EX-10.41






Aflac Incorporated 2008 Form 10-K





Exhibit 10.41



STATE OF GEORGIA,

COUNTY OF MUSCOGEE:




EMPLOYMENT AGREEMENT




     THIS AGREEMENT, made and entered into as of the 1st day of February, 2007, by and between
American Family Life Assurance Company of Columbus, a Nebraska corporation with its principal place
of business in Columbus, Georgia, corporation, hereinafter referred to as “Corporation,” and TOHRU
TONOIKE, hereinafter referred to as “Employee;”



WITNESSETH THAT:




     WHEREAS, Corporation and Employee desire to enter into an Employment Agreement and to set
forth the terms and conditions of Employee’s employment as an executive employee by Corporation as
its Deputy President of AFLAC Japan;



     NOW, THEREFORE, the parties, for and in consideration of the mutual covenants and agreements
hereinafter contained, do contract and agree as follows, to-wit:



     1. Purpose and employment. The purpose of this Agreement is to define the
relationship between Corporation as an employer and Employee as an employee and Deputy President of
AFLAC Japan. (This Agreement is further made in contemplation of Employee becoming President of
AFLAC Japan in the future. Unless modified by the mutual consent of the parties hereto, this
Agreement shall continue to govern the relationship between the parties in all respects.)



     2. Duties. Employee agrees to provide executive management services as Deputy
President of AFLAC Japan (or as President of AFLAC Japan if so designated) to Corporation and its
subsidiaries and affiliates on a full-time and exclusive basis; provided, however, nothing shall
preclude Employee from engaging in charitable and community affairs or managing his own or his
family’s personal investments.



     3. Performance. Employee agrees to devote all necessary time and his best efforts in
the performance of his duties on behalf of Corporation and its subsidiaries and affiliates.



     4. Term. The term of employment under this Agreement shall begin February 1, 2007,
and shall continue until December 31, 2010, unless extended or sooner terminated as hereinafter
provided.



     5. Base salary. For all the services rendered by Employee, Corporation shall pay
Employee a base salary of 40 million yen per annum, said salary shall be payable in accordance with
Corporation’s normal payroll procedures. Said salary shall be further increased to: 50 million per
annum effective January 1, 2008; 55 million yen effective January 1, 2009; and 60 million yen
effective January 1, 2010. Thereafter, Employee’s base salary may be increased annually during any
extensions of this Agreement as determined by the Chief Executive Officer.



     6. Adjustments to base salary. Corporation and Employee may, from time to time,
reflect increases in Employee’s base salary as provided for in Paragraph 5 by entering the change
on the “Schedule of Compensation,”



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as shown by the form attached hereto as Exhibit “A” and made a part hereof. If an increase in
compensation is entered on said Schedule and duly signed by the proper officers of Corporation and
by Employee, said entry shall constitute an amendment to this Employment Agreement as of the date
of said entry and shall supersede the base salary provided for in Paragraph 5 and any other
increases in Employee’s base salary previously entered on said Schedule.



     7. Management Incentive Plan. In addition to the base salary paid to Employee in
accordance with Paragraph 5, Corporation shall, for each calendar year of Employee’s employment by
Corporation, beginning with the calendar year 2007, pay Employee, as performance bonus
compensation, an amount determined each year under Corporation’s current Management Incentive Plan
(short-term Incentive Program) with a target level based on at least 37.5% of base salary in 2007,
42.5% in 2008 and 50% thereafter. Nothing in this paragraph shall preclude Employee from receiving
additional discretionary bonuses approved by the Chief Executive Officer or the Board.



     8. Special Retirement Benefit. Upon Employee’s termination of employment with
Corporation, Corporation shall within a reasonable period of time after such termination, pay to
employee a one-time, lump-sum special retirement benefit in recognition of Employee’s service to
corporation. This special retirement benefit shall be equal to 110% of the sum of all amounts
actually paid to employee as performance bonus compensation under corporation’s Management
Incentive Plan for calendar years 2007, 2008, 2009, 2010, as set forth in Paragraph 7.



