EX-10.40






Aflac Incorporated 2008 Form 10-K





Exhibit 10.40




STATE OF GEORGIA,

COUNTY OF MUSCOGEE:




EMPLOYMENT AGREEMENT




     THIS AGREEMENT, made and entered into as of the 12th day of September, 1994, by and
between AFLAC Incorporated, a Georgia corporation, hereinafter referred to as “Corporation,” and
JOEY M. LOUDERMILK, a resident of said State and County, 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 Senior Vice President, Corporate Secretary, and General Counsel;



     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 Senior Vice
President, Corporate Secretary, and General Counsel of the Corporation.



     2. Duties. Employee agrees to provide executive management services as Senior Vice
President, Corporate Secretary, and General Counsel of Corporation 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 as Senior Vice President, Corporate Secretary, and General Counsel of
Corporation on behalf of Corporation and its subsidiaries and affiliates.



     4. Term. The term of employment under this Agreement shall begin September 1, 1994,
and shall continue for a period of three (3) years until August 31, 1997, unless extended or sooner
terminated as hereinafter provided. On an annual basis beginning effective September 1, 1995, the
scheduled term of this Agreement shall be extended for successive one year periods unless written
notice of termination is given prior to such annual date by one party to the other party that the
Agreement will not be extended by its terms.



     5. Base salary. For all the services rendered by Employee, Corporation shall continue
to pay Employee a base salary of
                                         per year commencing September 1, 1994,
said salary to be payable in accordance with Corporation’s normal payroll procedures. Employee’s
base salary may be increased annually during the term of this Agreement and any extensions hereof
as determined by the Chief Executive Officer.



     6. Adjustments to base salary. Corporation and Employee shall, 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,” 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 1994, 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 thirty-five percent (35%) of
base salary. Nothing in this paragraph shall preclude Employee from receiving additional
discretionary bonuses approved by the Chief Executive Officer or the Board. 



     8. 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 as General Counsel of
Corporation, 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. 



     9. Stock option plans. Employee shall be eligible to be awarded stock options to
purchase Corporation’s common stock under Corporation’s Stock Option Plans for selected key
employees and directors during the term of this Agreement.



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



 









 





     11. 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.



     12. 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 12
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.



     It is understood that for purposes of this Paragraph 12, Employee shall, upon his becoming
totally disabled, be given such additional “credited service” if necessary to fully qualify
Employee under Corporation’s Supplemental Executive Retirement Plan (SERP) and to provide a
survivor annuity to Employee’s spouse under the Plan.



     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.



     13. 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 selection, 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,




                    (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 18 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 18, 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
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 18 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 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;




               (d) pay Employee, and if elected by Employee, his spouse such retirement
benefits as are provided for in the Supplemental Executive Retirement Plan
(SERP) under paragraph 9 hereof, said benefits to commence at such time as
provided for under the Retirement Plan. For purposes of this subparagraph,
Employee shall continue



 









 






to accrue “credited service” as Employee under the Supplemental Executive Retirement Plan (SERP) up through the termination date
stated in said 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)-(d) of this paragraph 13 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 15 or the
requirements of paragraph 16, 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 15 and 16,
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 15 and 16 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 13,
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 12 hereinabove. It is understood that in no event shall such disabled Employee be
entitled to compensation under this paragraph 13 in addition to the continuation of his
compensation under paragraph 12.



               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



     14. 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. For purposes of this paragraph, Employee shall, upon
his death, be given such additional “credited service” as necessary to fully qualify Employee under Corporation’s Supplemental Executive Retirement Plan (SERP) and to provide a
survivor annuity to Employee’s spouse under the Plan.




     15. 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 18) or be terminated by Corporation for
“good cause” (as defined in Paragraph 13) 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 States of Georgia or Alabama. 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 Two Hundred and Fifty Thousand Dollars
($250,000.00) which Employee agrees to promptly pay to Corporation upon demand.




     16. Nondisclosure of trade secrets and confidential information. Employee agrees to
protect the business interest of Corporation, its subsidiaries and affiliates, and not to disclose
any trade secrets, confidential information or any organizational, operating, marketing, product
design, or business know-how which Employee has access to or knowledge of as a result of his
employment by Corporation. It is specifically agreed that if, at any time during the term of this
Agreement and for a period of two (2) years after the date of employee’s termination of employment
with Corporation for any reason, Employee shall violate the provisions of this paragraph 16,
Corporation shall, in addition to any rights it may have under this contract and applicable law, be
entitled to liquidated damages of Two Hundred and Fifty Thousand Dollars ($250,000.00) which
Employee agrees to promptly pay Corporation upon demand. It is understood and agreed that
Corporation’s remedies under this paragraph 16 shall be separate and in addition to the remedies
provided to Corporation under paragraph 15 hereof. It is also understood and agreed that,
notwithstanding the foregoing two (2) year period, Employee shall not use or disclose any written
confidential information or any policyholder lists at any time or times hereafter, except in the
performance of Employee’s obligations to the Corporation.



