-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GTkDJLRX8smUeMxB7ADwkVss17MiUcI0Lf5oLp9yyFAGFhzeBvgXMCXsDLODOKtm ClXMb6laGt+LBXxC5y2urw== 0000931763-01-502416.txt : 20020412 0000931763-01-502416.hdr.sgml : 20020412 ACCESSION NUMBER: 0000931763-01-502416 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20011212 EFFECTIVENESS DATE: 20011212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TORCHMARK CORP CENTRAL INDEX KEY: 0000320335 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 630780404 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-74930 FILM NUMBER: 1811782 BUSINESS ADDRESS: STREET 1: 2001 3RD AVE S CITY: BIRMINGHAM STATE: AL ZIP: 35233 BUSINESS PHONE: 2053254200 FORMER COMPANY: FORMER CONFORMED NAME: LIBERTY NATIONAL INSURANCE HOLDING CO DATE OF NAME CHANGE: 19820701 FORMER COMPANY: FORMER CONFORMED NAME: TORCHMARK CORP SAVINGS & INVESTMENT PLAN DATE OF NAME CHANGE: 19820825 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TORCHMARK CAPITAL TRUST II CENTRAL INDEX KEY: 0001163280 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 746508172 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-74930-01 FILM NUMBER: 1811783 BUSINESS ADDRESS: STREET 1: 2001 THIRD AVE S CITY: BIRMINGHAM STATE: AL ZIP: 35233 BUSINESS PHONE: 205 325 4200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TORCHMARK CAPITAL TRUST I CENTRAL INDEX KEY: 0001161503 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 746507320 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-74930-02 FILM NUMBER: 1811784 BUSINESS ADDRESS: STREET 1: 2001 3RD AVE S CITY: BIRMINGHAM STATE: AL ZIP: 35233 BUSINESS PHONE: 2053254200 MAIL ADDRESS: STREET 1: 2001 THIRD AVENUE SOUTH CITY: BIRMINGHAM STATE: AL ZIP: 35233 S-3MEF 1 ds3mef.txt 462B TO REGISTER ADDITIONAL SECURITIES As filed with the Securities and Exchange Commission on December 12, 2001 Registration No. 333-_________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- Form S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------------------- TORCHMARK CORPORATION TORCHMARK CAPITAL TRUST I TORCHMARK CAPITAL TRUST II (Exact name of registrant as specified in its charter) 63-0780404 Delaware 74-6507320 74-6508172 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Nos.) ------------------------- 2001 Third Avenue South Birmingham, Alabama 35233 (205) 325-4200 (Address, including zip code, and telephone number of registrant's principal executive office) ------------------------- LARRY M. HUTCHISON, ESQ. Vice President and General Counsel 2001 Third Avenue South Birmingham, AL 35233 (205) 325-4200 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: GREGORY S. CURRAN, ESQ. Maynard, Cooper & Gale, P.C. 1901 Sixth Avenue North Suite 2400 Birmingham, Alabama 35203 (205) 254-1000 ------------------------- Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this Registration Statement. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities being offered only in connection with dividend or interest reinvestment plans, please check the following box. [X] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-83411 If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE ================================================================================
Proposed Amount of Title of Each Class of Maximum Registration Securities to be Registered Aggregate Offering Price Fee - -------------------------------------------------------------------------------------- Senior debt securities ("Debt Securities") of Torchmark Corporation.................... $30,000,000 $7,170 - -------------------------------------------------------------------------------------- - --------------------------------------------
This registration statement shall become effective upon filing with the Commission in accordance with Rule 462(b) under the Securities Act of 1933. EXPLANATORY NOTE AND INCORPORATION BY REFERENCE This Registration Statement is filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and Rule 462(b) promulgated thereunder. Pursuant to Rule 462(b), all of Part I and Part II of the Registrants' Registration Statement on Form S-3, as amended, declared effective on November 30, 1999 (Registration No. 333-83411), including the exhibits thereto and each of the documents incorporated by reference therein, are hereby incorporated by reference into this Registration Statement. The required exhibits are listed on the Exhibit Index attached hereto and filed herewith. - -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Act, the registrant, Torchmark Corporation, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on December 11, 2001. Torchmark Corporation By: * ------------------------------------ C.B. Hudson Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- * Chairman, Chief Executive December 11, 2001 -------------------------- Officer, and Director C.B. Hudson /s/ Gary L. Coleman Executive Vice President December 11, 2001 -------------------------- and Chief Financial Gary L. Coleman Officer (Principal Accounting Officer) * Director December 11, 2001 -------------------------- David L. Boren * Director December 11, 2001 -------------------------- Joseph M. Farley * Director December 11, 2001 -------------------------- Louis T. Hagopian * Director December 11, 2001 -------------------------- Joseph L. Lanier, Jr. * Director December 11, 2001 -------------------------- Mark S. McAndrew * Director December 11, 2001 -------------------------- Harold T. McCormick * Director December 11, 2001 -------------------------- Joseph W. Morris * Director December 11, 2001 -------------------------- George J. Records * Director December 11, 2001 -------------------------- R. K. Richey * Director December 11, 2001 -------------------------- Lamar C. Smith *By /s/ Larry M. Hutchison ---------------------- Larry M. Hutchison Attorney-in-fact Pursuant to the requirements of the Securities Act, the registrant, Torchmark Capital Trust I, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on