UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.   )

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

(Name of Registrant as specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

March 18, 201019, 2012

To the Stockholders of

TORCHMARK CORPORATION (the Company):

Torchmark’s 20102012 annual meeting of stockholders will be held at Company headquarters, 3700 South Stonebridge Drive, McKinney, Texas 75070 at 10:00 a.m., Central Daylight Time, on Thursday, April 29, 2010.26, 2012. The meeting will be conducted using Robert’s Rules of Order and Torchmark’s Shareholder Rights Policy. This policy is posted on Torchmark’s web site at http://www.torchmarkcorp.com or you may obtain a printed copy by writing to the Corporate Secretary at 3700 South Stonebridge Drive, McKinney, Texas 75070.

The accompanying notice and proxy statement discuss proposals which will be submitted to a stockholder vote. Assuming that the Company’s proposal to amend Torchmark’s By-Laws and Certificate of Incorporation to remove supermajority voting provisions is approved by the stockholders, the Board of Directors intends to further amend the By-Laws to:

We believe that all of these actions will result in improved corporate governance at the Company.

If you have any questions or comments about the matters discussed in the proxy statement or about the operations of your Company, we will be pleased to hear from you.

It is important that your shares be voted at this meeting. Please mark, sign, and return your proxy or vote over the telephone or on the Internet. If you attend the meeting, you may withdraw your proxy and vote your stock in person if you desire to do so.

We hope that you will take this opportunity to meet with us to discuss the results of operations of the Company during 2009.2011.

Notice of Annual Meeting of Stockholders

to be held April 29, 201026, 2012

To the Holders of Common Stock of

TORCHMARK CORPORATION

The annual meeting of stockholders of Torchmark Corporation will be held at Company Headquarters, 3700 South Stonebridge Drive, McKinney, Texas 75070 on Thursday, April 29, 201026, 2012 at 10:00 a.m., Central Daylight Time. Directions to attend the annual meeting where you may vote in person can be found on our website:www.torchmarkcorp.com. The meeting will be conducted in accordance with Robert’s Rules of Order and Torchmark’s Shareholder Rights Policy. You will be asked to:

(1) Elect the threeseven nominees shown in the proxy statement as directors to serve for their designatedone year terms or until their successors have been duly elected and qualified.

(2) Consider ratification ofRatify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company.

(3) Approve amendments toin a non-binding “say-on-pay” vote the Company’s Amendedcompensation of our named executive officers, as described in the Compensation Discussion and Restated By-LawsAnalysis, executive compensation tables and accompanying narrative in the Restated Certificate of Incorporation, as amended to date, to eliminate the supermajority voting provisions.Proxy Statement.

(4) Approve an amendment to the Company’s Restated Certificate of Incorporation to repeal the “fair price” provisions.

(5) Transact any other business that properly comes before the meeting.

The Board of Directors recommends that you vote FOR Proposals (1), (2), and (3) and (4) above. These matters are more fully discussed in the accompanying proxy statement.

The close of business on Tuesday,Friday, March 2, 20102012 is the date for determining stockholders who are entitled to notice of and to vote at the annual meeting. You are requested to mark, date, sign, and return the enclosed form of proxy in the accompanying envelope, whether or not you expect to attend the annual meeting in person. You may also choose to vote your shares over the telephone or on the Internet. You may revoke your proxy at any time before it is voted at the meeting.

The annual meeting may be adjourned from time to time without further notice other than by an announcement at the meeting or at any adjournment. Any business described in this notice may be transacted at any adjourned meeting.

By Order of the Board of Directors

Carol A. McCoy

Vice President, Associate Counsel & Secretary

McKinney, Texas

March 18, 201019, 2012

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on April 29, 2010:26, 2012:

The Company’s Proxy Statement and 2011 Annual Report are available at http://www.torchmarkcorp.com/annualreport.htm.

TABLE OF CONTENTS

PROXY STATEMENT

EXECUTIVE SUMMARY

Meeting Actions

At Torchmark’s 2012 Annual Meeting of Stockholders, you are being asked to:

Information about their qualifications and tenure on the Board is located on pages 4 to 6 of this Proxy Statement.

Executive Compensation

The compensation recommendations and decisions for 2011 of our management, the Compensation Committee, with the aid of its independent compensation consultant, Board Advisory, LLC, and the independent members of the Board of Directors in the case of the Chief Executive Officer are summarized in the separate executive summary of Compensation Discussion and Analysis on page 19 of this Proxy Statement. That summary also provides insight into a new form of equity based compensation that certain senior executives will be awarded in 2012 – performance shares.

PROCEDURAL MATTERS

Solicitation of Proxies

The Board of Directors of Torchmark Corporation (the Company) solicits your proxy for use at the 20102012 annual meeting of stockholders and at any adjournment of the meeting. The annual meeting will be held at the Company Headquarters, 3700 South Stonebridge Drive, McKinney, Texas 75070 at 10:00 a.m., Central Daylight Time on Thursday, April 29, 2010.26, 2012. Mark S. McAndrew and Larry M. Hutchison are named as proxies on the proxy/direction card. They have been designated as directors’ proxies by the Board of Directors.

If the enclosed proxy/direction card is returned, properly executed, and in time for the meeting, your shares will be voted at the meeting. All proxies will be voted in accordance with the instructions set forth on the proxy/ direction card. If proxies are executed and returned which do not specify a vote on the proposals considered, those proxies will be votedFORproposals 1, 2 3 and 4.3. You have the right to revoke your proxy by giving written notice of revocation addressed to the Secretary of the Company at 3700 South Stonebridge Drive, McKinney, Texas 75070 at any time before the proxy is voted at the meeting.

The proxy/direction card is considered to be voting instructions furnished to the respective trustees of each of the Torchmark Corporation Savings and Investment Plan the Profit-Sharing and Retirement Plan of Liberty National Life Insurance Company and the Liberty National Life Insurance Company 401(k) Plan with respect to shares allocated to individual’sindividuals’ accounts under these plans. If the account information is the same, participants in one or more of the plans who are also shareholders of record will receive a single card representing all their shares. If a plan participant does not return a proxy/direction card to the Company, the

trustees of any plan in which shares are allocated to the participant’s individual account will vote those shares in the same proportion as the total shares in that plan for which directions have been received.

A plurality vote of the holders of the issued and outstanding common stock of the Company represented in person or by proxy at the stockholders meeting is required to elect directors. A simple majority vote of the holders of the issued and outstanding common stock of the Company represented in person or by proxy at the stockholders meeting is required to ratify the appointment of the Company’s independent registered public accounting firm. A vote of 80% of the holders of the issued and outstanding common stock represented in person or by proxy at the stockholders’ meeting is required to adopt the amendments to the Company’s Amended and Restated By-Laws and its Restated Certificate of Incorporation, as amended to date. Abstentions are considered as shares present and entitled to vote. Abstentions have the same legal effect as a vote against a matter presented at the meeting. Any shares for which a broker or nominee does not have discretionary voting authority under applicable New York Stock Exchange rules will be considered as shares not entitled to vote and will not be considered in the tabulation of the votes.

Record Date, and Voting Stock and Quorum

Each stockholderThe record date fixed by the Board of Directors for the determination of stockholders entitled to notice of and to vote at the 2012 annual meeting is March 2, 2012 (the Record Date). At the close of business on March 2, 2010 isthe Record Date, there were 99,698,224 shares of the Company’s common stock outstanding and eligible to vote at the annual meeting. At the annual meeting, stockholders will be entitled to one vote for each share of common stock held on that date upon each proposal to be voted on by the stockholdersowned at the meeting. At the close of business on March 2, 2010, there were 82,921,737 shares of common stock of the Company outstanding.Record Date. There is no cumulative voting of the common stock. Pursuant to a policy adopted by the Board of Directors, voting is confidential, with exceptions made to allow the Company to contact shareholders so as to reach quorum for meetings, in the event of a contested election and in the event comments are included on a proxy/direction card.

