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                                                                   EXHIBIT 4.2



                        AMENDED AND RESTATED DECLARATION

                                    OF TRUST

                           TORCHMARK CAPITAL TRUST II

                         DATED AS OF DECEMBER 13, 2001




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                               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..............................  9
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............ 10
Section 2.6.     Events of Default; Waiver................................... 10
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................................................... 13
Section 3.5.     Title to Property of the Trust.............................. 13
Section 3.6.     Powers and Duties of the Regular Trustees................... 13
Section 3.7.     Prohibition of Actions by the Trust and the Trustees........ 16
Section 3.8.     Powers and Duties of the Property Trustee................... 17
Section 3.9.     Certain Duties and Responsibilities of the Property Trustee. 19
Section 3.10.    Certain Rights of Property Trustee.......................... 21
Section 3.11.    Delaware Trustee............................................ 25
Section 3.12.    Execution of Documents...................................... 25
Section 3.13.    Not Responsible for Recitals or Issuance of Securities...... 25
Section 3.14.    Duration of Trust........................................... 25
Section 3.15.    Mergers..................................................... 25

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                                   ARTICLE IV
                                    SPONSOR

Section 4.1.   Sponsor's Purchase of Common Securities....................... 27
Section 4.2.   Responsibilities of the Sponsor............................... 27

                                   ARTICLE V
                                    TRUSTEES

Section 5.1.   Number of Trustees............................................ 28
Section 5.2.   Delaware Trustee.............................................. 28
Section 5.3.   Property Trustee; Eligibility................................. 29
Section 5.4.   Certain Qualifications of Regular Trustees and Delaware
               Trustee Generally............................................. 29
Section 5.5.   Regular Trustees.............................................. 30
Section 5.6.   Appointment, Removal and Resignation of Trustees.............. 30
Section 5.7.   Vacancies among Trustees...................................... 31
Section 5.8.   Effect of Vacancies........................................... 32
Section 5.9.   Meetings...................................................... 32
Section 5.10.  Delegation of Power........................................... 32
Section 5.11.  Merger, Conversion, Consolidation or Succession to Business... 32

                                   ARTICLE VI
                                 DISTRIBUTIONS

Section 6.1.   Distributions................................................. 34

                                  ARTICLE VII
                             ISSUANCE OF SECURITIES

Section 7.1.   General Provisions Regarding Securities....................... 34
Section 7.2.   Subordination of Common Securities............................ 34
Section 7.3.   Execution and Authentication.................................. 35
Section 7.4.   Form and Dating............................................... 35
Section 7.5.   Paying Agent.................................................. 36

                                  ARTICLE VIII
                      DISSOLUTION AND TERMINATION OF TRUST

Section 8.1.   Dissolution and Termination of Trust.......................... 36
Section 8.2.   Liquidation Distribution upon Dissolution of the Trust........ 37

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                                   ARTICLE IX
                             TRANSFER OF INTERESTS

Section 9.1.   Transfer of Securities........................................ 38
Section 9.2.   Transfer of Certificates...................................... 39
Section 9.3.   Deemed Security Holders....................................... 39
Section 9.4.   Book Entry Interests.......................................... 40
Section 9.5.   Notices to Clearing Agency.................................... 41
Section 9.6.   Appointment of Successor Clearing Agency...................... 41
Section 9.7.   Definitive Preferred Security Certificates under Certain
               Circumstances................................................. 42
Section 9.8.   Mutilated, Destroyed, Lost or Stolen Certificates............. 43

                                   ARTICLE X
                           LIMITATION OF LIABILITY OF
                   HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

Section 10.1.  Liability..................................................... 44
Section 10.2.  Exculpation................................................... 44
Section 10.3.  Fiduciary Duty................................................ 45
Section 10.4.  Indemnification............................................... 46
Section 10.5.  Outside Business.............................................. 49

