S-3ASR

As filed with the Securities and Exchange Commission on August 9, 2011

Registration No. 333-_____

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Aflac Incorporated

(Exact name of registrant as specified in its charter)

Georgia (State or other jurisdiction of incorporation or organization)	58-1167100 (I.R.S. Employer Identification Number)
1932 Wynnton Road Columbus, Georgia 31999 (706) 323-3431
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Daniel P. Amos Chairman and Chief Executive Officer Aflac Incorporated 1932 Wynnton Road Columbus, Georgia 31999 (706) 323-3431 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Michael P. Rogan, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 1440 New York Avenue, N.W. Washington, DC 20005

Approximate date of commencement of proposed sale to public: From time to time after the effective date of this Registration Statement, in connection with the Plan as defined herein.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨

CALCULATION OF REGISTRATION FEE CHART

Title of Each Class of Securities to be Registered	Amount to be registered(1)	Proposed Maximum Offering Price Per Unit(2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee(2)
Common Stock, $0.10 par value per share	6,000,000 Shares	$39.59	$237,540,000	$27,578.39

(1)     The shares may be sold, from time to time, by the Registrant, pursuant to the AFL Stock Plan: A Direct Stock Purchase and Dividend Reinvestment Plan (the “Plan”).  This Registration Statement shall also cover any additional shares of Common Stock that become issuable under the Plan by reason of any stock dividend, stock split or similar transaction or as a result of other anti-dilution provisions, pursuant to Rule 416 of the Securities Act of 1933 (the “Securities Act”).

(2)     Calculated pursuant to Rule 457(c) under the Securities Act on the basis of the average of the high and low prices of Aflac Incorporated’s common stock as reported on the consolidated reporting system of the New York Stock Exchange on August 8, 2011.

PROSPECTUS

Aflac Incorporated

Worldwide Headquarters

1932 Wynnton Road

Columbus, Georgia 31999

1.800.227.4756 - 706.596.3581

AFL Stock Plan

A Direct Stock Purchase and Dividend

Reinvestment Plan

We are offering you the opportunity to participate in our AFL Stock Plan (the “Plan”), a direct stock purchase and dividend reinvestment plan. The Plan gives you a convenient method of investing cash dividends and making optional cash investments to purchase shares of Aflac Incorporated common stock (“stock”) without payment of any brokerage commission or service charge. The Plan is also the mechanism by which eligible Aflac and Aflac New York associates (as defined below under the heading “Aflac Incorporated and Its Subsidiaries”) receive the bonus contributions awarded to them under the 1999 Aflac Associate Stock Bonus Plan (the “Bonus Plan”).

This prospectus explains how the Plan works and the steps you must take to participate in it. Please review this prospectus carefully and retain it for future reference.

At our option, shares will be purchased under the Plan from newly issued shares, shares held in the treasury of Aflac Incorporated, or shares purchased in the open market. All purchases will be made through an Independent Agent selected by Aflac Incorporated. The price of newly issued or treasury shares purchased for your account will be the average of the high and low sale prices of Aflac Incorporated stock reported by the NYSE on the applicable investment date for the Plan. The price of shares purchased in the open market for your account will be the average cost of all shares purchased by our Independent Agent on the open market with respect to the applicable investment date. The closing price of the stock on August 8, 2011, on the New York Stock Exchange was $37.68.

Our stock is listed on the New York Stock Exchange under the symbol “AFL.” Our stock is also listed on the Tokyo Stock Exchange.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Investing in our stock involves various risks. See “Risk Factors” on Page 3 as well as the risk factors contained in documents Aflac Incorporated files with the Securities and Exchange Commission, which are incorporated by reference in this prospectus.

This prospectus relates to 6,000,000 shares of stock to be distributed through the Plan. The date of this prospectus is August 9, 2011.

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TABLE OF CONTENTS

Prospectus

Risk Factors	3
Important Information	3
Additional Information	3
Incorporation of Certain Documents by Reference	3
Aflac Incorporated and Its Subsidiaries	4
AFL Stock Plan	4
Advantages and Disadvantages of Participating in the Plan.	4
Administration	4
Eligibility and Enrollment	5
Share Purchases and Price	6
Optional Cash Payments	6
Expenses	7
Statements to Participants	7
Dividends	7
Voting of Shares	8
Certain U.S. Federal Income Tax Consequences	8
Sale of Plan Shares	9
Termination of Participation	9
Transfer Shares to Broker Account by Direct Registration	9
Safekeeping of Share Certificates	9
Gifts and Transfers of Shares	10
Aflac Associate Stock Bonus Plan	10
Interpretation and Regulation of the Plans	10
Use of Proceeds	10
Plan of Distribution	10
Independent Registered Public Accounting Firm	11
Legal Opinions	11

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Risk Factors

You should carefully consider the risks described in the documents incorporated by reference in this prospectus before making an investment decision. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition or results of operations could be materially adversely affected by the materialization of any of these risks. The trading price of our stock could decline due to the materialization of any of these risks, and you may lose all or part of your investment. This prospectus and the documents incorporated herein by reference also contain forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described in the documents incorporated herein by reference, including (i) Aflac Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2010, (ii) Aflac Incorporated's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011 and June 30, 2011, and (iii) documents Aflac Incorporated files with the SEC after the date of this prospectus and which are deemed incorporated by reference in this prospectus.

Important Information

You should rely only on the information contained in this prospectus or any supplement. We have not authorized anyone else to provide you with any information that is different.

This prospectus is not an offer or solicitation in any state or jurisdiction in which such an offer or solicitation is illegal.

You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of those documents.

Additional Information

We have filed with the Securities and Exchange Commission (the “SEC”) a registration statement regarding the common shares to be distributed pursuant to the Plan. This prospectus is a summary and does not contain all the information set forth in the registration statement and its exhibits. For additional information with respect to Aflac Incorporated and the Plan, please read the registration statement, including its exhibits.

We also file annual, quarterly and special reports, proxy statements, and other information with the SEC. You may read and copy these reports, including the registration statement, at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549, and the SEC’s Regional Offices in New York and Chicago. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our filings with the SEC are also available on the SEC’s Internet site (http://www.sec.gov).

You can inspect our reports, proxy statements, and other information filed with the New York Stock Exchange at the offices of the exchange.

Incorporation of Certain Documents by Reference

The following documents filed by us with the SEC are incorporated into this prospectus by reference:

1. Our Annual Report on Form 10-K for the year ended December 31, 2010;

2. Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011 and June 30, 2011;

3. Our Current Reports on Form 8-K filed on February 1, 2011, April 27, 2011, May 5, 2011, May 17, 2011,June 23, 2011, June 30, 2011 and July 27, 2011 (not including any information furnished under Items 2.02, 7.01 or 9.01 of Form 8-K, which information is not incorporated by reference herein); and

4. The description of our stock contained in a registration statement filed under the Securities Exchange Act of 1934, as amended, and any amendments or reports filed with the SEC for the purpose of updating such description.

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As long as we offer the Plan, we also incorporate by reference additional reports, proxy statements, and other documents that we may file with the SEC after the date of this prospectus under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act (not including any information furnished under Items 2.02, 7.01 or 9.01 of Form 8-K and any other information that is identified as “furnished” rather than filed, which information is not incorporated by reference herein).

We will provide to any person to whom this prospectus is delivered a free copy of any of the documents incorporated by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference). Copies may be obtained from our Internet site at www.aflac.com, by calling the Investor Relations Department at 1.800.235.2667 or 706.596.3264, or by writing to our Investor Relations,1932 Wynnton Road, Columbus, Georgia 31999.

Aflac Incorporated and Its Subsidiaries

We are an international holding company incorporated under the laws of Georgia. We are an underwriter of supplemental insurance through our principal subsidiary, American Family Life Assurance Company of Columbus (“Aflac”), whose primary markets are the United States and Japan.

As used throughout this prospectus, the term “employees” means all full-time employees of Aflac Incorporated and its subsidiaries and affiliates, and the term “associates” means all associates, soliciting brokers, sales coordinators, and special associates who have entered into independent contracts with Aflac or with American Family Life Assurance Company of New York (“Aflac NY”), both wholly-owned subsidiaries of Aflac Incorporated, pertaining to services in the United States, its territories and possessions, and any other location or country designated by Aflac or Aflac NY, who are paid on a commission basis and who are actively performing sales and servicing functions for Aflac or Aflac NY.

AFL Stock Plan

The following questions and answers constitute the Plan.

Advantages and Disadvantages of Participating in the Plan.

1. What are the advantages of the Plan?

· You may purchase shares through the Plan without having to pay any brokerage commissions or fees.

· You may elect to automatically reinvest all, a portion, or none of the cash dividends payable on your shares.

