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The categorical
standards for independence determinations adopted by the Board of
Directors of Torchmark Corporation are:
Director Independence Criteria
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I. |
A director who is
an employee, or whose immediate family
member is an executive officer, of Torchmark is not
"independent" until three years after the end of such
employment relationship.
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II. |
A director who
receives, or whose immediate family member receives, more
than $100,000 in any twelve month period in direct
compensation from Torchmark other than director and
committee fees and pension or other forms of deferred
compensation for prior service (provided such compensation
is not contingent in any way on continued service), is not
"independent" until three years after he or she ceases to
receive more than $100,000 in any twelve month period in
such compensation.
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III. |
A director or a
director's immediate family member who is a current partner
of the firm that is Torchmark's internal or external
auditor; a director who is a current employee of Torchmark's
internal or external audit firms; a director who has an
immediate family member who is a current employee at such a
firm and who participates in that firm's audit, assurance or
tax compliance (but not tax planning) practices; or a
director or a director's immediate family member who was
within the last three years (but is no longer) a partner or
employee of such a firm and personally worked on Torchmark's
audit during that time will not be deemed "independent."
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IV. |
A director who is
employed, or whose immediate family member is employed, as
an executive officer of another company where any of
Torchmark's present executive officers serve on that
company's compensation committee is not "independent" until
three years after the end of such service or the employment
relationship.
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V. |
A director who is
a current employee, or whose immediate family member is a
current executive officer, of a company that makes payments
to, or receives payments from, Torchmark for property or
services in an amount which, in any single fiscal year,
exceeds the greater of $1 million, or 2% of such other
company's consolidated gross revenues, is not "independent"
until three years after falling below such threshold.
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The Board of Directors 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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1. |
An independent
director does not directly or indirectly beneficially own
more than 10% of any class of Torchmark's equity securities.
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2. |
If a Torchmark director is an executive officer of another
company in which Torchmark owns a common stock interest in
excess of 5% of total shareholder's equity, or where the
other company owns a common stock interest in Torchmark in
excess of 5% of total shareholder's equity, the director is
not independent.
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3. |
An independent
director is not and is not affiliated with an entity that is
an adviser or consultant to Torchmark or a member of
Torchmark's senior management.
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4. |
An independent
director has no personal services contract(s) with Torchmark
or a member of senior management of Torchmark.
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5. |
An independent
director is not affiliated with a not-for-profit entity that
receives significant contributions from Torchmark (defined
as the greater of $1 million or 2% of the not-for-profit
entity's consolidated gross revenues). |
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6. |
An independent
director is not employed by a public company at which an
executive officer of Torchmark serves as a director. |
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7. |
If a Torchmark
director is an executive officer of another company that is
indebted to Torchmark, or to which Torchmark is indebted,
and the total amount of either company's indebtedness to the
other is greater than 5% of the total consolidated assets of
the company that he/she serves as an executive officer, the
director is not independent. |
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8. |
A director
elected pursuant to any arrangement or understanding with
another person or group is not an independent director. |
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9. |
An independent
director does not serve, and has no immediate family member
who has served, as an executive officer or general partner
of an entity that has received an investment from Torchmark
or any of its subsidiaries, where such investment exceeds $1
million or 2% of such entity's invested capital, whichever
is greater, in any of the last three years. |
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10. |
An independent
director does not have, nor may any immediate family member
have, any direct or indirect material interest in a
transaction or series of transactions to which Torchmark or
a subsidiary is a party in which the transaction amount
exceeds $120,000 (other than interests arising solely from
an aggregate ownership interest of less than 10% of
Torchmark or an entity furnishing services to Torchmark). |
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11. |
An independent
director has not, and his/her immediate family members have
not, accepted or agreed to accept from Torchmark any
consulting, advisory or other compensatory fee except fees
received for service as a director. |
Ed.March2007 |