FIRST AMENDMENT TO THE AFLAC INCORPORATED EXECUTIVE DEFERRED COMPENSATION PLAN (as amended and restated effective January 1, 2009)

Aflac Incorporated 2nd Quarter 2009 Form 10-Q

EXHIBIT 10.4

FIRST AMENDMENT TO THE
AFLAC INCORPORATED EXECUTIVE DEFERRED COMPENSATION PLAN
(as amended and restated effective January 1, 2009)

      THIS FIRST AMENDMENT to the Aflac Incorporated Executive Deferred Compensation Plan (the “Plan”) is made effective as of June 1, 2009, by the Administrative Committee of the Plan (the “Administrative Committee”).

WITNESSETH:

      WHEREAS , Aflac Incorporated has previously established the Plan for the benefit of its eligible employees and their beneficiaries; and

      WHEREAS , pursuant to Section 10.1 of the Plan, the Administrative Committee is authorized to amend the Plan; and

      WHEREAS, Section 4.1 of the Plan allows the Investment Committee of the Plan to change, add or remove the investment funds available under the EDCP, on a prospective basis, at any time and in any manner it deems appropriate;

      WHEREAS , the Inves