· You may deposit stock certificates, at no cost, in the Plan for safekeeping and to facilitate the transfer or sale of shares through the Plan in a convenient and efficient manner.

· Your funds are fully invested through the purchase of whole shares and fractional shares.

· You may transfer, at no cost, all or a portion of shares credited to your Plan account (including those shares deposited into the Plan for safekeeping).

· You may direct the Administrator to sell, through an Independent Agent, shares in your account for which you would incur brokerage commission charges and applicable taxes, if any.

· You will receive a statement or electronic notification after each Plan transaction. You can view your account information 24 hours a day through our Internet site.

2. What are the disadvantages of the Plan?

· You will not be able to precisely time your purchases through the Plan and will bear the market risk associated with fluctuations in the price of the stock pending investment of funds under the Plan. See Question 6 regarding the timing of the purchase of shares.

· Execution of sales of shares held in the Plan may be subject to delay. You will bear the market risk associated with the fluctuations in the price of the stock pending the sale of your shares pursuant to the Plan. See Question 18.

· Funds held by the Administrator pending investment under the Plan are deposited in a non-interest-bearing account.

Administration

3. Who administers the Plan?

Our Shareholder Services Department (the “Administrator”) administers the Plan. The Administrator is responsible for receiving all

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cash investments (including bonus contributions awarded to associates under the Bonus Plan) to be used to purchase shares under the Plan, maintaining records of each account, issuing statements, and performing other duties required by the Plan. The Administrator forwards funds to be used to purchase shares to an Independent Agent selected by us (an “Independent Agent” is an agent independent of the issuer, as that term is defined in the rules and regulations under the Securities Exchange Act). Such purchases may be made by a broker chosen by the Independent Agent (which broker may be an affiliate of the Independent Agent or Aflac) and may be made on any securities exchange where shares of stock are traded, in the over-the-counter market, or in negotiated transactions. Additionally, the Administrator promptly forwards sales instructions to the Independent Agent. The Independent Agent is responsible for purchasing and selling shares of stock for your account in accordance with the provisions of the Plan.

The Administrator may be contacted by phone at 800.227.4756, by email at shareholder@aflac.com, or by mail at the following address: Shareholder Services, 1932 Wynnton Road, Columbus, Georgia 31999. Always include your shareholder account number or the last four digits of your taxpayer identification number (Social Security number) in all correspondence and a daytime telephone number where you can be reached during normal working hours.

It is important to stay in contact with the Administrator. The unclaimed property laws in many states specify that if an account owner does not initiate active contact with an Administrator or agent at least once during any three-year period, the property in the account may be deemed abandoned. For accounts that meet a state’s definition of “abandoned,” the Administrator may be legally required to transfer the property in the account, including shares and dividends, to the state of the account’s last known address. To prevent this from occurring to a Plan account, participants can vote their proxy each year or periodically contact the Administrator and request that their account be updated. Participants should always notify the Administrator of any change of address or email address.

Neither Aflac Incorporated nor any Independent Agent will be liable for any act done in good faith or for the good faith omission to act in connection with the Plan, including, without limitation, liability caused by:

· Our failure to terminate your account upon your death before we have received written notice of your death;

· The prices or times at which the Independent Agent purchases or sells shares of stock for your account; or

· Any loss or fluctuation in the market value after the purchase or sale of shares for your account.

Eligibility and Enrollment

4. Who can join and how?

You can join the Plan if you are a resident in the United States. If you reside outside the United States, or its territories and possessions, you should determine whether you are subject to any governmental regulation prohibiting you from joining the Plan. Residents of Japan are not eligible to participate in the Plan.

If you currently own shares of stock registered in your name, you may join the Plan by returning a completed Enrollment Form to the Administrator, making sure that each registered owner of the shares signs his or her name on the Enrollment Form exactly as that name appears on the stock account. If your stock is held in a brokerage, bank, or other intermediary account, you can instruct the broker, bank, or intermediary to register some or all of your stock directly in your name, and you can then get started in the Plan with those shares by returning a completed Enrollment Form to the Administrator.

If you do not own shares of stock and are not an employee or associate, you may join the Plan by completing the Enrollment Form and making an initial cash investment of at least $1,000.

Employees are eligible to participate in the Plan immediately upon employment with a minimum investment of $50 per month automatically deducted from your paycheck.

Associates are eligible to participate in the Plan immediately upon being contracted with Aflac or Aflac NY with a minimum investment of $50 per month automatically deducted from your monthly accounting statement (or statements).

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Participants in the Bonus Plan will be enrolled in the Plan for the purpose of receiving bonus contributions awarded under the Bonus Plan. Once each month we will deliver to the Independent Agent the aggregate amount of the accrued bonus contribution (if it equals or exceeds $50) then payable under the Bonus Plan to be used to purchase shares in the same manner and at the same price that all other shares are purchased by the Independent Agent on that investment date. Bonus contributions totaling less than $50 will be distributed directly to you through your accounting statement.

As a participant in the Plan, you will have the option to reinvest any cash dividends on the shares you hold in the Plan or to purchase additional shares, but you are not obligated to do so. The receipt of the bonus contribution to be awarded to participants in the Bonus Plan is not in any way conditioned upon reinvestment of cash dividends on the shares purchased on your behalf or upon your purchase of any additional shares through the Plan. For associates who are automatically enrolled in the Plan for the purpose of receiving bonus contributions under the Bonus Plan, we will automatically reinvest the dividends you earn on the shares in your Plan account unless you have already elected to receive cash dividends or we receive a specific written request from you that your dividends not be reinvested in additional shares. You may make a written request to receive your dividends in a cash payment simply by indicating this preference on the appropriate portion of the Enrollment Form and returning it to us.

Pursuant to applicable laws in certain jurisdictions, shares offered under the Plan to persons who are not presently record holders of stock are offered only through a registered broker/dealer.

Share Purchases and Price

5. What is the source of shares?

Shares purchased for you under the Plan will be either newly issued shares, shares held in the treasury of Aflac Incorporated, or shares purchased in the open market by the Independent Agent.

6. When will shares be purchased through the Plan?

Shares will be purchased within seven business days from the date we receive funds. No interest will be paid on funds held by the Administrator pending investment.

7. How are payments with insufficient funds handled?

If the Administrator does not receive your payment because of insufficient funds in your account, the shares purchased for you will be removed from your account. If the net proceeds from the sale of these shares are insufficient to satisfy the balance of the uncollected amounts, the Administrator may redeem additional shares from your account to satisfy the uncollected balance.

8. How is the price of shares purchased determined?

Shares purchased from Aflac Incorporated will be the average of the high and low sale prices of Aflac Incorporated stock as reported by the NYSE on the investment date. Shares purchased in the open market will be the average price per share of the aggregate number of shares purchased for the Plan by the Independent Agent with respect to the applicable investment date.

9. How will shares purchased under the Plan be credited to my account?

Your funds will be commingled with those of other participants for the purpose of making purchases. The number of shares (including any fraction of a share rounded to three decimal places) credited to your account will be determined by dividing the total amount of cash dividends, optional cash investments, and/or initial cash investments to be invested for you by the relevant purchase price per share.

Optional Cash Payments

10. How do optional cash payments work?

Once enrolled, any participant in the Plan may make optional cash investments by delivering to the Administrator (1) a completed

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optional cash investment stub, which is attached to each statement you receive from us, or the optional cash form from our Internet site and (2) a personal check or money order payable to the AFL Stock Plan. At minimum, your optional cash payment must be accompanied by your account number or the last four digits of your taxpayer identification number (Social Security number). THIRD-PARTY CHECKS ARE NOT ALLOWED. You can also pre-authorize the Administrator to deduct a set amount from a U.S. checking, savings, or credit union account that is a member of the Automated Clearing House (“ACH”) network. To set up that automatic deduction, you must complete and sign an Optional Bank Draft Form and return it to the Administrator. Once effective, funds will be drafted on the 25th day of each month (or, if the 25th day is not a business day, the first business day thereafter).

No participant in the Plan may make an optional cash investment of less than $50 or make initial or optional cash investments in excess of $250,000 in any calendar year (except that, in the case of associates, the $250,000 amount does not include the value of bonus contributions awarded under the Bonus Plan). All funds for investment must be in U.S. dollars. There is no obligation to make any optional cash investment.

Expenses

11. What does it cost to buy and sell shares in the Plan?

We will pay all costs of administration of the Plan. You will incur no brokerage commission or service charges for purchases made under the Plan. The commission on any shares purchased on the open market will be reported as a taxable item. You will incur brokerage commission charges and any applicable taxes when the Administrator sells your shares through the Independent Agent.

