Officer's Certificate Relating to Issuance of 7 3/4% Junior Subordinated Debentures by Torchmark Corporation
Summary
This certificate, issued by Torchmark Corporation, confirms that all conditions under the Indenture for issuing $25,773,200 of 7 3/4% Junior Subordinated Debentures due 2041 have been met. The debentures are to be held by Torchmark Capital Trust II, which raised funds through a public offering of trust preferred securities. The certificate outlines the terms of the debentures, including interest rate, maturity date, and issuance procedures, and certifies compliance with board resolutions and the Indenture's requirements.
EX-4.3 6 dex43.txt OFFICER'S CERTIFICATE EXHIBIT 4.3 TORCHMARK CORPORATION Officer's Certificate Pursuant to Sections 2.1, 2.3, 2.4 and 11.5 of the Indenture ------------- Torchmark Capital Trust II, a Delaware statutory business trust ("Capital Trust II"), offered to the public $25,000,000 aggregate liquidation amount of its 7 3/4% Trust Preferred Securities (the "Preferred Securities"), representing undivided beneficial interest in the assets of Capital Trust II, pursuant to an Underwriting Agreement dated as of December 10, 2001 (the "Underwriting Agreement") among Capital Trust II, the Issuer (as defined below) and Merrill Lynch, Pierce, Fenner & Smith (the "Underwriters") and proposes to invest the proceeds from such offering, together with the proceeds of the issuance and sale by Capital Trust II to Torchmark Corporation, a Delaware corporation (the "Issuer") of $773,200 aggregate liquidation amount of its 7 3/4% Common Securities (the "Common Securities" and, together with the Preferred Securities, the "Trust Securities"), in $25,773,200 aggregate principal amount of Junior Subordinated Debentures referred to below. The Preferred Securities will be issued pursuant to the terms of an Amended and Restated Declaration of Trust of Capital Trust II, dated as of December 13, 2001 (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 (the "Indenture"), by and between the Issuer, as issuer, and The Bank of New York, a New York banking corporation, as trustee (the "Indenture Trustee"). The undersigned, Carol A. McCoy, Vice President, Associate Counsel and Secretary of the Issuer, hereby certifies as of December 13, 2001, pursuant to Sections 2.1, 2.3, 2.4 and 11.5 of the Indenture as follows: A. I have read Sections 2.1, 2.3, 2.4 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 July 20, 1999 and December 6, 2001 and by the Finance Committee of the Board of Directors dated December 10, 2001, the following terms of the Issuer's 7 3/4% Junior Subordinated Debentures due 2041 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 3/4% Junior ----------- Subordinated Debentures due 2041" the ("Junior Subordinated Debentures"). 2. Aggregate Principal Amount. The Junior Subordinated Debentures shall -------------------------- be limited in aggregate principal amount to $25,773,200 (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 November 2, 2041. 2 5. Rate of Interest: Interest Payment Dates: Regular Record Dates. Each -------------------------------------------------------------- Junior Subordinated Debenture will bear interest from December 13, 2001 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 February 1, May 1, August 1 and November 1 of each year (each, an "Interest Payment Date") (subject to extension as provided below), commencing on February 1, 2002 at the rate of 7 3/4% 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 3/4% 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 period will be computed on the basis of a 360-day year of twelve 30-day months and, for any period shorter than a quarter, 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 II, or Capital Trust II 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 II after paying any such taxes, duties, assessments or other governmental charges will be not less than the amounts Capital Trust II would have received had no such taxes, duties, 3 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 3/4% per annum compounded quarterly to the extent permitted by applicable law ("Compound Interest") plus any Additional Interest). 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. 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 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) or to the holders of record of the Preferred Securities. The Regular Trustees shall give notice of the Issuer's selection of such Extension Period to the holders of the Preferred Securities. 4 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 Junior Subordinated Debentures are -------------------------- issued to Capital Trust II or a trustee of Capital Trust II and (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 December 13, 2001, between the Issuer and The Bank of New York, 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 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; 5 provided, however, that the foregoing restrictions in a. and b. above do not apply to: (i) 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 such Extension Period; (ii) 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; (iii) 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;0 (iv) 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; (v) 0any 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 (vi) 0payments 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 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 6 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 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 owner and record holder of this Junior Subordinated Debenture is Capital Trust II, the payment of the principal of and interest (including Compound Interest and Additional Interest, if any) on this Junior Subordinated Debenture will be made at such place and to such account of Capital Trust II as may be designated by the Property Trustee. 