                                   ARTICLE XI
                                   ACCOUNTING

Section 11.1.  Fiscal Year................................................... 49
Section 11.2.  Certain Accounting Matters.................................... 49
Section 11.3.  Banking....................................................... 50
Section 11.4.  Withholding................................................... 50

                                  ARTICLE XII
                            AMENDMENTS AND MEETINGS

Section 12.1.  Amendments.................................................... 51
Section 12.2.  Meetings of the Holders of Securities; Action by Written
               Consent....................................................... 53

                                  ARTICLE XIII
                      REPRESENTATIONS OF PROPERTY TRUSTEE
                              AND DELAWARE TRUSTEE

Section 13.1.  Representations and Warranties of Property Trustee............ 55
Section 13.2.  Representations and Warranties of Delaware Trustee............ 56

                                      iii
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                                  ARTICLE XIV
                                 MISCELLANEOUS

Section 14.1.    Notices..................................................... 56
Section 14.2.    Governing Law............................................... 57
Section 14.3.    Intention of the Parties.................................... 58
Section 14.4.    Headings.................................................... 58
Section 14.5.    Successors and Assign....................................... 58
Section 14.6.    Partial Enforceability...................................... 58
Section 14.7.    Counterparts................................................ 58

                                       iv
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                             CROSS-REFERENCE TABLE*

Section of
Trust Indenture Act                                     Section of
of 1939, as amended                                     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) & (e)
317(b)                                                  3.8(h)


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

                                       v
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                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                           TORCHMARK CAPITAL TRUST II

                               December 13, 2001

     This AMENDED AND RESTATED DECLARATION OF TRUST (the "Declaration") is dated
and effective as of December 13, 2001, 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 II (the "Trust"), a trust under the Delaware Business Trust Act
pursuant to a Declaration of Trust dated as of July 21, 1999  (the "Original
Declaration"), and a Certificate of Trust filed with the Secretary of State of
the State of Delaware on July 21, 1999 and amended on December 11, 2001 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);

     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 business trust under the Delaware Business Trust Act and that
this Declaration constitutes the governing instrument of such business 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; and

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

          "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.

          "Business 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.

          "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.

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          "Closing Date" means December 13, 2001.

          "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 the office of the Property Trustee at
which the corporate trust business of the Property 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, 101 Barclay Street, New York, NY 10286,
     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 December 13, 2001,
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, 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 Business 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 trustee, or, if 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.

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

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

          "Like Amount" means (1) 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 (2) 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 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;

                                       5
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          (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

          (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.

          "Option Closing Date" means the date of closing of any sale of any
securities issued pursuant to an over-allotment option.

          "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 December 13, 2001, 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).

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          "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.

          "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.

          "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.

          "Subscription Agreement" means the Subscription Agreement between
Torchmark Corporation and the Trust dated as of December 13, 2001, 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
5.6(c)(i)(A).

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          "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.

          "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.
                   --------------------------------

                                       8
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          (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 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.

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     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) 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

               (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.

                                       10
<PAGE>

          (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 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.
                   ------------------------

                                       11
<PAGE>

          (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 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.




                                  ARTICLE III

                                  ORGANIZATION

     Section 3.1.  Name.  The Trust is named "Torchmark Capital Trust II" as
                   ----
such name may be modified from time to time by the Regular Trustees following
written notice to the Holders of Securities. 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, 2001 Third Avenue South, Birmingham, Alabama 35233.
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

                                       12
<PAGE>

Securities and (c) except as otherwise limited herein, to engage in only those
other activities necessary 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 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
and Option Closing Date, if any;

          (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

                                       13
<PAGE>

     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;

          (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;

                                       14
<PAGE>

          (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 business 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:

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

                                       15
<PAGE>

               (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:

                                       16
<PAGE>

               (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.

                                       17
<PAGE>

          (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 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

                                       18
<PAGE>

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.

