EX-10.39







Aflac
Incorporated 2008 Form 10-K





EXHIBIT 10.39




AMENDMENT TO EMPLOYMENT AGREEMENT

BETWEEN PAUL S. AMOS, II AND

AFLAC INCORPORATED




     THIS
AMENDMENT (“Amendment”) is entered into as of the 19th day of December, 2008,
by and between Aflac Incorporated, a Georgia corporation (hereinafter referred to as “Corporation”)
and Paul S. Amos, II (hereinafter referred to as “Employee”).



W I T N E S S E T H:




     WHEREAS, Corporation and Employee entered into an Employment Agreement dated January 1, 2005,
(the “Employment Agreement”);



     WHEREAS, Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), is
applicable to certain provisions of the Employment Agreement; and



     WHEREAS, Corporation and Employee desire to modify the Employment Agreement, effective as of
January 1, 2009, in order to comply with Section 409A;



     NOW, THEREFORE, in consideration of the mutual promises and covenants set forth and contained
herein, Corporation and Employee agree that the Employment Agreement shall be modified as follows:




	 	1.	 	Paragraph 7 shall be amended by adding at the end thereof the following:
	 
	 	 	 	Amounts payable to Employee under the Management Incentive Plan (or any
successor or other executive bonus program) shall be payable in such manner, at
such times and in such forms, as prescribed by the terms of the Management
Incentive Plan (or successor or other program).
	 
	 	2.	 	Paragraph 8 shall be amended by adding at the end thereof the following:
	 
	 	 	 	Any reimbursements made pursuant to the preceding sentence shall be paid as
soon as practicable but no later than 90 days after Employee submits evidence
of such expenses to Corporation (which payment date shall in no event be later
than the last day of the calendar year following the calendar year in which the
expense was incurred). The amount of such reimbursements during any calendar
year shall not affect the benefits provided in any other calendar year, and the
right to any such benefits shall not be subject to liquidation or exchange for
another benefit.




 
	 	3.	 	Paragraph 10 shall be amended by adding a new (unnumbered) paragraph at the end thereof to
read as follows:
	 
	 	 	 	Any expense reimbursements made to satisfy the terms of this Paragraph 10
shall be paid as soon as practicable but no later than 90 days after Employee
submits evidence of such expenses to Corporation (which payment date shall in
no event be later than the last day of the calendar year following the calendar
year in which the expense was incurred). The amount of such reimbursements
during any calendar year shall not affect






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the benefits provided in any other calendar year, and the right to any
benefits under this paragraph shall not be subject to liquidation or exchange
for another benefit.



     4. Paragraph 12 shall be amended by deleting the fourth paragraph thereof and replacing it
with a new fourth paragraph to read as follows:




     If, following Employee’s becoming totally disabled, this Agreement shall
be terminated (as provided in the preceding paragraph) and Employee’s
employment with Corporation terminated, Employee shall be 100% vested in, and
entitled to, benefits under the Aflac Incorporated Supplemental Executive
Retirement Plan (“SERP”) determined as if Employee’s “Years of Participation”
and “Years of Employment” (as such terms (or similar terms) are defined in the
SERP) include the period of time before such termination date during which
Employee was totally disabled. Furthermore, if on such termination date
Employee is not yet eligible for an early retirement benefit under the SERP,
Employee will be entitled to benefits under the SERP the amount of which shall
be determined as if his termination date was Employee’s Early Retirement Date
(as such term is defined in the SERP); provided, these provisions shall not
affect the timing or form of his SERP distributions, which shall be determined
solely under the terms of the SERP.


