Exhibit 10(d)

364-DAY $325,000,000 CREDIT AGREEMENT

DATED AS OF NOVEMBER 30, 2001

AMONG

TORCHMARK CORPORATION,

THE LENDERS,

BANK ONE, NA,
AS ADMINISTRATIVE AGENT,

BANK OF AMERICA, N.A.,
AS SYNDICATION AGENT,

FLEET NATIONAL BANK,
AS DOCUMENTATION AGENT

AND

AMSOUTH BANK,
AS DOCUMENTATION AGENT

BANC ONE CAPITAL MARKETS, INC.
JOINT LEAD ARRANGER AND SOLE BOOK MANAGER

BANC OF AMERICA SECURITIES LLC
JOINT LEAD ARRANGER

TABLE OF CONTENTS

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ARTICLE I     DEFINITIONS........................................................................    1

ARTICLE II    THE CREDITS........................................................................   12

 2.1   Commitment................................................................................   12
 2.2   Required Payments; Termination............................................................   12
 2.3   Ratable Loans.............................................................................   13
 2.4   Types of Advances.........................................................................   13
 2.5   Facility Fee; Utilization Fee; Reductions and Increases in Aggregate Commitment...........   13
 2.6   Minimum Amount of Each Advance............................................................   14
 2.7   Optional Principal Payments...............................................................   14
 2.8   Method of Selecting Types and Interest Periods for New Advances...........................   14
 2.9   Conversion and Continuation of Outstanding Advances.......................................   14
 2.10  Changes in Interest Rate, etc.............................................................   15
 2.11  Rates Applicable After Default............................................................   15
 2.12  Method of Payment.........................................................................   16
 2.13  Noteless Agreement; Evidence of Indebtedness..............................................   16
 2.14  Telephonic Notices........................................................................   17
 2.15  Interest Payment Dates; Interest and Fee Basis............................................   17
 2.16  Notification of Advances, Interest Rates, Prepayments and Commitment Reductions...........   17
 2.17  Lending Installations.....................................................................   17
 2.18  Non-Receipt of Funds by the Agent.........................................................   18
 2.19  Replacement of Lender.....................................................................   18

ARTICLE III   YIELD PROTECTION; TAXES............................................................   19

 3.1   Yield Protection..........................................................................   19
 3.2   Changes in Capital Adequacy Regulations...................................................   19
 3.3   Availability of Types of Advances.........................................................   20
 3.4   Funding Indemnification...................................................................   20
 3.5   Taxes.....................................................................................   20
 3.6   Lender Statements; Survival of Indemnity..................................................   22

ARTICLE IV    CONDITIONS PRECEDENT...............................................................   22

 4.1   Initial Advance...........................................................................   22
 4.2   Each Advance..............................................................................   23

ARTICLE V     REPRESENTATIONS AND WARRANTIES.....................................................   24

 5.1   Corporate Existence and Standing..........................................................   24
 5.2   Authorization and Validity................................................................   24

TABLE OF CONTENTS

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 5.3   No Conflict; Government Consent...........................................................   24
 5.4   Financial Statements......................................................................   25
 5.5   Material Adverse Change...................................................................   25
 5.6   Taxes.....................................................................................   25
 5.7   Litigation and Contingent Obligations.....................................................   25
 5.8   Subsidiaries..............................................................................   26
 5.9   ERISA.....................................................................................   26
 5.10  Accuracy of Information...................................................................   26
 5.11  Regulation U..............................................................................   26
 5.12  Material Agreements.......................................................................   26
 5.13  Compliance With Laws......................................................................   26
 5.14  Ownership of Properties...................................................................   27
 5.15  Investment Company Act....................................................................   27
 5.16  Public Utility Holding Company Act........................................................   27
 5.17  Insurance Licenses........................................................................   27
 5.18  Defaults..................................................................................   27

ARTICLE VI    COVENANTS..........................................................................   27

 6.1   Financial Reporting.......................................................................   27
 6.2   Use of Proceeds...........................................................................   29
 6.3   Certain Notices...........................................................................   29
 6.4   Conduct of Business.......................................................................   30
 6.5   Taxes.....................................................................................   30
 6.6   Insurance.................................................................................   30
 6.7   Compliance with Laws......................................................................   30
 6.8   Maintenance of Properties.................................................................   30
 6.9   Inspection................................................................................   30
 6.10  Merger....................................................................................   31
 6.11  Sale of Assets............................................................................   31
 6.12  Sale and Leaseback........................................................................   31
 6.13  Investments and Acquisitions..............................................................   31
 6.14  Liens.....................................................................................   31
 6.15  Consolidated Net Worth....................................................................   31
 6.16  Ratio of Consolidated Indebtedness to Consolidated Capitalization.........................   31
 6.17  Ratio of Consolidated Adjusted Net Income to Consolidated Interest Expense................   31
 6.18  Affiliates................................................................................   31
 6.19  Series A Preferred Securities.............................................................   32

ARTICLE VII   DEFAULTS...........................................................................   32

 7.1   Representations...........................................................................   32
 7.2   Non-Payment...............................................................................   32

TABLE OF CONTENTS

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 7.3   Specific Defaults.........................................................................   32
 7.4   Other Defaults............................................................................   32
 7.5   Cross-Default.............................................................................   32
 7.6   Insolvency; Voluntary Proceedings.........................................................   32
 7.7   Involuntary Proceedings...................................................................   33
 7.8   Condemnation..............................................................................   33
 7.9   Judgment..................................................................................   33
 7.10  Unfunded Liabilities......................................................................   33
 7.11  Withdrawal Liability......................................................................   33
 7.12  Environmental.............................................................................   33
 7.13  Change in Control.........................................................................   34
 7.14  Licenses..................................................................................   34

ARTICLE VIII  ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES.....................................   34

 8.1   Acceleration..............................................................................   34
 8.2   Amendments................................................................................   34
 8.3   Preservation of Rights....................................................................   35

ARTICLE IX    GENERAL PROVISIONS.................................................................   35

 9.1   Survival of Representations...............................................................   35
 9.2   Governmental Regulation...................................................................   35
 9.3   Headings..................................................................................   36
 9.4   Entire Agreement..........................................................................   36
 9.5   Several Obligations; Benefits of this Agreement...........................................   36
 9.6   Expenses; Indemnification.................................................................   36
 9.7   Numbers of Documents......................................................................   37
 9.8   Accounting................................................................................   37
 9.9   Severability of Provisions................................................................   37
 9.10  Nonliability of Lenders...................................................................   37
 9.11  Confidentiality...........................................................................   37
 9.12  Nonreliance...............................................................................   37
 9.13  Disclosure................................................................................   38

ARTICLE X     THE AGENT..........................................................................   38

 10.1  Appointment; Nature of Relationship......................................................    38
 10.2  Powers...................................................................................    38
 10.3  General Immunity.........................................................................    38
 10.4  No Responsibility for Loans, Recitals, etc...............................................    38
 10.5  Action on Instructions of Lenders........................................................    39
 10.6  Employment of Agents and Counsel.........................................................    39

TABLE OF CONTENTS

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 10.7   Reliance on Documents; Counsel..........................................................     39
 10.8   Agent's Reimbursement and Indemnification...............................................     39
 10.9   Notice of Default.......................................................................     40
 10.10  Rights as a Lender......................................................................     40
 10.11  Lender Credit Decision..................................................................     40
 10.12  Successor Agent.........................................................................     40
 10.13  Agent and Arranger Fees.................................................................     41
 10.14  Delegation to Affiliates................................................................     41
 10.15  Documentation Agents, Syndication Agent, etc............................................     41

ARTICLE XI    SETOFF; RATABLE PAYMENTS..........................................................     42

 11.1   Setoff..................................................................................     42
 11.2   Ratable Payments........................................................................     42

ARTICLE XII   BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS.................................     42

 12.1   Successors and Assigns..................................................................     42
 12.2   Participations..........................................................................     43
   12.2.1  Permitted Participants; Effect.......................................................     43
   12.2.2  Voting Rights........................................................................     43
   12.2.3  Benefit of Setoff....................................................................     43
 12.3   Assignments.............................................................................     43
   12.3.1  Permitted Assignments................................................................     43
   12.3.2  Effect; Effective Date...............................................................     44
 12.4   Dissemination of Information............................................................     44
 12.5   Tax Treatment...........................................................................     44

ARTICLE XIII  NOTICES...........................................................................     45

 13.1   Notices.................................................................................     45
 13.2   Change of Address.......................................................................     45

ARTICLE XIV   COUNTERPARTS......................................................................     45

ARTICLE XV    CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL......................     45

 15.1   CHOICE OF LAW...........................................................................     45
 15.2   CONSENT TO JURISDICTION.................................................................     45
 15.3   WAIVER OF JURY TRIAL....................................................................     46

TABLE OF CONTENTS

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Schedules
---------

Pricing Schedule
Schedule 1  Significant Subsidiaries
Schedule 2  Insurance Licenses

Exhibits
--------

Exhibit A   Note
Exhibit B   Compliance Certificate
Exhibit C   Assignment
Exhibit D   Money Transfer Instructions

364-DAY CREDIT AGREEMENT

This Agreement, dated as of November 30, 2001, is among Torchmark Corporation, the Lenders and Bank One, NA, a national banking association having its principal office in Chicago, Illinois, as Agent. The parties hereto agree as follows:

A. The Borrower has requested the Lenders to make financial accommodations to it in the aggregate principal amount of up to $325,000,000, the proceeds of which will be used for the general corporate purposes of the Borrower and its Subsidiaries (including repayment of maturing commercial paper Indebtedness); and

B. The Lenders are willing to extend such financial accommodations on the terms and conditions set forth herein.

As used in this Agreement:

"Acquisition" means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which the Borrower or any of its Subsidiaries (i) acquires any going business or all or substantially all of the assets of any firm, corporation or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding partnership interests of a partnership.

"Advance" means a borrowing hereunder, (i) made by the Lenders on the same Borrowing Date, or (ii) converted or continued by the Lenders on the same date of conversion or continuation, consisting, in either case, of the aggregate amount of the several Loans of the same Type and, in the case of Eurodollar Loans, for the same Interest Period.

"Affiliate" of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities (or other ownership interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise.

"Agent" means Bank One in its capacity as contractual representative of the Lenders pursuant to Article X, and not in its individual capacity as a Lender, and any successor Agent appointed pursuant to Article X.

"Agent Balance Transaction" means one or more receivables sales transactions with respect to receivables arising out of advances made by AIL to insurance agents in connection with life insurance policies underwritten by AIL.

"Aggregate Commitment" means the aggregate of the Commitments of all the Lenders, as reduced or increased from time to time pursuant to the terms hereof.

"Agreement" means this credit agreement, as it may be amended or modified and in effect from time to time.

"Agreement Accounting Principles" means generally accepted accounting principles as in effect from time to time, applied in a manner consistent with that used in preparing the financial statements referred to in Section 5.4.

"AIL" means American Income Life Insurance Company, an Indiana insurance company.

"Alternate Base Rate" means, for any day, a rate of interest per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of the Federal Funds Effective Rate for such day plus 1/2% per annum.

"Annual Statement" means the annual statutory financial statement of any Insurance Subsidiary required to be filed with the insurance commissioner (or similar authority) of its jurisdiction of incorporation, which statement shall be in the form required by such Insurance Subsidiary's jurisdiction of incorporation or, if no specific form is so required, in the form of financial statements recommended by the NAIC to be used for filing annual statutory financial statements and shall contain the type of information recommended by the NAIC to be disclosed therein, together with all exhibits or schedules filed therewith.

"Applicable Facility Fee Rate" means, at any time, the percentage determined in accordance with the Pricing Schedule at such time. The Applicable Facility Fee Rate shall change as and when the Borrower Debt Rating changes. The initial Applicable Facility Fee Rate shall be .09%.

"Applicable Margin" means, with respect to Advances of any Type at any time, the percentage rate per annum which is applicable at such time with respect to Advances of such Type as set forth in the Pricing Schedule.

"Applicable Utilization Fee Rate" means, at any time, the percentage determined in accordance with the Pricing Schedule at such time. The Applicable Utilization Fee Rate shall change as and when the Borrower Debt Rating changes.

"Arrangers" means (i) Banc One Capital Markets, Inc., a Delaware corporation, and its successors, in its capacity as Joint Lead Arranger and Sole Book Runner and (ii) Banc of America Securities LLC, a Delaware corporation, and its successors, in its capacity as Joint Lead Arranger.

"Article" means an article of this Agreement unless another document is specifically referenced.

"Authorized Officer" means any of the Chairman, Vice Chairman, President, Chief Financial Officer, Chief Accounting Officer, Treasurer, any Vice President or any Assistant Treasurer of the Borrower, acting singly.

"Bank One" means Bank One, NA, a national banking association having its principal office in Chicago, Illinois, in its individual capacity, and its successors.

"Borrower" means Torchmark Corporation, a Delaware corporation, and its successors and assigns.

"Borrower Debt Rating" means the senior unsecured long term debt (without third party credit enhancement) rating of the Borrower as determined by a rating agency identified on the Pricing Schedule.

"Borrowing Date" means a date on which an Advance is made hereunder.

"Borrowing Notice" is defined in Section 2.8.

"Business Day" means (i) with respect to any borrowing, payment or rate selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago and New York for the conduct of substantially all of their commercial lending activities, interbank wire transfers can be made on the Fedwire system and dealings in United States dollars are carried on in the London interbank market and (ii) for all other purposes, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago for the conduct of substantially all of their commercial lending activities and interbank wire transfers can be made on the Fedwire system.

"Capitalized Lease" of a Person means any lease of Property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

"Capitalized Lease Obligations" of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

"Change in Control" means the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and

Exchange Commission under the Securities Exchange Act of 1934) of 20% or more of the outstanding shares of voting stock of the Borrower.

"Code" means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.

"Commitment" means, for each Lender, the obligation of such Lender to make Loans not exceeding the amount set forth opposite its name on the signature pages hereto, as it may be modified as a result of any assignment that has become effective pursuant to Section 12.3.2 or as otherwise modified from time to time pursuant to the terms hereof.

"Condemnation" is defined in Section 7.8.

"Consolidated Adjusted Net Income" means, for any period of calculation, Consolidated Net Income plus (to the extent deducted in determining Consolidated Net Income) (i) the provision for taxes in respect of, or measured by, income or excess profits and (ii) Consolidated Interest Expense, in each case calculated for such period for the Borrower and its Subsidiaries on a consolidated basis in accordance with Agreement Accounting Principles.

"Consolidated Capitalization" means, at any date of determination, the sum of (i) Consolidated Net Worth as at such date plus (ii) Consolidated Indebtedness as at such date.

"Consolidated Indebtedness" means the Indebtedness of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with Agreement Accounting Principles.

"Consolidated Interest Expense" means, for any period of calculation, interest expense, whether paid or accrued, of the Borrower and its Subsidiaries calculated on a consolidated basis in accordance with Agreement Accounting Principles.

"Consolidated Net Income" means, for any period of calculation, the net income of the Borrower and its Subsidiaries calculated on a consolidated basis in accordance with Agreement Accounting Principles consistently applied.

"Contingent Obligation" of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, operating agreement, take-or-pay

contract or application for a Letter of Credit, but excluding (i) the endorsement of instruments for deposit or collection in the ordinary course of business, (ii) the Payment and Guarantee Agreements and (iii) obligations arising in connection with the Agent Balance Transaction.

"Controlled Group" means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower or any of its Subsidiaries, are treated as a single employer under Section 414 of the Code.

"Conversion/Continuation Notice" is defined in Section 2.9.

"Default" means an event described in Article VII.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued thereunder.

"Eurodollar Advance" means an Advance which, except as otherwise provided in Section 2.11, bears interest at the applicable Eurodollar Rate.

"Eurodollar Base Rate" means, with respect to a Eurodollar Advance for the relevant Interest Period, the applicable British Bankers' Association Interest Settlement Rate for deposits in U.S. dollars appearing on Reuters Screen FRBD as of 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, and having a maturity equal to such Interest Period, provided that, (i) if Reuters Screen FRBD is not available to the Agent for any reason, the applicable Eurodollar Base Rate for the relevant Interest Period shall instead be the applicable British Bankers' Association Interest Settlement Rate for deposits in U.S. dollars as reported by any other generally recognized financial information service as of 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, and having a maturity equal to such Interest Period, and (ii) if no such British Bankers' Association Interest Settlement Rate is available to the Agent, the applicable Eurodollar Base Rate for the relevant Interest Period shall instead be the rate determined by the Agent to be the rate at which Bank One or one of its Affiliate banks offers to place deposits in U.S. dollars with first-class banks in the London interbank market at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, in the approximate amount of Bank One's relevant Eurodollar Loan and having a maturity equal to such Interest Period.

"Eurodollar Loan" means a Loan which, except as otherwise provided in
Section 2.11, bears interest at the applicable Eurodollar Rate.

"Eurodollar Rate" means, with respect to a Eurodollar Advance for the relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base Rate applicable to such Interest Period, divided by (b) one minus the Reserve Requirement (expressed as a decimal) applicable to such Interest Period, plus
(ii) the Applicable Margin.

"Excluded Taxes" means, in the case of each Lender or applicable Lending Installation and the Agent, taxes imposed on its overall net income, and franchise taxes imposed on it, by (i)

the jurisdiction under the laws of which such Lender or the Agent is incorporated or organized or (ii) the jurisdiction in which the Agent's or such Lender's principal executive office or such Lender's applicable Lending Installation is located.

"Exhibit" refers to an exhibit to this Agreement, unless another document is specifically referenced.

"Existing Credit Agreements" means that certain Credit Agreement dated as of October 22, 1997 among the Borrower, Bank One, as agent, and the lenders named therein, and that certain Letter of Credit Agreement dated as of October 24, 2000 among the Borrower, TMK Re and Bank One, as agent and issuer, and the participants named therein, in each case as amended, restated, supplemented or otherwise modified from time to time.

"Facility Termination Date" means November 28, 2003 or any earlier date on which the Aggregate Commitment is reduced to zero or otherwise terminated pursuant to the terms hereof.

