AFL 9.30.14 Ex 10.7




Aflac Incorporated 3rd Quarter 2014 10-Q
EXHIBIT 10.7


THIRD AMENDMENT TO THE
AFLAC INCORPORATED EXECUTIVE DEFERRED COMPENSATION PLAN
(As amended and restated effective January 1, 2009)


THIS AMENDMENT to the Aflac Incorporated Executive Deferred Compensation Plan
(the “Plan”) is made effective as of July 1, 2014 (the “Effective Date”), by the Administrative
Committee of the Plan (the “Committee”).


WITNESSETH:


WHEREAS, Aflac Incorporated (the “Company”) has previously established the Plan
for the benefit of its eligible employees and their beneficiaries; and


WHEREAS, pursuant to Section 10.1 of the Plan, the Committee is authorized to amend
the Plan; and


WHEREAS, the Committee wishes to amend the Plan to (i) provide that employees
classified by the participating companies with the job title of Director, other than those who
work in a sales function, will be eligible for the Plan; (ii) provide that, for periods after 2014,
Territory Directors will no longer be eligible for nondiscretionary matching contributions under
the Plan, and remove provisions related to those special matching contributions; (iii) update the
list of participating employers; (iv) provide default vesting terms for discretionary employer
contributions; (v) clarify certain provisions where the Plan must be aggregated with the new
Aflac Incorporated Market Director Deferred Compensation Plan under Internal Revenue Code
Section 409A restrictions; (vi) clarify payment timing default provisions for discretionary
contributions; (vii) specify the duties and authority of the Plan’s Retirement Plans Investment
Committee; (viii) change the timing of payments to the beneficiary upon a participant’s death
from 30 days to 60 days after the date of death; (ix) replace references to the Executive VP of
Corporate Services with references to the Senior Human Resources Officer; (x) remove
provisions related to eligibility for deferral elections to make fixed dollar contributions rather
than contributions that are determined as a percentage of eligible pay; and (xi) remove provisions
related to former stock option accounts that no longer apply.


NOW, THEREFORE, the Plan is hereby amended as follows, effective as of the
Effective Date, except as otherwise specified:


1.     The Plan is amended by adding thereto, immediately following Section 1.19, the
following new section:


1.19A    Director will mean an individual employed by a Participating
Company who is classified by the Participating Company as, and has the job title
of, Director, but who does not have the job title of Market Director, Co-Market
Director or Assistant Market Director.









2.     Effective January 1, 2015, Section 1.22 is amended to read as follows:


1.22     Eligible Employee will mean, for a Plan Year, an individual who
is a U.S.-based employee of a Participating Company and who is either an officer
(other than an Assistant Vice President) or a Director of such Participating
Company. The Compensation Committee, from time to time and in its sole
discretion, may designate such other individuals, on an individual basis or as part
of a specified group, as eligible to participate in the Plan.


3.     Section 1.23 is amended to read as follows:


1.23     Eligible TD Participant will mean, for the allocation of Matching
Contributions under Section 3.3(a), any Participant who, during a Plan Year, is
classified as a Territory Director or Territory Vice President by the Participating
Company that employs him, and either (i) is actively employed as a Territory
Director or Territory Vice President by an Affiliate as of the last day of such Plan
Year, (ii) is not in the active employ of an Affiliate on the last day of such Plan
Year due to his death during such Plan Year, or (iii) is actively employed as a
Territory Director and/or Territory Vice President by the Affiliates for at least 6
months during such Plan Year.


4.     Section 1.23 is amended, effective for all Deferral Contributions and Matching
Contributions made with respect to Base Salary and/or Annual Bonuses considered earned after
December 31, 2014, by deleting said section in its entirety and by substituting in lieu thereof the
following:


1.23     [RESERVED]


5.     Section 1.28 is amended to read as follows:


1.28     Investment Funds shall mean the investment funds selected from
time to time by the Retirement Plans Investment Committee for purposes of
determining the rate of return on amounts deemed invested pursuant to the terms
of the Plan.