     9. Employee benefits. Employee shall be eligible to participate with other employees
of the Corporation in all fringe benefit programs applicable to employees generally which may be
authorized and adopted from time to time by the Board, including without limitation: a qualified
pension plan, a profit sharing plan, a disability income or sick pay plan, a thrift and savings
plan, an accident and health plan (including medical reimbursement and hospitalization and major
medical benefits), and a group life insurance plan. In addition, Corporation shall furnish to
Employee such other “fringe” or employee benefits as are provided to key executive employees of
Corporation and such additional employee benefits which the Compensation Committee of the Board
shall determine to be appropriate to Employee’s duties and responsibilities including, without
limitation, reimbursement of legal and accounting expenses incurred by Employee in connection with
the preparation of his employment or other agreements with Corporation and any expenses for legal,
accounting or financial services incurred by Employee in connection with his employment.



     10. Stock option plans. Employee shall be awarded restricted stock or stock options
to purchase Corporation’s common stock under Corporation’s Equity Award Plans as determined by the
Compensation Committee of the Board of Directors. The CEO will recommend that grants in the
following number of shares be granted to Employee: upon employment in 2007, 20,000 restricted
shares; in 2008, 40,000 stock options. (It should be understood, however, that said options can
only be granted by the Compensation Committee of the Corporation’s Board of Directors, and that the
2007 grant cannot be made until after employment and during a “stock trading window” period, in
accordance with the Corporation’s policy.)



     11. Working facilities and expenses. Employee shall be provided with an office,
books, periodicals, stenographic and technical help, ground and air transportation, and such other
facilities, equipment, supplies and services suitable to his position and adequate for the
performance of his duties. The Corporation shall pay Employee’s fees and dues in such social and
country clubs, civic clubs and business societies and associations as shall be appropriate in
facilitating Employee’s job performance and in the best interest of Corporation. The Corporation
shall also pay all appropriate business liability insurance and any business licenses and fees
pertaining to the services rendered by Employee hereunder.



     Employee is encouraged and is expected, from time to time to incur reasonable expenses for
promoting the business of Corporation, including expenses for social and civic club memberships and
participation, entertainment, travel and other activities associated with Employee’s duties. The
cost of all such activities shall be the expenses of



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Corporation unless the Compensation Committee of the Board shall determine in advance that any such
expense of Employee should be paid by Employee.



     12. Vacation. Employee shall continue to be entitled to his vacation time with pay
during each calendar year in accordance with Corporation’s vacation policy for senior executive
employees. In addition, Employee shall be entitled to such holidays as Corporation shall recognize
for its employees generally.



     13. Sickness and total disability. Employee’s absence from work because of sickness
or accident (not resulting in Employee becoming “totally disabled,” as that term is hereinafter
defined) shall not result in any adjustment in Employee’s compensation or other benefits under this
Agreement.



     Should Employee become totally disabled as a result of sickness or accident and unable to
adequately perform his regular duties prescribed under this Agreement, his base salary (which shall
continue to be adjusted as provided for in Paragraph 5), together with incentive bonuses under the
Corporation’s Management Incentive Plan and his participation in Corporation’s employee benefit
programs and retirement plan shall continue without reduction except as hereinafter provided,
during the continuance of such disability of a period not exceeding the earlier of (1) the end of
the term of this Agreement or any extension hereof or (2) a period of one and one-half (1-1/2)
years (547 calendar days) for each continuous disability. Payments pursuant to this paragraph 13
shall be reduced by any amounts paid to Employee during any such period of disability from time to
time under any disability programs, plans or policies maintained by Corporation, its subsidiaries
or affiliates.



     Should Employee’s total disability continue for a period beyond the end of the term of this
Agreement or in excess of 547 calendar days, this Agreement shall, at the end of such period which
first occurs, be automatically terminated. If, however, prior to such time, Employee’s total
disability shall have ceased and he shall have resumed the adequate performance of his duties
hereunder, this Agreement shall continue in full force and effect and Employee shall be entitled to
continue his employment hereunder and to receive his full compensation and other benefits as though
he had not been disabled; provided, however, unless Employee shall adequately perform his duties
hereunder for a continuous period of at least sixty (60) calendar days following a period of total
disability before Employee again becomes totally disabled, he shall not be entitled to start a new
547-day period under this paragraph, but instead may only continue under the remaining portion of
the original 547-day period of total disability. In the event Employee shall not adequately
perform his duties hereunder for a continuous period of at least sixty (60) calendar days following
a period of total disability, the running of the original 547-day period shall cease during the
time of Employee’s adequate performance of his duties hereunder before Employee again becomes
totally disabled.