December 11, 2001. Torchmark Capital Trust I By: /s/ Larry M. Hutchison ---------------------- Larry M. Hutchison Regular Trustee By: /s/ Gary L. Coleman ---------------------- Gary L. Coleman Regular Trustee Pursuant to the requirements of the Securities Act, the registrant, Torchmark Capital Trust II, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on December 11, 2001. Torchmark Capital Trust II By: /s/ Larry M. Hutchison ------------------------- Larry M. Hutchison Regular Trustee By: /s/ Gary L. Coleman ------------------------- Gary L. Coleman Regular Trustee EXHIBIT INDEX Number Description ------ ----------- 5.1 Opinion of Maynard, Cooper & Gale, P.C. as to the legality of the securities being registered hereunder 23.1 Consent of Deloitte & Touche LLP, independent auditors 23.2 Consent of KPMG LLP, independent auditors 23.3 Consent of Maynard, Cooper & Gale, P.C. (Included in Exhibit 5.1) 24.1 Powers of Attorney for certain officers and directors of Torchmark Corporation EX-5.1 3 dex51.txt OPINION OF MAYNARD COOPER & GALE Exhibit 5.1 [Letterhead of Maynard, Cooper & Gale, P.C.] December 11, 2001 Torchmark Corporation 2001 Third Avenue South Birmingham, AL 35233 Ladies and Gentlemen: We have acted as special counsel to Torchmark Corporation, a Delaware corporation (the "Company"), in connection with the preparation of the Registration Statement on Form S-3 filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Act") (the "Registration Statement") filed by the Company with the Securities and Exchange Commission (the "Commission") with respect to the registration under the Act, of $30,000,000 aggregate principal amount of the Company's unsecured senior debt securities (the "Debt Securities") to be issued pursuant to an Indenture dated February 1, 1987, as supplemented, between the Company and The Bank of New York, as trustee (as amended and supplemented, the "Indenture"). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement; (ii) the Indenture; (iii) the form of the Supplemental Indenture filed as an exhibit to the Registration Statement; (iv) the Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation") and the Bylaws (the "Bylaws") of the Company as currently in effect; and (v) certain resolutions of the Board of Directors of the Company relating to the Registration Statement and the transactions contemplated by the Registration Statement and related matters (the "Board Resolutions"). We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. In making our examination of documents executed by parties other than the Company, we have assumed that such parties had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinions expressed herein that we have not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company. We do not express any opinion as to the laws of any jurisdiction other than the laws of the State of Alabama, the Delaware General Corporation Law (the "DGCL") and the federal laws of the United States of America. Based upon and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that, with respect to the Debt Securities, when (i) the Supplemental Indenture relating to the Debt Securities has been duly authorized, executed and delivered by the Trustee, as qualified to act under the Trust Indenture Act of 1939; (ii) the Supplemental Indenture relating to the Debt Securities has been duly executed and delivered by the Company; and (iii) the Debt Securities have been duly executed and authenticated in accordance with the terms of the Indenture and duly delivered to the purchasers thereof upon payment of the agreed-upon consideration therefor, the issuance and sale of the Debt Securities will have been duly authorized, and the Debt Securities will be valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except to the extent that (x) enforcement thereof may be limited by (1) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws now or hereinafter in effect relating to or affecting the enforcement of creditors' rights generally, (2) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), (3) requirements that a claim with respect to any Debt Securities denominated other than in United States dollars (or a judgment denominated other than in United States dollars in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (4) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency or composite currency and (y) any waiver with respect to usury laws. 2 We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission. Very truly yours, Maynard, Cooper & Gale, P.C. By: /s/Gregory S. Curran -------------------- Gregory S. Curran 3 EX-23.1 4 dex231.txt CONSENT OF DELOITTE & TOUCHE LLP Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Torchmark Corporation on Form S-3 of our report dated January 30, 2001, appearing in the Annual Report on Form 10-K of Torchmark Corporation for the year ended December 31, 2000. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Dallas, Texas December 11, 2001 EX-23.2 5 dex232.txt CONSENT OF KPMG LLP Exhibit 23.2 Consent of Independent Certified Public Accountants The Board of Directors Torchmark Corporation: We consent to incorporation by reference in the Registration Statement on Form S-3 dated December 12, 2001, of our report dated January 29, 1999, except for note 18 which is as of February 10, 1999 relating to the consolidated statements of operations, comprehensive income, shareholders' equity, and cash flows and related schedules of Torchmark Corporation and Subsidiaries for the year ended December 31, 1998, which appears in the December 31, 2000 Annual Report on Form 10-K of Torchmark Corporation and to the reference of our firm under the heading "Experts" in the prospectus. KPMG LLP Birmingham, Alabama December 11, 2001 EX-24.1 6 dex241.txt POWERS OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT: The undersigned officer and director of Torchmark Corporation (the "Company") constitutes and appoints