(a) (unless ordered by a court) shall be made by the Debt Security Issuer only as authorized in the specific case upon a determination that indemnification of the Company Indemnified Person is proper in the circumstances because he has met the applicable standard of conduct set forth in paragraphs (i) or (ii). Such determination shall be made (1) by the Regular Trustees by a majority vote of a quorum consisting of such Regular Trustees who were not parties to such action, suit or proceeding, (2) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested Regular Trustees so directs, by independent legal counsel in a written opinion, or (3) by the Common Security Holder of the Trust.

(iv) Expenses (including attorneys’ fees) incurred by a Company Indemnified Person in defending a civil, criminal, administrative or investigative action, suit or proceeding referred to in paragraphs (i) and (ii) of this Section 10.4(a) shall be paid by the Debt Security Issuer in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Company Indemnified Person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Debt Security Issuer as authorized in this Section 10.4(a). Notwithstanding the foregoing, no advance shall be made by the Debt Security Issuer if a determination is reasonably and promptly made (i) by the Regular Trustees by a majority vote of a quorum of disinterested Regular Trustees, (ii) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested Regular Trustees so directs, by independent legal counsel in a written opinion or (iii) by the Common Security Holder of the Trust, that, based upon the facts known to the Regular Trustees, counsel or the Common Security Holder at the time such determination is made, such Company Indemnified Person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Trust, or, with respect to any criminal proceeding, that such Company Indemnified Person believed or had reasonable cause to believe his conduct was unlawful. In no event shall any advance be made in instances where the Regular Trustees, independent legal counsel or Common Security Holder reasonably determine that such person deliberately breached his duty to the Trust or its Common or Preferred Security Holders.

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(v) The indemnification and advancement of expenses provided by, or granted pursuant to, the other paragraphs of this Section 10.4(a) shall not be deemed exclusive of any other rights to which those seeking indemnification and advancement of expenses may be entitled under any agreement, vote of shareholders or disinterested directors of the Debt Security Issuer or Preferred Security Holders of the Trust or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. All rights to indemnification under this Section 10.4(a) shall be deemed to be provided by a contract between the Debt Security Issuer and each Company Indemnified Person who serves in such capacity at any time while this Section 10.4(a) is in effect. Any repeal or modification of this Section 10.4(a) shall not affect any rights or obligations then existing.

(vi) The Debt Security Issuer or the Trust may purchase and maintain insurance on behalf of any person who is or was a Company Indemnified Person against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Debt Security Issuer would have the power to indemnify him against such liability under the provisions of this Section 10.4(a).

(vii) For purposes of this Section 10.4(a), references to “the Trust” shall include, in addition to the resulting or surviving entity, any constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger, so that any person who is or was a director, trustee, officer or employee of such constituent entity, or is or was serving at the request of such constituent entity as a director, trustee, officer, employee or agent of another entity, shall stand in the same position under the provisions of this Section 10.4(a) with respect to the resulting or surviving entity as he would have with respect to such constituent entity if its separate existence had continued.

(viii) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 10.4(a) shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Company Indemnified Person and shall inure to the benefit of the heirs, executors and administrators of such a person.

(b) The Debt Security Issuer agrees to indemnify the (i) Property Trustee, (ii) the Delaware Trustee, (iii) any Affiliate of the Property Trustee or the Delaware Trustee, and (iv) any officers, directors, shareholders, members, partners, employees, representatives, custodians, nominees or agents of the Property Trustee or the Delaware Trustee (each of the Persons in (i) through (iv) being referred to as a “Fiduciary Indemnified Person”) for, and to hold each Fiduciary Indemnified Person harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration or 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 exercise or performance of any of its powers or duties hereunder. The provisions of this Section 10.4(b) shall survive the satisfaction and discharge of this Declaration or the resignation or removal of the Property Trustee or the Delaware Trustee, as the case may be.

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Section 10.5 Outside Business. Any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Trust, and the Trust and the Holders of Securities shall have no rights by virtue of this Declaration in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Trust, shall not be deemed wrongful or improper. No Covered Person, the Sponsor, the Delaware Trustee nor the Property Trustee shall be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and any Covered Person shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity. Any Covered Person, the Delaware Trustee and the Property Trustee may engage or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Sponsor or its Affiliates.

Section 10.6 Compensation; Fees.

The Debt Security Issuer agrees:

(a) To pay to the Trustees from time to time such compensation for all services rendered by them hereunder as the parties shall agree in writing from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); and

(b) Except as otherwise expressly provided herein, to reimburse the Trustees upon request for all reasonable expenses, disbursements and advances incurred or made by the Trustees in accordance with any provision of this Declaration (including the reasonable compensation and the expenses and disbursements of their respective agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith.

The provisions of this Section 10.6 shall survive the dissolution of the Trust and the termination of this Declaration and the removal or resignation of any Trustee.

No Trustee may claim any lien or charge on any property of the Trust as a result of any amount due pursuant to this Section 10.6.

ARTICLE XI

ACCOUNTING

Section 11.1 Fiscal Year. The fiscal year (“Fiscal Year”) of the Trust shall be the same as the fiscal year of the Sponsor, unless another fiscal year is required by the Code or Treasury regulations promulgated thereunder.

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Section 11.2 Certain Accounting Matters.

(a) At all times during the existence of the Trust, the Regular Trustees shall keep, or cause to be kept, full books of account, records and supporting documents, which shall reflect in detail, each transaction of the Trust. The books of account shall be maintained on the accrual method of accounting, in compliance with generally accepted accounting principles, consistently applied. The Trust shall use the accrual method of accounting for the United States federal income tax purposes. The books of account and the records of the Trust shall be examined by and reported upon as of the end of each Fiscal Year of the Trust by a firm of independent certified public accountants selected by the Regular Trustees.

(b) The Sponsor shall cause to be prepared and delivered to each of the Holders of Securities, within 90 days after the end of each Fiscal Year of the Sponsor, annual financial statements of the Sponsor, including a balance sheet of the Sponsor as of the end of such Fiscal Year, and the related statements of income or loss.

(c) The Regular Trustees shall cause to be duly prepared and delivered to each of the Holders of Securities, any annual United States federal income tax information statement, required by the Code, containing such information with regard to the Securities held by each Holder as is required by the Code and the Treasury Regulations. Notwithstanding any right under the Code to deliver any such statement at a later date, the Regular Trustees shall endeavor to deliver all such statements within 30 days after the end of each Fiscal Year of the Trust.

(d) The Regular Trustees shall cause to be duly prepared and filed with the appropriate taxing authority, an annual United States federal income tax return, on a Form 1041 or such other form required by United States federal income tax law, and any other annual income tax returns required to be filed by the Regular Trustees on behalf of the Trust with any state or local taxing authority.

Section 11.3 Banking. The Trust shall maintain one or more bank accounts in the name and for the sole benefit of the Trust; PROVIDED, HOWEVER, that all payments of funds in respect of the Debt Securities held by the Property Trustee shall be made directly to the Property Trustee Account and no other funds of the Trust shall be deposited in the Property Trustee Account. The sole signatories for such accounts shall be designated by the Regular Trustees; PROVIDED, HOWEVER, that the Property Trustee shall designate the signatories for the Property Trustee Account.

Section 11.4 Withholding. The Trust and the Regular Trustees shall comply with all withholding requirements under United States federal, state and local law. The Trust shall request, and the Holders shall provide to the Trust, such forms or certificates as are necessary to establish an exemption from withholding with respect to each Holder, and any representations and forms as shall reasonably be requested by the Trust to assist it in determining the extent of, and in fulfilling, its withholding obligations. The Regular Trustees shall file required forms with applicable jurisdictions and, unless an exemption from withholding is properly established by a Holder, shall remit amounts withheld with respect to the Holder to applicable jurisdictions. To the extent that the Trust is required to withhold and pay over any amounts to any authority with respect to distributions or allocations to any Holder, the amount withheld shall be deemed to be a distribution in the amount of the withholding to the Holder. In

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the event of any claimed over-withholding, Holders shall be limited to an action against the applicable jurisdiction. If the amount required to be withheld was not withheld from actual Distributions made, the Trust may reduce subsequent Distributions by the amount of such withholding. Furthermore, if withholding is imposed on payments of interest on the Debt Securities, to the extent such withholding is attributable to ownership by a specific Holder of Preferred Securities, the amount withheld shall be deemed a distribution in the amount of the withholding to such specific Holder.

ARTICLE XII

AMENDMENTS AND MEETINGS

Section 12.1 Amendments. Except as otherwise provided in this Declaration or by any applicable terms of the Securities,

(a) this Declaration may only be amended by a written instrument approved and executed by the Regular Trustees (or, if there are more than two Regular Trustees a majority of the Regular Trustees) and:

(i) if the amendment affects the rights, powers, duties, obligations or immunities of the Property Trustee, also by the Property Trustee; and

(ii) if the amendment affects the rights, powers, duties, obligations or immunities of the Delaware Trustee, also by the Delaware Trustee;

(b) no amendment shall be made, and any such purported amendment shall be void and ineffective:

(i) unless, in the case of any proposed amendment, the Property Trustee and the Delaware Trustee shall have first received an Officers’ Certificate from each of the Trust and the Sponsor that such amendment is permitted by, and conforms to, the terms of this Declaration (including the terms of the Securities);

(ii) unless, in the case of any proposed amendment which affects the rights, powers, duties, obligations or immunities of the Property Trustee, the Property Trustee shall have first received an opinion of counsel (who may be counsel to the Sponsor or the Trust) that such amendment is permitted by, and conforms to, the terms of this Declaration (including the terms of the Securities); and

(iii) to the extent the result of such amendment would be to:

(A) cause the Trust to fail to continue to be classified for purposes of United States federal income taxation as a grantor trust;

(B) reduce or otherwise adversely affect the powers of the Property Trustee, unless approved by the Property Trustee; or

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(C) cause the Trust to be deemed to be an Investment Company required to be registered under the Investment Company Act;

(c) at such time after the Trust has issued any Securities that remain outstanding, any amendment that would (i) adversely affect the powers, preferences or special rights of the Securities whether by way of amendment to this Declaration or otherwise or (ii) provide for the dissolution, winding up or termination of the Trust other than pursuant to the terms of this Declaration, may be effected only with the approval of the Holders of at least a Majority in liquidation amount of the Securities affected thereby; provided, that if any amendment or proposal referred to in clause (i) hereof would adversely affect only the Preferred Securities or the Common Securities, then only the affected class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of a Majority in liquidation amount of such class of Securities;

(d) Section 9.1(c), Section 10.1(c) and this Section 12.1 shall not be amended without the consent of all of the Holders of the Securities;

(e) Article IV shall not be amended without the consent of the Holders of a Majority in liquidation amount of the Common Securities;

(f) the rights of the holders of the Common Securities under Article V to increase or decrease the number of, and appoint and remove Trustees shall not be amended without the consent of the Holders of a Majority in liquidation amount of the Common Securities;

(g) notwithstanding Section 12.1(c), this Declaration may be amended from time to time by the Holders of a Majority in liquidation amount of the Common Securities and the Property Trustee, without the consent of the Holders of the Preferred Securities to:

(i) cure any ambiguity, correct or supplement any provision in this Declaration that may be defective or inconsistent with any other provision, or to make any other provisions with respect to matters or questions arising under this Declaration, which shall not be inconsistent with the other provisions of this Declaration;

(ii) add to the covenants, restrictions or obligations of the Sponsor; or

(iii) to modify, eliminate or add to any provisions of this Declaration to such extent as shall be necessary to ensure that the Trust will be classified for United States federal income tax purposes as a grantor trust at all times that any Securities are outstanding or to ensure that the Trust will not be an Investment Company required to register under the Investment Company Act;

PROVIDED, HOWEVER, such action specified in this Section 12.1(g) shall not adversely affect in any material respect the interests of any Holder of Securities; and

(h) this Declaration may be amended by the Holders of a Majority in liquidation amount of the Common Securities and the Property Trustee if:

(i) the Holders of a Majority in liquidation amount of the Preferred Securities consent to such amendment; and

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(ii) the Property Trustee and the Regular Trustees have received an opinion of independent counsel experienced in such matters to the effect that such amendment or the exercise of any power granted to the Regular Trustees in accordance with such amendment will not affect the Trust’s status as a grantor trust for United States federal income tax purposes or the Trust’s exemption from status as an Investment Company required to register under the Investment Company Act,

PROVIDED, that without the consent of each Holder of Securities, this Declaration may not be amended to: (x) change the amount or timing of any Distribution on the Securities or otherwise adversely affect the amount of any Distribution required to be made in respect of the Securities as of a specified date; or (y) restrict the right of a Holder of Securities to institute suit for the enforcement of any such payment on or after such date.

(i) Any amendments of this Declaration shall become effective when notice thereof is given to Holders of Securities.

Section 12.2 Meetings of the Holders of Securities; Action by Written Consent.

(a) Meetings of the Holders of any class of Securities may be called at any time by the Regular Trustees (or as provided in the terms of the Securities) to consider and act on any matter on which Holders of such class of Securities are entitled to act under the terms of this Declaration, the terms of the Securities or the rules of any stock exchange on which the Preferred Securities are listed or admitted for trading. The Regular Trustees shall call a meeting of the Holders of such class if directed to do so by the Holders of at least 25% in liquidation amount of such class of Securities. Such direction shall be given by delivering to the Regular Trustees one or more notices in a writing stating that the signing Holders of Securities wish to call a meeting and indicating the general or specific purpose for which the meeting is to be called. Any Holders of Securities calling a meeting shall specify in writing the Security Certificates held by the Holders of Securities exercising the right to call a meeting and only those Securities specified shall be counted for purposes of determining whether the required percentage set forth in the second sentence of this paragraph has been met.

(b) Except to the extent otherwise provided in the terms of the Securities, the following provisions shall apply to meetings of Holders of Securities:

(i) notice of any such meeting shall be given to all the Holders of Securities having a right to vote thereat at least 7 days and not more than 60 days before the date of such meeting. Each such notice will include a statement setting forth the following information: (i) the date of such meeting or the date by which such action is to be taken; (ii) a description of any resolution proposed for adoption at such meeting on which such Holders are entitled to vote or of such matter upon which written consent is sought; and (iii) instructions of the delivery of proxies or consents. Whenever a vote, consent or approval of the Holders of Securities is permitted or required under this Declaration or the rules of any stock exchange on

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which the Preferred Securities are listed or admitted for trading, such vote, consent or approval may be given at a meeting of the Holders of Securities. Any action that may be taken at a meeting of the Holders of Securities may be taken without a meeting if a consent in writing setting forth the action so taken is signed by the Holders of Securities owning not less than the minimum amount of Securities in liquidation amount that would be necessary to authorize or take such action at a meeting at which all Holders of Securities having a right to vote thereon were present and voting. Prompt notice of the taking of action without a meeting shall be given to the Holders of Securities entitled to vote who have not consented in writing. The Regular Trustees may specify that any written ballot submitted to the Security Holder for the purpose of taking any action without a meeting shall be returned to the Trust within the time specified by the Regular Trustees;

(ii) each Holder of a Security may authorize any Person to act for it by proxy on all matters in which a Holder of Securities is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Holder of Securities executing it. Except as otherwise provided herein, all matters relating to the giving, voting or validity of proxies shall be governed by the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Trust were a Delaware corporation and the Holders of the Securities were stockholders of a Delaware corporation;

(iii) each meeting of the Holders of the Securities shall be conducted by the Regular Trustees or by such other Person that the Regular Trustees may designate;

(iv) unless the Statutory Trust Act, this Declaration, the terms of the Securities, the Trust Indenture Act or the listing rules of any stock exchange on which the Preferred Securities are then listed or trading, otherwise provides, the Regular Trustees, in their sole discretion, shall establish all other provisions relating to meetings of Holders of Securities, including notice of the time, place or purpose of any meeting at which any matter is to be voted on by any Holders of Securities, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote; and

(v) any Preferred Securities that are owned by the Debt Security Issuer or any entity directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Debt Security Issuer shall not be entitled to vote or consent and shall, for purposes of any vote or consent, be treated as if such Preferred Securities were not issued and outstanding.

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ARTICLE XIII

REPRESENTATIONS OF PROPERTY

TRUSTEE AND DELAWARE TRUSTEE

Section 13.1 Representations and Warranties of Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Sponsor at the date of this Declaration, and each Successor Property Trustee represents and warrants, as applicable, to the Trust and the Sponsor at the time of the Successor Property Trustee’s acceptance of its appointment as Property Trustee that:

(a) the Property Trustee is a national banking association with trust powers, duly organized, validly existing and in good standing, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Declaration;

(b) the execution, delivery and performance by the Property Trustee of this Declaration has been duly authorized by all necessary corporate action on the part of the Property Trustee. This Declaration has been duly executed and delivered by the Property Trustee, and it constitutes a legal, valid and binding obligation of the Property Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors’ rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law);

(c) the execution, delivery and performance of this Declaration by the Property Trustee does not conflict with or constitute a breach of the charter or by-laws of the Property Trustee; and

(d) no consent, approval or authorization of, or registration with or notice to, any state or federal banking authority is required for the execution, delivery or performance by the Property Trustee, of this Declaration.