Statements to Participants

12. When will I receive a statement on my account?

A statement will be mailed or delivered electronically when you have any balance activity. You should retain information on your account activity in order to establish the cost basis, for tax purposes, for shares acquired in the Plan.

You will also receive copies of all communications sent to shareholders. This may include annual reports, proxy material, consent solicitation material, and IRS information, if appropriate, for reporting dividend income. All notices, statements, and other communications will be addressed to the latest address or email address of record; therefore, it is important that you promptly notify the Administrator of any change of address or email address.

Dividends

13. Can my dividends be reinvested?

You may reinvest all or a portion of cash dividends paid on shares registered in your name or in the Plan. If you elect partial reinvestment of cash dividend payments, you must designate the whole number of shares for which reinvestment is desired. Once you elect reinvestment, cash dividend payments made on the designated shares will be used to purchase shares within seven business days from the date of payment. The amount to be reinvested will be reduced by any amount that is required to be withheld under any applicable tax or other statutes. If you have specified partial reinvestment, that portion of cash dividend payments not designated for reinvestment will be sent to you by check, or by electronic direct deposit, if you elected the direct deposit option.

Although we currently intend to continue the payment of quarterly dividends, the payment of dividends will depend upon future earnings, our financial condition, and other factors.

As noted above, for associates who are automatically enrolled in the Plan for purposes of receiving bonus contributions under the Bonus Plan, the dividends earned on the shares purchased on your behalf with the bonus contribution will be automatically reinvested unless you submit an Enrollment Form on which you elect to receive cash dividends instead.

14. Can I have dividends that are not reinvested direct deposited?

If you elect not to reinvest cash dividends, you can receive the nonreinvested cash dividends by electronic deposit to your

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designated bank, savings, or credit union account if it is a member of the ACH network. To receive a direct deposit of funds, you must complete and sign a Direct Deposit Authorization Form and return it to the Administrator.

15. Will I be entitled to stock dividends and splits?

Any stock dividends or split shares distributed by Aflac Incorporated on Plan shares will be credited to your account in the same manner it is credited for shareholders who are not participants in the Plan.

Voting of Shares

16. Will I have voting rights for the shares held in my Plan account?

Prior to each shareholder meeting, you will be mailed or delivered electronically a proxy representing the shares held in your Plan account combined with any other shares registered in your name on the record date for such meeting. Shares credited to your account will not be voted unless you provide voting instructions by proxy.

All shares held in your account will be entitled to one vote per share, unless you have held the shares for 48 continuous months, in which case they will be entitled to ten votes per share.

Certain U. S. Federal Income Tax Consequences

The following is a brief summary of certain material U.S. federal income tax consequences to a U.S. person (a "U.S. Participant") of participation in the Plan. It is based on the Internal Revenue Code of 1986, as amended, administrative pronouncements, and judicial decisions, all as in effect on the date of this Prospectus and all subject to change, or differing interpretations, possibly with retroactive effect. This summary does not address all of the tax consequences that may be relevant to a participant in light of the participant’s particular circumstances or to participants who are subject to special rules (including insurance companies, tax-exempt organizations, financial institutions, broker-dealers or foreign persons).

17. What are the general U.S. federal income tax consequences of receiving stock acquired with reinvested dividends pursuant to the Plan?

A U.S. participant in the Plan generally will be treated for U.S. federal income tax purposes as having received a distribution in an amount equal to the fair market value of the shares of stock acquired with reinvested cash dividends. The distribution generally will be treated as a dividend to the extent of our current and accumulated earnings and profits, as determined for U.S. federal income tax purposes. In addition, if shares are acquired through an open market purchase, expenses and fees paid by Aflac Incorporated with respect to those shares generally will be treated as distributions subject to income tax in the same manner as cash dividends. The information sent to U.S. participants and the IRS shortly after year-end will show the amount of dividends reinvested through the Plan, as well as any expenses and fees allocable to shares acquired pursuant to the Plan.

The tax basis of shares of stock acquired with reinvested cash dividends generally will equal the fair market value of the shares on the related dividend payment date, plus, if shares are acquired through an open market purchase, the amount of any expenses and fees allocable to such shares. The holding period for shares of stock generally will begin on the day following the related dividend payment date.

The proceeds from the sale of any whole or fractional shares through the Plan will be reported to the IRS and to U.S. participants on Form 1099-B.

The tax basis of shares of stock acquired on or after January 1, 2011 will be reported by Aflac Incorporated in accordance with new Treasury Department Regulations that are effective on that date. The IRS recognizes a variety of tax lot selection methods. Aflac Incorporated will report to you the tax basis of shares of stock in accordance with the first in-first out ("FIFO") method, unless you request lot specific identification.

If certain information reporting requirements are not met, a U.S. participant may be subject to backup withholding tax on any gross dividends treated as having been received. The dividends reinvested on behalf of the U.S. participant will be net of the required withholding taxes.

The above tax information is provided only as a guide. You should consult with your own tax advisor with respect to the U.S. federal, state, local and foreign tax consequences of your participation in the Plan.

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Sale of Plan Shares

18. Can I sell shares held in my Plan account?

You can request that all or a portion of the shares credited to your account be sold through our secure Internet line, aflinc® or you can furnish the Administrator with written instructions, either by mail, email, or fax, which include your shareholder account number or the last four digits of your taxpayer identification number (Social Security number), and a daytime telephone number where you can be contacted during normal working hours. If we do not receive direction from you prior to settlement of the sale as to which tax lot is to be sold,we will default to FIFO for shares sold in the Plan.

We cannot sell any certificated shares unless the certificates are first deposited in the Plan. We will forward the sale instructions to the Independent Agent within five business days of receipt. The Independent Agent will sell shares as soon as practicable thereafter, and a check for the proceeds of the sale (less brokerage fees and any applicable withholding taxes) will be mailed to you or the proceeds can be deposited directly into your bank account.

If you dispose of all whole shares credited to your Plan account and registered in your name, you will no longer be eligible to participate in the Plan unless you make a new initial investment or you are an associate or employee with monthly deductions for investment or an associate receiving bonus contributions under the Bonus Plan. A check equal to the current market value of any remaining fractional shares will be issued to you, less any brokerage fees and any applicable withholding taxes.

Termination of Participation

19. When can I make changes or withdraw from the Plan?

You can change investment options or terminate participation in the Plan at any time by delivering written instructions to the Administrator. If you terminate participation in the Plan, you will be sent a check equal to the current market value of any fractional shares.

20. Can the Administrator terminate my account?

The Administrator reserves the right to terminate your participation in the Plan at any time for any reason upon written notice to you at the address appearing on our records (excluding participants in the Bonus Plan, whose participation in the Plan may be terminated only in accordance with the provisions of the Bonus Plan).

Transfer Shares to Broker Account by Direct Registration

21. How can I transfer shares held in the Plan to my broker?

You can transfer your Plan shares to your brokerage account through Direct Registration by simply delivering a copy of your latest Plan Statement to your broker. Your broker will then electronically move the shares.

Safekeeping of Share Certificates

22. Can I deposit my share certificates for safekeeping?

You may deposit into the Plan for safekeeping shares that you hold in certificate form by delivering your certificates unendorsed to the Administrator and requesting that those shares be credited to your Plan account or held in book-entry form in Direct Registration. This feature is offered at no charge and eliminates the risk associated with the loss of stock certificates. If stock certificates are lost, stolen, or destroyed, the shares represented by such certificates cannot be sold or transferred without first obtaining replacement certificates, a process that could be costly and could take several weeks to complete. Shares represented by certificates deposited in the Plan are treated in the same manner as shares purchased through the Plan, and may be conveniently and efficiently sold or transferred through the Plan.

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Gifts and Transfers of Shares

23. Can I transfer shares held in the Plan?

If you wish to change the ownership of all or part of the shares through gift, private sale, or otherwise, you can do so by delivering a written request to the Administrator. The transfer will be made as soon as practicable following the Administrator’s receipt of the required documentation. Requests for account transfers are subject to the same requirements as for the transfer of certificates, including the requirement of a Medallion signature guarantee on the request. If the recipient is not already a participant in the Plan, the Administrator will open an account in the recipient’s name. The recipient will receive a Plan prospectus and a statement showing the number of shares held in the recipient’s account. Gift certificates are also available on request to the Administrator.

Aflac Associate Stock Bonus Plan

24. How does the Bonus Plan work?

The Bonus Plan provides an incentive to associates who have entered into a contract with Aflac or Aflac NY, both wholly-owned subsidiaries of Aflac Incorporated, for the purpose of marketing their specialized insurance policies, and to enable the companies to retain experienced sales and supervisory personnel. The Bonus Plan rewards those individuals for sales of insurance policies, and encourages them to acquire and retain a proprietary interest in the success of Aflac Incorporated. Once each month, on an investment date, the aggregate amount of the accrued bonus contribution then payable under the Bonus Plan will be delivered to the Independent Agent (if this aggregate amount equals at least $50) to be used to purchase shares in the same manner and at the same price that all other shares are purchased by the Independent Agent on that investment date.