Michael J. Klyce, Gary L. Coleman, Larry M. Hutchison and Carol A. McCoy, and each of them severally, his true and lawful attorneys-in-fact for him and in his name, place and stead, in any and all capacities, to sign the registration statement on Form S-3 to be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the purpose of registering additional debt securities of the Company and any and all amendments and post-effective amendments thereto, and to file the same with all exhibits thereto and other documents required in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorneys-in-fact and agents or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have signed this Power of Attorney in the capacity and on the date indicated below. /s/ C. B. Hudson -------------------------------------- C. B. Hudson Chairman, Chief Executive Officer and Director Date: December 6, 2001 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT: The undersigned officer of Torchmark Corporation (the "Company") constitutes and appoints Michael J. Klyce, Larry M. Hutchison and Carol A. McCoy, and each of them severally, his true and lawful attorneys-in-fact for him and in his name, place and stead, in any and all capacities, to sign the registration statement on Form S-3 to be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the purpose of registering additional debt securities of the Company and any and all amendments and post-effective amendments thereto, and to file the same with all exhibits thereto and other documents required in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorneys- in-fact and agents or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have signed this Power of Attorney in the capacity and on the date indicated below. /s/ Gary L. Coleman -------------------------------------- Gary L. Coleman Executive Vice President and Chief Financial Officer Date: December 6, 2001 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT: The undersigned director of Torchmark Corporation (the "Company") constitutes and appoints Michael J. Klyce, Gary L. Coleman, Larry M. Hutchison and Carol A. McCoy, and each of them severally, his true and lawful attorneys- in-fact for him and in his name, place and stead, in any and all capacities, to sign the registration statement on Form S-3 to be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the purpose of registering additional debt securities of the Company and any and all amendments and post- effective amendments thereto, and to file the same with all exhibits thereto and other documents required in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorneys- in-fact and agents or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have signed this Power of Attorney in the capacity and on the date indicated below. /s/ David L. Boren -------------------------------------- David L. Boren Director Date: December 6, 2001 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT: The undersigned director of Torchmark Corporation (the "Company") constitutes and appoints Michael J. Klyce, Gary L. Coleman, Larry M. Hutchison and Carol A. McCoy, and each of them severally, his true and lawful attorneys- in-fact for him and in his name, place and stead, in any and all capacities, to sign the registration statement on Form S-3 to be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the purpose of registering additional debt securities of the Company and any and all amendments and post- effective amendments thereto, and to file the same with all exhibits thereto and other documents required in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorneys- in-fact and agents or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have signed this Power of Attorney in the capacity and on the date indicated below. /s/ Louis T. Hagopian -------------------------------------- Louis T. Hagopian Director Date: December 7, 2001 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT: The undersigned director of Torchmark Corporation (the "Company") constitutes and appoints Michael J. Klyce, Gary L. Coleman, Larry M. Hutchison and Carol A. McCoy, and each of them severally, his true and lawful attorneys- in-fact for him and in his name, place and stead, in any and all capacities, to sign the registration statement on Form S-3 to be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the purpose of registering additional debt securities of the Company and any and all amendments and post- effective amendments thereto, and to file the same with all exhibits thereto and other documents required in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorneys- in-fact and agents or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have signed this Power of Attorney in the capacity and on the date indicated below. /s/ Joseph L. Lanier, Jr. -------------------------------------- Joseph L. Lanier, Jr. Director Date: December 6, 2001 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT: The undersigned director of Torchmark Corporation (the "Company") constitutes and appoints Michael J. Klyce, Gary L. Coleman, Larry M. Hutchison and Carol A. McCoy, and each of them severally, his true and lawful attorneys- in-fact for him and in his name, place and stead, in any and all capacities, to sign the registration statement on Form S-3 to be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the purpose of registering additional debt securities of the Company and any and all amendments and post- effective amendments thereto, and to file the same with all exhibits thereto and other documents required in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorneys- in-fact and agents or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have signed this Power of Attorney in the capacity and on the date indicated below. /s/ Mark S. McAndrew -------------------------------------- Mark S. McAndrew Director Date: December 6, 2001 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT: The