Section 13.2 Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor at the date of this Declaration, and each Successor Delaware Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Delaware Trustee’s acceptance of its appointment as Delaware Trustee that:

(a) the Delaware Trustee is a Delaware corporation, duly organized, validly existing and in good standing, with corporate power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Declaration;

(b) the execution, delivery and performance by the Delaware Trustee of this Declaration has been duly authorized by all necessary corporate action on the part of the Delaware Trustee. This Declaration has been duly executed and delivered by the Delaware Trustee, and it constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors’ rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law);

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(c) no consent, approval or authorization of, or registration with or notice to, any Delaware or federal banking authority is required for the execution, delivery or performance by the Delaware Trustee, of the Declaration;

(d) the Delaware Trustee is a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware; and

(e) the execution, delivery and performance of this Declaration by the Delaware Trustee does not conflict with, or constitute a breach of, the certificate of incorporation or the by-laws of the Delaware Trustee.

ARTICLE XIV

MISCELLANEOUS

Section 14.1 Notices. All notices provided for in this Declaration shall be in writing, duly signed by the party giving such notice, and shall be delivered, telecopied or mailed by first class mail, as follows:

(a) if given to the Trust, in care of the Regular Trustees at the Trust’s mailing address set forth below (or such other address as the Trust may give notice of to the Property Trustee, the Delaware Trustee and the Holders of the Securities):

Torchmark Capital Trust III

c/o Torchmark Corporation

3700 South Stonebridge Drive

McKinney, Texas 75070

Attention: General Counsel

(b) if given to the Delaware Trustee, at the mailing address set forth below (or such other address as Delaware Trustee may give notice of to the Holders of the Securities):

DELAWARE TRUSTEE

The Bank of New York (Delaware)

White Clay Center

Route 273

Newark, Delaware 19711

Attention: Corporate Trust Administration

(c) if given to the Property Trustee, at its Corporate Trust Office’s mailing address set forth below (or such other address as the Property Trustee may give notice of to the Holders of the Securities).

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PROPERTY TRUSTEE

The Bank of New York Trust Company, N.A.

505 North 20th Street, Suite 950

Birmingham, Alabama 35203

Attention: Corporate Trust Administration

(d) if given to the Holder of the Common Securities, at the mailing address of the Sponsor set forth below (or such other address as the Holder of the Common Securities may give notice to the Trust):

Torchmark Corporation

3700 South Stonebridge Drive

McKinney, Texas 75070

Attention: General Counsel

(e) if given to any other Holder, at the address set forth on the books and records of the Trust.

With respect to the Trust, the Delaware Trustee, the Property Trustee and the Holder of the Common Securities, all notices shall be deemed to have been given when received. With respect to any other Holder, all notices shall be deemed to have been given when mailed by first class mail, postage prepaid.

Section 14.2 Governing Law. THIS DECLARATION AND THE RIGHTS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION THAT WOULD CALL FOR THE APPLICATION OF THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE; PROVIDED, HOWEVER, THAT THERE SHALL NOT BE APPLICABLE TO THE PARTIES HEREUNDER OR THIS DECLARATION ANY PROVISION OF THE LAWS (STATUTORY OR COMMON) OF THE STATE OF DELAWARE PERTAINING TO TRUSTS THAT RELATE TO OR REGULATE, IN A MANNER INCONSISTENT WITH THE TERMS HEREOF, (A) THE FILING WITH ANY COURT OR GOVERNMENTAL BODY OR AGENCY OF TRUSTEE ACCOUNTS OR SCHEDULES OF TRUSTEE FEES AND CHARGES, (B) AFFIRMATIVE REQUIREMENTS TO POST BONDS FOR TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (C) THE NECESSITY FOR OBTAINING COURT OR OTHER GOVERNMENTAL APPROVAL CONCERNING THE ACQUISITION, HOLDING OR DISPOSITION OF REAL OR PERSONAL PROPERTY, (D) FEES OR OTHER SUMS PAYABLE TO TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (E) THE ALLOCATION OF RECEIPTS AND EXPENDITURES TO INCOME OR PRINCIPAL, (F) RESTRICTIONS OR LIMITATIONS ON THE PERMISSIBLE NATURE, AMOUNT OR CONCENTRATION OF TRUST INVESTMENTS OR REQUIREMENTS RELATING TO THE TITLING, STORAGE OR OTHER MANNER OF HOLDING OR INVESTING TRUST ASSETS OR (G) THE ESTABLISHMENT OF

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FIDUCIARY OR OTHER STANDARDS OF RESPONSIBILITY OR LIMITATIONS ON THE ACTS OR POWERS OF TRUSTEES THAT ARE INCONSISTENT WITH THE LIMITATIONS OR LIABILITIES OR AUTHORITIES AND POWERS OF THE TRUSTEES HEREUNDER AS SET FORTH OR REFERENCED IN THIS DECLARATION. SECTION 3540 OF TITLE 12 OF THE DELAWARE CODE SHALL NOT APPLY TO THE TRUST.

Section 14.3 Intention of the Parties. It is the intention of the parties hereto that the Trust be classified for United States federal income tax purposes as a grantor trust. The provisions of this Declaration shall be interpreted to further this intention of the parties.

Section 14.4 Headings. Headings contained in this Declaration are inserted for convenience of reference only and do not affect the interpretation of this Declaration or any provision hereof.

Section 14.5 Successors and Assign. Whenever in this Declaration any of the parties hereto is named or referred to, the successors and assigns of such party shall be deemed to be included, and all covenants and agreements in this Declaration by the Sponsor and the Trustees shall bind and inure to the benefit of their respective successors and assigns, whether so expressed.

Section 14.6 Partial Enforceability. If any provision of this Declaration, or the application of such provision to any Person or circumstance, shall be held invalid, the remainder of this Declaration, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby.

Section 14.7 Counterparts. This Declaration may contain more than one counterpart of the signature page and this Declaration may be executed by the affixing of the signature of each of the Trustees to one of such counterpart signature pages. All of such counterpart signature pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page.

Section 14.8 Waiver of Jury Trial. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE DECLARATION.

Section 14.9 Force Majeure. In no event shall the Property Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Property Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

(signature pages follow)

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IN WITNESS WHEREOF, the undersigned have caused these presents to be executed as of the day and year first above written.

By:	/s/ Michael J. Klyce
	Michael J. Klyce, as Regular Trustee
	Solely as trustee and not in an individual capacity
By:	/s/ Larry M. Hutchsion
	Larry M. Hutchison, as Regular Trustee
	Solely as trustee and not in an individual capacity
By:	/s/ Gary L. Coleman
	Gary L. Coleman, as Regular Trustee
	Solely as trustee and not in an individual capacity

THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee
By:	/s/ Kristine K. Gullo
Name:	Kristine K. Gullo
Title:	Vice President
THE BANK OF NEW YORK TRUST COMPANY, N.A., as Property Trustee
By:	/s/ Charles S. Northen, IV
Name:	Charles S. Northen, IV
Title:	Vice President

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TORCHMARK CORPORATION, as Sponsor
By:	/s/ Carol A. McCoy
Name:	Carol A. McCoy
Title:	Vice President, Associate Counsel, and Secretary

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ANNEX I

TERMS OF

7.100% TRUST PREFERRED SECURITIES

7.100% COMMON SECURITIES

Pursuant to Section 7.1 of the Amended and Restated Declaration of Trust, dated as of June 8, 2006 (as amended from time to time, the “Declaration”), the designation, rights, privileges, restrictions, preferences and other terms and provisions of the Preferred Securities and the Common Securities are set out below (each capitalized term used but not defined herein has the meaning set forth in the Declaration):

1. DESIGNATION AND NUMBER.

(a) PREFERRED SECURITIES. 4,800,000 Preferred Securities of the Trust with an aggregate liquidation amount with respect to the assets of the Trust of One Hundred Twenty Million Dollars ($120,000,000), and a liquidation amount with respect to the assets of $25 per Preferred Security, are hereby designated for the purposes of identification only as “7.100% Trust Preferred Securities” (the “Preferred Securities”). The Preferred Security Certificates evidencing the Preferred Securities shall be substantially in the form of Exhibit A-1 to the Declaration, with such letters, numbers, notations, other means of identification or designation or other changes or additions thereto or deletions therefrom as may be required by ordinary usage, custom or practice and such legends or endorsements required by law, state exchange rule and agreements to which the Trust is subject, if any (provided that any such notation, legend or endorsement is in a form acceptable to the Trust).

(b) COMMON SECURITIES. 148,454 Common Securities of the Trust with an aggregate liquidation amount with respect to the assets of the Trust of Three Million Seven Hundred Eleven Thousand Three Hundred Fifty Dollars ($3,711,350), and a liquidation amount with respect to the assets of the Trust of $25 per Common Security, are hereby designated for the purposes of identification only as “7.100% Common Securities” (the “Common Securities”). The Common Securities Certificates evidencing the Common Securities shall be in the form of Exhibit A-2 to the Declaration, with such letters, numbers, notations, other means of identification or designation or other changes or additions thereto or deletions therefrom as may be required by ordinary usage, custom or practice and such legends or endorsements required by law, state exchange rule and agreements to which the Trust is subject, if any (provided that any such notation, legend or endorsement is in a form acceptable to the Trust).

2. DISTRIBUTIONS.

(a) Distributions payable on each Security will be fixed at a rate per annum of 7.100% (the “Coupon Rate”) of the stated liquidation amount of $25 per Security, such rate being the rate of interest payable on the Debt Securities to be held by the Property Trustee. Distributions in arrears for more than one quarter will bear interest thereon compounded quarterly at the Coupon Rate (to the extent permitted by applicable law). The term “Distributions” as used herein includes such interest payable unless otherwise stated. A

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Distribution is payable only to the extent that payments are made in respect of the Debt Securities held by the Property Trustee and to the extent the Property Trustee has funds available therefor. The amount of Distributions payable for any period will be computed for any full quarterly Distribution period on the basis of a 360-day year of twelve 30-day months, and for any period shorter than a full quarterly Distribution period for which Distributions are computed, Distributions will be computed on the basis of the actual number of days elapsed per 30-day month.

(b) Distributions on the Securities will be cumulative, will accumulate from June 8, 2006 and will be payable quarterly in arrears, on March 1, June 1, September 1, and December 1 of each year, commencing on September 1, 2006, except as otherwise described below. So long as the Debt Security Issuer shall not be in default in the payment of interest on the Debt Securities, the Debt Security Issuer has the right under the Indenture to defer payments of interest on the Debt Securities by extending the interest payment period from time to time on the Debt Securities for a period not exceeding 20 consecutive quarters (each an “Extension Period”), during which Extension Period no interest shall be due and payable on the Debt Securities, PROVIDED THAT no Extension Period shall last beyond the date of maturity of the Debt Securities, and if the Debt Securities are called for redemption before the end of an Extension Period, the Extension Period shall end on the date fixed for redemption or such earlier date as determined by the Trust. As a consequence of such deferral, Distributions will also be deferred. Despite such deferral, quarterly Distributions will continue to accumulate with interest thereon (to the extent permitted by applicable law) at the Coupon Rate compounded quarterly during any such Extension Period. Prior to the termination of any such Extension Period, the Debt Security Issuer may further extend such Extension Period; PROVIDED THAT such Extension Period together with all such previous and further extensions thereof may not exceed 20 consecutive quarters or extend beyond the maturity of the Debt Securities. Payments of accumulated Distributions and, to the extent permitted by applicable law, accumulated interest thereon shall be payable on the Distribution payment date on which the relevant Extension Period terminates and shall be payable to Holders as they appear on the books and records of the Trust at the close of business on the record date next preceding such Distribution payment date. Upon the termination of any Extension Period and the payment of all amounts then due, the Debt Security Issuer may commence a new Extension Period, subject to the above requirements. Each Extension Period, if any, will end on an interest payment date for the Debt Securities; such date will also be a Distribution payment date for the Securities. In the event that the Debt Security Issuer exercises its right to defer payment of interest, then during such Extension Period the Debt Security Issuer shall not (a) declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock, or (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Debt Security Issuer (including other junior subordinated debt securities) that rank PARI PASSU with or junior in interest to the Debt Securities or make any guarantee payments with respect to the foregoing or with respect to any guarantee by the Debt Security Issuer of the debt securities of any subsidiary of the Debt Security Issuer if such guarantee ranks PARI PASSU with or junior in interest to the Debt Securities (other than (i) as a result of the exchange, redemption or conversion of one class or series of the capital stock of the Debt Security Issuer (or any capital stock of a subsidiary thereof) for another class or series of the capital stock of the Debt Security Issuer or any class or

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series of the indebtedness of the Debt Security Issuer for any class or series of the capital stock of the Debt Security Issuer, (ii) the purchase of fractional interests in shares of the capital stock of the Debt Security Issuer pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks PARI PASSU with or junior to such stock, (iv) any declaration of a dividend in connection with the implementation of a shareholders’ rights plan, or the issuance of rights, stock or other property under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Preferred Securities Guarantee or under any similar guarantee by the Debt Security Issuer with respect to any trust common or trust preferred securities of its subsidiaries, and (vi) repurchases, redemptions or other acquisitions of shares of the capital stock of the Debt Security Issuer in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of an one or more employees, officers, directors or consultants, (2) a dividend reinvestment or shareholder stock purchase plan or (3) the issuance of capital stock of the Debt Security Issuer (or securities convertible or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to such Extension Period).

(c) Distributions on the Preferred Securities will be payable to the Holders thereof as they appear on the books and records of the Trust on the relevant record dates. While the Preferred Securities remain in book-entry only form, the relevant record dates shall be one Business Day prior to the relevant payment dates which payment dates correspond to the interest payments dates on the Debt Securities. Subject to any applicable laws and regulations and the provisions of the Declaration, each such payment in respect of the Preferred Securities will be made as described under the heading “Book-Entry Procedures and Settlement” in the Prospectus Supplement dated June 1, 2006, to the Prospectus dated April 28, 2006 (together, the “PROSPECTUS”) included in the Registration Statement on Form S-3 of the Sponsor, the Debt Security Issuer and the Trust. If the Preferred Securities shall not continue to remain in book-entry only form, the relevant record dates for the Preferred Securities, shall conform to the rules of any securities exchange on which the securities are listed and, if none, shall be fifteen days prior to the relevant payment dates, which payment dates correspond to the record and interest payment dates on the Debt Securities. The relevant record dates for the Common Securities shall be the same record dates as for the Preferred Securities. Distributions payable on any Securities that are not punctually paid on any Distribution payment date, as a result of the Debt Security Issuer having failed to make a payment under the Debt Securities, will cease to be payable to the Person in whose name such Securities are registered on the relevant record date, and such defaulted Distribution will instead be payable to the Person in whose name such Securities are registered on the special record date or other specified date determined in accordance with the Indenture. If any date on which Distributions are payable on the Securities is not a Business Day, then payment of the Distributions payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date.

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(d) In the event that there is any money or other property held by or for the Trust that is not accounted for hereunder, such property shall be distributed Pro Rata (as defined herein) among the Holders of the Securities.

3. LIQUIDATION DISTRIBUTION UPON DISSOLUTION. The Debt Security Issuer agrees not to voluntarily dissolve, wind up or liquidate the Trust other than in connection with a Liquidation Distribution whereby after satisfaction of liabilities to creditors of the Trust (including, without limitation, by paying or making reasonable provision to pay all claims and obligations of the Trust in accordance with Section 3808(e) of the Statutory Trust Act), a Like Amount of Debt Securities will be distributed on a Pro Rata basis to the Holders of the Preferred Securities and the Common Securities in liquidation of such Holders’ interests in the Trust, within 90 days following notice given to the Holders of the Preferred Securities, subject to the Regular Trustees’ receipt of an opinion of independent counsel experienced in such matters to the effect that the Holders will not recognize any income, gain or loss for United States federal income tax purposes as a result of the dissolution of the Trust and such distribution to Holders of Preferred Securities.

In the event of any voluntary or involuntary dissolution of the Trust (each a “Liquidation”), the Holders of the Securities on the date of the Liquidation will be entitled to receive out of the assets of the Trust available for distribution to Holders of Securities after satisfaction of liabilities to creditors of the Trust (including, without limitation, by paying or making reasonable provision to pay all claims and obligations of the Trust in accordance with Section 3808(e) of the Statutory Trust Act), an amount equal to the aggregate of the stated Liquidation Amount of $25 per Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the “Liquidation Distribution”), unless, in connection with such Liquidation after satisfaction of liabilities to creditors of the Trust (including, without limitation, by paying or making reasonable provision to pay all claims and obligations of the Trust in accordance with Section 3808(e) of the Statutory Trust Act), Debt Securities in an aggregate stated principal amount equal to the aggregate stated Liquidation Amount of such Securities, with an interest rate equal to the Coupon Rate of, and bearing accumulated and unpaid interest in an amount equal to the accumulated and unpaid Distributions on, such Securities, shall have been distributed on a Pro Rata basis to the Holders of the Securities in exchange for such Securities.

If, upon any such Liquidation, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then the amounts payable directly by the Trust on the Securities shall be paid on a Pro Rata basis.

