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, 20102011

To the Stockholders of

TORCHMARK CORPORATION (the Company):

Torchmark’s 20102011 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, 2010.28, 2011. 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. 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 2009.2010.

Notice of Annual Meeting of Stockholders

to be held April 29, 201028, 2011

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, 201028, 2011 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 three 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 of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company.

(3) Approve amendments to the Company’s Amended and Restated By-Laws and the Restated Certificate of Incorporation, as amended to date, to eliminate the supermajority voting provisions.Torchmark Corporation 2011 Incentive Plan.

(4) Approve an amendment toConsider a non-binding “say-on-pay” vote regarding the Company’s Restated Certificatecompensation of Incorporation to repealour named executive officers, as described in the “fair price” provisions.Compensation Discussion and Analysis, executive compensation tables and accompanying narrative in the Proxy Statement.

(5) Consider a non-binding “say-on-frequency” vote regarding the frequency with which stockholders shall vote on the Company’s executive compensation program (once every year, two years or three years)

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

The Board of Directors recommends that you vote FOR Proposals (1), (2), (3) and (4) above and that you vote for the option of an annual advisory vote on executive compensation in Proposal (5) above. These matters are more fully discussed in the accompanying proxy statement.

The close of business on Tuesday, March 2, 20102011 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, 20102011

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on April 29, 2010:28, 2011:

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

PROXY STATEMENTTABLE OF CONTENTS

PROXY STATEMENT

Solicitation of Proxies

The Board of Directors of Torchmark Corporation (the Company) solicits your proxy for use at the 20102011 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, 2010.28, 2011. 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, 4 and 4.the option of an annual advisory vote on executive compensation on Proposal 5. 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’s 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 issuedRecord Date, Voting Stock 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.Quorum

The record date fixed by the Board of Directors for the determination of stockholders entitled to notice of and to vote at the 2011 annual meeting is March 2, 2011 (the Record Date and Voting Stock

Each stockholder atDate). At the close of business on March 2, 2010 isthe Record Date, there wereshares 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              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 2011 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, assuming that a quorum is obtained.

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 2011 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 may not vote your shares with

respect 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.

If an uncontested incumbent director does not receive a majority of votes cast “for” his or her election, the director is required to submit a letter of resignation to the Board of Directors for consideration by the Governance and Nominating Committee of the Board. 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.

Proposal 3 – Approval of the Torchmark 2011 Incentive Plan: Under New York Stock Exchange (NYSE) rules, the affirmative vote of at least a majority of the votes cast on this proposal is required for the approval of this proposal, provided that the total number of votes cast on this proposal represents a majority of the votes entitled to be cast on this proposal.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. Votes “for” and “against” and abstentions count as votes cast, while broker non-votes do not count as votes cast. Thus, the total sum of votes “for,” plus votes “against,” plus abstentions in respect of this proposal (referred to as the NYSE Votes Cast) must be greater than 50% of the total of the Company’s outstanding shares of common stock. Once the NYSE Votes Cast requirement is satisfied, the number of votes cast “for” this proposal must represent a majority of the NYSE Votes Cast with respect to the proposal in order for it to be approved. Accordingly, broker non-votes can make it difficult to satisfy the NYSE Votes Cast requirement, and abstentions have the effect of a vote against the proposal.

Proposal4 – 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.

Proposal5– Advisory Vote onFrequency of Advisory Vote onExecutive Compensation: Our Board of Directors is seeking a non-binding advisory vote regarding whether stockholders prefer to vote on our executive compensation program once a year, once every two years or once every three years. Stockholders may vote “1 Year,” “2 Years” or “3 Years” or “Abstain.” There is no applicable voting standard for this proposal, and the vote is advisory and non-binding in nature; however, the Board of Directors intends to review the results of the voting on Proposal 5 in making its determination on the frequency of the stockholder advisory vote on executive compensation in the future.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.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, 2009,2010, 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 fill the newly created directorship, serving pursuant to the Board’s established policy until the 2010 Annual Meeting of Stockholders. Also, in February 2010, the Board reduced the number of directors to ten persons effective upon the retirement of Joseph L. Lanier, Jr., as discussed below.persons.