6.     A new Section 1.37A is added to read as follows:


1.37A     Retirement Plans Investment Committee means the committee
which will make and effect investment decisions, as provided in Article IX. To
the extent that a Retirement Plans Investment Committee is not appointed, the
Controlling Company may act in lieu of the Retirement Plans Investment
Committee.


7.     Section 1.40 is amended to read as follows:


1.40     [RESERVED]

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8.     Section 3.1 is amended to read as follows:


3.1     Participants’ Accounts.


(a)     Establishment of Accounts. The Administrative Committee shall
establish and maintain an Account on behalf of each Participant. Each Account shall be
credited with (i) Deferral Contributions (separated as necessary or helpful into Base
Salary Contributions and Annual Bonus Contributions), (ii) Matching Contributions, (iii)
Discretionary Contributions, and (iv) earnings attributable to such Account, and shall be
debited by the amount of all distributions. Each Account shall be subdivided into a Pre-
409A Account and a Post-409A Account, which shall be separately accounted for under
the Plan. Each Account of a Participant shall be maintained until the value thereof has
been distributed to or on behalf of such Participant or his Beneficiary.


(b)     Nature of Contributions and Accounts. The amounts credited to
a Participant’s Account shall be represented solely by bookkeeping entries. Except as
provided in Article VIII, no monies or other assets shall actually be set aside for such
Participant, and all payments to a Participant under the Plan shall be made from the
general assets of the Participating Companies.


(c)     Several Liabilities. Each Participating Company shall be
severally (and not jointly) liable for the payment of benefits under the Plan in an amount
equal to the total of (i) all undistributed Deferral Contributions, (ii) all undistributed
Matching Contributions, (iii) all undistributed Discretionary Contributions, and (iv) all
investment earnings attributable to the amounts described in clauses (i)-(iii) hereof. The
Administrative Committee shall allocate the total liability to pay benefits under the Plan
among the Participating Companies, and the Administrative Committee’s determination
shall be final and binding.


(d)     General Creditors. Any assets which may be acquired by a
Participating Company in anticipation of its obligations under the Plan shall be part of the
general assets of such Participating Company. A Participating Company’s obligation to
pay benefits under the Plan constitutes a mere promise of such Participating Company to
pay such benefits, and a Participant or Beneficiary shall be and remain no more than an
unsecured, general creditor of such Participating Company.


9. Effective as of September 30, 2014, Section 3.2(a)(ii) is amended to read as follows:


(ii)     Special Rule for New Participants.


(A)     Salary Deferrals. If a Participant initially becomes
an Eligible Employee (determined in accordance with Code Section 409A)
and does not make an initial Salary Deferral Election within the time
period set forth in subsection (i) above, such Participant may make a
prospective Salary Deferral Election (but not an Annual Bonus Election) 
either before or within 30 days after the date on which his participation 
becomes effective. Such election will apply to the Participant’s Base

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Salary for services performed after the Salary Deferral Election is made,
starting with the second payroll period that begins after the 30-day period
commencing on the date on which the Participant’s participation becomes
effective.


(B)     Newly Eligible. If a former Eligible Employee
again becomes an Eligible Employee under the Plan within 24 months
after he ceased to be eligible under the Plan, such individual shall not be
treated as newly eligible under the Plan upon return to eligible status for
purposes of this subsection (ii). If a former participant in the Aflac
Incorporated Market Director Deferred Compensation Plan (the
“MDDCP”) becomes an Eligible Employee under the Plan within 24
months after he ceased to be eligible under the MDDCP, such individual
shall not be treated as newly eligible under the Plan upon so becoming an
Eligible Employee, for purposes of this subsection (ii).


10. Effective as of January 1, 2015, Section 3.2(c) is amended to read as follows:


(c)     Amount.


(i) Salary Deferrals. A Participant may elect to defer
his Base Salary payable in each regular paycheck up to a maximum of
75% (or such other maximum percentage and/or amount, if any,
established by the Administrative Committee from Plan Year to Plan
Year). Notwithstanding the foregoing, a Participant’s deferral for a
paycheck shall not exceed the amount of his Base Salary payable in such
paycheck equal to the amount remaining after required withholdings under
Federal Insurance Contributions Act.