If the Debt Securities are distributed to the Holders of the Securities, pursuant to the terms of the Indenture, the Debt Security Issuer will use its best efforts to have the Debt Securities listed on the New York Stock Exchange or on such other exchange as the Preferred Securities were listed on immediately prior to the distribution of the Debt Securities.

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4. REDEMPTION AND DISTRIBUTION.

(a) The Debt Securities will mature on June 1, 2046, and may be redeemed, in whole or in part, at any time on or after June 1, 2011. Upon the repayment of the Debt Securities in whole or in part, whether at maturity, upon redemption or otherwise, the proceeds from such repayment or payment shall be simultaneously applied to redeem a Like Amount of Securities at a redemption price per Security equal to the redemption price of the Debt Securities, together with accumulated and unpaid Distributions thereon to, but excluding, the date of the redemption, payable in cash (the “Redemption Price”). Holders and the Property Trustee will be given not less than 30 nor more than 60 days’ notice of such redemption.

(b) If fewer than all the outstanding Securities are to be so redeemed, the Common Securities and the Preferred Securities will be redeemed Pro Rata and the Preferred Securities to be redeemed will be as described in Section 4(f) below.

(c) If, at any time prior to June 1, 2011, a Tax Event or an Investment Company Event (each, as defined below, a “Special Event”) shall occur and be continuing, the Debt Security Issuer shall have the right, upon not less than 30 nor more than 60 days’ notice, to redeem the Debt Securities in whole (not in part) at a redemption price equal to 100% of the principal amount thereof plus accumulated and unpaid interest thereon, for cash within 90 days following the occurrence of such Special Event, provided such event is then continuing. Following such redemption, a Like Amount of Securities shall be redeemed by the Trust at the Redemption Price on a Pro Rata basis; PROVIDED, HOWEVER, that if at the time there is available to the Debt Security Issuer or the Trust the opportunity to eliminate, within such 90 day period, the Special Event by taking some ministerial action, such as filing a form, making an election or pursuing some other similar reasonable measure that has no material adverse effect on the Trust, the Debt Security Issuer, the Sponsor or the Holders of the Securities (each, a “Ministerial Action”), then the Debt Security Issuer or the Trust shall pursue such measure in lieu of a redemption. If the Debt Securities are not redeeemed or distributed to the Holders of the Securities in liquidation of the Trust, the Securities shall remain outstanding.

“Tax Event” means that the Regular Trustees shall have received an opinion of independent tax counsel experienced in such matters (a “Tax Opinion”) to the effect that as a result of (a) any amendment to, or change (including any announced prospective change) in the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein affecting taxation or (b) any judicial decision, official or administrative pronouncement or action interpreting or applying such laws or regulations (an “Administrative Action”), in each case, by any legislative body, court, governmental authority or regulatory body, irrespective of the manner in which such amendment, change or Administrative Action is made known, or which pronouncement or decision is announced, in each case, on or after, June 1, 2006, there is more than an insubstantial risk that (i) the Trust is, or will be within 90 days of the date thereof, subject to United States federal income tax with respect to income accrued or received on the Debt Securities, (ii) the Trust is, or will be within 90 days of the date thereof, subject to more than a de minimis amount of taxes (other than withholding taxes), duties or other governmental charges, or (iii) interest paid in cash by the Debt Security Issuer to the Trust on the Debt Securities is not, or within 90 days of the date thereof will not be, deductible, in whole or in part, by the Debt Security Issuer for United States federal income tax purposes.

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Notwithstanding the foregoing, a Tax Event shall not include any change in tax law that requires the Debt Security Issuer for United States federal income tax purposes to defer taking a deduction for any original issue discount (“OID”) that accrues with respect to the Debt Securities until the interest payment related to such OID is paid by the Debt Security Issuer in cash; PROVIDED, that such change in tax law does not create more than an insubstantial risk that the Debt Security Issuer will be prevented from taking a deduction for OID accruing with respect to the Debt Securities at a date that is no later than the date the interest payment related to such OID is actually paid by the Debt Security Issuer in cash.

“Investment Company Event” means that the Regular Trustees shall have received an opinion of independent counsel experienced in such matters to the effect that, as a result of the occurrence of a change (including any announced prospective change) in law or regulation or a written change (including any announced prospective change) in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority on or after June 1, 2006, there is more than an insubstantial risk that the Trust is or will be considered an “investment company” that is required to be registered under the Investment Company Act of 1940, as amended.

After the date fixed by the Regular Trustees for any distribution of Debt Securities upon dissolution of the Trust: (i) the Securities will no longer be deemed to be outstanding, (ii) The Depository Trust Company (the “Depositary”) or its nominee (or any successor Clearing Agency or its nominee), as the record Holder of the Preferred Securities held in global form, will receive a registered certificate or certificates representing the Debt Securities held in global form to be delivered upon such distribution, and (iii) certificates representing Securities held in definitive form, except for certificates representing Preferred Securities held by the Depositary or its nominee (or any successor Clearing Agency or its nominee), will be deemed to represent Debt Securities having an aggregate principal amount equal to the aggregate stated Liquidation Amount of, with an interest rate identical to the Coupon Rate of, and accumulated and unpaid interest (including Compound Interest and Additional Interest (as defined in the Indenture)) equal to accumulated and unpaid Distributions on such Securities until such certificates are presented to the Debt Security Issuer or its agent for transfer or reissue.

(d) The Trust may not redeem fewer than all the outstanding Securities unless all accumulated and unpaid Distributions have been paid on all Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.

(e) (i) Notice of any redemption of, or notice of distribution of Debt Securities in exchange for, the Securities (a “Redemption/Distribution Notice”) will be given by the Trust by mail to each Holder of Securities to be redeemed or exchanged not fewer than 30 nor more than 60 days before the date fixed for redemption or exchange thereof which, in the case of a redemption, will be the date fixed for redemption of the Debt Securities. For purposes of the calculation of the date of redemption or exchange and the dates on which notices are given pursuant to this Section 4(e), a Redemption/Distribution Notice shall be deemed to be given on the day such notice is first mailed by first-class mail, postage prepaid, or by such other means suitable to assure delivery of such written notice, to Holders of Securities. Each Redemption/Distribution Notice shall be addressed to the Holders of Securities at the address of each such Holder appearing in the books and records of the Trust. No defect in the

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Redemption/Distribution Notice or in the mailing of either thereof with respect to any Holder of Securities shall affect the validity of the redemption or exchange proceedings with respect to any other Holder of Securities.

(ii) In addition to the Redemption/Distribution Notice to be provided to the Holders of Securities pursuant to clause (i) of this Section 4(e), the Debt Security Issuer or the Trust shall give public notice of any such redemption by the issuance of a press release through the services of the Dow Jones Broad Tape, Reuters News Service and Bloomberg News Service.

(f) In the event that fewer than all the outstanding Securities are to be redeemed, the particular Preferred Securities to be redeemed shall be selected on a Pro Rata basis not more than 60 days prior to the Redemption Date from the outstanding Preferred Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate, or if the Preferred Securities are then held in book-entry form, in accordance with the Depositary’s customary procedures, it being understood that, in respect of Preferred Securities registered in the name of and held of record by the Depositary or its nominee (or any successor Clearing Agency or its nominee) or any nominee, the distribution of the proceeds of such redemption will be made to each Clearing Agency Participant (or Person on whose behalf such nominee holds such securities) in accordance with the procedures applied by such agency or nominee. The Property Trustee shall promptly notify the securities registrar for the Securities in writing of the Preferred Securities selected for redemption.

(g) If Securities are to be redeemed and the Trust gives a Redemption/Distribution Notice, which notice may only be issued for a redemption if the Debt Securities are redeemed as set out in the Indenture (which notice will be irrevocable), then (i) with respect to Preferred Securities held in book-entry form, by 12:00 noon, New York City time, on the redemption date, provided that the Debt Security Issuer has paid the Property Trustee a sufficient amount of cash in connection with the related redemption of the Debt Securities, the Property Trustee will deposit irrevocably with the Depositary or its nominee (or successor Clearing Agency or its nominee) funds sufficient to pay the applicable Redemption Price with respect to such Preferred Securities and will give the Depository irrevocable instructions and authority to pay the Redemption Price to the Holders of such Preferred Securities, and (ii) with respect to Preferred Securities issued in definitive form and Common Securities, provided that the Debt Security Issuer has paid the Property Trustee a sufficient amount of cash in connection with the related redemption of the Debt Securities, the Property Trustee will deposit irrevocably with the Paying Agent for such Securities funds sufficient to pay the applicable Redemption Price with respect to such Securities and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price to the Holders of such Securities upon surrender of their certificates evidencing such Securities. If a Redemption/Distribution Notice shall have been given in connection with a redemption and funds deposited as required, then from and after the required date of such deposit, distributions will cease to accumulate on the Securities so called for redemption and all rights of Holders of such Securities so called for redemption will cease, except the right of the Holders of such Securities to receive the Redemption Price, but without interest on such Redemption Price. If any date fixed for redemption of Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any

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interest or other payment in respect of any such delay) except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date fixed for redemption. If payment of the Redemption Price in respect of any Securities is improperly withheld or refused and not paid either by the Property Trustee or by the Sponsor as guarantor pursuant to the relevant Securities Guarantee, Distributions on such Securities will continue to accumulate from the original redemption date to the actual date of payment, in which case the actual payment date will be considered the date fixed for redemption for purposes of calculating the Redemption Price.

Notwithstanding the foregoing, payment of accumulated and unpaid Distributions on the Redemption Date of the Securities will be subject to the rights of Holders on the close of business on the relevant record date in respect of a Distribution Date occurring on or prior to such Redemption Date.

Neither the Regular Trustees nor the Trust shall be required (i) in the event of any redemption in part, to issue, register the transfer of or exchange any Securities during a period beginning at the opening of business 15 days before any selection for redemption of Securities and ending at the close of business on the earliest date in which the relevant Redemption/Distribution Notice is deemed to have been given to all holders of Securities to be so redeemed or (ii) to register the transfer of or exchange any Securities selected for redemption, in whole or in part, except for the unredeemed portion of any Securities being redeemed in part.

(h) Redemption/Distribution Notices shall be sent by the Regular Trustees on behalf of the Trust to (i) in respect of Preferred Securities held in global form, the Depositary or its nominee (or any successor Clearing Agency or its nominee), (ii) with respect to Preferred Securities held in definitive form, to the Holders thereof, and (iii) in respect of the Common Securities, to the Holders thereof.

(i) Subject to the foregoing and applicable law (including, without limitation, United States federal securities laws), the Sponsor or any of its subsidiaries may at any time and from time to time purchase outstanding Preferred Securities by tender, in the open market or otherwise.

5. VOTING AND OTHER RIGHTS - PREFERRED SECURITIES.

(a) Except as provided under Sections 5(b) and 7 of this Annex I to the Declaration and as otherwise required by law, the Preferred Securities Guarantee and the Declaration, the Holders of the Preferred Securities will not have voting rights.

(b) Subject to the requirements set forth in this paragraph, the Holders of a Majority in liquidation amount of the Preferred Securities then outstanding, voting separately as a class, may direct the time, method, and place of conducting any proceeding for any remedy available to the Property Trustee, or may direct the exercise of any trust or power conferred upon the Property Trustee under the Declaration, including the right to direct the Property Trustee, as holder of the Debt Securities, to (i) exercise the remedies available under the Indenture with respect to the Debt Securities, (ii) waive any past default and its consequences that are waivable

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under the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities shall be due and payable, or (iv) in accordance with Section 8 hereof, consent to any amendment, modification or termination of the Indenture where consent is required, PROVIDED, HOWEVER, that if an Event of Default under the Indenture has occurred and is continuing then the holders of 25% of the aggregate liquidation amount of the Preferred Securities then outstanding may direct the Property Trustee to declare the principal of and interest on the Debt Securities immediately due and payable; and PROVIDED, FURTHER, that, where a consent under the Indenture would require the consent or act of the Holders of greater than a majority of the Holders in principal amount of Debt Securities then outstanding (a “Super Majority”) affected thereby, the Property Trustee may only give such consent or take such action at the written direction of the Holders of at least the proportion in liquidation amount of the Preferred Securities which the relevant Super Majority represents of the aggregate principal amount of the Debt Securities then outstanding. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities. Other than with respect to directing the time, method and place of conducting any remedy available to the Property Trustee as set forth above, the Property Trustee shall not take any action in accordance with the directions of the Holders of the Preferred Securities under this paragraph unless the Property Trustee has obtained an opinion of independent tax counsel experienced in such matters to the effect that for United States federal income tax purposes, such action will not cause the Trust to be classified as other than a grantor trust. If the Property Trustee fails to enforce its rights under the Debt Securities, any Holder of Preferred Securities may institute a legal proceeding against any person to enforce the Property Trustee’s rights under the Debt Securities. If an Event of Default has occurred and is continuing and such event is attributable to the failure of the Debt Security Issuer to pay interest or principal on the Debt Securities on the date such interest or principal is otherwise payable (or in the case of redemption, on the redemption date), then a Holder of Preferred Securities may directly institute a proceeding for enforcement of payment to such Holder of the principal of or interest on the Debt Securities having a principal amount equal to the aggregate liquidation amount of the Preferred Securities of such Holder (a “Direct Action”) on or after the respective due date specified in the Debt Securities. In connection with such Direct Action, the rights of the Holders of Common Securities will be subrogated to the rights of such Holder of Preferred Securities to the extent of any payment made by the Issuer to such Holder of Preferred Securities in such Direct Action. Except as provided in the preceding sentences, the Holders of Preferred Securities will not be able to exercise directly any other remedy available to the holders of the Debt Securities.

The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the trustee under the Indenture with respect to the Debt Securities. Such notice shall state that such event of default also constitutes an Event of Default under the Declaration.

Any approval or direction of Holders of Preferred Securities may be given at a separate meeting of Holders of Preferred Securities convened for such purpose, at a meeting of all of the Holders of Securities in the Trust or pursuant to written consent. The Regular Trustees will cause a notice of any meeting at which Holders of Preferred Securities are entitled to vote, or of any matter upon which action by written consent of such Holders is to be taken, to be mailed to each Holder of record of Preferred Securities. Each such notice will include a statement setting forth (i) the date of such meeting or the date by which such action is to be

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taken, (ii) a description of any resolution proposed for adoption at such meeting on which such Holders are entitled to vote or of such matter upon which written consent is sought and (iii) instructions for the delivery of proxies or consents.

No vote or consent of the Holders of the Preferred Securities will be required for the Trust to redeem and cancel Preferred Securities or to distribute the Debt Securities in accordance with the Declaration and the terms of the Securities.

Notwithstanding that Holders of Preferred Securities are entitled to vote or consent under any of the circumstances described above, any of the Preferred Securities that are owned by the Sponsor or any Affiliate of the Sponsor shall not be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if they were not outstanding.

6. VOTING RIGHTS - COMMON SECURITIES.

(a) Except as provided under Sections 6(b), 6(c) and 7 of this Annex I of the Declaration and as otherwise required by law and the Declaration, the Holders of the Common Securities will not have voting rights.

(b) The Holders of the Common Securities are entitled, in accordance with Article V of the Declaration, to vote to appoint, remove or replace any Trustee or to increase or decrease the number of Trustees.

(c) Subject to Section 2.6 of the Declaration and only after any Event of Default with respect to the Preferred Securities has been cured, waived, or otherwise eliminated and subject to the requirements of the second to last sentence of this paragraph, the Holders of a Majority in liquidation amount of the Common Securities, voting separately as a class, may direct the time, method, and place of conducting any proceeding for any remedy available to the Property Trustee, or exercising any trust or power conferred upon the Property Trustee under the Declaration, including (i) directing the time, method, place of conducting any proceeding for any remedy available to the Debt Security Trustee, or exercising any trust or power conferred on the Debt Security Trustee with respect to the Debt Securities, (ii) waive any past default and its consequences that are waivable under the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities shall be due and payable, PROVIDED THAT, where a consent or action under the Indenture would require the consent or act of the relevant Super Majority, the Property Trustee may only give such consent or take such action at the written direction of the Holders of at least the proportion in liquidation amount of the Common Securities which the relevant Super Majority represents of the aggregate principal amount of the Debt Securities outstanding. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities. Other than with respect to directing the time, method and place of conducting any remedy available to the Property Trustee or the Debt Security Trustee as set forth above, the Property Trustee shall not take any action in accordance with the directions of the Holders of the Common Securities under this paragraph unless the Property Trustee has obtained an opinion of independent tax counsel experienced in such matters to the effect that for United States federal income tax purposes, such action will not cause the Trust to be classified as other than a grantor trust. If the Property Trustee fails to enforce its rights under the Declaration, any Holder of Common

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Securities may institute a legal proceeding directly against any Person to enforce the Property Trustee’s rights under the Declaration, without first instituting a legal proceeding against the Property Trustee or any other Person.