     5. Paragraph 13.A(1)(a) shall be amended by adding at the beginning thereof the following:

upon Employee’s separation from service (as defined in Paragraph 13.E below),



     6. Paragraph 13.A(1)(a) shall be amended by adding at the end thereof the following:

provided further, such amount (if any) payable for the period after the date of
Employee’s actual termination of employment (his “Actual Termination Date”)
will be paid in a single lump sum upon the day after the six (6)-month
anniversary of his separation from service;


     7. Paragraph 13.A(1)(b) shall be amended by deleting said paragraph in its entirety and
replacing it with the following:




          (b) pay Employee an amount equal to any performance bonus due Employee
under Paragraph 7 of this Agreement for the period ending on the termination
date stated in said written notice or on such earlier date of Employee’s actual
termination of his employment prior to the end of said five (5)-day period if
such termination is without the approval of Corporation (the earlier of such
dates being referred to as the “Applicable Date”). The amount of said bonus,
if any, will be calculated on a prorated basis, using the number of days during
the calendar year up to the Applicable Date, and will be paid to Employee
pursuant to the terms and customary operations of the Management Incentive
Program (or other applicable bonus program) except that Employee’s performance
will be deemed to have achieved target while the actual performance of
Corporation will be applied to the performance goals under the plan; provided,
if the Applicable Date occurs after the end of the calendar year in which the
notice of termination is given, (i) the bonus payment for the calendar year in
which such notice is given will be paid without any proration, and (ii) the
proration described herein will apply to the next calendar year (i.e., the
calendar year in which the Applicable Date occurs), and the bonus for such next
calendar year will be paid upon Employee’s separation from service in a lump
sum between January 1 and March 15, inclusive, of the



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calendar year following the calendar year in which the Applicable Date occurs
or, if later, upon the day after the six (6)-month anniversary of Employee’s
separation from service;



     8. Paragraph 13.A(1)(d) shall be amended by deleting said paragraph in its entirety and
replacing it with the following:




          (d) upon Employee’s separation from service, continue to pay all of
Employee’s fringe and other employee benefits as provided for in this Agreement
up to the Applicable Date. Notwithstanding the foregoing, even if Corporation
approves Employee’s cessation of rendering full-time services on behalf of
Corporation prior to the termination date stated in the written notice of
termination from Corporation, after Employee’s Actual Termination Date,
Employee shall not actively participate in any retirement plan qualified under
Code Section 401(a), any employee stock purchase plan under Code Section 423,
any fully insured benefit for which the insurer does not allow post-employment
participation, or any other plan or benefit (other than Corporation’s
self-insured group health plan) that Corporation or the third-party insurer of
such benefit reasonably determines is not suitable or available for
post-employment participation. In such event, Employee shall be entitled to the
benefits described in the last paragraph of clauses (i) and (ii) of Paragraph
13.A(2)(d) below, to the extent applicable, but only up to the Applicable Date;



     9. Paragraphs 13.A(2)(a) and (b) shall be amended by deleting said paragraphs in their
entirety and replacing them with the following:




          (a) upon Employee’s separation from service, pay Employee his base salary
as provided for in Paragraph 5 of this Agreement up to the end of the scheduled
term of this Agreement; provided, such amount payable for the period after his
Actual Termination Date will be paid in accordance with the regular payroll
schedule applicable to all other similarly-situated active executive employees
of Corporation commencing with the next regularly scheduled payday, with any
portion of such amount that is payable within the six (6)-month period beginning
on the date of his separation from service being paid in a lump sum upon the day
after the six (6)-month anniversary of his separation from service;




          (b) pay Employee an amount equal to a portion of his performance bonus
compensation as provided for in Paragraph 7 of this Agreement prorated based on
the number of days through the end of the scheduled term of this Agreement.
The amount of such bonus, if any, will be paid to Employee pursuant to the
terms and customary operations of the Management Incentive Program (or other
applicable bonus program) except that Employee’s performance will be deemed to
be at target while actual performance of Corporation will be applied; provided,
if the scheduled term of this Agreement ends after the calendar year in which
the notice of termination is given, (i) the bonus payment for the calendar year
in which such notice is given will be paid without any proration; and (ii) the
amount of the bonus payment for the calendar year in which the scheduled term
of this Agreement ends will be calculated on a pro rata basis, using the number
of days elapsed during such calendar year through the end of the scheduled term
of this Agreement, and will be paid upon Employee’s separation from service in
a lump sum between January 1 and March 15, inclusive, of the calendar year
following the calendar year in which the scheduled term of this Agreement ends
or, if later, upon the day after the six (6)-month anniversary of his
separation from service;



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     10. Paragraph 13.A(2)(d) shall be amended by:




	 	(i)	 	Adding at the beginning thereof the following:
	 
	 	 	 	upon Employee’s separation from service,
	 
	 	(ii)	 	Adding at the end thereof a new (unnumbered) paragraph as follows:
	 
	 	 	 	Notwithstanding the foregoing, after Employee’s Actual Termination Date,
Employee shall not actively participate in any retirement plan qualified
under Code Section 401(a), any employee stock purchase plan under Code
Section 423, any fully insured benefit for which the insurer does not
allow post-employment participation, or any other plan or benefit (other
than Corporation’s self-insured group health plan) that Corporation or
the third-party insurer of such benefit reasonably determines is not
suitable or available for post-employment participation. In such event,
Employee shall be entitled to the benefits described in the next
succeeding paragraph, to the extent applicable, up to the end of the
scheduled term of this Agreement.






     (i) After Employee’s Actual Termination Date, Employee shall no
longer actively participate in the Aflac Incorporated 401(k) Savings and
Profit Sharing Plan (the “401(k) Plan”). Corporation shall pay to
Employee an amount equal to the dollar amount of matching contributions,
if any, that would have been made to Employee’s account(s) under the
401(k) Plan if Employee had continued to actively participate in such
plan for the period from Employee’s Actual Termination Date through the
end of the scheduled term of this Agreement, and had made Employee
deferrals at the deferral rate necessary to receive the maximum matching
contribution (if any) available to him under the terms of the 401(k)
Plan with such amount being calculated as if Employee’s compensation and
the limits applicable under the 401(k) plan all remained at the levels
in effect as of the date the notice of termination is given. This
payment shall be made to Employee in a lump sum upon the day after the
six (6)-month anniversary of his separation from service.




     (ii) If, following Employee’s separation from service, Employee
does not qualify for retiree health benefits (if any) under
Corporation’s group health plan, then upon Employee’s separation from
service, Corporation shall allow Employee to continue to participate in
Corporation’s group health plan for the remainder of the stated term of
this Agreement as if he remained an active employee; provided, Employee
pays the full premium cost for such coverage; and provided further,
Corporation shall reimburse Employee for the employer portion of the
cost of such coverage (such that Employee shall pay in net terms only
the active employee cost of such coverage) within sixty 60 days after
the end of each calendar month in which Employee maintains such
coverage.



     11. Paragraphs 13.B(1) (a) and (b) shall be amended by deleting said paragraphs in their
entirety and replacing them with the following:




          (a) pay Employee his base salary due him under Paragraph 5 of this
Agreement up to his Actual Termination Date;



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          (b) pay Employee an amount equal to any performance bonus compensation due
him under Paragraph 7 of this Agreement for the period ending on the earlier of
(i) the termination date stated in such written notice, or (ii) the last day of
the calendar year in which written notice of termination is provided. The
amount of said bonus, if any, will be paid to Employee pursuant to the terms
and customary operations of the Management Incentive Program (or other
applicable bonus program) except that Employee’s performance will be deemed at
target while actual performance of Corporation will be applied, and will be
calculated on a pro rata basis, using the number of days Employee was actually
employed by Corporation during the calendar year in which Employee provides
such written notice of termination;



     12. Paragraph 13.B(1)(d) shall be amended by deleting said paragraph in its entirety and
replacing it with the following:




          (d) pay Employee, and if elected by Employee, his spouse such retirement
benefits as are provided for in the Supplemental Executive Retirement Plan (the
“SERP”) under paragraph 9 thereof. For purposes of this subparagraph, Employee
shall continue to accrue “credited service” as an employee under the SERP up
through the termination date stated in said notice; provided, these provisions
shall not affect the timing or form of his SERP distributions, which shall be
determined solely under the terms of the SERP.



     13. Paragraph 13.B(2) shall be amended by deleting said paragraph in its entirety and
replacing it with the following:




     (2) In the event such termination by Employee shall be for “good reason”
(as defined in Paragraph 18 hereof), Corporation shall be obligated to provide
Employee with the payments, benefits and rights in a manner, at such times and
in such forms as specified in subparagraphs A.(2)(a)-(d) of this Paragraph 13.



