FORM OF
SUPPLEMENTAL INDENTURE
THIS SUPPLEMENTAL INDENTURE, dated _____________________________, 2001, by
and among Torchmark Corporation, a Delaware corporation (the "Company"), Bank
One Trust Company, National Association (successor-in-interest to The First
National Bank of Chicago), as trustee under the Indenture with respect to the
series of Securities issued prior to the date hereof (the "Successor Trustee"),
and The Bank of New York, a New York banking corporation, as trustee under the
Indenture with respect to the Notes (defined below) (the "Additional Trustee").
Each of the Successor Trustee and the Additional Trustee, and each other trustee
appointed as such with respect to the Securities of any series issued under the
Indenture, shall be the "Trustee" (as defined in the Indenture, supplemented
hereby) for all purposes under the Indenture with respect to the applicable
series of Securities.
WITNESSETH:
WHEREAS, the Company and Xxxxxx Guaranty Trust Company of New York entered
into that certain Indenture (the "Indenture") dated as of February 1, 1987,
providing for the issuance of debt securities in series by the Company; and the
Successor Trustee became the successor trustee under the Indenture, effective
August 8, 1994;
WHEREAS, Section 901(5) of the Indenture provides that a supplemental
indenture may be entered into by the Company and the Trustee without the consent
of any Holders to make provisions to establish the form or terms of Securities
of any series as permitted by Sections 201 and 301 of the Indenture;
WHEREAS, the Company has furnished the Trustee with (i) an Opinion of
Counsel stating that the execution of this Supplemental Indenture is authorized
or permitted by the Indenture and (ii) a copy of the resolutions of its Board of
Directors certified by its Secretary, pursuant to which this Supplemental
Indenture has been authorized;
WHEREAS, for its lawful purposes, the Company desires to create and
authorize the series _______% Senior Notes due _________ (hereinafter referred
to as the "Notes") in an aggregate principal amount of ____________________
______________ And No/100 Dollars ($______________) and, to provide the terms
and conditions upon which the Notes are to be executed, registered,
authenticated, issued and delivered, the Company has duly authorized the
execution and delivery of this Supplemental Indenture;
WHEREAS, the Company has determined to appoint the Additional Trustee as a
trustee under the Indenture, to serve as trustee with respect to the Notes, and
to add certain additional provisions to the Indenture to be applicable to the
Notes and other securities issued under the Indenture from and after the date
hereof; and
WHEREAS, all acts and things necessary to make the Notes of this series,
when executed by the Company and authenticated and delivered by or on behalf of
the Trustee as in this Indenture provided, the valid, binding and legal
obligations of the Company, and to constitute these presents a valid indenture
and agreement according to its terms, have been done and performed.
NOW, THEREFORE, in order to declare the terms and conditions upon which the
Notes of this series are executed, registered, authenticated, issued and
delivered, and in consideration of the premises, of the purchase and acceptance
of such Notes by the Holders thereof, the Company covenants and agrees with the
Trustee, for the equal and proportionate benefit of the respective Holders from
time to time of such Notes, and, as to Part II hereof, all Securities or of
series thereof, as follows:
PART I
CREATION AND AUTHORIZATION OF SERIES
Section 1.1. There is hereby created and authorized the series of
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Securities entitled "______% Senior Notes due __________", which shall be a
series limited initially to $____________________ aggregate principal amount
(except for Notes authenticated and delivered upon registration of transfer of,
or in exchange for, or in lieu of, other Notes of this series pursuant to
Sections 304, 305, 306 or 906 and except for any Notes which, pursuant to
Section 303, shall not have been issued or sold by the Company and are therefore
deemed never to have been authenticated and delivered under the Indenture, and
except further that the Company may, without the consent of Holders, reopen this
series of Securities and issue additional Notes, so as to increase the aggregate
principal amount of Notes Outstanding in compliance with the procedures set
forth in the Indenture as supplemented hereby, so long as any such additional
Notes have the same tenor and terms (including, without limitation, rights to
receive accrued and unpaid interest as the Notes then Outstanding). For all
purposes of the Indenture, the term "Notes" shall include the Notes initially
issued on the date of original issuance of the Notes and any other Notes issued
after such date under the Indenture, as supplemented hereby. For purposes of
the Indenture, as supplemented hereby, all Notes shall vote together and
otherwise constitute a single series of Securities under the Indenture, as
supplemented. The Notes shall be issued initially in the form of one or more
permanent global Securities ("Global Notes"). The initial Depository for the
Global Notes shall be The Depository Trust Company. The Global Notes shall be
registered in the name of the Depository or a nominee of the Depository and
deposited with the Additional Trustee, as custodian for the Depository.
