Globe Life (GL) 8-K Departure of Directors or Certain Officers

EXHIBIT 99.1

April 8, 2013

To the Stockholders of Torchmark Corporation (the Company):

We recently sent you proxy materials for the annual meeting of the stockholders of Torchmark Corporation, scheduled to be held on April 25, 2013. The original proxy materials delivered to you contained disclosure indicating that in 2012 the Company’s Executive Chairman of the Board, Mark S. McAndrew, was granted stock options to purchase 160,000 shares of the Company’s common stock. The Company has subsequently determined that stock options with respect to 70,000 shares of common stock approved in 2012 were not validly granted pursuant to the Company’s 2011 Incentive Plan because they exceeded the limit on the number of stock options that may be granted to any individual participant within any 12 month period. Accordingly, the attempted grant of these excess stock options was ineffective, and they were never granted under the 2011 Incentive Plan. The Company is in the process of testing and evaluating the implementation of new processes and procedures to provide reasonable assurance that such a mistake will not occur in the future.

The following disclosures amend the previous disclosures with respect to Mr. McAndrew’s 2012 compensation contained in the original proxy materials that were previously sent to stockholders for the 2013 annual meeting. Amendments to disclosures are indicated in bold face.

Summary Compensation Table

The table below summarizes various categories of compensation earned in 2012 by the persons who served as the Company’s Chief Executive Officer at any time during 2012, its Chief Financial Officer at any time during 2012 and the three next most highly compensated executive officers of the Company. The seven named executive officers had 2012 salaries and bonuses (as reflected in the Bonus column or the Non-Equity Incentive Plan Compensation column below) in the aggregate which were 32.5% of their total compensation in 2012.

None of the executive officers listed in the table has a written or unwritten employment agreement or arrangement with the Company or any of its subsidiaries.

Name and Principal Position	Year		Salary ($) (1)		Bonus ($)		Stock Awards ($) (2)(3)		Option Awards ($) (4)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonquali- fied Deferred Compensation Earnings ($) (5)		All Other Compensation ($) (6)			Total ($)
Mark S. McAndrew,		2012		1,084,615		0		1,461,600		1,502,100		2,300,000		1,167,632		45,528	(6)(7)		7,561,475
Executive Chairman of the		2011		993,846		0		1,198,440		2,764,800		2,104,000		866,026		141,073	(6)		8,068,185
Board since June 2012; Chairman and Chief Executive Officer until June 2012		2010		955,080		0		833,580		1,864,800		1,900,000		679,005		41,656	(6)		6,274,121
Gary L. Coleman,		2012		703,846		0		1,227,250		1,006,200		1,100,000		2,136,579		61,742	(6)		6,235,617
Co-Chief Executive Officer		2011		595,769		0		1,864,240		1,152,000		674,000		1,141,242		39,378	(6)		5,466,629
since June 2012; Executive Vice President & Chief Financial Officer until June 2012		2010		542,207		0		370,480		777,000		550,000		524,681		13,294			2,777,662
Larry M. Hutchison,		2012		703,846		0		1,227,250		1,006,200		1,100,000		1,738,220		16,543			5,792,059
Co-Chief Executive Officer		2011		594,231		0		1,864,240		1,152,000		674,000		1,075,842		14,739			5,375,052
since June 2012; Executive Vice President & General Counsel until June 2012		2010		522,309		0		370,480		777,000		550,000		610,044		13,144			2,842,977
Frank M. Svoboda		2012		376,154		180,000		68,235		510,840		0		265,106		21,382	(6)		1,421,717
Executive Vice President &		2011		344,000		100,000		0		576,000		0		162,153		24,142	(6)		1,206,295
Chief Financial Officer since June 2012		2010		328,598		90,000		0		388,500		0		107,500		21,327	(6)		935,925