          (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 Entity has been appointed and has accepted the
     appointment of Property Trustee in accordance with Section 5.6.

          (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 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

                                       19
<PAGE>

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

               (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;

               (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;

                                       20
<PAGE>

               (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.

     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

                                       21
<PAGE>

     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;

               (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 (a) require the Holders of Preferred

                                       22
<PAGE>

     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;

                                       23
<PAGE>

               (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; and

               (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.

          (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

                                       24
<PAGE>

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 Business 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 Business Trust Act.

     Section 3.12.  Execution of Documents.   Unless otherwise determined by the
                    ----------------------
Regular Trustees, and except as otherwise required by the Business Trust Act,
any Regular Trustee is authorized to execute on behalf of the Trust any
documents that the Regular Trustees 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 December 13, 2001.

     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:

                                       25
<PAGE>

               (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 rank 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) the Debt Security Issuer expressly acknowledges a trustee of
     the Successor Entity that possesses the same powers and duties as the
     Property Trustee as the Holder of the Debt Securities;

               (v) 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;

               (vi) 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);

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

               (viii) 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

                                       26
<PAGE>

     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

               (ix) 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;

          (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;

                                       27
<PAGE>

          (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 the Underwriting Agreement providing for
the sale of the  Preferred Securities.

                                   ARTICLE V

                                    TRUSTEES

     Section 5.1.  Number of Trustees.  The number of Trustees initially shall
                   ------------------
be five (5), 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 any 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.

     Section 5.2.  Delaware Trustee.   If required by the Business 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;

                                       28
<PAGE>

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
and 6.02 shall have no application.

          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.

          (e) The initial Property Trustee shall be: The Bank of New York.

     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

                                       29
<PAGE>

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; and

               (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.

          (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; and

               (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.

          (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 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:

                                       30
<PAGE>

               (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 (a "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.

                                       31
<PAGE>

     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 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 corporation 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 corporation 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 corporation succeeding to all or substantially
all the corporate

                                       32
<PAGE>

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 corporation 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.

                                       33
<PAGE>

                                   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 Date, an Event of Default or

                                       34
<PAGE>

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 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

                                       35
<PAGE>

may be required by ordinary usage, custom or practice and such 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. 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.

                                  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;

                                       36
<PAGE>

               (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 following which 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
     Holder of the Common Securities 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 Business Trust Act), to distribute
     the Debt Securities to Holders in exchange for the Securities within 90
     days after notice, subject to the Property Trustee 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 December 13,
     2041;

               (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.

          (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.
                    ------------------------------------------------------

                                       37
<PAGE>

          (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 Business Trust Act), an amount equal to
the 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 Business 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:

                                       38
<PAGE>

               (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 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

                                       39
<PAGE>

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
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

                                       40
<PAGE>

     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 (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

                                       41
<PAGE>

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

               (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

                                       42
<PAGE>

          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.

                                       43
<PAGE>

                                   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 Holder of the Common Securities 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 Business 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.

                                       44
<PAGE>

     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.

          (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.

                                       45
<PAGE>

     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.

               (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.

                                       46
<PAGE>

               (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.

               (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

                                       47
<PAGE>

     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
and the Delaware Trustee, and (iv) any officers, directors, shareholders,
members, partners, employees, representatives, custodians, nominees or agents of
the Property Trustee and 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

                                       48
<PAGE>

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.

     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.

                                   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.

     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

                                       49
<PAGE>

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 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.

                                       50
<PAGE>

                                  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

               (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

                                       51
<PAGE>

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:

                                       52
<PAGE>

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

               (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 calls 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:

                                       53
<PAGE>

               (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 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;

                                       54
<PAGE>

               (iv) unless the Business 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.

                                  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 New York banking corporation 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, the Declaration;

          (b) the execution, delivery and performance by the Property Trustee of
the Declaration has been duly authorized by all necessary corporate action on
the part of the Property Trustee. The 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);

                                       55
<PAGE>

          (c) the execution, delivery and performance of the 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 the 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, the Declaration.