"Federal Funds Effective Rate" means, for any day, an interest rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago time) on such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by the Agent in its sole discretion.

"Five Year Agreement" means that certain Five Year Credit Agreement dated as of the date hereof among the Borrower, TMK, Re, Bank One, as agent, and the lenders party thereto, as from time to time amended, restated or modified.

"Floating Rate" means, for any day, a rate per annum equal to (i) the Alternate Base Rate for such day plus (ii) the Applicable Margin, in each case changing when and as the Alternate Base Rate changes.

"Floating Rate Advance" means an Advance which, except as otherwise provided in Section 2.11, bears interest at the Floating Rate.

"Floating Rate Loan" means a Loan which, except as otherwise provided in
Section 2.11, bears interest at the Floating Rate.

"Governmental Authority" means the federal government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government including, without limitation, any board of insurance, insurance department or insurance commissioner.

"Indebtedness" of a Person means, without duplication, such Person's (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of Property or services

(excluding accounts payable arising in the ordinary course of such Person's business payable on terms customary in the trade and obligations of Insurance Subsidiaries arising under insurance or annuity products), (iii) obligations, whether or not assumed, secured by Liens or payable out of the proceeds or production from property now or hereafter owned or acquired by such Person, (iv) obligations which are evidenced by notes, acceptances, or similar instruments,
(v) Capitalized Lease Obligations, (vi) net liabilities under interest rate swap, exchange or cap agreements, (vii) obligations for which such Person is obligated, contingently or otherwise, pursuant to or in respect of any Letter of Credit (including any unreimbursed amount in respect thereof) and (viii) Contingent Obligations, but excluding any indebtedness of the Borrower arising under or in connection with the Series A Preferred Securities Loan Agreement or the Junior Subordinated Debenture Purchase Agreement.

"Insurance Subsidiary" means any Subsidiary of the Borrower which is engaged in the life, health or accident insurance business.

"Interest Period" means, with respect to a Eurodollar Advance, a period of one, two, three or six months commencing on a Business Day selected by the Borrower pursuant to this Agreement. Such Interest Period shall end on the day which corresponds numerically to such date one, two, three or six months thereafter, provided, however, that if there is no such numerically corresponding day in such next, second, third or sixth succeeding month, such Interest Period shall end on the last Business Day of such next, second, third or sixth succeeding month. If an Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day, provided, however, that if said next succeeding Business Day falls in a new calendar month, such Interest Period shall end on the immediately preceding Business Day.

"Investment" of a Person means any loan, advance (other than commission, travel and similar advances to officers and employees made in the ordinary course of business), extension of credit (other than accounts receivable arising in the ordinary course of business on terms customary in the trade), deposit account or contribution of capital by such Person to any other Person or any investment in, or purchase or other acquisition of, the stock, partnership interests, notes, debentures or other securities of any other Person made by such Person.

"Junior Subordinated Debenture Purchase Agreement" means the Junior Subordinated Debenture Purchase Agreement dated as of November 2, 2001 between the Borrower and Torchmark Capital Trust I entered into in connection with the Trust Preferred Securities, as in effect on November 2, 2001.

"Lenders" means the lending institutions listed on the signature pages of this Agreement and their respective successors and assigns.

"Lending Installation" means, with respect to a Lender or the Agent, the office, branch, subsidiary or affiliate of such Lender or the Agent listed on the signature pages hereof or on a Schedule or otherwise selected by such Lender or the Agent pursuant to Section 2.17.

"Letter of Credit" of a Person means a letter of credit or similar instrument which is issued upon the application of such Person or upon which such Person is an account party or for which such Person is in any way liable.

"License" means any license, certificate of authority, permit or other authorization which is required to be obtained from a Governmental Authority in connection with the operation, ownership or transaction of insurance business.

"Lien" means any lien (statutory or other), security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement but excluding rights in agent balances which are sold in an Agent Balance Transaction).

"Loan" means, with respect to a Lender, such Lender's loan made pursuant to Article II (or any conversion or continuation thereof).

"Loan Documents" means this Agreement, any Notes issued hereunder and the other documents, certificates and agreements contemplated hereby and executed by the Borrower in favor of the Agent or any Lender.

"Material Adverse Effect" means a material adverse effect on (i) the business, Property, condition (financial or otherwise), results of operations, or prospects of the Borrower and its Subsidiaries taken as a whole, (ii) the ability of the Borrower to perform its obligations under the Loan Documents, or
(iii) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Agent or the Lenders thereunder.

"Modified Required Lenders" means Lenders in the aggregate having at least 75% of the Aggregate Commitment or, if the Aggregate Commitment has been terminated, Lenders in the aggregate holding at least 75% of the aggregate unpaid principal amount of the outstanding Advances.

"Moody's" means Moody's Investors Service, Inc., a Delaware corporation, together with any Person succeeding thereto by merger, consolidation or acquisition of all or substantially all of its assets, including substantially all of its business of rating securities.

"Multiemployer Plan" means a Plan maintained pursuant to a collective bargaining agreement or any other arrangement to which the Borrower or any member of the Controlled Group is a party to which more than one employer is obligated to make contributions.

"NAIC" means the National Association of Insurance Commissioners or any successor thereto, or in lieu thereof, any other association, agency or other organization performing advisory, coordination or other like functions among insurance departments, insurance commissions and similar Governmental Authorities of the various states of the United States of America toward the promotion of uniformity in the practices of such Governmental Authorities.

"Non-U.S. Lender" is defined in Section 3.5(iv).

"Note" is defined in Section 2.13(iv).

"Obligations" means all unpaid principal of and accrued and unpaid interest on the Loans, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Borrower to the Lenders or to any Lender, the Agent or any indemnified party arising under the Loan Documents.

"Other Taxes" is defined in Section 3.5(ii).

"Participants" is defined in Section 12.2.1.

"Payment and Guarantee Agreements" means, to the extent outstanding, collectively, (i) the Payment and Guarantee Agreement dated October 11, 1994, issued by the Borrower for the benefit of the holders of the Series A Preferred Securities, without giving effect to any amendments thereto and (ii) the Preferred Securities Guarantee Agreement dated November 2, 2001, issued by the Borrower for the benefit of the holders of the Trust Preferred Securities, without giving effect to any amendments thereto.

"Payment Date" means the last day of each March, June, September and December.

"PBGC" means the Pension Benefit Guaranty Corporation, or any successor thereto.

"Permitted Acquisition" means the Acquisition of any Person which has been approved and recommended by the board of directors (or the functional equivalent thereof) of the Person being acquired.

"Person" means any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.

"Plan" means an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code as to which the Borrower or any member of the Controlled Group may have any liability.

"Preferred Securities" means, to the extent outstanding, collectively, the Series A Preferred Securities and the Trust Preferred Securities.

"Pricing Schedule" means the Schedule attached hereto identified as such.

"Prime Rate" means a rate per annum equal to the prime rate of interest announced from time to time by Bank One or its parent (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes.

"Property" of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person.

"Purchasers" is defined in Section 12.3.1.

"Regulation D" means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor thereto or other regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System.

"Regulation U" means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by banks for the purpose of purchasing or carrying margin stocks applicable to member banks of the Federal Reserve System.

"Required Lenders" means Lenders in the aggregate having at least 51% of the Aggregate Commitment or, if the Aggregate Commitment has been terminated, Lenders in the aggregate holding at least 51% of the aggregate unpaid principal amount of the outstanding Advances.

"Reserve Requirement" means, with respect to an Interest Period, the maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves) which is imposed under Regulation D on Eurocurrency liabilities.

"Revolving Credit Termination Balance" means the aggregate principal amount of Advances outstanding on the Revolving Credit Termination Date after giving effect to any Advances made or repaid on such date.

"Revolving Credit Termination Date" means November 28, 2002 or any earlier date on which the Aggregate Commitment is reduced to zero or otherwise terminated pursuant to the terms hereof.

"SAP" means, with respect to any Insurance Subsidiary, the statutory accounting practices prescribed or permitted by the insurance commissioner (or other similar authority) as of the Closing Date in the jurisdiction of incorporation of such Insurance Subsidiary for the preparation of annual statements and other financial reports by insurance companies of the same type as such Insurance Subsidiary.

"Schedule" refers to a specific schedule to this Agreement, unless another document is specifically referenced.

"Section" means a numbered section of this Agreement, unless another document is specifically referenced.

"Series A Preferred Securities" means the 9.18% Preferred Securities, Series A, issued by Torchmark Capital L.L.C. on October 11, 1994.

"Series A Preferred Securities Loan Agreement" means the Loan Agreement dated as of October 11, 1994 between the Borrower and Torchmark Capital L.L.C. entered into in connection with the Series A Preferred Securities, as in effect on October 11, 1994.

"Significant Insurance Subsidiary" means any Significant Subsidiary which is an Insurance Subsidiary.

"Significant Subsidiary" of a Person means a "significant subsidiary" as defined in Rule 1-02(v) of Regulation S-X of the Securities and Exchange Commission (17 CFR Part 210). Unless otherwise expressly provided, all references herein to a "Significant Subsidiary" shall mean a Significant Subsidiary of the Borrower.

"Single Employer Plan" means a Plan maintained by the Borrower or any member of the Controlled Group for employees of the Borrower or any member of the Controlled Group.

"Subsidiary" of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, association, joint venture, limited liability company or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled. Unless otherwise expressly provided, all references herein to a "Subsidiary" shall mean a Subsidiary of the Borrower.

"Substantial Portion" means, with respect to the Property of the Borrower and its Subsidiaries, Property which (i) represents more than 10% of the consolidated assets of the Borrower and its Subsidiaries as would be shown in the consolidated financial statements of the Borrower and its Subsidiaries as at the beginning of the twelve-month period ending with the month in which such determination is made, or (ii) is responsible for more than 10% of the consolidated net sales or of the consolidated net income of the Borrower and its Subsidiaries as reflected in the financial statements referred to in clause (i) above.

"Taxes" means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and any and all liabilities with respect to the foregoing, but excluding Excluded Taxes and Other Taxes.

"TMK Re" means TMK Re, Ltd., a Bermuda reinsurance corporation and Wholly Owned Subsidiary of the Borrower.

"Transferee" is defined in Section 12.4.

"Trust Preferred Securities" means the 7 3/4% Trust Preferred Securities issued by Torchmark Capital Trust I on November 2, 2001.

"Type" means, with respect to any Advance, its nature as a Floating Rate Advance or a Eurodollar Advance.

"Unfunded Liabilities" means the amount (if any) by which the present value of all vested nonforfeitable benefits under all Single Employer Plans exceeds the fair market value of all such Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plans.

"Unmatured Default" means an event which but for the lapse of time or the giving of notice, or both, would constitute a Default.

"Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary all of the outstanding voting securities of which shall at the time be owned or controlled, directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of such Person, or (ii) any partnership, association, joint venture, limited liability company or similar business organization 100% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled. Unless otherwise expressly provided, all references herein to a "Wholly-Owned Subsidiary" shall mean a Wholly-Owned Subsidiary of the Borrower.

The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.

(b) The Borrower may, at its option, on up to two occasions, seek to increase the Aggregate Commitment by up to an aggregate amount of $75,000,000 (resulting in a maximum Aggregate Commitment of $400,000,000) upon at least three (3) Business Days' prior written notice to the Agent, which notice shall specify the amount of any such increase and shall be delivered at a time when no Default or Unmatured Default has occurred and is continuing. The Borrower may, after giving such notice, offer the increase (which may be declined by any Lender in its sole discretion) in the Aggregate Commitment on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Agent. No increase in the Aggregate Commitment shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrower shall have delivered to the Agent a document in form reasonably satisfactory to the Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrower accepts such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of an interest in each then outstanding Advance such

(i) the Borrowing Date, which shall be a Business Day, of such Advance,

(ii) the aggregate amount of such Advance,

(iii) the Type of Advance selected, and

(iv) in the case of each Eurodollar Advance, the Interest Period applicable thereto.

Not later than noon (Chicago time) on each Borrowing Date, each Lender shall make available its Loan or Loans in funds immediately available in Chicago to the Agent at its address specified pursuant to Article XIII. The Agent will make the funds so received from the Lenders available to the Borrower at the Agent's aforesaid address.

Section 2.7. Each Eurodollar Advance shall continue as a Eurodollar Advance until the end of the then applicable Interest Period therefor, at which time such Eurodollar Advance shall be automatically converted into a Floating Rate Advance unless (x) such Eurodollar Advance is or was repaid in accordance with
Section 2.7 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurodollar Advance continue as a Eurodollar Advance for the same or another Interest Period. Subject to the terms of Section 2.6, the Borrower may elect from time to time to convert all or any part of a Floating Rate Advance into a Eurodollar Advance. The Borrower shall give the Agent irrevocable notice (a "Conversion/Continuation Notice") of each conversion of a Floating Rate Advance into a Eurodollar Advance or continuation of a Eurodollar Advance not later than 10:00 a.m. (Chicago time) at least three Business Days prior to the date of the requested conversion or continuation, specifying:

(i) the requested date, which shall be a Business Day, of such conversion or continuation,

(ii) the aggregate amount and Type of the Advance which is to be converted or continued, and

(iii) the amount of such Advance which is to be converted into or continued as a Eurodollar Advance and the duration of the Interest Period applicable thereto.

Interest Period at the Eurodollar Rate otherwise applicable to such Interest Period plus 2% per annum and (ii) each Floating Rate Advance shall bear interest at a rate per annum equal to the Floating Rate in effect from time to time plus 2% per annum, provided that, during the continuance of a Default under Section 7.6 or 7.7, the interest rates set forth in clauses (i) and (ii) above shall be applicable to all Advances without any election or action on the part of the Agent or any Lender.

(ii) The Agent shall also maintain accounts in which it will record
(a) the amount of each Loan made hereunder, the Type thereof and the Interest Period with respect thereto, (b) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (c) the amount of any sum received by the Agent hereunder from the Borrower and each Lender's share thereof.

(iii) The entries maintained in the accounts maintained pursuant to paragraphs (i) and (ii) above shall be prima facie evidence of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Obligations in accordance with their terms.

(iv) Any Lender may request that its Loans be evidenced by a promissory note in substantially the form of Exhibit A (including any amendment, modification, renewal or replacement thereof, a "Note"). In such event, the Borrower shall prepare, execute and deliver to such Lender such Note payable to the order of such Lender. Thereafter, the Loans evidenced by such Note and interest thereon shall at all times (including after any assignment pursuant to Section 12.3) be represented by one or more Notes payable to the order of the payee named therein or any assignee pursuant to Section 12.3, except to the extent that any such Lender or assignee subsequently returns any such Note for cancellation and requests that such Loans once again be evidenced as described in

paragraphs (i) and (ii) above. Upon receipt of an affidavit of an officer of any Lender as to the loss, theft, destruction or mutilation of such Lender's Note, and, in the case of any such loss, theft destruction or mutilation, upon cancellation of such Note, the Borrower will issue, in lieu thereof, a replacement Note in the same principal amount thereof and otherwise of like tenor.

Notes issued hereunder shall be deemed held by each Lender for the benefit of any such Lending Installation. Each Lender may, by written notice to the Agent and the Borrower in accordance with Article XIII, designate replacement or additional Lending Installations through which Loans will be made by it and for whose account Loan payments are to be made.

(i) subjects any Lender or any applicable Lending Installation to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its Eurodollar Loans, or

(ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or

(iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Eurodollar Loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Eurodollar Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loans held or interest received by it, by an amount deemed material by such Lender,

and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation of making or maintaining its Eurodollar Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such Eurodollar Loans or Commitment, then, within 15 days of demand by such Lender, the Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction in amount received.

or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender or any Lending Installation or any corporation controlling any Lender. "Risk-Based Capital Guidelines" means (i) the risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

(ii) In addition, the Borrower hereby agrees to pay any present or future stamp or documentary taxes and any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any Note or from the execution or delivery of, or otherwise with respect to, this Agreement or any Note ("Other Taxes").

(iii) The Borrower hereby agrees to indemnify the Agent and each Lender for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed on amounts payable under this
Section 3.5) paid by the Agent or such Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Payments due under this indemnification shall be made within 30 days of the date the Agent or such Lender makes demand therefor pursuant to
Section 3.6.

(iv) Each Lender that is not incorporated under the laws of the United States of America or a state thereof (each a "Non-U.S. Lender") agrees that it will, not more than ten Business Days after the date of this Agreement, (i) deliver to each of the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, and (ii) deliver to each of the Borrower and the Agent a United States Internal Revenue Form W-8 or W-9, as the case may be, and certify that it is entitled to an exemption from United States backup withholding tax. Each Non-U.S. Lender further undertakes to deliver to each of the Borrower and the Agent (x) renewals or additional copies of such form (or any successor form) on or before the date that such form expires or becomes obsolete, and (y) after the occurrence of any event requiring a change in the most recent forms so delivered by it, such additional forms or amendments thereto as may be reasonably requested by the Borrower or the Agent. All forms or amendments described in the preceding sentence shall certify that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form or amendment with respect to it and such Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

(v) For any period during which a Non-U.S. Lender has failed to provide the Borrower with an appropriate form pursuant to clause (iv), above (unless such failure is due to a change in treaty, law or regulation, or any change in the interpretation or administration thereof by any governmental authority, occurring subsequent to the date on which a form originally was required to be provided), such Non-U.S. Lender shall not be entitled to indemnification under this Section 3.5 with respect to Taxes imposed by the United States; provided that, should a Non-U.S. Lender which is otherwise exempt from or subject to a reduced rate of withholding tax become subject to Taxes because of its failure to deliver a form required under clause (iv), above, the Borrower shall take such steps as such Non- U.S. Lender shall reasonably request to assist such Non-U.S. Lender to recover such Taxes.

(vi) Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments under this Agreement or any Note pursuant to the law of any relevant jurisdiction or any treaty shall deliver to the Borrower (with a copy to the Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate.