Name and Principal Position	Year		Salary ($) (1)		Bonus ($)		Stock Awards ($) (2)(3)		Option Awards ($) (4)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonquali- fied Deferred Compensation Earnings ($) (5)		All Other Compensation ($) (6)			Total ($)
Vern D. Herbel		2012		488,077		0		416,610		774,000		525,000		1,129,984		21,048	(6)		3,354,719
Executive Vice President & Chief		2011		463,846		0		399,480		1,036,800		522,000		742,147		38,058	(6)		3,202,331
Administrative Officer		2010		447,694		0		277,860		669,300		430,000		441,008		20,036	(6)		2,285,898
Roger C. Smith		2012		471,923		0		651,260		928,800		500,000		766,959		16,335			3,335,277
Chief Executive Officer, American		2011		433,846		0		466,060		1,152,000		400,000		479,212		4,028			2,935,146
Income and President & Chief Executive Officer, Liberty(8)		2010		417,848		300,000		347,325		777,000		0		261,344		24,217	(6)		2,127,734
Charles F. Hudson President &		2012		438,077		265,000		301,085		743,000		0		844,622		12,352			2,604,136
Chief Executive Officer of Globe		2011		413,846		250,000		266,320		921,600		0		600,474		12,182			2,464,422
		2010		395,824		225,000		185,240		543,900		0		414,338		9,745			1,774,047

(1) For 2010, the following listed executives repaid 2009 salary overpayments in 2010: McAndrew ($4,920); Coleman ($2,793); Hutchison ($2,691); Svoboda ($1,640); Herbel ($2,306); R. Smith ($2,153) and Hudson ($1,973).

(2) Amounts shown in this column for Messrs. Svoboda, R. Smith and Hudson for 2012 and all amounts shown for each named executive officer for 2011 and 2010 are time-vested restricted stock. The fair values of restricted stock awards are calculated in accordance with ASC 718,Compensation – Stock Compensation (ASC 718), using the NYSE market closing price on the grant date of the stock.

(3) Amounts shown in this column for Messrs. McAndrew, Coleman and Hutchison for 2012 are performance share awards valued based upon the probable outcome of the performance conditions as of the grant date, which were the target levels on their February 21, 2012 (Coleman and Hutchison) or February 22, 2012 (McAndrew) grant dates. The fair values of performance shares are calculated in accordance with ASC 718, using the NYSE market closing price on the grant date of the performance share award. The fair values of such performance shares at maximum levels on the grant dates are McAndrew ($2,923,200), Coleman ($2,454,500) and Hutchison ($2,454,500).

(4) Assumptions used in calculating the aggregate grant date fair value in accordance with ASC 718 are set out in Footnote 1 to the Company’s audited financial statements contained in the Form 10-K for the fiscal year ended December 31, 2012.

(5) Change in Pension Value and Non-Qualified Deferred Compensation Earnings:

Executive	Year		Increase in Present Value Pension Plan ($)		Decrease in Present Value Pension Plan ($)			Increase in Present Value  New SERP ($)
McAndrew		2012		226,911					940,721
		2011		166,702					699,324
		2010		135,504					543,501
Coleman		2012		296,897					1,839,682
		2011		220,192					921,050
		2010		178,608					346,073
Hutchison		2012		273,565					1,464,655
		2011		199,673					876,169
		2010		159,394					450,650
Svoboda		2012		134,815					130,291
		2011		87,905					74,248
		2010		62,422					45,168
Herbel		2012		248,295					881,689
		2011		172,361					569,786
		2010		131,709					309,299
R. Smith		2012		161,292					605,667
		2011		117,063					362,149
		2010				0	(a)		261,344
Hudson		2012		265,806					578,816
		2011		187,055					413,419
		2010		144,812					269,526

^(a)  Result of execution of qualifying domestic relations order for former spouse.