The Board of Directors proposes the election of Charles E. Adair, Lloyd W. NewtonMark S. McAndrew, Sam R. Perry and Darren M. RebelezLamar C. Smith 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 or2012 and until their successors are elected and qualified. Messrs. Adair, NewtonMcAndrew, Perry and Rebelez’sLamar Smith’s current terms expire at the 20102011 Annual Meeting of Stockholders. Joseph L. Lanier, Jr. reachedUpon their re-nomination as directors, each of Messrs. McAndrew, Perry and Lamar Smith tendered an irrevocable contingent resignation letter pursuant to 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 seven directors continues until the close of the annual meeting of stockholders in the year shown in the biographical information below orand until their successors are elected and qualified.

Non-officer 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 voteFORthe nominees.

Profiles of Directors and Nominees⁽¹⁾

Charles E. Adair (age 62)63) 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)69) 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). 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 billion.

M. Jane Buchan (age 46)47) 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.

Ms. Buchan’s 2324 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)62) 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)57) 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)68) 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)76) 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)45) 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)63) has been a director of the Company since October 1999. His term expires in 2011. Principal Occupation: AuthorAuthor/Speaker and Retired Financial Services Executive. (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)70) 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(21 funds) and Affirmative Insurance Holdings, Inc. Principal occupation: Business Consultant, Plano, Texas, since January 2001.2001, Director of Charter Bank, Albuquerque, New Mexico, a privately-held bank, 2010-present.

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 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, 20102011 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, 20092010 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 20102011 and has recommended that the stockholders ratify the appointment of Deloitte & Touche LLP for 2010.2011.

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

AmendmentApproval of Torchmark Corporation 2011 Incentive Plan

On February 24, 2011, the Board of Directors of the Company’s CertificateCompany adopted, subject to stockholder approval at the 2011 Annual Meeting, the Torchmark Corporation 2011 Incentive Plan, which we refer to as the “2011 Plan.”

We currently maintain the Torchmark Corporation 2007 Long-Term Compensation Plan, which we refer to as the “Prior Plan.” As of IncorporationFebruary 24, 2011, there were approximately 3,059,254 shares of our common stock subject to outstanding awards under the Prior Plan. As of such date, there were approximately 153,386 shares of our common stock reserved and Bylawsavailable for future awards under the Prior Plan. If our stockholders approve the 2011 Plan, all future equity awards will be made from the 2011 Plan, and we will not grant any additional awards under the Prior Plan.

A summary of the 2011 Plan is set forth below. This summary is qualified in its entirety by the full text of the 2011 Plan, which is attached to this proxy statement as Appendix A.

to Eliminate Supermajority Voting ProvisionsSummary of the 2011 Plan

General

Torchmark’s BoardPurpose. The purpose of Directors has approved, and recommends that Torchmark’s stockholders approve, an amendmentthe 2011 Plan is to promote the Company’s Amended and Restated By-Laws (as amended to date,success by linking the “By-Laws”), as well as an amendment to the Company’s Restated Certificate of Incorporation (as amended to date, the “Certificate”), in order to eliminate the supermajority voting provisions described below.

In determining whether these amendments are in the bestpersonal interests of the Company’s employees, officers, directors and consultants to those of its stockholders, and by providing participants with an incentive for outstanding performance. The 2011 Plan is also intended to enhance the GovernanceCompany’s ability to motivate, attract, and Nominating Committeeretain the services of employees, officers, directors and consultants upon whose judgment, interest, and special effort the successful conduct of the BoardCompany’s operation is largely dependent.

Administration. The 2011 Plan will be administered by the Compensation Committee. The Compensation Committee will have the authority to:

The full Board considered arguments for and againstmay at any time elect instead to administer the supermajority voting requirements that were adopted by2011 Plan. If it does so, it will have all the Board and approved by the Company’s stockholders in 1984. The Board considered that the provisions requiring a supermajority vote to amend certain provisionspowers of the By-Laws can be viewed as facilitating corporate governance stability by requiring broad stockholder consensus to effect changes. The Board also consideredCompensation Committee under the views of many investors and others who believe that these provisions are inconsistent with principles 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 governance and increase the Board’s accountability to stockholders. The elimination of the supermajority provisions would also allow the Board to implement certain changes in corporate governance.2011 Plan.

After weighing these considerations,Eligibility. The 2011 Plan permits the Governancegrant of incentive awards to employees, officers, directors, 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 interestsconsultants of the Company and its stockholders. Accordingly,affiliates as selected by the BoardCompensation Committee. As of Directors has adopted resolutions

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approving and declaringFebruary 24, 2011, the advisabilitynumber of these amendments and recommends that the stockholders approve these amendments by voting in favoreligible participants was approximately 240. The number of this Proposal. The current supermajority voting provisions and the proposed amendments are described in greater detail below.eligible participants may increase over time based upon our future growth.