     17. 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.



 









 





     18. 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 13, 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 13), or is
terminated by Employee for “good reason” (as defined in paragraph 18), any such termination by
Corporation to be made only in accordance with the requirements specified by paragraph 13.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 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
the Corporation during such period through the Termination Date.



               (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.



               (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 18. 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 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 18.C. hereof be affected by this Paragraph 18.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 (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:




 









 









               (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 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;




               (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.



          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.




     19. 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.



     20. 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.



     21. 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.



     22. 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 Federal Arbitration Act. The parties shall notify each other of the existence of
an arbitrable controversy by certified mail and shall attempt in good faith to resolve their
differences within fifteen (15) days after the receipt of such notice. Notice to Employee shall be
sent to Employee’s address as it appears in Corporation’s records and notice to Corporation shall
be sent to: Arbitration Officer, AFLAC Incorporated, AFLAC Worldwide Headquarters, Columbus,
Georgia, 31999. If the dispute cannot be resolved within said fifteen (15) day period, either party may file a written
demand for arbitration with the other party. The party filing such demand shall simultaneously
specify his or its arbitrator, giving the name, address and telephone number of said arbitrator.
The party receiving such notice shall notify the party demanding the arbitration of his or its
arbitrator giving the name, address, and telephone number of said arbitrator within five (5) days
of the receipt of such demand. The arbitrator named by the respective parties need not be neutral.
The Senior Judge of the Superior court of Muscogee County, Georgia, on request by either party,
shall appoint a neutral person to serve as the third arbitrator and shall also appoint an
arbitrator for any party failing or refusing to name his arbitrator within the time herein
specified. The arbitrators thus constituted shall promptly meet, select a chairperson, fix the
time and place of the hearing, and notify the parties. The majority of the panel shall render an
award within ten (10) days of the completion of the hearing, and shall promptly transmit an
executed copy of the award to the respective parties. Such an award shall be binding and
conclusive upon the parties hereto, in the absence of fraud or corruption. Each party shall have
the right to have the award made the judgment of the court of competent jurisdiction.




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



     24. 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.



     25. 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
12th day of September, 1994.



	 	 	 	 	 	 	 	 	 
	/s/ Joey M. Loudermilk                 (L.S.)

	 	  
	 	 
	 	AFLAC INCORPORATED
	 	 
	JOEY M. LOUDERMILK

EMPLOYEE
	 	 	 	 	 	 	 	 
	 

	 	 	 	BY:
	 	/s/ Daniel P. Amos	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	DANIEL P. AMOS 

CHIEF EXECUTIVE OFFICER	 	 






 









 






	 	 	 	 	 
	 	 	 
	 	ATTEST:  	     /s/ Kathelen V. Spencer
 	 
	 	 	KATHELEN V. SPENCER 	 
	 	 	ASSISTANT CORPORATE SECRETARY 	 
	 




 











 





AMENDMENT TO EMPLOYMENT AGREEMENT




     This Amendment, made and entered into as of the 2nd day of January, 1997, by and between AFLAC
Incorporated (hereinafter “AFLAC”) and Joey M. Loudermilk (hereinafter “Employee”).



     WHEREAS, AFLAC and Employee have previously entered into an Employment Agreement dated
September 12, 1994; and



     WHEREAS, the parties desire to amend said Employment Agreement to change Employee’s minimum
target level bonus under AFLAC’s Management Incentive Plan;



     NOW, THEREFORE, the parties do amend said Employment Agreement as follows:



     1. Paragraph 7 entitled “ Management Incentive Plan ” shall be stricken in its entirety and
the following paragraph substituted therefor:



     “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 1997, 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 fifty percent (50%) of base salary.”



     2. Except as specifically set forth in this Amendment, said Employment Agreement (as
previously amended) between the parties dated September 12, 1994, shall continue in full force and
effect and is hereby reaffirmed, it being the sole intent of the parties to make only the
corrections set forth hereinabove.



     IN WITNESS WHEREOF, AFLAC 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 2nd day of January,
1997.



	 	 	 	 	 
	AFLAC INCORPORATED

	 	/s/ Joey M. Loudermilk
	(L.S.) 	
	 

	 	 	 	 
	 

	 	JOEY M. LOUDERMILK	 	 






	 	 	 	 	 
	 	 	 
	BY: 	/s/ Daniel P. Amos    	 	
 	 
	 	DANIEL P. AMOS,  	          	 
	 	Chief Executive Officer 	 	 
	 
	 	 	
/s/ Lawanda G. Lugo
 	 
	 	 	Witness 	 





	 	 	 	 	 
	 	 	 
	ATTEST: 	/s/ Kathelen V. Spencer        	
 	 
	 	KATHELEN V. SPENCER,  	                  	 
	 	Secretary 	 	 



 









 






	 	 	 	 	 



AMENDMENT TO EMPLOYMENT AGREEMENT



This Amendment, made and entered into as of the 27th day of May, 1999, by and between
AFLAC Incorporated (herinafter) “AFLAC”) and Joey M. Loudermilk (herinafter “Employee”).



