Payment of Directors



 Exhibit 10.28 
  
 Payments to Directors 
  
 Directors of the Company are currently compensated on the following basis: 
  
 (1) Directors who are not officers or employees of the Company or a subsidiary of the Company (Outside
Directors) receive an annual retainer of $45,000, which is paid each January for the entire year, a fee of $2,000 for each physical Board or Board Committee meeting attended and a fee of $500 for each telephonic Board or Board Committee meeting in
which they participate. They do not receive fees for the execution of written consents in lieu of Board meetings or in lieu of Board committee meetings. They receive reimbursement for their travel and lodging expenses if they do not live in the area
where a meeting is held. 
  
 (2) Beginning
January 1, 2007, the outside directors who chair the Audit Committee, the Compensation Committee and the Governance and Nominating Committee receive annual Committee Chair retainers, payable in quarterly installments. The Audit Committee Chair
receives $10,000 and the Compensation Committee Chair and the Governance and Nominating Committee Chair each receive $5,000. 
  
 (3) Pursuant to the provisions of a non-employee director subplan under the Company’s then active omnibus incentive plan, each
Outside Director is automatically awarded annually non-qualified stock options on 6,000 shares of Company common stock on the first day of each calendar year in which stock is traded on the New York Stock Exchange at the NYSE market closing price on
that date unless he or she makes a timely advance election to receive an equivalent value of restricted stock or restricted stock units in lieu of the 6,000 share annual formula-based option grant. Shares of restricted stock and RSUs awarded in lieu
of options are awarded at fair market value (NYSE market closing price) on the date of the annual formula-based option grants. Restricted stock carries full voting and cash dividend rights from its initial award date. RSUs, while not issued as
shares until a director’s retirement form the Board, carry the right to dividend equivalents form the award date payable in additional RSUs which are fully vested when issued but are also not issued as shares until the director retires. Each of
Messrs. Adair, Perry and Lamar Smith and Ms. Buchan received a 6,000 share stock option on January 2, 2009 at the grant-date fair market exercise price of $44.89 per share pursuant to a non-employee director subplan of the 2007 Long-Term
Compensation Plan. Messrs. Boren, Ingram, Newton and Zucconi made timely elections to convert their 2009 annual formula-based options to RSUs, receiving 1,207 RSUs on January 2, 2009, which fully vested on July 2, 2009. Mr. Lanier made a timely
election to convert his 2009 annual formula-based options to restricted shares and received 1,207 restricted shares on January 2, 2009, which fully vested on July 2, 2009. 
  

 The entire Board may award non-qualified stock options on a non-formula basis to all or such individual Outside
Directors as it selects under the non-employee director subplan of the 2007 Long-Term Compensation Plan. Such options may be awarded at such times and for such number of shares as the Board in its discretion determines. The price of such options
will be fixed by the Board at the fair market value of the stock on the grant date. No stock options were awarded on a non-formula basis in 2009. 
  
 Non-employee directors may also complete a timely irrevocable election for a calendar year and defer annual director compensation
(retainers and Board and Committee meeting fees assuming attendance at all scheduled meetings) pursuant to the 2007 Plan in 10% increments but not less than 50% of such compensation into non-qualified stock options, restricted stock or restricted
stock units (RSUs). All such deferred compensation stock options are granted at an exercise price equal to the fair market value (NYSE market closing price) on a date selected by the Compensation Committee during January in the calendar year to
which the election relates. Shares of restricted stock and RSUs are awarded at fair market value (NYSE market closing price) on the same January date selected by the Compensation Committee for option grants. Such stock options, restricted stock and
RSUs become fully exercisable or fully vested, as the case may be, six months from their award date. Restricted stock carries full voting and cash dividend rights from its initial award date. RSUs, while not issued as shares until a director’s
retirement from the Board, carry the right to dividend equivalents from the award date payable in additional RSUs which are fully vested when issued but are also not issued as shares until the director’s retirement. Mr. Perry made a timely
election to defer 100% of his respective 2009 annual compensation to RSUs and received 1,571 RSUs on January 2, 2009, when Torchmark stock had a fair market value of $44.89. 







 Outside directors receive very limited perquisites and other personal benefits, which may include
holiday gifts, personal use of Company airplanes and costs associated with spouses’ travel to Board meetings. In 2009, no outside directors received perquisites with an aggregate incremental cost to the Company in excess of $10,000. 

 
 Non-employee directors could also elect to defer their director
compensation to the Company’s traditional deferred compensation plan, which is more fully described in Compensation Discussion and Analysis on page 29, until that plan was amended in October 2008 to provide that non-employee directors not
already participating were no longer eligible to participate. Director Joseph L. Lanier, Jr. has deferred compensation into the plan in the past but was not doing so at the time of the plan’s amendment. He continues to receive interest, which
is not paid at preferential or above-market rates, on his plan balance. He is not currently receiving any payments from this plan. No other directors participated in this plan. 
  
 Non-employee directors may currently elect to defer all or a designated portion of their annual director compensation
into an interest-bearing account pursuant to a timely election made under the non-employee director sub-plan of the 2007 Plan. These accounts bear interest at non-preferential rates set from time to time by the Compensation Committee. Such accounts
are paid to the director in a lump sum or equal monthly installments for up to 120 months as elected by the director with payments commencing on the earliest of (a) December 31 of the fifth year after the year for which the deferral was made, (b)
the first business day of the fourth month after the director’s death or (c) the director’s termination as a non-employee director of the Company or any of its subsidiaries for a reason other than death. None of the non-employee directors
are currently deferring compensation into such interest-bearing accounts under the sub-plan of the 2007 Plan. 
  
 Directors who are employees of the Company or its subsidiaries receive no compensation for Board service.