(vii) If the U.S. Internal Revenue Service or any other governmental authority of the United States or any other country or any political subdivision thereof asserts a claim that the Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered or properly completed, because such Lender failed to notify the Agent of a change in circumstances which rendered its exemption from withholding ineffective, or for any other reason), such Lender shall indemnify the Agent fully for all amounts paid, directly or indirectly, by the Agent as tax, withholding therefor, or otherwise, including penalties and interest, and including taxes imposed by any jurisdiction on amounts payable to the Agent under this subsection, together with all reasonable costs and expenses related thereto (including reasonable attorneys fees and reasonable time charges of attorneys for the Agent, which attorneys may be employees of the Agent). The obligations of the Lenders under this Section 3.5(vii) shall survive the payment of the Obligations and termination of this Agreement.

(i) Copies of the restated certificate of incorporation of the Borrower certified by the Secretary or an Assistant Secretary of the Borrower, together with good standing certificates issued as of a recent date by the Secretaries of State of Delaware and Alabama.

(ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws and Board of Directors' resolutions authorizing the execution of the Loan Documents.

(iii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.

(iv) A certificate, signed by the Chief Financial Officer or the Treasurer of the Borrower, stating that on the date hereof (a) no Default or Unmatured Default has occurred and is continuing and (b) each of the representations and warranties set forth in Article V of this Agreement is true and correct as of such date.

(v) A written opinion of Larry M. Hutchison, Executive Vice President and General Counsel of the Borrower, addressed to the Agent and the Lenders in form and substance reasonably satisfactory to the Agent and its counsel.

(vi) Notes payable to the order of each of the Lenders requesting the same.

(vii) Written money transfer instructions, in substantially the form of Exhibit "D" hereto, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.

(viii) The Existing Credit Agreements shall have been terminated and all amounts owing thereunder (including principal, interest and accrued fees) shall have been paid (or shall contemporaneously be paid) in full, and all reimbursement obligations in respect of letter of credit issued thereunder shall have been terminated.

(ix) Such other documents as any Lender or its counsel may have reasonably requested.

(i) There exists no Default or Unmatured Default.

(ii) The representations and warranties contained in Article V are true and correct as of such Borrowing Date (excluding the representation in
Section 5.5) except to

the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date.

(iii) All legal matters incident to the making of such Advance shall be satisfactory to the Lenders and their counsel.

Each Borrowing Notice with respect to each such Advance shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.2(i) and (ii) have been satisfied. Any Lender may require a duly completed compliance certificate in substantially the form of Exhibit B as a condition to making an Advance.

The Borrower represents and warrants to the Lenders that:

performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents.

During the term of this Agreement, unless the Required Lenders shall otherwise consent in writing:

(i) Within 90 days after the close of each of its fiscal years, an unqualified audit report certified by independent certified public accountants, acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a

statement of cash flows, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof.

(ii) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurer.

(iii) Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit "B" hereto signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof.

(iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA.

(v) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto.

(vi) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either (a) or
(b) above, could reasonably be expected to have a Material Adverse Effect.

(vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently

applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority.

(viii) Promptly upon the filing thereof, copies of all Forms 10-Q, 10-K and 8-K which the Borrower or any Subsidiary files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule "1", if any, as shall be necessary to cause Schedule "1" to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries.

(ix) Promptly upon the Borrower's receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary.

(x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by
A.M. Best & Co. in respect of any Insurance Subsidiary.

(xi) Such other information (including, without limitation, non- financial information) as the Agent or any Lender may from time to time reasonably request.

has been issued or adopted and which could reasonably be expected to have a Material Adverse Effect. Any such notice shall state that it is given pursuant to this Section 6.3.

Subsidiary, and to discuss the affairs, finances and accounts of the Borrower and each Subsidiary with, and to be advised as to the same by, their respective officers upon reasonable notice and at such reasonable times and intervals as the Lenders may designate

comparable arms-length transaction and (ii) any such other transactions, payments or transfers with or to such Affiliates as could not reasonably be expected to have a Material Adverse Effect.

The occurrence of any one or more of the following events shall constitute a Default:

consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6, (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7 or not pay, or admit in writing its inability to pay, its debts generally as they become due.

regulation, which, in either case, could reasonably be expected to have a Material Adverse Effect.

If, before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Modified Required Lenders (or, in the case of an automatic termination upon the occurrence of a Default under Section 7.6 or 7.7, all the Lenders), in their sole discretion, shall so direct, the Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

(i) Extend the Facility Termination Date or the Revolving Credit Termination Date, compromise or forgive the principal amount of any Loan, or reduce the rate of

interest or compromise or forgive payment of interest on any Loan, or reduce the amount of any fee payable hereunder.

(ii) Reduce the percentage specified in the definition of Required Lenders or Modified Required Lenders.

(iii) Increase the amount of the Commitment of any Lender hereunder (except pursuant to Section 2.5(b)), or permit the Borrower to assign its rights under this Agreement.

(iv) Amend this Section 8.2.

No amendment of any provision of this Agreement relating to the Agent shall be effective without the written consent of the Agent. The Agent may waive payment of the fee required under Section 12.3.2 without obtaining the consent of any other party to this Agreement.

Notwithstanding the foregoing, upon the execution and delivery of all documentation required by Section 2.5(b) to be delivered in connection with an increase to the Aggregate Commitment, the Agent, the Borrower and the new or existing Lenders whose Commitments have been affected may and shall enter into an amendment hereof (which shall be binding on all parties hereto) solely for the purpose of reflecting any new Lenders and their new Commitments and any increase in the Commitment of any existing Lender.

the Agent; (d) the existence or possible existence of any Default or Unmatured Default; (e) the validity, enforceability, effectiveness, sufficiency or genuineness of any Loan Document or any other instrument or writing furnished in connection therewith; (f) the value, sufficiency, creation, perfection or priority of any Lien in any collateral security; or (g) the financial condition of the Borrower or any guarantor of any of the Obligations or of any of the Borrower's or any such guarantor's respective Subsidiaries. The Agent shall have no duty to disclose to the Lenders information that is not required to be furnished by the Borrower to the Agent at such time, but is voluntarily furnished by the Borrower to the Agent (either in its capacity as Agent or in its individual capacity).

obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent and (ii) any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereof. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations and termination of this Agreement.

retiring Agent gives notice of its intention to resign. The Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders, a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders within thirty days after the resigning Agent's giving notice of its intention to resign, then the resigning Agent may appoint, on behalf of the Borrower and the Lenders, a successor Agent. Notwithstanding the previous sentence, the Agent may at any time without the consent of the Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Agent hereunder. If the Agent has resigned or been removed and no successor Agent has been appointed, the Lenders may perform all the duties of the Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Agent shall be deemed to be appointed hereunder until such successor Agent has accepted the appointment. Any such successor Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Agent. Upon the effectiveness of the resignation or removal of the Agent, the resigning or removed Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation or removal of an Agent, the provisions of this Article X shall continue in effect for the benefit of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder and under the other Loan Documents. In the event that there is a successor to the Agent by merger, or the Agent assigns its duties and obligations to an Affiliate pursuant to this
Section 10.12, then the term "Prime Rate" as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Agent.

of any Person, who at the time of making such request or giving such authority or consent is the owner of the rights to any Loan (whether or not a Note has been issued in evidence thereof), shall be conclusive and binding on any subsequent holder or assignee of the rights to such Loan.

other form as may be agreed to by the parties thereto. The consent of the Borrower and the Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof; provided, however, that if a Default has occurred and is continuing, the consent of the Borrower shall not be required. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof shall (unless each of the Borrower and the Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated).

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. This Agreement shall be effective when it has been executed by the Borrower, the Agent and the Lenders and each party has notified the Agent by facsimile transmission or telephone that it has taken such action.

DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER AGAINST THE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

[signature pages follow]

IN WITNESS WHEREOF, the Borrower, the Lenders and the Agent have executed this Agreement as of the date first above written.

TORCHMARK CORPORATION

By: /s/ Michael J. Klyce
   ----------------------------------

Title: Vice President and Treasurer
      -------------------------------
       2001 Third Avenue South
       Birmingham, Alabama  35233

Attention: Mr. Michael J. Klyce Vice President and Treasurer Telephone: (205) 325-2051 FAX: (205) 325-4157

Commitments
-----------

$52,000,000                               BANK ONE, NA,
                                          Individually and as Agent


                                          By: /s/ Marie E. Basbagill
                                             ----------------------------------

                                          Title: Associate
                                                -------------------------------
                                                  1 Bank One Plaza
                                                  Chicago, Illinois  60670

                                          Attention: Thomas W. Doddridge
                                          Telephone: (312) 732-3881

FAX: (312) 732-4033

Commitments
-----------

$52,000,000                             BANK OF AMERICA, N.A.,


                                        By: /s/ Garrett M. Dolt
                                           ------------------------------

                                        Title:  Vice President
                                              ---------------------------
                                                901 Main Street
                                                Dallas, Texas 75202

                                        Attention: Garrett Dolt
                                        Telephone:  (214) 209-2664

FAX: (214) 209-3742

Commitments
-----------

$39,000,000                             FLEET NATIONAL BANK,


                                        By: /s/ David A. Bosselait
                                           -------------------------------

                                        Title:  Director
                                              ----------------------------
                                                100 Federal Street
                                                MA DE 10010H
                                                Boston, Massachusetts 02110

                                        Attention: David A. Bosselait
                                        Telephone:   (617) 434-3778
                                        FAX:         (617) 434-1096

                                     -49-

Commitments
-----------

$39,000,000                             AMSOUTH BANK,


                                        By: /s/ David A. Simmons
                                           ------------------------------

                                        Title: Senior Vice President
                                               --------------------------
                                               1900 Fifth Avenue North
                                               Birmingham, Alabama 35203

Attention: David A. Simmons Telephone: (205) 326-5924 FAX: (205) 581-7479

Commitments
-----------

$26,000,000                             THE BANK OF NEW YORK


                                        By: /s/ David Trick
                                           -------------------------------

                                        Title: Vice President
                                              ----------------------------
                                               1 Wall Street, 17/th/ Floor
                                               New York, New York 10286

                                        Attention:  Linda Ventura
                                        Telephone:  (212) 635-6483

FAX: (212) 809-9520

Commitments
-----------

$26,000,000                             COMERICA BANK


                                        By: /s/ Gerald R. Finney, Jr.
                                           -------------------------------

                                        Title: Vice President
                                               ---------------------------

                                        Attention: Gerald Finney
                                        Telephone: (972) 361-2546

FAX: (972) 361-2550

Commitments
-----------

$26,000,000                             REGIONS BANK


                                        By: /s/ Shannon I. Dye
                                           -------------------------------

                                        Title: Vice President
                                              ----------------------------
                                               417 20th Street North, Suite 220
                                               Birmingham, Alabama 35203

                                        Attention: Shannon I. Dye
                                        Telephone: (205) 326-7864

FAX: (205) 326-7739

Commitments
-----------

$26,000,000                             SOUTHTRUST BANK


                                        By: /s/ W. Spencer Ragland
                                           -------------------------------

                                        Title: Vice President
                                              ----------------------------

                                        Attention: Spencer Ragland
                                        Telephone: (205) 254-4521

FAX: (205) 254-5911

Commitments
-----------

$20,800,000                             COMPASS BANK


                                        By: /s/ Alex Morton
                                           -------------------------------

                                        Title: Vice President
                                              ----------------------------
                                               15 South 20/th/ Street, Suite 201
                                               Birmingham, Alabama 35233

                                        Attention: Alex Morton
                                        Telephone: (205) 297-3294

FAX: (205) 297-3926

$13,000,000                         SUNTRUST BANK


                                    By:  /s/ Nathan Bickford
                                       --------------------------------------

                                    Title:  Assistant Vice President
                                          -----------------------------------
                                            303 Peachtree Street, 2nd Floor
                                            Atlanta, Georgia 30309

                                    Attention: Nathan Bickford
                                    Telephone:     (404) 658-4907
                                    FAX:           (404) 588-8833

                                      -56-

Commitments
-----------

$5,200,000                          UMB BANK, NA


                                    By:    /s/  David A. Proffitt
                                       ----------------------------------
                                    Title: Senior Vice President
                                          -------------------------------

Attention: David A. Proffitt Telephone: (816) 860-7935 FAX: (816) 860-7143

===============================================================================
                   Level I   Level II      Level III     Level IV    Level V
                   Status     Status        Status        Status      Status
-------------------------------------------------------------------------------
Borrower Debt       A+/A1      A/A2          A-/A3      BBB+/Baa1 ***BBB+/Baa1
   Rating
-------------------------------------------------------------------------------
  Applicable        .06%       .08%          .09%         .10%       .125%
  Facility Fee
     Rate
-------------------------------------------------------------------------------
  Applicable
   Margin
-------------------------------------------------------------------------------
Eurodollar Rate     .24%       .27%          .31%        .425%        .60%
-------------------------------------------------------------------------------
Floating Rate       0.0        0.0           0.0          0.0         0.0
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
Applicable          .05%      .075%          .10%         .10%        .15%
Utilization Fee
Rate * (***33%)
===============================================================================

Subject to the following two sentences, a particular Level Status shall exist on a particular day if on such day the Borrower does not qualify for a Level Status with more advantageous pricing and either the Moody's Rating or the S&P Rating is at least equal to the corresponding rating specified for such Level Status in the table above. In the event of a differential in Ratings of one level, Level Status shall be determined by reference to the higher of the two Ratings. In the event of a differential in Ratings of more than one level, the applicable Level Status shall be that Level Status one below the Level Status which would have been applicable had the lower Rating been the same as the higher Rating. The above ratings are in the format of S&P Rating/Moody's Rating.

* The Utilization Fee shall be payable only with respect to outstanding Advances on days when Utilization is greater than 33%. "Utilization" means, for any day, a percentage equal to the aggregate principal amount of Loans hereunder and "Loans" and "Reimbursement Obligations" (each as defined in the Five-Year Agreement) outstanding on such day (and at the close of business on such day if a Business Day) divided by the sum on such day of the Aggregate Commitment and the "Aggregate Commitment" under the Five Year Agreement; provided that for purposes of computing the Utilization Fee (a) the Aggregate Commitment shall be deemed to in no event be less than the aggregate outstanding principal amount of the Loans and (b) the "Aggregate Commitment" (as defined in the Five Year Agreement) shall be deemed to in no event be less than the aggregate outstanding principal amount of the "Loans" and "Reimbursement Obligations" (each as defined in the Five Year Agreement).

** Means less than
*** Means less than

For the purposes of this Schedule, the following terms have the following meanings, subject to the final paragraph of this Schedule:

"Level Status" means either Level I Status, Level II Status, Level III Status, Level IV Status or Level V Status.

"Moody's Rating" means, at any time, the Borrower Debt Rating issued by Moody's and then in effect.

"Rating" means Moody's Rating or S&P Rating.

"S&P Rating" means, at any time, the Borrower Debt Rating issued by S&P and then in effect.

The Applicable Margin and Applicable Fee Rate shall be determined in accordance with the foregoing table based on the Borrower's Status as determined from its then-current Moody's and S&P Ratings. The Rating in effect on any date for the purposes of this Schedule is that in effect at the close of business on such date. If at any time the Borrower has no Moody's Rating or no S&P Rating or the Borrower does not qualify for a Level Status with more advantageous pricing, Level V Status shall exist.

                                                            Percentage of
                                                            Voting Stock
Name of Significant               State of                  Owned by Borrower
 Subsidiary                       Incorporation             or Subsidiaries
-------------------------         -------------             -----------------

Globe Life And Accident
Insurance Company                 Delaware                  100%

Liberty National Life
Insurance Company                 Alabama                   100%

United American
Insurance Company                 Delaware                  100%

United Investors Life
Insurance Company                 Missouri                  100%

American Income Life
Insurance Company                 Indiana                   100%

                                        Jurisdictions
Significant                             in which
Insurance                               company holds                       Type of
Subsidiary                              active Licenses                     Insurance
----------                              ---------------                     ---------
Globe Life And Accident Insurance      All states except New York plus      Life and Accident
Company                                Guam and the District of Columbia    and Health

Liberty National Life Insurance        All states except New York plus      Life and Accident
Company                                Guam and the District of Columbia    and Health

United American Insurance Company      All states except New York plus      Life and Accident
                                       the District of Columbia, Puerto     and Health
                                       Rico and Canada

United Investors Life Insurance        All states except New York plus      Life and Accident
Company                                the District of Columbia             and Health

American Income Life Insurance         All states except New York plus      Life and Accident
Company                                New Zealand, Puerto Rico, the U.S.   and Health
                                       Virgin Islands, Canada, and the
                                       District of Columbia

TMK Re, Ltd.                           Bermuda                              Reinsurance

EXHIBIT A

NOTE

[$______________] [Date]

Torchmark Corporation, a Delaware corporation (the "Borrower"), promises to pay to the order of ____________________________________ (the "Lender") the lesser of the principal sum of ______________________ Dollars or the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of Bank One, NA in Chicago, Illinois, as Agent, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement.

The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder.

This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the 364-Day Credit Agreement dated as of November 30, 2001 (which, as it may be amended or modified and in effect from time to time, is herein called the "Agreement"), among the Borrower, the lenders party thereto, including the Lender, and Bank One, NA, as Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement.

TORCHMARK CORPORATION

By:______________________________
Print Name:______________________
Title:___________________________

                  Principal          Maturity         Principal
                  Amount of        of Interest         Amount         Unpaid
      Date          Loan              Period            Paid          Balance
--------------------------------------------------------------------------------

EXHIBIT B

COMPLIANCE CERTIFICATE

To: The Lenders parties to the
Credit Agreement Described Below

This Compliance Certificate is furnished pursuant to that certain 364- Day Credit Agreement dated as of November 30, 2001 (as amended, modified, renewed or extended from time to time, the "Agreement") among the Borrower, the lenders party thereto and The First National Bank of Chicago, as Agent for the Lenders. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected _____________________ of the Borrower;

2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements;

3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Default or Unmatured Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below; and

4. Schedule I attached hereto sets forth financial data and computations evidencing the Borrower's compliance with certain covenants of the Agreement, all of which data and computations are true, complete and correct.

Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event:

The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this ____ day of ____________, 20___.