(ii) Bonus Deferrals. The Participant may elect to defer
his Annual Bonus up to 100% (or such other maximum percentage and/or
amount, if any, established by the Administrative Committee from Plan
Year to Plan Year). Any election shall be applied to the Participant’s
gross Annual Bonus without reduction for any FICA Tax applicable to the
Annual Bonus, but the deferral amount shall be deducted after any FICA
Tax applicable to the Annual Bonus and other tax withholding related to
the amount of such FICA Taxes as permitted under Code Section 409A,
and the deferral amount shall not exceed the amount of the Annual Bonus
after reduction for FICA Taxes and such related tax withholding.

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11.     Section 3.3 is amended, effective for all Matching Contributions made with respect to
Base Salary and/or Annual Bonuses considered earned after December 31, 2014, to read as
follows:


3.3     Matching Contributions.


If and to the extent the Chief Executive Officer of the Controlling
Company, his duly authorized designee, the Senior Human Resources Officer of
the Controlling Company, or the Compensation Committee determines that the
Controlling Company will make Matching Contributions for some or all
Participants, then as of the end of each payroll period (or such other date or time
as the Administrative Committee, in its sole discretion, determines from time-totime),
the Administrative Committee will credit to each Participant’s Account for
such period a Matching Contribution equal to the amount of the Matching
Contribution so determined.


12.     Section 3.4 is amended to read as follows:


3.4     Discretionary Contributions.


The amount of a Discretionary Contribution (if any) shall be
determined by the Chief Executive Officer of the Controlling Company or his
duly authorized designee, the Senior Human Resources Officer of the Controlling
Company, or the Compensation Committee, in his or its sole discretion. The
Administrative Committee shall credit any such Discretionary Contribution to the
Account of a Participant as of any Valuation Date.


13.     Section 3.8 is amended to read as follows:


3.8     Vesting.


(a)     General. A Participant will at all times be fully vested in
his Deferral Contributions and his Matching Contributions to the extent such
Matching Contributions were made with respect to deferrals of Base Salary
and/or Annual Bonuses considered earned before January 1, 2015, and the
earnings credited to his Account with respect to such Deferral and Matching
Contributions. Except as otherwise provided by the Chief Executive Officer of
the Controlling Company, his designee, the Senior Human Resources Officer of
the Controlling Company, or the Compensation Committee before or at the time
such contributions are made, a Participant will at all times be fully vested in his
Discretionary Contributions and other Matching Contributions, and the earnings
thereon.


(b)     Change in Control. If a Change in Control occurs with
respect to the Controlling Company, Participants will be or become immediately
100% vested in the Matching Contributions and Discretionary Contributions that 
are not otherwise vested as of the date of such Change in Control. Matching

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Contributions and Discretionary Contributions that the Chief Executive Officer of
the Controlling Company, his designee, the Senior Human Resources Officer of
the Controlling Company, or the Compensation Committee determines are not
immediately vested and that are credited to Participants’ Account after the date of
a Change in Control will continue to vest in accordance with the applicable
vesting schedules as applied to such Matching and Discretionary before the
Change in Control.


(c)     Other Vesting Schedules. In addition to the vesting dates
provided in subsections (a) and (b), a Participant’s Matching Contributions and/or
Discretionary Contributions, and the earnings credited with respect thereto, will
vest at the time or times provided in any employment agreement, offer letter or
other valid written agreement between the Participant and an Affiliate.


14.     Section 4.1 is amended to read as follows:


4.1    Selection by Retirement Plans Investment Committee.


From time to time, the Retirement Plans Investment Committee
shall select two or more Investment Funds for purposes of determining the rate of
return on amounts deemed invested in accordance with the terms of the Plan. The
Retirement Plans Investment Committee may change, add or remove Investment
Funds on a prospective basis at any time(s) and in any manner it deems
appropriate.