Section 1.2. The Notes and the certificates of authentication to be borne
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by the Notes are to be substantially in the following form:
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[FORM OF NOTE]
[FACE]
[FORM OF NOTE]
GLOBAL CERTIFICATE
This ______% Senior Note due ___________ (this "Security") is a global
Security within the meaning of the Indenture hereinafter referred to and is
registered in the name of The Depository Trust Company (the "Depository") (55
Xxxxx Xxxxxx, Xxx Xxxx Xxx Xxxx) or its nominee. This Security is exchangeable
for Securities registered in the name of a person other than the Depository or
its nominee only in the limited circumstances described in the Indenture and may
not be transferred except as a whole by the Depository to a nominee of the
Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository.
Unless this certificate is presented by an authorized representative of the
Depository to the Company (hereinafter defined) or its agent for registration of
transfer, exchange, or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized
representative of the Depository (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of the
Depository), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.
TORCHMARK CORPORATION
______% Senior Notes due ___________
No. _____ $___________________
CUSIP NO. _____________________
Torchmark Corporation, a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company", which term includes
any successor corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of ___________________________________ DOLLARS ($______________)
on ___________________________, _________, and to pay interest thereon from
_______________________, 2001, or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on ____________
and ____________ in each year, commencing ______________, 2002, at the rate of
______% per annum, until the principal hereof is paid or made available for
payment and on any overdue principal and (to the extent that payment of such
interest is enforceable under applicable law) on any overdue installment of
interest at the same rate per annum during the period in which such interest
remains unpaid. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on
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the Regular Record Date for such interest, which shall be the _____________ or
____________ (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of the series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in New York, New York in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company, payment of
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interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.
Payments of interest on this Security will include interest accrued to but
excluding the respective Interest Payment Dates. Interest payments for this
Security shall be computed and paid on the basis of a 360-day year of twelve 30-
day months. The Company shall pay interest on overdue principal and premium, if
any, and, to the extent lawful, on overdue installments of interest at the rate
per annum borne by this Security. In the event that any Interest Payment Date
or date of Maturity is not a Business Day, then the required payment of
principal, premium, if any, and interest 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).
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth in this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
TORCHMARK CORPORATION
Dated: __________ , 2001 By: _________________________
Name: ________________________
Its:__________________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
the within-mentioned Indenture.
THE BANK OF NEW YORK
Dated: __________ , 2001 By: ______________________________
Authorized Signatory
[FORM OF NOTE]
[REVERSE]
This Security is one of a duly authorized series of Securities of the
Company (herein called the "Securities"), issued or to be issued under an
Indenture, dated as of February 1, 1987 (herein called the "Original
Indenture"), between the Company and Bank One Trust Company, National
Association (successor-in-interest to The First National Bank of Chicago), as
trustee under the Indenture, as supplemented by the Supplemental Indenture dated
as of _____________, 2001(together with the Original Indenture, the
"Indenture"), between the Company, Bank One Trust Company, National Association
and The Bank of New York, as trustee under the Indenture with respect to the
Notes (herein called the "Trustee", which term includes an successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for statement of the respective rights, limitations of
rights, duties, benefits and immunities thereunder of the Company, the Trustee
and the Holders of the Securities and of the terms upon which the Securities
are, and are to be, authenticated and delivered. This Security is one of the
series designated on the face hereof, limited in aggregate principal amount to
______________________________________ dollars ($_______________), except as
provided in the Indenture.
This Security is not subject to redemption at the option of the Company or
repayment at the option of the Holder hereof prior to maturity and it not
subject to any sinking fund.
The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness
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evidenced by this Security and (b) certain restrictive covenants, in each case
upon compliance by the Company with certain conditions set forth therein, which
provisions apply to this Security.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the 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 66 2/3% 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 specified percentages in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all 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 Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange thereof of in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security 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, the transfer of this Security is registerable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of (and premium, if any)
and interest on this Security are payable, 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 Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate amount of
Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any 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.
The Company, the Trustee and any agent of the Company or the Trustee may
treat the Person
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in whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
the within Note of Torchmark Corporation and hereby irrevocably constitutes and
appoints _______________________________________________ attorney to transfer
said debenture on the books of the within-named Company with full power of
substitution in the premises.
