Aflac's 2017 Proxy

Goals relating to each Award, the Committee shall take into account such factors as the Committee shall deem

relevant in connection with accomplishing the purposes of the 2018 MIP.

5. Terms of Awards.

Awards granted pursuant to the 2018 MIP shall be evidenced by an Award Agreement in such form as the

Committee shall from time to time approve.

(a) In General. The Committee shall specify with respect to a Performance Period the Performance Goals

applicable to each Award and, if and as applicable, minimum, target and maximum levels applicable to

each Performance Goal. Awards for any Performance Period may be expressed as a dollar amount or

as a percentage of the Participant’s Annual Base Salary. Unless otherwise provided by the Committee

in connection with specified terminations of employment (for Covered Employees, only terminations due

to disability or death), or except as set forth in Section 6(f) hereof, payment in respect of Awards shall be

made only if and to the extent the Performance Goals with respect to such Performance Period have been

attained.

(b) Special Provisions Regarding Awards. No Participant during any fiscal year of the Company shall be granted

more than one Award; however, to the extent the Performance Period under an Award exceeds one year,

any Participant may be subject to multiple Awards at any time (where, for example, Awards with three-

year Performance Periods are granted in consecutive years). In any event, the maximum amount that may

become payable under the 2018 MIP to a Participant who is a Covered Employee for any fiscal year of the

Company in respect all Awards whose Performance Period ends with or within such year shall not exceed

$9 million.

Awards granted under this 2018 MIP shall be made, in cash, within a reasonable period (but in any event

within 2½ months) after the end of the Performance Period. In the case of Participants who are Covered

Employees, unless otherwise determined by the Committee, such payments shall be made only after

achievement of the Performance Goals has been certified by the Committee.

6. General Provisions.

(a) Compliance with Legal Requirements. The 2018 MIP and the granting and payment of Awards, and the

other obligations of the Company under the 2018 MIP and any Award Agreement or other agreement, shall

be subject to all applicable federal and state laws, rules and regulations, and to such approvals by any

regulatory or governmental agency as may be required.

(b) Nontransferability. Awards shall not be transferable by a Participant except by will or the laws of descent and

distribution.

Agreement or other agreement entered into pursuant hereto shall confer upon any Participant the right to

continue in the employ of the Company or to be entitled to any remuneration or benefits not set forth in the

2018 MIP or such Award Agreement or other agreement or to interfere with or limit in any way the right of the

Company to terminate such Participant’s employment.

(d) Withholding Taxes. The Company shall have the right to withhold the amount of any taxes that the Company

may be required to withhold before delivery of payment of an Award to the Participant or other person

entitled to such payment, or to make such other arrangements for the withholding of taxes that the Company

deems satisfactory.

(e) Amendment, Termination and Duration of the 2018 MIP. The Board or the Committee may at any time and

from time to time alter, amend, suspend, or terminate the 2018 MIP in whole or in part; provided that no

amendment that requires shareholder approval in order for the 2018 MIP to continue to comply with Code

Section 162(m) shall be effective unless the same shall be approved by the requisite vote of the shareholders

of the Company. Notwithstanding the foregoing, no amendment shall affect adversely any of the rights of

any Participant, without such Participant’s consent, under any Award theretofore granted under the 2018

Appendix B

AFLAC INCORPORATED

2017 PROXY STATEMENT