The Bonus Plan applies only to associates and does not affect the ability of any other participant in the Plan to make purchases or sales under the Plan or to reinvest cash dividends for shares credited to their accounts.

Interpretation and Regulation of the Plans

Our officers are authorized to take such actions as may be consistent with the terms and conditions of the Plan and the Bonus Plan. We reserve the right to interpret and regulate the Plan and the Bonus Plan as we deem desirable or necessary.

Aflac Incorporated can suspend, modify, or terminate the Plan at any time. We will send a written notice of any significant changes.

If the Plan is terminated to establish another stock purchase and/or dividend reinvestment plan, we will automatically enroll you in the other plan. Shares credited to your AFL Stock Plan account will be credited automatically to the other plan, unless the Administrator receives notice from you to the contrary.

Use of Proceeds

If treasury shares or newly issued shares of stock are purchased under the Plan, we will use the proceeds from those sales for general corporate purposes. We will not receive any proceeds when shares are purchased under the Plan in the open market.

Plan of Distribution

The Plan provides for the purchase of shares, which may be either newly issued shares, shares held in our treasury, or shares purchased in the open market by the Independent Agent, and we will pay any fees, commissions or expenses incurred in connection with these purchases. The Plan provides that we may not change our determination regarding the source of purchases of shares under the Plan more than once in any three-month period. The primary consideration in determining the source of shares to be used for purchases under the Plan is expected to be our need to increase equity capital. If we do not need to raise funds externally or if financing needs are satisfied using nonequity sources of funds to maintain our targeted capital structure, shares purchased for participants under the Plan will be purchased in the open market, subject to the three-month limitation on changing the source of shares.

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Independent Registered Public Accounting Firm

The consolidated financial statements and schedules of Aflac Incorporated as of December 31, 2010 and 2009, and for each of the years in the three-year period ended December 31, 2010, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2010 have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit reports covering the December 31, 2010 consolidated financial statements and schedules refer to a change in the method of evaluating consolidation of variable interest entities (VIEs) and qualified special purpose entities (QSPEs) due to the adoption of new accounting requirements issued by the Financial Accounting Standards Board (FASB), effective January l, 2010, and a change in the method of evaluating other-than-temporary impairments of debt securities due to the adoption of new accounting requirements issued by the FASB, effective January 1, 2009.

With respect to the unaudited interim financial information for the periods ended March 31, 2011 and 2010, and June 30, 2011 and 2010 incorporated by reference herein, the independent registered accounting firm has reported that they applied limited procedures in accordance with professional standards for a review of such information.  However, their separate reports included in the Company’s quarterly reports on Form 10-Q for the quarters ending March 31, 2011 and June 30, 2011, and incorporated by reference herein, state that they did not audit and they do not express an opinion on that interim financial information.  Accordingly, the degree of reliance on their reports on such information should be restricted in light of the limited nature of the review procedures applied.  The accountants are not subject to the liability provisions of Section 11 of the Securities Act of 1933 (the “1933 Act”) for their reports on the unaudited interim financial information because those reports are not “reports” or a “part” of the registration statement prepared or certified by the accountants within the meaning of Sections 7 and 11 of the 1933 Act.

Legal Opinions

Certain legal matters in connection with the stock offered by this prospectus have been passed upon for Aflac Incorporated by Joey M. Loudermilk, Executive Vice President and General Counsel of Aflac Incorporated.

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PART II	INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14.	OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses in connection with distribution of the securities being registered are as follows:

SEC registration fee	$	27,578.39
Legal fees and expenses	$	20,000.00
Accounting fees and expenses	$	6,000.00
Printing, Postage and Miscellaneous	$	3,000.00
Plan Administration fees and expenses	$	25,000.00
Total	$	81,578.39

Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Georgia Business Corporation Code permits a corporation to indemnify a director or officer if the director or officer seeking indemnification acted in good faith and reasonably believed (i) in the case of conduct in his or her official capacity, that his or her action was in the best interest of the corporation, (ii) in all other cases, that his or her action was at least not opposed to the best interests of the corporation, and (iii) in the case of any criminal proceedings, that he or she had no reasonable cause to believe his or her conduct was unlawful, provided that indemnification in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. The Georgia Business Corporation Code prohibits indemnification of a director in connection with a proceeding by or in the right of the corporation (other than for reasonable expenses) if it is determined that the director has not met the relevant standard of conduct, or with respect to conduct for which he or she was adjudged liable on the basis that a personal benefit was improperly received by him or her, whether or not involving action in his or her official capacity. The Georgia Business Corporation Code additionally prohibits indemnification of an officer for liability arising in connection with appropriation of a business opportunity of the corporation, intentional or knowing violation of law, improper distributions or improper personal benefit.

Aflac Incorporated’s articles of incorporation provide that, to the fullest extent permitted by Georgia law, as the same exists or may be hereafter amended, no director of Aflac Incorporated shall be personally liable to Aflac Incorporated for monetary damages for any breach of the duty of care or other duty as a director, provided that Aflac Incorporated’s articles of incorporation do not limit or eliminate liability for (i) a breach of duty involving an appropriation of a business opportunity of Aflac Incorporated; (ii) an act or omission not in good faith or involving intentional misconduct or a knowing violation of law; (iii) any action for which a director could be found liable pursuant to Section 14-2-154 of the Georgia Business Corporation Code, or any amendment or successor provision of such section; and (iv) any transaction from which the director derived an improper personal benefit. In addition, a director’s liability will not be limited as to any payment of a dividend or approval of a stock repurchase that is illegal under Section 14-2-640 of the Georgia Business Corporation Code.

Aflac Incorporated maintains (i) director and officer liability insurance that provides for indemnification of the directors and officers of Aflac Incorporated and of its majority-owned subsidiaries, and (ii) company reimbursement insurance that provides for indemnification of Aflac Incorporated and its majority-owned subsidiaries in those instances where Aflac Incorporated and/or its majority-owned subsidiaries indemnified its directors and officers.

 Item 16.  EXHIBITS

The following exhibits are filed with this registration statement:

Exhibit No. (Per Item 601 of Regulation S-K)	Description of Exhibit
4.1	Articles of Incorporation of Aflac Incorporated, as amended.  Filed as Exhibit 3.0 to Aflac Incorporated’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 and incorporated herein by reference.
5.1	Opinion of Joey M. Loudermilk, Esq.
15.1	Letter re: Unaudited Interim Financial Information.
23.1	Consent of KPMG LLP.
23.3	Consent of Joey M. Loudermilk, Esq. (included in the Opinion of Counsel filed as Exhibit 5.1).
24.1	Power of Attorney (set forth on the signature page hereof).
99.1	1999 Aflac Associate Stock Bonus Plan.

Item 17. UNDERTAKINGS

(a)  The undersigned registrant hereby undertakes:

(1)       To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)     To include any prospectus required by Section 10 (a) (3) of the Securities Act of 1933;

(ii)    To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)

which, individually or in the aggregate, represents a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

(iii)   To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2)       That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)       To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)       That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: If the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)       That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities: the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any

of the following communications, the undersigned Registrant will be seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)     Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)    Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(iii)   The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(iv)    Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

(b)       The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, State of Georgia, on August 9, 2011.