Dated: ____________________
_________________ _____________
Signature guaranteed:
_____________________________________
(Bank, Trust Company or Firm)*
By: _________________________________
(Authorized Officer)
Its Medallion Number: _______________
*Signature(s) must be guaranteed by an eligible guarantor institution which is a
member of a recognized signature guarantee program, i.e., Securities Transfer
Agents Medallion Program (STAMP), Stock Exchanges Medallion Program (SEMP), or
New York Stock Exchange Medallion Signature Program (MSP).
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PART II
ADDITIONAL TERMS
Section 2.1. The Company shall have the authority to appoint separate
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Trustees with respect to each series of Securities issued under the Indenture,
so long as each such Trustee meets the eligibility requirements of Section 609
of the Indenture. For all purposes of the Indenture, as supplemented hereby,
with respect to each series of Securities, the term "Trustee" shall mean the
Persons named as a "Trustee" in the first paragraph of this instrument until a
successor Trustee shall have become such with respect to one or more series of
Securities pursuant to the applicable provisions of the Indenture, and
thereafter "Trustee" shall mean each Person who is then a Trustee with respect
to one or more series of Securities pursuant to the applicable provisions of the
Indenture; provided, however, that if at any time there is more than one such
Person, "Trustee" shall mean each such Person and as used with respect to the
Securities of any series shall mean the Trustee with respect to the Securities
of such series.
Section 2.2. Each capitalized term that is used herein and is defined in
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the Indenture shall have the meaning specified in the Indenture unless such term
is otherwise defined herein. The following terms shall have the respective
meanings set forth below:
"Office" or "Agency" with respect to any Securities, means an office or
agency of the Company maintained or designated in a Place of Payment for such
Securities pursuant to Section 1002 or any other office or agency of the Company
maintained or designated for such Securities pursuant to Section 1002 or, to the
extent designated or required by Section 1002 in lieu of such office or agency,
the Corporate Trust Office of the Trustee.
"Securities Exchange Act" means the U.S. Securities Exchange Act of 1934,
as amended.
"U.S. Depository" or "Depository" means, with respect to any Security
issuable or issued in the form of one or more global Securities, the Person
designated as U.S. Depository or Depository by the Company in or pursuant to the
Indenture, as supplemented hereby, which Person must be, to the extent required
by applicable law or regulation, a clearing agency registered under the
Securities Exchange Act and, if so provided with respect to any Security, any
successor to such Person. If at any time there is more than one such Person,
"U.S. Depository" or "Depository" shall mean, with respect to any Securities,
the qualifying entity which has been appointed with respect to such Securities.
Section 2.3. Subsection 301(13) is hereby redesignated as Subsection
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301(15), and new Subsections 301(13) and 301(14) are hereby inserted in Article
Three of the Indenture as follows:
(13) the Trustee with respect to the Securities of the series;
(14) whether any Securities of the series are to be issuable in whole or in
part in the form of one or more global Securities and, if so, (a) the
Depository with
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respect to such global Security or Securities and (b) the circumstances
under which any such global Security may be exchanged for Securities
registered in the name of, and any transfer of such global Security may
be registered to, a Person other than such Depository or its nominee;
and
Section 2.4. As to the Notes and any other series of Securities originally
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issued after the date hereof (unless otherwise expressly provided pursuant to
Section 301 of the Indenture), the Indenture is hereby further amended by adding
the following as Section 205:
Section 205. Securities in Global Form.
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Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall not be issuable in temporary or permanent
global form. If Securities of a series shall be issuable in global form, any
such Security may provide that it or any number of such Securities shall
represent the aggregate amount of all Outstanding Securities of such series (or
such lesser amount as is permitted by the terms thereof) from time to time
endorsed thereon and may also provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be increased or reduced to
reflect exchanges. Any endorsement of any Security in global form to reflect
the amount, or any increase or decrease in the amount, or changes in the rights
of Holders, of Outstanding Securities represented thereby shall be made in such
manner and by such Person or Persons as shall be specified therein or in the
Company Order to be delivered pursuant to Section 303 or 304 with respect
thereto. Subject to the provisions of Section 303 and, if applicable, Section
304, the Trustee shall deliver and redeliver, in each case at the Company's
expense, any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or 304 has
been, or simultaneously is, delivered, any instructions by the Company with
respect to a Security in global form shall be in writing but need not be
accompanied by or contained in an Officers' Certificate and need not be
accompanied by an Opinion of Counsel.
