8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 10, 2009

Aflac Incorporated

(Exact name of registrant as specified in its charter)

Georgia	001-07434	58-1167100
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1932 Wynnton Road, Columbus, Georgia		31999
(Address of principal executive offices)		(Zip Code)

706.323.3431

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     On February 10, 2009, the board of directors of Aflac Incorporated (the “Company”) voted to amend Article III, Section 2(a) and Article II, Section 5 of the Company’s Bylaws to provide for a majority vote standard for uncontested director elections as recommended by the Company’s Corporate Governance Committee. Under this new majority vote standard, which replaces plurality voting for uncontested director elections, votes cast for a nominee’s election must exceed the votes cast against such nominee’s election in order to be elected to the board of directors. In contested elections, the voting standard will continue to be a plurality of the votes cast. The amendments will be effective immediately.

     A copy of the amendments is attached hereto as Exhibit 3.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.1 – Amendment to Article III, Section 2(a) and Article II, Section 5 of the Company’s Bylaws

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Aflac Incorporated
February 11, 2009	/s/ Ralph A. Rogers, Jr.
	(Ralph A. Rogers, Jr.) Senior Vice President, Financial Services Chief Accounting Officer

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EXHIBIT INDEX:

3.1 - Amendment to Article III, Section 2(a) and Article II, Section 5 of the Company’s Bylaws

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EX-3.1

Aflac Incorporated Form 8-K

EXHIBIT 3.1

AMENDED AND RESTATED ARTICLE III, SECTION 2(a)
OF THE BYLAWS

Section 2. Number, Election and Term.

(a) The number of Directors which shall constitute the whole Board shall be not less than three (3) or more than twenty-five (25). The specific number of Directors within such range shall be fixed or changed from time to time by a majority of the Board of Directors then in office. A decrease in the number of Directors shall not have the effect of shortening the term of any incumbent Director.

Except as otherwise provided in these Bylaws, a nominee for Director shall be elected if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election; provided, however, that the Directors shall be elected by a plurality of the votes cast at any meeting of shareholders for which (i) the Secretary of the Corporation receives a notice that a shareholder has nominated a person for election to the Board of Directors in compliance with the advance notice requirements for shareholder nominees for Director set forth in this Section 2; and (ii) such nomination has not been withdrawn by such shareholder on or prior to the fourteenth day preceding the date the Corporation first mails its notice of meeting for such meeting to the shareholders.

Each Director elected shall hold office until his successor is elected and qualified or until his earlier resignation, removal from office or death. No person 20 years of age or younger or 75 years of age or older shall be eligible for election, reelection, appointment, or reappointment as a member of the Board of Directors. Directors need not be residents of the State of Georgia or shareholders of the Corporation.

AMENDED AND RESTATED ARTICLE II, SECTION 5
OF THE BYLAWS

Section 5. Voting.

     When a quorum is present at any meeting, the vote of the holders of stock representing a majority of the voting power, as defined in the Articles of Incorporation, present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of law, the Articles of Incorporation or these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of the question. Each shareholder shall at every meeting of the shareholders be entitled to vote, as defined, in person or by proxy for each share of the capital stock having voting power registered in his name on the books of the Corporation, but no proxy shall be voted or acted upon after 11 months from its date, unless otherwise provided in the proxy.