AFLAC INCORPORATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

EXHIBIT 10.5

AFLAC INCORPORATED
SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN

As amended and restated
effective January 1, 2009

AFLAC INCORPORATED
SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN

     Effective as of the 1st day of January, 2009, Aflac Incorporated, a corporation duly organized and existing under the laws of the State of Georgia (the “Company”), hereby amends and restates the Aflac Incorporated Supplemental Executive Retirement Plan (the “Plan”).

BACKGROUND AND PURPOSE

      A.  Background . The Plan was initially adopted effective as of October 1, 1989, and has been amended since that date, with the most recent amendment and restatement of the Plan occurring effective as of January 1, 2001. Effective January 1, 2009, the Plan, as set forth in this document, is intended and should be construed as a restatement and continuation of the Plan as previously in effect.

      B.  Purpose . The primary purpose of the Plan is to provide supplemental retirement income to selected executives of the Company and its affiliated companies.

      C.  Type of Plan . The Plan constitutes an unfunded, nonqualified deferred compensation plan that benefits certain designated employees who are within a select group of key management or highly compensated employees. It is intended that this Plan comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended.

STATEMENT OF AGREEMENT

     To amend and restate the Plan with the purposes and goals as hereinabove described, the Company hereby sets forth the terms and provisions as follows:

AFLAC INCORPORATED
SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN

TABLE OF CONTENTS

ARTICLE 1
DEFINITIONS

     For purposes of the Plan, the following terms, when used with an initial capital letter, shall have the meaning set forth below unless a different meaning plainly is required by the context.

      1.1 Actuarial Equivalent means an amount of equivalent value determined by applying the Unisex Pension 1984 Mortality Table and a 7% rate of interest; provided, consistent with the terms of Section 8.1, the Administrative Committee may, in its sole discretion from time to time, modify this rate of interest.

      1.2 Administrative Committee means the committee designated by the Compensation Committee to act on behalf of the Company to administer the Plan. If at any time the Compensation Committee has not designated an Administrative Committee, the Compensation Committee shall serve as the Administrative Committee. Subject to the limitation in Section 7.1 relating to decisions which affect solely their own benefits under the Plan, individuals who are management level employees and/or Participants may serve as members of the Administrative Committee. The Administrative Committee shall act on behalf of the Company to administer the Plan, all as provided in Article 7.

      1.3 Affiliate means (i) with respect to the Company or any other participating employer under the Plan, any corporation or other entity that is required to be aggregated with such entity under Code Sections 414(b) or (c), and (ii) except as used in Sections 4.3 or 4.5, any other entity in which the Company has an ownership interest and which the Company designates as an Affiliate for purposes of the Plan. Notwithstanding the foregoing, for purposes of determining whether a Separation from Service has occurred, the term “Affiliate” shall include the Participant’s employer and all entities that would be treated as a single employer with the employer under Code Section 414(b) or (c), but substituting “at least 50 percent” instead of “at least 80 percent” each place it appears in applying such rules.

      1.4 Annual Compensation means the amount actually paid to a Participant for services performed as an employee (but not as a consultant) during a relevant calendar year as wages, salaries for professional services, and cash bonuses. Annual Compensation for a relevant calendar year shall also include compensation (i) contributed by the Company on behalf of a Participant pursuant to a salary reduction agreement which is not includable in the gross income of the Participant under Code Sections 125, 402(a)(8) or 402(h), or (ii) deferred by the Company on behalf of a Participant pursuant to a salary reduction agreement under the Aflac Incorporated Executive Deferred Compensation Plan.

      1.5 Annual Retirement Benefit means the annual amount payable to a retired Participant as determined pursuant to the terms of Article 3.

      1.6 Average Annual Compensation means, for each Participant, the average of his Annual Compensation for the 3-consecutive-calendar-year period in the final 10-consecutive-calendar-year period of employment with the Company and its Affiliates that yields the highest average. For purposes hereof, the Participant’s Annual Compensation for the calendar year in which

the Participant terminates employment with the Company and all of its Affiliates shall be taken into account only if such termination occurs as of December 31 of such year.