Notwithstanding the provisions of Section 307, unless otherwise specified
in or pursuant to this Indenture or any Securities, payment of principal of, any
premium and interest on, any Security in temporary or permanent global form
shall be made to the Person or Persons specified therein.
Notwithstanding the provisions of Section 308 and except as provided in the
preceding paragraph, the Company, the Trustee and any agent of the Company or
the Trustee shall treat as the Holder of such principal amount of Outstanding
Securities represented by a global Security (i) in the case of a global Security
in registered form, the Holder of such global Security in registered form, or
(ii) in the case of a global Security in bearer form, the Person or Persons
specified pursuant to Section 301.
Section 2.5. Section 305 of the Indenture is hereby amended and restated
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but only insofar as it relates to the Notes and any other series of Securities
originally issued after the date hereof (unless otherwise expressly provided
pursuant to Section 301 of the Indenture with respect to the Securities of any
such other series), to append the following paragraph at the end thereof:
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Notwithstanding the foregoing, except as otherwise provided in or pursuant
to this Indenture, any global Security shall be exchangeable for definitive
Securities only if (i) the Depository is at any time unwilling, unable or
ineligible to continue as depository and a successor depository is not appointed
by the Company within 90 days of the date the Company is so informed in writing,
(ii) the Company executes and delivers to the Trustee a Company Order to the
effect that such global Security shall be so exchangeable, or (iii) an Event of
Default has occurred and is continuing with respect to the Securities. If the
beneficial owners of interests in a global Security are entitled to exchange
such interests for definitive Securities as the result of an event described in
clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary
delay but in any event not later than the earliest date on which such interests
may be so exchanged, the Company shall deliver to the Trustee definitive
Securities in such form and denominations as are required by or pursuant to this
Indenture, and of the same series, containing identical terms and in aggregate
principal amount equal to the principal amount of such global Security, executed
by the Company. On or after the earliest date on which such interests may be
so exchanged, such global Security shall be surrendered from time to time by the
U.S. Depository or such other Depository as shall be specified in the Company
Order with respect thereto, and in accordance with instructions given to the
Trustee and the U.S. Depository or such other Depository, as the case may be
(which instructions shall be in writing but need not be contained in or
accompanied by an Officers' Certificate or be accompanied by an Opinion of
Counsel), as shall be specified in the Company Order with respect thereto to the
Trustee, as the Company's agent for such purpose, to be exchanged, in whole or
in part, for definitive Securities as described above without charge. The
Trustee shall authenticate and make available for delivery, in exchange for each
portion of such surrendered global Security, a like aggregate principal amount
of definitive Securities of the same series of authorized denominations and of
like tenor as the portion of such global Security to be exchanged, which (unless
such Securities are not issuable both as Unregistered Securities and as
Registered Securities, in which case the definitive Securities exchanged for the
global Security shall be issuable only in the form in which the Securities are
issuable, as provided in or pursuant to this Indenture) shall be in the form of
Unregistered Securities or Registered Securities, or any combination thereof, as
shall be specified by the beneficial owner thereof, but subject to the
satisfaction of any certification or other requirements to the issuance of
Unregistered Securities; provided, however, that no such exchanges may occur
during a period beginning at the opening of business 15 days before any
selection of Securities of the same series to be redeemed and ending on the
relevant Redemption Date; and provided, further, that (unless otherwise provided
in or pursuant to this Indenture) no Unregistered Security delivered in exchange
for a portion of a global Security shall be mailed or otherwise delivered to any
location in the United States. Promptly following any such exchange in part,
such global Security shall be returned by the Trustee to such Depository or the
U.S. Depository, as the case may be, or such other Depository or U.S. Depository
referred to above in accordance with the instructions of the Company referred to
above. If a Registered Security is issued in exchange for any portion of a
global Security after the close of business at the Office or Agency for such
Security where such exchange occurs on or after (i) any Regular Record Date for
such Security and before the opening of business at such Office or Agency on the
next succeeding Interest Payment Date, or (ii) any Special Record Date for such
Security and before the opening of business at such Office or Agency on the
related proposed date for payment of interest or Defaulted Interest, as the case
may be, interest shall not be payable on such Interest Payment Date or proposed
date for payment, as the case may be, in respect of such Registered Security,
but shall be payable on such Interest Payment Date or proposed date for
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payment, as the case may be, only to the Person to whom interest in respect of
such portion of such global Security shall be payable in accordance with the
provisions of this Indenture.