          (b) The Delaware Trustee has been authorized to perform its
obligations under the Certificate of Trust and the Declaration.  The Declaration
under Delaware law 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).

          (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.

                                  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:

                                       56
<PAGE>

          (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 Holders of the Securities):

          Torchmark Capital Trust I c/o Torchmark Corporation, 2001 Third Avenue
          South, Birmingham, Alabama 35233 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,
          DE 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).

                                PROPERTY TRUSTEE
                                ----------------

          The Bank of New York, 101 Barclay Street, Floor 21 West, New York, NY
          10286, 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, 2001 Third Avenue South, Birmingham, Alabama
          35233,  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

                                       57
<PAGE>

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 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

                                       58
<PAGE>

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.


                            (signature page follows)

                                       59
<PAGE>

   IN WITNESS WHEREOF, the undersigned has 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. Hutchison
                                     -------------------------------------------
                                     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/ Patrick Burns
                                    --------------------------------------------
                                      Name: Patrick Burns
                                           -------------------------------------
                                      Title: SVP
                                            ------------------------------------

                                THE BANK OF NEW YORK,
                                as Property Trustee

                                By: /s/ Robert A. Massimillo
                                    --------------------------------------------
                                      Name: Robert A. Massimillo
                                           -------------------------------------
                                      Title: Vice President
                                            ------------------------------------

                                TORCHMARK CORPORATION,
                                as Sponsor

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

                                       60
<PAGE>

                                    ANNEX I

                                    TERMS OF
                       7 3/4% TRUST PREFERRED SECURITIES
                           7 3/4% COMMON SECURITIES

     Pursuant to Section 7.1 of the Amended and Restated Declaration of Trust,
dated as of December 13, 2001 (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.  1,000,000 Preferred Securities of the Trust
with an aggregate liquidation amount with respect to the assets of the Trust of
Twenty-Five Million Dollars ($25,000,000), 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 3/4% 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. 30,928 Common Securities of the Trust with an
aggregate liquidation amount with respect to the assets of the Trust of Seven
Hundred Seventy-Three Thousand Two Hundred Dollars ($773,200), 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 3/4% 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 3/4% (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

                                       61
<PAGE>

(to the extent permitted by applicable law). The term "Distributions" as used
herein includes such interest payable 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,
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 December 13, 2001 and will be payable quarterly in arrears, on
February 1, May 1, August 1 and November 1 of each year, commencing on February
1, 2002, 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.
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 series of the indebtedness of the Debt Security Issuer
for any

                                       62
<PAGE>

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 Only Issuance
- The Depository Trust Company" in the Prospectus Supplement dated December 10,
2001, to the Prospectus dated November 30, 1999, (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
will have the right at any time to cause the Trust to be dissolved with the
result that, 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 Business 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 Business 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 Business 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.

     4.   REDEMPTION AND DISTRIBUTION.

          (a) The Debt Securities will mature on December 13, 2041, and may be
redeemed, in whole or in part, at any time on or after December 13, 2006.  Upon
the repayment of

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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.QS


          (c) If, at any time prior to December 13, 2006, 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, 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, (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 (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

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<PAGE>

(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. 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 accumulates 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 October 31, 2001, 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

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     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 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

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<PAGE>

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 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.

          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.

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<PAGE>

          (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 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

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<PAGE>

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 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

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<PAGE>

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
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.

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     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; 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.

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     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 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.

                                       73
<PAGE>

                                  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.

                                       74
<PAGE>

Certificate Number:

Number of Preferred Securities: 1,000,000                Cusip  No.: ___________

                  Certificate Evidencing Preferred Securities

                                       of

                           Torchmark Capital Trust II

                       7 3/4% Trust Preferred Securities
             (liquidation amount $25 per Trust Preferred Security)

     Torchmark Capital Trust I, a statutory business trust formed under the laws
of the State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the
"Holder") is the registered owner of Preferred Securities of the Trust
representing undivided beneficial interests in the assets of the Trust
designated the 7 3/4% 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 December 13, 2001, 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.