      1.7 Benefit Commencement Date means, with respect to a Participant or Surviving Spouse, (i) in the case of installment or annuity payments, the first day of the first period for which payment of a benefit under the Plan is scheduled to commence, or (ii) in the case of a payment in the form of a lump sum, the date of payment.

      1.8 Board means the Board of Directors of the Company.

      1.9 Cause means, in connection with a Participant’s termination of employment and/or removal from participation in the Plan (whether by action of his employer or the Compensation Committee, or by the Participant’s resignation for other than Good Reason in anticipation of such action for Cause to terminate his employment or participation), (i) the continued failure by the Participant to substantially perform the Participant’s duties with the Company or an Affiliate of the Company (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness or any such actual or anticipated failure after a Participant gives a notice of termination of employment for Good Reason) after a written demand for substantial performance is delivered to the Participant by the Board, which demand specifically identifies the manner in which the Board believes that the Participant has not substantially performed the Participant’s duties; (ii) the engaging by the Participant in conduct that is demonstrably and materially injurious to the Company or its subsidiaries, monetarily or otherwise; or (iii) the Participant’s conviction of, or plea of guilty or no contest to, a felony or crime involving moral turpitude. Notwithstanding the foregoing, a termination for Cause shall not be deemed to have occurred under clause (i) or (ii) unless and until there shall have been delivered to the Participant a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to the Participant and an opportunity for him, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Participant engaged in conduct set forth above and specifying the particulars thereof in detail.

      1.10 Change in Control means any of the events specified in (a), (b), (c) or (d) below, subject to the rules described in subsection (e) below:

          (a) Any one person, or more than one person acting as a group (as described below), acquires ownership of stock of the Company that, together with stock held by such person or group constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Company. However, if any one person, or more than one person acting as a group, is considered to own more than 50 percent of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons is not considered to cause a Change in Control. An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the Company acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this subsection. This subsection applies only when there is a transfer of stock of the Company (or issuance of stock of the Company) and stock in the Company remains outstanding after the transaction.

          (b) Any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 30 percent or more of the total voting power of the stock of the Company. However, if any one person, or more than one person acting as a group, is considered to own more than 50 percent of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons is not considered to cause a Change in Control.

          (c) A majority of members of the Company’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s board of directors before the date of the appointment or election.

          (d) Any one person, or more than one person acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

          (i) There is no Change in Control under this subsection (d) when there is a transfer to an entity that is controlled by the shareholders of the Company immediately after the transfer, as provided in this subsection. A transfer of assets by the Company is not treated as a change in the ownership of such assets if the assets are transferred to:

          (A) A shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock;

          (B) An entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the Company;

          (C) A person, or more than one person acting as a group, that owns, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of the Company; or

          (D) An entity, at least 50 percent of the total value or voting power of which is owned, directly or indirectly, by a person described in subsection (C) above.

          (ii) For purposes of this subsection (d) and except as otherwise provided in Treasury Regulations, a person’s status is determined immediately after the transfer of the assets. For example, a transfer to a company in which the Company has no ownership interest before the transaction, but that is a majority-owned subsidiary of the Company after the transaction, is not treated as a Change in Control.

          (e) Additional Rules .

          (i) Persons Acting as a Group . Persons will not be considered to be acting as a group solely because they purchase assets of the same corporation at the same time with respect to subsection (d), or solely because they purchase or own stock of the same corporation at the same time with respect to subsections (a), (b) and (c). However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of assets (with respect to subsection (d)) or stock (with respect to subsections (a), (b) and (c)), or similar business transaction with the Company. If a person, including an entity shareholder, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of assets (with respect to subsection (d)) or stock (with respect to subsections (a), (b) and (c)), or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only to the extent of the ownership in that corporation before the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

          (ii) Attribution of Stock Ownership . For purposes of this section, Code Section 318(a) applies to determine stock ownership. Stock underlying a vested option is considered owned by the individual who holds the vested option (and the stock underlying an unvested option is not considered owned by the individual who holds the unvested option). For purposes of the preceding sentence, however, if a vested option is exercisable for stock that is not substantially vested (as defined by Treasury Regulations Section 1.83-3(b) and (j)), the stock underlying the option is not treated as owned by the individual who holds the option.