Section 2.6. Section 308 of the Indenture is hereby amended and restated
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but only insofar as it relates to the Notes and any other series of Securities
originally issued after the date hereof (unless otherwise expressly provided
pursuant to Section 301 of the Indenture with respect to the Securities of any
such other series), to append the following paragraph at the end thereof:
No Holder of any beneficial interest in any global Security held on its
behalf by a Depository shall have any rights under this Indenture with respect
to such global Security, and such Depository may be treated by the Company, the
Trustee, and any agent of the Company or the Trustee as the owner of such global
Security for all purposes whatsoever. None of the Company, the Trustee, any
Paying Agent or the Security Registrar will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests of a global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
Section 2.7. Without limitation, the provisions of Section 608 of the
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Indenture with respect to conflicting interests and disqualification are
acknowledged to be amended by the provisions of the Trust Indenture Act of 1939,
as amended.
Section 2.8. Section 1007 of the Indenture is hereby amended to restate
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the second paragraph thereof (which defines the term "Designated Subsidiary") as
follows:
The term "Designated Subsidiary" means each of Liberty National Life
Insurance Company, United American Insurance Company, Globe Life and Accident
Insurance Company, United Investors Life Insurance Company and American Income
Life Insurance Company, so long as it remains a Subsidiary, or any Subsidiary
that is a successor of such Designated Subsidiary, as well as any other
Subsidiary of the Company that would be deemed a Significant Subsidiary, as such
term is defined in Regulation S-X promulgated by the Commission.
PART III
APPOINTMENT OF ADDITIONAL TRUSTEE
Section 3.1. The Company hereby appoints the Additional Trustee as trustee
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under the Indenture with respect to the Notes and each other series of
Securities for which the Additional Trustee shall be appointed by the Company
pursuant to Section 301 of the Indenture, as amended hereby, to act as Trustee
under the Indenture, and confirms to the Additional Trustee all of the rights,
powers, and trusts of a Trustee under the Indenture with respect to the Notes
and each other series of Securities for which the Additional Trustee shall be
appointed by the Company to act as Trustee under the Indenture. The Company
shall execute and deliver such further instruments and do such other things as
the Additional Trustee may reasonably require to more fully and certainly vest
and confirm in the Additional Trustee all the rights, trusts, and powers hereby
delivered and confirmed upon the Additional Trustee hereunder and under the
Indenture.
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Section 3.2. The Additional Trustee hereby represents and warrants to the
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Company that the Additional Trustee is qualified under the provisions of Section
310 of the Trust Indenture Act of 1939, as amended, and Section 609 of the
Indenture to act as trustee with respect to the Notes under the Indenture.
Section 3.3. The Additional Trustee hereby accepts its appointment as
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trustee with respect to the Notes and shall hereby be vested with all the
authority, rights, powers, trusts, immunities, duties, benefits and obligations
of a trustee under the Indenture.
PART IV
MISCELLANEOUS PROVISIONS
The Indenture, this Supplemental Indenture and the Notes shall be governed
by and construed in accordance with the laws of the State of New York, without
regard to principles of conflicts of law.
The Trustees make no undertaking or representations in respect of, and
shall not be responsible in any manner whatsoever for and in respect of, the
validity or sufficiency of this Supplemental Indenture or the proper
authorization or the due execution hereof by the Company or for or in respect of
the recitals and statements contained herein, all of which recitals and
statements are made solely by the Company.
Except as expressly amended hereby, the Indenture shall continue in full
force and effect in accordance with the provisions thereof and the Indenture is
in all respects hereby ratified and confirmed. This Supplemental Indenture and
all its provisions shall be deemed a part of the Indenture in the manner and to
the extent herein and therein provided.
This Supplemental Indenture may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
[Signature Page Follows]
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IN WITNESS WHEREOF, Torchmark Corporation has caused this Supplemental
Indenture to be signed and delivered, and the Successor Trustee and the
Additional Trustee have caused this Supplemental Indenture to be signed and
delivered, all as of the day and year first written above.
TORCHMARK CORPORATION
By: _________________________________
Name: _________________________
Title: _________________________
BANK ONE TRUST COMPANY,
NATIONAL ASSOCIATION
By: _________________________________
Name: _________________________
Title: _________________________
THE BANK OF NEW YORK
By: _________________________________
Name: _________________________
Title: _________________________
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