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(6) Includes the categories and quantified amounts (if required) of perquisites and personal benefits required to be reported by SEC Regulation S-K, Item 402 (c)(2)(ix) for executives in the years shown in the following table:

	Perquisites
Executive	Fitness Center  Dues		Country Club Dues		Personal Use Company Aircraft(a)	Personal Use Company- Purchased Tickets		Personal Use Company Pool Vehicle		Holiday Gift		Subsidiary’s Sales Convention Expenses
McAndrew		2012			2012		2012		2012		2012
		2011			2011 ($93,304)		2011		2011
		2010			2010		2010
Coleman					2012 ($42,575)		2012				2012
					2011		2011				2011
Svoboda		2012		2012			2012		2012		2012
		2011		2011			2011		2011
				2010			2010
Herbel				2012			2012				2012
				2011	2011		2011				2011		2011
				2010			2010				2010
R. Smith		2010			2010		2010				2010
Messrs. Hutchison and Hudson had no reportable perquisites or personal benefits in 2012, 2011 or 2010. Mr. R. Smith had no reportable perquisites and personal benefits in 2012 or 2011. Mr. Coleman had no reportable perquisites and personal benefits in 2010.

^(a)  The value of personal use of Company aircraft is calculated based on the actual variable costs incurred by the Company in providing such flights, net of federal and state tax benefits and the lost tax benefits to the Company attributable to such flights. The variable costs associated with such flights include fuel, maintenance of the planes, “dead head” flights, pilot travel expenses, on-board catering, landing and parking fees and other variable costs. Fixed costs, such as pilots’ salaries, are not included since they do not change with usage. Costs incurred by the Company in providing personal flights to executives are deductible for federal income tax purposes only to the extent that income is imputed to the executive for income tax purposes for the flights. Accordingly, a tax deduction for the costs associated with personal flights is not allowed to the extent that such costs exceed the imputed income to the executive.

(7) Includes $12,336 premium for additional group term life insurance for executive.

(8) As a result of a 2010 divorce decree and accompanying qualified domestic relations orders, Mr. Smith will forfeit exercisable and unexercisable stock options with aggregate grant date fair values totaling $1,453,300 and unvested restricted stock with aggregate grant date fair values totaling $106,684 to his former spouse.

2012 Grants of Plan-based Awards

					Estimated Future Payouts Under Non-Equity Incentive Plan  Awards (1)						Estimated Future Payouts Under Equity Incentive Plan Awards(2)						All Other Stock Awards: Number of Shares of Stock or Units (#)			All Other Option Awards: Number of Securities Underlying Options (#)(4)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards($)(5)
Name	Award Type	Grant Date			Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)
Mark S. McAndrew	Options		2/22/12																		90,000		48.72		1,502,100
	Performance Shares		2/22/12									15,000		30,000		60,000									1,461,600
	Annual Cash					825,000		1,650,000		3,374,00
Gary L. Coleman	Options		1/23/12																		65,000		45.49		1,006,200
	Performance Shares		2/21/12									12,500		25,000		50,000									1,227,250
	Annual Cash					414,500		829,000		1,151,000
Larry M. Hutchison	Options		1/23/12																		65,000		45.49		1,006,200
	Performance Shares		2/21/12									12,500		25,000		50,000									1,227,250
	Annual Cash					414,500		829,000		1,151,000
Frank M. Svoboda	Options		1/23/12																		33,000		45.49		510,840
	Restricted Stock		1/23/12	��														1,500	(3)						68,235

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				Estimated Future Payouts Under Non-Equity Incentive Plan  Awards (1)						Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All Other Stock Awards: Number of Shares of Stock or Units (#)			All Other Option Awards: Number of Securities Underlying Options (#)(4)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards($)(5)
Name	Award Type	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)	Target (#)	Maximum (#)
Vern D. Herbel	Options		1/23/12														50,000		45.49		774,000
	Restricted Stock		1/23/12											7,000	(3)						318,430
	Restricted Stock		2/21/12											2,000	(3)						98,180
	Annual Cash				190,000		380,000		528,000
Roger C. Smith	Options		1/23/12														60,000		45.49		928,800
	Restricted Stock		1/23/12											10,000	(3)						454,900
	Restricted Stock		2/21/12											4,000	(3)						196,360
	Annual Cash				196,000		392,000		544,000
Charles F. Hudson	Options		1/23/12														48,000		45.49		743,040
	Restricted Stock		1/23/12											5,000	(3)						227,450
	Restricted Stock		2/21/12											1,500	(3)						73,635