	Aflac Incorporated
Dated: August 9, 2011	By:	/s/ Daniel P. Amos
		Daniel P. Amos
		Chief Executive Officer and Chairman of the Board of Directors

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Aflac Incorporated, hereby severally constitute and appoint Joey M. Loudermilk and Kriss Cloninger III, and each of them the lawful attorneys and agents, with full power of substitution and authority, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Aflac Incorporated to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by either of said attorneys to said Registration Statement and any and all amendments thereto.  This Power of Attorney may be signed in several counterparts.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated opposite his or her name.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Daniel P. Amos	Chief Executive Officer and Chairman of the	August 9, 2011
Daniel P. Amos	Board of Directors
/s/ Kriss Cloninger III	President, Chief Financial Officer, Treasurer and	August 9, 2011
Kriss Cloninger III	Director

Signature	Title	Date
/s/ June Howard	Senior Vice President, Financial Services, Chief	August 9, 2011
June Howard	Accounting Officer
/s/ John Shelby Amos II	Director	August 9, 2011
John Shelby Amos II
/s/ Paul S. Amos II	Director	August 9, 2011
Paul S. Amos II
/s/ Michael H. Armacost	Director	August 9, 2011
Michael H. Armacost
/s/ Elizabeth J. Hudson	Director	August 9, 2011
Elizabeth J. Hudson
/s/ Douglas W. Johnson	Director	August 9, 2011
Douglas W. Johnson
/s/ Robert B. Johnson	Director	August 9, 2011
Robert B. Johnson
/s/ Charles B. Knapp	Director	August 9, 2011
Charles B. Knapp
/s/ E. Stephen Purdom	Director	August 9, 2011
E. Stephen Purdom
/s/ Barbara K. Rimer	Director	August 9, 2011
Barbara K. Rimer
/s/ Marvin R. Schuster	Director	August 9, 2011
Marvin R. Schuster
/s/ David G. Thompson	Director	August 9, 2011
David G. Thompson
/s/Robert L. Wright	Director	August 9, 2011
Robert L. Wright
/s/ Takuro Yoshida	Director	August 9, 2011
Takuro Yoshida

EXHIBIT INDEX

Number	Description
4.1	Articles of Incorporation of Aflac Incorporated, as amended.  Filed as Exhibit 3.0 to Aflac Incorporated’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 and incorporated herein by reference.
5.1	Opinion of Joey M. Loudermilk, Esq.
15.1	Letter re: Unaudited Interim Financial Information.
23.1	Consent of KPMG LLP.
23.2	Consent of Joey M. Loudermilk, Esq. (included in the opinion of Counsel filed as Exhibit 5.1).
24.1	Power of Attorney (set forth on the signature page hereof).
99.1	1999 Aflac Associate Stock Bonus Plan.

EX-5.1

Exhibit 5.1

August 9, 2011

The Board of Directors

AFLAC Incorporated

1932 Wynnton Road

Columbus, Georgia 31999

Ladies and Gentlemen:

As General Counsel of AFLAC Incorporated, a Georgia corporation (the “Company”), I have represented the Company in connection with the preparation of a Registration Statement on  Form S-3, which is being filed by the Company with the Securities and Exchange Commission (the “Commission”) on the date hereof (the Registration Statement”) relating to the registration and issuance by the Company of an aggregate of up to 6,000,000 shares (the “Shares”) of the common Stock, par value $0.10 per share (the “Common Stock’), of the Company pursuant to the AFL Stock Plan:  A Direct Stock Purchase and Dividend Reinvestment Plan (the “Plan”).

This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).

In connection with this opinion, I am familiar with the corporate proceedings taken by the Company in connection with the authorization of the Plan, and have made such other examinations of law and fact as considered necessary in order to form a basis for the opinion hereafter expressed.

I am admitted to the bar in the State of Georgia and I do not express any opinion with respect to the law of any other jurisdiction. The opinion expressed herein is based on laws in effect on the date hereof, which are subject to change with possible retroactive effect.

Based upon and subject to the foregoing, I am of the opinion that when certificates representing the Shares have been delivered and paid for in accordance with the terms and conditions of the Plan, the issuance and sale of the Shares will have been duly authorized and, subject to any restrictions imposed by the Plan, the Shares will be validly issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement.

Very truly yours,

/s/ Joey M. Loudermilk

Joey M. Loudermilk

Executive Vice President and

General Counsel

EX-15.1

Exhibit 15.1

August 9, 2011

Aflac Incorporated

Columbus, Georgia

Re: Registration Statement on Form S-3

With respect to the subject registration statement, we acknowledge our awareness of the use therein of our reports dated August 5, 2011 and May 6, 2011, respectively, related to our review of interim financial information.

Pursuant to Rule 436 under the Securities Act of 1933 (the Act), such reports are not considered part of a registration statement prepared or certified by an independent registered public accounting firm, or reports prepared or certified by an independent registered public accounting firm within the meaning of Sections 7 and 11 of the Act.

/s/ KPMG LLP

Atlanta, Georgia

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Aflac Incorporated:

We consent to the use of our reports dated February 25, 2011, with respect to the consolidated balance sheets of Aflac Incorporated and subsidiaries (the Company) as of December 31, 2010 and 2009, and the related consolidated statements of earnings, shareholders’ equity, cash flows and comprehensive income (loss) for each of the years in the three-year period ended December 31, 2010, and all related financial statement schedules, and the effectiveness of internal control over financial reporting as of December 31, 2010, incorporated herein by reference and to the reference to our firm under the heading “Independent Registered Public Accounting Firm” in the Prospectus.  Our reports with respect to the consolidated financial statements and schedules refer to a change in the method of evaluating consolidation of variable interest entities (VIEs) and qualified special purpose entities (QSPEs) due to the adoption of new accounting requirements issued by the Financial Accounting Standards Board (FASB), effective January 1, 2010, and a change in the method of evaluating other-than-temporary impairments of debt securities due to the adoption of new accounting requirements issued by the FASB, effective January 1, 2009.

/s/ KPMG LLP

Atlanta, Georgia

August 9, 2011

EX-99.1

Exhibit 99.1

1999 AFLAC ASSOCIATE

STOCK BONUS PLAN

EFFECTIVE AS OF JULY 1, 1999

AMENDED AS OF AUGUST 20, 2007

1999 AFLAC ASSOCIATE STOCK BONUS PLAN

The 1999 Aflac Associate Stock Bonus Plan is effective as of July 1, 1999 and amended as of August 20, 2007, as follows:

ARTICLE I

DEFINITIONS

As used herein, the following words and phrases shall have the meaning indicated unless otherwise defined or required by the context:

1.1 "Active Association" shall mean the performance of services by an Associate, Soliciting Broker, Sales Coordinator or Special Associate, who is properly licensed by the applicable regulatory authority, pursuant to a written contract with the Plan Sponsor for the solicitation of applications for certain insurance products of the Plan Sponsor, prior to the effective date of any termination of such contract whether for cause or without cause. Active Association shall also include a period of employment as an employee of the Plan Sponsor to the extent that such employment immediately precedes or follows a period of Active Association as it is defined above.

1.2 "Allocation Date" shall mean, with respect to each month, a day, determined in the discretion of the Stock Bonus Management Committee, not later than 45 days following the end of such month.

1.3 "Associate" shall mean any person or entity associated with the Plan Sponsor pursuant to an Associate's contract pertaining to services in the United States, its territories and possessions, and any other location or country designated by the Plan Sponsor, who is paid on a commission basis and whose Active Association with the Plan Sponsor has not been terminated.

1.4 "Board" shall mean the Board of Directors of American Family Life Assurance Company of Columbus or of American Family Life Assurance Company of New York, as the case may be.

1.5 "Bonus Policy/Policies" shall mean those insurance policies issued by the Plan Sponsor that the Plan Sponsor, acting in its sole discretion, designates as "Bonus Policies." "Bonus Policies" shall not include conversions, upgrades or riders made effective as of a date later than twelve months from the original Issue Date on policies otherwise designated as a "Bonus Policy," unless the Plan Sponsor shall provide otherwise.

1.6 "Commencement Date" shall mean the date on which one first begins Active Association.

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1.7 "First Year Premiums" shall mean premiums scheduled to be received for the first twelve months of coverage after a Bonus Policy sold by a Participant is issued at the home office of the Plan Sponsor.

 1.8 "Issue Date" shall mean the date on which a Bonus Policy is made effective.

1.9 "New Business Transmittal" shall mean the new business transmittal form that is submitted to the Plan Sponsor with each application for a policy and which includes information concerning all Associates sharing commissions with respect to such policy.

1.10 "Paid to Date" shall mean the date to which coverage provided by a policy shall remain in force based on premiums applied by the Plan Sponsor to the policy.

1.11 "Participant" shall mean any Associate, Soliciting Broker, Sales Coordinator or Special Associate participating in this Plan.

1.12 "Plan" shall mean the 1999 Aflac Associate Stock Bonus Plan, as contained herein and as amended from time to time.

1.13 "Plan Sponsor" shall mean the American Family Life Assurance Company of Columbus, a Georgia corporation, American Family Life Assurance Company of New York, a New York corporation, and any subsidiary or affiliate corporation that may hereafter adopt the Plan with the permission of their respective Boards.

1.14 "Sales Coordinator" shall mean any Associate who is also providing services to the Plan Sponsor pursuant to a contract as a District Sales Coordinator, Regional Sales Coordinator, or State Sales Coordinator, and who is paid on a commission basis.

1.15 "Soliciting Broker" shall mean any Associate who is also providing services to the Plan Sponsor pursuant to a standardized Soliciting Broker contract and who is paid on a commission basis.

1.16 "Special Associate" shall mean any person or entity associated with the Plan Sponsor pursuant to a special written agreement, who is engaged in the sale of the products of the Plan Sponsor and is paid on a commission basis, and whose Active Association with the Plan Sponsor has not been terminated.

