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Torchmark Corporation (NYSE:TMK)

Annual Meeting of Shareholders Call

April 26, 2012 11:00 ET

Executives

Mark McAndrew – Chairman and Chief Executive Officer

Carol McCoy – Secretary

Mark McAndrew – Chairman and Chief Executive Officer

Alright, if everyday have a seat. And Carol if you would come up here please. Good morning, its 10 o’clock, I am for our Annual Shareholders Meeting. My name is Mark McAndrew, Chairman of the Board and Chief Executive Officer of Torchmark. Welcome to Torchmark’s 31st Annual Shareholders Meeting. For those of you who are listening via the internet welcome.

This meeting will be conducted in the accordance with Torchmark's Shareholder Rights Policy and Roberts Rule of Order. We have provided in your seat this morning our proxy statement and an annual report. Members of the Board of Directors who are attending this morning are Eddie Adair, David Boren, Jane Buchan, Rob Ingram, Lloyd Newton, Sam Perry, Darren Rebelez, Lamar Smith, and Paul Zucconi if you would all please stand. Thank you.

I would now call upon Secretary, Carol McCoy to present proof that the meeting is duly commenced.

Carol McCoy – Secretary

Mr. Chairman, this meeting is held pursuant to a printed notice that was mailed on March 19, 2008 to each shareholder of record of the Company at the close of business on March 2, 2012. A list of the shareholders entitled to vote at this meeting has been available in the principal executive offices of the Company as required by Delaware law and is available here today at this meeting for examination by any stockholder wishing to do so.

All of the documents concerning the call and notice of this meeting will be filed in the official records of the Company at the conclusion of the meeting. A count of shares immediately preceding commencement of this meeting indicated that approximately 83.4% of the outstanding stock of the Company is represented today either in person or by proxy.

Mark McAndrew – Chairman and Chief Executive Officer

Thank you, Carol. I declare a quorum is present and the meeting is open for business. The minutes of last year's meeting are available. If anyone would like a copy, please contact Carol.

As stated in the proxy statement, we have three proposals subject to shareholder vote. The first proposal is that the Board recommends the election of David Boren, Jane Buchan, Rob Ingram, Sam Perry, Lamar Smith, Paul Zucconi, and myself to serve on the Board for a term of one-year.

I will now call upon Carol to nominate the Directors.

Carol McCoy – Secretary

Mr. Chairman I hereby nominate for election as Directors of the Company, David L. Boren, M. Jane Buchan, Robert W. Ingram, Mark S. McAndrew, Sam R. Perry, Lamar C. Smith, and Paul J. Zucconi to serve for terms expiring on the date of the Annual Meeting of the Company in 2013, with all to serve until their respective successors are duly elected and qualified

Mark McAndrew – Chairman and Chief Executive Officer

Thank you. Is there a second?

Unidentified Company Speaker

Second.

Mark McAndrew – Chairman and Chief Executive Officer

Thank you. We have a second. Are there any other nominations? No? I declare the nominations closed. Next is the proposal for ratification of independent auditors for the fiscal year 2012. Deloitte & Touche has served as the Company’s independent auditors for fiscal years 1999 to 2011. The Audit Committee has appointed Deloitte & Touche as our independent auditor for the year 2012 and recommends the stockholders approve this appointment. With us today from the firm, our partners (Mike Murphy and Chris Louis), if you would, please. If you have any questions to ask them, please contact them after the meeting.

And I will call upon Carol to make a formal motion.

Carol McCoy – Secretary

Mr. Chairman, I move ratification and approval of the appointment of Deloitte & Touche LLP as the independent auditors of the Company and its subsidiaries for 2012.

Mark McAndrew – Chairman and Chief Executive Officer

Thank you. Do I have a second? Thank you, Carol. The third proposal relates to an advisory and non-binding vote on the 2011 compensation of the Company’s named executive officers as set out in the Company’s Proxy Statement for the 2012 Annual Meeting of Stockholders. Again, I will call upon Carol to make the formal motion.