Any approval or direction of Holders of Common Securities may be given at a separate meeting of Holders of Common Securities convened for such purpose, at a meeting of all of the Holders of Securities in the Trust or pursuant to written consent. The Regular Trustees will cause a notice of any meeting at which Holders of Common Securities are entitled to vote, or of any matter upon which action by written consent of such Holders is to be taken, to be mailed to each Holder of record of Common Securities. Each such notice will include a statement setting forth (i) the date of such meeting or the date by which such action is to be taken, (ii) a description of any resolution proposed for adoption at such meeting on which such Holders are entitled to vote or of such matter upon which written consent is sought and (iii) instructions for the delivery of proxies or consents.

No vote or consent of the Holders of the Common Securities will be required for the Trust to redeem and cancel Common Securities or to distribute the Debt Securities in accordance with the Declaration and the terms of the Securities.

7. AMENDMENTS TO DECLARATION AND INDENTURE.

(a) In addition to any requirements under Section 12.1 of the Declaration, if any proposed amendment to the Declaration provides for, or the Regular Trustees otherwise propose to effect, (i) any action that would adversely affect the powers, preferences or special rights of the Securities, whether by way of amendment to the Declaration or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than as described in Section 8.1 of the Declaration, then the Holders of outstanding Securities voting together as a single class, will be entitled to vote on such amendment or proposal (but not on any other amendment or proposal) and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in liquidation amount of the Securities then outstanding affected thereby; PROVIDED, HOWEVER, if any amendment or proposal referred to in clause (i) above would adversely affect only the Preferred Securities or only the Common Securities, then only the affected class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of a Majority in liquidation amount of such class of Securities then outstanding.

(b) In the event the consent of the Property Trustee as the holder of the Debt Securities is required under the Indenture with respect to any amendment, modification or termination of the Indenture or the Debt Securities, the Property Trustee shall request the written direction of the Holders of the Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification or termination as directed by a Majority in liquidation amount of the Securities then outstanding, voting together as a single class; PROVIDED, HOWEVER, that where a consent under the Indenture would require the consent of the relevant Super Majority, the Property Trustee may only give such consent at the direction of the Holders of at least the proportion in liquidation amount of the Securities then outstanding, voting together as a single class, which the relevant Super Majority represents of the aggregate principal amount of the Debt Securities then outstanding;

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PROVIDED, FURTHER, that the Property Trustee shall not take any action in accordance with the directions of the Holders of the Securities under this Section 7(b) unless the Property Trustee has obtained an opinion of independent tax counsel experienced in such matters to the effect that for United States federal income tax purposes, such action will not cause the Trust to be classified as other than a grantor trust.

8. PRO RATA. A reference in these terms of the Securities to any distribution or treatment as being “Pro Rata” shall mean pro rata to each Holder of Securities according to the aggregate liquidation amount of the Securities held by the relevant Holder in relation to the aggregate liquidation amount of all Securities outstanding unless, in relation to a payment, an Event of Default under the Declaration has occurred and is continuing, in which case any funds available to make such payment shall be paid first in cash to each Holder of the Preferred Securities pro rata according to the aggregate liquidation amount of Preferred Securities held by the relevant Holder relative to the aggregate liquidation amount of all Preferred Securities outstanding, and only after satisfaction of all amounts owed to the Holders of the Preferred Securities, to each Holder of Common Securities pro rata according to the aggregate liquidation amount of Common Securities held by the relevant Holder relative to the aggregate liquidation amount of all Common Securities outstanding.

9. RANKING. The Preferred Securities rank PARI PASSU and payment thereon shall be made Pro Rata with the Common Securities except that, where an Event of Default occurs and is continuing, the rights of Holders of the Common Securities to payment in respect of Distributions and payments upon liquidation, redemption and otherwise are subordinated to the rights to payment of the Holders of the Preferred Securities.

10. LISTING. The Regular Trustees shall use their best efforts to cause the Preferred Securities to be listed on the New York Stock Exchange.

11. ACCEPTANCE OF SECURITIES GUARANTEE AND INDENTURE. Each Holder of Preferred Securities and Common Securities, by the acceptance thereof, agrees to the provisions of the Preferred Securities Guarantee, including the subordination provisions therein and to the provisions of the Indenture.

12. NO PREEMPTIVE RIGHTS. The issuance of Preferred Securities and the issuance of Common Securities are not subject to preemptive or other similar rights. The Holders of the Securities shall have no preemptive rights to subscribe for any additional securities.

13. MISCELLANEOUS. These terms constitute a part of the Declaration. The Sponsor will provide a copy of the Declaration, the Preferred Securities Guarantee, and the Indenture to a Holder without charge on written request to the Sponsor at its principal place of business.

14. GOVERNING LAW. These terms and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principals of conflict of laws.

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EXHIBIT A-1

{FORM OF PREFERRED SECURITY CERTIFICATE}

{IF THE PREFERRED SECURITY IS TO BE A GLOBAL CERTIFICATE INSERT – THIS PREFERRED SECURITY IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE DECLARATION HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR A NOMINEE OF THE DEPOSITARY. THIS PREFERRED SECURITY IS EXCHANGEABLE FOR PREFERRED SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION AND NO TRANSFER OF THIS PREFERRED SECURITY (OTHER THAN A TRANSFER OF THIS PREFERRED SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PREFERRED SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

NO EMPLOYEE BENEFIT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OTHER PLAN OR INDIVIDUAL RETIREMENT ACCOUNT SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR EMPLOYEE BENEFIT PLAN THAT IS A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, A CHURCH PLAN, AS DEFINED IN SECTION 3(33) OF ERISA, OR A NON-U.S. PLAN, AS DESCRIBED IN SECTION 4(B)(4) OF ERISA, SUBJECT TO SIMILAR RULES UNDER OTHER APPLICABLE LAWS OR DOCUMENTS (“SIMILAR LAW”) (EACH, A “PLAN”), NO ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY (A “PLAN ASSET ENTITY”), AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN, MAY ACQUIRE OR HOLD THIS PREFERRED SECURITIES CERTIFICATE OR ANY INTEREST HEREIN, UNLESS SUCH PURCHASE AND HOLDING IS COVERED BY THE EXEMPTIVE RELIEF

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AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 96 23, 95 60, 91 38, 90 1 OR 84 14 OR SIMILAR LAW, OR THERE IS NO BASIS ON WHICH THE PURCHASE AND HOLDING COULD CONSTITUTE A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR LAW. ANY PURCHASER OR HOLDER OF THE PREFERRED SECURITIES CERTIFICATE OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING HEREOF THAT EITHER (A) THE PURCHASER AND HOLDER ARE NOT A PLAN OR A PLAN ASSET ENTITY AND ARE NOT PURCHASING SUCH SECURITIES ON BEHALF OF OR WITH “PLAN ASSETS” OF ANY PLAN, OR (B) THE PURCHASE AND HOLDING OF THE PREFERRED SECURITIES ARE COVERED BY THE EXEMPTIVE RELIEF PROVIDED BY PTCE 96 23, 95 60, 91 38, 90 1 OR 84 14 OR SIMILAR LAW, OR THERE IS NO BASIS ON WHICH THE PURCHASE AND HOLDING COULD CONSTITUTE A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW.}

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Certificate Number:

Number of Preferred Securities: 4,800,000 CUSIP No.: 89102W 20 8

Certificate Evidencing Preferred Securities

of

Torchmark Capital Trust III

7.100% Trust Preferred Securities

(liquidation amount $25 per Trust Preferred Security)

Torchmark Capital Trust III, a statutory trust formed under the laws of the State of Delaware (the “Trust”), hereby certifies that Cede & Co. (the “Holder”) is the registered owner of 4,800,000 Preferred Securities of the Trust representing undivided beneficial interests in the assets of the Trust designated the 7.100% Trust Preferred Securities (liquidation amount $25 per Trust Preferred Security) (the “Preferred Securities”). The Preferred Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer.

The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Preferred Securities represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Declaration of Trust of the Trust, dated as of June 8, 2006, as the same may be amended from time to time (the “Declaration”), including the designation of the terms of the Preferred Securities as set forth in Annex I to the Declaration.

The Holder is entitled to the benefits of the Preferred Securities Guarantee Agreement between the Sponsor and the Bank of New York Trust Company, N.A. dated as of June 8, 2006.

Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Preferred Securities Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Preferred Securities Guarantee and the Indenture to the Holder without charge upon written request to the Trust at its Corporate Trust Office.

Upon receipt of this certificate, the Holder is bound by the Declaration and the Preferred Securities Guarantee and is entitled to the benefits thereunder.

By acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Debt Securities as indebtedness of the Debt Security Issuer and the Preferred Securities as evidence of indirect beneficial ownership in the Debt Securities.

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IN WITNESS WHEREOF, the Trust has executed this certificate this          day of June, 2006.

Torchmark Capital Trust III
By:
Name:
Title:	Regular Trustee solely as trustee and not in his individual capacity

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{FORM OF CERTIFICATE OF AUTHENTICATION}

PROPERTY TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Preferred Securities referred to in the within-mentioned Declaration.

Dated: June             , 2006

The Bank of New York Trust Company, N.A.,

as Property Trustee

		or as Authentication Agent
By:		By:
	Authorized Signatory		Authorized Signatory

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{FORM OF REVERSE OF SECURITY}

REVERSE OF SECURITY

Distributions payable on each Preferred Security will be fixed at a rate per annum of 7.100% (the “Coupon Rate”) of the stated liquidation amount of $25 per Preferred Security, such rate being the rate of interest payable on the Debt Securities to be held by the Property Trustee. Distributions in arrears for more than one quarter will bear interest thereon compounded quarterly at the Coupon Rate (to the extent permitted by applicable law). The term “Distributions” as used herein includes such cash distributions and any such interest payable, including Additional Interest, if any, unless otherwise stated. A Distribution is payable only to the extent that payments are made in respect of the Debt Securities held by the Property Trustee and to the extent the Property Trustee has funds available therefor. The amount of Distributions payable for any period will be computed for any full quarterly Distribution period on the basis of a 360-day year of twelve 30-day months, and for any period shorter than a full quarterly Distribution period for which Distributions are computed, the amount of Distributions payable will be computed on the basis of the actual number of days elapsed per 30-day month.

Except as otherwise described below, Distributions on the Preferred Securities will be cumulative, will accumulate from June 8, 2006 and will be payable quarterly in arrears, on March 1, June 1, September 1 and December 1, of each year, commencing on September 1, 2006, which payment dates shall correspond to the interest payment dates on the Debt Securities, to Holders of record one (1) Business Day prior to such payment dates; PROVIDED, HOWEVER, that if the Preferred Securities are not then in book in book-entry only form, such Distributions shall be paid to Holders of record on the date that is fifteen days prior to the relevant payment dates, unless otherwise provided in the Declaration. The Debt Security Issuer has the right under the Indenture to defer payments of interest by extending the interest payment period from time to time on the Debt Securities for a period not exceeding 20 consecutive quarters (each an Extension Period”); PROVIDED THAT no Extension Period shall last beyond the date of the maturity of the Debt Securities and if the Debt Securities are called for redemption before the end of an Extension Period, the Extension Period shall end on the date fixed for redemption or such earlier date as determined by the Trust. As a consequence of such deferral, Distributions will also be deferred. Despite such deferral, quarterly Distributions will continue to accumulate with interest thereon (to the extent permitted by applicable law) at the Coupon Rate compounded quarterly during any such Extension Period. Prior to the termination of any such Extension Period, the Debt Security Issuer may further extend such Extension Period; PROVIDED THAT such Extension Period together with all such previous and further extensions thereof may not exceed 20 consecutive quarters or extend beyond the maturity date of the Debt Securities. Upon the termination of any Extension Period and the payment of all amounts then due, the Debt Security Issuer may commence a new Extension Period, subject to the above requirements.

The Preferred Securities shall be redeemable as provided in the Declaration.

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{FORM OF ASSIGNMENT FOR DEFINITIVE PREFERRED SECURITY}

For value received                                                                                        hereby sell(s), assign(s) and transfer(s) unto                                                                                                            (Please insert social security or other taxpayer identification number of assignee.) the within security and hereby irrevocably constitutes and appoints                          attorney to transfer the said security on the books of the Company, with full power of substitution in the premises.

Dated:                                             

Signature(s):                                                 

Signature Guarantee*

NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of this Security in every particular without alteration or enlargement or any change whatever.

*(Signature must be guaranteed by an “eligible guarantor institution,” that is, a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Paying Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Paying Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)

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SCHEDULE OF EXCHANGES OF PREFERRED SECURITIES

Date of
Exchange Amount of decrease in Liquidation Amount of Global Security Amount of increase in Liquidation Amount of Global Security Liquidation Amount of Global Security
following such
increase or decrease Notation Explaining Liquidation Amount
Recorded Authorized Signature of Trustee or Custodian

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EXHIBIT A-2

{FORM OF COMMON SECURITY CERTIFICATE}

THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD UNLESS SUCH OFFER AND SALE ARE REGISTERED UNDER OR ARE EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT. THE TRANSFER OF THE SECURITY EVIDENCED HEREBY IS ALSO SUBJECT TO THE RESTRICTIONS SET FORTH IN THE DECLARATION REFERRED TO BELOW. THE COMMON SECURITIES MAY ONLY BE TRANSFERRED BY THE SPONSOR AND ANY RELATED PARTY TO THE SPONSOR OR A RELATED PARTY OF THE SPONSOR: PROVIDED THAT, ANY SUCH TRANSFER SHALL NOT VIOLATE THE SECURITIES ACT AND IS SUBJECT TO THE CONDITION PRECEDENT THAT THE TRANSFEROR OBTAIN THE WRITTEN OPINION OF INDEPENDENT COUNSEL EXPERIENCED IN SUCH MATTERS THAT SUCH TRANSFER WOULD NOT CAUSE MORE THAN AN INSUBSTANTIAL RISK THAT: (I) THE TRUST WOULD NOT BE CLASSIFIED FOR UNITED STATES FEDERAL INCOME TAX PURPOSES AS A GRANTOR TRUST; AND (II) THE TRUST WOULD BE AN INVESTMENT COMPANY REQUIRED TO REGISTER UNDER THE INVESTMENT COMPANY ACT OR THE TRANSFEREE WOULD BECOME AN INVESTMENT COMPANY REQUIRED TO REGISTER UNDER THE INVESTMENT COMPANY ACT.

A2-1

Certificate Number:

Number of Common Securities: 148,454

Certificate Evidencing Common Securities

of

Torchmark Capital Trust III

7.100% Common Securities

(liquidation amount $25 per Common Security)

Torchmark Capital Trust III, a statutory trust formed under the laws of the State of Delaware (the “Trust”), hereby certifies that Torchmark Corporation (the “Holder”) is the registered owner of 148,454 common securities of the Trust representing undivided beneficial interests in the assets of the Trust designated the 7.100% Common Securities (liquidation amount $25 per Common Security) (the “Common Securities”). The Common Securities are not transferable except in accordance with Section 9.1 of the Declaration (as defined below).

The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of June 8, 2006, as the same may be amended from time to time (the “Declaration”), including the designation of the terms of the Common Securities as set forth in Annex I to the Declaration.

Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Sponsor will provide a copy of the Declaration and the Indenture to a Holder without charge upon written request to the Trust at its Corporate Trust Office.

Upon receipt of this certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder.

By acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Debt Securities as indebtedness of the Debt Security Issuer and the Common Securities as evidence of indirect beneficial ownership in the Debt Securities.

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IN WITNESS WHEREOF, the Trust has executed this certificate this              day of June, 2006.

Torchmark Capital Trust III
By:
Name:
Title:	Regular Trustee solely as trustee and not in his individual capacity

A2-3

{FORM OF REVERSE OF SECURITY}

Distributions payable on each Common Security will be fixed at a rate per annum of 7.100% (the “Coupon Rate”) of the stated liquidation amount of $25 per Common Security, such rate being the rate of interest payable on the Debt Securities to be held by the Property Trustee. Distributions in arrears for more than one quarter will bear interest thereon compounded quarterly at the Coupon Rate (to the extent permitted by applicable law). The term “Distributions” as used herein includes such cash distributions and any such interest payable, including Additional Interest, if any, unless otherwise stated. A Distribution is payable only to the extent that payments are made in respect of the Debt Securities held by the Property Trustee and to the extent the Property Trustee has funds available therefor. The amount of Distributions payable for any period will be computed for any full quarterly Distribution period on the basis of a 360-day year of twelve 30-day months, and for any period shorter than a full quarterly Distribution period for which Distributions are computed, the amount of Distributions payable will be computed on the basis of the actual number of days elapsed per 30-day month.

Except as otherwise described below, Distributions on the Common Securities will be cumulative, will accumulate from June 8, 2006 and will be payable quarterly in arrears, on March 1, June 1, September 1 and December 1 of each year, commencing on September 1, 2006, which payment dates shall correspond to the interest payment dates on the Debt Securities, to Holders of record one (1) Business Day prior to such payment dates; PROVIDED, HOWEVER, that if the Preferred Securities are not then in book-entry only form, such Distributions shall be paid to Holders of record on the date that is fifteen days prior to the relevant payment dates, unless otherwise provided in the Declaration. The Debt Security Issuer has the right under the Indenture to defer payments of interest by extending the interest payment period from time to time on the Debt Securities for a period not exceeding 20 consecutive quarters (each an “Extension Period”), PROVIDED THAT no Extension Period shall last beyond the date of maturity of the Debt Securities and if the Debt Securities are called for redemption before the end of an Extension Period, the Extension Period shall end on the date fixed for redemption or such earlier date as determined by the Trust. As a consequence of such deferral, Distributions will also be deferred. Despite such deferral, quarterly Distributions will continue to accumulate with interest thereon (to the extent permitted by applicable law) at the Coupon Rate compounded quarterly during any such Extension Period. Prior to the termination of any such Extension Period, the Debt Security Issuer may further extend such Extension Period; PROVIDED THAT such Extension Period together with all such previous and further extensions thereof may not exceed 20 consecutive quarters or extend beyond the date of maturity of the Debt Securities. Upon the termination of any Extension Period and the payment of all amounts then due, the Debt Security Issuer may commence a new Extension Period, subject to the above requirements.

