AFLAC INC, DEF 14A, 1994-03-14

AFLAC INC
DEF 14A, 1994-03-14
ACCIDENT & HEALTH INSURANCE

Previous: ALZA CORP, DEF 14A, 1994-03-14

Next: ARMSTRONG WORLD INDUSTRIES INC, DEF 14A, 1994-03-14

NOTICE AND PROXY STATEMENT

AFLAC INCORPORATED
Worldwide Headquarters
1932 Wynnton Road
Columbus, Georgia 31999

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on Monday, April 25, 1994

The Annual Meeting of Shareholders of AFLAC Incorporated (the "Company")
will be held on Monday, April 25, 1994, at 10:00 a.m., at the Columbus
Museum (in the Patrick Theater), 1251 Wynnton Road, Columbus, Georgia, for
the following purposes, all of which are described in the accompanying
proxy statement:

1. To elect twenty Directors of the Company to serve until the next Annual
Meeting and until their successors are duly elected and qualified;

2. To consider and adopt amendments to the Company's Stock Option Plan
(1985);

3. To consider and adopt the Management Incentive Plan (in effect since
1985) to comply with the Omnibus Budget Reconciliation Act of 1993;

4. To consider and act upon the ratification of the appointment of KPMG
Peat Marwick as independent auditors of the Company for the year ending
December 31, 1994; and

5. To transact such other business as may properly come before the
meeting or any adjournment thereof.

The accompanying proxy is solicited by the Board of Directors of the
Company. The proxy statement and the Company's Annual Report for the year
ended December 31, 1993, are enclosed.

The record date for the determination of shareholders entitled to vote
at the meeting is February 18, 1994, and only shareholders of record at
the close of business on that date will be entitled to vote at this
meeting, and any adjournment thereof.

YOUR VOTE IS IMPORTANT! WHETHER OR NOT YOU EXPECT TO BE PRESENT
AT THE MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED
PROXY PROMPTLY IN THE ENCLOSED PREPAID ENVELOPE SO THAT WE MAY BE
ASSURED OF A QUORUM TO TRANSACT BUSINESS. IF YOU ATTEND THE
MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON.

By order of the Board of Directors,

Columbus, Georgia Joey M. Loudermilk
March 10, 1994 Secretary
<PAGE>
AFLAC INCORPORATED

PROXY STATEMENT

FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MONDAY, April 25, 1994

SOLICITATION AND REVOCATION OF PROXY

This proxy statement is furnished to shareholders in connection with the
solicitation of proxies by the Board of Directors of AFLAC Incorporated
(the "Company") for use at the Annual Meeting of Shareholders to be held
on Monday, April 25, 1994, and any adjournment thereof, for the purposes
set forth in the accompanying Notice of Annual Meeting of Shareholders and
described in detail herein. The meeting will be held at 10:00 a.m., at
the Columbus Museum (in the Patrick Theater), 1251 Wynnton Road, Columbus,
Georgia.

All properly executed proxies will be voted in accordance with the
instructions contained thereon, and if no choice is specified, the proxies
will be voted for the election of all nominees named elsewhere in this
proxy statement, in favor of the amendments to the Company's Stock Option
Plan (1985) (the "1985 Plan") and for approval of the Company's Management
Incentive Plan (the "Management Incentive Plan"), both as described
herein, and for the appointment of KPMG Peat Marwick as independent
auditors. Any proxy may be revoked by the shareholder at any time before
it is exercised by giving written notice to that effect to the Secretary
of the Company or by signing a later-dated proxy. Shareholders who attend
the meeting may revoke any proxy previously granted and vote in person.

This proxy statement and the accompanying proxy are being mailed to the
shareholders on or about March 14, 1994.

DESCRIPTION OF VOTING RIGHTS

In accordance with the Company's Articles of Incorporation, shares of
the Company's Common Stock, par value $.10 per share (the "Common Stock"),
are entitled to one vote per share until they have been held by the same
beneficial owner for a continuous period of greater than 48 months prior
to the record date of the meeting, at which time they become entitled to
ten votes per share. Any transferee of a share of Common Stock where such
share was transferred to the transferee by gift, devise or bequest or
otherwise through the laws of inheritance, descent or distribution from
the estate of the transferor, or by distribution to a beneficiary of
shares held in trust for such beneficiary, is deemed to be the same
beneficial owner as the transferor. Shares acquired as a direct result of
a stock split, stock dividend or other distribution with respect to
existing shares ("dividend shares") are deemed to have been acquired and
held continuously from the date on which the shares with regard to which
the issued dividend shares were acquired. Shares of Common Stock acquired
pursuant to the exercise of a stock option are deemed to have been
acquired on the date the option was granted.