(1) Estimated future payouts under non-equity incentive plan awards are calculated pursuant to the Company’s Section 162(m) Plan. This plan provides a single estimated bonus payout at the maximum level available to the participating executive if objectives are met, subject to the Compensation Committee’s discretion to reduce the amount pursuant to an incentive plan framework and subjective criteria as described on pages      and     . On January 24, 2013, the Compensation Committee certified attainment of the bonus objectives for Messrs. Herbel and Smith who were paid the bonuses shown in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table shortly thereafter. On February 27, 2013, the independent members of the Board approved the payment of the bonus as shown in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table to Messrs. McAndrew, Coleman and Hutchison based upon receipt of the Compensation Committee’s January 24, 2013 certification of attainment of their bonus objectives.

(2) Performance shares awarded February 21, 2012 and February 22, 2012 pursuant to the Company’s 2011 Plan and to be issued following completion of the three year performance period commencing January 1, 2012 and ending December 31, 2014 upon attainment of specified targets for cumulative earnings per share, underwriting income and average return on equity for the performance period.

(3) Restricted shares awarded January 23, 2012 and February 21, 2012 pursuant to the Company’s 2011 Plan vest 20% per year over a five-year period commencing on the first anniversary of the award date, based upon continued employment. If the executive dies or retires at or after age 65 (a normal retirement), any remaining unvested restricted stock vests in full as of the date of death or retirement. If the executive retires at or after age 60, any remaining unvested restricted stock vests pursuant to the schedule set forth below as of the date of retirement and the balance of the shares are forfeited.

Age on Retirement Date	Percentage of Unvested Restricted Stock which Vests
60		10	%
61		20	%
62		40	%
63		60	%
64		80	%
65		100	%

Dividends are paid on both vested and unvested shares at the same rate as that received by all Company common stockholders.

(4) Non-qualified stock options granted January 23, 2012 and February 22, 2012 have a seven-year term and a grant price equal to the NYSE market closing price of Company common stock on the date awarded by the Compensation Committee. Such options vest as to 50% of the shares on the second anniversary of the grant date and as to the remaining 50% of the shares on the third anniversary of the grant date.

(5) The values included in this column represent the grant date fair value of restricted stock and option awards computed in accordance with ASC 718. For restricted stock, this involves the use of NYSE market closing price on the grant date of the stock. The assumptions utilized for options are set out in Footnote 1 to the Company’s audited financial statements contained in the Form 10-K for the fiscal year ended December 31, 2012.

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Outstanding Equity Awards at Fiscal Year-End 2012

