Aflac's 2017 Proxy

Main Section Title [H1]

Subsection Title [H2]

AFLAC INCORPORATED

2017 PROXY STATEMENT

2016 Summary Compensation Tabl s

2016 Grants Of Plan-Based Awards

2016 Grants Of Plan-Based Awards

The following table provides information with respect to the 2016 grants of plan-based awards for the NEOs.

Name and

Principal Position

Grant

Date

Threshold

($)

Target

($)

Maximum

($)

Threshold

(#)

Target

(#)

Maximum

(#)

All other

Option

Awards:

Number of

Securities

Underlying

Options

(#)

Exercise

or Base

Price of

Option

Awards

($/Sh)

Grant Date

Fair Value

of Stock

and Option

Awards

($)

Daniel P. Amos

2/9/2016

12/30/2016

N/A

—

1,585,210

—

3,170,420

—

6,340,840

40,038

65,623

—

80,075

131,246

—

80,075

131,246

—

4,638,745

9,134,722

—

Frederick J. Crawford

2/9/2016

8/9/2016

N/A

—

437,500

—

875,000

—

1,750,000

9,667

—

2,052

—

19,334

—

4,104

—

19,334

—

4,104

—

22,534

—

57.93

—

1,120,019

280,003

300,043

—

Kriss Cloninger III

2/9/2016

12/30/2016

N/A

—

731,250

—

1,462,500

—

2,925,000

25,028

35,005

—

50,055

70,010

—

50,055

70,010

—

2,899,686

4,872,696

—

Paul S. Amos II

2/9/2016

N/A

—

437,500

—

875,000

—

1,750,000

9,667

—

19,334

—

19,334

—

22,534

—

57.93

—

1,120,019

280,003

—

Eric M. Kirsch

2/9/2016

N/A

—

593,800

—

1,187,600

—

2,375,200

8,200

—

16,400

—

16,400

—

19,115

—

57.93

—

950,052

237,519

—

Estimated Possible Payouts

Under Non-Equity

Incentive Plan Awards(1)

Estimated Future Payouts

Under Equity

Incentive Plan Awards(2)

(1) The amounts shown in Estimated Possible Payouts Under Non-Equity Incentive Plan Awards reflect the payout levels for the NEOs under the Company’s

MIP, based on the achievement of certain performance goals approved by the Compensation Committee. For additional information, please see “Elements of

Our Executive Compensation Program—Management Incentive Plan (MIP)” beginning on page 33. For each Company performance goal, a minimum, target

and maximum performance level is specified. The amount paid for each performance goal depends on the results attained.

(2) The amounts shown under Estimated Future Payouts Under Equity Incentive Plan Awards reflect the number of shares of PBRS. Those shares incorporate

restrictions that will lapse upon the attainment of performance goals set by the Compensation Committee. Awards vest on the third anniversary of the grant

date, based on the attainment of the three-year cumulative target performance goal for Company RBC ratios. Performance shares will vest based on the

three-year period 2016 to 2018, calculated as the arithmetic average. For the three years, the awards will be earned upon achieving a minimum of 50%

with a maximum of 100%. All NEOs possess the same rights as all other holders of Common Stock in respect of the shares underlying the PBRS, including

all incidents of ownership (except the right to transfer the shares while they remain subject to forfeiture) and the right to vote such shares. The dividends

accrued on the award shares will be reinvested in Common Stock at the same dividend rate received by other holders of Common Stock. Those additional

restricted shares will be held in the NEO book entry account subject to the same terms and conditions attributable to the original grant, until such time as all

restrictions have lapsed on the shares of Common Stock with respect to which the dividend was accrued.