The presence at the 2012 annual meeting, in person or by proxy, of the holders of a majority of the outstanding shares of common stock entitled to vote at the meeting will constitute a quorum for consideration of the matters expected to be voted on at the meeting. Abstentions and broker non-votes will be included in the calculation of the number of the shares present at the meeting for the purposes of determining a quorum. “Broker non-votes” means shares held of record by a broker that are not voted on a matter because the broker has not received voting instructions from the beneficial owner of the shares and lacks the authority to vote the shares in its discretion. In tabulating the voting results for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal. Thus, broker non-votes will not affect the outcome of any matter being voted on at the meeting.

Required Vote on Proposals

Proposal 1 – Election of Directors: Under the Company’s By-Laws, a nominee will be elected to the Board of Directors of the Company at the 2012 annual meeting if the votes cast “for” the nominee’s election exceed the votes cast “against” the nominee’s election, with abstentions not counting as votes “for” or “against.”If you donot instruct your broker how to vote with respect to this item, your broker is not permitted to vote your shares withrespect to the election of directors. Abstentions and broker non-votes will not be taken into account in determining the outcome of the election of directors.

An uncontested incumbent director is required to submit a contingent letter of resignation to the Board of Directors at the time of his/her nomination for consideration by the Governance and Nominating Committee of the Board. If such a director does not receive a majority of votes cast “for” his or her election, the Governance and Nominating Committee is required to consider on an expedited basis such director’s tendered resignation and make a recommendation to the Board concerning the acceptance or rejection of the tendered resignation. The Board is required to take formal action on the committee’s recommendation expeditiously following the date of certification of the election results. The Company will publicly disclose the Board’s decision and its reasoning with regard to the tendered resignation.

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm: Under the Company’s By-Laws, in order to be approved, this proposal requires an affirmative vote of a majority of the votes cast affirmatively or negatively. This means that the votes that stockholders cast “for” this proposal must exceed the votes that stockholders cast “against” this proposal at the meeting. Abstentions are not counted as votes cast “for” or “against” and will not be taken into account in determining the outcome of this proposal.

Proposal3 – Advisory Vote on Executive Compensation: Our Board of Directors is seeking a non-binding advisory vote regarding the compensation of our named executive officers, as described in the Compensation, Discussion and Analysis, executive compensation tables and accompanying narrative disclosures contained in this Proxy Statement. Under the Company’s By-Laws, in order to be approved, this proposal requires an affirmative vote of a majority of the votes cast affirmatively or negatively at the meeting. This means that the votes that stockholders cast “for” this proposal must exceed the votes that stockholders cast “against” this proposal at the meeting. The vote is advisory and non-binding in nature but our Compensation Committee will

take into account the outcome of the vote when considering future executive compensation arrangements.If you do not instruct your broker how to vote with respect to this item, your broker may not vote with respect to this proposal. Abstentions and broker non-votes will not be taken into account in determining the outcome of this proposal.

Following the annual meeting, we will file a Form 8-K with the Securities and Exchange Commission disclosing the results of voting on each proposal as required by applicable rules.

Principal Stockholders

The following table lists all persons known to be beneficial owners of more than five percent of the Company’s outstanding common stock as of December 31, 2009,2011, as indicated from Schedule 13G filings with the Securities and Exchange Commission.

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PROPOSAL NUMBER 1

Election of Directors

The Company’s By-laws provide that there will be not less than seven nor more than fifteen directors with the exact number to be fixed by the Board of Directors. In February 2010, the Board increasedfixed the number of directors to eleven fromat ten persons and elected Darren Rebelez to fillpersons.

Beginning with the newly created directorship, serving pursuant to the Board’s established policy until the 2010 Annual Meetingelection of Stockholders. Also,directors in February 2010,2011, the Board reducedcommenced its phased declassification process over three election years (2011, 2012 and 2013), so that in 2012 seven directors are proposed for election to a one- year term and in 2013 all directors will stand for election to a one-year term. Accordingly, the number of directors to ten persons effective upon the retirement of Joseph L. Lanier, Jr., as discussed below.

The Board of Directors proposes the election of Charles E. Adair, LloydDavid L. Boren, M. Jane Buchan, Robert W. NewtonIngram, Mark S. McAndrew, Sam R. Perry, Lamar C. Smith and Darren M. RebelezPaul J. Zucconi as directors, with each to hold office for a one year term, of three years, expiring at the close of the annual meeting of stockholders to be held in 2013 orand until their successors are elected and qualified. Upon their re-nomination as directors, each of Messrs. Adair, NewtonBoren, Ingram McAndrew, Perry, Lamar Smith and Rebelez’s current terms expire atZucconi and Ms. Buchan tendered an irrevocable contingent resignation letter pursuant to the 2010 Annual Meeting of Stockholders. Joseph L. Lanier, Jr. reached the retirement age for non-officer directors of 78 and will retire from the Board as of the April 29, 2010 Annual Meeting of Stockholders.Company’s Director Resignation Policy. The term of office of the other seventhree directors continues until the close of the annual meeting of stockholders in the year shown in the biographical information below or2013 and until their successors are elected and qualified.

Non-officerNon-management directors first elected to the Board of Directors prior to April 28, 2005 retire from the Board of Directors at the annual meeting of stockholders which immediately follows their 78th birthday. Non-officer directors first elected to the Board after April 28, 2005 retire from the Board at the annual meeting of stockholders immediately following their 74th birthday. Directors who are employees/officers of the Company retire from active service as directors at the annual stockholders meeting immediately following their 65th birthday.

If any of the nominees becomes unavailable for election, the directors’ proxies will vote for the election of any other person recommended by the Board of Directors unless the Board reduces the number of directors.

The Board recommends that the stockholders voteFORall the nominees.

Profiles of Directors and Nominees⁽¹⁾

Charles E. Adair (age 62)64) has been a director since April 2003. His term expires in 2013. He is also a director of Tech Data Corporation and PSS World Medical, Inc. He formerly served as a director of Performance Food Group, Inc. (1993-2008). Principal Occupation: Partner, Cordova Ventures, Montgomery, Alabama, a venture capital management company since December 1993.

Mr. Adair brings to the Board more than 20 years of experience as the former President and Chief Operating Officer of a NASDAQ-listed pharmaceutical and medical supplies distributor. In his current role as a partner in a venture capital management company, he has served on both public and private company boards, participating in acquisitions, divestitures and debt and equity financings.

David L. Boren (age 68)70) has been a director of the Company since April 1996. His term expires in 2012. He is also a director of AMR Corporation, Continental Resources, Inc. and Texas Instruments, Inc. He formerly served as a director of Hiland Partners, L.P. (2006-2008), AMR Corporation (1994-2011) and Texas Instruments, Inc. (1995-2011). Principal occupation: President of The University of Oklahoma, Norman, Oklahoma since November 1994; Co-Chair, President’s Intelligence Advisory Board, U.S. Government 2009-Present; Chairman, Oklahoma Foundation for Excellence Board of Trustees 1984-Present.

Mr. Boren brings to the Board a diverse set of skills with a focus on governance, human resources and compensation issues from his experiences as an Oklahoma state legislator, a former Governor of and U.S.

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Senator from Oklahoma and his present position as the President of the University of Oklahoma, where he oversees 13,000 employees and an annual operating budget of $1.5$1.6 billion.