     14. Paragraph 13.B(3)(a) shall be amended by deleting said paragraph in its entirety and
replacing it with the following:




          (a) subject to Corporation’s rights under Paragraphs 15 and 16,
Corporation shall pay Employee his base salary due him under Paragraph 5 of
this Agreement up to his Actual Termination Date;



     15. Paragraph 13.D shall be amended by deleting said paragraph in its entirety and replacing
it with the following:




     D. Cooperation After Notice of Termination. Following any such
notice of termination, Employee shall fully cooperate with Corporation in all
matters relating to the winding up of his pending work on behalf of Corporation
and the orderly transfer of any such pending work to other employees of
Corporation as may be designated by the Board; and to that end, Corporation
shall be entitled to full-time services of Employee through his Actual
Termination Date and such full-time or part-time services of Employee as
Corporation may reasonably require during all or any part of the sixty (60)-day
period that both follows any such notice of termination and his Actual
Termination Date; provided, the parties acknowledge that, depending on the
level of services so



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required, the provision of such services may delay the timing of
Employee’s separation from service.



     16. Paragraph 13 shall be amended by adding at the end thereof new paragraphs 13.E and 13.F as
follows:




     E. Separation from Service. The term “separation from service”
when used in this Agreement shall mean that Employee separates from service
with Corporation and all affiliates, as defined in Code Section 409A and
guidance issued thereunder (“Section 409A”). As a general overview of Section
409A’s definition of “separation from service”, an employee separates from
service if the employee dies, retires, or otherwise has a termination of
employment with all affiliates, determined in accordance with the following:




          (1) Leaves of Absence. The employment relationship is treated as
continuing intact while the employee is on military leave, sick leave, or other
bona fide leave of absence if the period of such leave does not exceed six (6)
months, or, if longer, so long as the employee retains a right to reemployment
with an affiliate under an applicable statute or by contract. A leave of
absence constitutes a bona fide leave of absence only while there is a
reasonable expectation that the employee will return to perform services for an
affiliate. If the period of leave exceeds six (6) months and the employee does
not retain a right to reemployment under an applicable statute or by contract,
the employment relationship is deemed to terminate on the first date
immediately following such six (6)-month period. Notwithstanding the
foregoing, where a leave of absence is due to any medically determinable
physical or mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than six (6) months, where
such impairment causes the employee to be unable to perform the duties of his
or her position of employment or any substantially similar position of
employment, a twenty-nine (29)-month period of absence shall be substituted for
such six (6)-month period.




          (2) Status Change. Generally, if an employee performs services
both as an employee and an independent contractor, the employee must separate
from service both as an employee and as an independent contractor pursuant to
standards set forth in Treasury Regulations to be treated as having a
separation from service. However, if an employee provides services to
affiliates as an employee and as a member of the Board of Directors, the
services provided as a director are not taken into account in determining
whether the employee has a separation from service as an employee for purposes
of this Agreement.




          (3) Termination of Employment. Whether a termination of
employment has occurred is determined based on whether the facts and
circumstances indicate that the employer and the employee reasonably anticipate
that (A) no further services will be performed after a certain date, or (B) the
level of bona fide services the employee will perform after such date (whether
as an employee or as an independent contractor) will permanently decrease to
less than 50 percent of the average level of bona fide services performed
(whether as an employee or an independent contractor) over the immediately
preceding thirty-six (36)-month period. Facts and circumstances to be
considered in making this determination include, but are not limited to,
whether the employee continues to be treated as an employee for other purposes
(such as continuation of salary and participation in employee benefit
programs), whether similarly-situated



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service providers have been treated consistently, and whether the employee
is permitted, and realistically available, to perform services for other
service recipients in the same line of business. For periods during which an
employee is on a paid bona fide leave of absence and has not otherwise
terminated employment as described in subparagraph (1) above, for purposes of
this subparagraph, the employee is treated as providing bona fide services at a
level equal to the level of services that the employee would have been required
to perform to receive the compensation paid with respect to such leave of
absence. Periods during which an employee is on an unpaid bona fide leave of
absence and has not otherwise terminated employment are disregarded for
purposes of this subsection (including for purposes of determining the
applicable thirty-six (36)-month period).




     F. Separate Payments. Each payment made to Employee pursuant to
this Paragraph 13 or Paragraph 18 shall be treated as a separate payment for
purposes of Code Section 409A.




