Aflac's 2017 Proxy

Appendix B – Aflac Incorporated 2018 Management Incentive Plan

1. Purposes.

The purposes of the Aflac Incorporated 2018 Management Incentive Plan (the “2018 MIP”) are to reinforce

corporate, organizational and business-development goals; to promote the achievement of year-to-year and

long-range financial and other business objectives; to directly tie a portion of participants compensation to the

performance of the Company; and to reward the performance of individual officers and other employees in fulfilling

their personal responsibilities for long-range achievements.

2. Definitions.

The following terms, as used herein, shall have the following meanings:

(a) “2018 MIP” shall mean the Aflac Incorporated 2018 Management Incentive Plan.

(b) “Affiliate” shall mean an affiliate of Parent, as defined in Rule 12b-2 promulgated under Section 12 of the

Exchange Act.

of such Executive Officer in effect as of the first day of any Performance Period (or, if an Executive Officer

was not employed as of the first day of a Performance Period, the annual rate of base salary in effect as

of such Executive Officer’s first day of employment); and (ii) with respect to any other Participant, unless

otherwise determined by the Company, the annualized base salary paid to such Participant in respect of any

Performance Period.

(d) “Award” shall mean a non-equity incentive compensation award, granted pursuant to the 2018 MIP, which is

contingent upon the attainment of Performance Goals with respect to a Performance Period.

(e) “Award Agreement” shall mean any written agreement, contract, or other instrument or document between

Parent and a Participant evidencing an Award.

(f) “Board” shall mean the Board of Directors of Parent.

(g) “Cause” shall mean, unless a Participant is a party to a written employment agreement with the Company

which contains a definition of “cause,” “good cause,” “termination for cause,” or any other similar term or

phrase, in which case “Cause” shall have the meaning set forth in such agreement, that in the sole discretion

of the Committee the Participant has engaged in conduct involving one or more of the following:

(i) the substantial and continuing failure of the Participant to render services to the Company in accordance

with the Participant’s obligations and position with the Company;

(ii) dishonesty, gross negligence, or breach of fiduciary duty by the Participant;

(iii) the commission by the Participant of an act of fraud or embezzlement, as found by a court of competent

jurisdiction;

(iv) the conviction of the Participant, or plea by the Participant, of guilty or nolo contendre to a felony or any

crime involving moral turpitude; or

(v) a material breach by the Participant of the terms of an agreement with the Company, provided that the

Company provides the Participant with adequate notice of such breach and the Participant fails to cure

such breach, if the breach is reasonably curable, within thirty (30) days after receipt of such notice.

(h) “Change in Control” shall mean the occurrence of an event described in Section 6(f) hereof.

(i) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(j) “Committee” shall mean the Compensation Committee of the Board.

(k) “Company” shall mean, collectively, Parent, its subsidiaries and its Affiliates.

Appendix B

AFLAC INCORPORATED

2017 PROXY STATEMENT