Current Supermajority Voting ProvisionsAwards to Non-Employee Directors. Awards granted under the 2011 Plan to our non-employee directors will be made only in accordance with the terms, conditions and parameters of a plan, program or policy for the compensation of non-employee directors as in effect from time to time. The Compensation Committee may not make discretionary grants under the 2011 Plan to non-employee directors.

Permissible Awards. The current supermajority voting provisions2011 Plan authorizes the granting of awards in any of 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:

IfShares Available for Awards. Subject to adjustment as provided in the stockholders approve2011 Plan, the amendmentsaggregate number of shares of our common stock reserved and available for issuance pursuant to awards granted under the 2011 Plan is the sum of (i) 600,000 shares, which may only be issued pursuant to awards of options and SARs with a ten-year term and (ii) 4,700,000 shares, which may only be issued pursuant to awards of options and SARs with a seven-year term, or pursuant to full-value awards, plus a number of additional shares of common stock (not to exceed 353,000) underlying awards outstanding as of February 24, 2011, under the Prior Plan that thereafter terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason.

Share Counting.Awards of options and SARs shall count against the number of shares remaining available for issuance under the 2011 Plan on a one-for-one basis, and full-value awards count against the number of shares remaining available for issuance under the 2011 Plan as 3.1 shares for each share covered by such awards.

Limitations on Individual Awards. The maximum aggregate number of shares of common stock subject to stock-based awards that may be granted under the 2011 Plan in any 12-month period to any one participant is as follows:

The maximum aggregate amount that may be paid with respect to cash-based awards under the 2011 Plan to any one participant in any fiscal year of the Company shall be $4,000,000.

Performance Goals. All options and SARs granted under the 2011 Plan are designed to be exempt from the $1,000,000 deduction limit imposed by Code Section 162(m). The Compensation Committee may designate any other award granted under the 2011 Plan as a qualified performance-based award in order to make the award fully deductible without regard to the $1,000,000 deduction limit imposed by Code Section 162(m). If an award is so designated, the Compensation Committee must establish objectively determinable performance goals for the award based on one or more of the following business criteria, which may be expressed in terms of Company-wide objectives or in terms of objectives that relate to the performance of an affiliate or a division, region, department or function within the Company or an affiliate:

The Compensation Committee must establish such goals within 90 days after the beginning of the period for which such performance goal relates (or such later date as may be permitted under applicable tax regulations) and the By-Laws set forthCompensation Committee may for any reason reduce (but not increase) any award, notwithstanding the achievement of a specified goal. The Compensation Committee may provide, at the time the performance goals are established, that any evaluation of performance shall exclude or otherwise objectively adjust for any specified circumstance or event that occurs during a performance period, including but not limited to: (a) asset write-downs or impairment charges; (b) litigation or claim judgments or settlements; (c) the effect of changes in this Proposal No. 3,tax laws, accounting principles or other laws or provisions affecting reported results; (d) accruals for reorganization and restructuring programs; (e) extraordinary nonrecurring items as described in then-current accounting principles; (f) extraordinary nonrecurring items as described in management’s discussion and analysis of financial condition and results of operations appearing in the principal effectCompany’s annual report to stockholders for the applicable year; (g) acquisitions or divestitures; and (h) foreign exchange gains and losses.

Limitations on Transfer; Beneficiaries. A participant may not assign or transfer an award other than by will or the laws of descent and distribution; provided, however, that the Compensation Committee may permit other transfers (other than transfers for value) where it concludes that such transferability does not result in accelerated taxation, does not cause any option intended to be an incentive stock option to fail to qualify as such, and is otherwise appropriate and desirable, taking into account any factors deemed relevant, including without limitation, any state or federal tax or securities laws or regulations applicable to transferable awards. A participant may, in the manner determined by the Compensation Committee, designate a beneficiary to exercise the rights of the participant and to receive any distribution with respect to any award upon the participant’s death.