     For the purpose of this Agreement, the term “totally disabled” or “total disability” shall
mean Employee’s inability to adequately perform his executive and management duties hereunder on
account of accident or illness. It is understood that Employee’s occasional sickness or other
incapacity of short duration may not result in his being or becoming “totally disabled;” however,
such illness or incapacity could constitute Employee’s being or becoming “totally disabled” if such
illness or incapacity is prolonged or recurring.



     14. Termination of employment.



          A. Termination by Corporation. The Corporation’s Chief Executive Officer may terminate this
Agreement, at any time, with or without “good cause” (“good cause” being hereinafter defined), by
giving at least sixty (60) days’ written notice to Employee of its intention to terminate
Employee’s employment without “good cause” or at least five (5) days’ written notice to Employee of
its intention to terminate Employee’s employment for “good cause;” provided, however, Corporation
may, at its election, terminate Employee’s actual employment (so that Employee no longer renders
services on behalf of Corporation) at any time during said sixty (60) day or five (5) day period;
and,




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               (1) In the event such termination is for “good cause,” Corporation shall be obligated only
to:



          (a) pay Employee his base salary as provided for in Paragraph 5 of this Agreement up to the
termination date stated in said written notice; provided, however, if Corporation does not elect to
terminate Employee’s employment during said five (5) day period, but Employee, after receiving such
notice of termination from Corporation, elects to leave the employ of Corporation prior to the end
of said five (5) day period without the approval of Corporation, then Corporation shall pay said
base salary only up to the date on which Employee actually terminates his employment;




          (b) pay Employee 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 (5) day period if such
termination is without the approval of Corporation. The amount of said bonus, if any, shall be
calculated on a prorata basis, using the number of days Employee was actually employed during such
period, and the amount so calculated shall be paid to Employee within a reasonable time after the
end of Corporation’s fiscal year in which written notice of Employee’s termination is given;




          (c) continue to honor all fully vested stock options, subject to the terms thereof, granted
to Employee prior to the termination date stated in said written notice or prior to 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 the Corporation;




          (d) continue to pay all of Employee’s fringe and other employee benefits as provided for in
this Agreement up to the termination date stated in said written notice or up to 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 the Corporation.




          (e) For purposes of this subparagraph (1) and paragraph 19 hereof, “good cause” shall mean:
(i) the willful and deliberate failure of Employee to substantially perform his executive and
management duties hereunder for a continuous period of more than sixty (60) days for reasons other
than Employee’s sickness, injury or disability; (ii) the willful and deliberate conduct by Employee
which is intended by Employee to cause, and which does in fact result in substantial injury or
damage to Corporation; or (iii) the conviction or plea of guilty by Employee of a felony crime
involving moral turpitude.




               (2) In the event such termination is without “good cause,” as defined in subparagraph (1)(e)
of this paragraph and, if applicable, subject to the terms of paragraph 19, Corporation shall be
obligated to:



          (a) 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;




          (b) pay employee his performance bonus compensation as provided for in paragraph 7 of this
Agreement up to the end of the scheduled term of this Agreement;




          (c) continue to honor all stock options, subject to the terms thereof, granted to Employee
prior to the termination date stated in said written notice, all of said options to be or become
fully vested as of the termination date stated in said written notice;




     (d) continue to pay or provide to Employee all of the retirement, health, life and disability
benefits, as are provided for in this Agreement or under any programs, plans or policies covering
Employee at the time of any such



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notice of termination, up to the end of the scheduled term of this Agreement.