          (iii) Acquisition of Additional Control . If any one person, or more than one person acting as a group, is considered to effectively control the Company (as determined under subsections (b) and (c)), the acquisition of additional control of the Company by the same person or persons is not considered to cause a Change in Control under subsections (a), (b) or (c).

      1.11 Code means the Internal Revenue Code of 1986, as amended.

      1.12 Company means Aflac Incorporated, a Georgia corporation with its principal place of business in Columbus, Georgia.

      1.13 Compensation Committee means the Compensation Committee of the Board.

      1.14 Confidential Information means (i) all Trade Secrets; and (ii) any other information that is material to the Company and not generally available to the public, including, without limitation, information concerning the Company’s methods and plans of operation, production processes, marketing and sales strategies, research and development, know-how, computer programming, style and design technology and plans, non-published product specifications, patent applications, product and raw material costs, pricing strategies, business plans, financial data, personnel records, suppliers and customers (whether or not such information constitutes a Trade Secret).

      1.15 Delayed Early Retirement Date means (i) for a Participant whose Participation Date occurred before August 11, 1992, the date the Participant attains age 60; and (ii) for a Participant whose Participation Date occurred on or after August 11, 1992, the latest of (A) the date the Participant attains age 60, (B) the date the Participant completes 15 Years of Employment, or (C) the date the Participant completes 5 consecutive Years of Participation (that is, for a Participant who has continuously been an active Participant in the Plan since his Participation Date, the 5th anniversary of such date).

      1.16 Disability or Disabled means that a Participant is, in the opinion of the Compensation Committee, wholly prevented from performing the duties assigned to such Participant by the Company or Affiliate employing such Participant, by reason of a medically determinable physical or mental impairment which can be expected to result in death or to be of long-continued and indefinite duration. In making such determination, the Compensation Committee, in its sole discretion, may require such medical proof as it deems necessary, including the certificate of one or more licensed physicians selected by the Compensation Committee. The decision of the Compensation Committee as to Disability shall be final and binding.

      1.17 Early Retirement Date means (i) for a Participant whose Participation Date occurred before August 11, 1992, the date the Participant attains age 55; and (ii) for a Participant whose Participation Date occurred on or after August 11, 1992, the latest of (A) the date the Participant attains age 55, (B) the date the Participant completes 15 Years of Employment, or (C) the date the Participant completes 5 consecutive Years of Participation (that is, for a Participant who has continuously been an active Participant in the Plan since his Participation Date, the 5th anniversary of such date).

      1.18 Effective Date means January 1, 2009, the date as of which this restatement shall be effective. The Plan was initially effective on October 1, 1989.

      1.19 Eligible Employee means an Employee who is a member of a select group of highly compensated or key management employees of the Company or an Affiliate.

      1.20 Employment Date means, with respect to an Eligible Employee, the date his employment with the Company or an Affiliate first commenced (whether or not he was an Eligible Employee on such date); provided, if an individual ceases to be an employee of the Company and all Affiliates for any reason and subsequently is reemployed by the Company and/or an Affiliate, his Employment Date shall be the date his employment recommences (unless the Compensation Committee designates an earlier date).

      1.21 ERISA means the Employee Retirement Income Security Act of 1974, as amended.

      1.22 FICA Tax shall mean the Federal Insurance Contributions Act tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2).

      1.23 Final Base Pay means the highest annual base salary (excluding bonuses) paid to a Participant during any of the 3 calendar years immediately preceding the calendar year in which the Participant terminates employment with the Company and all of its Affiliates.