M. Jane Buchan (age 46)48) has been a director of the Company since October 2005. Her term expires in 2012. Principal Occupation: Chief Executive Officer and Managing Director of Pacific Alternative Asset Management Company, LLC, Irvine, California, an institutional fund of funds for pension plans of corporations, state governments and foreign retirement trusts, since March 2000.2000; Director of the Chartered Alternative Investment Association (CALA).

Ms. Buchan’s 2325 year career as an investment professional including experience as an analyst at J.P. Morgan Investment Management, various positions (including Director of Quantitative Analysis and Chief Investment Officer of Non-Directional Strategies) at Collins Associates, an institutional fund of funds and consulting firm, and as founder, Managing Director and CEO of Pacific Alternative Asset Management Company provides the Board with a broad range of investment management skills.

Robert W. Ingram (age 61)63) has been a director of the Company since October 2005. His term expires in 2012. Principal Occupation: Retired Accounting Educator. (Senior Associate Dean 2004-May 2008 and Ross-Culverhouse Professor of Accounting in Culverhouse College of Commerce, University of Alabama, Tuscaloosa, Alabama 2002-July 2009).

Mr. Ingram’s background of 32 years as an accounting educator at the undergraduate and graduate collegiate levels in four different universities and his experience as Director of the Culverhouse School of Accountancy and Senior Associate Dean of the Culverhouse College of Commerce at the University of Alabama provides the Board with extensive accounting and financial reporting expertise.

Mark S. McAndrew (age 56)58) has been a director of the Company since July 1998. His term expires in 2011. Principal occupation: Chairman since February 2006 and Chief Executive Officer since August 2005 of the Company. (Chairman of Insurance Operations of the Company, February 2003-August 2005; Chief Executive Officer, September 1999-August 2005, and President, October 1991-August 2005, of Globe.)

Mr. McAndrew has been employed within the Company organization for more than 2930 years in a number of positions and areas with a focus on internal auditing, direct response marketing and sales and corporate administration. He has served in a variety of senior executive positions at all of the Company’s insurance subsidiaries, including as President and Chief Executive Officer of Globe, United American and American Income, as well as in the parent holding company.

Lloyd W. Newton (age 67)69) has been a director of the Company since April 2006. His term expires in 2013. He is also a director of Goodrich Corporation and Sonoco Products Company. Principal Occupation: Consultant. (Executive Vice President of Pratt & Whitney Military Engines, a Division of United Technologies Corporation, East Hartford, Connecticut, a manufacturer of aircraft engines, gas turbines and space propulsion systems, August 2000-March 2006).

Mr. Newton’s experiences as a retired U.S. Air Force General serving as Commander of Air Education and Training Command where he was responsible for the recruitment, training and education of Air Force personnel, allow him to provide withthe Board with extensive human resources and management expertise. His work at Pratt & Whitney Military Engines after retiring from the Air Force furnishes an international sales and business development perspective to the Board.

Sam R. Perry (age 75)77) has been a director of the Company since October 2004. His term expires in 2011. Principal occupation: Attorney in Private Practice, Austin, Texas, since October 2004. (Shareholder and Of Counsel at Sneed Vine & Perry P.C., Austin, Texas December 2003-September 2004.)

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Mr. Perry contributes to the Board from his more than 50 years of experience as a practicing attorney representing insurance companies in corporate and regulatory matters. His legal practice in a large Austin, Texas firm and as a sole practioner after retirement from that firm has included acquisitions and dispositions of both insurance companies and blocks of insurance business as well as a wide variety of insurance regulatory issues and appearances before insurance and other regulators.

Darren M. Rebelez (age 44)46) has been a director of the Company since February 2010. principal occupation:His term expires in 2013. Principal Occupation: Executive Vice President and Chief Operating Officer of 7-Eleven, Inc., Dallas, Texas, the world’s largest operator, franchisor and licensor of convenience stores, since August 2007. (US On the Run Franchise Manager and various executive positions, ExxonMobil Corporation, Fairfax, Virginia, July 2001-July 2007).

Mr. Rebelez brings to the Board experience as Chief Operating Officer of a large convenience store company targeted toward the middle income market with an emphasis on store development, franchising, information technology and business transformation. His prior work at ExxonMobil and Thornton Oil Corporation provides the Board with expertise in merchandising, strategic planning, management and marketing.

Lamar C. Smith (age 62)64) has been a director of the Company since October 1999. His term expires in 2011. Principal Occupation: AuthorExecutive Chairman, Vista Machining Company, Fort Worth, Texas, a supplier of fabricated parts to the defense industry, since January 2011 and Retired Financial Services Executive.Owner, Vista Commercial Technologies, LLC, Fort Worth, Texas since December 2011. (Chairman, January 1992-January 2007, and Chief Executive Officer, 1990-April 2007, of First Command Financial Services, Inc., Fort Worth, Texas, a financial services company providing insurance, mutual funds and banking services to middle income families including current and former commissioned and non-commissioned military officers; Chairman of First Command Bank, a subsidiary of First Command Financial Services, Inc., May 2007 - September 2007).

Mr. Smith’s experiences during a 30 year career at First Command Financial Services, including service as its President and Chief Operating Officer and as its Chairman and Chief Executive Officer, permit him to furnish the Board with an extensive perspective on insurance marketing issues and all aspects of the operations of a large independent insurance and financial services agency.

Paul J. Zucconi (age 69)71) has been a director of the Company since July 2002. His term expires in 2012. He is also a director of Titanium Metals Corporation, American Beacon Funds (17(26 funds) and Affirmative Insurance Holdings, Inc. Principal occupation: Business Consultant, Plano, Texas, since January 2001.2001; Director of National Kidney Foundation serving North Texas.

Mr. Zucconi brings to the Board extensive experience in accounting, financial reporting and auditing (both internal and independent) from his 33 year career with KPMG, where he was a partner for 25 years and very active in professional practice areas, including 17 years as a SEC Reviewing Partner. Since his retirement from KPMG in 2001, he has worked as a business consultant using his accounting expertise.

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PROPOSAL NUMBER 2

Approval of Auditors

A proposal to ratify the appointment of the firm of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the year ending December 31, 20102012 will be presented to the stockholders at the annual meeting. Deloitte & Touche LLP served as the independent registered public accounting firm of Torchmark, auditing the financial statements of the Company and its subsidiaries for the fiscal year ended December 31, 20092011 and has served in this capacity since 1999. The Audit Committee of the Board has appointed Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for 20102012 and has recommended that the stockholders ratify the appointment of Deloitte & Touche LLP for 2010.2012.

A representative of Deloitte & Touche LLP is expected to be present at the meeting and available to respond to appropriate questions and, although the firm has indicated that no statement will be made, an opportunity for a statement will be provided.

If the stockholders do not ratify the appointment of Deloitte & Touche LLP, the selection of an independent registered public accounting firm will be reconsidered by the Audit Committee of the Board of Directors.

The Board recommends that stockholders voteFORthe proposal.

PROPOSAL NUMBER 3

Amendment of the Company’s Certificate of Incorporation and Bylaws

to Eliminate Supermajority Voting ProvisionsAdvisory Vote on Executive Compensation

GeneralThe Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act), enacted in July 2010, enables Torchmark stockholders to vote to approve, on an advisory and non-binding basis, the compensation of Torchmark’s named executive officers as disclosed in this Proxy Statement in accordance with SEC rules.