          B. Termination by Employee. Employee may terminate this Agreement, at any time by
giving at least sixty (60) days’ written notice to Corporation of his intention to terminate his
employment;



(1) in the event such termination by Employee shall be without “good reason” (as defined in
paragraph 19 hereof) and with a bona fide intent to retire or to work or engage in a business or
activity which is not in competition with Corporation or any of its subsidiaries or affiliates,
Corporation shall be obligated to:




          (a) pay Employee his base salary due him under paragraph 5 of this Agreement up to the
termination date stated in said written notice;





(b) pay Employee any performance bonus compensation due him under paragraph 7 of this
Agreement for the period ending on the termination date stated in said written notice.
The amount of such performance bonus, if any shall be calculated on a prorata basis,
using the number of days Employee was actually employed by Corporation during such
year of termination; and the amount so calculated shall be paid to Employee within a
reasonable time after the end of Corporation’s fiscal year in which Employee’s notice
of termination is given;




(c) continue to honor all stock options, subject to the terms thereof, granted to
Employee which are fully vested prior to the termination date stated in said written
notice.



          (2) In the event such termination by Employee shall be for “good reason” (as defined in
paragraph 18 hereof), the Corporation shall be obligated to provide Employee with the payments,
benefits and rights specified in subparagraphs A.(2)

(a)-(c) of this paragraph 14 hereof.




          (3) In the event such termination by Employee shall be without “good reason” (as defined in
paragraph 18 hereof) and with the intention or purpose to work or invest, directly or indirectly,
in a business or activity which is in competition, directly or indirectly, with Corporation or any
of its subsidiaries or affiliates or, irrespective of Employee’s intention at the time of his
termination, if Employee shall violate his covenant not to compete under paragraph 16 or the
requirements of paragraph 17, then Corporation shall not be obligated to make or provide any
further payments or benefits to Employee under this Agreement except as herein provided in this
subparagraph.





(a) Subject to Corporation’s rights under paragraphs 16 and 17, Corporation shall pay
Employee his base salary due him under paragraph 5 of this Agreement up to the
termination date stated in said written notice;




(b) Subject to Corporation’s rights under paragraphs 16 and 17 hereof, Corporation
shall continue to honor all stock options, subject to the terms thereof, granted to
Employee which are fully vested prior to the termination date stated in said written
notice;



          C. Termination while disabled. If Employee is totally disabled at the time any such
notice of termination is given, then notwithstanding the provisions of this paragraph 14,
Corporation shall nevertheless continue to pay Employee, as his sole compensation hereunder, the
compensation and other benefits for the remaining period of Employee’s total disability as provided
for in paragraph 13 hereinabove. It is understood that in no event shall such disabled Employee be
entitled to compensation under this paragraph 14 in addition to the continuation of his
compensation under paragraph 13.




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          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 Chief Executive Officer; and to that
end, Corporation shall be entitled to 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 following
any such notice of termination.




     15. Death of Employee. In the event of Employee’s death during the term of this
agreement or any extension hereof, this Agreement shall terminate immediately, and Employee’s
estate shall be entitled to receive terminal pay in an amount equal to the amount of Employee’s
base salary and any performance bonus compensation actually paid by Corporation to Employee during
the last thirty-six (36) months of his life, said terminal pay to be paid in thirty-six (36) equal
monthly installments beginning on the first day of the month next following the month during which
Employee’s death occurs. Terminal pay as herein provided for in this paragraph shall be in
addition to amounts otherwise receivable by Employee or his estate under this or any other
agreements with Corporation or under any employee benefits or retirement plans established by
Corporation and in which Employee is participating at the time of his death. In addition,
Corporation shall honor all stock options, subject to the terms thereof, granted to Employee prior
to his death and Employee or his Estate shall, if not otherwise vested, become fully vested in said
options as of the date of Employee’s death.



     16. Agreement not to compete.



          It is specifically agreed that, in the event Employee shall voluntarily terminate his
employment without “good reason” (as defined in Paragraph 19) or be terminated by Corporation for
“good cause” (as defined in Paragraph 14) Employee shall not work for a period of two (2) years
from the date of such termination, as a manager, officer, owner, partner or employee or render any
services as a consultant or advisor or engage or invest, directly or indirectly, in any activity
which is in competition with the business of the Corporation, its subsidiaries or affiliates within
the United States or Japan. Provided, however it is agreed that Employee may invest in the
publicly traded securities of any corporation, partnership or trust which is in competition with
Corporation so long as such investment does not exceed three percent (3%) of such securities at any
time. It is specifically agreed that if, after Employee’s termination of employment, Employee
engages in any such prohibited activity at any time during said two year period, Corporation shall,
in addition to any other rights it may have under this contract and applicable law be entitled to
injunctive relief or, if the Corporation shall so elect, (due to the difficulty of determining
damages) be entitled to liquidated damages in the amount of One Million Dollars ($1,000,000) which
Employee agrees to promptly pay to Corporation upon demand.




