ARTICLE II TRUST INDENTURE ACTPreferred Securities Guarantee Agreement • December 13th, 2001 • Torchmark Corp • Life insurance
EXHIBIT 1.1 UNDERWRITING AGREEMENT Trust Originated Preferred Securities_(TOPrS_)Underwriting Agreement • December 13th, 2001 • Torchmark Corp • Life insurance • New York
It is understood that substantially contemporaneously with the closing of the sale of the Offered Securities to the Underwriter contemplated hereby, (i) Capital Trust II, its trustees (the "Capital Trustees") and Torchmark Corporation (the "Company") shall enter into an Amended and Restated Declaration of Trust in substantially the form of the Form of Amended and Restated Declaration of Trust attached as Exhibit 4.6 to the Registration Statement referred to below (the "Declaration of Trust"), pursuant to which Capital Trust II shall (x) issue and sell the Offered Securities to the Underwriter pursuant hereto and (y) issue 30,928 shares of its Common Securities (the "Common Securities" and, together with the Offered Securities, the "Trust Securities") to the Company, in each case with such rights and obligations as shall be set forth in such Declaration of Trust, (ii) the Company and The Bank of New York, as indenture trustee, acting pursuant to an Indenture dated as of November 2, 2001