SCHEDULE I TO COMPLIANCE CERTIFICATE

Schedule of Compliance as of ______________, 20__ with Provisions of 6.15, 6.16 and 6.17 of the Agreement

     A.    Consolidated Net Worth (consolidated shareholders' equity
           excluding the effect of the application of FAS 115)             $__


     B.    $2,216,253,000

     C.    Positive Consolidated Net Income for each fiscal quarter ending
           after September 30, 2001 X .25                                  $__

     D.    B plus C                                                        $__

     E.    A minus D (must be greater than or equal to 0)                  $__

           Complies _____________  Does Not Comply_____

2.   Section 6.16 - Ratio of Consolidated Total Indebtedness to Consolidated
     ---------------------------------------------------------- ------------
     Total Capitalization
     --------------------

A. Consolidated Total Indebtedness $__

B. Consolidated Capitalization

(i) Consolidated Net Worth (1A) $__

(ii) Consolidated Total Indebtedness (2A(v)) $__

(iii) Sum of (i) and (ii) $__

C. Ratio of A to B ___:1.0

D. Permitted Ratio Less than 0.4 to 1.0

Complies _______ Does Not Comply___

A. Consolidated Adjusted Net Income (for four fiscal quarters ended ________, 200__)

(i) Consolidated Net Income $__

(ii) Taxes $__

(iii) Consolidated Interest Expense $__

(iv) Sum of (i), (ii) and (iii) $__

B. Consolidated Interest Expense (3A(iii)) $__

C. Ratio of A to B ____to 1.0

D. Permitted Ratio Greater than 3.0 to 1.0

Complies____ Does Not Comply___

EXHIBIT C

ASSIGNMENT AGREEMENT

This Assignment Agreement (this "Assignment Agreement") between ___________ ____________ (the "Assignor") and ______________ (the "Assignee") is dated as of ___________, 20 __. The parties hereto agree as follows:

(ix) if applicable, attaches the forms prescribed by the Internal Revenue Service of the United States certifying that the Assignee is entitled to receive payments under the Loan Documents without deduction or withholding of any United States federal income taxes.

IN WITNESS WHEREOF, the duly authorized officers of the parties hereto have executed this Assignment Agreement by executing Schedule 1 hereto as of the date first above written.

SCHEDULE 1
to Assignment Agreement

1. Description and Date of Credit Agreement: 364-Day Credit Agreement dated as of November 30, 2001 among Torchmark Corporation, Bank One, NA, as agent, and the lenders party thereto.

2. Date of Assignment Agreement: _____________, 200____

3. Amounts (As of Date of Item 2 above):

          under the Assignment
          Agreement                    ________%

     b.   Amount of
          each Facility
          purchased
          under the Assignment
          Agreement                   $________

4.   Assignee's Commitment (or Loans
     with respect to terminated
     Commitments) purchased
     hereunder:                                $____________

5.   Proposed Effective Date:                  ___________________

6.   Non-standard Recordation Fee
     Arrangement                                    N/A
                                              [Assignor/Assignee
                                               to pay 100% of fee]
                                              [Fee waived by Agent]
Accepted and Agreed:

[NAME OF ASSIGNOR]                            [NAME OF ASSIGNEE]

By:________________________                   By:________________________
Title:_____________________                   Title:_____________________

ACCEPTED AND CONSENTED TO BY              ACCEPTED AND CONSENTED TO**** BY
TORCHMARK CORPORATION                     [NAME OF AGENT]

By:________________________               By:______________________________
Title:_____________________               Title:___________________________

* Insert specific facility names per Credit Agreement ** Percentage taken to 10 decimal places *** If fee is split 50-50, pick N/A as option **** Delete if not required by Credit Agreement

Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT

Attach Assignor's Administrative Information Sheet, which must include notice addresses for the Assignor and the Assignee

(Sample form shown below)

Name:_____________________________         Telephone No.:_____________________
Fax No.:__________________________         Telex No.:_________________________
                                           Answerback:________________________
Payment Information:
--------------------

Name & ABA # of Destination Bank:    _________________________________________
______
                                 _____________________________________________

Name:_____________________________         Telephone No.:_____________________
Fax No.:__________________________         Telex No.:_________________________
                                           Answerback:________________________


Key Operations Contacts:
-----------------------

Booking Installation:_____________         Booking Installation:______________
Name:_____________________________         Name:______________________________
Telephone No.:____________________         Telephone No.:_____________________
Fax No.:__________________________         Fax No.:___________________________
Telex No.:________________________         Telex No.:_________________________

Answerback:_______________________         Answerback:________________________

Payment Information:
--------------------

Name & ABA # of Destination Bank:     ________________________________________

___                                ___________________________________________

Initial Funding Contact:                 Subsequent Operations Contact:
-----------------------                  -----------------------------

Name:     _______________________        Name:________________________________
Telephone No.: (312)                     Telephone No.: (312)
              -------------------                     ------------------------
Fax No.:  (312)                          Fax No.: (312)
        -----------------------                   ----------------------------
                                   Bank One Telex No.: 190201 (Answerback:
                                                  ------------------------------
                                         FNBC UT)
                                         ---------------------------------------

Bank One Wire Instructions:       Bank One, NA, ABA # 071000013
--------------------------
                                  LS2 Incoming Account # 481152860000
                                  Ref:________________

Address for Notices for Bank One: 1 Bank One Plaza, Chicago, IL  60670
--------------------------------
                                  Attn: Agency Compliance Division, Suite IL1-
                                  0353
                                  Fax No. (312) 732-2038 or (312) 732-4339

EXHIBIT D
LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION

To Bank One, NA,
as Agent (the "Agent") under the Credit Agreement Described Below.

Re: 364-Day Credit Agreement, dated November 30, 2001 (as the same may be amended or modified, the "Credit Agreement"), among Torchmark Corporation (the "Borrower"), the Lenders named therein and the Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement.

The Agent is specifically authorized and directed to act upon the following standing money transfer instructions with respect to the proceeds of Advances or other extensions of credit from time to time until receipt by the Agent of a specific written revocation of such instructions by the Borrower, provided, however, that the Agent may otherwise transfer funds as hereafter directed in writing by the Borrower in accordance with Section 13.1 of the Credit Agreement or based on any telephonic notice made in accordance with Section 2.14 of the Credit Agreement.

Facility Identification Number(s)_______________________________________________

Customer/Account Name___________________________________________________________

Transfer Funds To_______________________________________________________________

For Account No._________________________________________________________________

Reference/Attention To__________________________________________________________

Authorized Officer (Customer Representative)      Date__________________________

____________________________________________      ______________________________
(Please Print)                                    Signature

Bank Officer Name                                 Date__________________________

___________________________________________       ______________________________
(Please Print)                                    Signature

(Deliver Completed Form to Credit Support Staff For Immediate Processing)

Exhibit 10(q)

FIVE YEAR $300,000,000 CREDIT AGREEMENT

DATED AS OF NOVEMBER 30, 2001

AMONG

TORCHMARK CORPORATION,

TMK RE, LTD.,

THE LENDERS,

BANK ONE, NA,
AS ADMINISTRATIVE AGENT,

BANK OF AMERICA, N.A.,
AS SYNDICATION AGENT,

FLEET NATIONAL BANK,
AS DOCUMENTATION AGENT

AND

AMSOUTH BANK,
AS DOCUMENTATION AGENT

BANC ONE CAPITAL MARKETS, INC.
JOINT LEAD ARRANGER AND SOLE BOOK MANAGER

BANC OF AMERICA SECURITIES LLC
JOINT LEAD ARRANGER

TABLE OF CONTENTS

                                                                                                  Page
                                                                                                  ----
ARTICLE I     DEFINITIONS........................................................................    1

ARTICLE II    THE CREDITS........................................................................   14

 2.1   Commitment................................................................................   14
 2.2   Required Payments; Termination............................................................   14
 2.3   Ratable Loans.............................................................................   14
 2.4   Types of Advances.........................................................................   14
 2.5   Facility Fee; Utilization Fee; Reductions in Aggregate Commitment.........................   14
 2.6   Minimum Amount of Each Advance............................................................   15
 2.7   Optional Principal Payments...............................................................   15
 2.8   Method of Selecting Types and Interest Periods for New Advances...........................   15
 2.9   Conversion and Continuation of Outstanding Advances.......................................   16
 2.10  Changes in Interest Rate, etc.............................................................   16
 2.11  Rates Applicable After Default............................................................   17
 2.12  Method of Payment.........................................................................   17
 2.13  Noteless Agreement; Evidence of Indebtedness..............................................   17
 2.14  Telephonic Notices........................................................................   18
 2.15  Interest Payment Dates; Interest and Fee Basis............................................   18
 2.16  Notification of Advances, Interest Rates, Prepayments and Commitment Reductions...........   19
 2.17  Lending Installations.....................................................................   19
 2.18  Non-Receipt of Funds by the Agent.........................................................   19
 2.19  Facility LCs..............................................................................   20
 2.20  Replacement of Lender.....................................................................   24

ARTICLE III   YIELD PROTECTION; TAXES............................................................   25

 3.1   Yield Protection..........................................................................   25
 3.2   Changes in Capital Adequacy Regulations...................................................   25
 3.3   Availability of Types of Advances.........................................................   26
 3.4   Funding Indemnification...................................................................   26
 3.5   Taxes.....................................................................................   26
 3.6   Lender Statements; Survival of Indemnity..................................................   28

ARTICLE IV    CONDITIONS PRECEDENT...............................................................   29

 4.1   Initial Credit Extension..................................................................   29
 4.2   Each Credit Extension.....................................................................   30

ARTICLE V     REPRESENTATIONS AND WARRANTIES.....................................................   30

  5.1  Corporate Existence and Standing..........................................................   31

TABLE OF CONTENTS

                                                                                                  Page
                                                                                                  ----
 5.2   Authorization and Validity................................................................   31
 5.3   No Conflict; Government Consent...........................................................   31
 5.4   Financial Statements......................................................................   31
 5.5   Material Adverse Change...................................................................   31
 5.6   Taxes.....................................................................................   32
 5.7   Litigation and Contingent Obligations.....................................................   32
 5.8   Subsidiaries..............................................................................   32
 5.9   ERISA.....................................................................................   32
 5.10  Accuracy of Information...................................................................   32
 5.11  Regulation U..............................................................................   33
 5.12  Material Agreements.......................................................................   33
 5.13  Compliance With Laws......................................................................   33
 5.14  Ownership of Properties...................................................................   33
 5.15  Investment Company Act....................................................................   33
 5.16  Public Utility Holding Company Act........................................................   33
 5.17  Insurance Licenses........................................................................   34
 5.18  Indebtedness..............................................................................   34
 5.19  Reserves..................................................................................   34
 5.20  Defaults..................................................................................   34

ARTICLE VI    COVENANTS..........................................................................   34

 6.1   Financial Reporting.......................................................................   34
 6.2   Use of Proceeds...........................................................................   36
 6.3   Certain Notices...........................................................................   36
 6.4   Conduct of Business.......................................................................   37
 6.5   Taxes.....................................................................................   37
 6.6   Insurance.................................................................................   37
 6.7   Compliance with Laws......................................................................   37
 6.8   Maintenance of Properties.................................................................   37
 6.9   Inspection................................................................................   38
 6.10  Merger....................................................................................   38
 6.11  Sale of Assets............................................................................   38
 6.12  Sale and Leaseback........................................................................   38
 6.13  Investments and Acquisitions..............................................................   38
 6.14  Liens.....................................................................................   38
 6.15  Consolidated Net Worth....................................................................   38
 6.16  Ratio of Consolidated Indebtedness to Consolidated Capitalization.........................   38
 6.17  Ratio of Consolidated Adjusted Net Income to Consolidated Interest Expense................   38
 6.18  Affiliates................................................................................   38
 6.19  Contingent Obligations....................................................................   39
 6.20  Series A Preferred Securities.............................................................   39

TABLE OF CONTENTS

                                                                                                  Page
                                                                                                  ----
ARTICLE VII   DEFAULTS.........................................................................     39

 7.1   Representations.........................................................................     39
 7.2   Non-Payment.............................................................................     39
 7.3   Specific Defaults.......................................................................     39
 7.4   Other Defaults..........................................................................     39
 7.5   Cross-Default...........................................................................     40
 7.6   Insolvency; Voluntary Proceedings.......................................................     40
 7.7   Involuntary Proceedings.................................................................     40
 7.8   Condemnation............................................................................     40
 7.9   Judgment................................................................................     40
 7.10  Unfunded Liabilities....................................................................     41
 7.11  Withdrawal Liability....................................................................     41
 7.12  Environmental...........................................................................     41
 7.13  Change in Control.......................................................................     41
 7.14  Default.................................................................................     41
 7.15  Guaranty................................................................................     41
 7.16  Solvency................................................................................     41
 7.17  Licenses................................................................................     41

ARTICLE VIII  ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES...................................     42

 8.1   Acceleration; Facility LC Collateral Account............................................     42
 8.2   Amendments..............................................................................     43
 8.3   Preservation of Rights..................................................................     43

ARTICLE IX    GENERAL PROVISIONS...............................................................     44

 9.1   Survival of Representations.............................................................     44
 9.2   Governmental Regulation.................................................................     44
 9.3   Headings................................................................................     44
 9.4   Entire Agreement........................................................................     44
 9.5   Several Obligations; Benefits of this Agreement.........................................     44
 9.6   Expenses; Indemnification...............................................................     44
 9.7   Numbers of Documents....................................................................     45
 9.8   Accounting..............................................................................     45
 9.9   Severability of Provisions..............................................................     45
 9.10  Nonliability of Lenders.................................................................     45
 9.11  Confidentiality.........................................................................     46
 9.12  Nonreliance.............................................................................     46
 9.13  Disclosure..............................................................................     46

TABLE OF CONTENTS

                                                                                                    Page
                                                                                                    ----
ARTICLE X     THE AGENT.............................................................................  46

   10.1   Appointment; Nature of Relationship.......................................................  46
   10.2   Powers....................................................................................  46
   10.3   General Immunity..........................................................................  47
   10.4   No Responsibility for Loans, Recitals, etc................................................  47
   10.5   Action on Instructions of Lenders.........................................................  47
   10.6   Employment of Agents and Counsel..........................................................  47
   10.7   Reliance on Documents; Counsel............................................................  48
   10.8   Agent's Reimbursement and Indemnification.................................................  48
   10.9   Notice of Default.........................................................................  48
   10.10  Rights as a Lender........................................................................  48
   10.11  Lender Credit Decision....................................................................  49
   10.12  Successor Agent...........................................................................  49
   10.13  Agent and Arranger Fees...................................................................  50
   10.14  Delegation to Affiliates..................................................................  50
   10.15  Documentation Agents, Syndication Agent, etc..............................................  50

ARTICLE XI    SETOFF; RATABLE PAYMENTS..............................................................  50

   11.1   Setoff....................................................................................  50
   11.2   Ratable Payments..........................................................................  50

ARTICLE XII   BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS.....................................  51

   12.1   Successors and Assigns....................................................................  51
   12.2   Participations............................................................................  51
     12.2.1  Permitted Participants; Effect.........................................................  51
     12.2.2  Voting Rights..........................................................................  52
     12.2.3  Benefit of Setoff......................................................................  52
   12.3   Assignments...............................................................................  52
     12.3.1  Permitted Assignments..................................................................  52
     12.3.2  Effect; Effective Date.................................................................  52
   12.4   Dissemination of Information..............................................................  53
   12.5   Tax Treatment.............................................................................  53

ARTICLE XIII  GUARANTY..............................................................................  53

   13.1  Guaranty of Payment........................................................................  53
   13.2  Acceptance of Guaranty; No Setoffs.........................................................  53
   13.3  Nature of Guaranty; Continuing, Absolute and Unconditional.................................  54
   13.4  Dealings with TMK Re.......................................................................  55
   13.5  Subrogation................................................................................  55

TABLE OF CONTENTS

                                                                                                      Page
                                                                                                      ----
   13.6   Collateral.................................................................................  55
   13.7   Rights to Payments, Etc....................................................................  56
   13.8   No Waiver..................................................................................  56
   13.9   Setoff.....................................................................................  56
   13.10  Severability...............................................................................  57
   13.11  Miscellaneous..............................................................................  57

ARTICLE XIV   NOTICES................................................................................  57

   14.1   Notices....................................................................................  57
   14.2   Change of Address..........................................................................  57

ARTICLE XV    COUNTERPARTS...........................................................................  58


ARTICLE XVI   CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL...........................  58
   16.1   CHOICE OF LAW..............................................................................  58
   16.2   CONSENT TO JURISDICTION....................................................................  58
   16.3   WAIVER OF JURY TRIAL.......................................................................  58
__________________________________________________...................................................   1

Schedule 1     Significant Subsidiaries
Schedule 2     Insurance Licenses
Schedule 3     Existing Letters of Credit

Exhibits
--------

Exhibit A      Note
Exhibit B      Compliance Certificate
Exhibit C      Assignment
Exhibit D      Money Transfer Instructions

FIVE YEAR CREDIT AGREEMENT

This Agreement, dated as of November 30, 2001, is among Torchmark Corporation, TMK Re, Ltd., the Lenders and Bank One, NA, a national banking association having its principal office in Chicago, Illinois, as LC Issuer and as Agent. The parties hereto agree as follows:

A. The Credit Parties have requested the Lenders to make financial accommodations to them in the aggregate principal amount of up to $300,000,000, the proceeds of which will be used (i) for the general corporate purposes of the Borrower and its Subsidiaries (including repayment of maturing commercial paper Indebtedness) and (ii) for the issuance of standby letters of credit for the Credit Parties and their subsidiaries;

B. The Borrower owns all of the outstanding capital stock of TMK Re and will receive substantial and direct benefits from the extensions of credit to TMK Re contemplated by this Agreement and is entering into this Agreement to, among other things, induce the Agent, the LC Issuer and the Lenders to enter into this Agreement and provide Facility LCs to TMK Re hereunder; and

C. The Lenders are willing to extend such financial accommodations on the terms and conditions set forth herein.

As used in this Agreement:

"Acquisition" means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which any Credit Party or any of its Subsidiaries (i) acquires any going business or all or substantially all of the assets of any firm, corporation or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding partnership interests of a partnership.