	Option Awards											Stock Awards
Name	Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)		Option Expiration Date	Grant Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Mark S. McAndrew1		2/22/12				90,000	2			48.7200	2/22/19
		4/28/11				180,000	2			44.3867	4/28/18
		2/25/10		90,000		90,000	2			30.8734	2/25/17
		2/26/09		12,505						15.6667	2/26/16
		2/26/08		179,999						41.7867	2/26/15
		4/26/07		156,000						45.4534	4/26/14
		12/13/04		90,000						37.4934	12/15/14
		12/11/03		71,250						29.9267	12/13/13
													2/22/12								60,000	8		1,550,100	5
													4/28/11		21,600	4		1,116,072	5
													2/25/10		16,200	4		837,054	5
													2/26/09		10,800	4		558,036	5
													2/26/08		4,500	4		232,515	5
Gary L. Coleman		1/23/12				65,000	2			45.4900	1/23/19
		4/28/11				75,000	2			44.3867	4/28/18
		2/25/10		37,500		37,500	2			30.8734	2/25/17
		2/26/08		75,000						41.7867	2/26/15
		1/19/07		37,500						43.0600	1/19/14
		12/13/04		82,500						37.4934	12/15/14
													2/21/12								50,000	8		1,291,750	5
													4/28/11		39,600	3		2,046,132	5
													2/25/10		7,200	4		372,024	5
													2/26/09		4,800	4		248,016	5
													2/26/08		1,800	4		93,006	5
Larry M. Hutchison		1/23/12				65,000	2			45.4900	1/23/19
		4/28/11				75,000	2			44.3867	4/28/18
		2/25/10		37,500		37,500	2			30.8734	2/25/17
		2/26/08		75,000						41.7867	2/26/15
		1/19/07		37,500						43.0600	1/19/14
		12/13/04		82,500						37.4934	12/15/14
													2/21/12 4/28/11		39,600	3		2,046,132	5		50,000	8		1,291,750	5
													2/25/10		7,200	4		372,024	5
													2/26/09		4,800	4		248,016	5
													2/26/08		1,800	4		93,006	5

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	Option Awards												Stock Awards
Name	Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)		Option Expiration Date		Grant Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Frank M. Svoboda		1/23/12				33,000	2			45.4900		1/23/19
		4/28/11				37,500	2			46.3867		4/28/18
		2/25/10		18,750		18,750	2			30.8734		2/25/17
		2/26/09		37,500						15.6667		2/26/16
		2/26/08		27,000						41.7867		2/26/15
		1/19/07		12,750						43.0600		1/19/14
		12/13/04		9,000						37.4934		12/15/14
														1/23/12		1,500	4		77,505
Vern D. Herbel		1/23/12				50,000	2			45.4900		1/23/19
		4/28/11				67,500	2			44.3867		4/28/18
		2/25/10		33,750		33,750	2			30.8734		2/25/17
		2/26/09		67,500						15.6667		2/26/16
		2/26/08		66,000						41.7867		2/26/15
		1/19/07		30,000						43.0600		1/19/14
		12/13/04		45,000						37.4934		12/10/14
														2/12/12		2,000	4		103,340	5
														1/23/12		7,000	4		361,690	5
														4/28/11		7,200	4		372,024	5
														2/25/10		5,400	4		279,018	5
														2/26/09		3,600	4		186,012	5
														2/26/08		1,500	4		77,505	5
Roger C. Smith6		1/23/12				60,000	2			45.4900		1/23/19
		4/28/11				75,000	2			44.3867		4/28/18
		2/25/10		35,189		35,960	7			30.8734		2/25/17
		2/26/09		44,452						15.6667		2/26/16
		2/26/08		27,865						41.7867		2/26/15
		1/19/07		11,250						43.0600		1/19/14
		12/12/06		11,250						42.4667		12/12/13
		12/13/04		30,000						37.4934		12/15/14
														2/21/12		4,000	4		206,680
														1/23/12		10,000	4		516,700
														4/28/11		8,400	4		434,028	5
														2/25/10		6,750	4		348,773	5
														2/26/09		3,000	4		155,010	5
														2/26/08		1,050	4		54,254	5
Charles F. Hudson		1/23/12				48,000	2			45.4900		1/23/19
		4/28/11				60,000	2			44.3867		4/28/18
		2/25/10		26,250		26,250	2			30.8734		2/25/17
		2/26/09		26,250						15.6667		2/26/16
		2/26/08		49,500						41.7867		2/26/15
		12/13/04		30,000						37.4934		12/15/14
														2/21/12		1,500	4		77,505
														1/23/12		5,000	4		258,350
														4/28/11		4,800	4		248,016
														2/25/10		3,600	4		186,012
														2/26/09		2,400	4		124,008
														2/26/08		900	4		46,503

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¹  As a result of a 2009 divorce decree and accompanying qualified domestic relations orders, Mr. McAndrew reports at December 31, 2012 a total of 245,915 unexercised exercisable options and 1,012 unvested restricted shares forfeited in 2009 to his former spouse, which he continues to hold as constructive trustee on her behalf until the options are exercised and the restricted shares vest. He held713,839 unexercised options (443,839 exercisable and270,000 unexercisable) and 52,087 unvested restricted shares at fiscal year-end 2012 for his personal account.