	 	17.	 	Paragraph 14 shall be amended by adding to the end thereof the following:
	 
	 	 	 	If upon Employee’s death Employee was not eligible for (at least) an early
retirement benefit under SERP, benefits will be payable under the SERP the
amount of which shall be determined as if Employee’s date of death was his
Early Retirement Date (as such term is defined in SERP); provided, these
provisions shall not affect the timing or form of his SERP distributions, which
shall be determined solely under the terms of the SERP.





     18. Paragraph 18.B(1) shall be amended by deleting said paragraph in its entirety and
replacing it with the following:




     (1) In a manner, at such times and in such forms as provided in Paragraphs
13.A(1)(a) – (d), Corporation shall pay Employee’s full base salary to Employee
through the date of termination stated in Corporation’s written notice required
pursuant to Paragraph 13.A hereof (hereinafter in this paragraph the
“Termination Date”) at the rate in effect on the date such notice is given and,
additionally, shall pay Employee all compensation and benefits payable to
Employee under the terms of any compensation or benefit plan, program or
arrangement maintained by Corporation during such period through the
Termination Date.



     19. Paragraph 18.B(3) shall be amended by deleting said paragraph in its entirety and
replacing it with the following:




     (3) In lieu of any further salary payments to Employee for periods
subsequent to the Termination Date, the Corporation shall pay to Employee,
immediately after the Termination Date, a lump sum payment, in cash, equal to
three (3) times the sum of (i) Employee’s annual base salary in effect
immediately prior to the Change in Control and (ii) the higher of the amount
paid to Employee pursuant to the Corporation’s Management Incentive Plan (or
any successor plan thereto) for the year preceding the year in which the
Termination Date occurs or paid in the year preceding the year in which the
Change in Control occurs; provided, if Employee’s separation from service
occurs more than twenty-four (24) months after the Change in Control, only the
portion of such lump-sum severance payment in excess of the total amount that
would have been payable under Paragraphs 13.A(2)(a) and (b) shall be paid
pursuant to the terms hereinabove, and the remainder shall be paid pursuant to
the terms of Paragraphs 13.A(2)(a) and (b) as if



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no Change in Control had occurred; and, provided further, such amount will
be paid upon the day after the six (6)-month anniversary of Employee’s
separation from service.




	 	20.	 	Paragraph 18.B(4) shall be amended by adding to the end thereof the following:
	 
	 	 	 	; provided, to the extent any amount of such lump sum payable after the
Termination Date is not exempt from Section 409A, such amount will be paid upon
the day after the six (6)-month anniversary of Employee’s separation from
service.





     21. Paragraph 18.B(5) shall be amended by deleting said paragraph in its entirety and
replacing it with the following:




     (5) For a thirty-six (36)-month period after Employee’s separation from
service, Corporation shall provide Employee with life, disability, accident
and health insurance benefits substantially similar to and equal or greater in
economic value than such benefits which Employee is receiving immediately prior
to the Termination Date (without giving effect to any reduction in such
benefits subsequent to a Change in Control which reduction in benefits would
constitute “good reason” as defined in this Paragraph). Benefits required to
be provided to Employee pursuant to this subparagraph B(5) shall be reduced to
the extent comparable benefits are actually received by or made available to
Employee without cost during such thirty-six (36)-month period and any such
benefit actually received by Employee shall be reported to Corporation by
Employee.




Notwithstanding the foregoing, with respect to any of such life and/or
disability benefits that are fully insured, in lieu of providing such benefits
for such period, Corporation shall pay Employee a lump-sum amount equal to the
cost of such benefits on a post-employment basis for such thirty-six (36)-month
period; provided, any such cash payment shall be made as soon as practicable
after Employee’s separation from service, with any amount that is not exempt
from Section 409A and that is otherwise payable within the six (6)-month period
beginning on the date of his separation from service being paid upon the day
after the six (6)-month anniversary of his separation from service.