Torchmark’s BoardWe are asking for stockholder approval of Directors has approved,the compensation of our named executive officers, as disclosed on pages 19 to 42 of this Proxy Statement in accordance with SEC rules, which includes the disclosures under “Executive Compensation—Compensation Discussion and recommends that Torchmark’s stockholders approve, an amendmentAnalysis,” the compensation tables and the related narrative compensation disclosures. This vote is not intended to address any specific item of compensation, but rather this vote relates to the Company’s Amendedoverall compensation of our named executive officers and Restated By-Laws (as amended to date, the “By-Laws”), as well as an amendment to the Company’s Restated Certificate of Incorporation (as amended to date, the “Certificate”),compensation policies and practices described in order to eliminate the supermajority voting provisions described below.this Proxy Statement.

In determining whether these amendments are inThe compensation of our executive officers is based on a philosophy that emphasizes and rewards the best interestsattainment of performance measures that, the Company’s stockholders, the Governance and NominatingCompensation Committee of the Board believes, promote the creation of long-term stockholder value and therefore align management’s interests with the interests of long-term stockholders. As described more fully in the Compensation Discussion and Analysis, the mix of compensation elements, the terms of the annual Management Incentive Plan and the full Board considered arguments forterms of long-term equity incentive awards are all designed to enable the Company to attract, motivate, reward and againstretain key executives while, at the supermajority voting requirements that were adopted by the Boardsame time, creating a close relationship between performance and approved by the Company’s stockholders in 1984.compensation. The Board consideredCompensation Committee believes that the provisions requiring a supermajority vote to amend certain provisionsdesign of the By-Laws can be viewed as facilitating corporate governance stability by requiring broad stockholder consensuscompensation program and the compensation of named executive officers under the program fulfill this objective. Stockholders are urged to effect changes. The Board also consideredread the viewssection of many investorsthis proxy statement entitled “Executive Compensation”, including the Compensation Discussion and others who believe that these provisions are inconsistent with principlesAnalysis, for a detailed discussion of good corporate governance because they limit stockholders’ ability to participate effectively in corporate governance. For example, the requirement of a supermajority vote can limit the ability of a majority of the stockholders at any particular time to effect change, since such a requirement essentially provides a veto to a large minority stockholder or group of stockholders. In addition, a lower threshold for stockholder votes can increase stockholders’ ability to participate effectively in Torchmark’s corporate governancehow our compensation policies and increase the Board’s accountability to stockholders. The elimination of the supermajority provisions will allow either the holders of a majority of Torchmark’s common stock or the Board of Directors to amend, alter or repeal any provision of the By-Laws.practices implement our compensation philosophy.

After weighing these considerations, the GovernanceThis vote is advisory and Nominating Committee recommended the elimination of the supermajority voting requirements, and the Board agreed and determined that amendments to the By-Laws and Certificate to eliminate the supermajority voting requirements are advisable and in the best interests of the Company and its stockholders. Accordingly, the Board of Directors has adopted resolutions

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approving and declaring the advisability of these amendments and recommends that the stockholders approve these amendments by voting in favor of this Proposal. The current supermajority voting provisions and the proposed amendments are described in greater detail below.

Current Supermajority Voting Provisions

The current supermajority voting provisions in the Bylaws and Certificate are as follows:

Proposed Amendments

The proposed amendments to the By-Laws and Certificate that are recommended for stockholder approval in this Proposal would:

If the stockholders approve the amendments to the Certificate and the By-Laws set forth in this Proposal No. 3, the principal effect will be that Articles II and III of the By-Laws may be amended, altered or repealed upon approval either by a majority oftherefore not binding on Torchmark, the Board of Directors or by the holders of a majorityCompensation Committee of the outstanding sharesBoard. The Board and the Compensation Committee value the opinions of Torchmark stock entitledstockholders and to the extent there is any significant vote against the named executive officer compensation as disclosed in this Proxy Statement, we will consider those stockholders’ concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

Accordingly, Torchmark is asking stockholders to vote on the following resolution at a stockholder meeting, as currently provided for in Article VIIthe Annual Meeting:

“RESOLVED, that the Company’s stockholders hereby approve, on an advisory basis, the compensation of the By-Laws with respect to amendments to all other provisions of the By-Laws. The amendment to Article SIXTH of the Certificate will enable the Board to adopt further amendments to Articles II and III of the By-Laws to implement additional changesnamed executive officers, as disclosed in the Company’s corporate governance structure, as discussed below.

The full text ofProxy Statement for the amendments to the By-Laws and the Certificate proposed in this Proposal No. 3 is set forth in Appendix A, with deletions indicated by strikeout and additions indicated by underline. The current “supermajority voting” provisions and proposed amendments described above are qualified in their entirety by reference to the actual text as set forth in Appendix A.

Please note that the Board is separately proposing to repeal other provisions of the Certificate, as discussed in “Proposal Number 4: Amendment of the Company’s Certificate of Incorporation to Repeal the Fair Price Provision.” The full text of the amendment to the Certificate proposed under Proposal No. 4 is set forth in Appendix B.

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Additional By-Law Amendments by the Board If Proposal No. 3 Is Approved

At a meeting held on January 26, 2010, the Board approved, contingent upon the stockholders approving this Proposal No. 3 at the 2010 Annual Meeting, a further amendment to the By-Laws that would provide for a phased-in declassification of the Board and the annual election of directors to the Board, commencing with the class of directors standing for election at the 20112012 Annual Meeting of Stockholders. As a result,Stockholders pursuant to the classes of directors whose three-year terms would expire at the 2011, 2012 and 2013 Annual Meetings of Stockholders would continue to hold office until the endexecutive compensation disclosure rules of the terms forSecurities and Exchange Commission, which they have been electeddisclosure includes the Compensation Discussion and thereafter would stand for election for one-year terms. Commencing atAnalysis, the 2013 Annual Meeting, all directors would be elected on an annual basis. Directors serving out the remainder of their three-year terms would be able to be removed only for causecompensation tables and only upon the affirmative vote of the holders of a majority of the voting power of the shares entitled to vote thereon, while directors elected for a one-year term would be able to be removed from office, with or without cause, upon the affirmative vote of a majority of the shares entitled to vote thereon. Again, this declassification amendment to the By-laws will only become effective if the stockholders approve this Proposal No. 3 by the required vote.

Additionally, if Torchmark’s stockholders approve this Proposal No. 3 by the required vote, the Board intends to make further changes to the By-Laws which the Board presently believes represent improvements in Torchmark’s corporate governance, including the following:

Required Vote

In order to be adopted, this Proposal must receive the affirmative vote of the holders of at least 80% of outstanding shares of common stock entitled to vote at the Annual Meeting. As a result, any shares not voted (whether by abstention, broker non-vote or otherwise) will have the same effect as a vote against Proposal No. 3. Under the Certificate and By-Laws, the affirmative vote of the holders of at least 80% of the outstanding shares of all common stock entitled to vote at the Annual Meeting is required for approval of the amendments to Articles II and III of the By-Laws. Although the affirmative vote of the holders of only a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting is necessary for the approval of the amendment to Article SIXTH of the Certificate, the Company has proposed to amend this provision in conjunction with the amendments to the By-Laws set forth in this Proposal No. 3, and therefore will amend Article SIXTH of the Certificate only if Proposal No. 3 is approved by the affirmative vote of the holders of 80% of the outstanding shares of common stock entitled to vote at the Annual Meeting.

Effectiveness

If approved by the stockholders, the amendment to the Certificate described in this Proposal No. 3 will become effective upon the filing with the Delaware Secretary of State of a Second Certificate of Amendment to the Company’s Restated Certificate of Incorporation (in a form assuming the amendments to the Certificate described in both Proposal No. 3 and Proposal No. 4 are approved, which will be modified to the extent stockholders do not approve both Proposal No. 3 and Proposal No. 4), which filing is expected to take place shortly after the stockholders approve this Proposal No. 3. The amendment to the By-Laws set forth in Appendix A will become effective upon stockholder approval of this Proposal No. 3.related compensation disclosures.”