1.17 "Stock" or "Shares of Stock" shall mean the common stock of Aflac Incorporated.

1.18 "Stock Bonus Management Committee" shall mean the committee which shall oversee the operation of the Plan and shall be composed of the Plan Sponsor's Executive Vice President in charge of domestic operations, its Director of Marketing and its Chief Accounting Officer, and/or such other persons as designated from time to time by the Board. The Board may remove any member of this committee at any time in its absolute discretion.

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1.19 "Vested for Commission" shall mean that a Participant has a vested right, pursuant to the terms of the Participant's Associates Agreement, to receive renewal commissions that are payable on policies sold by the Participant (regardless of whether such vested amount is less than 100%, or is for a limited time period).

ARTICLEII

ELIGIBILITY AND PARTICIPATION

2.1 CONDITIONS OF ELIGIBILITY. Each Associate, Soliciting Broker and Sales Coordinator is eligible to become a Participant in the Plan. Special Associates shall be eligible to participate in this Plan only if so provided in the written agreement between the Special Associate and the Plan Sponsor.

2.2 PARTICIPATION. Any Associate, Soliciting Broker, Sales Coordinator or, subject to Section 2.1, any Special Associate, shall become a Participant under the following circumstances: (i) if such individual was a Participant under either the Aflac New York Associate Stock Bonus Plan, effective as of January 1, 1999, or the Aflac Associate Stock Bonus Plan, amended and restated as of January 1, 1999, as of the termination date of such Plans, such individual shall automatically become a Participant on the effective date of this Plan, or (ii) if such individual's Commencement Date is on or after July 1, 1999, such individual shall automatically become a Participant upon his or her Commencement Date. If an individual was qualified to be a Participant under either the Aflac New York Associate Stock Bonus Plan or the Aflac Associate Stock Bonus Plan but opted not to become a Participant prior to February 11, 2003, and such individual qualifies to participate in this Plan, such individual must notify the Plan Sponsor in writing that he or she opts to enroll in the Plan. Such individual will become enrolled within 30 days of the receipt by the Plan Sponsor of such notice.

2.3 ACCEPTANCE. The Plan shall not be deemed to constitute a contract between the Plan Sponsor and the Participant or to be consideration, or an inducement, for the association of any Participant. No provision of the Plan shall be deemed to give any Participant the right to be retained in association with the Plan Sponsor, or to interfere with the right of the Plan Sponsor to discharge any Participant at any time regardless of the effect which such discharge will have upon him as a Participant. Each Participant for himself or herself and his or her heirs and assigns shall be deemed conclusively by his or her act of participation herein, to have agreed to and accepted the terms and conditions of this Plan.

ARTICLE III

CONTRIBUTIONS AND EXPENSES

3.1 CONTRIBUTIONS BY PLAN SPONSOR. All contributions, if any, shall be made by the Plan Sponsor; provided, however, that the Board may authorize contributions from other sources. No contributions shall be made by any Participant.

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3.2 COMPUTATION OF CONTRIBUTIONS FOR BONUS POLICIES WITH ISSUE DATES PRIOR TO JULY 1, 1999. With respect to Bonus Policies with an Issue Date prior to July 1, 1999, the amount of Plan Sponsor contributions to be made on or before each Allocation Date shall be equal to the applicable percentage (as described in Section 3.5) of First Year Premiums applied to the policy by the Plan Sponsor during the month to which such Allocation Date relates.

3.3 COMPUTATION OF CONTRIBUTIONS FOR BONUS POLICIES WITH ISSUE DATES ON OR AFTER JULY 1, 1999. With respect to Bonus Policies with an Issue Date on or after July 1, 1999, the amount of Plan Sponsor contributions to be made on or before each Allocation Date shall be equal to the applicable percentage (as described in Section 3.5) of annualized First Year Premiums as of the date on which the period of time between the Issue Date and the Paid to Date equals thirteen months. Accordingly, no Plan Sponsor contributions will be made if the period of time between the Issue Date and the Paid to Date is less than thirteen months for any Bonus Policy.

3.4 OFFSET AGAINST CONTRIBUTIONS; RECOVERY OF CREDITED AMOUNTS.

(a) Notwithstanding the provisions of Sections 3.2 and 3.3, the amount to be contributed by the Plan Sponsor may, in the sole discretion of the Plan Sponsor, be reduced to reflect the applicable percentage (as described in Section 3.5) of any First Year Premiums that the Plan Sponsor may, for any reason acting in his sole discretion, determine to refund.

(b) On each Allocation Date, the amount to be allocated to a Participant shall be reduced by the sum of amounts recoverable by the Plan Sponsor relating to refunded First Year Premiums for any period prior to such Allocation Date.

(c) To the extent that the amounts recoverable by the Plan Sponsor have been distributed to a Participant or transferred to the AFL Stock Plan on behalf of a Participant and cannot be recovered pursuant to the procedures set forth in paragraph (b) above, then the amount of such distribution shall create a liability to the Plan Sponsor on the part of the Participant (1) to be charged back as a first lien against future earned commissions on first year or renewal business written by the Participant, or (2) to be paid to the Plan Sponsor by the Participant on demand of the Plan Sponsor.

3.5 APPLICABLE PERCENTAGE FOR BONUS POLICIES. Subject to Sections 3.2, 3.3, and 3.4, the applicable percentage of First Year Premiums received on Bonus Policies shall be as follows:

(a) ASSOCIATES AND SOLICITING BROKERS. The Plan Sponsor shall contribute a total of three and one-half percent (3.5%), such other percentage as may be provided under the accelerated payment option program established by the Plan Sponsor and in effect from time to time, or such other percentage as is determined to be

4

appropriate by the Stock Bonus Management Committee, in any case of the First Year Premiums applied by the Plan Sponsor to the policy (pursuant to the terms of, and for purposes of, Section 3.2) or of the annualized First Year Premiums (pursuant to the terms of, and for purposes of, Section 3.3) for each Bonus Policy properly sold by a Participant who is an Associate or Soliciting Broker in accordance with the policies and procedures of the Plan Sponsor. Such contribution shall be allocated among applicable Participants on the same basis as the percentage allocation among Associates and Soliciting Brokers that is properly designated on the New Business Transmittal.

(b) SALES COORDINATORS. The Plan Sponsor shall contribute seven-tenths of one percent (.7%) (or such other percentage as is determined to be appropriate by the Stock Bonus Management Committee) of the First Year Premiums applied by the Plan Sponsor to the policy (pursuant to the terms of, and for purposes of, Section 3.2) or of the annualized First Year Premiums (pursuant to the terms of, and for purposes of, Section 3.3) for each Bonus Policy properly sold by a Participant or other individual who is assigned in writing to a Sales Coordinator at the time the policy is sold. Such .7% contribution shall be allocated among applicable Participants as necessary based on any allocation among Associates that is properly designated on the New Business Transmittal.

(c) SPECIAL ASSOCIATES. The applicable percentage of First Year Premiums applied by the Plan Sponsor to the policy or annualized First Year Premiums to be contributed with respect to Bonus Policies sold by a Special Associate shall be determined in accordance with the written agreement between the Special Associate and the Plan Sponsor.

3.6 DESIGNATION OF BONUS POLICIES. Bonus Policies will be designated as such by the Plan Sponsor on the schedule of commissions that is made available to Associates, Sales Coordinators, Soliciting Brokers and Special Associates.

3.7 ACTIVE ASSOCIATION. Except as provided in Sections 3.8 and 3.9, contributions will be made only on behalf of Participants who are in Active Association with the Plan Sponsor.

3.8 DEATH AND DISABILITY. In the event of the death or the total and permanent disability of a Participant, contributions will continue to be made on behalf of the Participant with respect to Bonus Policies sold by the Participant if the Participant, at the time of such death or total and permanent disability, has become Vested for Commission. If the Participant has not become Vested for Commission, contributions will be made on behalf of the Participant through the end of the calendar month in which such death or total and permanent disability occurs.

3.9 TRANSFER OR TERMINATION. In the event of the transfer of a Participant to a position of employment with the Plan Sponsor other than as an Associate, Soliciting Broker, Sales Coordinator or Special Associate, or in the event of a termination of a

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Participant other than as a result of death or total and permanent disability, if the Participant is not Vested for Commission, contributions will be made on behalf of the Participant through the end of the calendar month in which the transfer or termination date occurs, and the contribution will be reduced to reflect amounts recoverable by the Plan Sponsor with respect to refunded First Year Premiums (as provided for in Section 3.4) up to the last business day of the calendar month in which the date of termination occurs. In the event of a transfer or termination of a Participant who is Vested for Commission, contributions will continue to be made on behalf of the Participant with respect to Bonus Policies sold by the Participant.