²  Stock options vest at the rate of 50% on second and third anniversaries of grant date, with a seven year term.

³  30,000 of these restricted shares vest 100% on fifth anniversary of grant date and 9,600 of these restricted shares vest at the rate of 20% per year over a five-year period commencing on the first anniversary of the grant date.

⁴  Restricted stock vests at the rate of 20% per year over a five-year period commencing on the first anniversary of grant date.

⁵  Calculated using 2012 year-end closing market price of $51.67 per share.

⁶  As a result of a 2010 divorce decree and accompanying qualified domestic relations order, Mr. Smith reports at December 31, 2012, a total of 874 unvested restricted shares forfeited in 2010 to his former spouse, which shares he continues to hold as constructive trustee on her behalf until the restricted shares vest. He held a total of 32,325 unvested restricted shares at fiscal year-end 2012 for his personal account.

⁷  Pursuant to 2010 divorce decree, 35,189 shares of these vested 2/25/2012 and 35,960 shares of these vest 2/25/2013.

⁸  Performance shares issued following the completion of a three year performance period commencing January 1, 2012 and ending December 31, 2014, if at all, based upon the degree of satisfaction of three performance criteria. Shares shown reflect potential target award.

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Potential Payments upon Termination or Change-in-Control

The Company and its subsidiaries do not have employment contracts, severance agreements, salary continuation agreements or severance plans with the NEOs. Potential payments and benefits not generally available to all salaried employees may be made to the NEOs (1) upon termination of their employment in connection with stock options issued to them under the Company’s various incentive plans, (2) upon termination of employment in connection with restricted stock issued to them under the 2011 Plan and the 2007 Plan, (3) upon termination of employment in connection with performance shares awarded to them under the 2011 Plan; (4) at age 65 in the form of an insurance policy under a Retirement Life Insurance Benefit Agreement, and (5) upon termination of their employment in the executive’s chosen form of annuitized payment under the SERP. Additionally, in the case of a change in control of the Company, the stock options, restricted stock and performance shares held by the NEOs would be subject to vesting and those executive officers would have potential payments as a result.

For purposes of the following disclosures, the assumptions used in making the calculations are: (1) the triggering event (termination of employment, retirement, or change-in-control) occurred on December 31, 2012; (2) the per share price of Company stock is $51.67, which was the closing price of the stock on December 31, 2012; (3) the ages of the NEOs as of December 31, 2012 were Mark McAndrew (age 59), Gary Coleman (age 59), Larry Hutchison (age 58), Frank Svoboda (age 51), Vern Herbel (age 55), Roger Smith (age 60) and Charles Hudson (age 56); and (4) the NEOs’ salaries and non-equity incentive plan compensation are what is reflected for them in the Summary Compensation Table.

Stock Options and Termination of Employment

Currently outstanding Company stock options provide that the options may be exercised for a period of time after termination of employment that varies with the circumstances of the termination:

(1) on a voluntary termination—one month after termination of employment or the expiration of the stated term of the option, whichever is shorter;

(2) on an involuntary termination without cause—three months after termination of employment or the expiration of the stated term of the option, whichever is shorter;

(3) on an early retirement (defined to be at or after age 55)—three years from the date of retirement or the expiration of the stated term of the option whichever is shorter;

(4) on retirement at or after age 60 (only for options granted on and after December 13, 2005)—five years from the date of retirement or the expiration of the stated term of the option whichever is shorter;

(5) on a normal retirement (defined to be at or after age 65)—the remaining balance of the term of the option, and all options remaining unvested upon the exercise of the option vest in full on the retirement date;

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(6) on disability—the remaining balance of the term of the option, and all options remaining unvested immediately vest in full; and

(7) on death—the remaining balance of the term of the option or one year from the date of death, whichever is longer, and all options remaining unvested at the date of death immediately vest in full.