Recommendation of the Board

The Board of Directors recommends that youstockholders vote “FOR” the proposal to amend the Company’s By-Laws and Certificate of Incorporation to eliminate the supermajority voting provisions.

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PROPOSAL NUMBER 4

Amendmentadvisory approval of the Company’s Certificate of Incorporation

to Repeal the Fair Price Provision

General

Torchmark’s Board of Directors has approved, and recommends that Torchmark’s stockholders approve, an amendment to the Company’s Restated Certificate of Incorporation (as amended to date, the “Certificate”) in order to eliminate the “fair price” provision in the Certificate by deleting Article TENTH of the Certificate.

A fair price provision is an anti-takeover measure designed to help companies defend against certain kinds of tender offers, known as coercive, two-tiered tender offers. In this type of takeover, a potential acquirer will offer one price for the shares needed to gain control of a target company and then offer a lower price or other less favorable consideration for the remaining shares, thereby creating pressure for stockholders to tender their shares for the tender offer price, regardless of their value. Standard fair price provisions encourage a potential acquirer to negotiate with a company’s board of directors by requiring the potential acquirer to pay a “fair price” for all shares as determined under a specified formulation, unless the acquirer’s offer has satisfied specified board or stockholder approval requirements.

Section 203 of the Delaware General Corporation Law (“DGCL”) contains provisions that provide similar protection to those under Article TENTH of the Certificate. When Article TENTH was adopted in 1984, Section 203 of the DGCL had not yet been enacted. The Board believes the protection afforded by Section 203 of the DGCL is sufficient, and that a separate provision in the Certificate is no longer necessary.

After weighing these considerations, the Governance and Nominating Committee recommended to the Board of Directors an amendment to the Certificate to eliminate the fair price provision, and the Board of Directors agreed and determined that this amendment is advisable and in the best interests of the Company and its stockholders. Accordingly, the Board of Directors has adopted resolutions approving and declaring the advisability of this amendment and recommends that the stockholders approve this amendment by voting in favor of this Proposal. The current fair price provision and the proposed amendment are described in greater detail below.

Fair Price Provision

Article TENTH of the Certificate, which is sometimes referred to as a “fair price” provision, currently requires the affirmative vote of the holders of at least 80% of Torchmark’s outstanding voting stock to approve certain transactions involving any person or group that beneficially owns at least 10% of Torchmark’s outstanding voting stock (an “Interested Stockholder”). The current requirements of Article TENTH apply to the following transactions between an Interested Stockholder and Torchmark:

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This 80% voting requirement does not apply to (a) transactions approved by a majority of the Continuing Directors (generally directors who are not affiliated with the Interested Stockholder and who were directors prior to the time that the Interested Stockholder became an Interested Stockholder or who were recommended for election by such directors) or (b) transactions in which certain “fair price” requirements are met (generally requiring that the Interested Stockholder pay a “fair price” for all shares as determined under a specified formulation).

Article TENTH also requires an affirmative vote of the holders of at least 80% of the then outstanding shares of voting stock, voting together as a single class, in order to amend or repeal, or adopt any provision inconsistent with, Article TENTH.

Proposed Amendment to the Certificate

Under the proposed amendments, Article TENTH would be deleted in its entirety. The repeal of Article TENTH will have two principal effects on stockholder voting: First, those transactions covered by Article TENTH that otherwise require a stockholder vote under the Delaware General Corporation Law would require for approval the vote of the holders of a majority of our outstanding stock, rather than an 80% supermajority. Second, the Board of Directors will be able to effect, without obtaining stockholder approval, those transactions covered by Article TENTH that do not otherwise require stockholder approval under Delaware law.

Torchmark will continue to be subject to Section 203 of the DGCL without regard to whether this proposed amendment to the Certificate is approved. Section 203 contains provisions that are similar, but not identical, to those under Article TENTH of Torchmark’s Certificate in the event that an interested stockholder proposes a business combination with Torchmark. Specifically, Section 203 prohibits Torchmark from engaging in a transaction constituting a “business combination” (within the meaning of Section 203) with an “interested stockholder” for a period of three years following the date on which the person became an interested stockholder unless:

Both Article TENTH and Section 203 are designed to protect Torchmark and its stockholders against coercive, two-tiered tender offers. However, the “fair price” conditions under Article TENTH have no corollary under Section 203, and, therefore, are more burdensome to an interested stockholder than the requirements of Section 203. There are four significant differences between the provisions:

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The full text of the amendment to the Certificate proposed in this Proposal No. 4 isresolution set forth in Appendix B, with deletions indicated by strikeout and additions indicated by underline. The current “fair price provision” and proposed amendment described above are qualified in their entirety by reference to the actual text as set forth in Appendix B.above.

Please note that the Board has separately proposed to amend other provisions of the Certificate, as discussed in “Proposal Number3: Amendment of the Company’s Certificate of Incorporation and Bylaws to Eliminate the Supermajority Voting Provisions.” The full text of the amendment to the Certificate proposed under Proposal No. 3 is set forth in Appendix A.

Required Vote

In order to be adopted, this Proposal must receive the affirmative vote of the holders of at least 80% of outstanding shares of common stock entitled to vote at the Annual Meeting. As a result, any shares not voted (whether by abstention, broker non-vote or otherwise) will have the same effect as a vote against Proposal No. 4.

Effectiveness

If approved by the stockholders, the amendment to the Certificate described in this Proposal No. 4 will become effective upon the filing with the Delaware Secretary of State of a Second Certificate of Amendment to the Company’s Restated Certificate of Incorporation (in a form assuming the amendments to the Certificate described in both Proposal No. 3 and Proposal No. 4 are approved, which will be modified to the extent stockholders do not approve both Proposal No. 3 and Proposal No. 4), which filing is expected to take place shortly after the stockholders approve this Proposal No. 4.

Recommendation of the Board

The Board of Directors recommends that you vote “FOR” the proposal to amend Torchmark’s Certificate of Incorporation to repeal Article TENTH (the “fair price” provision) in its entirety.

OTHER BUSINESS

The directors are not aware of any other matters which may properly be and are likely to be brought before the meeting. If any other proper matters are brought before the meeting, the persons named in the proxy, or in the event no person is named, Mark S. McAndrew and Larry M. Hutchison will vote in accordance with their judgment on these matters.

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INFORMATION REGARDING DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS

Executive Officers

The following table shows certain information concerning each person deemed to be an executive officer of the Company, except those persons also serving as directors. Each executive officer is appointed by the Board of Directors of the Company or its subsidiaries annually and serves at the pleasure of that board. There are no arrangements or understandings between any executive officer and any other person pursuant to which the officer was selected.

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Stock Ownership

The following table shows certain information about stock ownership as of December 31, 20092011 for the directors whose termsterm continue after this Annual Meeting of Stockholders, the director nominees and executive officers of the Company, including shares with respect to which they have the right to acquire beneficial ownership on or prior to March 1, 2010.February 29, 2012.

(2)

Messrs. Coleman, Almond, Pressley and PressleySvoboda own 4,000, 11,400, 4,000 and 2,8161,700 Torchmark Capital Trust III Trust Originated Preferred Securities, respectively, directly. Mr. AlmondSvoboda also owns 650400 Torchmark Capital Trust III Trust Originated Preferred Securities indirectly through his spouse. Mr. Zucconi owns 1,500 Torchmark Capital Trust III Trust Originated Preferred Securities indirectly through a family limited partnership.