3.10 EXPENSES. The Plan Sponsor shall bear all costs incurred in the operation of the Plan other than brokerage and other fees directly related to the purchase of Shares of Stock or other permitted investments. Such brokerage and other related fees shall be paid by Aflac Incorporated pursuant to the terms of the AFL Stock Plan.

ARTICLE IV

PLAN CONTRIBUTIONS

4.1 CREDITING OF CONTRIBUTIONS. Plan Sponsor contributions made during the month shall be credited to each Participant based on the applicable percentage of First Year Premiums applied by the Plan Sponsor to the policy (pursuant to the terms of, and for purposes of, Section 3.2) or of the annualized First Year Premiums (pursuant to the terms of, and for purposes of, Section 3.3) on Bonus Policies properly sold by the Participant, subject to reduction as provided in Section 3.4. The contributions shall be allocated to Participants as necessary based on any allocation among Associates that is properly designated on the New Business Transmittal. On a monthly basis the balance of this contribution amount will be transferred to the Participant's AFL Stock Plan account to purchase Shares of Stock pursuant to the terms of the AFL Stock Plan, or distributed directly to the Participant, as provided in Section 5.1.

4.2 EXPRESSED IN DOLLARS. Contributions shall be expressed in dollars and cents.

4.3 REPORTING. The Participant shall receive reports pursuant to the terms of the AFL Stock Plan with respect to the amount of cash contributed on such Participant's behalf and the total number of Shares of Stock held in the Participant's account under the AFL Stock Plan.

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ARTICLE V

TRANSFERS AND DISTRIBUTIONS

5.1 TRANSFER AND DISTRIBUTION OF CONTRIBUTIONS. On a monthly basis, the balance of the contribution owed on behalf of each Participant shall be transferred to the AFL Stock Plan for investment in Shares of Stock on behalf of such Participant if the balance of such contribution equals or exceeds $50 as of an Allocation Date. If the balance totals less than $50 as of an Allocation Date, the contribution balance shall be distributed directly to  the Participant by means of the Participant's monthly commission statement. The Plan Sponsor will not pay interest on funds pending transfer to the AFL Stock Plan. All investments by the AFL Stock Plan shall be made pursuant to the terms of such plan.

5.2 DATE OF TRANSFERS AND DISTRIBUTIONS. Transfers shall be made to the AFL Stock Plan, or distributions made to the Participant, within 45 days following the end of each month in which a bonus becomes due.

5.3 DISTRIBUTIONS UPON DEATH. Subject to the terms of Section 3.8, in the event of the death of a Participant, contributions of less than $50 will continue to be paid by means of the Participant's monthly commission statement. If the Participant's contribution balance equals or exceeds $50, the balance will continue to be transferred to the AFL Stock Plan. The provisions of the AFL Stock Plan will govern the payment of accumulated balances in the Participant's AFL Stock Plan account.

5.4 DISTRIBUTIONS TO AFFILIATES. The Stock Bonus Management Committee shall have absolute discretion to determine the form of distribution under the Plan to a Participant who is at the time of distribution an "affiliate" of Aflac Incorporated within the meaning of Rule 144 under the Securities Act of 1933, as amended. The Stock Bonus Management Committee shall determine which Participants are covered by this provision. In so doing, the Stock Bonus Management Committee shall take into account any information and conclusions furnished to it by the Plan Sponsor and Aflac Incorporated, and may in its discretion seek advice of counsel.

5.5 DISTRIBUTION FOR SPECIAL ASSOCIATES. Notwithstanding anything to the contrary in this Article 5, if the written agreement between the Plan Sponsor and a Special Associate includes provisions regarding distribution of benefits which are inconsistent with the provisions of this Article 5, the provisions of such written agreement shall govern with respect to such Special Associate.

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ARTICLE VI

ADMINISTRATION OF PLAN

6.1 ADMINISTRATION.

(a) The Stock Bonus Management Committee shall administer and have complete control of the Plan, subject to the provisions hereof, with all powers necessary to enable it properly to carry out its duties in that respect. Not in limitation, but in amplification of the foregoing, the Stock Bonus Management Committee shall have the power to construe the Plan and to determine all questions that may arise hereunder, including all questions relating to the eligibility of Associates, Soliciting Brokers, Sales Coordinators or Special Associates to participate in the Plan and the amount of benefits to which any Participant may become entitled hereunder. The decision of the Stock Bonus Management Committee upon all matters within the scope of its authority shall be final.

(b) The Stock Bonus Management Committee may establish uniform rules and procedures to be followed by Participants regarding any matter required to administer the Plan.

(c) The Stock Bonus Management Committee shall prepare and distribute information concerning the Plan to the Participants in such manner as it shall deem appropriate and as required by law.

(d) The Stock Bonus Management Committee shall be entitled to rely upon all certificates and reports, if any, furnished by the consultant or actuary of the Plan Sponsor, and upon all opinions given by any legal counsel, accountant or doctor selected or approved by the Plan Sponsor; any action taken or suffered by the Stock Bonus Management Committee in good faith in reliance upon the advice or opinion of such consultant, actuary, legal counsel, accountant or doctor shall be conclusive upon each of them and upon all Participants or other persons interested in the Plan.

6.2 RECORDS. All material acts and determinations of the Stock Bonus Management Committee shall be duly recorded and all such records, together with such other documents as may be necessary for the administration of the Plan, shall be preserved in the custody of the Plan Sponsor. The Plan Sponsor shall provide all necessary forms, and accounting, clerical and other such services required to carry out the proper administration of the Plan.

6.3 DELEGATION OF AUTHORITY AND EXEMPTION FROM LIABILITY. The administrative duties and responsibilities set forth in this Article 6 may be delegated by the Stock Bonus Management Committee in whatever manner and to whatever extent it chooses to such persons as the Stock Bonus Management Committee selects. To the extent permitted by law, the Plan Sponsor shall indemnify and hold harmless each member of the Stock Bonus Management Committee, any member of the Board of

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Directors of the Plan Sponsor, and any other party acting with respect to the Plan at the request of the Plan Sponsor or the Stock Bonus Management Committee, against any and all claims, demands, suits, loss, damages, expense and liability arising from any act or failure to act with respect to the Plan, including any act or failure to act which is deemed to be a breach of such individual's fiduciary responsibilities, unless the same is determined to be due to gross negligence or willful misconduct.

ARTICLE VII

AMENDMENT AND TERMINATION OF PLAN

7.1 AMENDMENT OF THE PLAN. The Plan Sponsor shall have the right at any time to modify, alter, or amend the Plan in whole or in part by instrument in writing duly executed; provided, however, that unless it is necessary to meet the requirements of any state or federal law or regulation, no amendment shall operate to deprive any Participant of any vested right under this Plan.

7.2 TERMINATION OF THE PLAN. The Plan Sponsor has adopted this Plan with the intent that it be continued indefinitely; however, the Plan Sponsor reserves the right at any time to reduce or to discontinue permanently the Plan Sponsor contributions to the Plan or to terminate the Plan by action of the Board. Such reduction or permanent discontinuance of Plan Sponsor contributions or termination may be made without the consent of the Participants or any other persons.

7.3 TRANSFER AND DISTRIBUTION ON TERMINATION. Upon termination of the Plan, the balance of all contributions due to Participants shall be brought up to date as of the last day of the month in which the termination occurs. All contributions shall be distributed to the Participants, or transferred to the AFL Stock Plan on behalf of the Participants, in accordance with the provisions of this Plan.

ARTICLE VIII

PLAN SPONSOR'S RIGHT OF SETOFF AGAINST

PARTICIPANT'S BENEFITS

8.1 RIGHT OF SETOFF; GRANT OF SECURITY INTEREST. Subject to any applicable legal limitations, the Plan Sponsor shall have the right to charge against any benefits owed to a Participant under this Plan, prior to the transfer of any bonus to the AFL Stock Plan on behalf of such Participant, the amount of certain obligations of such Participant to the Plan Sponsor. For purposes of this Section 8.1, "obligations" shall include any indebtedness of the Participant to the Plan Sponsor including, but not limited to, any advances, loans, unearned commissions or credits made by or from the Plan Sponsor to the Participant. In addition, the Plan Sponsor shall have a lien against contributions or benefits which have, or may become, due to such Participant under this Plan, prior to the transfer of any bonus to the AFL Stock Plan on behalf of such

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Participant, which lien shall be a first lien in favor of the Plan Sponsor as to such contributions or benefits. In consideration of the right to participate in this Plan and for the benefits paid hereunder to the Participant by the Plan Sponsor, each Participant grants and assigns the Plan Sponsor a security interest in all contributions, rights and benefits which have, or may become, due to the Participant pursuant to this Plan, prior to the transfer of such contributions to the AFL Stock Plan or to the Participant, as the case may be.