<PAGE>

Shares of Common Stock held in "street" or "nominee" name are presumed
to have been held for less than 48 months and are entitled to one vote per
share unless this presumption is rebutted by providing evidence to the
contrary to the Board of Directors of the Company. Shareholders desiring
to rebut this presumption should complete and execute the affidavit
appearing on the reverse side of their proxy. The Board of Directors
reserves the right to require evidence to support the affidavit.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Holders of record of Common Stock at the close of business on February
18, 1994, will be entitled to vote at the meeting. At that date, the
number of outstanding shares of Common Stock entitled to vote was
103,232,957. According to the Company's records, this represents the
following voting rights:

82,172,191 Shares @ 1 Vote Per Share = 82,172,191 Votes
21,060,766 Shares @ 10 Votes Per Share = 210,607,660 Votes
103,232,957 Shares Total 292,779,851 Votes

Shareholders with one vote per share shown above can rebut the
presumption that they are entitled to only one vote as outlined in
"Description of Voting Rights" above. If all of the outstanding shares
were entitled to ten votes per share, the total votes available would be
1,032,329,570. However, for the purposes of this Proxy Statement, it is
assumed that the total votes available to be cast at the meeting will be
292,779,851.

The holders of a majority of the voting rights entitled to vote at the
meeting, present in person or represented by proxy, shall constitute a
quorum for the transaction of such business as shall come before the
meeting. Directors are elected by an affirmative vote of a plurality of
voting rights cast. Approval of the amendments to the 1985 Plan described
herein (the "1985 Plan Amendments"), the Management Incentive Plan and all
other matters to be considered at the meeting requires the affirmative
vote of holders of a majority of the voting rights present in person or
represented by proxy at the meeting. In the case of the election of
directors, under applicable Georgia law, in tabulating the vote, votes
withheld will be disregarded and will have no effect on the outcome of the
vote. In all matters, other than the election of the Directors,
abstentions will be counted and have the same effect as a vote against the
proposal.

<PAGE>
No person, as of February 18, 1994, was the owner of record, or to the
knowledge of the Company, beneficially owned 5% or more of the outstanding
shares of Common Stock or of the available votes of the Company other than
as shown below:
<TABLE>
<CAPTION>
Name and Amount of Percent
Address of Title of Class Beneficial Ownership Percent of
Beneficial ________________ ____________________ of Available
Owner Common Stock Shares Votes Class Votes
__________ ________________ _________ _________ _______ _________
<S> <C> <C> <C> <C> <C>
Oppenheimer 1 Vote Per Share 9,898,226 9,898,226 9.6% 3.4%
Group, Inc.*
Oppenheimer
Tower
World Trade
Center
New York, NY
10281
<FN>
(*) This information is derived from Amendment No. 5 to Schedule 13G,
dated February 1, 1994, filed with the Securities and Exchange Commission
by Oppenheimer Group, Inc. Oppenheimer Group, Inc. filed the Schedule 13G
as a parent holding company on behalf of itself, Oppenheimer & Co., LP
(its parent company), certain of its subsidiaries and certain investment
advisory clients and discretionary accounts of such subsidiaries.
Oppenheimer Group, Inc. and Oppenheimer & Co., LP disclaim beneficial
ownership of the shares listed above.
</TABLE>

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth, as of February 18, 1994, the number of
shares and percentage of outstanding Common Stock beneficially owned by
certain of the executive officers named in the "Summary Compensation
Table" below (the "Named Executive Officers"), and Directors and executive
officers as a group. The beneficial ownership of Directors and of the
remaining Named Executive Officers is set forth below in the information
provided for director nominees under the caption "Election of Directors."
The number of shares of Common Stock shown are those deemed "beneficially
owned," as determined under Rule 13d-3 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under such rule, beneficial
ownership includes any shares as to which a person, directly or
indirectly, through any contract, arrangement, understanding, relationship
or otherwise, has sole or shared voting power or investment power, and
also any shares that the person has the right to acquire within 60 days
through the exercise of any option, warrant or right, through conversion
of any security, or pursuant to the automatic termination or power of
revocation of a trust, discretionary account or similar arrangement.