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Shares reported for McAndrew include 44,155 shares which are pledged. Shares reported for King include 32,500 shares which are pledged. Shares reported for McWhorter include 10,650 shares which are pledged.

CORPORATE GOVERNANCE

Director Independence Determinations

The New York Stock Exchange (NYSE) rules require that Torchmark have a majority of independent directors. The rules provide that no director will qualify as “independent” unless the Board of Directors affirmatively determines that the director has no material relationship with Torchmark and its subsidiaries (collectively, Torchmark), either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company. In order to assist in the making of these determinations, the Board has adopted certain the

categorical standards described belowprescribed by the NYSE as well as eleven additional categorical standards to assist it in making determinations of independence.

The categorical standards for independence determinations adopted by the Board of Directors are:

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The Board further adopted the following additional categorical standards for determining director independence on February 23, 2005, which were reviewed, amended and restated on February 20, 2007:

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All directors other than those deemednot“independent” under the foregoingthese standards will be deemed to be “independent” upon a Board determination.

These independence standards are available on the Company’s website by going towww.torchmarkcorp.com and clicking on the Investor Relations page. They are located under the Corporate Governance heading.heading at Director Independence Criteria. You may also obtain a printed copy of the independent standards at no charge by writing the Corporate Secretary at 3700 South Stonebridge Drive, McKinney, Texas.

Based on these categorical standards and after evaluation of the directors’ responses to an annual questionnaire, which included questions based on the above-described independence criteria as well as any related party transactions disclosable pursuant to Item 404(a) of SEC Regulation S-K, the Governance and Nominating Committee made recommendations to the Board of Directors regarding director independence on February 26, 200924, 2011 and February 25, 2010.22, 2012. Accordingly, as of the February 26, 200924, 2011 and February 25, 201022, 2012 Board meetings, the Board determined that the following directors continue to meet the categorical standards set by the Board and are “independent”: Charles E. Adair, David L. Boren, M. Jane Buchan, Robert W. Ingram, Joseph L. Lanier, Jr., Lloyd W. Newton, Sam R. Perry, Darren M. Rebelez, Lamar C. Smith and Paul J. Zucconi. On February 25, 2010, Darren M. Rebelez was determined by the Board to meet the categorical standards set by the Board and is “independent”. As of both February 26, 200924, 2011 and February 25, 2010,22, 2012, Mark S. McAndrew (as a Company employee) and Lamar C. Smith (because of the three year look-back period associated with related party transactions between certain Company subsidiaries and First Command Financial Services, Inc. and its subsidiaries, where Mr. Smith served as an executive officer and/or employee until his September 30, 2007 retirement) werewas not considered “independent”.

Board Leadership Structure

The Company has not separated the roles of Chairman of the Board and Chief Executive Officer; instead it has chosen to operate with a single person serving as Chairman and Chief Executive Officer (currently, Mark S. McAndrew). The Company believes that it can operate effectively with a combined Chairman and Chief Executive Officer while continuing to provide the appropriate level of corporate governance for shareholders, policyholders, regulators and our other constituent groups, given (1) the small size of the Board, (2) that there is only one management director and only one other director(the Chief Executive Officer) who presently is not independent and (3) that the Board has frequent executive sessions of the non-management directors as well as of only the independent directors with all of these executive sessions presided over by ana lead independent director, the Chairdirector. For a number of the Governance and Nominating Committee. Whileyears, the director serving as the Chair of the Governance and Nominating Committee has performed the role of a presiding director, for a number of years,but the Board haddid not formally awardedaward this title to that Committee Chair. After review, on January 26, 2010, the Board determined to amend the Corporate Governance Guidelines in order to formally provide for the position of a lead independent director, to define the qualifications and duties of that lead directorLead Director and to elect a director to serve as the lead director.Lead Director. As defined in Section H. of the Corporate Governance Guidelines, the Lead Director is elected annually by and from the independent directors currently serving on the Board; provided, however, that a director must have served a minimum of one year in order to qualify for election as the Lead Director. It is the intention of the Board that the position of Lead Director be rotated but no fixed number of terms which a person can be the Lead Director has been set. The Lead Director has duties, which include, but are not limited to, (a) coordinating scheduling of/preparation for Board meetings and executive sessions of the Board; (b) leading Board meetings if the Chairman is not present and leading all executive sessions of the independent directors; (c) acting as the principal liaison between the independent directors and the Chairman and Chief Executive Officer; (d) advising

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the independent committee chairs in fulfilling their roles and responsibilities; (e) defining the scope, quality and timeliness of the information flow between management and the Board; (f) leading the process of employing, evaluating and compensating the Chief Executive Officer: (g) coordinating Chief Executive Officer, director and Board performance evaluations; (h) approving retention of board consultants; (i) having authority to call meetings of the independent directors and (j) being available for consultation and communication with shareowners upon request. During the January 26, 2010 Board teleconference, David L. Boren was elected Lead Director.Director on January 26, 2010 and served in that role until April 29, 2010, at which time Charles E. Adair was elected Lead Director to serve for a one year term expiring April 28, 2011. Mr. Adair was re-elected Lead Director in April 2011 to serve for a term expiring April 26, 2012.

Board’s Role in Risk Oversight

While the Audit Committee regularly monitors and reports to the Board on the Company’s major financial risk exposures and the Compensation Committee examines and reports to the Board on the Company’s compensation programs and policies to ensure that they do not operate to incent Company executives to take risks which would adversely effect the Company, theTorchmark’s Board has determined that overall responsibility for oversight of enterprise risk management at the Company is that of the entire Board. Accordingly, the Board has not chosen to establish a separately designated risk committee.committee of the Board. Instead, the full Board oversees risk by regularly monitoring, receiving and reviewing written and oral reports from and interacting with ana senior management level Enterprise Risk Management Committee (ERM Committee),. The ERM Committee is chaired by the Company’s General Counsel and comprised of the Company’s Chief Executive Officer, and comprisedits Chief Financial Officer, General Counsel, Chief Administrative Officer, Chief Actuary, Chief Investment Officer, Chief Accounting Officer, Chief Marketing Officer, Director of the Company’s senior executive officersInternal Audit, Director of Human Resources and the Presidents/Chief Executive Officers of the principal insurance subsidiaries, which meets on a regularly scheduled basis. Memberssubsidiaries. The Chair of the Audit Committee serves as the Board’s liaison to the ERM Committee and attends all ERM Committee meetings. Other members of the Board are encouraged to attend and participate in meetings of the ERM Committee. The ERM Committee if they desiremeets on a regularly scheduled basis to do so.identify, evaluate and prioritize the various risk faced by the Company and its insurance subsidiaries, including, but not limited to, strategic, financial, investment, credit, market, liquidity, operational, legal and regulatory, compliance, information, technological, human capital, fraud, reputational and external risks, and to consider the mitigation of such risks. Directors may submit matters and issues at any time to be considered and reported on by the ERM Committee. In its four meetings held in 2011, the ERM Committee conducted focused examinations on risks relating to product pricing, interest rates, fraud, social media, information technology, regulatory, and the various risks inherent in the Company’s strategic plan with an emphasis on the Company’s three insurance product distribution systems and it reported on these examinations to the full Board.

Executive Sessions of the Board and Communications with the Board of Directors

Torchmark’s non-management directors have since October 2002 met in regularly scheduled executive sessions without any management participation by officers or employee directors. These executive sessions are currently held either before, after or otherwise in conjunction with the Board’s regularly scheduled, physically-held meetings each year. Additional executive sessions can be scheduled at the request of the non-managementindependent directors. Beginning in 2004, at least one executive session per year is conducted with only independent directors present.