The Common Securities shall be redeemable as provided in the Declaration.

A2-4

FORM OF ASSIGNMENT FOR SECURITY THEREOF

Pursuant to Section 9.1 of the Declaration, for value received                                                                           hereby sell(s), assign(s) and transfer(s) unto                                                                                            (Please insert social security or other taxpayer identification number of assignee.) the within security and hereby irrevocably constitutes and appoints                                  attorney to transfer the said security on the books of                                              , with full power of substitution in the premises.

Dated:

Signature(s):                                         

Signature Guarantee*

NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of this Security in every particular without alteration or enlargement or any change whatever.

* (Signature must be guaranteed by an “eligible guarantor institution,” that is, a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Paying Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Paying Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)

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EXHIBIT B

SPECIMEN OF DEBT SECURITY

B-1

EXHIBIT C

UNDERWRITING AGREEMENT

C-1

EX-4.4

Exhibit 4.4

TORCHMARK CORPORATION

Officer’s Certificate

Pursuant to Sections 2.1, 2.3, 2.4, 8.1 and 11.5 of the Indenture

Torchmark Capital Trust III, a Delaware statutory trust (“Capital Trust III”), offered to the public $120,000,000 aggregate liquidation amount of its 7.100% Trust Preferred Securities (the “Preferred Securities”), representing undivided beneficial interest in the assets of Capital Trust III, pursuant to an Underwriting Agreement dated as of June 1, 2006 (the “Underwriting Agreement”) by and among Capital Trust III, Torchmark Corporation, a Delaware corporation (the “Issuer”), and the underwriters named therein (the “Underwriters”) and proposes to invest the proceeds from such offering, together with the proceeds of the issuance and sale by Capital Trust III to the Issuer of $3,711,350 aggregate liquidation amount of its 7.100% Common Securities (the “Common Securities” and, together with the Preferred Securities, the “Trust Securities”), in $123,711,350 aggregate principal amount of Junior Subordinated Debentures (as defined below). The Preferred Securities will be issued pursuant to the terms of an Amended and Restated Declaration of Trust of Capital Trust III, dated as of June 8, 2006 (the “Declaration”), among the Regular Trustees (as defined therein), the Delaware Trustee (as defined therein), the Property Trustee (as defined therein), the Issuer and the holders from time to time of the Trust Securities.

Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Indenture dated as of November 2, 2001 by and between the Issuer and The Bank of New York, as amended by the Agreement of Resignation, Appointment and Acceptance effective May 5, 2005 (as so amended, the “Indenture”) by and among the Issuer, The Bank of New York and The Bank of New York Trust Company, N.A., as trustee (the “Indenture Trustee”).

The undersigned, Carol A. McCoy, Vice President, Associate Counsel and Secretary of the Issuer, hereby certifies as of June 8, 2006, pursuant to Sections 2.1, 2.3, 2.4, 8.1 and 11.5 of the Indenture as follows:

A. I have read Sections 2.1, 2.3, 2.4, 8.1 and 11.5 of the Indenture, and have made such other examination and investigation as is necessary to enable me to express an informed opinion as to whether all conditions precedent provided for in the Indenture relating to the issuance of the Junior Subordinated Debentures has been complied with.

B. In my opinion, all conditions precedent provided for in the Indenture relating to the issuance of the Junior Subordinated Debentures have been complied with.

C. The form and terms of the Junior Subordinated Debentures have been established pursuant to Sections 2.1 and 2.3 of the Indenture and comply with the Indenture.

D. Pursuant to the resolutions adopted by the Board of Directors of the Issuer (the “Board of Directors”) dated April 27, 2006 and by the Pricing Committee of the Board of Directors dated June 1, 2006, the following terms of the Junior Subordinated Debentures have been duly approved and authorized by the Issuer in accordance with the provisions of the Indenture:

1. Designation. The designation of the securities is “7.100% Junior Subordinated Debentures due 2046” the (“Junior Subordinated Debentures”).

2. Aggregate Principal Amount. The Junior Subordinated Debentures shall be limited in aggregate principal amount to $123,711,350 (except for Junior Subordinated Debentures authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Junior Subordinated Debentures pursuant to Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Indenture).

3. Registered Securities in Book-Entry Form. Except as provided in paragraph 14 below, the Junior Subordinated Debentures will be issued in fully registered certificated form without interest coupons. Pursuant to paragraph 14 below, the Junior Subordinated Debentures may be issued in book-entry only form (“Book-Entry Debentures”) and represented by one or more global Junior Subordinated Debentures (the “Global Debentures”) in fully registered form, without coupons. The initial Depositary with respect to the Global Debentures will be The Depository Trust Company, as Depositary for the accounts of its participants. So long as the Depositary for a Global Debenture, or its nominee, is the registered owner of the Global Debenture, the Depositary or its nominee, as the case may be, will be considered the sole owner or Holder of the Junior Subordinated Debentures in book-entry form represented by such Global Debentures for all purposes under the Indenture. Book-Entry Debentures will not be exchangeable for Junior Subordinated Debentures in definitive form (“Definitive Debentures”) except that, if the Depositary with respect to any Global Debenture or Debentures is at any time unwilling or unable to continue as Depositary or no longer eligible under Section 2.4 of the Indenture and a successor Depositary is not appointed by the Issuer within 90 days, the Issuer will issue Definitive Debentures in exchange for the Book-Entry Debentures represented by any such Global Debenture or Debentures. In addition, if (a) the Issuer at any time and in its sole discretion determines not to have a Global Debenture or Debentures or (b) there shall have occurred and be continuing an Event of Default, then, in each such event, the Issuer will issue Definitive Debentures in exchange for the Book-Entry Debentures represented by such Global Debenture or Debentures in accordance with the provisions of Section 2.8 of the Indenture.

4. Stated Maturity. The date on which the principal of the Junior Subordinated Debentures is payable is June 1, 2046.

5. Rate of Interest, Interest Payment Dates and Regular Record Dates. Each Junior Subordinated Debenture will bear interest from June 8, 2006 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, quarterly in arrears on March 1, June 1, September 1 and December 1 of each year (each, an “Interest Payment Date”) (subject to extension as provided below),

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commencing on September 1, 2006 at the rate of 7.100% per annum until the principal thereof is paid or made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the rate of 7.100% per annum, compounded quarterly, on any overdue principal and on any overdue installment of interest. Interest payments on the Junior Subordinated Debentures will include interest accrued to but excluding each Interest Payment Date. Interest so payable shall be paid to the person in whose name such Junior Subordinated Debenture is registered at the close of business on the Business Day next preceding such Interest Payment Date. In the event the Junior Subordinated Debentures do not remain in book-entry only form, the record dates will be 15 calendar days (whether or not a Business Day) prior to the Interest Payment Date.

The amount of interest payable for any full quarterly period will be computed on the basis of a 360-day year of twelve 30-day months and, for any period shorter than a full quarterly period, on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which interest is payable on the Junior Subordinated Debentures is not a Business Day, then payment of interest payable on such date will be made on the next succeeding Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date.

6. Additional Interest. If at any time while the Property Trustee is the Holder of the Junior Subordinated Debentures, the Issuer shall be required to deduct or withhold on payments to Capital Trust III, or Capital Trust III shall be required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes on payments to holders of Preferred Securities) imposed by the United States or any other taxing authority, then in any such case, the Issuer will pay as additional interest on the Junior Subordinated Debentures such additional amounts (“Additional Interest”) as shall be required so that the net amounts received and retained by Capital Trust III after paying any such taxes, duties, assessments or other governmental charges will be not less than the amounts Capital Trust III would have received had no such taxes, duties, assessment or governmental charges been imposed.

7. Extension of Interest Payment Period.

(a) Option to Extend. So long as the Issuer is not in default in the payment of interest on the Junior Subordinated Debentures, the Issuer shall have the right, at any time, and from time to time, during the term of the Junior Subordinated Debentures, to defer payments of interest by extending the interest payment period of such Junior Subordinated Debentures for a period not exceeding 20 consecutive quarters (each, an “Extension Period”); provided that no Extension Period may extend beyond the maturity date of the Junior Subordinated Debentures. At the end of each such period, the Issuer shall pay all interest then accrued and unpaid (together with interest thereon at the rate of 7.100% per annum compounded quarterly to the extent permitted by applicable law (“Compound Interest”) plus any Additional Interest).

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Prior to the termination of any Extension Period, the Issuer may further defer payments of interest by extending the interest payment period; provided that the Extension Period, including all such previous and further extensions, may not exceed 20 consecutive quarters or extend beyond the maturity date of the Junior Subordinated Debentures. If any Junior Subordinated Debentures are called for redemption before the end of an Extension Period, the Extension Period will end on such Redemption Date (as defined below) or an earlier date as determined by the Issuer. Upon the termination of any Extension Period and the payment of all amounts then due, the Issuer may commence a new Extension Period, subject to the above requirements.

(b) Notice of Extension. If the Property Trustee is the sole Holder of the Junior Subordinated Debentures, the Issuer shall give the Regular Trustees and the Property Trustee notice of its selection of an Extension Period, and the Regular Trustees will give notice of the selection of an Extension Period to the holders of the Preferred Securities, at least one Business Day prior to the earlier of (i) the next date distributions on the Preferred Securities are payable or (ii) the date the Regular Trustees are required to give notice to the New York Stock Exchange (or other applicable self-regulatory organization).

If the Property Trustee is not the sole Holder of the Junior Subordinated Debentures, the Issuer shall give the Holders of the Junior Subordinated Debentures notice of its selection of an Extension Period ten Business Days prior to the earlier of (i) the next interest payment date or (ii) the date upon which the Issuer is required to give notice to the New York Stock Exchange (or other applicable self-regulatory organization) or to Holders of the Junior Subordinated Debentures of the record or payment date of such related interest payment.

The quarter in which such notice is given pursuant to this section shall be counted as one of the 20 quarters permitted in the maximum Extension Period permitted under the first paragraph of this section.

8. Limitation of Transactions. If (i) there shall have occurred any event that would constitute an Event of Default or (ii) the Issuer shall be in default with respect to its payment or other obligations under the Preferred Securities Guarantee Agreement relating to the Preferred Securities, dated as of June 8, 2006, between the Issuer and The Bank of New York Trust Company, N.A., as guarantee trustee, dated as of the date hereof (the “Guarantee”) or (iii) the Issuer shall have given notice of its election to defer payments of interest on the Junior Subordinated Debentures by extending the interest payment period as provided in paragraph 7 above, then:

(a) Restrictions on Distributions. The Issuer may not declare or pay dividends on, make any distribution with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock; and

(b) Restrictions on Payments. The Issuer may not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any

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debt securities issued by the Issuer that rank pari passu with or junior in interest to the Junior Subordinated Debentures or make any guarantee payments with respect to the foregoing or with respect to any guarantee by the Issuer of the debt securities of any subsidiary of the Issuer if such guarantee ranks pari passu with or junior in interest to the Junior Subordinated Debentures;

provided, however, that the foregoing restrictions in (a) and (b) above do not apply to:

(1) repurchases, redemptions or other acquisitions of shares of capital stock of the Issuer in connection with (A) any employment contract, benefit plan or, other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, (B) a dividend reinvestment or shareholder stock purchase plan or (C) the issuance of capital stock of the Issuer (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to any such Event of Default, default under the Guarantee or Extension Period;

(2) an exchange, redemption or conversion of any class or series of the Issuer’s capital stock (or any capital stock of a subsidiary of the Issuer) for any class or series of the Issuer’s capital stock or of any class or series of the Issuer’s indebtedness for any class or series of the Issuer’s capital stock;

(3) the purchase of fractional interests in shares of the Issuer’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock;

(4) any declaration of a dividend in connection with the implementation of a shareholder’s rights plan, or the issuance of rights, stock or other property under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto;

(5) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock; or

(6) payments by the Issuer under the Guarantee, or under any similar guarantee by the Issuer with respect to any trust common or trust preferred securities of its subsidiaries.

9. Place of Payment. Principal and interest (including Compound Interest and Additional Interest, if any) on the Junior Subordinated Debentures will be payable, the transfer of such Junior Subordinated Debentures will be registrable and such Junior Subordinated Debentures will be exchangeable for Junior Subordinated Debentures bearing identical terms and provisions at the office or agency of the Issuer maintained for that purpose in the Borough of Manhattan, The City and State of New York; provided, however, that, at the option of the Issuer, payments of interest may be made by check mailed to the registered Holder at such address as shall appear in the Security Register

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and that the payment of principal with respect to any Junior Subordinated Debenture will only be made upon surrender of such Junior Subordinated Debenture to the Indenture Trustee. Notwithstanding the foregoing, so long as the Property Trustee is the sole Holder of the Junior Subordinated Debentures, the payment of principal and interest (including Compound Interest and Additional Interest, if any) will be made at such place and to such account of Capital Trust III as may be designated by the Property Trustee.

10. Redemption.

(a) Optional Redemption. The Issuer shall have the right to redeem the Junior Subordinated Debentures on or after June 1, 2011 in whole at any time or in part from time to time at 100% of the principal amount per Junior Subordinated Debenture to be redeemed, plus accrued and unpaid interest thereon, including any Compound Interest and any Additional Interest, if any, to, but excluding, the date of redemption (the “Redemption Date”), such amount, the “Redemption Price.”

(b) Special Event Redemption. The Issuer shall have the right to redeem the Junior Subordinated Debentures before June 1, 2011, in whole (but not in part) at any time within 90 days following the occurrence of a Tax Event (as defined below) or an Investment Company Event (as defined below) at the Redemption Price; provided, however, that if at the time there is available to the Issuer or Capital Trust III the opportunity to eliminate, within such 90 day period, the Tax Event or Investment Company Event by taking some ministerial action, such as filing a form, making an election or pursuing some other similar reasonable measure that has no adverse effect on Capital Trust III, the Issuer or the holders of the Trust Securities, and will involve no material cost, then the Issuer or Capital Trust III shall pursue such measure in lieu of a redemption. In addition, the Issuer may not redeem the Junior Subordinated Debentures while either it or Capital Trust III is pursuing any similar ministerial action under the Declaration.

“Tax Event” means that the Regular Trustees, or if Capital Trust III has been dissolved at the time, an appropriate representative of the Holders of the Junior Subordinated Debentures, shall have received an opinion of independent tax counsel experienced in such matters to the effect that, as a result of:

(i) any amendment to, or change (including any announced prospective change) in the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority affecting taxation; or

(ii) any judicial decision, official administrative pronouncement or action interpreting or applying such laws or regulations (an “Administrative Action”),

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in each case, by any legislative body, court, governmental authority or regulatory body, irrespective of the manner in which such amendment, change or Administrative Action is made known, which pronouncement or decision is announced, in each case, on or after June 1, 2006, there is more than an insubstantial risk that (1) Capital Trust III is, or will be within 90 days of the date of such opinion of counsel, subject to United States federal income tax with respect to income accrued or received on the Junior Subordinated Debentures, (2) Capital Trust III is, or will be within 90 days of the date of such opinion of counsel, subject to more than a de minimis amount of taxes (other than withholdings taxes), duties or other governmental charges or (3) interest paid in cash by the Issuer to Capital Trust III on the Junior Subordinated Debentures is not, or within 90 days of the date of such opinion of counsel, will not be, deductible, in whole or in part, by the Issuer for United States federal income tax purposes.

Notwithstanding the foregoing, a Tax Event shall not include any change in tax law that requires the Issuer for United States federal income tax purposes to defer taking a deduction for any original issue discount (“OID”) that accrues with respect to the Junior Subordinated Debentures until the interest payment related to such OID is paid by the Issuer in cash if such change in tax law does not create more than an insubstantial risk that the Issuer will be prevented from taking a deduction for OID accruing with respect to the Junior Subordinated Debentures at a date that is no later than the date the interest payment related to such OID is actually paid by the Issuer in cash. If an event described in clause (a) or (b) of the definition of “Tax Event” above has occurred and is continuing and Capital Trust III is the Holder of all the Junior Subordinated Debentures, the Issuer will pay Additional Interest, if any, on the Junior Subordinated Debentures unless the Issuer elects to redeem the Junior Subordinated Debentures in accordance with this paragraph 10.

“Investment Company Event” means that the Regular Trustees shall have received an opinion of independent counsel experienced in such matters to the effect that, as a result of the occurrence of a change (including any announced prospective change) in law or regulation or a written change (including any announced prospective change) in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority on or after June 1, 2006, there is more than an insubstantial risk that Capital Trust III is or will be considered an “investment company” that is required to be registered under the Investment Company Act of 1940, as amended.