     17. Nondisclosure of trade secrets and confidential information.




A. Access. Employee acknowledges that , during the term of his employment hereunder,
he will be privy to (i) certain confidential and proprietary information of corporation which
constitutes trade secrets as defined in the Georgia Trade Secret Act of 1990 (the “Act”), and
(ii) certain other confidential and proprietary information of Corporation that may not
constitute trade secrets as defined in the Act.




B. Nondisclosure. Employee agrees to not disclose to any third party, without the
prior written consent of Corporation’s Chief Executive Officer or unless necessary to perform
his duties and responsibilities hereunder, the processes, lists, identify of customers,
business plans, marketing plans and techniques, pricing data, financial data, marketing
programs, customer files, financial institution files, technical expertise, and know how, and
other confidential and proprietary information and trade secrets, whether as defined in the
Act or which may lie beyond it (collectively, the “Property”), which have been or will be
provided to Employee by Corporation and are confidential and proprietary property of
Corporation.



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Employee further agrees not to use any Property to his personal benefit or the benefit of any
such third party. Employee also agrees to return to Corporation all such Property which is
tangible upon the termination of his employment hereunder. Notwithstanding the foregoing,
the Property protected hereunder will not include any data or information that has been
disclosed to the public (except where such public disclosure has been made by Employee
without authorization), that has been independently developed and disclosed by others, or
that otherwise enters the public domain through lawful means. The restrictions in this
Paragraph are in addition to, and not in lieu of, any rights or remedies Corporation may have
available pursuant to applicable law to prevent the disclosure of trade secrets and
proprietary information, with such laws including but not limited to the Act.




C. Nondisclosure Period. Employee’s obligations under the nondisclosure provisions in
this Paragraph 17: (i) will apply to confidential information that does not constitute trade
secrets during the term of Employee’s employment hereunder and termination, and (ii) will
apply to trade secrets until such Property no longer constitutes trade secrets.




D. Remedies for Breach. It is specifically agreed that if, at any time during the
term of this Agreement or after the date of Employee’s termination of employment with
Corporation for any reason, Employee shall violate the provisions of this Paragraph 17,
Corporation shall, in addition to any rights it may have under this Agreement and applicable
law, be entitled to liquidated damages of One Million Dollars ($1,000,000) which Employee
agrees to promptly pay Corporation under demand. It is understood and agreed that
Corporation’s remedies under this Paragraph 17 shall be separate and in addition to the
remedies provided to corporation under Paragraph 16 hereof.



     18. Right to acquire insurance. If Employee shall terminate his employment hereunder
for any reason other than death, he may, at his election, acquire any insurance policies upon his
life owned by the Corporation by giving written notice of his election to Corporation within ninety
(90) days after his termination of employment. Such policies shall be transferred to the Employee
upon his payment to Corporation of the then interpolated terminal reserve value of said insurance.
In the event any policies transferred to Employee as herein provided shall not have an interpolated
terminal reserve value, then the amount to be paid by Employee shall be its then fair market value.



     19. Change in control.



          A. In general. In the event there is a Change in Control (as defined in this
paragraph) of Corporation, this Agreement shall, in order to help eliminate the uncertainties and
concerns which may arise at such time, be automatically extended upon all of the same terms and
provisions contained herein, for an additional period of three (3) years, beginning on the first
day of the month during which such Change in Control shall occur.




          B. Notwithstanding the term of subparagraph A(2) and (B)(2) of Paragraph 14, and in lieu of
the obligations of the Corporation under such paragraph, if, after a Change in Control Employee’s
employment is terminated by Corporation without “good cause” (as defined in paragraph 14), or is
terminated by Employee for “good reason” (as defined in paragraph 19), any such termination by
Corporation to be made only in accordance with the requirements specified by paragraph 14 (A),
Employee shall be entitled to the following:




                    (1) The 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 14 (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
the Corporation during such period through the Termination Date.