      1.24 Good Reason means the occurrence after a Change in Control of any of the following circumstances, unless the Participant expressly consents to such circumstance in writing or, in the case of a circumstance described in subsection (a), (e) or (f) hereof, such circumstance is fully corrected prior to the date the Participant terminates employment:

          (a) The assignment to the Participant of any duties inconsistent with the position he held in the Company (or any subsidiary or Affiliate of the Company) immediately prior to the Change in Control, or a significant adverse alteration in the nature or status of his responsibilities from those in effect immediately prior to such change;

          (b) A reduction by the Company and all Affiliates in the Participant’s annual base salary, or a reduction by the Company and all Affiliates in the Participant’s total compensation, as in effect immediately prior to the Change in Control or as the same may be increased from time to time;

          (c) The relocation of the Company’s principal executive offices to a location outside the Columbus, Georgia Metropolitan Area (or, if different, the metropolitan area in which such offices are located immediately prior to the Change in Control), or the Company’s requiring the Participant to be based anywhere other than the Company’s principal executive offices except for required travel on the Company’s business to an extent substantially consistent with the Participant’s business travel obligations immediately prior to the Change in Control;

          (d) The failure by the Company and all Affiliates to pay to the Participant any portion of his current compensation within 7 days of the date such compensation is due;

          (e) The failure by the Company and all Affiliates to continue in effect any compensation plan in which the Participant participates immediately prior to the Change in Control and which is material to the Participant’s total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan; or the failure by the Company and all Affiliates to continue the Participant’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of the Participant’s participation relative to other participants, as existed at the time of the Change in Control; or

          (f) The failure by the Company and all Affiliates to continue to provide the Participant with benefits substantially similar to those enjoyed by him under any of the Company’s life insurance, medical, health and accident, or disability plans in which he was participating at the time of the Change in Control; the taking of any action by the Company or an Affiliate which would directly or indirectly materially reduce any of such benefits or deprive the Participant of any material fringe benefit enjoyed by him at the time of the Change in Control; or the failure by the Company and all Affiliates to provide the Participant with the number of paid vacation days to which he is entitled on the basis of years of service with the Company and all Affiliates in accordance with the Company’s or Affiliate’s normal vacation policy in effect at the time of the Change in Control.

A Participant’s right to terminate his employment for Good Reason shall not be affected by the Participant’s incapacity due to physical or mental illness. The Participant’s continued employment

shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.

      1.25 Grandfathered Participant means a Participant who was an active Participant in the Plan on December 31, 1997.

      1.26 Joint Annuitant means the individual entitled to receive survivor benefits upon the death of a Participant whose benefits are payable in the form of a Joint and Survivor Annuity.

      1.27 Joint and 50%, 75% or 100% Survivor Annuity means the Actuarial Equivalent of a Participant’s Single Life Annuity, payable monthly during the Participant’s lifetime (commencing as of his Benefit Commencement Date and ending with the payment due as of the first day of the month during which the Participant dies), with 50%, 75% or 100%, respectively, of such monthly benefit amount continuing after his death (beginning as of the first day of the month following the month in which he dies) to his Joint Annuitant (if the Joint Annuitant survives the Participant) for such Joint Annuitant’s remaining lifetime. Payments shall cease after the payment due on the first day of the month coinciding with or immediately preceding the later of the Participant’s death or his Joint Annuitant’s death.

      1.28 Key Employee means a Participant who meets the requirements to be considered a “specified employee” as defined in Code Section 409A as of: (i) for a Participant who Separates from Service on or after the first day of a calendar year and before the first day of the fourth month of such calendar year, the December 31 of the second calendar year preceding the calendar year in which such Participant Separates from Service; or (ii) for any other Participant, the preceding December 31. For purposes of identifying Key Employees, the Participant’s compensation shall mean all of the items listed in Treasury Regulations Section 1.415(c)-2(b), and excluding all of the items listed in Treasury Regulations Section 1.415(c)-2(c).

      1.29 Normal Retirement Date means (i) for a Participant whose Participation Date occurred before August 11, 1992, the date the Participant attains age 65; and (ii) for a Participant whose Participation Date occurred on or after August 11, 1992, the latest of (A) the date the Participant attains age 65, (B) the date the Participant completes 15 Years of Employment, or (C) the date the Participant completes 5 consecutive Years of Participation (that is, for a Participant who has continuously been an active Participant in the Plan since his Participation Date, the 5th anniversary of such date).