(c) Redemption Procedures.

(1) Notice of any redemption will be mailed at least 30 but not more than 60 days before the Redemption Date to each Holder of Junior Subordinated Debentures to be redeemed.

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(2) Unless the Issuer defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Junior Subordinated Debentures or portions thereof called for redemption.

(3) If fewer than all of the Junior Subordinated Debentures are to be redeemed, the Junior Subordinated Debentures (or portions thereof) to be redeemed shall be selected by the Indenture Trustee by such method as the Indenture Trustee shall deem fair and appropriate, provided that if, at the time of redemption, the Junior Subordinated Debentures are registered as a Global Debenture, the Depositary shall determine the principal amount of such Junior Subordinated Debentures held by each Holder to be redeemed in accordance with its procedures.

(4) If a partial redemption of the Preferred Securities resulting from a partial redemption of the Junior Subordinated Debentures would result in the delisting of the Preferred Securities, the Issuer may only redeem the Junior Subordinated Debentures in whole.

(5) The Issuer may not redeem fewer than all of the Junior Subordinated Debentures unless all accrued and unpaid interest (including Compound Interest and Additional Interest, if any) has been paid on all Junior Subordinated Debentures for all quarterly interest payment periods terminating on or prior to the Redemption Date.

11. Acceleration of Maturity Date.

(a) Acceleration. If a Tax Event described in clause (3) of the definition of “Tax Event” occurs, the Issuer will have the right, prior to a dissolution of Capital Trust III, to accelerate the stated maturity of the Junior Subordinated Debentures to the minimum extent required so that interest on the Junior Subordinated Debentures will be deductible for United States federal income tax purposes, but in no event may the resulting maturity of the Junior Subordinated Debentures be less than 15 years from the date of original issuance.

(b) Opinion of Counsel. The stated maturity may be accelerated only if the Issuer shall have received an opinion of independent counsel experienced in such matters to the effect that:

(1) following such acceleration, interest paid on the Junior Subordinated Debentures will be deductible for United States federal income tax purposes;

(2) the holders of Preferred Securities will not recognize income, gain or loss for United States federal income tax purposes as a result of such acceleration, and taxed under United States federal income tax law in the same amount, in the manner and at the same times as would have been the case if such acceleration had not occurred; and

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(3) such acceleration will not cause Capital Trust III to be classified as other than a grantor trust for United States federal income tax purposes.

12. Mandatory Redemption. The Junior Subordinated Debentures will contain no provision for mandatory redemption, a sinking fund or any analogous provisions.

13. Subordination. Junior Subordinated Debentures shall be subordinated and junior in right of payment to all Senior Indebtedness of the Issuer pursuant to Article XIII of the Indenture.

14. Dissolution Event. “Dissolution Event” means that as a result of any election by the Issuer, Capital Trust III is to be dissolved in accordance with the Declaration, and the Junior Subordinated Debentures held by the Property Trustee are to be distributed to the holders of the Trust Securities pro rata in accordance with the Declaration. In connection with a Dissolution Event:

(a) Global Debenture. Definitive Debentures may be presented to the Indenture Trustee by the Property Trustee in exchange for a Global Debenture in an aggregate principal amount equal to all Definitive Debentures outstanding to be registered in the name of the Depositary, or its nominee, and delivered by the Indenture Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Issuer upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Indenture Trustee for authentication and delivery in accordance with the Indenture and this Officer’s Certificate. Payments on the Junior Subordinated Debentures issued as a Global Debenture will be made to the Depositary.

(b) Non Book-Entry Preferred Securities. If any Preferred Securities are held in non book-entry certificated form, Definitive Debentures may be presented to the Indenture Trustee by the Property Trustee and any Preferred Security certificate which represents Preferred Securities other than Preferred Securities held by the Depositary or its nominee (“Non Book-Entry Preferred Securities”) will be deemed to represent beneficial interests in Junior Subordinated Debentures presented to the Indenture Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security certificates will be cancelled and a Debenture registered in the name of the holder of the Preferred Security certificates or the transferee of the holder of such Preferred Security certificates, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security certificates cancelled will be executed by the Issuer and delivered to the Indenture Trustee for authentication and delivery in accordance with the Indenture and this Officer’s Certificate. On issue of such Junior Subordinated Debentures, Non Book-Entry Preferred Securities with an equivalent aggregate liquidation amount that were presented by the Property Trustee to the Indenture Trustee will be deemed to have been cancelled.

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15. Denominations. The Junior Subordinated Debentures will be issuable in denominations of $25 and integral multiples thereof.

16. Issue Price. The Junior Subordinated Debentures will be issued at a price equal to the principal amount thereof.

17. Modification of the Indenture. No supplemental indenture shall modify the subordination provisions of the Junior Subordinated Debentures in a manner adverse to the Holders.

18. Currency. The Junior Subordinated Debentures will be denominated in Dollars. The principal of and interest on the Junior Subordinated Debentures shall be payable in Dollars.

19. Payment Currency. The principal of and interest on the Junior Subordinated Debentures shall not be payable in a currency other than Dollars. The principal of and interest on the Junior Subordinated Debentures shall not be determined with reference to an index based on a coin or currency.

20. Registered Securities. The Junior Subordinated Debentures shall be issuable as Registered Securities. The Junior Subordinated Debentures may be issued as Registered Global Securities.

21. Definitive Certificates. Section 2.8 of the Indenture will govern the transferability and exchange of Junior Subordinated Debentures in definitive form.

22. Agents. The Indenture Trustee shall initially serve as the Registrar and the Paying Agent for the Junior Subordinated Debentures. The Depository Trust Company shall initially serve as the Depositary for the Registered Global Security representing Junior Subordinated Debentures.

23. Covenants. In addition to the covenants set forth in Article III of the Indenture, the Issuer covenants and agrees for the benefit of the Holders of the Junior Subordinated Debentures as follows:

(a) that it will maintain 100% ownership of the Common Securities, directly or indirectly, while the Junior Subordinated Debentures remain outstanding;

(b) as holder of the Common Securities, it will not voluntarily dissolve, wind up or liquidate Capital Trust III other than:

(1) in connection with a Dissolution Event or

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(2) as part of a merger, consolidation or amalgamation which is permitted under the Declaration; and

(c) that it will pay to Capital Trust III any Additional Amounts so that the net amounts received and retained by Capital Trust III after paying any taxes, duties, assessments or other governmental charges will not be less than what Capital Trust III would have received had no such taxes, duties, assessments or other governmental charges been imposed.

24. Events of Default. There shall be no deletions from, modifications or additions to the Events of Default set forth in Section 5.1 of the Indenture with respect to the Junior Subordinated Debentures.

25. Conversion. The Junior Subordinated Debentures contain no provision for conversion.

26. Discharge, Defeasance and Covenant Defeasance. Article X of the Indenture shall not apply to the Junior Subordinated Debentures.

27. Exchange Listing. If the Junior Subordinate Debentures are distributed to the holders of the Preferred Securities, the Issuer will use all its reasonable best efforts to list such Junior Subordinated Debentures on the New York Stock Exchange or on such other exchange as the Preferred Securities are then listed.

28. Direct Action. The Issuer and the Indenture Trustee acknowledge that pursuant to the Declaration, the holders of Preferred Securities are entitled, in the circumstances and subject to the limitations set forth therein, to commence a Direct Action (as defined therein) with respect to any Event of Default under the Indenture.

29. Payment of Expenses. In connection with the offering, sale and issuance of the Junior Subordinated Debentures to the Property Trustee and in connection with the sales of the Trust Securities by Capital Trust III, the Issuer, in its capacity as borrower with respect to the Junior Subordinated Debentures, shall:

(a) pay all costs and expenses relating to the offering, sale and issuance of the Junior Subordinated Debentures, including commissions to the underwriters payable pursuant to an underwriting agreement and compensation of the Indenture Trustee in accordance with the provisions of Section 6.6 of the Indenture.

(b) pay all costs and expenses of Capital Trust III (including, but not limited to, costs and expenses relating to the organization of Capital Trust III, the offering, sale and issuance of the Trust Securities (including commissions to the underwriters in connection therewith), the fees and expenses of the Property Trustee and the Delaware Trustee, the costs and expenses relating to the operation of Capital Trust III, including without limitation, costs and expenses of accountants, attorneys, statistical or bookkeeping services, expenses for printing and engraving and computing or accounting equipment, paying agent(s),

11

registrar(s), transfer agent(s), duplicating, travel and telephone and other telecommunications expenses and costs and expenses incurred in connection with the acquisition, financing, and disposition of Capital Trust III’s assets); and

(c) be primarily and fully liable for any indemnification obligations arising with respect to the declaration of trust of Capital Trust III.

30. Indebtedness. The Issuer agrees to treat the Junior Subordinated Debentures as Indebtedness for United States federal, state and local tax purposes.

31. Other Terms. The Junior Subordinated Debentures shall have the other terms and shall be substantially in the form set forth in the form of Junior Subordinated Debenture attached hereto as Exhibit A. In case of any conflict between this certificate and the Junior Subordinated Debentures in the form attached hereto as Exhibit A, the form of the Junior Subordinated Debentures shall control.

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IN WITNESS WHEREOF, the undersigned has hereunto signed this Certificate on behalf of the Issuer as of the day and year first above written.

TORCHMARK CORPORATION
By:	/s/ Carol A. McCoy
Name:	Carol A. McCoy
Title:	Vice President, Associate Counsel and Secretary

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EXHIBIT A

(FORM OF JUNIOR SUBORDINATED DEBENTURE)

THIS CERTIFICATE IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR A NOMINEE OF THE DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR JUNIOR SUBORDINATED DEBENTURES IN DEFINITIVE FORM, THIS JUNIOR SUBORDINATED DEBENTURE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN

.

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CUSIP NO.: 891027 AM 6

REGISTERED REGISTERED

TORCHMARK CORPORATION

7.100% JUNIOR SUBORDINATED DEBENTURE DUE 2046

NO. R-l	PRINCIPAL AMOUNT:
	U.S.$123,711,350

ORIGINAL ISSUE DATE:	June 8, 2006
MATURITY DATE:	June 1, 2046
ISSUE PRICE:	100%
INTEREST RATE:	7.100%
INTEREST PAYMENT DATES:	March 1, June 1, September 1 and December 1, commencing September 1, 2006
REGULAR RECORD DATES:	See Further Provisions Set Forth Herein
REDEMPTION DATE/PRICE:	See Further Provisions Set Forth Herein

TORCHMARK CORPORATION, a corporation duly organized and existing under the laws the State of Delaware (herein referred to as the “Company”), for value received, hereby promises to pay to The Bank of New York Trust Company, N.A., as property trustee (the “Property Trustee”) of Torchmark Capital Trust III (the “Trust”), or registered assigns, the Principal Amount specified above on the Maturity Date specified above (unless and except to the extent earlier redeemed or repaid prior to such Maturity Date), and to pay interest thereon from and including June 8, 2006, or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 1, June 1, September 1 and December 1 of each year, commencing September 1, 2006, at the rate per annum specified above, until but excluding the date the principal hereof is paid or made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the rate per annum specified above, compounded quarterly, on any overdue principal and on any overdue installment of interest. Interest payments for this Junior Subordinated Debenture will include interest accrued to, but excluding, each Interest Payment Date. Interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture (as defined below), be paid to the Person in whose name this Junior Subordinated Debenture is registered at the close of business on the Regular Record Date, which shall be the close of business on the Business Day next preceding such Interest Payment Date unless otherwise provided for in the Indenture, except that if this Junior Subordinated Debenture is held by the Property Trustee and the Preferred Securities are no longer in book-entry only form, such Regular Record Date shall be the close of business on the

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15th day (whether or not a Business Day) next preceding such Interest Payment Date. If any Interest Payment Date or Maturity Date with respect to this Junior Subordinated Debenture falls on a day that is not a Business Day, then payment due on such Interest Payment Date or Maturity Date will be made on the following day that is a Business Day and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date or Maturity Date, as the case may be, except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Payment of the principal of and interest, if any, on this Junior Subordinated Debenture will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, and at any other office or agency maintained by the Company for such purpose, in Dollars; provided, however, that at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the security register; provided further that the Holder of this Junior Subordinated Debenture shall be entitled to receive payments of principal of and interest, if any, on this Junior Subordinated Debenture by wire transfer of immediately available funds if appropriate wire transfer instructions have been received in writing by the Trustee not less than 15 days prior to the applicable payment date. Notwithstanding the foregoing, so long as the Holder of this Junior Subordinated Debenture is the Property Trustee, the payment of the principal of and interest on this Junior Subordinated Debenture will be made at such place and to such account as may be designated by the Property Trustee.

If at any time while the Property Trustee is the holder of the Junior Subordinated Debentures, we shall be required to deduct or withhold on payments to the Trust, or the Trust shall be required to pay any taxes, duties, assessments or governmental charges of whatever nature, other than withholding taxes on payments to holders of the Preferred Securities, imposed by the United States or any other taxing authority, then, in any such case, we will pay as additional interest on the debentures any additional amounts (“Additional Interest”) that are required so that the net amounts received and retained by the Trust after paying those taxes, duties, assessments or governmental charges will not be less than the amounts the Trust would have received if those taxes, duties, assessments or governmental charges had not been imposed.

The amount of interest payable for any period will be computed for any full quarterly interest period on the basis of a 360-day year of twelve 30-day months, and for any period shorter than a full quarterly interest period for which interest is computed, the amount of interest payable will be computed on the basis of the actual number of days elapsed per 30-day month.

All undefined terms used in this Junior Subordinated Debenture which are defined in the Indenture (as defined in the reverse hereof) shall have the meanings assigned to them in the Indenture.

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The indebtedness evidenced by this Junior Subordinated Debenture is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness of the Company, and this Junior Subordinated Debenture is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Junior Subordinated Debenture, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notices of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such Holder upon said provisions.

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IN WITNESS WHEREOF, Torchmark Corporation has caused this instrument to be executed.

	TORCHMARK CORPORATION
Dated:	By:
		Name:   Carol A. McCoy
		Title:     Vice President,               Associate Counsel and Secretary

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TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

	THE BANK OF NEW YORK TRUST COMPANY, N.A. as Trustee
Dated:	By:
		Name:   Charles S. Northen, IV
		Title:     Vice President

A-6

REVERSE OF SECURITY

This Junior Subordinated Debenture is one of a duly authorized issue of securities (herein called the “Securities”) of the Company (which term includes any successor under the Indenture hereinafter referred to) issued and to be issued pursuant to such Indenture. This Junior Subordinated Debenture is one of a series designated by the Company as its 7.100% Junior Subordinated Debentures due 2046 (the “Junior Subordinated Debentures”), limited in aggregate principal amount to $123,711,350. The Indenture does not limit the aggregate principal amount of other debt securities that may be issued thereunder.

The Company issued this Junior Subordinated Debenture pursuant to an Indenture, dated as of November 2, 2001 (herein called the “Indenture” which term, for the purposes of this Junior Subordinated Debenture, shall include the Officer’s Certificate dated June 8, 2006, delivered pursuant to Sections 2.1, 2.3 and 8.5 of the Indenture), between the Company and The Bank of New York, as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and Holders of the Junior Subordinated Debentures and of the terms upon which the Junior Subordinated Debentures are, and are to be, authenticated and delivered.

Except as otherwise provided in the Indenture, the Junior Subordinated Debentures are issuable as Registered Securities, without coupons, in denominations of $25 and any amount in excess thereof which is an integral multiple of $25. As provided in the Indenture and subject to certain limitations therein set forth, Junior Subordinated Debentures are exchangeable for a like aggregate principal amount of Junior Subordinated Debentures of like tenor of any authorized denomination, as requested by the Holder surrendering the same, upon surrender of the Junior Subordinated Debenture or Junior Subordinated Debentures to be exchanged at any office or agency described below where Junior Subordinated Debentures may be presented for registration of transfer.

As provided in the Indenture and subject to certain limitations therein set forth, the Junior Subordinated Debentures are redeemable, without penalty, at the option of the Company (i) in whole before June 1, 2011, within 90 days of the occurrence of a Tax Event or an Investment Company Event, provided such event is then continuing, and (ii) in whole or in part on or after June 1, 2011, at a redemption price (the “Redemption Price”) equal to 100% of the principal amount per Junior Subordinated Debenture, plus, in each case, any accrued and unpaid interest thereon, including any Compound Interest and Additional Interest, if any, to, but excluding, the date of such redemption (the “Redemption Date”); provided, however, that if at the time there is available to the Company or the Trust the opportunity to eliminate, within such 90 day period, the Tax Event or Investment Company Event by taking some ministerial, such as filing a form or making an election, or pursuing some other similar reasonable measure that has

A-7

no adverse effect on the Trust, the Company or the Holders of the Junior Subordinated Debentures, and will involve no material cost, then the Company or the Trust shall pursue such measure in lieu of a redemption; provided further that the Company shall have no right to redeem the Debentures while it or the Trust is pursuing any such ministerial action.