The director whoLead Director presided over the executive sessions during 2009 was the Chair of the Governance and Nominating Committee.2011. If that director washad not been present, another independent director waswould have been chosen by the executive session to preside.

Security holders of the Company and other interested parties may communicate with the full Board of Directors, the non-management directors,Lead Director, the independent directors or a specific director or directors by writing to them in care of the Corporate Secretary at 3700 South Stonebridge Drive, McKinney, Texas 75070.

Governance Guidelines and Codes of Ethics

Torchmark has adopted Corporate Governance Guidelines, a Code of Ethics for the CEO and Senior Financial Officers, and a Code of Business Conduct and Ethics for its directors, officers and employees, all of which comply with the requirements of securities law, applicable regulations and New York Stock Exchange rules. These documents are available on the Company’s website by going towww.torchmarkcorp.comand clicking on the Investor Relations page. They are located under the Corporate Governance heading. Printed copies of these documents may be obtained at no charge by writing the Corporate Secretary at 3700 South Stonebridge Drive, McKinney, Texas 75070.

Committees of the Board of Directors

The Board of Directors has the following standing committees more fully described below: Audit, Compensation and Governance and Nominating. The Board may also, from time to time, nameestablish additional special

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committees and did so in 2009, appointing a pricing committee, comprised of Messrs. Adair, Perry and Zucconi, which held one teleconference meeting connected with the Company’s issuance of $300,000,000 9.25% Senior Notes due 2019. committees.

Audit Committee—The Audit Committee is currently comprised of Messrs. Zucconi (2009(2011 Chairman), Adair, Ingram and Perry. As of the date of this Proxy Statement, allRebelez. All members of the Audit Committee are independent under the definition contained in the NYSE rules and fully comply with SEC rules and regulations. Mr. Zucconi serves on a total of four audit committees (three public corporations, including the Company, and one mutual fund group). On July 15, 2008, the Board determined that his simultaneous service on the audit committees of four public companies/fund groups does not impair his ability to serve on the Company’s Audit Committee.

The Audit Committee reviews and discusses with management and the independent registered public accounting firm the Company’s audited financial statements and quarterly financial statements prior to filing, the Company’s earnings press releases and financial information and earnings guidance, and the Company’s policies for financial risk assessment and management; selects, appoints, reviews and, if necessary, discharges the independent auditors; reviews the scope of the independent auditors’ audit plan and pre-approves audit and non-audit services; reviews the adequacy of the Company’s system of internal controls over financial reporting; periodically reviews pending litigation and regulatory matters; reviews the performance of the Company’s internal audit function,function; reviews related party disclosures to assure that they are adequately disclosed in the Company’s financial statements andstatements; other SEC filings and reviews and appropriately treats complaints and concerns regarding accounting, internal accounting controls or auditing matters pursuant to a confidential “whistleblower” policy.policy; discusses the Company’s major financial risk exposures and the steps that management has taken to monitor and control such exposures; and monitors and periodically reports to the Board regarding management’s enterprise risk management processes. Additionally, the Audit Committee meets with the Company’s independent auditors and internal auditors both with and without management present. The Audit Committee met eleven times in 20092011 (four physically-held meetings and seven teleconference meetings).

The Audit Committee has a written charter, which is annually reviewed and updated if necessary. The committee charter is posted on the Company’s website and can be viewed by going towww.torchmarkcorp.comand clicking on the Investor Relations page. The committee charter is located under the Corporate Governance heading. You may also obtain a printed copy of the committee charter at no charge by writing the office of the Corporate Secretary at 3700 South Stonebridge Drive, McKinney, Texas 75070.

Compensation Committee—The Compensation Committee is currently comprised of Messrs. Lanier (2009Newton (2011 Chairman), NewtonAdair and Boren and Ms. Buchan.Perry. All members of the Compensation Committee are independent under the rules of the NYSE, Section 16 of the Securities Exchange Act of 1934 and Section 162(m) of the Internal Revenue Code.

The Compensation Committee determines the Company’s stated general compensation philosophy and strategy; reviews and determines the compensation of senior management of the Company and its subsidiaries at certain levels, including establishing goals and objectives for the Chief Executive Officer’s compensation, evaluating the CEO’s performance in light thereof, and recommending his total compensation to the independent directors serving on the Board for their approval; establishes the annual bonus pool; administers the Company’s Section 162(m) bonus plan, retirement and stockother employee benefit plans and equity incentive plan; andplans; makes recommendations to the Board with respect to non-CEO executive compensation, incentive compensation plans and equity-based plans.plans; reviews and recommends to the Board non-employee director compensation; reviews and discusses with Company management Compensation Discussion and Analysis and recommends to the Board that it be included in the annual proxy statement; and is responsible for the preparation of the Compensation Committee Report in the annual proxy statement. The Compensation Committee is authorized to employ its own independent compensation consultant and has chosen to retain Mercer Human Resources Consulting.retained Board Advisory, LLC as its independent compensation consultant. The Compensation Committee receives input and recommendations from the Chief Executive Officer

and other members of Company management on compensation matters more fully described in the Compensation Discussion and Analysis section of this Proxy Statement and delegates certain day to day administrative functions for implementation of its compensation decisions and programs to Company officers. The Compensation Committee held fourfive physical meetings four teleconferences and executed one unanimous written consent in 2009.2011.

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The Compensation Committee has a written charter, which is reviewed annually and updated if necessary. A copy of this charter is available on Torchmark’s website by going towww.torchmarkcorp.comand clicking on the Investor Relations page. The committee charter is located under the Corporate Governance heading. You may also obtain a printed copy of the committee charter at no charge by writing the Corporate Secretary at 3700 South Stonebridge Drive, McKinney, Texas 75070.

Compensation committee interlocks and insider participation—Torchmark has no compensation committee interlocks or insider participation as defined by Item 407(e)(4) of SEC Regulation S-K.

Governance and Nominating Committee—The Governance and Nominating Committee is currently comprised of Ms. Buchan (2011 Chairwoman), Mr. Boren and Mr. Lamar Smith. All members of the Governance and Nominating Committee are independent under the NYSE rules.

The Governance and Nominating Committee has the following duties and responsibilities: receiving and evaluating the names and qualifications of potential director candidates; identifying individuals qualified to become Board members consistent with criteria set by the Board of Directors and recommending to the Board director nominees; recommending the directors to be appointed to Board committees, the committee chairs and the Lead Director; developing and recommending to the Board a set of governance guidelines for the Company; monitoring and annually evaluating how effectively the Board and Company have implemented the corporate governance guidelines; overseeing the development and monitoring the implementation of succession planning, both long term and emergency, for the Board, the Chief Executive Officer and Company management: and overseeing evaluations of the performance of the Board and Chief Executive Officer as coordinated by the Lead Director and monitoring the Chief Executive Officer’s evaluations of senior Company management. The Governance and Nominating Committee held four physical meetings in 2011.

The Governance and Nominating Committee will receive, evaluate and consider the names and qualifications of any potential director candidates from all sources, including shareholders of the Company. Recommendations of potential director candidates and supporting material may be directed to the Governance and Nominating Committee in care of the Corporate Secretary at 3700 South Stonebridge Drive, McKinney, Texas 75070. Additionally, any Company stockholder entitled to vote at a stockholders meeting in which election of directors will be considered may use the director nomination procedures contained in Article III, Section 2 of the Company’s Bylaws, which are described on page.18 of this Proxy Statement underProcedures forDirector Nominations by Stockholders.

The Governance and Nominating Committee has a written charter, which is reviewed annually and updated if necessary. A copy of this charter is available on Torchmark’s website by going towww.torchmarkcorp.comand clicking on the Investor Relations page. The committee charter is located under the Corporate Governance heading. You may also obtain a printed copy of the committee charter at no charge by writing the office of the Corporate Secretary at the address set out above.