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                    (2) The Corporation shall pay Employee all compensation and benefits due Employee under
Corporation’s retirement, insurance and other compensation or benefit plans, programs of
arrangements as such payments become due. The amount of such compensation and benefits shall be
determined under, and paid in accordance with, Corporation’s retirement, insurance and other
compensation or benefit plans, programs and arrangements.



                    (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 severance payment, in cash, equal to three 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.



                    (4) The Corporation shall pay to Employee, immediately after the Termination Date, a lump sum
amount, in cash, equal to a prorata portion (based on the number of days Employee is an employee
during the year in which the Termination Date occurs) of the aggregate value of the maximum annual
target amount of all contingent incentive compensation awards to Employee for all uncompleted
periods under the Corporation’s Management Incentive Plan (or successor plan thereto).



                    (5) For a thirty-six (36) month period after the termination date, the Corporation shall
provide Employee with life, disability, accident and health insurance benefits substantially
similar to an 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 the Corporation by Employee.



          C. In addition to the payments provided for in subparagraph B of this paragraph 18, in the
event that after a Change in Control Employee’s employment by the Corporation is terminated by the
Corporation without “good cause” or by Employee for “good reason,” the Corporation shall continue
to honor all stock options granted to Employee (subject to the terms of such options) prior to the
Termination Date, and all stock options granted to Employee prior to the Termination Date shall
become fully vested and exercisable as of the Termination Date.



          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 payment 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 Payment 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: (1) the cash
payments provided pursuant to subparagraph B(3) and B(4) of this paragraph 18 shall first be
reduced (if necessary, to zero), and (2) benefits provided under subparagraph B(5) of this
paragraph 19 shall next be reduced. 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, (ii) no portion of the Total
Payments shall be taken into account which in the opinion of tax counsel selected by the
Corporation’s independent auditors and reasonably acceptable to



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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) 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, (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 Section 280G(d) (3) (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 19(C) hereof
be affected by this Paragraph 19(D).



          E. Definitions.



                    (1) “Beneficial Owner” has the meaning provided in Rule 13d-3 under the Exchange Act.



                    (2) “Change in Control” means the occurrence of either (a), (b), (c) or (d), as hereinafter
set forth:



          (a) any person is or becomes the Beneficial Owner, directly or indirectly, of securities of
the Corporation (not including in the securities beneficially owned by such person any securities
acquired directly from the Corporation, subsidiaries or its affiliates) representing 30% or more of
the combined voting power of the Corporation’s then outstanding securities; or




          (b) during any period of two consecutive years (not including any period prior to the
execution of this Agreement), individuals who at the beginning of such period constitute the Board
and any director (other than a director designated by a person who has entered into an agreement
with the Corporation to effect a transaction described in clause (a), (c) or (d) of this
subparagraph) whose election by the Board or nomination for election by the Corporation’s
stockholders was approved by a vote of at least two-thirds (2/3) of the members of the Board (or,
if Board nominations are not voted on by the full Board, members of the Board Committee voting on
such nominations) then still in office who either were members of the Board at the beginning of the
period or whose election or nomination for elections was previously so approved, cease for any
reason to constitute a majority of the Board; or




          (c) the shareholders of the Corporation approve a merger or consolidation of the Corporation
with any other corporation, other than (i) a merger or consolidation which would result in the
voting securities of the Corporation outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities or the surviving
trustee or other fiduciary holding securities under an employee benefit plan of the Corporation, at
least 75% of the combined voting power of the voting securities of the Corporation or such
surviving entity outstanding immediately after such merger or consolidation, or (ii) a merger or
consolidation effected to implement a recapitalization of the Corporation (or similar transaction)
in which no person acquires more than 30% of the combined voting power of the Corporation’s then
outstanding securities; or





     (d) the shareholders of the Corporation approve a plan of complete liquidation of the
Corporation or an agreement for the sale or disposition by the Corporation of all or
substantially all the Corporation’s assets.