Notwithstanding the foregoing, installments of interest becoming due and payable prior to the date fixed for redemption of any Junior Subordinated Debenture will be payable to the Holder of such Junior Subordinated Debenture of record at the close of business on the relevant Regular Record Date referred to above, all as provided in the Indenture.

Notice of any redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of the Junior Subordinated Debentures to be redeemed. The notice of redemption to each such Holder shall specify the principal amount of each Junior Subordinated Debenture held by such Holder to be redeemed, the date fixed for redemption, the Redemption Price, the place or places of payment, that payment will be made upon presentation and surrender of the Junior Subordinated Debentures, that interest accrued to, but excluding, the date fixed for redemption will be paid as specified in such notice and that on and after said date, interest thereon or on the portions thereof to be redeemed will cease to accrue. In case the Junior Subordinated Debentures are to be redeemed in part only, the notice of redemption to registered Holders of the Junior Subordinated Debentures shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Junior Subordinated Debenture, a new Junior Subordinated Debenture or Junior Subordinated Debentures in principal amount equal to the unredeemed portion thereof will be issued.

For all purposes of this Junior Subordinated Debenture and the Indenture, unless the context otherwise requires, all provisions relating to the redemption by the Company of this Junior Subordinated Debenture shall relate, in the case that this Junior Subordinated Debenture is redeemed or to be redeemed by the Company only in part, to that portion of the principal amount of this Junior Subordinated Debenture that has been or is to be redeemed.

As provided in the Indenture and subject to certain limitations therein set forth, if certain Tax Events described therein occur, the Company will have the right, prior to a dissolution of the Trust, to accelerate the principal amount of this Junior Subordinated Debenture to the minimum extent required so that interest on this Junior Subordinated Debenture will be deductible for United States federal income tax purposes, but in no event may the resulting maturity of this Junior Subordinated Debenture be less than 15 years from the date of original issuance.

If an Event of Default with respect to the Junior Subordinated Debentures shall occur and be continuing, the principal of the Junior Subordinated Debentures

A-8

may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, in certain circumstances therein specified, the amendment thereof without the consent of the Holders of the Securities. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations under the Indenture of the Company and the rights of Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all the Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Junior Subordinated Debenture shall be conclusive and binding upon such Holder and upon all future Holders of this Junior Subordinated Debenture and of any Junior Subordinated Debenture issued upon the registration of transfer hereof or in exchange herefor, or in lieu hereof, whether or not notation of such consent or waiver is made upon this Junior Subordinated Debenture.

No reference herein to the Indenture and no provision of this Junior Subordinated Debenture or the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Junior Subordinated Debenture at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, so long as the Company is not in default in the payment of interest on the Junior Subordinated Debentures, it shall have the right at any time, and from time to time, during the term of the Junior Subordinated Debentures to defer payments of interest by extending the interest payment period of such Junior Subordinated Debentures for a period not exceeding 20 consecutive quarters (an “Extension Period”), provided that no Extension Period may extend beyond the Maturity Date. At the end of an Extension Period, the Company shall pay all interest then accrued and unpaid (together with interest thereon at the rate specified for the Junior Subordinated Debentures to the extent that payment of such interest is enforceable under applicable law). Before the termination of any such Extension Period, the Company may further extend such Extension Period; provided, however, that such Extension Period together with all such further extensions thereof shall not exceed 20 consecutive quarterly periods. At the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any additional amounts then due, the Company may select a new Extension Period.

A-9

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of Junior Subordinated Debentures is registrable in the security register, upon surrender of a Junior Subordinated Debenture for registration of transfer at the office or agency of the Company in the Borough of Manhattan, The City of New York, or at such other offices or agencies as the Company may designate, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the security registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Junior Subordinated Debentures of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

No service charge shall be made by the Company, the Trustee or the security registrar for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Junior Subordinated Debenture for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Junior Subordinated Debenture is registered as the owner hereof for all purposes, whether or not this Junior Subordinated Debenture be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

THIS JUNIOR SUBORDINATED DEBENTURE SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM:	as tenants in common	UNIF GIFT MIN ACT _____ Custodian _____
TEN ENT:	as tenants by the entireties	(Cust.)                 (Minor)
JT TEN:	as joint tenants with right of survivor-	Under Uniform Gifts to Minor Act
	ship and not as tenants in common
		(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

Please Insert Social Security or Employer	-        -
Identification Number of Assignee

Please Print or Typewrite Name and Address

Including Postal Zip Code of Assignee

the within Security and all rights thereunder, hereby irrevocably constituting and appointing _________________________ attorney to transfer said Security on the books of the Company, with full power of substitution in the premises.

Dated:  ____________________________	_____________________________________________
	Signature

NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Junior Subordinated Debenture in every particular, without alteration or enlargement or any change whatever.

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EX-4.6

Exhibit 4.6

PREFERRED SECURITIES GUARANTEE AGREEMENT

TORCHMARK CAPITAL TRUST III

DATED AS OF JUNE 8, 2006

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 1.1	Definitions and Interpretation	1
	ARTICLE II
	TRUST INDENTURE ACT
Section 2.1	Trust Indenture Act; Application	4
Section 2.2	Lists of Holders	4
Section 2.3	Reports by The Preferred Guarantee Trustee	4
Section 2.4	Periodic Reports to Preferred Guarantee Trustee	4
Section 2.5	Evidence of Compliance With Conditions Precedent	5
Section 2.6	Events of Default; Waiver	5
Section 2.7	Event of Default; Notice	5
Section 2.8	Conflicting Interests	5
	ARTICLE III
	POWERS, DUTIES AND RIGHTS OF PREFERRED GUARANTEE TRUSTEE
Section 3.1	Powers And Duties of The Preferred Guarantee Trustee	6
Section 3.2	Certain Rights of Preferred Guarantee Trustee	8
Section 3.3	Not Responsible For Recitals or Issuance of Preferred Securities Guarantee	10
	ARTICLE IV
	PREFERRED GUARANTEE TRUSTEE
Section 4.1	Preferred Guarantee Trustee: Eligibility	10
Section 4.2	Appointment, Removal And Resignation of Preferred Guarantee Trustee	11
	ARTICLE V
	GUARANTEE
Section 5.1	Guarantee	12
Section 5.2	Waiver of Notice and Demand	12
Section 5.3	Obligations Not Affected	12
Section 5.4	Rights of Holders	13
Section 5.5	Guarantee of Payment	13
Section 5.6	Subrogation	13
Section 5.7	Independent Obligations	14

i

	ARTICLE VI
	LIMITATION OF TRANSACTIONS; SUBORDINATION
Section 6.1	Limitation of Transactions	14
Section 6.2	Subordination	15
	ARTICLE VII
	TERMINATION
Section 7.1	Termination	15
	ARTICLE VIII
	INDEMNIFICATION
Section 8.1	Exculpation	15
Section 8.2	Indemnification	16
	ARTICLE IX
	MISCELLANEOUS
Section 9.1	Successors and Assigns	16
Section 9.2	Amendments	16
Section 9.3	Notices	17
Section 9.4	Benefit	17
Section 9.5	Governing Law	17
Section 9.6	Waiver of Jury Trial	17
Section 9.7	Force Majeure	18

ii

CROSS-REFERENCE TABLE*

Section of Trust Indenture Act of 1939, as amended	Section of Preferred Securities Guarantee
310-317	2.1(b)
310(b)	4.1(c)
311(a)	2.2(b)
311(b)	2.2(b)
312(b)	2.2(b)
313	2.3
313(d)	2.3
314	2.4
314(c)	2.5
314(c)(1)	2.5

* This Cross-Reference table does not constitute part of the Preferred Securities Guarantee and shall not affect the interpretation of any of its terms or provisions.

iii

PREFERRED SECURITIES GUARANTEE AGREEMENT

This PREFERRED SECURITIES GUARANTEE AGREEMENT (the “Preferred Securities Guarantee”), dated as of June 8, 2006, is executed and delivered by Torchmark Corporation, a Delaware corporation (the “Guarantor”), and The Bank of New York Trust Company, N.A., as trustee (the “Preferred Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of Torchmark Capital Trust III, a Delaware statutory trust (the “Issuer”).

WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the “Declaration”), dated as of June 8, 2006, among the trustees named therein, the Guarantor, as sponsor, and the holders from time to time of undivided beneficial interests in the assets of the Issuer, the Issuer is issuing on the date hereof 4,800,000 preferred securities, having an aggregate liquidation amount of $120,000,000, designated the 7.100% Trust Preferred Securities (the “Preferred Securities”).

WHEREAS, as incentive for the Holders to purchase the Preferred Securities, the Guarantor desires irrevocably and unconditionally to agree, to the extent set forth in this Preferred Securities Guarantee, to pay to the Holders of the Preferred Securities the Guarantee Payments (as defined herein) and to make certain other payments on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the purchase by each Holder of Preferred Securities, which purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes and delivers this Preferred Securities Guarantee for the benefit of the Holders.

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions and Interpretation. In this Preferred Securities Guarantee, unless the context otherwise requires:

(a) capitalized terms used in this Preferred Securities Guarantee but not defined in the preamble above have the respective meanings assigned to them in this Section 1.1;

(b) terms defined in the Declaration as at the date of execution of this Preferred Securities Guarantee have the same meaning when used in this Preferred Securities Guarantee unless otherwise defined in this Preferred Securities Guarantee;

(c) a term defined anywhere in this Preferred Securities Guarantee has the same meaning throughout;

1

(d) all references to “the Preferred Securities Guarantee” or “this Preferred Securities Guarantee” are to this Preferred Securities Guarantee as modified, supplemented or amended from time to time;

(e) all references in this Preferred Securities Guarantee to Articles and Sections are to Articles and Sections of this Preferred Securities Guarantee, unless otherwise specified; a term defined in the Trust Indenture Act has the same meaning when used in this Preferred Securities Guarantee, unless otherwise defined in this Preferred Securities Guarantee or unless the context otherwise requires; and

(f) a reference to the singular includes the plural and vice versa.

“Corporate Trust Office” means the office of the Preferred Guarantee Trustee at which the corporate trust business of the Preferred Guarantee Trustee shall, at any particular time, be principally administered, which office at the date of execution of this Agreement is located at, The Bank of New York Trust Company, N.A., 505 North 20th Street, Suite 950, Birmingham, Alabama 35203, Attention: Corporate Trust Administration.

“Declaration” has the meaning assigned thereto in the recitals hereto.

“Event Of Default” means a failure by the Guarantor to perform any of its payment or other obligations under this Preferred Securities Guarantee.

“Guarantee Payments” means the following payments or distributions, without duplication, with respect to the Preferred Securities, to the extent not paid or made by the Issuer: (i) any accumulated and unpaid Distributions (as defined in the Declaration) that are required to be paid on such Preferred Securities to the extent the Issuer shall have funds available therefor, (ii) the redemption price (the “Redemption Price”), and all accumulated and unpaid Distributions to but excluding the date of redemption, to the extent the Issuer has funds available therefor, with respect to any Preferred Securities called for redemption by the Issuer, and (iii) upon a voluntary or involuntary dissolution, winding-up or termination of the Issuer (other than in connection with the redemption of all of the Preferred Securities or the distribution of the Debt Securities to the Holders in exchange for Preferred Securities as provided in the Declaration), the lesser of (a) the aggregate of the liquidation amount and all accumulated and unpaid Distributions on the Preferred Securities to but excluding the date of payment, to the extent the Issuer shall have funds available therefor, and (b) the amount of assets of the Issuer remaining available for distribution to Holders of Preferred Securities then outstanding upon the liquidation of the Issuer (in either case, the “Liquidation Distribution”).

“Guarantor” has the meaning assigned thereto in the recitals hereto.

“Holder” shall mean any holder, as registered on the books and records of the Issuer, of any Preferred Securities; provided, however, that, in determining whether the holders of the requisite percentage of Preferred Securities have given any request, notice, consent or waiver hereunder, “Holder” shall not include the Guarantor or any Affiliate of the Guarantor.

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“Indemnified Person” means the Preferred Guarantee Trustee, any Affiliate of the Preferred Guarantee Trustee, or any officers, directors, shareholders, members, partners, employees, representatives, nominees, custodians or agents of the Preferred Guarantee Trustee.

“Indenture” means the Junior Subordinated Indenture dated as of November 2, 2001 between the Guarantor and The Bank of New York, as trustee, as amended by the Agreement of Resignation, Appointment and Acceptance effective May 5, 2005 by and among the Guarantor, The Bank of New York and the Preferred Gaurantee Trustee, as successor trustee, and an Officer’s Certificate of the Issuer dated as of June 8, 2006, and as may be further amended or supplemented as provided therein.

“Issuer” has the meaning assigned thereto in the recitals hereto.

“List Of Holders” shall have the meaning set forth in Section 2.2.

“Majority In Liquidation Amount Of The Preferred Securities” means, except as provided in the terms of the Preferred Securities, or except as provided by the Trust Indenture Act, a vote by Holder(s), voting separately as a class, of more than 50% of the liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accumulated and unpaid Distributions to the date upon which the voting percentages are determined) of all Preferred Securities.

“Person” means any individual, corporation, estate, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated association or government or any agency or political subdivision thereof, or any other entity of whatever nature.

“Preferred Guarantee Trustee” means The Bank of New York Trust Company, N.A., until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment pursuant to the terms of this Preferred Securities Guarantee and thereafter means each such Successor Preferred Guarantee Trustee.

“Preferred Securities” has the meaning assigned thereto in the recitals hereto.

“Preferred Securities Guarantee” has the meaning assigned thereto in the recitals hereto.

“Relevant Jurisdiction” means the United States.

“Relevant Tax” means any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by or on behalf of any Relevant Jurisdiction or any authority therein or thereof having the power to tax.

“Responsible Officer” means, with respect to the Preferred Guarantee Trustee, any officer within the Corporate Trust Office of the Preferred Guarantee Trustee, including any vice president, any assistant vice president, any assistant treasurer or other officer of the Corporate

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Trust Office of the Preferred Guarantee Trustee customarily performing functions similar to those performed by any of the above designated officers, and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of that officer’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of the Preferred Securities Guarantee.

“Successor Preferred Guarantee Trustee” means a successor Preferred Guarantee Trustee possessing the qualifications to act as Preferred Guarantee Trustee under Section 4.1.

ARTICLE II

TRUST INDENTURE ACT

Section 2.1 Trust Indenture Act; Application.

(a) This Preferred Securities Guarantee is subject to the provisions of the Trust Indenture Act that are required to be part of this Preferred Securities Guarantee and shall, to the extent applicable, be governed by such provisions; and

(b) If and to the extent that any provision of this Preferred Securities Guarantee limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control.

Section 2.2 Lists of Holders.

(a) The Guarantor shall provide the Preferred Guarantee Trustee with a list, in such form as the Preferred Guarantee Trustee may reasonably require, of the names and addresses of the Holders (“List of Holders”) (i) within 14 days after each record date for payment of Distributions, as of such record date, and (ii) at any other time, within 30 days of receipt by the Guarantor of a written request for a List of Holders as of a date no more than 14 days before such List of Holders is given to the Preferred Guarantee Trustee. The Preferred Guarantee Trustee may destroy any List of Holders previously given to it on receipt of a new List of Holders.

(b) The Preferred Guarantee Trustee shall comply with its obligations under Sections 311(a), 311(b) and Section 312(b) of the Trust Indenture Act.

Section 2.3 Reports by The Preferred Guarantee Trustee. Within 60 days after May 15 of each year, the Preferred Guarantee Trustee shall provide to the Holders such reports as are required by Section 313 of the Trust Indenture Act, if any, in the form and in the manner provided by Section 313 of the Trust Indenture Act. The Preferred Guarantee Trustee shall also comply with the requirements of Section 313(d) of the Trust Indenture Act.

Section 2.4 Periodic Reports to Preferred Guarantee Trustee. The Guarantor shall provide to the Preferred Guarantee Trustee such documents, reports and information (if any) as are required by Section 314 and the compliance certificate required by Section 314 of the Trust Indenture Act in the form, the manner and at the times required by Section 314 of the Trust Indenture Act.

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Delivery of such reports, information and documents to the Preferred Guarantee Trustee is for informational purposes only and the Preferred Guarantee Trustee’s receipt of such shall not constitute constructive notice of any information contained therein, including the Guarantor’s compliance with any of its covenants hereunder (as to which the Preferred Guarantee Trustee is entitled to rely exclusively on Officers’ Certificates).

Section 2.5 Evidence of Compliance with Conditions Precedent. The Guarantor shall provide to the Preferred Guarantee Trustee such evidence of compliance with any conditions precedent, if any, provided for in this Preferred Securities Guarantee that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) may be given in the form of an Officers’ Certificate.

Section 2.6 Events of Default; Waiver. The Holders of a Majority in liquidation amount of Preferred Securities may, by vote, on behalf of the Holders of all of the Preferred Securities, waive any past Event of Default and its consequences except an Event of Default in respect of a covenant or provision hereof which cannot be modified or amended without the consent of each Holder of Preferred Securities. Upon such waiver, any such Event of Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Preferred Securities Guarantee, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Section 2.7 Event of Default; Notice.