WHEREAS, AFLAC and Employee have previously entered into an Employment Agreement dated September
12, 1994; and



NOW, THEREFORE, the parties do amend said Employment Agreement as follows:





	1.	 	Subparagraph B(3) of Paragraph 18 shall be stricken in its entirety and the following
paragraph substituted therefore:






	 	(3)	 	In consideration for the Employee’s obligations under subparagraph G to refrain
from competing with the Corporation and 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.






	2.	 	A new subparagraph G shall be added for Paragraph 18 as follows:






	(G)	 	In consideration for the payments received by Employee under subparagraph (B)(3) above, for
a period of three (3) years following the Termination Date, Employee shall not directly or
indirectly compete with the Corporation, its subsidiaries or affiliates by acting in a
management or executive capacity with respect to the life, accident and health insurance
business as an officer, director, employee, owner, partner, advisor or consultant within the
United States of America (excluding any state in which Corporation, its subsidiaries, and
affiliates have not been engaged in business activities within one (1) year prior to the
Termination Date), the country of Japan or within two hundred (200) miles of any office of
the Corporation, its subsidiaries or affiliates outside the United States of America or Japan
which was in existence, or in the process of being established, at the time of Employee’s
termination of employment. 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 the Employee engages in any such
prohibited activity at any time during said three (3) year period, the 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 and without regard to whether injunctive relief would be available to the
Corporation) be entitled to liquidated damages in an amount equal to the aggregate payments
received by Employee under subparagraph B(3) above, which Employee agrees to promptly pay to
the Corporation upon demand.






	3.	 	Except as specifically set forth in this Amendment, said Employment5 Agreement (as previously
amended) between the parties dated September 12, 1994 shall continue in full force and effect and
is hereby reaffirmed, it being the sole intent of the parties to make only the amendments set forth
hereinabove.









 









 








     IN WITNESS WHEREOF, AFLAC 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 27TH
 day of  May, 1999.



	 	 	 	 	 
	AFLAC INCORPORATED

	 	/s/ Joey M. Loudermilk
	(L.S.) 	
	 

	 	 	 	 
	 

	 	JOEY M. LOUDERMILK	 	 






	 	 	 	 	 
	 	 	 
	BY: 	/s/ Daniel P. Amos 	
 	 
	 	DANIEL P. AMOS, 	 	 
	 	Chief Executive Officer 	 	 



	 	 	 	 	 
	 	 	 
	 	    /s/ Lawanda G. Lugo
 	 
	 	WITNESS       	 



	 	 	 	 	 
	 	 	 
	ATTEST: 	/s/ Kathelen V. Spencer 	
 	 
	 	KATHELEN V. SPENCER, 	 	 
	 	Assistant Secretary 	 	 



 









 






	 	 	 	 	 



AMENDMENT TO EMPLOYMENT AGREEMENT

BETWEEN JOEY M. LOUDERMILK AND

AFLAC INCORPORATED





     THIS
AMENDMENT (“Amendment”) is entered into as of the 10th day of December, 2008, by
and between Aflac Incorporated, a Georgia corporation (hereinafter referred to as “Corporation”)
and Joey M. Loudermilk (hereinafter referred to as “Employee”).



WITNESSETH:




     WHEREAS, Corporation and Employee entered into an Employment Agreement dated September 12,
1994, that was subsequently amended 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 adding at the end thereof the following:
	 
	 	 	 	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 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 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:






	 	(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 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 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; 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 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 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.




	 	10.	 	Paragraphs 13.B(1)(a) and (b) shall be amended by deleting said paragraphs in their
entirety and by 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
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 Chief Executive Officer; 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



 









 







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:






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 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 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 Executive 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 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:



 









 






          (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 subparagraph F thereof.
	 
	 	24.	 	A new Paragraph 26 shall be added after Paragraph 25 as follows:






26. 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.




	 	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
10th  day of December, 2008.



	 	 	 	 	 	 	 
	Employee	 	 	 	 	Aflac Incorporated	 
	 
	 	 	 	 	 	 
	/s/ Joey M. Loudermilk

	 	 	 	By:
	/s/ Daniel P. Amos	 
	 

	 	 	 	 	 	 
	Joey M. Loudermilk

	 	 	 	 	Daniel P. Amos

Chairman and Chief Executive Officer	 
	 
	 	 	 	 	 	 
	/s/ Lawanda Lugo

	 	 	 	Attest:
	/s/ J. Matthew Loudermilk	 
	 

	 	 	 	 	 	 
	Witness

	 	 	 	 	J. Matthew Loudermilk


Assistant Corporate Secretary