10. Redemption. ---------- (a) Optional. The Issuer shall have the right to redeem the Junior -------- Subordinated Debentures on or after November 2, 2006 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. at any time before November 2, 2006, the Issuer shall ------------- have the right to redeem the Junior Subordinated Debentures 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), provided such event if then continuing, at the Redemption Price; provided, however, that if at the time there is available to the Issuer or Capital Trust II the opportunity to eliminate, within such 90 day period, the Tax 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 II, the Issuer or the holders of the Trust Securities, then the Issuer or Capital Trust II shall pursue such measure in lieu of a redemption. (i) "Tax Event" means that the Regular Trustees shall have received an opinion of independent tax counsel experienced in such matters to the effect that, as a result of: (A) any amendment to, clarification of, 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; 7 (B) any judicial decision, official administrative pronouncement, ruling, regulatory procedure, notice or announcement, including any notice or announcement of intent to adopt such procedures or regulations (an "Administrative Action"); or (C) any amendment to, clarification of, or change in the official position or the interpretation of such Administrative Action or judicial decision that differs from the theretofore generally accepted position, in each case, by any legislative body, court, governmental authority or regulatory body, irrespective of the manner in which such amendment, clarification, change or Administrative Action is made known, which amendment, clarification, change or Administrative Action is effective or which pronouncement or decision is announced in each case, on or after December 10, 2001, there is more than an insubstantial risk that (1) Capital Trust II 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 Junior Subordinated Debentures, (2) Capital Trust II is, or will be within 90 days of the date thereof, 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 II on the Junior Subordinated Debentures is not, or within 90 days of the date there, 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; provided that 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 II is the holder of all the Junior Subordinated Debentures, the Issuer will pay Additional Interest, if any, on the Junior Subordinated Debentures. (ii) "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 8 legislative body, court, governmental agency or regulatory authority on or after December 10, 2001, there is more than an insubstantial risk that Capital Trust II is or will be considered an "investment company" that is required to be registered under the Investment Company Act of 1940, as amended. (c) Additional Provisions. --------------------- (i) 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. (ii) 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. (iii) 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. (iv) 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. (v) the Issuer may not redeem fewer than all of the Junior Subordinated Debentures unless all accrued and unpaid interest 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 (C) of the ------------ definition of "Tax Event" occurs, the Issuer will have the right, prior to a dissolution of Capital Trust II, to accelerate the stated maturity of the Junior Subordinated Debentures to the minimum extent required so that interest on the Junior 9 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: (i) following such acceleration, interest paid on the Junior Subordinated Debentures will be deductible for Untied States federal income tax purposes; (ii) 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 will be subject to United States federal income tax in the same amount, in the manner and at the same times as would have been the case of such acceleration had not occurred; and (iii) such acceleration will not cause Capital Trust II 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 II 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 10 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, Junior Subordinated Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Indenture Trustee will be deemed to have been cancelled. 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. 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. 18. 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. 19. Registered Securities. The Junior Subordinated Debentures shall be --------------------- issuable 11 as Registered Securities. The Junior Subordinated Debentures may be issued as Registered Global Securities. 20. Additional Amounts. The Issuer will not pay additional amounts on the ------------------ Junior Subordinated Debentures held by a Person that is not a U.S. Person in respect of taxes or similar charges withheld or deducted. 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. Events of Default; Covenants. There shall be no deletions from, ---------------------------- modifications or additions to the Events of Default set forth in Section 5.1 of the Indenture or covenants of the Issuer set forth in Article III with respect to the Junior Subordinated Debentures. There shall be no deletions from or modifications to the covenants of the Issuer set forth in Article III of the Indenture, other than any additional covenants of the Issuer set forth herein. 24. Conversion. The Junior Subordinated Debentures will not be convertible ---------- into any other security of the Issuer. 25. Listed on Exchanges. If the Junior Subordinate Debentures are to be ------------------- issued as a Global Debenture in connection with the distribution of the Junior Subordinated Debentures to the holders of the Preferred Securities upon a Dissolution Event, 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. 26. 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. 27. 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 II, the Issuer, in its capacity as borrower with respect to the Junior Subordinated Debentures, shall: 12 (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 II (including, but not limited to, costs and expenses relating to the organization of Capital Trust II, 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 II, 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), 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 II's assets); and (c) be primarily and fully liable for any indemnification obligations arising with respect to the declaration of trust of Capital Trust II. 28. Indebtedness. The Issuer and, by its acceptance of a Junior ------------ Subordinated Debenture or an interest therein, the holder of, and any Person that acquires a beneficial interest in, this Junior Subordinated Debenture agree to treat this Junior Subordinated Debenture as indebtedness for United States federal, state and local tax purposes. 29. 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 Debentures 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. 13 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 & Secretary EXHIBIT A FORM OF JUNIOR SUBORDINATED DEBENTURE
