AMENDMENT
TO THE
AMERICAN FAMILY CORPORATION
RETIREMENT PLAN FOR SENIOR OFFICERS
This
Amendment (this “Amendment”) to the American Family
Corporation Retirement Plan for Senior Officers (the
“Plan”) hereby is amended effective January 1,
2009, by Aflac Incorporated, the current sponsor of the Plan
(“Aflac”).
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A.
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Type of Plan.
Aflac sponsors the Plan, a nonqualified plan providing deferred
retirement benefits for certain specified senior
officers.
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B.
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New Legal Requirements.
Section 409A of the Internal Revenue Code of 1986, as amended
(“Section 409A”), requires that all nonqualified
plans providing deferred compensation (such as the Plan) be amended
no later than December 31, 2008 (with a January 1, 2009
effective date), to comply with the requirements of
Section 409A.
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C.
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Purpose.
The purpose of this Amendment is to bring the Plan into compliance
with the requirements of Section 409A.
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Effective
as of January 1, 2009, the Plan hereby is amended as
follows:
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1.
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Section I of the Plan hereby is amended by adding thereto,
immediately following the language therein, the
following:
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No
additional Participants (other than those listed in this
Section 1 and those designated as Participants prior to
January 1, 2008) will be added to the Plan.
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2.
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Section IV.A of the Plan hereby is amended by replacing the
colon at the end of the third sentence thereof with a period, and
by adding to said section, immediately following the third sentence
thereof, the following:
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Notwithstanding
any statement in this section to the contrary, for a Participant
retiring after December 31, 2004, (i) such payments of
his full compensation shall be made in substantially equal
installments during the one-year period beginning upon the date of
the Participant’s Separation from Service (as defined below),
and (ii) such installment payments shall commence upon his
Separation from Service and shall be paid monthly upon the first
day of each month; provided, the installments otherwise payable
hereunder during the six (6)-month period immediately following the
Participant’s Separation from Service shall be delayed until
six (6) months after the date of the Participant’s
Separation from Service, and any
payments
that would otherwise be payable during such six (6)-month period
shall be accumulated without interest and paid in a lump sum upon
the six (6)-month anniversary of the date of the
Participant’s Separation from Service.
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3.
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Section IV.A(1) of the Plan hereby is amended by adding to
said section, immediately following the language therein, the
following:
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Notwithstanding
any statement in this subsection A(1) to the contrary,
(i) such payments of sixty (60) percent of his total
compensation shall be made in substantially equal installments
commencing upon the one-year anniversary of his Separation from
Service (or, for a Participant who retired before December 31,
2004, his retirement) and shall be paid monthly upon the first day
of each month; and (ii) for clarification purposes,
“total compensation” shall mean the total of the
amounts of the Participant’s base salary and annual bonus
award.
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4.
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Section IV.A(2) of the Plan hereby is amended by deleting said
section in its entirety and by replacing it with the
following:
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2.
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FULL RETIREMENT WITH SURVIVING SPOUSE BENEFIT
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In
lieu of the single life annuity form of payment provided in
subsection A(1) hereof, through the written election of the
Participant filed by the Participant with the Company on or before
the date of his Separation from Service (or, for a Participant who
retired before December 31, 2004, his retirement), the
Participant may elect to receive a joint and survivor annuity form
of payment with (i) payments of fifty-four (54) percent
of his total compensation (as measured in subsection A(1) hereof)
commencing upon the one-year anniversary of his Separation from
Service (or, for a Participant who retired before December 31,
2004, his retirement). Such amount shall be paid in substantially
equal monthly installments upon the first day of each month through
the end of the calendar month in which his death occurs; and
(ii) commencing in the calendar month following the calendar
month in which the Participant’s death occurs after his
Separation from Service (or, for a Participant who retired before
December 31, 2004, his retirement), substantially equal
monthly installment payments paid upon the first day of each month
to the Participant’s surviving spouse equal to one-half (1/2)
of the amount that the Participant would have received as
retirement income had he survived, with such monthly installments
being paid for the lifetime of the surviving spouse, terminating at
the end of the calendar month in which the surviving spouse’s
death occurs; provided, if the spouse of a Participant who retired
before December 31, 2004, has not attained age 55 as of the
Participant’s date of death, the spousal lifetime survivor
annuity will terminate at the end of the month in which the spouse
dies or has received the 240 th
monthly
survivor annuity payments, whichever occurs first. For a
Participant who retires after December 31, 2004, this joint
and survivor annuity form of payment shall be available to a
Participant only to the extent that, for purposes of Section 409A,
it is determined
to be
actuarially equivalent to the single life annuity form of payment
in subsection A(1) hereof; provided, in the event this joint and
survivor annuity form of payment is not actuarially equivalent for
purposes of Section 409A for such a Participant, the Company
may offer (in writing) the Participant a joint and fifty
(50) percent survivor annuity that is actuarially equivalent
for these purposes.
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5.
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Section IV.B of the Plan hereby is amended by adding thereto,
immediately following the language therein, the
following:
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For
Participants who retire after December 31, 2004, with a
retirement benefit subject to Section 409A, the percentage
increase of the cost-of-living increase applied to determine the
amount of the benefit payments payable in any calendar year may not
exceed the percentage increase in a cost-of-living index (described
hereinbelow) for a 12-month period ending in the calendar year
immediately preceding the calendar year in which the increased
benefit amounts will be paid. For this purpose, a
“cost-of-living index” includes any consumer price
index that is based on prices of all items (or all items excluding
food and energy) and issued by the Bureau of Labor Statistics,
including an index f
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