Carol McCoy – Secretary

Mr. Chairman, I move adoption of the following resolution. Resolved, that the Company’s stockholders hereby approve, on an advisory basis, the compensation of the named executive officers as disclosed in the company’s Proxy Statement for the 2012 Annual Meeting of Stockholders pursuant to the executive compensation disclosure rules of the Securities and Exchange Commission, which disclosure includes the Compensation Discussion and Analysis, the compensation tables and all related compensation disclosures.

Mark McAndrew – Chairman and Chief Executive Officer

Is there a second?

Unidentified Company Speaker

Second.

Mark McAndrew – Chairman and Chief Executive Officer

Thank you. If there are any shareholders who have not voted and wish to vote at this time, please raise your hand and you will receive a ballot. If there are no ballots to be collected, I will ask Patti Knight, the representative of our stock transfer agent, Computershare, to give us a tally. Patty, you want to come up here or you have a microphone? Okay, that's fine.

Patty Knight – Computershare

Chairman, the ballots have been counted and more than a majority of the voting stock of the company represented in person or by proxy at this meeting has been voted for the election of each director nominees and for the ratification and appointment of Deloitte & Touche LLP as independent auditors for the company for the year 2011. On a non-binding advisory basis, a majority of stockholders voted to approve the 2011 compensation of the company's named executive officers in the Proxy Statement.

Mark McAndrew – Chairman and Chief Executive Officer

Thank you. You have heard the results of the balloting. It is now time for the question and comment period, and I will recognize Carol McCoy.

Carol McCoy – Secretary

Mr. Chairman, this year we received no questions from stockholders submitted in writing in advance of this meeting in accordance with the Shareholders’ Rights Policy. At this time, if any shareholder wishes to discuss issues reasonably related to management of the company’s operations, please move to a microphone, state your name, whether you are a shareholder or the proxy of a shareholder, and proceed with your comment. I want to remind you that pursuant to the Shareholders’ Rights Policy, any comment is limited to not more than three minutes. Are there any comments? Since there are none, I will turn the meeting back over to Chairman, please.

Mark McAndrew – Chairman and Chief Executive Officer

Thank you, Carol. If there is no other business this morning, I will entertain a motion for adjournment. Do I have a second?

Unidentified Company Speaker

Second.

Mark McAndrew – Chairman and Chief Executive Officer

Thank you. With that, that concludes the official Shareholders' Meeting. Thank you for attending.

But before we leave, I would like to just make a few comments, as I am sure I see quite a few of our employees here today and no everybody saw the release yesterday, actually Tuesday. And again I want to recognize first of Frank Svoboda, who will become Chief Financial Officer and Brain Mitchell who will become our General Counsel. Do you please stand? Where is Frank? There he is.

And first although I want to clarify to people here that my official retirement is not June of next year. So, quick trying to take my office chair. I need it for a while yet, so but seriously, its then was going to be 32 years and it's been awfully good to me. And we have had difficult time last three or four years. We’ve been through a very tough economy, really the worst financial crisis we've seen in our life, but this company not only survived, but it thrived. We just had the best quarter we've had in at least 15 years and I'm very proud of the contributions of everybody here as well as everybody in this building and all of our employees and our agents just really done a tremendous job. And I feel very confident and Larry Hutchison, Gary Coleman, please stand up.

Gary and Larry are becoming Co-CEOs effective June 1. I have the utmost confidence in both of them. They are both people that are extremely bright, have unquestioned integrity, and hard workers. And I know in my heart that this company will do even better under their leadership than it has in the past. So, I hope everyone would give them a round of applause also.

I had the pleasure to work with both of them for over 25 years. And even in the last 7 years as I've been CEO, they've been involved in every decision – any significant decision as company and without fail, the three of us have always REIT consensus on what was best for this company. So, again, I don’t think this company will miss a bee. It's really in the best shape. It's been in my tenure as CEO. And I think the prospects going forward are better than they have been in years. So, again under their leadership I think towards Mark is going to see heights that it's never achieved before so.

With that, again, thank you everybody for coming and thank you for all.

Question-And-Answer Session

[No Q&A for this event]

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