Treatment of Awards upon a Participant’s Termination of Service. Unless otherwise provided in an award certificate or any special plan document governing an award, upon the termination of a participant’s service due to death or disability:

Treatment of Awards upon a Change in Control. Unless otherwise provided in an award certificate or any special plan document governing an award:

(A) upon the occurrence of a change in control of the Company (as defined in the 2011 Plan) in which awards are not assumed by the surviving entity or otherwise equitably converted or substituted in connection with the change in control in a manner approved by the Committee or the Board:

(B) with respect to awards assumed by the surviving entity or otherwise equitably converted or substituted in connection with a change in control, if within two years after the effective date of the change in control, a participant’s employment is terminated without Cause or the participant resigns for Good Reason (as such terms are defined in the 2011 Plan), then:

In addition, subject to limitations applicable to certain qualified performance-based awards, the Compensation Committee may, in its discretion accelerate awards upon the termination of service of a participant or the occurrence of a change in control. The Compensation Committee may discriminate among participants or among awards in exercising such discretion.

Adjustments. In the event of a transaction between us and our stockholders that causes the per-share value of our common stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering or large nonrecurring cash dividend), the share authorization limits and annual award limits under the 2011 Plan will be that Articles IIadjusted proportionately, and IIIthe Compensation Committee shall make such adjustments to the 2011 Plan and awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction. In the By-Laws may be amended, altered or repealed upon approval either by a majority of the Board of Directors or by the holdersevent of a majoritystock split, a stock dividend, or a combination or consolidation of the outstanding shares of Torchmarkour common stock into a lesser number of shares, the authorization limits and annual award limits under the 2011 Plan will automatically be adjusted proportionately, and the shares then subject to each award will automatically be adjusted proportionately without any change in the aggregate purchase price.

Termination and Amendment. Our Board or the Compensation Committee may, at any time and from time to time, terminate or amend the 2011 Plan, but if an amendment would constitute a material amendment requiring stockholder approval under applicable listing requirements, laws, policies or regulations, then such amendment will be subject to stockholder approval. In addition, our Board or the Compensation Committee may condition any amendment on the approval our stockholders for any other reason. No termination or amendment of the 2011 Plan may, without the written consent of the participant, reduce or diminish the value of an outstanding award.

The Compensation Committee may amend or terminate outstanding awards. However, such amendments may require the consent of the participant and, unless approved by our stockholders, the exercise price of an outstanding option may not be reduced, directly or indirectly, and the original term of an option may not be extended.

Prohibition on Repricing. As indicated above under “Termination and Amendment,” outstanding stock options cannot be repriced, directly or indirectly, without stockholder approval. The exchange of an “underwater” option (i.e., an option having an exercise price in excess of the current market value of the underlying stock) for another award would be considered an indirect repricing and would, therefore, require stockholder approval.

Certain U.S. Federal Income Tax Effects

The U.S. federal income tax discussion set forth below is intended for general information only and does not purport to be a complete analysis of all of the potential tax effects of the 2011 Plan. It is based upon laws, regulations, rulings and decisions now in effect, all of which are subject to change. State and local income tax consequences are not discussed, and may vary from locality to locality.

Nonstatutory Stock Options. There will be no federal income tax consequences to the optionee or to the Company upon the grant of a nonstatutory stock option under the 2011 Plan. When the optionee exercises a nonstatutory option, however, he or she will recognize ordinary income in an amount equal to the excess of the fair market value of the stock received upon exercise of the option at the time of exercise over the exercise price, and the Company will be allowed a corresponding federal income tax deduction. Any gain that the optionee realizes when he or she later sells or disposes of the option shares will be short-term or long-term capital gain, depending on how long the shares were held.

Incentive Stock Options. There will be no federal income tax consequences to the optionee or to the Company upon the grant or exercise of an incentive stock option. If the optionee holds the option shares for the required holding period of at least two years after the date the option was granted and one year after exercise, the difference between the exercise price and the amount realized upon sale or disposition of the option shares will be long-term capital gain or loss, and the Company will not be entitled to vote at a stockholder meeting, as currently provided for in Article VIIfederal income tax deduction. If the optionee disposes of the By-Lawsoption shares in a sale, exchange, or other disqualifying disposition before the required holding period ends, he or she will recognize taxable ordinary income in an amount equal to the excess of the fair market value of the option shares at the time of exercise over the exercise price, and the Company will be allowed a federal income tax deduction equal to such amount. While the exercise of an incentive stock option does not result in current taxable income, the excess of the fair market value of the option shares at the time of exercise over the exercise price will be an item of adjustment for purposes of determining the optionee’s alternative minimum taxable income.