If employment is terminated for cause, there is no post-termination exercise as all outstanding options are forfeited to the Company. “Cause” is defined by the 2011, 2007 and 2005 Plans as a reason for a plan participant’s termination of employment as that term may be defined in the employment, severance or similar agreement, if any, between the participant and the Company or a subsidiary. If there is no employment, severance or similar agreement and if the grant agreement does not define that term (which is the case for all awards currently outstanding under the 2011, 2007 and 2005 Plans), “cause” is defined as any of the following acts by the plan participant, as determined by the Compensation Committee or the Board of Directors: gross neglect of duty, prolonged absence from duty without the consent of the Company, intentionally engaging in any activity that is in conflict with or adverse to the business or other interests of the Company, or willful misconduct, misfeasance or malfeasance of duty which is reasonably determined to be detrimental to the Company. “Cause” is defined by the Torchmark Corporation 1998 Stock Incentive Plan (1998 Plan) as a plan participant’s willful misconduct or dishonesty, any of which is directly and materially harmful to the business or reputation of the Company or any subsidiary.

The table below sets out values for outstanding “in the money” stock options that would have been realized by the NEOs as of December 31, 2012 in the termination of employment situations discussed above. Only those termination of employment situations applicable to each individual NEO based upon the foregoing assumptions are shown.

Mark S. McAndrew	Early Retirement — $11,343,981
	Disability — $11,343,981
	Death — $11,343,981
Gary L. Coleman	Early Retirement — $4,741,385
	Disability — $4,741,385
	Death — $4,741,385
Larry M. Hutchison	Early Retirement — $4,741,385
	Disability — $4,741,385
	Death — $4,741,385
Frank M. Svoboda	Voluntary termination — $2,244,276
	Involuntary termination without Cause — $2,634,213
	Disability — $3,111,276
	Death — $3,111,276
Vern D. Herbel	Early Retirement — $6,183,161
	Disability — $6,183,161
	Death — $6,183,161
Roger C. Smith	Early Retirement — $4,898,198
	Disability — $4,898,198
	Death — $4,898,198
Charles F. Hudson	Early Retirement — $3,685,067
	Disability — $3,685,067
	Death — $3,685,067

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Change-in-Control—Stock Options and Restricted Stock

The 2011 and 2007 Plans provide that (1) in case of a change in control where the new controlling person does not assume or equitably substitute stock options, restricted stock or performance shares, all outstanding options become fully exercisable, all time-based restricted stock vests and 100% of the target awards of performance shares are deemed earned and are paid out on a pro rata basis based upon the length of time within the performance period prior to the change in control and (2) in the case of a change in control where the new controlling person assumes or equitably substitutes stock options, restricted stock or performance shares, if a participant’s employment is terminated without cause or the participant terminates for good reason within two years after the effective date of the change in control, all outstanding options are fully exercisable, time-based restricted stock vests and 100% of the target awards of performance shares are deemed earned and are paid out on a pro rata basis based upon the length of time within the performance period prior to the date of termination.

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The 2005 Plan provides that if a participant’s employment is terminated without cause or the participant resigns for good reason within one year after the effective date of a change in control, all outstanding options and unvested restricted stock issued under the plan become fully exercisable.

