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THIRD
AMENDMENT
TO THE
AFLAC INCORPORATED 2004 LONG-TERM INCENTIVE PLAN
THIS THIRD AMENDMENT to the AFLAC Incorporated 2004
Long-Term Incentive Plan (the “Plan”) is made on this
19th day of December, 2008, by Aflac Incorporated (the
“Company”).
WHEREAS , the Company maintains the Plan to provide
long-term incentives to its eligible officers and other employees,
and to its nonemployee directors and consultants; and
WHEREAS , Section 19 of the Plan authorizes the Board
of Directors of the Company to amend the Plan; and
WHEREAS , the Company desires to amend the Plan to comply
with the requirements of Section 409A of the Internal Revenue
Code of 1986, as amended, and all applicable regulations and
guidance issued thereunder (“Section 409A”);
and
WHEREAS , this Third Amendment is intended to comply with
the requirements of Section 409A and is to be construed in
accordance with the terms of Section 409A;
NOW, THEREFORE , the Plan is hereby amended as follows,
effective as of January 1, 2009:
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1.
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The definition of “Change in Control” in Section 2
shall be amended by adding the following at the end
thereof:
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Notwithstanding the foregoing provisions of this definition,
“Change in Control” with respect to any Award shall
mean a Change in Control as defined in the Agreement relating to
such Award if different from the foregoing.
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2.
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The definition of “Disability” in Section 2 shall
be amended to read as follows:
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“Disability” shall mean (i) any physical or mental
condition that would qualify a Participant for a disability benefit
under any long-term disability plan maintained by the Company (or
by any Affiliate by which he is employed); or (ii) when used
in connection with the exercise of an Incentive Stock Option
following termination of employment, disability within the meaning
of Section 22(e)(3) of the Code. Notwithstanding the foregoing
provisions of this definition, “Disability” with
respect to any Award shall mean a Disability as defined in the
Agreement relating to such Award if different from the
foregoing.
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3.
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The definition of “Fair Market Value” in Section 2
shall be amended by adding the following at the end
thereof:
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Notwithstanding the foregoing provisions of this definition, to the
extent necessary to comply with Section 409A in order to avoid
the imposition of penalties or interest in respect thereof, Fair
Market Value shall be determined in a manner consistent with
Section 409A.
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4.
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Section 2 shall be amended to add the following definitions
thereto:
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“Section 409A” shall mean Section 409A of the
Code and all applicable regulations and guidance issued
thereunder.
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“Separation from Service” or “Separate from
Service” shall mean a separation from service as defined in
Section 409A.
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5.
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Section 3(c) shall be amended by adding the following at the
end thereof:
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Notwithstanding the foregoing, any actions taken under this Section
3(c) shall be made in a manner consistent with Section 409A,
including without limitation any restrictions with regard to the
adjustment of stock options and stock appreciation rights that are
considered exempt from Section 409A.
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6.
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Section 3(d) shall be amended by a
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