"Advance" means a borrowing hereunder, (i) made by the Lenders on the same Borrowing Date, or (ii) converted or continued by the Lenders on the same date of conversion or continuation, consisting, in either case, of the aggregate amount of the several Loans of the same Type and, in the case of Eurodollar Loans, for the same Interest Period.

"Affiliate" of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities (or other ownership interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise.

"Agent" means Bank One in its capacity as contractual representative of the Lenders pursuant to Article X, and not in its individual capacity as a Lender, and any successor Agent appointed pursuant to Article X.

"Agent Balance Transaction" means one or more receivables sales transactions with respect to receivables arising out of advances made by AIL to insurance agents in connection with life insurance policies underwritten by AIL.

"Aggregate Commitment" means the aggregate of the Commitments of all the Lenders, as reduced from time to time pursuant to the terms hereof.

"Aggregate Outstanding Credit Exposure" means, at any time, the aggregate of the Outstanding Credit Exposure of all the Lenders.

"Agreement" means this credit agreement, as it may be amended or modified and in effect from time to time.

"Agreement Accounting Principles" means generally accepted accounting principles as in effect from time to time, applied in a manner consistent with that used in preparing the financial statements referred to in Section 5.4.

"AIL" means American Income Life Insurance Company, an Indiana insurance company.

"Alternate Base Rate" means, for any day, a rate of interest per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of the Federal Funds Effective Rate for such day plus 1/2% per annum.

"Annual Statement" means the annual statutory financial statement of any Insurance Subsidiary required to be filed with the insurance commissioner (or similar authority) of its jurisdiction of incorporation, which statement shall be in the form required by such Insurance Subsidiary's jurisdiction of incorporation or, if no specific form is so required, in the form of financial statements recommended by the NAIC to be used for filing annual statutory financial statements and shall contain the type of information recommended by the NAIC to be disclosed therein, together with all exhibits or schedules filed therewith.

"Applicable Facility Fee Rate" means, at any time, the percentage determined in accordance with the Pricing Schedule at such time. The Applicable Facility Fee Rate shall change as and when the Borrower Debt Rating changes. The initial Applicable Facility Fee Rate shall be .11%.

"Applicable Facility LC Rate" means, at any time, the percentage determined in accordance with the Pricing Schedule at such time. The Applicable Facility LC Rate shall change as and when the Borrower Debt Rating changes. The initial Applicable Facility LC Rate shall be .29%.

"Applicable Margin" means, with respect to Advances of any Type at any time, the percentage rate per annum which is applicable at such time with respect to Advances of such Type as set forth in the Pricing Schedule.

"Applicable Utilization Fee Rate" means, at any time, the percentage determined in accordance with the Pricing Schedule at such time. The Applicable Utilization Fee Rate shall change as and when the Borrower Debt Rating changes.

"Arrangers" means (i) Banc One Capital Markets, Inc., a Delaware corporation, and its successors, in its capacity as Joint Lead Arranger and Sole Book Runner and (ii) Banc of America Securities LLC, a Delaware corporation, and its successors, in its capacity as Joint Lead Arranger.

"Article" means an article of this Agreement unless another document is specifically referenced.

"Authorized Officer" means any of the Chairman, Vice Chairman, President, Chief Financial Officer, Chief Accounting Officer, Treasurer, any Vice President or any Assistant Treasurer of any Credit Party, acting singly.

"Available Aggregate Commitment" means, at any time, the Aggregate Commitment then in effect minus the Aggregate Outstanding Credit Exposure at such time.

"Bank One" means Bank One, NA, a national banking association having its principal office in Chicago, Illinois, in its individual capacity, and its successors.

"Borrower" means Torchmark Corporation, a Delaware corporation, and its successors and assigns.

"Borrower Debt Rating" means the senior unsecured long term debt (without third party credit enhancement) rating of the Borrower as determined by a rating agency identified on the Pricing Schedule.

"Borrowing Date" means a date on which an Advance is made hereunder.

"Borrowing Notice" is defined in Section 2.8.

"Business Day" means (i) with respect to any borrowing, payment or rate selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago and New York for the conduct of substantially all of their commercial lending activities, interbank wire transfers can be made on the Fedwire system and dealings in United

States dollars are carried on in the London interbank market and (ii) for all other purposes, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago for the conduct of substantially all of their commercial lending activities and interbank wire transfers can be made on the Fedwire system.

"Capitalized Lease" of a Person means any lease of Property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

"Capitalized Lease Obligations" of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

"Ceding Company" means an insurance or reinsurance Wholly-Owned Subsidiary of the Borrower that has, pursuant to an Insurance Contract or a Reinsurance Contract with TMK Re, agreed with TMK Re that TMK Re, as reinsurer, shall assume certain liabilities of such insurance or reinsurance company under an Insurance Contract.

"Change in Control" means the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 20% or more of the outstanding shares of voting stock of the Borrower.

"Code" means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.

"Collateral Shortfall Amount" is defined in Section 8.1(i).

"Commitment" means, for each Lender, the obligation of such Lender to make Loans to the Borrower, and participate in Facility LCs issued upon the application of any Credit Party, in an aggregate amount not exceeding the amount set forth opposite its name on the signature pages hereto, as it may be modified as a result of any assignment that has become effective pursuant to Section 12.3.2 or as otherwise modified from time to time pursuant to the terms hereof.

"Condemnation" is defined in Section 7.8.

"Consolidated Adjusted Net Income" means, for any period of calculation, Consolidated Net Income plus (to the extent deducted in determining Consolidated Net Income) (i) the provision for taxes in respect of, or measured by, income or excess profits and (ii) Consolidated Interest Expense, in each case calculated for such period for the Borrower and its Subsidiaries on a consolidated basis in accordance with Agreement Accounting Principles.

"Consolidated Capitalization" means, at any date of determination, the sum of (i) Consolidated Net Worth as at such date plus (ii) Consolidated Indebtedness as at such date.

"Consolidated Indebtedness" means the Indebtedness of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with Agreement Accounting Principles.

"Consolidated Interest Expense" means, for any period of calculation, interest expense, whether paid or accrued, of the Borrower and its Subsidiaries calculated on a consolidated basis in accordance with Agreement Accounting Principles.

"Consolidated Net Income" means, for any period of calculation, the net income of the Borrower and its Subsidiaries calculated on a consolidated basis in accordance with Agreement Accounting Principles consistently applied.

"Consolidated Net Worth" means, at any date of determination, the amount of consolidated common and preferred shareholders' equity of the Borrower and its Subsidiaries (including, without limitation, the Preferred Securities), determined as at such date in accordance with Agreement Accounting Principles; provided, however, that the effect of the application of FAS 115 shall be excluded when computing Consolidated Net Worth.

"Contingent Obligation" of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, operating agreement, take-or-pay contract or application for a Letter of Credit, but excluding (i) the endorsement of instruments for deposit or collection in the ordinary course of business, (ii) the Payment and Guarantee Agreements and (iii) obligations arising in connection with the Agent Balance Transaction.

"Controlled Group" means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with any Credit Party or any of its Subsidiaries, are treated as a single employer under Section 414 of the Code.

"Conversion/Continuation Notice" is defined in Section 2.9.

"Credit Extension" means the making of an Advance or the issuance of a Facility LC hereunder."

"Credit Extension Date" means the Borrowing Date for an Advance or the issuance date for a Facility LC.

"Credit Party" means each and either of the Borrower or TMK Re, individually, and "LC Parties" means, collectively, the Borrower and TMK Re.

"Default" means an event described in Article VII.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued thereunder.

"Eurodollar Advance" means an Advance which, except as otherwise provided in Section 2.11, bears interest at the applicable Eurodollar Rate.

"Eurodollar Base Rate" means, with respect to a Eurodollar Advance for the relevant Interest Period, the applicable British Bankers' Association Interest Settlement Rate for deposits in U.S. dollars appearing on Reuters Screen FRBD as of 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, and having a maturity equal to such Interest Period, provided that, (i) if Reuters Screen FRBD is not available to the Agent for any reason, the applicable Eurodollar Base Rate for the relevant Interest Period shall instead be the applicable British Bankers' Association Interest Settlement Rate for deposits in U.S. dollars as reported by any other generally recognized financial information service as of 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, and having a maturity equal to such Interest Period, and (ii) if no such British Bankers' Association Interest Settlement Rate is available to the Agent, the applicable Eurodollar Base Rate for the relevant Interest Period shall instead be the rate determined by the Agent to be the rate at which Bank One or one of its Affiliate banks offers to place deposits in U.S. dollars with first-class banks in the London interbank market at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, in the approximate amount of Bank One's relevant Eurodollar Loan and having a maturity equal to such Interest Period.

"Eurodollar Loan" means a Loan which, except as otherwise provided in
Section 2.11, bears interest at the applicable Eurodollar Rate.

"Eurodollar Rate" means, with respect to a Eurodollar Advance for the relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base Rate applicable to such Interest Period, divided by (b) one minus the Reserve Requirement (expressed as a decimal) applicable to such Interest Period, plus
(ii) the Applicable Margin.

"Excluded Taxes" means, in the case of each Lender or applicable Lending Installation and the Agent, taxes imposed on its overall net income, and franchise taxes imposed on it, by (i) the jurisdiction under the laws of which such Lender or the Agent is incorporated or organized or (ii) the jurisdiction in which the Agent's or such Lender's principal executive office or such Lender's applicable Lending Installation is located.

"Exhibit" refers to an exhibit to this Agreement, unless another document is specifically referenced.

"Existing Credit Agreements" means that certain Credit Agreement dated as of October 22, 1997 among the Borrower, Bank One, as agent, and the lenders named therein, and that certain Letter of Credit Agreement dated as of October 24, 2000 among the Borrower, TMK Re and Bank One, as agent and issuer, and the participants named therein, in each case as amended, restated, supplemented or otherwise modified from time to time.

"Existing Letters of Credit" means the currently outstanding letters of credit identified on Schedule "3" hereto.

"Facility LC" is defined in Section 2.19.1.

"Facility LC Application" is defined in Section 2.19.3.

"Facility LC Collateral Account" is defined in Section 2.19.11.

"Facility Termination Date" means November 30, 2006 or any earlier date on which the Aggregate Commitment is reduced to zero or otherwise terminated pursuant to the terms hereof.

"Federal Funds Effective Rate" means, for any day, an interest rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago time) on such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by the Agent in its sole discretion.

"Floating Rate" means, for any day, a rate per annum equal to (i) the Alternate Base Rate for such day plus (ii) the Applicable Margin, in each case changing when and as the Alternate Base Rate changes.

"Floating Rate Advance" means an Advance which, except as otherwise provided in Section 2.11, bears interest at the Floating Rate.

"Floating Rate Loan" means a Loan which, except as otherwise provided in
Section 2.11, bears interest at the Floating Rate.

"Governmental Authority" means the federal government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government including, without limitation, any board of insurance, insurance department or insurance commissioner.

"Guaranty" means the provisions of Article XIII hereof and the rights and obligations of the Borrower thereunder.

"Indebtedness" of a Person means, without duplication, such Person's (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of Property or services (excluding accounts payable arising in the ordinary course of such Person's business payable on terms customary in the trade and obligations of Insurance Subsidiaries arising under insurance or annuity products), (iii) obligations, whether or not assumed, secured by Liens or payable out of the proceeds or production from property now or hereafter owned or acquired by such Person, (iv) obligations which are evidenced by notes, acceptances, or similar instruments, (v)

Capitalized Lease Obligations, (vi) net liabilities under interest rate swap, exchange or cap agreements, (vii) obligations for which such Person is obligated, contingently or otherwise, pursuant to or in respect of any Letter of Credit (including any unreimbursed amount in respect thereof) and (viii) Contingent Obligations, but excluding any indebtedness of the Borrower arising under or in connection with the Series A Preferred Securities Loan Agreement or the Junior Subordinated Debenture Purchase Agreement.

"Insurance Contract" means an insurance contract or reinsurance contract entered into by a Ceding Company.

"Insurance Subsidiary" means any Subsidiary of the Borrower which is engaged in the life, health or accident insurance business, including TMK Re.

"Interest Period" means, with respect to a Eurodollar Advance, a period of one, two, three or six months commencing on a Business Day selected by the Borrower pursuant to this Agreement. Such Interest Period shall end on the day which corresponds numerically to such date one, two, three or six months thereafter, provided, however, that if there is no such numerically corresponding day in such next, second, third or sixth succeeding month, such Interest Period shall end on the last Business Day of such next, second, third or sixth succeeding month. If an Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day, provided, however, that if said next succeeding Business Day falls in a new calendar month, such Interest Period shall end on the immediately preceding Business Day.

"Investment" of a Person means any loan, advance (other than commission, travel and similar advances to officers and employees made in the ordinary course of business), extension of credit (other than accounts receivable arising in the ordinary course of business on terms customary in the trade), deposit account or contribution of capital by such Person to any other Person or any investment in, or purchase or other acquisition of, the stock, partnership interests, notes, debentures or other securities of any other Person made by such Person.

"Junior Subordinated Debenture Purchase Agreement" means the Junior Subordinated Debenture Purchase Agreement dated as of November 2, 2001 between the Borrower and Torchmark Capital Trust I entered into in connection with the Trust Preferred Securities, as in effect on November 2, 2001.

"LC Fee" is defined in Section 2.19.4.

"LC Issuer" means Bank One (or any subsidiary or affiliate of Bank One designated by Bank One) in its capacity as issuer of Facility LCs hereunder.

"LC Obligations" means, at any time, the sum, without duplication, of (i) the aggregate undrawn stated amount under all Facility LCs outstanding at such time plus (ii) the aggregate unpaid amount at such time of all Reimbursement Obligations.

"LC Payment Date" is defined in Section 2.19.5.

"Lenders" means the lending institutions listed on the signature pages of this Agreement and their respective successors and assigns.

"Lending Installation" means, with respect to a Lender or the Agent, the office, branch, subsidiary or affiliate of such Lender or the Agent listed on the signature pages hereof or on a Schedule or otherwise selected by such Lender or the Agent pursuant to Section 2.17.

"Letter of Credit" of a Person means a letter of credit or similar instrument which is issued upon the application of such Person or upon which such Person is an account party or for which such Person is in any way liable.

"License" means any license, certificate of authority, permit or other authorization which is required to be obtained from a Governmental Authority in connection with the operation, ownership or transaction of insurance business.

"Lien" means any lien (statutory or other), security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement but excluding rights in agent balances which are sold in an Agent Balance Transaction).

"Loan" means, with respect to a Lender, such Lender's loan made pursuant to Article II (or any conversion or continuation thereof).

"Loan Documents" means this Agreement, the Facility LC Applications, any Notes issued hereunder and the other documents, certificates and agreements contemplated hereby and executed by the Borrower in favor of the Agent or any Lender.

"Material Adverse Effect" means a material adverse effect on (i) the business, Property, condition (financial or otherwise), results of operations, or prospects of TMK Re or of the Borrower and its Subsidiaries taken as a whole,
(ii) the ability of any Credit Party to perform its obligations under the Loan Documents, or (iii) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Agent, the LC Issuer or the Lenders thereunder.

"Modified Required Lenders" means Lenders in the aggregate having at least 75% of the Aggregate Commitment or, if the Aggregate Commitment has been terminated, Lenders in the aggregate holding at least 75% of the Aggregate Outstanding Credit Exposure.

"Modify" and "Modification" are defined in Section 2.19.1.

"Moody's" means Moody's Investors Service, Inc., a Delaware corporation, together with any Person succeeding thereto by merger, consolidation or acquisition of all or substantially all of its assets, including substantially all of its business of rating securities.

"Multiemployer Plan" means a Plan maintained pursuant to a collective bargaining agreement or any other arrangement to which the Borrower or any member of the Controlled Group is a party to which more than one employer is obligated to make contributions.

"NAIC" means the National Association of Insurance Commissioners or any successor thereto, or in lieu thereof, any other association, agency or other organization performing advisory, coordination or other like functions among insurance departments, insurance commissions and similar Governmental Authorities of the various states of the United States of America toward the promotion of uniformity in the practices of such Governmental Authorities.

"Non-U.S. Lender" is defined in Section 3.5(iv).

"Note" is defined in Section 2.13(iv).

"Obligations" means all unpaid principal of and accrued and unpaid interest on the Loans, all Reimbursement Obligations, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of any Credit Party to the Lenders or to any Lender, the Agent, the LC Issuer or any indemnified party arising under the Loan Documents.

"Other Taxes" is defined in Section 3.5(ii).

"Outstanding Credit Exposure" means, as to any Lender at any time, the sum of (i) the aggregate principal amount of its Loans outstanding at such time, plus (ii) an amount equal to its ratable (determined pursuant to Section 2.19.2) share of the LC Obligations at such time.

"Participants" is defined in Section 12.2.1.

"Payment and Guarantee Agreements" means, to the extent outstanding, collectively, (i) the Payment and Guarantee Agreement dated October 11, 1994, issued by the Borrower for the benefit of the holders of the Series A Preferred Securities, without giving effect to any amendments thereto and (ii) the Preferred Securities Guarantee Agreement dated November 2, 2001, issued by the Borrower for the benefit of the holders of the Trust Preferred Securities, without giving effect to any amendments thereto.

"Payment Date" means the last day of each March, June, September and December.

"PBGC" means the Pension Benefit Guaranty Corporation, or any successor thereto.

"Permitted Acquisition" means the Acquisition of any Person which has been approved and recommended by the board of directors (or the functional equivalent thereof) of the Person being acquired.

"Person" means any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.

"Plan" means an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code as to which any Credit Party or any member of the Controlled Group may have any liability.

"Preferred Securities" means, to the extent outstanding, collectively, the Series A Preferred Securities and the Trust Preferred Securities.

"Pricing Schedule" means the Schedule attached hereto identified as such.

"Prime Rate" means a rate per annum equal to the prime rate of interest announced from time to time by Bank One or its parent (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes.

"Property" of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person.

"Pro Rata Share" means, with respect to a Lender, a portion equal to a fraction the numerator of which is such Lender's Commitment (or, after the Aggregate Commitment has been terminated, such Lender's Outstanding Credit Exposure) and the denominator of which is the Aggregate Commitment (or, after the Aggregate Commitment has been terminated, the Aggregate Outstanding Credit Exposure).