SARs. A participant receiving a SAR under the 2011 Plan will not recognize income, and the Company will not be allowed a tax deduction, at the time the award is granted. When the participant exercises the SAR, the amount of cash and the fair market value of any shares of stock received will be ordinary income to the participant and the Company will be allowed a corresponding federal income tax deduction at that time.

Restricted Stock. Unless a participant makes an election to accelerate recognition of the income to the date of grant as described below, a participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a restricted stock award is granted, provided that the award is nontransferable and is subject to a substantial risk of forfeiture. When the restrictions lapse, the participant will recognize ordinary income equal to the fair market value of the stock as of that date (less any amount he or she paid for the stock), and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m). If the participant files an election under Code Section 83(b) within 30 days after the date of grant of the restricted stock, he or she will recognize ordinary income as of the date of grant equal to the fair market value of the stock as of that date (less any amount paid for the stock), and

the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m). Any future appreciation in the stock will be taxable to the participant at capital gains rates. However, if the stock is later forfeited, the participant will not be able to recover the tax previously paid pursuant to the Code Section 83(b) election.

Restricted or Deferred Stock Units. A participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a stock unit award is granted. Upon receipt of shares of stock (or the equivalent value in cash or other property) in settlement of a stock unit award, a participant will recognize ordinary income equal to the fair market value of the stock or other property as of that date (less any amount he or she paid for the stock or property), and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m).

Cash-Based Performance Awards. A participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a cash-based performance award is granted (for example, when the performance goals are established). Upon receipt of cash in settlement of the award, a participant will recognize ordinary income equal to the cash received, and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m).

Tax Withholding. The Company has the right to deduct or withhold, or require a participant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including employment taxes) required by law to be withheld with respect to amendments to allany exercise, lapse of restriction or other provisionstaxable event arising as a result of the By-Laws. The amendment2011 Plan.

Benefits to Article SIXTHNamed Executive Officers and Others

As of February 24, 2011, no awards had been granted under the 2011 Plan. Awards will be made at the discretion of the CertificateCompensation Committee or pursuant to delegated authority. Therefore, it is not presently possible to determine the benefits or amounts that will enablebe received by such persons or groups pursuant to the Board to adopt further amendments to Articles II and III of the By-Laws to implement additional changes2011 Plan in the Company’s corporate governance structure, as discussed below.future or that would have been received by such persons or groups pursuant to the 2011 Plan during 2010 had the plan been in effect in 2010.

Securities Authorized for Issuance Under Equity Compensation Plans

The full textfollowing table provides information as of December 31, 2010 regarding compensation plans under which 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 aboveCompany’s equity securities are qualified in their entirety by reference to the actual text as set forth in Appendix A.authorized for issuance.

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.

Plan Category		Number of Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights				Weighted-Average Exercise Price of Outstanding Price of Outstanding Rights				Number of Shares Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
		(a)				(b)				(c)
Equity compensation plans approved by stockholders			10,123,819			$	51.14				170,176	(1)
Equity compensation plans not approved by stockholders(2)			—				—				—
Total			10,123,819			$	51.14				170,176

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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 2011 Annual Meeting of Stockholders. As a result, 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 end of the terms for which they have been elected and thereafter would stand for election for one-year terms. Commencing at 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 cause 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.

Recommendation of the Board

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

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PROPOSAL NUMBER 4Torchmark Corporation 2011 Incentive Plan.

Amendment of the Company’s Certificate of Incorporation

to Repeal the Fair Price ProvisionPROPOSAL NUMBER 4

GeneralAdvisory Vote on Executive Compensation

The 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.

The compensation of our executive officers is based on a philosophy that emphasizes and rewards the attainment of performance measures that, the Compensation Committee of the Board believes, promote the creation of Directors has approved,long-term stockholder value and recommendstherefore 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 terms of long-term equity incentive awards are all designed to enable the Company to attract, motivate, reward and retain key executives while, at the same time, creating a close relationship between performance and compensation. The Compensation Committee believes that Torchmark’s stockholders approve, an amendmentthe design of the compensation program and the compensation of named executive officers under the program fulfill this objective. Stockholders are urged to read the section of this proxy statement entitled “Executive Compensation”, including the Compensation Discussion and Analysis, for a detailed discussion of how our compensation policies and practices implement our compensation philosophy.