     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
principal place of business.

     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 and the Preferred Securities
as evidence of indirect beneficial ownership in the Debt Securities.

     Unless the Property Trustee's Certificate of Authentication hereon has been
properly executed, these Preferred Securities shall not be entitled to any
benefit under the Declaration or be valid or obligatory for any purpose.

                                       75
<PAGE>

     IN WITNESS WHEREOF, the Trust has executed this certificate this ____ day
of __________, _____.

                              Torchmark Capital Trust II

                              By:
                                 ----------------------------------------------
                                    Name:
                                         --------------------------------------
                                    Title: Regular Trustee solely as trustee and
                                           not in his individual capacity





                                       76
<PAGE>

                     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:  _____________ ____, _____

The Bank of New York,
as Property Trustee

                                    or as Authentication Agency

By:                                 By:
   ------------------------------      --------------------------------
     Authorized Signatory                     Authorized Signatory

                                       77
<PAGE>

                          FORM OF REVERSE OF SECURITY

     Distributions payable on each Preferred Security will be fixed at a rate
per annum of 7 3/4% (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
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, Distributions 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 December 13, 2001 and will
be payable quarterly in arrears, on February 1, May 1, August 1 and November 1
of each year, commencing on February 1, 2002, 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, 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.

                                       78
<PAGE>

              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.)

                                       79
<PAGE>

                                   SCHEDULE I

          CHANGES TO NUMBER OF PREFERRED SECURITIES IN GLOBAL SECURITY

          Number of Capital
          Securities by which this
          Global Security Is To Be     Remaining Capital
          Reduced or Increased,        Securities Represented
          and Reason for               by this
Date      Reduction or Increase        Global Security          Notation Made By
----      ---------------------        ---------------          ----------------

                                       80
<PAGE>

                                  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.

     Certificate Number:

     Number of Common Securities: 30,928

                    Certificate Evidencing Common Securities

                                       of

                           Torchmark Capital Trust II

                            7 3/4% Common Securities
                  (liquidation amount $25 per Common Security)

     Torchmark Capital Trust II, a statutory business trust formed under the
laws of the State of Delaware (the "Trust"), hereby certifies that Torchmark
Corporation (the "Holder") is the registered owner of common securities of the
Trust representing undivided beneficial interests in the assets of the Trust
designated the 7 3/4% Common Securities (liquidation amount $25 per Common
Security) (the "Common Securities").  The Common Securities are transferable on
the books and records of the

                                       81
<PAGE>

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 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 December 13, 2001, 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 principal place of business.

     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 and the Common Securities as
evidence of indirect beneficial ownership in the Debt Securities.

     IN WITNESS WHEREOF, the Trust has executed this certificate this ____ day
of ________, 2001.

                              Torchmark Capital Trust II


                              By:
                                 ----------------------------------------
                                    Name:
                                         --------------------------------
                                    Title: Regular Trustee solely as trustee
                                           and not in his individual capacity

                                       82
<PAGE>

                          FORM OF REVERSE OF SECURITY

     Distributions payable on each Common Security will be fixed at a rate per
annum of 7 3/4% (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
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, Distributions 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 December 13, 2001 and will be payable
quarterly in arrears, on February 1, May 1, August 1 and November 1 of each
year, commencing on February 1, 2002, 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, 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.

                                       83
<PAGE>

                    FORM OF ASSIGNMENT FOR SECURITY THEREOF

     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.)

                                       84
<PAGE>

                                   EXHIBIT B

                           SPECIMEN OF DEBT SECURITY

                                       85
<PAGE>

                                   EXHIBIT C

                             UNDERWRITING AGREEMENT

                                       86