     (3) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



     (4) “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified
and used in Section 13(d) and 14(d) of the Exchange Act; however, a person shall not include (a)
the Corporation or any of its subsidiaries, (b) a trustee or other fiduciary holding securities
under an employee benefit plan of the corporation or any of its subsidiaries, (c) an underwriter
temporarily holding securities pursuant to an offering of such securities, or



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(d) a corporation owned, directly or indirectly, by the stockholders of the Corporation in
substantially the same proportions as their ownership of stock of the Corporation.




     (5) “Good reason” shall mean the termination of employment by Employee upon the occurrence of
any one or more of the following events:



          (a) Any 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 any duties inconsistent with or significantly different
from his duties and responsibilities existing at the time of a Change in Control.




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




          (e) 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.




          F. Continuation of compensation and benefits. If Corporation shall attempt to
terminate Employee’s employment at any time after a change in Control and such termination is in
good faith disputed by Employee, Corporation shall continue to pay Employee all of his compensation
and benefits provided for in this Agreement until the dispute is finally resolved, either by mutual
written agreement or by final judgment, order or decree of a court of competent jurisdiction.




     20. No requirement to seek employment and no offset. Corporation agrees that, if
Employee’s employment is terminated by Corporation during the term of this Agreement or by Employee
for “good reason” during the term of this Agreement, Employee is not required to seek other
employment or attempt in any way to reduce the amounts payable to Employee by Corporation pursuant
to the applicable terms of this Agreement; it being understood and agreed that the amount of any
payment or benefit to Employee provided for hereunder shall not be reduced by any compensation or
other benefits earned by Employee as a result of his employment by another employer or, after a
Change in Control, by Corporation’s attempt to offset any amount claimed to be owed by Employee to
Corporation or otherwise.



     21. Waiver of breach or violation not deemed continuing. The waiver by either party
of a breach or violation of any provision of this Agreement shall not operate as or be construed to
be a waiver of any subsequent breach hereof.



     22. Notices. Any and all notices required or permitted to be given under this
Agreement will be sufficient if furnished in writing, sent by registered or certified mail to his
last known residence in the case of Employee or to its principal office in Columbus, Georgia, in
the case of the Corporation.



     23. Arbitration. Except for any dispute or matter arising after a Change in Control,
as defined in paragraph 18, any dispute arising under this Agreement, to the maximum extent allowed
by applicable law, shall be subject to arbitration and prior to commencing any court action, the
parties agree that they shall arbitrate all controversies. The arbitration shall be pursuant to
the terms of the Corporation’s Employee Arbitration Program as provided in the Corporation’s
Employee Handbook, the provisions of which are incorporated herein by reference.



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                     /                     . By placing their respective initials here, Employee and Corporation’s
duly authorized representative expressly acknowledge that each party fully understands and accepts
the foregoing commitment to arbitrate disputes.




     24. Governing Law. This Agreement shall be interpreted, construed and governed
according to the laws of the State of Georgia.



     25. Paragraph Headings. The paragraph headings contained in this Agreement are for
convenience only and shall in no manner be construed as part of this Agreement.



     26. Two originals. This Agreement is executed in two (2) originals, each of which
shall be deemed an original and together shall constitute one and the same Agreement, with one
original being delivered to each party hereto.



     IN WITNESS WHEREOF, Corporation has hereunto caused its name to be signed and its seal to be
affixed by its duly authorized officers, 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 1st day of
February, 2007.



AMERICAN FAMILY LIFE

ASSURANCE COMPANY

OF COLUMBUS (Aflac)




	 	 	 	 	 
	/s/ Tohru Tonoike
 	(L.S.) 	 
	TOHRU TONOIKE 	 	 
	EMPLOYEE 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	  /s/ Kriss Cloninger, III
 	 
	 	 	KRISS CLONINGER, III 	 
	 	 	EXECUTIVE VICE PRESIDENT and

CHIEF FINANCIAL OFFICER  	 
	 


	 	 	 	 	 
	 	 	 
	 	ATTEST:  	     /s/ Joey M. Loudermilk
 	 
	 	 	JOEY M. LOUDERMILK 	 
	 	 	CORPORATE SECRETARY 	 
	 




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