      1.30 Participant means an active Participant or retired Participant who has a benefit payable under the Plan.

      1.31 Participation Date means, with respect to each Eligible Employee who is designated as a Participant, the date his participation in the Plan commences (see Section 2.1); provided, if an Eligible Employee ceases to be an active Participant for any reason and subsequently is again designated as a Participant, his Participation Date shall be the date his active participation recommences (unless the Compensation Committee designates an earlier date).

      1.32 Pension Plan means the Aflac Incorporated Pension Plan, a defined benefit plan qualified under Code Section 401(a), as such plan may be amended from time to time.

      1.33 Pension Plan Benefit means the Actuarial Equivalent of a Participant’s accrued benefit under the Pension Plan, calculated as if that benefit was payable annually for the life of the Participant commencing on the Participant’s Benefit Commencement Date.

      1.34 Plan means the Aflac Incorporated Supplemental Executive Retirement Plan, as contained herein and all amendments hereto. The Plan is intended to be an unfunded, nonqualified deferred compensation plan covering certain designated employees who are within a select group of key management or highly compensated employees.

      1.35 Qualifying Termination means a Participant’s termination of employment with the Company and all Affiliates following a Change in Control, unless such termination of employment is (i) because of the Participant’s death or Disability, (ii) by the Company or an Affiliate for Cause, or (iii) by the Participant other than for Good Reason.

      1.36 Separate from Service or Separation from Service shall mean that a Participant Separates from Service with his employer that participates in this Plan and its Affiliates as defined in Code Section 409A and guidance issued thereunder. Generally, a Participant Separates from Service if the Participant dies, retires, or otherwise has a termination of employment with all Affiliates, determined in accordance with the following:

           (a) Leaves of Absence . The employment relationship is treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed 6 months, or, if longer, so long as the Participant retains a right to reemployment with an Affiliate under an applicable statute or by contract. A leave of absence constitutes a bona fide leave of absence only while there is a reasonable expectation that the Participant will return to perform services for an Affiliate. If the period of leave exceeds 6 months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such 6-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 6 months, where such impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29-month period of absence shall be substituted for such 6-month period.

           (b) Status Change . Generally, if a Participant performs services both as an employee and an independent contractor, such Participant must Separate from Service both as an employee, and as an independent contractor pursuant to standards set forth in Treasury Regulations, to be treated as having a Separation from Service. However, if a Participant provides services to Affiliates as an employee and as a member of the Board of Directors, the services provided as a director are not taken into account in determining whether the Participant has a Separation from Service as an employee for purposes of this Plan.

           (c) Termination of Employment . Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the Company and the Participant reasonably anticipate that (i) no further services will be performed after a certain date, or (ii) the level of bona fide services the Participant will perform after such date (whether as an

employee or as an independent contractor) will permanently decrease to no more than 50 percent of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to all Affiliates if the Participant has been providing services to all Affiliates less than 36 months). Facts and circumstances to be considered in making this determination include, but are not limited to, whether the Participant continues to be treated as an employee for other purposes (such as continuation of salary and participation in employee benefit programs), whether similarly situated service providers have been treated consistently, and whether the Participant is permitted, and realistically available, to perform services for other service recipients in the same line of business. For periods during which a Participant is on a paid bona fide leave of absence and has not otherwise terminated employment as described in subsection (a) above, for purposes of this subsection the Participant is treated as providing bona fide services at a level equal to the level of services that the Participant would have been required to perform to receive the compensation paid with respect to such leave of absence. Periods during which a Participant is on an unpaid bona fide leave of absence and has not otherwise terminated employment are disregarded for purposes of this subsection (including for purposes of determining the applicable 36-month (or shorter) period).

      1.37 Single Life Annuity means the Actuarial Equivalent of a Participant’s benefit payable monthly during the Participant’s lifetime, commencing as of his Benefit Commencement Date and ending after the payment due on the first day of the month coinciding with or immediately preceding the date of his death.

      1.38 Surviving Spouse means, with respect to a Participant, the person who is treated as married to such Par