     22. Paragraph 18.D shall be amended by deleting said paragraph in its entirety and replacing
it with the following:




     D. Notwithstanding any other provisions of this Agreement, in the event
that any payment or benefit received or to be received by Employee in
connection with a Change in Control or the termination of Employee’s employment
(whether pursuant to the terms of this Agreement or any other plan, arrangement
or agreement with the Corporation, any person whose actions result in a Change
in Control or any person affiliated with the Corporation or such person) (all
such payments and benefits being hereinafter called “Total Payments”) would not
be deductible (in whole or in part) by the Corporation, an affiliate or person
making such payment or providing such benefit as a result of Section 280G of
the Internal Revenue Code of 1986 (the “Code”) then, to the extent necessary to
make such portion of the Total Payments deductible (and after taking into
account any reduction in the Total Payments provided by reason of Section 280G
of the Code in such other plan, arrangement or agreement), adjustments in such
payments shall be made as follows: (i) the cash payments provided pursuant to
subparagraph B.(3) and B.(4) of this Paragraph 18 that are exempt from Section
409A shall first be reduced



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(if necessary, to zero); (ii) then, if further reductions are necessary,
benefits provided under subparagraph B.(5) of this Paragraph 18 that are exempt
from Section 409A shall be reduced (if necessary, to zero); (iii) then, if
still further reductions are necessary, the cash payments provided pursuant to
subparagraph B.(3) and B.(4) of this Paragraph 18 that are not exempt from
Section 409A shall be reduced (if necessary, to zero); and (iv) finally, if
still further reductions are necessary, all of the benefits provided under
subparagraph B.(5) of this Paragraph 18 that are not exempt from Section 409A
shall be forfeited. For purposes of this limitation (i) no portion of the
Total Payments, the receipt or enjoyment of which Employee shall have
effectively waived in writing prior to the date of termination of employment
shall be taken into account (provided that, in no event will any such waiver
impermissibly affect any portion of the Total Payments that is subject to
Section 409A), (ii) no portion of the Total Payments shall be taken into
account which in the opinion of the tax counsel selected by the Corporation’s
independent auditors and reasonably acceptable to Employee does not constitute
a “parachute payment” within the meaning of Section 280G(b)(2) of the Code,
including by reason of Section 280G(b)(4)(A) of the Code, (iii) except as
provided in clause (iv) above, the payments and benefits be reduced only to the
extent necessary so that the Total Payments (other than those referred to in
clauses (i) or (ii)) in their entirety constitute reasonable compensation for
services actually rendered within the meaning of Section 280G(b)(4)(B) of the
Code or are otherwise not subject to disallowance as deductions, in the opinion
of the tax counsel referred to in clause (ii); and (iv) the value of any
non-cash benefit or any deferred payment or benefit included in the Total
Payments shall be determined by the Corporation’s independent auditors in
accordance with the principles of Sections 280G(d)(3) and (4) of the Code. In
no event shall the Corporation’s obligation to continue to honor all stock
options granted to Employee prior to the Termination Date nor the vesting of
stock options in accordance with Paragraph 18.C hereof be affected by this
Paragraph 18.D.



     23. Paragraphs 18.E(1) – (4) shall be amended by deleting said paragraphs in their entirety
and replacing them with the following:




     (1) “Change in Control” means a change in ownership or effective control
of Corporation or a change in the ownership of a substantial portion of the
assets of Corporation, all within the meaning of Section 409A. As a general
overview, Section 409A’s definition of these terms, and the dates as of which
they occur, are as follows:




          (a) The date any one person, or more than one person acting as a group,
acquires ownership of stock of Corporation that, together with stock held by
such person or group constitutes more than 50 percent of the total voting power
of the stock of Corporation. However, if any one person, or more than one
person acting as a group, is considered to own more than 50 percent of the
total fair market value or total voting power of the stock of Corporation, the
acquisition of additional stock by the same person or persons is not considered
to cause a change in the ownership of Corporation or to cause a change in the
effective control of Corporation.




          (b) The date any one person, or more than one person acting as a group,
acquires (or has acquired during the 12-month period ending on the date of the
most recent acquisition by such person or persons) ownership of stock of
Corporation possessing 30 percent or more of the total voting power of the
stock of Corporation.



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          (c) The date that any one person, or more than one person acting as a
group acquires (or has acquired during the 12-month period ending on the date
of the most recent acquisition by such person or persons) assets from
Corporation that have a total gross fair market value equal to or more than 40
percent of the total gross fair market value of all of the assets of
Corporation immediately before such acquisition or acquisitions.