"Purchasers" is defined in Section 12.3.1.

"Regulation D" means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor thereto or other regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System.

"Regulation U" means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by banks for the purpose of purchasing or carrying margin stocks applicable to member banks of the Federal Reserve System.

"Reimbursement Obligations" means, at any time, the aggregate of all obligations of any Credit Party then outstanding under Section 2.19 to reimburse the LC Issuer for amounts paid by the LC Issuer in respect of any one or more drawings under Facility LCs.

"Reinsurance Contract" means a reinsurance contract between TMK Re, as reinsurer, and a Ceding Company pursuant to which TMK Re, as reinsurer, assumes certain liabilities of the Ceding Company with respect to one or more Insurance Contracts.

"Reportable Event" means a reportable event as defined in Section 4043 of ERISA and the regulations issued under such section, with respect to a Plan, excluding, however, such events as to which the PBGC has by regulation waived the requirement of Section 4043(a) of ERISA

"Required Lenders" means Lenders in the aggregate having at least 51% of the Aggregate Commitment or, if the Aggregate Commitment has been terminated, Lenders in the aggregate holding at least 51% of the Aggregate Outstanding Credit Exposure.

"Reserve Requirement" means, with respect to an Interest Period, the maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves) which is imposed under Regulation D on Eurocurrency liabilities.

"SAP" means, with respect to any Insurance Subsidiary, the statutory accounting practices prescribed or permitted by the insurance commissioner (or other similar authority) as of the date hereof in the jurisdiction of incorporation of such Insurance Subsidiary for the preparation of annual statements and other financial reports by insurance companies of the same type as such Insurance Subsidiary.

"Schedule" refers to a specific schedule to this Agreement, unless another document is specifically referenced.

"Section" means a numbered section of this Agreement, unless another document is specifically referenced.

"Series A Preferred Securities" means the 9.18% Preferred Securities, Series A, issued by Torchmark Capital L.L.C. on October 11, 1994.

"Series A Preferred Securities Loan Agreement" means the Loan Agreement dated as of October 11, 1994 between the Borrower and Torchmark Capital L.L.C. entered into in connection with the Series A Preferred Securities, as in effect on October 11, 1994.

"Significant Insurance Subsidiary" means any Significant Subsidiary which is an Insurance Subsidiary.

"Significant Subsidiary" of a Person means a "significant subsidiary" as defined in Rule 1-02(v) of Regulation S-X of the Securities and Exchange Commission (17 CFR Part 210). Unless otherwise expressly provided, all references herein to a "Significant Subsidiary" shall mean a Significant Subsidiary of the Borrower.

"Single Employer Plan" means a Plan maintained by any Credit Party or any member of the Controlled Group for employees such Credit Party or any member of the Controlled Group.

"Solvent" means, when used with respect to a Person, that (a) the fair saleable value of the assets of such Person is in excess of the total amount of the present value of its liabilities (including for purposes of this definition all liabilities (including loss reserves as determined by

such Person), whether or not reflected on a balance sheet prepared in accordance with Agreement Accounting Principles and whether direct or indirect, fixed or contingent, secured or unsecured, disputed or undisputed), (b) such Person is able to pay its debts or obligations in the ordinary course as they mature and
(c) such Person does not have unreasonably small capital to carry out its business as conducted and as proposed to be conducted.

"Subsidiary" of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, association, joint venture, limited liability company or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled. Unless otherwise expressly provided, all references herein to a "Subsidiary" shall mean a Subsidiary of the Borrower.

"Substantial Portion" means, with respect to the Property of any Credit Party and its Subsidiaries, Property which (i) represents more than 10% of the consolidated assets of such Credit Party and its Subsidiaries as would be shown in the consolidated financial statements of the Borrower and its Subsidiaries as at the beginning of the twelve-month period ending with the month in which such determination is made, or (ii) is responsible for more than 10% of the consolidated net sales or of the consolidated net income of such Credit Party and its Subsidiaries as reflected in the financial statements referred to in clause (i) above.

"Taxes" means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and any and all liabilities with respect to the foregoing, but excluding Excluded Taxes and Other Taxes.

"364-Day Agreement" means that certain 364-Day Credit Agreement dated as of the date hereof among the Borrower, Bank One, as agent, and the lenders party thereto, as from time to time amended, restated or modified.

"TMK Re" means TMK Re, Ltd., a Bermuda reinsurance corporation, and its successors and assigns.

"Transferee" is defined in Section 12.4.

"Trust Preferred Securities" means the 7 3/4% Trust Preferred Securities issued by Torchmark Capital Trust I on November 2, 2001.

"Type" means, with respect to any Advance, its nature as a Floating Rate Advance or a Eurodollar Advance.

"Unfunded Liabilities" means the amount (if any) by which the present value of all vested nonforfeitable benefits under all Single Employer Plans exceeds the fair market value of all such Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plans.

"Unmatured Default" means an event which but for the lapse of time or the giving of notice, or both, would constitute a Default.

"Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary all of the outstanding voting securities of which shall at the time be owned or controlled, directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of such Person, or (ii) any partnership, association, joint venture, limited liability company or similar business organization 100% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled. Unless otherwise expressly provided, all references herein to a "Wholly-Owned Subsidiary" shall mean a Wholly-Owned Subsidiary of the Borrower.

The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.

also agrees to pay to the Agent for the account of each Lender according to its Pro Rata Share a utilization fee for each day from the date hereof to and including the later of the Facility Termination Date and the date all Credit Extensions are paid in full and all Commitments are terminated, such utilization fee to be equal to the Applicable Utilization Fee Rate for such day multiplied by the Aggregate Outstanding Credit Exposure on such day, payable on each Payment Date and on the Facility Termination Date. The Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders in integral multiples of $10,000,000, upon at least three (3) Business Days' written notice to the Agent, which notice shall specify the amount of any such reduction, provided, however, that the amount of the Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit Exposure. All accrued facility and utilization fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Credit Extensions hereunder.

(i) the Borrowing Date, which shall be a Business Day, of such Advance,

(ii) the aggregate amount of such Advance,

(iii) the Type of Advance selected, and

(iv) in the case of each Eurodollar Advance, the Interest Period applicable thereto.

Not later than noon (Chicago time) on each Borrowing Date, each Lender shall make available its Loan or Loans in funds immediately available in Chicago to the Agent at its address

specified pursuant to Article XIV. The Agent will make the funds so received from the Lenders available to the Borrower at the Agent's aforesaid address.

(i) the requested date, which shall be a Business Day, of such conversion or continuation,

(ii) the aggregate amount and Type of the Advance which is to be converted or continued, and

(iii) the amount of such Advance which is to be converted into or continued as a Eurodollar Advance and the duration of the Interest Period applicable thereto.

(ii) The Agent shall also maintain accounts in which it will record
(a) the amount of each Loan made hereunder, the Type thereof and the Interest Period with respect thereto, (b) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, (c) the original stated amount of each Facility LC and the amount of LC Obligations outstanding at any time, and (d) the amount of any sum received by the Agent hereunder from the Borrower and each Lender's share thereof.

(iii) The entries maintained in the accounts maintained pursuant to paragraphs (i) and (ii) above shall be prima facie evidence of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Obligations in accordance with their terms.

(iv) Any Lender may request that its Loans be evidenced by a promissory note in substantially the form of Exhibit A (including any amendment, modification, renewal or replacement thereof, a "Note"). In such event, the Borrower shall prepare, execute and deliver to such Lender such Note payable to the order of such Lender. Thereafter, the Loans evidenced by such Note and interest thereon shall at all times (including after any assignment pursuant to Section 12.3) be represented by one or more Notes payable to the order of the payee named therein or any assignee pursuant to Section 12.3, except to the extent that any such Lender or assignee subsequently returns any such Note for cancellation and requests that such Loans once again be evidenced as described in paragraphs (i) and
(ii) above. Upon receipt of an affidavit of an officer of any Lender as to the loss, theft, destruction or mutilation of such Lender's Note, and, in the case of any such loss, theft destruction or mutilation, upon cancellation of such Note, the Borrower will issue, in lieu thereof, a replacement Note in the same principal amount thereof and otherwise of like tenor.

(local time) at the place of payment. If any payment of principal of or interest on an Advance shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest in connection with such payment.

Issuer for its own account (x) at the time of issuance of each Facility LC, a fronting fee in an amount to be agreed upon between the LC Issuer and the Credit Parties, and (y) documentary and processing charges in connection with the issuance or Modification of and draws under Facility LCs in accordance with the LC Issuer's standard schedule for such charges as in effect from time to time.

Share all amounts received by it from the applicable Credit Party for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by the LC Issuer, but only to the extent such Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to Section 2.19.5. Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

failure to act pursuant thereto shall be binding upon the Lenders and any future holders of a participation in any Facility LC.

such Credit Party shall have no interest other than as set forth in Section 8.1. Each Credit Party hereby pledges, assigns and grants to the Agent, on behalf of and for the ratable benefit of the Lenders and the LC Issuer, a security interest in all of such Credit Party's right, title and interest in and to all funds which may from time to time be on deposit in the Facility LC Collateral Account to secure the prompt and complete payment and performance of the Obligations. The Agent will invest any funds on deposit from time to time in the Facility LC Collateral Account in certificates of deposit of Bank One having a maturity not exceeding thirty (30) days. Nothing in this Section 2.19.11 shall either obligate the Agent to require any Credit Party to deposit any funds in the Facility LC Collateral Account or limit the right of the Agent to release any funds held in the Facility LC Collateral Account in each case other than as required by Section 8.1.

(i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, or

(ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or

(iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, as the case may be,

and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) days of demand by such Lender or the LC Issuer, as the case may be, the Credit Parties shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

such Lender or the LC Issuer is increased as a result of a Change, then, within fifteen (15) days of demand by such Lender or the LC Issuer, the Credit Parties shall pay such Lender or the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender or the LC Issuer determines is attributable to this Agreement, its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender's or the LC Issuer's policies as to capital adequacy). "Change" means (i) any change after the date of this Agreement in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender or the LC Issuer or any Lending Installation or any corporation controlling any Lender or the LC Issuer. "Risk-Based Capital Guidelines" means (i) the risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

receives an amount equal to the sum it would have received had no such deductions been made, (b) such Credit Party shall make such deductions, (c) such Credit Party shall pay the full amount deducted to the relevant authority in accordance with applicable law and (d) such Credit Party shall furnish to the Agent the original copy of a receipt evidencing payment thereof within thirty
(30) days after such payment is made.

(ii) In addition, each Credit Party hereby agrees to pay any present or future stamp or documentary taxes and any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any Note or Facility LC Application or from the execution or delivery of, or otherwise with respect to, this Agreement or any Note or Facility LC Application ("Other Taxes").

(iii) Each Credit Party hereby agrees to indemnify the Agent, or the LC Issuer and each Lender for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed on amounts payable under this Section 3.5) paid by the Agent, or the LC Issuer or such Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Payments due under this indemnification shall be made within thirty (30) days of the date the Agent, or the LC Issuer or such Lender makes demand therefor pursuant to
Section 3.6.

(iv) Each Lender that is not incorporated under the laws of the United States of America or a state thereof (each a "Non-U.S. Lender") agrees that it will, not more than ten (10) Business Days after the date of this Agreement, (i) deliver to each of the Credit Parties and the Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, and (ii) deliver to each of the Credit Parties and the Agent a United States Internal Revenue Form W-8 or W-9, as the case may be, and certify that it is entitled to an exemption from United States backup withholding tax. Each Non-U.S. Lender further undertakes to deliver to each of the Credit Parties and the Agent (x) renewals or additional copies of such form (or any successor form) on or before the date that such form expires or becomes obsolete, and (y) after the occurrence of any event requiring a change in the most recent forms so delivered by it, such additional forms or amendments thereto as may be reasonably requested by any Credit Party or the Agent. All forms or amendments described in the preceding sentence shall certify that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form or amendment with respect to it and such Lender advises the Credit Parties and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

(v) For any period during which a Non-U.S. Lender has failed to provide the Credit Parties with an appropriate form pursuant to clause
(iv), above (unless such failure is due to a change in treaty, law or regulation, or any change in the interpretation or administration thereof by any governmental authority, occurring subsequent to the date on which a form originally was required to be provided), such Non-U.S. Lender shall not be entitled to indemnification under this Section 3.5 with respect to Taxes imposed by the United States; provided that, should a Non-U.S. Lender which is otherwise exempt from or subject to a reduced rate of withholding tax become subject to Taxes because of its failure to deliver a form required under clause (iv), above, each Credit Party shall take such steps as such Non-U.S. Lender shall reasonably request to assist such Non-U.S. Lender to recover such Taxes.

(vi) Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments under this Agreement or any Note pursuant to the law of any relevant jurisdiction or any treaty shall deliver to the Credit Parties (with a copy to the Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate.

(vii) If the U.S. Internal Revenue Service or any other governmental authority of the United States or any other country or any political subdivision thereof asserts a claim that the Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered or properly completed, because such Lender failed to notify the Agent of a change in circumstances which rendered its exemption from withholding ineffective, or for any other reason), such Lender shall indemnify the Agent fully for all amounts paid, directly or indirectly, by the Agent as tax, withholding therefor, or otherwise, including penalties and interest, and including taxes imposed by any jurisdiction on amounts payable to the Agent under this subsection, together with all reasonable costs and expenses related thereto (including reasonable attorneys fees and reasonable time charges of attorneys for the Agent, which attorneys may be employees of the Agent). The obligations of the Lenders under this Section 3.5(vii) shall survive the payment of the Obligations and termination of this Agreement.

deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Credit Parties of such written statement. The obligations of each Credit Party under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and termination of this Agreement.

(i) Copies of (a) the restated certificate of incorporation of the Borrower certified by the Secretary or an Assistant Secretary of the Borrower, together with good standing certificates issued as of a recent date by the Secretaries of State of Delaware and Alabama and (b) the articles or certificate of incorporation of TMK Re, together with all amendments thereto, certified by the Registrar of Companies of Bermuda, together with a good standing certificate (or its equivalent) issued by the Registrar of Companies of Bermuda.

(ii) Copies, certified by the Secretary or an Assistant Secretary of each Credit Party, of its by-laws and Board of Directors' resolutions authorizing the execution of the Loan Documents.

(iii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of each Credit Party, which shall identify by name and title and bear the signature of the officers of each Credit Party authorized to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Agent, the LC Issuer and the Lenders shall be entitled to rely until informed of any change in writing by such Credit Party.

(iv) A certificate, signed by the Chief Financial Officer or the Treasurer of each Credit Party, stating that on the date hereof (a) no Default or Unmatured Default has occurred and is continuing and (b) each of the representations and warranties set forth in Article V of this Agreement is true and correct as of such date.

(v) (a) A written opinion of Larry M. Hutchison, Executive Vice President and General Counsel of the Borrower, and (b) a written opinion of Appelby, Spurling & Kempe, special Bermuda counsel to the Credit Parties, addressed to the Agent, the LC Issuer and the Lenders in form and substance reasonably satisfactory to the Agent and its counsel.

(vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender.

(vii) Written money transfer instructions, in substantially the form of Exhibit "D" hereto, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.

(viii) The Existing Credit Agreements shall have been terminated and all amounts owing thereunder (including principal, interest and accrued fees) shall have been paid (or shall contemporaneously be paid) in full, and all reimbursement obligations in respect of letter of credit issued thereunder shall have been terminated.

(ix) A copy of TMK Re's license under The Insurance Act 1978, certified by an Authorized Officer of TMK Re.

(x) Receipt of any required regulatory approvals from any Governmental Authority with respect to the transactions contemplated by the Loan Documents, including all hearing orders issued by insurance regulatory authorities.

(xi) Such other documents as any Lender, the LC Issuer or its counsel may have reasonably requested.

(i) There exists no Default or Unmatured Default.

(ii) The representations and warranties contained in Article V are true and correct as of such Credit Extension Date (excluding the representation in Section 5.5 solely with respect to a request for an Advance) except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date.

(iii) All legal matters incident to the making of such Credit Extension shall be satisfactory to the Lenders and their counsel.

Each Borrowing Notice or request for issuance of a Facility LC with respect to each such Credit Extension shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.2(i) and (ii) have been satisfied. Any Lender may require a duly completed compliance certificate in substantially the form of Exhibit B as a condition to making a Credit Extension.

The Borrower represents and warrants to the Lenders that:

with the negotiation of, or compliance with, the Loan Documents contained any material misstatement of fact, omitted to state a material fact or omitted to state any fact necessary to make the statements contained therein not misleading in any material respect.

During the term of this Agreement, unless the Required Lenders shall otherwise consent in writing:

(i) Within 90 days after the close of each of its fiscal years, an unqualified audit report certified by independent certified public accountants, acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof.

(ii) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurer.

(iii) Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit "B" hereto signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof.

(iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA.

(v) As soon as possible and in any event within 10 days after any Credit Party knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President of such Credit Party, describing said Reportable Event and the action which such Credit Party proposes to take with respect thereto.

(vi) As soon as possible and in any event within 10 days after receipt by any Credit Party, a copy of (a) any notice or claim to the effect that such Credit Party or any of its Subsidiaries is or may be liable to any Person as a result of the release by such Credit Party, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by any Credit Party or any of its Subsidiaries, which, in the case of either (a) or (b) above, could reasonably be expected to have a Material Adverse Effect.

(vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority.

(viii) Promptly upon the filing thereof, copies of all Forms 10-Q, 10-K and 8-K which any Credit Party or any of its Subsidiaries files with the Securities and Exchange

Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule "1", if any, as shall be necessary to cause Schedule "1" to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries.

(ix) Promptly upon any Credit Party's receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary.

(x) Promptly and in any event within ten (10) days after learning thereof, notification of any decrease after the date hereof in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary.