We are asking for stockholder approval of the compensation of our named executive officers, as disclosed on pages 26 to 49 of this Proxy Statement in accordance with SEC rules, which includes the disclosures under “Executive Compensation—Compensation Discussion and Analysis,” 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 Restated Certificateoverall compensation of Incorporation (as amended to date,our named executive officers and the “Certificate”)policies and practices described in order to eliminate the “fair price” provision in the Certificate by deleting Article TENTH of the Certificate.this Proxy Statement.

A fair price provisionThis vote 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 companyadvisory 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 hadtherefore 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 tobinding on Torchmark, the Board of Directors an amendmentor the Compensation Committee of the Board. The Board and the Compensation Committee value the opinions of Torchmark stockholders and to the Certificate to eliminateextent there is any significant vote against the fair price provision,named executive officer compensation as disclosed in this Proxy Statement, we will consider those stockholders’ concerns, 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 amendmentCompensation Committee will evaluate whether any actions are described in greater detail below.necessary to address those concerns.

Fair Price Provision

Article TENTH of the Certificate, whichAccordingly, Torchmark is sometimes referredasking stockholders 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 toon 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 is 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.

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 voteresolution 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.Meeting:

Effectiveness

If approved by“RESOLVED, that the Company’s stockholders hereby approve, on an advisory basis, the amendmentcompensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2011 Annual Meeting of Stockholders pursuant to the Certificate described in this Proposal No. 4 will become effective uponexecutive compensation disclosure rules of the filing withSecurities and Exchange Commission, which disclosure includes the Delaware Secretary of State of a Second Certificate of Amendment toCompensation Discussion and Analysis, the Company’s Restated Certificate of Incorporation (in a form assuming the amendments to the Certificate described in both Proposal No. 3compensation tables 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.related compensation disclosures.”

Recommendation of the Board

The Board of Directors recommends that stockholders vote “FOR” advisory approval of the resolution set forth above.

PROPOSAL NUMBER 5

Advisory “Say-on-Frequency” Vote on Executive Compensation

The Dodd-Frank Act also provides that stockholders must be given the opportunity at least once every six years, commencing in 2011, to vote, on a non-binding, advisory basis, for their preference on how frequently we should seek future advisory votes on the compensation of our named executive officers as disclosed in the Proxy Statement in accordance with the compensation disclosure rules of the SEC (a “Say-on-Pay” vote). By voting with respect to this Proposal Number 5, as a stockholder, you may indicate whether you would prefer that we conduct future advisory “Say-on-Pay” votes on executive compensation once every one, two, or three years. As a stockholder you also may, if you wish, abstain from casting a vote on this proposal.

After consideration of the frequency alternatives, our Board of Directors has determined that an annual advisory “Say-on-Pay” vote on executive compensation will allow our stockholders to provide timely, direct input on the Company’s executive compensation philosophy, policies and practices as disclosed in the Proxy Statement each year. The Board believes that an annual vote is consistent with the Company’s efforts to engage in an ongoing dialogue with stockholders on executive compensation and corporate governance matters.

The Company recognizes that our stockholders may have differing views as to the best approach for the Company, and so we look forward to hearing from all our stockholders regarding your preferences on the frequency of an advisory vote on executive compensation.

This vote is advisory and not binding on the Company or our Board of Directors in any way. The Board of Directors and the Compensation Committee of the Company will take into account the outcome of this vote, however, when considering the frequency of future advisory “Say-on-Pay” votes on executive compensation. The Board may decide that it is in the best interests of our stockholders and the Company to hold an advisory “Say-on-Pay” vote on executive compensation more or less frequently than the frequency receiving the most votes cast by our stockholders.

The proxy card provides stockholders with the opportunity to choose among four options (holding the vote every year, every two years or every three years, or abstaining). Therefore, stockholders will not be voting to approve or disapprove the recommendation of the Board of Directors.

Recommendation of the Board

The Board Of Directors recommends that you vote “FOR” the proposal to amend Torchmark’s Certificateoption of Incorporation to repeal Article TENTH (the “fair price” provision) in its entirety.once every year as the preferred frequency for advisory “say-on-pay” votes on executive compensation.

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, 20092010 for the directors whose terms 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, 2010.2011.