          (d) The date a majority Corporation’s board of directors is replaced
during any 12-month period by directors whose appointment or election is not
endorsed by a majority of the members of Corporation’s board of directors
before the date of the appointment or election.



     24. Paragraph 18.E(5) shall be amended by deleting said paragraph in its entirety and
replacing it with the following:




     (2) “Good reason” shall mean the termination of employment by Employee
upon the occurrence of any one or more of the following events to the extent
that there is, or would be if not corrected, a material negative change in
Employee’s employment relationship with Corporation:




          (a) A material breach by Corporation of the terms and conditions of this
Agreement affecting Employee’s salary and bonus compensation, any employee
benefit, stock options or the loss of any of Employee’s titles or positions
with Corporation;




          (b) A significant diminution of Employee’s duties and responsibilities;




          (c) The assignment to Employee of duties significantly inconsistent with
or different from his duties and responsibilities existing at the time of a
Change in Control;




          (d) A purported termination of Employee’s employment by Corporation other
than as permitted by this Agreement;




          (e) The relocation of Corporation’s principal office or of Employee’s own
office to any place beyond twenty-five (25) miles from the current principal
office of Corporation in Columbus, Georgia; and




          (f) The failure of any successor to Corporation to expressly assume and
agree to discharge Corporation’s obligations to Employee under this Agreement
as extended under this paragraph, in form and substance satisfactory to
Employee.




Notwithstanding the foregoing, Employee shall have good reason under this
Agreement only if (i) Employee provides Corporation, within ninety (90) days of
the occurrence of the event giving rise to the notice, a written notice
indicating the specific good reason provision(s) in this Agreement relied upon,
setting forth in reasonable detail the facts and circumstances claimed to
provide a basis for good reason, and indicating a date of termination of
employment (not less than 30 nor more than 60 days after the date such



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notice is given); and (ii) such facts and circumstances are not substantially
corrected by Corporation prior to the date of termination specified by Employee
in such notice. Any failure by Employee to set forth in a notice of good
reason any facts or circumstances which contribute to the showing of good
reason shall not waive any right of Employee hereunder or preclude Employee
from asserting such fact or circumstances in enforcing his rights hereunder.



     25. Paragraph 18 shall be further amended by deleting in its entirety Paragraph F thereof.



     26. A new Paragraph 27 shall be added after Paragraph 26 as follows:




     27. CODE SECTION 409A. This Agreement, as amended by the
Amendment effective as of January 1, 2009, is intended to comply with the
requirements of Code Section 409A and shall be construed accordingly. Any
payments or distributions to be made to Employee under this Agreement upon a
“separation from service” (as defined above) of amounts classified as
“nonqualified deferred compensation” for purposes of Code Section 409A, payable
due to a separation from service and not exempt from Section 409A, shall in no
event be made or commence until six (6) months after such separation from
service. Each payment of nonqualified deferred compensation under this
Agreement shall be treated as a separate payment for purposes of Code Section
409A.



     27. Except as expressly amended by this Amendment, the Agreement shall remain in full force
and effect in accordance with its terms and continue to bind the parties.



     28. This Amendment shall be effective as of January 1, 2009.



     IN WITNESS WHEREOF, Corporation has hereunto caused its duly authorized executive to execute
this Amendment on behalf of Corporation, and Employee has hereunto set his hand and seal, all being
done in duplicate originals, with one original being delivered to each party, as of the ___day
of December, 2008.



	 	 	 	 	 	 	 	 	 
	Employee

	 	 	 	 	 	Aflac Incorporated	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Paul S. Amos II
 

Paul S. Amos II

	 	 	 	By:
	 	/s/ Daniel P. Amos
 

Daniel P. Amos
	 	 
	 

	 	 	 	 	 	Chairman and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Brooke Backenson
 


	 	 	 	Attest:
	 	/s/ Joey M. Loudermilk
 

	 	 
	Witness

	 	 	 	 	 	Joey M. Loudermilk	 	 
	 

	 	 	 	 	 	Corporate Secretary	 	 







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