ARTICLE IX

MISCELLANEOUS

9.1 HEADINGS. The headings and subheadings in the Plan have been inserted for convenience of reference only and are to be ignored in any construction of the provisions hereof.

9.2 CONSTRUCTION. In the construction of the Plan, the masculine shall include the feminine and the singular the plural in all cases where such meanings would be appropriate. The Plan shall be construed in accordance with the laws of the State of Georgia.

9.3 INCORPORATION, ETC. In the event that an individual Participant's business as an Associate is transferred to a corporation, partnership, or other legal entity that becomes an Associate and Participant hereunder, such entity shall, if the Stock Bonus Management Committee so determines, succeed to the individual Participant's benefits and rights hereunder. Conversely, in the event that an Associate that is a corporation, partnership, or other legal entity ceases to be an Associate, any individual Associate who succeeds to the business of that entity shall, if the Stock Bonus Management Committee so determines, succeed to the benefits and rights of that entity hereunder.

9.4 SPENDTHRIFT CLAUSE. Except as provided in the Plan or as otherwise required by law, no benefits under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber or charge shall be void. No such benefit shall in any manner be liable for or subject to the debts, contracts, liabilities, engagements, or torts of the person entitled to such benefit except as specifically provided in the Plan.

9.5 LEGALLY INCOMPETENT. If any Participant is in the judgment of the Stock Bonus Management Committee legally incapable of personally receiving and giving a valid receipt for any payment due him hereunder, the Stock Bonus Management Committee may, unless and until claim shall have been made by a guardian of such person duly appointed by a court of competent jurisdiction, direct that payment or any part thereof be made to such person or to such person's spouse, child, parent, brother or sister, or other person deemed by the Stock Bonus Management Committee to be a

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proper person to receive such payment. If the Stock Bonus Management Committee is unable, after reasonable effort, to ascertain the identity, whereabouts or existence of any Participant to whom a benefit is payable under this Plan, the benefits otherwise payable to such person shall be forfeited, anything to the contrary contained elsewhere in this Plan notwithstanding. However, if a claim is subsequently made by such person, or if satisfactory proof of death of such person is received by the Stock Bonus Management Committee, the Plan Sponsor shall make a contribution to the Plan which, notwithstanding any provision of this Plan to the contrary, shall be for and so as to enable such benefit to be paid to such person or his estate, as the case may be. Any benefits lost by reason of escheat under applicable state law shall also be forfeited, but shall not be subject to reinstatement.

9.6 CORRECTION OF ERRORS. If any change in records or error results in any Participant being credited with or receiving from the Plan more or less than the person would have been entitled to had the records been correct or had the error not been made, the Stock Bonus Management Committee, upon discovery of such error, shall adjust, as far as practicable, the contributions or transfer or payments, as the case may be, in such a manner as to correct the error. Any Plan Sponsor contribution made by mistake of fact shall be returned to the Plan Sponsor.

9.7 EXCLUSIVE BENEFIT. Except as otherwise specifically provided in this Plan all contributions of the Plan Sponsor under the Plan shall be held and used for the exclusive purpose of providing benefits for Participants.

9.8 LIABILITY OF PLAN SPONSOR. Notwithstanding any provision to the contrary in this Plan, the Plan Sponsor shall at all times remain liable to each Participant for the payment of any vested amounts distributable pursuant to the terms of this Plan to such Participant which are not so distributed in accordance with the terms of this Plan.

9.9 PARTIAL INVALIDITY. If any provision of this Plan is held invalid or unenforceable. its invalidity or unenforceability shall not affect any other provision and this Plan shall be construed and enforced as if such provision had not been included.

ARTICLE X

ARBITRATION

10.1 ARBITRATION. Any dispute arising under or related in any way to the Plan ("Dispute"), to the maximum extent allowed under the Federal Arbitration Act ("FAA"), shall be subject to mandatory and binding arbitration, including any Dispute arising under federal, state or local laws, statutes or ordinances. In any Dispute, all past and present officers, stockholders, employees, Associates, Special Associates, Sales Coordinators, agents and Soliciting Brokers of the Plan Sponsor, who are alleged to be liable or may be liable in any manner to either a Participant or the Plan Sponsor based upon the same allegations made against a Participant or the Plan Sponsor, are intended to be third-party beneficiaries of this Article 10 with full rights to enforce such Article. Regardless of

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whether the Plan Sponsor is a party, this Article 10 shall be applicable to any Dispute between the Participant and any past and present officers, stockholders, employees, Associates, Special Associates, Sales Coordinators, agents and Soliciting Brokers of the Plan Sponsor. THE PLAN SPONSOR AND THE PARTICIPANTS WAIVE ANY RIGHT TO TRIAL BY A JURY IN A COURT OF LAW TO RESOLVE ANY DISPUTE.

10.2 ARBITRATION PROCEDURE.

(a) The arbitration shall be covered by, and conducted pursuant to, the FAA. The party initiating the Dispute ("Complaining Party") shall notify the other party or parties of the existence of a Dispute by certified mail. Notice to Participants shall be sent to their respective business addresses as they appear in the Plan Sponsor's records and notice to the Plan Sponsor shall be sent to: Arbitration Officer, c/o Aflac Legal Division, 1932 Wynnton Road, Columbus, Georgia 31999.

(b) The Plan Sponsor and the Participants agree to attempt, in good faith, to resolve the Dispute within 15 days of the date that the notice of a Dispute has been given to the other party or parties. If the Dispute cannot be resolved through such informal methods, it shall be resolved by a panel of three arbitrators. The Complaining Party and the Plan Sponsor may each name an arbitrator ("Party Arbitrator"), who need not be neutral and each shall pay all expenses and fees of its selected Party Arbitrator. The Party Arbitrators shall appoint a neutral person to serve as a third arbitrator and to chair the panel ("Neutral Arbitrator"). If the Party Arbitrators are unable to agree on a Neutral Arbitrator, then either the Complaining Party or the Plan Sponsor may request a panel of qualified arbitrators from the headquarters office of the American Arbitration Association. The panel shall consist of an uneven number of qualified arbitrators not to exceed nine in number. The Complaining Party and the Plan Sponsor shall be entitled to up to four peremptory strikes with the party who served notice of the existence of a Dispute exercising the first strike. The one remaining arbitrator from the panel will then serve as the Neutral Arbitrator. The Complaining Party shall have the choice of having the Plan Sponsor pay the fees of the Neutral Arbitrator or, if the Complaining Party prefers, the Plan Sponsor and the Complaining Party will equally divide the expenses and fees for the Neutral Arbitrator.

(c) The arbitrators may permit reasonable discovery as permitted by the Federal Rules of Civil Procedure, but in allowing discovery shall balance the policy favoring discovery against the policy of the FAA to facilitate cost-effective expeditious resolution of disputes. The arbitrators shall have the authority to award any remedy to which any party would be entitled in a court of law unless such remedy has been effectively waived. The hearing shall be at such place as the arbitrators shall set, taking into account the convenience of all parties and witnesses. Upon request by any party, the hearing shall be recorded, including video taping. All rulings shall require concurrence of the majority of the panel. The final award shall be in writing, signed by the arbitrators, and shall be rendered within 30 days of the completion of the hearing and promptly transmitted to the respective parties. Such award shall be binding and conclusive upon all parties hereto

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subject only to grounds permitted under the FAA for vacating, correcting, or modifying an award.

(d) Any party may request that the arbitration proceeding, including communications between or among the parties and the arbitrators, information and documents produced by any party, hearing or deposition transcripts and all rulings and decisions of the arbitrators, be kept strictly confidential. In the event that any of the parties elects to keep the arbitration proceedings confidential, all parties agree to enter into an appropriate confidentiality agreement. The parties further agree that all papers filed in court in connection with any action to enforce this Article 10 or the arbitrators' award shall be filed under seal.

10.3 ENFORCEMENT OF ARBITRATION. Any party may seek an order of any court of competent jurisdiction to enforce this Article 10. The Plan Sponsor may bring such action in any federal or state court in the State of Georgia and the Participant hereby consents to personal jurisdiction and venue in such court.

10.4 CONSOLIDATION AND CLASS ACTIONS. There shall be no consolidation of claims or class actions without the consent of all parties.

10.5 INJUNCTIVE RELIEF. Any court of competent jurisdiction is authorized to issue any injunctive or other equitable relief in aid of arbitration.

10.6 APPLICABILITY. The provisions of this Article 10 shall apply to any Plan Sponsor contribution made on or after February 11, 2003. Plan Sponsor contributions made prior to February 11, 2003 shall be governed by Section 9.6 of the Plan in effect prior to February 11, 2003.

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