EX-10.5 AMENDMENT/EXECUTIVE DEFERRED COMP. PLAN



 




Aflac Incorporated 2nd Quarter 2007 Form 10-Q



EXHIBIT 10.5




FIFTH AMENDMENT TO THE

AFLAC INCORPORATED EXECUTIVE DEFERRED COMPENSATION PLAN




     THIS FIFTH AMENDMENT to the Aflac Incorporated Executive Deferred Compensation Plan (the
“Plan”) is made on this 27th day of June, 2007, by Aflac Incorporated (“Aflac”).



WITNESSETH:




     WHEREAS, Aflac has previously established the Plan for the benefit of its eligible employees
and their beneficiaries; and



     WHEREAS, pursuant to Section 9.1 of the Plan, the Board of Directors of Aflac (the “Board”) is
authorized to amend the Plan; and



     WHEREAS, the Board desires to amend the Plan to provide for specific matching contributions
for participants who are Territory Directors;



     NOW, THEREFORE, the Plan is hereby amended effective as of June 27, 2007 as follows:




     1. A new Section 1.20A is added to the Plan to read as follows:




     1.20A 
Eligible TD Participant shall mean, for the allocation of Matching
Contributions under Section 3.3(a) of the Plan, any Participant who either (i) was in
the active employ of an Affiliate as of the last day of such Plan Year, or (ii) was
not in the active employ of an Affiliate on the last day of such Plan Year due to his
death.



     2. Section 3.3 of the Plan is deleted in its entirety, and a new Section 3.3 is added
to read as follows:




     3.3  Matching Contributions.




            (a) Matching Contributions for Territory Directors. With respect to each
Eligible TD Participant who is classified by the Participating Company that employs
him as a Territory Director and who defers all or part of his Compensation for a Plan
Year, such Participating Company will make a Matching Contribution. The amount of
such Matching Contribution will equal 100% of the first $100,000 (or any lesser
amount) of the Eligible TD Participant’s Compensation for such Plan Year that such
Eligible TD Participant elects to contribute to the Plan as a Deferral Contribution.
Any Matching Contributions made pursuant to this subsection (a) will be 100% vested at
the time they are credited to the applicable Eligible TD Participant’s Account and
will be distributed to such Eligible TD Participant at the same time and in the same
form as the Deferral Contributions to which such Matching Contributions relate are
distributed pursuant to Article V. Matching Contributions made pursuant to this
subsection (a) will be credited to an Eligible TD Participant’s Account as soon as
administratively feasible



EXH 10.5-1




 









 





after the Plan Year in which the Deferral Contributions to which such Matching
Contributions relate are made; provided, however, that Matching Contributions related
to Annual Bonus deferrals will be credited as soon as administratively feasible after
the date on which such Annual Bonus would be paid in the absence of an Annual Bonus
Election.




            (b) Other Matching Contributions. If and to the extent the Compensation
Committee of the Board determines that, in addition to the Matching Contributions for
certain Territory Directors as described in subsection (a) hereof, the Company will
make Matching Contributions for some or all Participants, then as of the end of each
payroll period (or such other date or time as the Administrative Committee, in its
sole discretion, determines from time-to-time), the Administrative Committee shall
credit to each Participant’s Account for such payroll period a Matching Contribution
equal to the amount of the Matching Contribution so determined.



     IN WITNESS WHEREOF, Aflac has caused
this Amendment to be executed as of the date first above
written.



	 	 	 	 	 
	 	AFLAC INCORPORATED

 	 
	 	/s/ Joey M. Loudermilk
 	 
	 	Joey M. Loudermilk      	 
	 	Executive Vice President, Corporate Legal Affairs 	 
	 



EXH 10.5-2