Risk Assessment of Compensation Policies and Practices

The Compensation Committee, with input from its independent compensation consultant, has reviewed an inventory of the Company’s compensation programs, plans and practices for all its employees as they relate to risk management and risk-taking initiatives to ascertain if they serve to incent risks which are “reasonably likely to have a material adverse effect” on the Company. As a result of this process, the Compensation Committee concluded and informed the Board of Directors that any risks arising from these programs, plans and practices are not reasonably likely to have a material adverse effect on the Company.

Compensation committee interlocks

In connection with its evaluation of risks which may rise to the level of impacting the Company’s financial statements and insider participation—Torchmarkfinancial reporting, the Audit Committee has also considered Company’s employee compensation programs, plans and practices as they may serve to incent risk-taking behavior impacting the Company’s financial statements and financial reporting. In the course of this examination, the Audit Committee has ascertained no compensation committee interlocks or insider participation as defined by Item 407(e)(4) of SEC Regulation S-K.

Governance and Nominating Committee—The Governance and Nominating Committee is currently comprised of Messrs. Adair, Boren (2009 Chairman), Ingram, Lanier, Newton, Perry and Zucconi and Ms. Buchan. All members of the Governance and Nominating Committee are independent under the NYSE rules as of the date of this Proxy Statement.

The Governance and Nominating Committee has the following duties and responsibilities: (1) receiving and evaluating the names and qualifications of potential director candidates; (2) identifying individuals qualified to become Board members consistent with criteria set by the Board of Directors and recommendingrisks which would rise to the Board director nominees; (3) recommendinglevel of materially adversely impacting the directors to be appointed to Board committeesCompany’s financial statements and the committee chairs; (4) developing and recommending to the Board a set of governance guidelines for the Company; (5) monitoring and annually evaluating how effectively the Board and Company have implemented the corporate governance guidelines; and (6) overseeing evaluations of the performance of the Board and Chief Executive Officer and monitoring the Chief Executive Officer’s evaluations of senior Company management. The Governance and Nominating Committee held four physical meetings and two teleconferences in 2009. This committee also executed one unanimous written consent in 2009.

The Governance and Nominating Committee will receive, evaluate and consider the names and qualifications of any potential director candidates from all sources, including shareholders of the Company. Recommendations of potential director candidates and supporting material may be directed to the Governance and Nominating Committee in care of the Corporate Secretary at 3700 South Stonebridge Drive, McKinney, Texas 75070.financial reporting.

The Governance and Nominating Committee has a written charter, which is reviewed annually and updated if necessary. A copy of this charter is available on Torchmark’s website by going towww.torchmarkcorp.comand clicking on the Investor Relations page. The committee charter is located under the Corporate Governance heading. You may also obtain a printed copy of the committee charter at no charge by writing the office of the Corporate Secretary at the address set out above.

Succession Planning

The Board takes an active role inis responsible for the succession planning process for both the Chief Executive Officer and directors. The Board reviews and regularly discusses with the current Chief Executive Officer potential candidates which the Chief Executive Officer has identified from among senior management as possible successors for his position. The Board and the Chief Executive Officer also have the authority to examine persons outside of the Company organization as a part of the process to ultimately select a successor to the Chief Executive Officer. The Board may determine to employ outside professionals including consultants or search

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firms to assist in the CEO succession planning process. Candidates to succeed the Chief Executive Officer upon his retirement as well as in the event of any emergency involving, or the incapacity of, the Chief Executive Officer are considered and after discussion at the Board level, a successor to the Chief Executive Officer is determined. A written emergency CEO succession plan has been developed, approved by the Board and is currently in place. A similar process is followed by the Chief Executive Officer, consulting with senior management, to identify successors to the Chief Executive Officer’s direct reports (Chief Financial Officer, Chief Administrative Officer, Chief Actuary, Chief Legal Officer and the heads of the principal insurance subsidiaries). These potential successors are discussed with the Board and the Board’s concurrence is obtained on the designated successors. During 2010, the Board and Company management examined the succession planning process at all levels of the Company and its subsidiaries. A more formalized structure for identifying immediate and long-term successors for key personnel at all levels was established in the form of a written company wide long term succession plan and has been implemented. Both the emergency CEO succession plan and the Company-wide long term succession plan are reviewed at least annually by the Governance and Nominating Committee and discussed by the full Board in executive session.

Succession planning for directors is a principal focus of the Governance and Nominating Committee as well as the full Board. Using the standards for director independence set forth by the New York Stock ExchangeNYSE and the additional categorical standards adopted by the Board, the director qualification standards in the Corporate Governance Guidelines, and the Board-adopted statements on Qualifications of Directors and Procedures for Identifying and Evaluating Director Candidates, all of which are set forth in this Proxy Statement, as the basis for beginning the director succession process, the Governance and Nominating Committee and Board conduct extensive discussions regarding the qualities and characteristics to be sought in a successor to a retiring director or in a nominee to fill a newly created directorship. They evaluate potential director candidates from all sources, including shareholders and other security holders of the Company, and may employ consultants or professional director search firms to assist them in the process. After compiling a list of such potential director candidates, lead by the Lead Director, members of the Board, including independent directors, the Chief Executive Officer and the Lead Director, meet with these candidates and make recommendations for successor directors to the Governance and Nominating Committee and the full Board for decision.

Director Qualification Standards

Torchmark’s Corporate Governance Guidelines discuss the following director qualification standards:

Additionally, on April 29, 2004, the Governance and Nominating Committee and the Board of Directors of Torchmark adopted a statement on Qualifications of Directors containing factors which should at a minimum be considered in the nomination or appointment of Board members.

More detail regarding these director qualification standards can be found in the Corporate Governance Guidelines by going to the Company’s website atwww.torchmarkcorp.comand clicking on the Investor Relations page. The Guidelines and the Director Qualification Standards are located under the Corporate Governance heading. Printed copies of the Guidelines as well as the Director Qualification Standards may be obtained at no charge by writing the Corporate Secretary at 3700 South Stonebridge Drive, McKinney, Texas 75070.

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Additionally, the Governance and Nominating Committee and the Board of Directors of Torchmark adopted the following statements on Qualifications of Directors and Procedures for Identifying and Evaluating Director Candidates on April 29, 2004:

Torchmark Corporation

Qualifications of Directors

In addition to any other factors described in Torchmark’s Corporate Governance Guidelines, the Governance and Nominating Committee and the Board of Directors should at a minimum consider the following factors in the nomination or appointment of members of the Board:

Under exceptional and limited circumstances, the Governance and Nominating Committee and Board may approve the candidacy of a director nominee who may not necessarily satisfy all of these criteria, if they believe the service of that nominee is in the best interests of the Company and its shareholders.

One of the Board adopted statements on Qualifications of Directors as set out abovein the Director Qualification Standards deals with diversity. The Company does not have representational directors; the director nomination and selection process involves consideration of the Board as a collective group. The Board as an entirety should reflect appropriate diversity, and such diversity encompasses a wide range of personal and professional experiences, backgrounds, skill sets, age, gender, race, national origin and other demographic characteristics. The Governance and Nominating Committee has the primary responsibility to see that this and all the other Qualifications of Directors are implemented. As a part of the annual self evaluation process, one of a number of factors that the Board and the Nominating and Governance Committee consider is whether the Board as a whole reflects appropriate diversity. In its process to evaluate potential director nominees, the Governance and Nominating Committee also examines broadly defined diversity in determining and recommending director candidates.

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