Aflac's 2017 Proxy

or other fiduciary holding securities under a benefit plan of the Company or any of its subsidiaries, (3) any

underwriter temporarily holding securities pursuant to an offering of such securities, or (4) any corporation

owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as

their ownership of Company Stock), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the

Exchange Act), directly or indirectly, of securities of the Company (not including in the securities beneficially

owned by such person any securities acquired directly from the Company or its Affiliates) representing

twenty percent (20%) or more of the combined voting power of the Company’s then outstanding voting

securities;

(ii) individuals who, as of May 1, 2017, constitute the Board of Directors, and any new director (other than an

individual whose initial assumption of office is in connection with an actual or threatened election contest,

including but not limited to a consent solicitation, relating to the election of directors of the Company) whose

election by the Board of Directors or nomination for election by the Company’s shareholders was approved

by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the

beginning of the period or whose election or nomination for election was previously so approved, cease for

any reason to constitute a majority thereof;

(iii) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the

Company with any other corporation, other than (A) a merger or consolidation which would result in the

“beneficial owners” (as hereinabove defined) of the securities of the Company outstanding immediately prior

thereto continuing to represent (either by remaining outstanding or by being converted into voting securities

of the surviving or parent entity), in combination with the ownership of any trustee or other fiduciary holding

securities under an employee benefit plan of the Company, at least seventy-five percent (75%) of the

combined voting power of the securities of the Company or such surviving entity outstanding immediately

after such merger or consolidation, in substantially the same proportions as their ownership of the Company

immediately prior to such merger or consolidation, or (B) a merger or consolidation effected to implement

a recapitalization of the Company (or similar transaction) in which no “person” (as hereinabove defined),

directly or indirectly, acquires more than fifty percent (50%) of the combined voting power of the Company’s

then outstanding securities (not including any securities acquired directly from the Company or its Affiliates);

(iv) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or

there is consummated an agreement for the sale or disposition by the Company of all or substantially all

of the Company’s assets (or any transaction having a similar effect), other than a sale or disposition by the

Company of all or substantially all of the Company’s assets to an entity, at least 75% of the combined voting

power of the voting securities of which are owned by shareholders of the Company in substantially the same

proportions as their ownership of the Company immediately prior to such sale.

Notwithstanding the foregoing provisions of this definition, “Change in Control” with respect to any Award shall

mean a Change in Control as defined in any employment agreement between the Company or an Affiliate and the

Participant, if different from the foregoing and applicable to Awards under the Plan; and if all or a portion of an

Award constitutes deferred compensation under Section 409A and such Award (or portion thereof) is to be settled,

distributed or paid on an accelerated basis due to a Change in Control event that is not a “change in control event”

described in Treasury Regulation Section 1.409A-3(i)(5) or successor guidance, then if such settlement, distribution

or payment would result in additional tax under Section 409A, such Award (or the portion thereof) shall vest at

the time of the Change in Control (provided such accelerated vesting will not result in additional tax under Section

409A), but settlement, distribution or payment, as the case may be, shall not be accelerated.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations

promulgated thereunder.

“Committee” shall mean the Compensation Committee of the Board of Directors or any subcommittee thereof

formed to comply with Section 162(m) of the Code or Rule 16b-3.

“Company” shall mean Aflac Incorporated, a Georgia corporation, and any successor thereto.

“Company Stock” shall mean the common stock of the Company, par value $0.10 per share.

“Corporate Transaction” shall have the meaning ascribed to such term in Section 3(d) hereof.

Appendix A

AFLAC INCORPORATED

2017 PROXY STATEMENT