15.     The introductory paragraph of Section 4.2 is amended to read as follows:


Each Participant generally may direct the manner in which his
Account shall be deemed invested in and among the Investment Funds; provided,
any amounts credited to the Company Stock Fund shall at all times remain
credited to such fund until the date such amount is distributed to the Participant or
his Beneficiary. Any Participant investment directions permitted hereunder shall
be made in accordance with the following terms:


16.     Effective for Participants who die on or after October 1, 2015, Section 5.4 is amended to
read as follows:


5.4     Death Benefits.


If a Participant dies before full payment of his Post-409A Account
is made, the Beneficiary or Beneficiaries designated by such Participant in his
latest beneficiary designation form filed with the Administrative Committee shall
be entitled to receive a distribution of the entire vested amount credited to such
Participant’s Post-409A Account. The Post-409A Account shall be distributed to
such Beneficiary or Beneficiaries in the form of a single-sum payment, and the
Payment Date shall be the 60th day after the date of the Participant’s death.

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17.     Section 5.5 is amended, effective for all Discretionary Contributions made with respect to
services performed after December 31, 2014, to read as follows:
    
5.5     Distribution of Post-409A Account Discretionary Contributions.


(a) Determination by Grantor. Subject to Section 5.4,
distribution of any Discretionary Contributions from a Participant’s Post-409A
Account shall be made in the form and at the time specified by the Chief
Executive Officer of the Controlling Company (to the extent duly authorized) or
his duly authorized designee, the Senior Human Resources Officer of the
Controlling Company, or the Compensation Committee, as applicable, when such
Discretionary Contribution is declared.


(b) Participant Election in Absence of Designation by
Grantor.   If the Chief Executive Officer of the Controlling Company (to the
extent duly authorized) or his duly authorized designee, the Senior Human
Resources Officer of the Controlling Company, or the Compensation Committee,
as applicable, does not designate a time and form of payment for Discretionary
Contributions as provided in subsection (a), then such Discretionary Contribution
shall be distributed at the same time and in the same form of payment applicable
to such Participant’s Salary Deferral Election, if any (including any modifications
thereafter made in accordance with the provisions of this Article), applicable to
the Plan Year in which the Discretionary Contribution is made, but only if either
(i) such Salary Deferral Election was made before the first day of the first Plan
Year in which services to which the Discretionary Contribution are attributable
are performed, or (ii) such Salary Deferral Election was made pursuant to Section
3.2(a)(ii) and was made before the first day on which services to which the
Discretionary Contribution are attributable are performed.


(c) Default Payment. If no payment elections apply under
subsections (a) and (b) for a particular Discretionary Contribution, such
Discretionary Contributions will be distributed in the form provided in Section
5.2(b)(i), and the Payment Date for such Discretionary Contributions will be
determined under Section 5.2(a)(i).


18.     Effective as of September 30, 2014, Section 5.8 is amended to read as follows:


5.8     Offset of Post-409A Account by Amounts Owed to the Company.


Notwithstanding anything in the Plan to the contrary, the
Administrative Committee may, in its sole discretion, offset any benefit payment
or payments of a Participant’s or Beneficiary’s Post-409A Account under the Plan
by any amount owed by such Participant or Beneficiary (whether or not such
obligation is related to the Plan) to any Affiliate. Notwithstanding the foregoing,
no such offset will apply before the Post-409A Account is otherwise payable
under the Plan, unless the following requirements are satisfied: (i) the debt owed
to the Affiliate was incurred in the ordinary course of the relationship between the

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Participant and the Affiliate, (ii) the entire amount of offset under this sentence
and any similar provision in the Aflac Incorporated Market Director Deferred
Compensation Plan in a single taxable year does not exceed $5,000, and (iii) the
offset occurs at the same time and in the same amount as the debt otherwise
would have been due and collected from the Participant or Beneficiary.