(2)

Messrs. Coleman, Almond and Pressley own 4,000, 11,40014,700 and 2,816 Torchmark Capital Trust III Trust Originated Preferred Securities, respectively, directly. Mr. Almond also owns 650 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 44,15530,430 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 certainthe 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, 200925, 2010 and February 25, 2010.24, 2011. Accordingly, as of the February 26, 200925, 2010 and February 25, 201024, 2011 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 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, 200925, 2010 and February 25, 2010,24, 2011, Mark S. McAndrew (as a Company employee) andwas not considered “independent”. Lamar C. Smith (becausewas not considered “independent” on February 25, 2010 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 had served as an executive officer and/or employee until his September 30, 2007 retirement) were not considered “independent”.retirement. The three-year look-back period expired on September 30, 2010. On October 8, 2010, the Board reviewed Mr. Smith’s status and formally determined that he met the categorical standards for independence and they further re-affirmed his independence as of February 24, 2011.

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 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 director and to elect a director to serve as the 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.

Board’s Role in Risk Oversight

While the Audit Committee regularly monitors the Company’s major financial risk exposures and the Compensation Committee examines 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, the Board has determined that 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. Instead the full Board oversees risk by regularly monitoring, receiving and reviewing written and oral reports from and interacting with an Enterprise Risk Management Committee (ERM Committee), chaired by the Company’s Chief Executive Officer and comprised of the Company’s senior executive officers and the Presidents/Chief Executive Officers of the principal insurance subsidiaries, which meets on a regularly scheduled basis. MembersThe 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, if they desire to do so. Directors may submit matters and issues at any time to be considered and reported on by the ERM Committee.

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-management directors. Beginning in 2004, at least one executive session per year is conducted with only independent directors present.

The director who presided over the executive sessions during 20092010 was the Chair of the Governance and Nominating Committee.Lead Director. If that director was not present, another independent director was 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, name 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(2010 Chairman), Adair, Ingram and Perry.Rebelez. As of the date of this Proxy Statement, all members of the Audit Committee are independent under the definition contained in the NYSE rules and fully comply with SEC rules and regulations. Messrs. Adair and Perry also served on the Audit Committee during that portion of 2010 prior to its restructuring in April 2010. Mr. Zucconi serves on a total of four audit committees (three 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, reviews related party disclosures to assure that they are adequately disclosed in the Company’s financial statements and 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. Additionally, the Audit Committee meets with the Company’s independent auditors and internal auditors both with and without management present. The Audit Committee met eleventen times in 20092010 (four physically-held meetings and sevensix 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 (2010 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. Joseph L. Lanier, Jr. served as Compensation Committee Chairman prior to his April 2010 retirement from the Board. Mr. Boren and Ms. Buchan also served on the Compensation Committee during that portion of 2010 prior to its April 2010 restructuring.

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 and stock incentive plan; and makes recommendations to the Board with respect to non-CEO executive compensation, incentive compensation plans and equity-based plans. The Compensation Committee is authorized to employ its own independent compensation consultant and has chosen to retainretained Mercer Human Resources Consulting.Consulting as its consultant until April, 2010. Thereafter, in June, 2010 the Compensation Committee employed 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, fourtwo teleconferences and executed one unanimous written consent in 2009.2010.

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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.

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 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 Messrs. Adair,Ms. Buchan (2010 Chairwoman), Mr Boren (2009 Chairman), Ingram, Lanier, Newton, Perry and Zucconi and Ms. Buchan.Mr. Lamar Smith. All members of the Governance and Nominating Committee are independent under the NYSE rules as of the date of this Proxy Statement. Mr. Lamar Smith was determined by the Board to be an independent director under the NYSE rules on October 8, 2010 and was elected as a member of the Governance and Nominating Committee on that date. Prior to its February 2010 restructuring, the committee had been comprised of Messrs. Boren (Chairman until April 2010), Adair, Ingram, Lanier, Newton, Perry and Zucconi and Ms. Buchan. After the February 2010 restructuring, the Governance and Nominating Committee was comprised of Ms. Buchan and Messrs. Adair and Boren. Mr. Adair resigned from the Governance and Nominating Committee, with no disputes, upon Mr. Lamar Smith’s election to the committee.

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 recommending to the Board director nominees; (3) recommending the directors to be appointed to Board committees 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 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 and two teleconferences in 2009.2010. This committee also executed one unanimous written consent in 2009.2010.

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 75070.75070, or 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 p.24 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.

In connection with its evaluation of risks which may rise to the level of impacting the Company’s financial statements and financial 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 risks which would rise to the level of adversely impacting the Company’s financial statements and financial reporting.

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 was 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 and is being implemented.

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 Exchange 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 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, 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, 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 on April 29, 2004.

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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