(a) The Preferred Guarantee Trustee shall, within 90 days after the occurrence of an Event of Default actually known to a Responsible Officer of the Preferred Guarantee Trustee, transmit by mail, first class postage prepaid, to the Holders of the Preferred Securities, notices of all such Events of Default unless such defaults have been cured before the giving of such notice, provided that the Preferred Guarantee Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of the Preferred Guarantee Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of the Preferred Securities.

(b) The Preferred Guarantee Trustee shall not be deemed to have knowledge of any Event of Default unless a Responsible Officer of the Preferred Guarantee Trustee shall have obtained actual knowledge thereof or shall have received written notice of such Event of Default.

Section 2.8 Conflicting Interests. The Declaration shall be deemed to be specifically described in this Preferred Securities Guarantee for the purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act.

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ARTICLE III

POWERS, DUTIES AND RIGHTS OF PREFERRED GUARANTEE TRUSTEE

Section 3.1 Powers and Duties of the Preferred Guarantee Trustee.

(a) This Preferred Securities Guarantee shall be held by the Preferred Guarantee Trustee for the benefit of the Holders and the Preferred Guarantee Trustee shall not transfer this Preferred Securities Guarantee to any Person except a Holder exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee Trustee, and such vesting and succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee.

(b) If an Event of Default actually known to a Responsible Officer of the Preferred Guarantee Trustee has occurred and is continuing, the Preferred Guarantee Trustee shall enforce this Preferred Securities Guarantee for the benefit of the Holders.

(c) The Preferred Guarantee Trustee, before the occurrence of any Event of Default and after the curing or waiver of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6) and is actually known to a Responsible Officer of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities Guarantee, and shall use the same degree of care and skill in its exercise thereof as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(d) No provision of this Preferred Securities Guarantee shall be construed to relieve the Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred:

(A) the duties and obligations of the Preferred Guarantee Trustee shall be determined solely by the express provisions of this Preferred Securities Guarantee, and the Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee; and

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(B) in the absence of bad faith on the part of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Guarantee Trustee and conforming to the requirements of this Preferred Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Securities Guarantee (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein);

(ii) the Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee Trustee, unless it shall be proved that the Preferred Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made;

(iii) the Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities Guarantee; and

(iv) no provision of this Preferred Securities Guarantee shall require the Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Securities Guarantee or indemnity, reasonably satisfactory to the Preferred Guarantee Trustee, against such risk or liability is not reasonably assured to it.

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Section 3.2 Certain Rights of Preferred Guarantee Trustee.

(a) Subject to the provisions of Section 3.1:

(i) The Preferred Guarantee Trustee may conclusively rely, and shall be fully protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed, sent or presented by the proper party or parties.

(ii) Any direction or act of the Guarantor contemplated by this Preferred Securities Guarantee shall be sufficiently evidenced by an Officers’ Certificate.

(iii) Whenever, in the administration of this Preferred Securities Guarantee, the Preferred Guarantee Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the Preferred Guarantee Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and conclusively rely upon an Officers’ Certificate which, upon receipt of such request, shall be promptly delivered by the Guarantor.

(iv) The Preferred Guarantee Trustee shall have no duty to see to any recording, filing or registration of any instrument (or any rerecording, refiling or re-registration thereof).

(v) The Preferred Guarantee Trustee may at the expense of the Guarantor consult with counsel of its selection, and the advice or opinion of such counsel with respect to legal matters shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion. Such counsel may be counsel to the Guarantor or any of its Affiliates and may include any of its employees. The Preferred Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of this Preferred Securities Guarantee from any court of competent jurisdiction.

(vi) The Preferred Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Preferred Securities Guarantee at the request or direction of any Holder, unless such Holder shall have provided to the Preferred Guarantee Trustee such security and indemnity, reasonably satisfactory to the

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Preferred Guarantee Trustee, against the costs, expenses (including attorneys’ fees and expenses and the expenses of the Preferred Guarantee Trustee’s agents, nominees or custodians) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the Preferred Guarantee Trustee; PROVIDED that nothing contained in this Section 3.2(a)(vi) shall be taken to relieve the Preferred Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Preferred Securities Guarantee.

(vii) The Preferred Guarantee Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Preferred Guarantee Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit but shall incur no liability of any kind by reason of such inquiry or investigation.

(viii) The Preferred Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, nominees, custodians or attorneys, and the Preferred Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

(ix) Any action taken by the Preferred Guarantee Trustee or its agents hereunder shall bind the Holders of the Preferred Securities and the signature of the Preferred Guarantee Trustee or its agents alone shall be sufficient and effective to perform any such action. No third party shall be required to inquire as to the authority of the Preferred Guarantee Trustee to so act or as to its compliance with any of the terms and provisions of this Preferred Securities Guarantee, both of which shall be conclusively evidenced by the Preferred Guarantee Trustee’s or its agent’s taking such action.

(x) Whenever in the administration of this Preferred Securities Guarantee the Preferred Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Preferred Guarantee Trustee (i) may request instructions from the Holders of a Majority in liquidation amount of the Preferred Securities, (ii) may refrain from enforcing such remedy or right or taking such other action until such written instructions are received and (iii) shall be protected in conclusively relying on or acting in accordance with such instructions.

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(xi) The Preferred Securities Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Preferred Securities Guarantee.

(xii) The rights, privileges, protections, immunities and benefits given to the Preferred Guarantee Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Preferred Guarantee Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.

(b) No provision of this Preferred Securities Guarantee shall be deemed to impose any duty or obligation on the Preferred Guarantee Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Preferred Guarantee Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Preferred Guarantee Trustee shall be construed to be a duty.

Section 3.3 Not Responsible for Recitals or Issuance of Preferred Securities Guarantee. The recitals contained in this Preferred Securities Guarantee shall be taken as the statements of the Guarantor, and the Preferred Guarantee Trustee does not assume any responsibility for their correctness. The Preferred Guarantee Trustee makes no representations as to the validity or sufficiency of this Preferred Securities Guarantee.

ARTICLE IV

PREFERRED GUARANTEE TRUSTEE

Section 4.1 Preferred Guarantee Trustee: Eligibility.

(a) There shall at all times be a Preferred Guarantee Trustee which shall:

(i) not be an Affiliate of the Guarantor; and

(ii) be a corporation organized and doing business under the laws of the United States of America or any State or Territory thereof or of the District of Columbia, or a corporation or Person permitted by the Securities and Exchange Commission to act as an institutional trustee under the Trust Indenture Act, authorized under such laws to exercise corporate trust powers, having a combined capital and

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surplus of at least 50 million U.S. dollars ($50,000,000), and subject to supervision or examination by federal, state, territorial or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to above, then, for the purposes of this Section 4.1(a)(ii), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

(b) If at any time the Preferred Guarantee Trustee shall cease to be eligible to so act under Section 4.1(a), the Preferred Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.2(c).

(c) If the Preferred Guarantee Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Preferred Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.

Section 4.2 Appointment, Removal and Resignation of Preferred Guarantee Trustee.

(a) Subject to Section 4.2(b), the Preferred Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor.

(b) The Preferred Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor.

(c) The Preferred Guarantee Trustee appointed to office shall hold office until a Successor Preferred Guarantee Trustee shall have been appointed or until its removal or resignation. The Preferred Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Preferred Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Guarantee Trustee.

(d) If no Successor Preferred Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery of an instrument of resignation or removal, the Preferred Guarantee Trustee resigning or being removed may petition, at the expense of the Guarantor, any court of competent jurisdiction for appointment of a Successor Preferred Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Preferred Guarantee Trustee.

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(e) No Preferred Guarantee Trustee shall be liable for the acts or omissions to act of any Successor Preferred Guarantee Trustee.

(f) Upon termination of this Preferred Securities Guarantee or removal or resignation of the Preferred Guarantee Trustee pursuant to this Section 4.2, the Guarantor shall pay to the Preferred Guarantee Trustee all amounts to which it is entitled to the date of such termination, removal or resignation.

ARTICLE V

GUARANTEE

Section 5.1 Guarantee. The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the Guarantee Payments (without duplication of amounts theretofore paid by the Issuer), as and when due, regardless of any defense, right of set-off or counterclaim that the Issuer may have or assert. The Guarantor’s obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Issuer to pay such amounts to the Holders.

Section 5.2 Waiver of Notice and Demand. The Guarantor hereby waives notice of acceptance of this Preferred Securities Guarantee and of any liability to which it applies or may apply, presentment, demand for payment, any right or remedy to require a proceeding first against the Issuer or any other Person before proceeding directly against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands.

Section 5.3 Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Preferred Securities Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following:

(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer of any express or implied agreement, covenant, term or condition relating to the Preferred Securities to be performed or observed by the Issuer;

(b) the extension of time for the payment by the Issuer of all or any portion of the Distributions, Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Preferred Securities (other than an extension of time for payment of Distributions that results from the extension of any interest payment period on the Debt Securities permitted by the Indenture);

(c) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Preferred Securities, or any action on the part of the Issuer granting indulgence or extension of any kind;

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(d) the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer or any of the assets of the Issuer;

(e) any invalidity of, or defect or deficiency in, the Preferred Securities;

(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or

(g) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances.

There shall be no obligation of the Holders to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.

Section 5.4 Rights of Holders.

(a) The Holders of a Majority in Liquidation Amount of the Preferred Securities then outstanding have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee in respect of this Preferred Securities Guarantee or to direct the exercise of any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities Guarantee.

(b) If the Preferred Guarantee Trustee fails to enforce this Preferred Securities Guarantee, any Holder of Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Guarantee Trustee’s rights under this Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Guarantee Trustee or any other Person. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor. Notwithstanding the foregoing, if the Guarantor has failed to make a Guarantee Payment, a Holder of Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment.

Section 5.5 Guarantee of Payment. This Preferred Securities Guarantee creates a guarantee of payment and not of collection.

Section 5.6 Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Preferred Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this Preferred Securities Guarantee; provided, however, that the Guarantor shall not (except to the extent required by mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Preferred

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Securities Guarantee, if, at the time of any such payment, any amounts are due and unpaid under this Preferred Securities Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Section 5.7 Independent Obligations. The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer with respect to the Preferred Securities, and that the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Preferred Securities Guarantee notwithstanding the occurrence of any event referred to in subsections (a) through (g), inclusive, of Section 5.3 hereof.

ARTICLE VI

LIMITATION OF TRANSACTIONS; SUBORDINATION

Section 6.1 Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) an Event of Default shall have occurred under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration (as defined therein) or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration (as defined therein), then the Guarantor shall not (a) declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire, or make any liquidation payment with respect to, any of its capital stock or (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank PARI PASSU with or junior in interest to the Debt Securities or make any guarantee payment with respect to any guarantee by the Guarantor of any debt securities if such guarantee ranks PARI PASSU with or junior in interest to the Debt Securities (other than (i) as a result of the exchange, redemption or conversion of one class or series of the capital stock of the Guarantor (or any capital stock of a subsidiary thereof) for another class or series of the capital stock of the Guarantor or any class or series of the indebtedness of the Guarantor for any class or series of the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in common stock of the Guarantor, (iv) any declaration of a dividend in connection with the implementation of a stockholders’ rights plan, or the issuance of rights, stock or other property under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under this Preferred Securities Guarantee or under any similar guarantee by the Guarantor with respect to any trust common or trust preferred securities of its subsidiaries and (vi) repurchases, redemptions or other acquisitions of shares of the capital stock of the Guarantor in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, (2) a dividend reinvestment or shareholder stock purchase plan or (3) the issuance of capital stock of the Guarantor (or securities convertible or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to such extension period).

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Section 6.2 Subordination. This Preferred Securities Guarantee will constitute an unsecured obligation of the Guarantor and will rank (i) subordinate and junior in right of payment to all other liabilities of the Guarantor (except any liabilities that may be PARI PASSU or junior expressly by their terms), (ii) PARI PASSU with the most senior preferred or preference stock now or hereafter issued by the Guarantor and with any guaranty now or hereafter entered into by the Guarantor in respect of any preferred or preference stock of any Affiliate of the Guarantor and (iii) senior to the Guarantor’s common stock.

ARTICLE VII

TERMINATION

Section 7.1 Termination. This Preferred Securities Guarantee shall terminate as to each Holder upon, and be of no force and effect from the earlier of (i) full payment of the Redemption Price and accumulated and unpaid Distributions with respect to all Preferred Securities, (ii) the distribution of the Debt Securities, plus accumulated and unpaid Distributions, to the Holders of the Preferred Securities or (iii) full payment of the amounts payable in accordance with the Declaration upon liquidation of the Issuer. This Preferred Securities Guarantee shall terminate completely upon full payment of the amounts payable in accordance with the Declaration. Notwithstanding the foregoing, this Preferred Securities Guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any Holder must restore payment of any sums paid under the Preferred Securities or under this Preferred Securities Guarantee.

ARTICLE VIII

INDEMNIFICATION

Section 8.1 Exculpation.

(a) No Indemnified Person shall be liable, responsible or accountable in damages or otherwise to the Guarantor or any Holder for any loss, damage, liability, expense or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith in accordance with this Preferred Securities Guarantee and in a manner that such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Preferred Securities Guarantee or by law, except that an Indemnified Person shall be liable for any such loss, damage, liability, expense or claim incurred by reason of such Indemnified Person’s negligence or willful misconduct with respect to such acts or omissions.

(b) An Indemnified Person shall be fully protected in relying in good faith upon the records of the Guarantor and upon such information, opinions, reports or statements presented to the Guarantor by any Person as to matters the Indemnified Person reasonably

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believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Guarantor, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or any other facts pertinent to the existence and amount of assets from which Distributions to Holders of Preferred Securities might properly be paid.

Section 8.2 Indemnification. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, claim, damage or expense, including taxes (other than taxes based upon the income of the Preferred Guarantee Trustee), incurred without negligence or bad faith on its part, arising out of or in connection with the 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 exercise or performance of any of its powers or duties hereunder. The provisions of this Section 8.2 shall survive the termination of this Preferred Securities Guarantee or the resignation or removal of the Preferred Guarantee Trustee.

When the Preferred Guarantee Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(e) or Section 5.1(f) of the Indenture, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law.

ARTICLE IX

MISCELLANEOUS

Section 9.1 Successors and Assigns. All guarantees and agreements contained in this Preferred Securities Guarantee shall bind the successors, assigns, receivers, trustees and representatives of the Guarantor and shall inure to the benefit of the Holders of the Preferred Securities then outstanding. Except in connection with any merger or consolidation of the Guarantor with or into another entity permitted by Section 9.1 of the Indenture or any sale, transfer or lease of the Guarantor’s assets to another entity permitted by Section 9.1 of the Indenture, the Guarantor may not assign its rights or delegate its obligations under this Preferred Securities Guarantee without the prior approval of the holders of at least a Majority in liquidation amount of the Preferred Securities then outstanding.

Section 9.2 Amendments. Except with respect to any changes that do not adversely affect the rights of Holders (in which case no consent of Holders will be required), this Preferred Securities Guarantee may only be amended with the prior approval of the Holders of at least a Majority in liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accumulated and unpaid Distributions to the date upon which the voting percentages are determined) of the Preferred Securities then outstanding. The provisions of the Declaration with respect to meetings of Holders apply to the giving of such approval.

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Section 9.3 Notices. All notices provided for in this Preferred Securities Guarantee shall be in writing, duly signed by the party giving such notice, and shall be delivered, telecopied or mailed by first class mail, as follows:

(a) If given to the Preferred Guarantee Trustee, at the Preferred Guarantee Trustee’s mailing address set forth below (or such other address as the Preferred Guarantee Trustee may give notice of to the Holders of the Preferred Securities):

The Bank of New York Trust Company, N.A.

505 North 20th Street, Suite 950

Birmingham, Alabama 35203

Attention: Corporate Trust Administration

(b) If given to the Guarantor, at the Guarantor’s mailing address set forth below (or such other address as the Guarantor may give notice of to the Holders of the Preferred Securities):

Torchmark Corporation

3700 South Stonebridge Drive

McKinney, Texas 75070

Attention: General Counsel

(c) If given to any Holder of Preferred Securities, at the address set forth on the books and records of the Issuer.

With respect to the Preferred Guarantee Trustee and the Guarantor, all notices shall be deemed to have been given when received. With respect to any Holder of Preferred Securities, all notices shall be deemed to have been given when mailed by first class mail, postage prepaid.

Section 9.4 Benefit. This Preferred Securities Guarantee is solely for the benefit of the Holders of the Preferred Securities and, subject to Section 3.1(a), is not separately transferable from the Preferred Securities.

Section 9.5 Governing Law. THIS PREFERRED SECURITIES GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

Section 9.6 Waiver of Jury Trial. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS PREFERRED SECURITIES GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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Section 9.7 Force Majeure. In no event shall the Preferred Guarantee Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Preferred Guarantee Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

(signature page follows)

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THIS PREFERRED SECURITIES GUARANTEE is executed as of the day and year first above written.

TORCHMARK CORPORATION as Guarantor
By:	/s/ Michael J. Klyce
Name:	Michael J. Klyce
Title:	Vice President and Treasurer
THE BANK OF NEW YORK TRUST COMPANY, N.A. as Preferred Guarantee Trustee
By:	/s/ Charles S. Northen, IV
Name:	Charles S. Northen, IV
Title:	Vice President

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