EX-10.32







Aflac
Incorporated 2008 Form 10-K





EXHIBIT 10.32




AMENDMENT TO EMPLOYMENT AGREEMENT

BETWEEN DANIEL P. AMOS AND

AFLAC INCORPORATED




     THIS
AMENDMENT (“Amendment”) is entered into as of the 8th day of December, 2008, by
and between Aflac Incorporated, a Georgia corporation (hereinafter referred to as “Corporation”)
and Daniel P. Amos (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 August 1, 1993,
and subsequently agreed to modify said agreement by various amendments (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 or other executive bonus program) shall be payable in such manner,
at such times and in such forms, as prescribed by the terms of the
Management Incentive Plan (or successor or other program).
	 
	 	2.	 	Paragraph 8 shall be amended by adding at the end thereof the following:
	 
	 	 	 	Any reimbursements made pursuant to the preceding sentence shall be paid as
soon as practicable but no later than 90 days after Employee submits
evidence of such expenses to Corporation (which payment date shall in no
event be later than the last day of the calendar year following the calendar
year in which the expense was incurred). The amount of such reimbursements
during any calendar year shall not affect the benefits provided in any other
calendar year, and the right to any such benefits shall not be subject to
liquidation or exchange for another benefit.





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     3. Paragraph 11 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
11 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 13 shall be amended by adding at the end of the fourth paragraph thereof a new
provision as follows:




; provided, these provisions shall not affect the timing or form of his
distributions under said plan, which shall be determined solely under the
terms of said plan.



     5. Paragraph 14 shall be amended by deleting said paragraph in its entirety and replacing it
with the following:



     14. TERMINATION OF EMPLOYMENT.




     A. TERMINATION BY CORPORATION. Corporation may, when acting in
accordance with resolutions adopted by a two-third’s (2/3) majority vote of its
entire Board acting at a meeting called for the purpose of considering Employee’s
termination, terminate this Agreement, at any time, with or without “good cause”
(“good cause” being hereinafter defined), by giving at least sixty (60) days’
written notice to Employee of its intention to terminate Employee’s employment
without “good cause” or at least five (5) days’ written notice to Employee of its
intention to terminate Employee’s employment for “good cause”; provided, however,
Corporation may, at its election, terminate Employee’s actual employment (so that
Employee no longer renders services on behalf of Corporation) at any time during
said sixty (60) day or five (5) day period.




     B. TERMINATION BY EMPLOYEE. Employee may terminate this Agreement, at
any time either for good reason (being hereafter defined) or without good reason, by
giving at least sixty (60) days’ written notice to Corporation of his intention to
terminate his employment.




     C. PAY AND BENEFITS. In the event of any termination of Employee’s
employment hereunder, Corporation shall be obligated to:




          (a) pay Employee his base salary (as provided for in Paragraph 5 of this
Agreement) earned through the last day of his actual employment;



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          (b) pay Employee his performance bonus compensation (as provided for in
Paragraph 7 of this Agreement) that has accrued and vested but not been paid as of
the last day of his actual employment;




          (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; provided,
in the event Employee’s termination is (i) by Corporation without good cause (and
not by Corporation for good cause), or (ii) by Employee for good reason (but not by
Employee without good reason) and not by Employee with the intention to enter a
business competitive with that of the Corporation, all of said options not already
vested shall become fully vested as of the last day of his employment;




          (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 notice of
termination, through the last day of his actual employment; and




          (e) pay Employee and/or his wife such benefits as provided for in the
Retirement Plan for Senior Officers (see Paragraph 9 above), in a manner and in such
forms and at such times, as provided under the terms of said plan.




     D. GOOD CAUSE. For purposes of this Paragraph 14, “good cause” shall
mean: (i) the willful and deliberate failure by 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. Prior to the Corporation’s decision to terminate Employee’s
employment for “good cause” as hereinabove provided, the Board shall give written
notice to Employee setting forth the specific charges against Employee being
considered by the Board to constitute “good cause” as defined in this subparagraph
and the Board shall, within thirty (30) days after such notice, give Employee an
opportunity to fully respond and defend himself against such charges before the
Board. Within fifteen (15) days after the last day on which Employee is given the
opportunity to defend himself before the Board, the Board, acting in good faith,
shall make its determination as to whether or not the charges against Employee
constitute “good cause” and shall notify Employee in writing of its determination
together with a full explanation of the basis thereof.




     E. GOOD REASON. For purposes of this Paragraph 14, “good reason” shall
mean the termination of employment by Employee upon the occurrence of any one or
more of the following events:




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



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          (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 such
assignment;




          (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; or




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




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



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




     15. 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.



     7. Paragraph 16 shall be amended by adding to the end thereof the following:




; provided, these provisions shall not affect the timing or form of his
distributions from such Plan, which shall be determined solely under the
terms of such Plan.



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     8. Paragraph 17 shall be amended by (i) changing the reference to “paragraph 19” therein to
“Paragraph 14.E”, and (ii) by changing the reference to “Paragraph 14” therein to “Paragraph 14.D”.



     9. Paragraph 20 shall be amended by deleting said paragraph in its entirety and replacing it
with the following:



[PARAGRAPH RESERVED]




     10. Paragraph 24 shall be amended by deleting therefrom the introductory phrase that reads as
follows:




     Except for any dispute or matter arising after a Change in Control as defined
in Paragraph 19,



     and by capitalizing the next following word, “Any”.



     11. A new Paragraph 28 shall be added after Paragraph 27 as follows:




     28. 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 in Code Section 409A) 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.



     12. 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.



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



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     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 8
day of December, 2008.



	 	 	 	 	 	 	 
	Employee

	 	 	 	Aflac Incorporated	 	 
	 
	 	 	 	 	 	 
	/s/ Daniel P. Amos
 

Daniel P. Amos

	 	By:
	 	/s/ Kriss Cloninger III
 

Kriss Cloninger III
	 	 
	 

	 	 	 	President & Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	/s/ Martin Durant

	 	Attest:
	 	/s/ Joey M. Loudermilk	 	 
	 

	 	 	 	 	 	 
	Witness

	 	 	 	Joey M. Loudermilk	 	 
	 

	 	 	 	Corporate Secretary	 	 







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