(xi) Such other information (including, without limitation, non- financial information) as the Agent, the LC Issuer or any Lender may from time to time reasonably request.

service) with, or make any payment or transfer to, any Affiliate (other than a Wholly-Owned Subsidiary of such Credit Party) except (i) any such transactions, payments or transfers with or to such Affiliates as are made in the ordinary course of business and pursuant to the reasonable requirements of such Credit Party's or such Subsidiary's business and upon fair and reasonable terms no less favorable to such Credit Party or such Subsidiary than such Credit Party or such Subsidiary would obtain in a comparable arms-length transaction and (ii) any such other transactions, payments or transfers with or to such Affiliates as could not reasonably be expected to have a Material Adverse Effect.

The occurrence of any one or more of the following events shall constitute a Default:

Agreement which is not remedied within twenty (20) days after written notice from the Agent or any Lender.

(ii) If at any time while any Default is continuing, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Credit Parties to pay, and the Credit Parties will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account.

(iii) The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Credit Parties to the Lenders or the LC Issuer under the Loan Documents.

(iv) At any time while any Default is continuing, neither any Credit Party nor any Person claiming on behalf of or through any Credit Party shall have any right to withdraw any of the funds held in the Facility LC Collateral Account. After all of the Obligations have been indefeasibly paid in full and the Aggregate Commitment has been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to applicable Credit Party or paid to whomever may be legally entitled thereto at such time.

(v) If, before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Modified Required Lenders (or, in the case of an automatic termination upon the occurrence of a Default under Section 7.6 or 7.7, all the Lenders), in their sole discretion, shall so direct, the Agent shall, by notice to the Credit Parties, rescind and annul such acceleration and/or termination.

(i) Extend the Facility Termination Date or extend the expiry date of any Facility LC to a date after the Facility Termination Date, compromise or forgive the principal amount of any Credit Extension or any Reimbursement Obligation related thereto, or reduce the rate of interest or compromise or forgive payment of interest on any Credit Extension or any Reimbursement Obligation related thereto, or reduce the amount of any fee payable hereunder.

(ii) Reduce the percentage specified in the definition of Required Lenders or Modified Required Lenders.

(iii) Increase the amount of the Commitment of any Lender hereunder or the commitment to issue Facility LCs, or permit any Credit Party to assign its rights under this Agreement.

(iv) Amend this Section 8.2.

No amendment of any provision of this Agreement relating to the Agent shall be effective without the written consent of the Agent and no amendment of any provision relating to the LC Issuer shall be effective without the written consent of the LC Issuer. The Agent may waive payment of the fee required under
Section 12.3.2 without obtaining the consent of any other party to this Agreement.

afforded shall be cumulative and all shall be available to the Agent, the LC Issuer and the Lenders until the Obligations have been paid in full.

Agent, the LC Issuer, any Arranger or any Lender in connection with the collection of the Obligations or the enforcement of the Loan Documents. Each Credit Party further agrees to indemnify the Agent the LC Issuer, the Arrangers and each Lender, its directors, officers and employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (collectively, the "indemnified obligations") (including, without limitation, all expenses of litigation or preparation therefor whether or not the Agent, the LC Issuer, any Arranger or any Lender is a party thereto, but excluding those indemnified obligations arising solely from any Lender's failure to perform its obligations under this Agreement) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder, except that no indemnified party shall be indemnified for any indemnified obligations arising from its own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. The obligations of each Credit Party under this
Section 9.6 shall survive the termination of this Agreement.

consequential or punitive damages suffered by such Credit Party in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Lenders, or any obligation to the Lenders to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Agent.

counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's duties hereunder and under any other Loan Document.

debt, equity or other transaction, in addition to those contemplated by this Agreement or any other Loan Document, with any Credit Party or any of its Subsidiaries in which such Credit Party or such Subsidiary is not restricted hereby from engaging with any other Person. The Agent, in its individual capacity, is not obligated to remain a Lender.

executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by any Credit Party, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and Outstanding Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3.2, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment.

or any part thereof, or otherwise to enforce payment thereof against any collateral securing the Guaranteed Debt or any part thereof.

the United States Bankruptcy Code or any applicable federal, state or foreign bankruptcy or other similar law; (m) the disallowance of all or any portion of any of the LC Issuer and the Lenders' claims for repayment of the Guaranteed Debt under Section 502 or 506 of the United States Bankruptcy Code or any applicable federal, state or foreign bankruptcy or other similar law; or (n) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of the Borrower from its obligations hereunder, all whether or not the Borrower shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (n) of this paragraph. It is agreed that the Borrower's liability hereunder is independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Debt or any part thereof, and that the Borrower's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by TMK Re of the Guaranteed Debt in the manner agreed upon among the Agent, the LC Issuer, the Lenders and TMK Re.

payment of the Guaranteed Debt (a) any indebtedness due or to become due from any of the LC Issuer or the Lenders to the Borrower, and (b) any moneys, credits or other property belonging to the Borrower (including all account balances, whether provisional or final and whether or not collected or available) at any time held by or coming into the possession of any of the Agent, the LC Issuer or any Participant whether for deposit or otherwise.

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. This Agreement shall be effective when it has been executed by each Credit Party, the Agent, the LC Issuer and the Lenders and each party has notified the Agent by facsimile transmission or telephone that it has taken such action.

[signature pages follow]

IN WITNESS WHEREOF, each Credit Party, the Lenders, the LC Issuer and the Agent have executed this Agreement as of the date first above written.

TORCHMARK CORPORATION

By: /s/ Michael J. Klyce
    ------------------------------------

Title: Vice President and Treasurer
       ---------------------------------
       2001 Third Avenue South
       Birmingham, Alabama  35233

Attention: Mr. Michael J. Klyce Vice President and Treasurer Telephone: (205) 325-2051 FAX: (205) 325-4157

TMK RE, LTD.

By: /s/ Gary L. Coleman
    ------------------------------------

Title: Vice President
       ---------------------------------
       2001 Third Avenue South
       Birmingham, Alabama  35233

Attention: Mr. Michael J. Klyce Assistant Treasurer Telephone: (205) 325-2051 FAX: (205) 325-4157

Commitments
-----------

$48,000,000                        BANK ONE, NA,
                                   Individually, as LC Issuer and as Agent

                                   By: /s/ Marie E. Basbagill
                                       ------------------------------------

                                   Title: Associate
                                          ---------------------------------
                                          1 Bank One Plaza
                                          Chicago, Illinois 60670

                                   Attention: Thomas W. Doddridge
                                   Telephone: (312) 732-3881

FAX: (312) 732-4033

$48,000,000                        BANK OF AMERICA, N.A.,


                                   By: /s/ Garrett M. Dolt
                                       ------------------------------------

                                   Title: Vice President
                                          ---------------------------------
                                          901 Main Street, 66/th/ Floor
                                          Dallas, Texas 75202

                                   Attention: Garrett Dolt
                                   Telephone: (214) 209-2664

FAX: (214) 209-3742

$36,000,000                         FLEET NATIONAL BANK,


                                   By: /s/ David A. Bosselait
                                       ------------------------------------

                                   Title: Director
                                          ---------------------------------
                                          100 Federal Street
                                          MA DE 10010H
                                          Boston, Massachusetts 02110

                                   Attention: David A. Bosselait
                                   Telephone: (617) 434-3778

FAX: (617) 434-1096

Commitments
-----------

$36,000,000                             AMSOUTH BANK,


                                        By: /s/ David A. Simmons
                                           -----------------------------

                                        Title: Senior Vice President
                                              --------------------------
                                               1900 Fifth Avenue North
                                               Birmingham, Alabama 35203

                                        Attention: David A. Simmons
                                        Telephone: (205) 326-5924

FAX: (205) 581-7479

Commitments
-----------

$24,000,000                             THE BANK OF NEW YORK


                                        By: /s/ David Trick
                                           ----------------------------

                                        Title: Vice President
                                              -------------------------
                                               1 Wall Street, 17/th/ Floor
                                               New York, New York 10286

                                        Attention: Linda Ventura
                                        Telephone: (212) 635-6483

FAX: (212) 809-9520

Commitments
-----------

$24,000,000                             COMERICA BANK


                                        By: /s/ Gerald R. Finney, Jr.
                                           ------------------------------

                                        Title: Vice President
                                              ---------------------------


                                        Attention: Gerald Finney
                                        Telephone: (972) 361-2546

FAX: (972) 361-2550

Commitments
-----------

$24,000,000                             REGIONS BANK


                                        By: /s/ Shannon I. Dye
                                           ------------------------------

                                        Title: Vice President
                                              ---------------------------
                                               417 20th Street North, Suite 220
                                               Birmingham, Alabama 35203

                                        Attention: Shannon I. Dye
                                        Telephone: (205) 326-7864

FAX: (205) 326-7739

Commitments
-----------

$24,000,000                             SOUTHTRUST BANK

                                        By: /s/ W. Spencer Ragland
                                           ----------------------------

                                        Title: Vice President
                                              -------------------------


                                        Attention: Spencer Ragland
                                        Telephone: (205) 254-4521

FAX: (205) 254-5911

$19,200,000                             COMPASS BANK


                                        By: /s/ Alex Morton
                                           -------------------------------

                                        Title: Vice President
                                              ----------------------------
                                               15 South 20/th/ Street, Suite 201
                                               Birmingham, Alabama 35233

                                        Attention: Alex Morton
                                        Telephone: (205) 297-3294

FAX: (205) 297-3926

Commitments
-----------

$12,000,000                             SUNTRUST BANK


                                        By: /s/ Nathan Bickford
                                           -------------------------------

                                        Title: Assistant Vice President
                                              ----------------------------
                                               303 Peachtree Street, 2nd Floor
                                               Atlanta, Georgia 30309

                                        Attention: Nathan Bickford
                                        Telephone: (404) 658-4907

FAX: (404) 588-8833

Commitments
-----------

$4,800,000                              UMB BANK, NA


                                        By: /s/ David A. Proffitt
                                           ---------------------------

                                        Title: Senior Vice President
                                               -----------------------


                                        Attention: David A. Proffitt
                                        Telephone: (816) 860-7935

FAX: (816) 860-7143

================================================================================
                   Level I    Level II     Level III     Level IV     Level V
                   Status      Status        Status       Status      Status
--------------------------------------------------------------------------------
 Borrower Debt      A+/A1       A/A2        A-/A3        BBB+/Baa1    less than
   Rating                                                           **BBB+/Baa1
--------------------------------------------------------------------------------
  Applicable        .080%       .100%        .110%         .125%         .150%
  Facility Fee
     Rate
--------------------------------------------------------------------------------
  Applicable
   Margin
--------------------------------------------------------------------------------
Eurodollar Rate     .220%       .250%        .290%         .400%         .575%
--------------------------------------------------------------------------------
Floating Rate        0.0         0.0          0.0           0.0           0.0
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 Applicable         .220%       .250%        .290%         .400%         .575%
 Facility LC
    Rate
--------------------------------------------------------------------------------
Applicable          .050%       .075%        .100%         .100%         .150%
Utilization Fee
Rate * (***33%)
================================================================================

* The Utilization Fee shall be payable only with respect to outstanding Advances on days when Utilization is greater than 33%. "Utilization" means, for any day, a percentage equal to the aggregate principal amount of Loans and Reimbursement Obligations hereunder and "Loans" (as defined in the 364- Day Agreement) outstanding on such day (and at the close of business on such day if a Business Day) divided by the sum on such day of the Aggregate Commitment and the "Aggregate Commitment" under the 364-Day Agreement; provided that for purposes of computing the Utilization Fee (a) the Aggregate Commitment shall be deemed to in no event be less than the aggregate outstanding principal amount of the Loans and the Reimbursement Obligations and (b) the Aggregate Commitment (as defined in the 364-Day Agreement) shall be deemed to in no event be less than the aggregate outstanding principal amount of the "Loans" (as defined in the 364-Day Agreement).

** Less than
*** Greater than

Level Status shall be that Level Status one below the Level Status which would have been applicable had the lower Rating been the same as the higher Rating. The above ratings are in the format of S&P Rating/Moody's Rating.

For the purposes of this Schedule, the following terms have the following meanings, subject to the final paragraph of this Schedule:

"Level Status" means either Level I Status, Level II Status, Level III Status, Level IV Status or Level V Status.

"Moody's Rating" means, at any time, the Borrower Debt Rating issued by Moody's and then in effect.

"Rating" means Moody's Rating or S&P Rating.

"S&P Rating" means, at any time, the Borrower Debt Rating issued by S&P and then in effect.

The Applicable Margin, Applicable Facility Fee Rate and Applicable Facility LC Rate shall be determined in accordance with the foregoing table based on the Borrower's Status as determined from its then-current Moody's and S&P Ratings. The Rating in effect on any date for the purposes of this Schedule is that in effect at the close of business on such date. If at any time the Borrower has no Moody's Rating or no S&P Rating or the Borrower does not qualify for a Level Status with more advantageous pricing, Level V Status shall exist.

                                                  Percentage of
                                                  Voting Stock
Name of Significant           State of            Owned by Borrower
    Subsidiary                Incorporation       or Subsidiaries
    ----------                -------------       -----------------
Globe Life And Accident
Insurance Company             Delaware            100%

Liberty National Life
Insurance Company             Alabama             100%

United American
Insurance Company             Delaware            100%

United Investors Life
Insurance Company             Missouri            100%

American Income Life
Insurance Company             Indiana             100%

                                       Jurisdictions
Significant                            in which
Insurance                              company holds                        Type of
Subsidiary                             active Licenses                      Insurance
----------                             ---------------                      ---------
Globe Life And Accident Insurance      All states except New York plus      Life and Accident
Company                                Guam and the District of Columbia    and Health

Liberty National Life Insurance        All states except New York plus      Life and Accident
Company                                Guam and the District of Columbia    and Health

United American Insurance Company      All states except New York plus      Life and Accident
                                       the District of Columbia, Puerto     and Health
                                       Rico and Canada

United Investors Life Insurance        All states except New York plus      Life and Accident
Company                                the District of Columbia             and Health


American Income Life Insurance         All states except New York plus      Life and Accident
Company                                New Zealand, Puerto Rico, the U.S.   and Health
                                       Virgin Islands, Canada, and the
                                       District of Columbia

TMK Re, Ltd.                           Bermuda                              Reinsurance

---------------------------------------------------------------------------------------------------------
       LOC Number         Face Amount        Date of Issue    Expiry Date            Beneficiary
       ----------         -----------        -------------    -----------            -----------
---------------------------------------------------------------------------------------------------------
1.          00323704       $80,800,000.00         02/20/01        12/31/01    Liberty National Life
                                                                              Insurance Company,
                                                                              Birmingham, Alabama
---------------------------------------------------------------------------------------------------------
2.          00323705       $87,600,000.00         02/20/01        12/31/01    Globe Life and Accident
                                                                              Insurance Company, Oklahoma
                                                                              City, Oklahoma
---------------------------------------------------------------------------------------------------------

EXHIBIT A

NOTE

[$________________] [Date]

Torchmark Corporation, a Delaware corporation (the "Borrower"), promises to pay to the order of ____________________________________ (the "Lender") the lesser of the principal sum of ___________________________ Dollars or the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of Bank One, NA in Chicago, Illinois, as Agent, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement.

The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder.

This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Five Year Credit Agreement dated as of November 30, 2001 (which, as it may be amended or modified and in effect from time to time, is herein called the "Agreement"), among the Borrower, TMK Re, the lenders party thereto, including the Lender, and Bank One, NA, as LC Issuer and as Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement.

TORCHMARK CORPORATION

By: ________________________________________
Print Name: ________________________________
Title: _____________________________________

               Principal        Maturity     Principal
               Amount of      of Interest      Amount       Unpaid
      Date       Loan            Period         Paid        Balance
-------------------------------------------------------------------

EXHIBIT B

COMPLIANCE CERTIFICATE

To: The Lenders parties to the
Credit Agreement Described Below

This Compliance Certificate is furnished pursuant to that certain Five Year Credit Agreement dated as of November 30, 2001 (as amended, modified, renewed or extended from time to time, the "Agreement") among the Borrower, TMK Re, the lenders party thereto and Bank One, NA, as LC Issuer and as Agent. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected _____________________ of the Borrower;

2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements;

3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Default or Unmatured Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below; and

4. Schedule I attached hereto sets forth financial data and computations evidencing the Borrower's compliance with certain covenants of the Agreement, all of which data and computations are true, complete and correct.

Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event:

The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this ____ day of ____________, 200_.

SCHEDULE I TO COMPLIANCE CERTIFICATE

Schedule of Compliance as of ______________, 200_ with Provisions of 6.15, 6.16 and 6.17 of the Agreement

     A.   Consolidated Net Worth (consolidated
          shareholders' equity excluding the
          effect of the application of FAS 115)                       $__

     B.   $2,216,253,000

     C.   Positive Consolidated Net Income for each fiscal
          quarter ending after September 30, 2001 X .25               $__

     D.   B plus C                                                    $__

     E.   A minus D (must be greater than
          or equal to 0)                                              $__

          Complies _____________  Does Not Comply_____

2.   Section 6.16 - Ratio of Consolidated Total Indebtedness to Consolidated
     ---------------------------------------------------------- ------------
     Total Capitalization
     --------------------

A. Consolidated Total Indebtedness $__

B. Consolidated Capitalization

(i)   Consolidated Net
       Worth (1A)                                           $__

(ii)  Consolidated Total Indebtedness
       (2A(v))                                              $__

(iii) Sum of (i) and (ii) $__

C. Ratio of A to B __:1.0

D. Permitted Ratio Less than 0.4 to 1.0

      (i)      Consolidated Net Income                   $___

      (ii)     Taxes                                     $___

      (iii)    Consolidated Interest
                    Expense                              $___

      (iv)     Sum of (i), (ii) and (iii)                $___

B.    Consolidated Interest Expense
                (3A(iii))                                $___

C.    Ratio of A to B                               ___to 1.0

D.    Permitted Ratio     Greater than 3.0 to 1.0

Complies ___ Does Not Comply ____

EXHIBIT C

ASSIGNMENT AGREEMENT

This Assignment Agreement (this "Assignment Agreement") between ___________ _________(the "Assignor") and _____________ (the "Assignee") is dated as of, ____________200_. The parties hereto agree as follows:

(ix) if applicable, attaches the forms prescribed by the Internal Revenue Service of the United States certifying that the Assignee is entitled to receive payments under the Loan Documents without deduction or withholding of any United States federal income taxes.