19.    Section 6.1(b)(ii) is amended to read as follows:


(ii) A Participant was permitted to elect, at the time he
made his initial Salary Deferral or Annual Bonus Election or other
deferral election under the Plan, to have his Pre-409A Account payable
under this Section paid (or commenced) on any date (whether before or
after the date his employment terminates, but not earlier than 1 year after
the end of the Plan Year for which such election applies) specified in such
election. A Participant was permitted to elect a different benefit
commencement date with respect to his Salary Deferral and Annual Bonus
Elections; provided, unless determined otherwise by the Administrative
Committee, a Participant may elect no more than 2 different benefit
commencement dates with respect to his Salary Deferral and Annual
Bonus Elections. The Administrative Committee shall pay (or commence
the payment of) the Participant’s Pre-409A Account as soon as
administratively feasible after the time specified in such election;
provided, with respect to each initial scheduled benefit commencement
date, (as determined in accordance with the preceding sentence or
subsection (b)(i) hereof), the Participant may make a one-time election in
writing, at least 1 year before such initial scheduled benefit
commencement date, to delay the payment (or commencement) of his total
benefit payable on such date to a later date, and such total benefit shall be
paid (or commenced) as soon as administratively feasible after such
delayed date.


20.     The introductory paragraph of Section 6.2(b) is amended to read as follows:


(b)     Annual Installments. A Participant was permitted to
elect, at the time he made his initial Salary Deferral or Annual Bonus Election or
other deferral election under the Plan, to have his Pre-409A Account payable
under Section 6.1 paid in the form of annual installment payments. If a
Participant did not initially elect the installment form of distribution for any
portion of his benefit, that portion of his benefit shall be paid in the form of a
lump sum payment unless, at least 1 year before his initial scheduled benefit
commencement date (as determined in accordance with Section 6.1), the
Participant makes a one-time election in writing to receive such benefit in the
form of installment payments (in accordance with the terms of this subsection).
The following terms and conditions shall apply to installment payments made
with respect to a Participant’s Pre-409A Account under the Plan:



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21.    Article IX is renamed as follows:


ARTICLE IX
ADMINISTRATIVE AND RETIREMENT PLANS INVESTMENT COMMITTEES


22.     Section 9.3 is amended to read as follows:


9.3     Compensation, Indemnity and Liability.


The Administrative Committee and the Retirement Plans
Investment Committee and their members shall serve as such without bond and
compensation for services hereunder. All expenses of the Administrative
Committee and Retirement Plans Investment Committee shall be paid by the
Participating Companies. No member of the committees shall be liable for any
act or omission of any other member of the committees, nor for any act or
omission on his own part, except with regard to his own willful misconduct. The
Participating Companies shall indemnify and hold harmless the Administrative
Committee and the Retirement Plans Investment Committee, and each member
thereof, against any and all expenses and liabilities, including reasonable legal
fees and expenses, arising out of his membership on the Administrative
Committee and/or Retirement Plans Investment Committee, excepting only
expenses and liabilities arising out of his own willful misconduct.


23.     A new Section 9.4 is added to read as follows:


9.4     Retirement Plans Investment Committee.


(a) Appointment.     The Retirement Plans Investment
Committee will initially consist of those individuals who have been so appointed
by the Controlling Company. The Chairperson or the Controlling Company will
have the right to remove any member of the Retirement Plans Investment
Committee at any time. A member may resign at any time by written resignation
to the remaining members of the Retirement Plans Investment Committee. If a
vacancy in the Retirement Plans Investment Committee should occur, a successor
may be appointed by the Chairperson or the Controlling Company.


(b) Duties. The Retirement Plans Investment Committee will
have the following responsibility and authority:


(1) To appoint one or more persons to serve as
investment manager with respect to all or part of the Trust, if any; and


(2) To provide the Trustee with general investment
policy guidelines and directions to assist the Trustee respecting
investments made pursuant to the terms of the Plan.

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24.     Exhibit A is amended to read as follows:


EXHIBIT A


Participating Companies


Company Names                         Effective Date


Communicorp, Inc.                         Original Effective Date of the Plan




American Family Life Assurance                 Original Effective Date of the Plan
Company of New York




American Family Life Assurance                 Original Effective Date of the Plan
Company of Columbus




AFLAC International, Inc.                     Original Effective Date of the Plan




Continental American Insurance                 August 1, 2010
Company




Aflac Benefits Solutions, Inc.                 February 1, 2012






25. Except as specifically amended hereby, the Plan will remain in full form and effect.

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IN WITNESS WHEREOF, an officer of Aflac Incorporated has executed this Amendment as of the date written below.
AFLAC INCORPORATED




By:    /s/ Matthew Owenby                  
Date:  September   12  , 2014



































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