EX-10.35







Aflac
Incorporated 2008 Form 10-K






EXHIBIT 10.35



AMENDMENT TO EMPLOYMENT AGREEMENT

BETWEEN KRISS CLONINGER, III 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 Kriss Cloninger, III (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 February 14,
1992, that was subsequently amended several times by the parties (as so amended, 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 deleting said paragraph in its entirety and replacing it
with the following:




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 1999,
continue to 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 150% of
base salary. However, Employee’s bonus shall not exceed 300% of base salary.
Amounts payable to Employee under the Management Incentive Plan (or any
successor 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 program).



     2. Paragraph 8 shall be amended by deleting the last two sentences thereof and replacing them
with 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



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to liquidation or exchange for another benefit. If at the time of Employee’s
death or, if earlier, his attainment of Medicare eligible age, either while
employed by Corporation or covered under Corporation’s post-employment group
health plan, Employee has a spouse or dependent children who are covered
participants in Corporation’s group health plan, those participants will be
permitted to continue their health insurance coverage through Corporation until
their eligibility would have expired had Employee remained active with
Corporation; provided, however, that Employee’s spouse’s benefits shall expire
in the event of said spouse’s remarriage. This coverage will be provided on
the same basis as if the participants had continued to be members of that plan.



     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 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 (the “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:




	 	(i)	 	Adding at the beginning thereof the following:
	 
	 	 	 	upon Employee’s separation from service (as defined in Paragraph 13.E below),

	 
	 	(ii)	 	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 timely manner in accordance with
Corporation’s normal payroll practices; and provided further, to the
extent any amount payable for the period after his Actual Termination
Date is not exempt from Section 409A, such amount





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	 	 	 	will be paid in a single lump sum upon the day after the six (6)-month
anniversary of his separation from service;





     6. 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 calendar year following
the calendar year in which the Applicable Date occurs or, if later and the
payment is not exempt from Section 409A, upon the day after the six (6)-month
anniversary of Employee’s separation from service;



     7. 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 clauses (i) and (ii) of Paragraph 13.A(2)(d) below, to
the extent applicable, but only up to the Applicable Date;



     8. 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



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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 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 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; (ii) the
amount of the bonus payment (if any) for the calendar year (the “Middle Year”)
immediately after the calendar year in which such notice is given and before
the calendar year in which the scheduled term of this Agreement ends, will be
paid without any proration 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 Middle Year or, if later and the payment is not
exempt from Section 409A, upon the day after the six (6)-month anniversary of
his separation from service; and (iii) 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 and the payment is
not exempt from Section 409A, upon the day after the six (6)-month anniversary
of his separation from service;



     9. 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 clauses (i) and
(ii) of this paragraph below, 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



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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 of his separation from
service or, to the extent such amount is not exempt from Section 409A,
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, except that such reimbursement for any continuing coverage
for his spouse and eligible dependents for the period before the six
(6)-month anniversary of his separation from service shall be paid to
him in a single lump sum upon such six (6)-month anniversary.



          10. 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;




      (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 Employee provides such written notice of
termination. 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;



     11. 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



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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.



     12. 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), the 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 hereof.



     13. 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;



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



     15. 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



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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 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.



     16. Paragraph 14 shall be amended by deleting the last sentence thereof and replacing it with
the following:



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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.



     17. Paragraph 18.B(1) shall be amended by deleting the first word of said paragraph and
replacing it with the following:




In a manner, at such times and in such forms as provided in Paragraphs
13.A(1)(a)-(d),



     18. Paragraph 18.B(3) shall be amended by:




	 	(i)	 	Changing the cross reference therein from “subparagraph G” to
“subparagraph F”,
	 
	 	(ii)	 	Adding at the end thereof the following:
	 
	 	 	 	; 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 no Change
in Control had occurred; and, provided further, to the extent any amount
of such lump-sum amount 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.





     19. Paragraph 18.B(4) shall be amended by adding at 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.



     20. Subparagraph 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 the Employee’s separation
from service, Corporation shall provide Employee with life, disability,
accident and, to the extent, following Employee’s separation from service,
Employee does not qualify for retiree health benefits (if any) under
Corporation’s group health plan, 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); provided, Employee pays the full premium cost for such group health
insurance 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, except that such reimbursement for any continuing coverage for his
spouse and eligible dependents for the period before the six (6)-month
anniversary of his separation from service shall be paid to



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him in a single lump sum upon such six (6)-month anniversary. 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.



     21. 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 (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



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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.



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




     E. Definitions.




     (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.




          (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.




     (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:



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     (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 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.



     23. Paragraph 18 shall be further amended by deleting in its entirety Paragraph 18.F thereof
and renumbering Paragraph 18.G as “18.F”.



     24. 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.



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     25. 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.



     26. 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
19th day of December, 2008.



	 	 	 	 	 	 	 
	Employee

	 	 	 	Aflac Incorporated	 	 
	 
	 	 	 	 	 	 
	/s/ Kriss Cloninger III
 

Kriss Cloninger, III

	 	By:
	 	/s/ Daniel P. Amos
 

Daniel P. Amos
	 	 
	 

	 	 	 	Chairman and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	/s/ Thomas L. McDaniel
 

Witness

	 	Attest:
	 	/s/ Joey M. Loudermilk
 

Joey M. Loudermilk
	 	 
	 

	 	 	 	Corporate Secretary	 	 







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