IN WITNESS WHEREOF, the duly authorized officers of the parties hereto have executed this Assignment Agreement by executing Schedule 1 hereto as of the date first above written.

SCHEDULE 1
to Assignment Agreement

1. Description and Date of Credit Agreement: Five Year Credit Agreement dated as of November 30, 2001 among Torchmark Corporation, TMK Re, Ltd., Bank One, NA, as LC issuer and as agent, and the lenders party thereto.

2. Date of Assignment Agreement: _____________, 200____

3. Amounts (As of Date of Item 2 above):

          under the Assignment
          Agreement                    ________%

     b.   Amount of
          each Facility
          purchased
          under the Assignment
          Agreement                    $_______

4.   Assignee's Commitment (or Loans
     with respect to terminated
     Commitments) purchased
     hereunder:                                   $________

5.   Proposed Effective Date:                     _______________

6.   Non-standard Recordation Fee
     Arrangement                                       N/A
                                                  [Assignor/Assignee
                                                  to pay 100% of fee]
                                                  [Fee waived by Agent]
Accepted and Agreed:

[NAME OF ASSIGNOR]                                [NAME OF ASSIGNEE]

By: ______________________________                By:______________________
Title:____________________________                Title:___________________

ACCEPTED AND CONSENTED TO BY             ACCEPTED AND CONSENTED TO BY
TORCHMARK CORPORATION                    BANK ONE, NA, AS AGENT

By: ____________________________         By: _____________________________
Title: _________________________         Title: __________________________

ACCEPTED AND CONSENTED TO BY
TMK RE, LTD.

By: ____________________________
Title: _________________________

* Insert specific facility names per Credit Agreement ** Percentage taken to 10 decimal places *** If fee is split 50-50, pick N/A as option **** Delete if not required by Credit Agreement

Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT

Attach Assignor's Administrative Information Sheet, which must include notice addresses for the Assignor and the Assignee

(Sample form shown below)

Name: __________________________        Telephone No.: _____________________
Fax No.: _______________________        Telex No.: _________________________
                                        Answerback: ________________________
Payment Information:
--------------------

Name & ABA # of Destination Bank:    _______________________________________

_______                          ___________________________________________

Name: __________________________        Telephone No.: _____________________
Fax No.: _______________________        Telex No.: _________________________
                                        Answerback: ________________________
Key Operations Contacts:
-----------------------

Booking Installation: __________        Booking Installation: ______________
Name: __________________________        Name: ______________________________
Telephone No.: _________________        Telephone No.: _____________________
Fax No.: _______________________        Fax No.: ___________________________
Telex No.: _____________________        Telex No.: _________________________

Answerback: ____________________        Answerback: ________________________

Name & ABA # of Destination Bank: _________________________________________

Initial Funding Contact:            Subsequent Operations Contact:
-----------------------             -----------------------------

Name:       _______________         Name: __________________________________
Telephone No.:  (312)               Telephone No.:  (312)
               ------------                       --------------------------
Fax No.:  (312)                     Fax No.: (312)
         ------------------                  __-----------------------------
                            Bank One Telex No.: 190201 (Answerback: FNBC UT)
                                                ----------------------------

Bank One Wire Instructions:       Bank One, NA, ABA # 071000013
--------------------------        LS2 Incoming Account # 481152860000
                                  Ref:________________


Address for Notices for Bank One: 1 Bank One Plaza, Chicago, IL  60670
--------------------------------  Attn: Agency Compliance Division, Suite
                                  IL1-0353
                                  Fax No. (312) 732-2038 or (312) 732-4339

EXHIBIT D
LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION

To Bank One, NA,
as LC Issuer and as Agent (the "Agent")
under the Credit Agreement described below.

Re: Five Year Credit Agreement, dated November 30, 2001 (as the same may be amended or modified, the "Credit Agreement"), among Torchmark Corporation (the "Borrower"), TMK Re, Ltd., the Lenders named therein and the Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement.

The Agent is specifically authorized and directed to act upon the following standing money transfer instructions with respect to the proceeds of Advances or other extensions of credit from time to time until receipt by the Agent of a specific written revocation of such instructions by the Borrower, provided, however, that the Agent may otherwise transfer funds as hereafter directed in writing by the Borrower in accordance with Section 14.1 of the Credit Agreement or based on any telephonic notice made in accordance with Section 2.14 of the Credit Agreement.

Facility Identification Number(s)_____________________________________________

Customer/Account Name_________________________________________________________

Transfer Funds To_____________________________________________________________

For Account No._______________________________________________________________

Reference/Attention To________________________________________________________

Authorized Officer (Customer Representative)      Date________________________

___________________________________________       ____________________________
(Please Print)                                    Signature

Bank Officer Name                                 Date________________________

___________________________________________       ____________________________
(Please Print)                                    Signature

(Deliver Completed Form to Credit Support Staff For Immediate Processing)

EXHIBIT 10(y)

AMENDMENT

Dated as of August 31, 2001

to

RECEIVABLES PURCHASE AGREEMENT

          THIS AMENDMENT (this "Amendment") dated as of August 31, 2001  is
entered into among:

          (i)    AILIC RECEIVABLES CORPORATION, a Delaware corporation
                 ("Seller"),
                   ------

PRELIMINARY STATEMENT

Among the assets and interests in property transferred under the Receivables Purchase Agreement are accounts receivable commonly known as "agent debit balances." The willingness of AIL to create agent debit balances is dependent in large part on the expectation that the receipt of premiums from Policy Holders shall provide the funds necessary to satisfy the payment obligations represented by such agent debit balances. Likewise, the willingness of any Person to purchase from AIL or the Seller any agent debit balances or interest therein is dependent in large part on the ability of such Person to claim an interest in the premiums from Policy Holders that are expected to satisfy such payment obligations.

Under the terms and provisions of the Receivables Purchase Agreement, the Purchasers heretofore have obtained, and will continue to obtain, an interest in such premiums in connection with their purchases of interests in agent debit balances. In light of the importance of the acquisition by the Purchasers of an interest in the premiums, the parties have agreed to enter into this Amendment to set forth certain clarifying provisions and certain additional covenants relating to the interests held by the Purchasers in the premiums.

commission payable to the applicable Obligor and its Agent- Hierarchy.

Notwithstanding the calculation of any Premium Interest in reference to the commissions payable to any Obligor or its Agent-Hierarchy, the transfer to the Purchasers hereunder of any Premium Interest shall constitute the transfer of an asset of the Seller (which it shall have acquired from AIL), and neither the Agent nor any Purchaser assumes any obligation or liability to make any payment to any Obligor or its Agent-Hierarchy in respect of any commission or similar payment due to such Obligor or Agent-Hierarchy. Any such obligation to pay any commission or similar fee to any Obligor or Agent-Hierarchy shall be and remain an obligation of AIL.

(i) counterparts of this Amendment executed by each of the Seller Parties and the Purchasers;

(ii) counterparts of an amendment dated as of the date hereof to the Receivables Sale Agreement, executed by each of the named parties thereto, which amendment shall be in form and substance satisfactory to the Agent;

(iii) a reaffirmation of guaranty executed by Torchmark, substantially in the form of Exhibit C hereto;

(iv) an opinion of Wood Tuohy Gleason Mercer & Herrin, P.C., substantially in the form of Exhibit B hereto, accompanied by a letter from Mr. William J. Wood identifying the members of the staff of the Insurance Regulatory Agency that he consulted prior to rendering such opinion;

(v) a reaffirmation and date-down of the opinion issued by Maynard, Cooper & Gale, P.C. in connection with the initial closing of the Receivables Purchase Agreement and relating to certain "true sale" issues, in form and substance satisfactory to the Agent; and

(vi) an amended and restated Fee Letter, in form and substance satisfactory to the Agent, together with any fees payable thereunder on the date of closing of this Amendment.

3.l Upon the effectiveness of this Amendment, each of the Seller Parties hereby reaffirms all covenants, representations and warranties made by it in the Receivables Purchase Agreement and agrees that all such covenants, representations and warranties shall be deemed to have been re-made as of the effective date of this Amendment.

3.2 Each of the Seller Parties hereby represents and warrants that this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms.

4.l Upon the effectiveness of this Amendment, each reference in the Receivables Purchase Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import shall mean and be a reference to the Receivables Purchase Agreement, as amended hereby, and each reference to the Receivables Purchase Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Receivables Purchase Agreement shall mean and be a reference to the Receivables Purchase Agreement as amended hereby.

4.2 Except as specifically amended above, the Receivables Purchase Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

4.3 The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Purchaser or the Agent under the Receivables Purchase Agreement or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein, except as specifically set forth herein.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first above written.

AILIC RECEIVABLES CORPORATION

By:    /s/  Danny H. Almond
   ------------------------------------
Name:  Danny H. Almond
Title: Vice President

Address:    3700 South Stonebridge Dr.
            McKinney, Texas  75070
            FAX: (972) 569-3282

Attention:  Danny Almond

AMERICAN INCOME LIFE INSURANCE COMPANY,
as Servicer

By:    /s/  Danny H. Almond
   ------------------------------------
Name:  Danny H. Almond
Title: Vice President

Address:    1200 Wooded Acres
            Waco, Texas  76710
            FAX: (205) 325-4157

Attention:  Michael J. Klyce
            Vice President and Treasurer

PREFERRED RECEIVABLES FUNDING CORPORATION

By: /s/ Edwin J. Reisinger
   -----------------------------------------
Name:  Edwin J. Reisinger
Title: Authorized Signatory

Address: c/o Bank One, NA, as Agent Asset Backed Finance Suite IL1-0079, 1-19 1 Bank One Plaza Chicago, Illinois 60670-0019

Fax: (312) 732-1844

BANK ONE, NA,
as a Financial Institution and as Agent

By: /s/ Edwin J. Reisinger
   -----------------------------------------
Name:  Edwin J. Reisinger
Title: Authorized Signatory

Address: Bank One, NA Asset Backed Finance Suite IL1-0079, 1-19 1 Bank One Plaza Chicago, Illinois 60670-0019

Fax: (312) 732-4487

Exhibit A

to

Amendment

Dated as of August 31, 2001

NEW EXHIBIT VIII TO RECEIVABLES PURCHASE AGREEMENT

FORM OF MONTHLY REPORT

(Attached)

Exhibit B

to

Amendment

Dated as of August 31, 2001

NEW EXHIBIT IX TO RECEIVABLES PURCHASE AGREEMENT

FORM OF INDIANA REGULATORY OPINION

(Attached)

Exhibit C

to

Amendment

Dated as of August 31, 2001

FORM OF REAFFIRMATION OF PERFORMANCE GUARANTY

TORCHMARK CORPORATION ("Torchmark") hereby (a) acknowledges, and consents to, the execution of the following documents, each dated on or as of August 31, 2001 (collectively, the "Amendment Documents"):

(i) that certain Amendment to the Receivables Purchase Agreement dated as of December 21, 1999, as amended and restated as of March 31, 2000, among AILIC RECEIVABLES CORPORATION ("Seller"), AMERICAN INCOME LIFE INSURANCE COMPANY ("AIL"), as the initial Servicer, PREFERRED RECEIVABLES FUNDING CORPORATION ("PREFCO") and BANK ONE, NA (with headquarters in Chicago, Illinois), as "Purchaser" and as "Agent";

(ii) that certain Amendment to the Receivables Sale Agreement dated as of December 21, 1999, as amended and restated as of March 31, 2000, between the Seller and AIL; and

(iii) that certain amended and restated Fee Letter among the Agent, PREFCO, the Seller and Torchmark;

(b) reaffirms all of its obligations under that certain Performance Guaranty (the "Performance Guaranty") dated as of December 21, 1999 made by Torchmark and
(iii) acknowledges and agrees that such Performance Guaranty remains in full force and effect (including, without limitation, with respect to the "Guaranteed Obligations" and "Obligations" (each as defined in the Performance Guaranty) after giving effect to the Amendment Documents), and such Performance Guaranty is hereby ratified and confirmed.

Dated: August 31, 2001

TORCHMARK CORPORATION

By ________________________
Title:

Exhibit 10(z)

RETIREMENT LIFE INSURANCE BENEFIT AGREEMENT

This Agreement between, a corporation ("Employer"), and ("Employee"), witness that:

WHEREAS, Employee has been a participant in a program (the "Insurance Benefit Program") pursuant to which the Employer agreed to pay to the Employee, commencing on the later of (i) the Employee's Normal Retirement Date or (ii), the date on which Employee became entitled to convert the insurance then in force on his/her life under the Employee's pre-retirement group term life insurance plan, certain designated percentages of the premium for the amount of pre-retirement group term life insurance which the Employee was entitled to convert (whether or not the Employee converted any, all, or none of such insurance) provided that, pursuant to such agreement, such payments would be made only if the Employee's employment with the Employer continued beyond his/her Normal Retirement Date or terminated by reason of retirement on or before said Normal Retirement Date; and

WHEREAS, the Insurance Payment Program was terminated effective July 2, 2001;

WHEREAS, Employer desires to continue providing a post-retirement life insurance benefit to each Employee eligible for and participating in the Insurance Payment Program at the time of its termination.

NOW THEREFORE, in consideration of the foregoing premises and Employee's agreement to surrender all claims to any payments he/she might be entitled to under the former Insurance Payment Program, Employer and Employee agree as follows:

1. Effective upon the later of the Employee's 65th birthday or his/her retirement date, Employer will purchase a term life insurance policy on the life of Employee issued by the Employer or one of its affiliates with a face amount equal to the percentage shown below of an amount equal to two times the Employee's salary and bonus earned in his/her final year of employment prior to retirement less $5,000; provided, however, that the face amount of such insurance policy shall not exceed $1,995,000.

Employee's Age Nearest Birthday       Percentage of
       at Date of Retirement          Benefit Amount
-------------------------------       --------------
                 55                          65
                 56                          70
                 57                          75
                 58                          80
                 59                          85
                 60                          90
                 61                          95
                 62 or over                 100

2. Employee shall be the owner of the policy and shall, consistent therewith, be entitled to designate a beneficiary or beneficiaries thereunder, assign the policy, and exercise all other rights of ownership. Employee hereby irrevocably authorizes and directs the Employer to pay all premiums, as they become due, directly to the issuer of the policy. If for any reason the Employee cancels or terminates the policy, the Employer's obligations hereunder shall terminate.

3. This Agreement is not assignable by either party, except by operation of law.
4. This Agreement shall be governed by the law of the State of 4, except to the extent preempted under federal law.

5. This Agreement shall supersede and replace the former Insurance Payment Program. By executing this Agreement, Employee surrenders all claims to any payments he/she might be entitled to receive under the former Insurance Payment Program.

6. Employee understands and acknowledges that he/she may owe income taxes annually on the cost of coverage once such coverage becomes effective. The Employer shall determine the amount that is includable each year in the Employee's gross income, and report such amount as required by law.

In witness whereof, this Agreement has been executed on this ___ day of August, 2001.

                                         By:______________________________
Assistant Secretary                      Its:_____________________________


Witness                                  Employee

EXHIBIT 10(aa)

RETIREMENT LIFE INSURANCE BENEFIT AGREEMENT

This Agreement between, a corporation ("Employer"), and ("Employee"), witness that:

WHEREAS, Employee has been a participant in a program (the "Insurance Benefit Program") pursuant to which the Employer agreed to pay to the Employee, commencing on the later of (i) the Employee's Normal Retirement Date or (ii), the date on which Employee became entitled to convert the insurance then in force on his/her life under the Employee's pre-retirement group term life insurance plan, certain designated percentages of the premium for the amount of pre-retirement group term life insurance which the Employee was entitled to convert (whether or not the Employee converted any, all, or none of such insurance) provided that, pursuant to such agreement, such payments would be made only if the Employee's employment with the Employer continued beyond his/her Normal Retirement Date or terminated by reason of retirement on or before said Normal Retirement Date; and

WHEREAS, the Insurance Payment Program was terminated effective July 2, 2001;

WHEREAS, Employer desires to continue providing a post-retirement life insurance benefit to each Employee eligible for and participating in the Insurance Payment Program at the time of its termination.

NOW THEREFORE, in consideration of the foregoing premises and Employee's agreement to surrender all claims to any payments he/she might be entitled to under the former Insurance Payment Program, Employer and Employee agree as follows:

1. Effective upon the later of the Employee's 65th birthday or his/her retirement date, Employer will purchase a term life insurance policy on the life of Employee issued by the Employer or one of its affiliates with a face amount equal to the percentage shown below of an amount equal to two times the Employee's salary and bonus earned in his/her final year of employment prior to retirement less $5,000; provided, however, that the face amount of such insurance policy shall not exceed $495,000.

Employee's Age Nearest Birthday                   Percentage of
     at Date of Retirement                        Benefit Amount
     ---------------------                        --------------

              55                                         65
              56                                         70
              57                                         75
              58                                         80
              59                                         85
              60                                         90
              61                                         95
              62 or over                                100

2. Employee shall be the owner of the policy and shall, consistent therewith, be entitled to designate a beneficiary or beneficiaries thereunder, assign the policy, and exercise all other rights of ownership. Employee hereby irrevocably authorizes and directs the Employer to pay all premiums, as they become due, directly to the issuer of the policy. If for any reason the Employee cancels or terminates the policy, the Employer's obligations hereunder shall terminate.

3. This Agreement is not assignable by either party, except by operation of law.

4. This Agreement shall be governed by the law of the State of 4, except to the extent preempted under federal law.

5. This Agreement shall supersede and replace the former Insurance Payment Program. By executing this Agreement, Employee surrenders all claims to any payments he/she might be entitled to receive under the former Insurance Payment Program.

6. Employee understands and acknowledges that he/she may owe income taxes annually on the cost of coverage once such coverage becomes effective. The Employer shall determine the amount that is includable each year in the Employee's gross income, and report such amount as required by law.

In witness whereof, this Agreement has been executed on this ___ day of August, 2001.

                                        By:__________________________

Assistant Secretary                     Its:_________________________



Witness                                 Employee