For purposes of the 2011 Plan, the 2007 Plan and the 2005 Plan, a “change in control” generally consists of any one of the following events:

(i) An acquisition of 25% or more of the Company’s voting securities, but not including:

– an acquisition by a person who on the plan’s effective date (April 28, 2011 for the 2011 Plan, April 26, 2007 for the 2007 Plan and April 28, 2005 for the 2005 Plan) was the beneficial owner of 25% or more the Company’s voting securities;

– an acquisition of securities by or from the Company;

– an acquisition of securities by a Company employee benefit plan; or

– an acquisition of securities by a successor corporation pursuant to a transaction which complies with the exception to clause (iii) below.

(ii) Individuals serving on the Company’s Board on the plan’s effective date (April 28, 2011 for the 2011 Plan, April 26, 2007 for the 2007 Plan and April 28, 2005 for the 2005 Plan) cease to constitute a majority of the Board (with an exception for individuals whose election or nomination was approved by a majority of the then incumbent board, outside the context of an election contest).

(iii) A reorganization, merger or consolidation of the Company, or a sale of all or substantially all of the Company’s assets, unless, following any such transaction:

– all or substantially all of the Company’s shareholders prior to the transaction own more than 50% of the voting stock of the Company or its successor in substantially the same proportions as their ownership of the Company’s voting stock prior to the transaction; and

– no person (excluding any successor corporation or any employee benefit plan of the Company or a successor corporation) acquires 25% or more of the voting securities of the Company or its successor as a result of the transaction, except to the extent that such ownership existed prior to the transaction, and

– a majority of the members of the Board of the Company or its successor following the transaction were members of the Company’s Board prior to the transaction.

(iv) The Company’s shareholders approve a complete liquidation or dissolution of the Company.

The 1998 Plan, under which named executives hold certain options, provides that on a change of control any stock options awarded under that plan which were not previously exercisable and vested become fully exercisable and vested. The value of all outstanding options under the 1998 Plan will be settled on the basis of the change of control price (defined as the highest price per share paid in any NYSE composite tape transaction at any time during the preceding 60 day period) as of the date the change of control occurs, in cash or in stock as determined in the discretion of the Compensation Committee.

For purposes of the 1998 Plan, a “change in control” generally consists of any one of the following events:

(i) An acquisition of 20% or more of the Company’s voting securities (other than an acquisition by the Company or one its subsidiaries or employee benefit plans).

(ii) The occurrence of a transaction or event relating to the Company that is required to be described pursuant to the requirements of Item 6(e) of Schedule 14A of Regulation 14A under the Exchange Act.

(iii) When, during any two-year period, the members of the Company’s Board at the beginning of the period cease to constitute at least a majority of the Board (other than due to the death of a director), unless a director is elected or recommended by at least two-thirds of the directors at the beginning of the period.

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(iv) An acquisition of the Company by a third party, by merger, purchase of assets or otherwise, requiring stockholder approval.

Assuming that the change in control occurred on December 31, 2012, NEOs would have the following intrinsic option values under the 2011, 2007, 2005 and 1998 Plans:

Mark S. McAndrew	$	11,343,981
Gary L. Coleman	$	4,741,385
Larry M. Hutchison	$	4,741,385
Frank M. Svoboda	$	3,111,276
Vern D. Herbel	$	6,183,161
Roger C. Smith	$	4,898,198
Charles F. Hudson	$	3,685,067

Assuming that the change in control occurred on December 31, 2012, the NEOs would have the values shown below for their unvested restricted stock granted under the 2011, 2007 and 2005 Plans:

Mark S. McAndrew	$	2,743,677
Gary L. Coleman	$	2,759,178
Larry M. Hutchison	$	2,759,178
Frank M. Svoboda	$	77,505
Vern D. Herbel	$	1,379,589
Roger C. Smith	$	1,715,444
Charles F. Hudson	$	940,394

Assuming the change in control occurred on December 31, 2012, NEOs would have the values shown below for their unvested performance shares awarded under the 2011 Plan:

Mark S. McAndrew	$	1,550,100
Gary L. Coleman	$	1,291,750
Larry M. Hutchison	$	1,291,750

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