undersigned director of Torchmark Corporation (the "Company") constitutes and appoints Michael J. Klyce, Gary L. Coleman, Larry M. Hutchison and Carol A. McCoy, and each of them severally, his true and lawful attorneys- in-fact for him and in his name, place and stead, in any and all capacities, to sign the registration statement on Form S-3 to be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the purpose of registering additional debt securities of the Company and any and all amendments and post- effective amendments thereto, and to file the same with all exhibits thereto and other documents required in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorneys- in-fact and agents or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have signed this Power of Attorney in the capacity and on the date indicated below. /s/ Harold T. McCormick -------------------------------------- Harold T. McCormick Director Date: December 5, 2001 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT: The undersigned director of Torchmark Corporation (the "Company") constitutes and appoints Michael J. Klyce, Gary L. Coleman, Larry M. Hutchison and Carol A. McCoy, and each of them severally, his true and lawful attorneys- in-fact for him and in his name, place and stead, in any and all capacities, to sign the registration statement on Form S-3 to be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the purpose of registering additional debt securities of the Company and any and all amendments and post- effective amendments thereto, and to file the same with all exhibits thereto and other documents required in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorneys- in-fact and agents or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have signed this Power of Attorney in the capacity and on the date indicated below. /s/ Joseph W. Morris -------------------------------------- Joseph W. Morris Director Date: December 6, 2001 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT: The undersigned director of Torchmark Corporation (the "Company") constitutes and appoints Michael J. Klyce, Gary L. Coleman, Larry M. Hutchison and Carol A. McCoy, and each of them severally, his true and lawful attorneys- in-fact for him and in his name, place and stead, in any and all capacities, to sign the registration statement on Form S-3 to be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the purpose of registering additional debt securities of the Company and any and all amendments and post- effective amendments thereto, and to file the same with all exhibits thereto and other documents required in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorneys- in-fact and agents or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have signed this Power of Attorney in the capacity and on the date indicated below. /s/ George J. Records -------------------------------------- George J. Records Director Date: December 6, 2001 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT: The undersigned director of Torchmark Corporation (the "Company") constitutes and appoints Michael J. Klyce, Gary L. Coleman, Larry M. Hutchison and Carol A. McCoy, and each of them severally, his true and lawful attorneys- in-fact for him and in his name, place and stead, in any and all capacities, to sign the registration statement on Form S-3 to be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the purpose of registering additional debt securities of the Company and any and all amendments and post- effective amendments thereto, and to file the same with all exhibits thereto and other documents required in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorneys- in-fact and agents or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have signed this Power of Attorney in the capacity and on the date indicated below. /s/ R. K. Richey -------------------------------------- R. K. Richey Director Date: December 6, 2001 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT: The undersigned director of Torchmark Corporation (the "Company") constitutes and appoints Michael J. Klyce, Gary L. Coleman, Larry M. Hutchison and Carol A. McCoy, and each of them severally, his true and lawful attorneys- in-fact for him and in his name, place and stead, in any and all capacities, to sign the registration statement on Form S-3 to be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the purpose of registering additional debt securities of the Company and any and all amendments and post- effective amendments thereto, and to file the same with all exhibits thereto and other documents required in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorneys- in-fact and agents or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have signed this Power of Attorney in the capacity and on the date indicated below. /s/ Lamar C. Smith -------------------------------------- Lamar C. Smith Director Date: December 5, 2001 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT: The undersigned director of Torchmark Corporation (the "Company") constitutes and appoints Michael J. Klyce, Gary L. Coleman, Larry M. Hutchison and Carol A. McCoy, and each of them severally, his true and lawful attorneys- in-fact for him and in his name, place and stead, in any and all capacities, to sign the registration statement on Form S-3 to be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the purpose of registering additional debt securities of the Company and any and all amendments and post- effective amendments thereto, and to file the same with all exhibits thereto and other documents required in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorneys- in-fact and agents or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have signed this Power of Attorney in the capacity and on the date indicated below. /s/ Joseph M. Farley -------------------------------------- Joseph M. Farley Director Date: December 6, 2001 -----END PRIVACY-ENHANCED MESSAGE-----