<PAGE>

<TABLE>
Common Stock Beneficially Owned and
Approximate Percentage of Class
As of February 18, 1994
<CAPTION>
Percent Percent
of of
Name Shares(1) Shares Votes(1) Votes
_________________________ _________ _______ ________ _______
<S> <C> <C> <C> <C>
Kriss Cloninger, III
Executive Vice President 37,576 * 37,576 *

Hidefumi Matsui
Executive Vice President
AFLAC Japan Branch 53,287 .1 283,156 .1

All Directors and executive
officers as a group
(39 persons) 6,363,304 6.0 31,935,796 10.7
<FN>
* Percentage not listed if less than .1%

(1) Includes options to purchase shares (and available votes), which are
exercisable within 60 days, for Kriss Cloninger, III, 37,500
(37,500) and Hidefumi Matsui, 48,500 (260,000), and for all Directors
and executive officers as a group, 2,010,136 (6,651,130).
</TABLE>
SOLICITATION OF PROXIES

The cost of soliciting proxies will be paid by the Company. The Company
will make arrangements with brokerage firms, custodians and other
fiduciaries to send proxy materials to their principals, and the Company
will reimburse them for their mailing and related expenses. In addition
to solicitation by mail, certain officers and other employees of the
Company, who will receive no compensation for their services other than
their regular compensation, may solicit proxies by telephone and by
personal contacts. In addition, the Company has retained D. F. King &
Co., Inc., to assist in the solicitation of proxies for a fee of $10,000,
plus reimbursement of reasonable out-of-pocket expenses.

1. ELECTION OF DIRECTORS

The Company proposes that the following twenty individuals be elected to
the Board of Directors of the Company. The persons named in the following
table have been nominated by the Nominating Committee of the Board of
Directors for election as Directors and, if elected, are willing to serve
as such until the next Annual Meeting of Shareholders and until their
successors have been elected and qualified. It is intended that the
persons named in the accompanying proxy, or their substitutes, will vote
for the election of these nominees (unless specifically instructed to the
contrary). However, if any nominee at the time of the election is unable
or unwilling to serve or is otherwise unavailable for election, and in
consequence another nominee is designated, the persons named in the proxy,
or their substitutes, will have discretionary authority to vote or refrain
from voting in accordance with their judgment on such other nominees. The
Board of Directors has no reason to believe that any of the persons
nominated will be unable or unwilling to serve.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION
OF EACH OF THE BELOW-LISTED NOMINEES AS DIRECTORS.
<PAGE>

<TABLE>
The following information is provided with respect to the nominees:
<CAPTION>
Shares of
Common Stock
Beneficially Per- Voting
Owned on cent Rights Percent
Year February 18, of Out- on Feb- of
First 1994 standing ruary 18, Available
Name Principal Occupation (1) Age Elected (2) (3) Shares 1994 (2) Votes
_________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C>
Paul S. Amos Chairman, the Company 67 1956 693,979 .7 4,662,277 1.6
and AFLAC**, since
August 1990; Vice
Chairman, the Company
and AFLAC, until August
1990

Daniel P. Amos Chief Executive Officer, 42 1983 1,711,791 1.6 5,557,635 1.9
the Company and AFLAC,
since August 1990;
President, AFLAC Incor-
porated, since August
1991; President, AFLAC;
Deputy Chief Executive
Officer, the Company,
from June 1988 until
August 1990; Chief
Operating Officer,
AFLAC, until August
1990; Director,
Synovus Financial Corp.,
Columbus, GA

J. Shelby Amos, II Alabama/West Florida 41 1983 247,390 .2 2,210,650 .8
State Sales Coordinator,
AFLAC

Michael H. Armacost Professor, Asia/Pacific 56 (4) 300 * 300 *
Research Center, Stanford
University, Stanford, CA,
since 1993; U.S. Ambassador
to Japan, from 1989 until
1993; Under Secretary of
State for Political Affairs
from 1984 until 1989
<PAGE>

Shares of
Common Stock
Beneficially Per- Voting
Owned on cent of Rights Percent
Year February 18, Out- on Feb- of
First 1994 standing ruary 18, Available
Name Principal Occupation (1) Age Elected (2) (3) Shares 1994 (2) Votes
_________________________________________________________________________________________________________________

M. Delmar Edwards,MD Vice President and Assistant 67 1990 16,351 *<F1> 16,351 *<F1>
to the Chairman, Columbus
Regional Healthcare System,
Inc., Columbus, GA, since
July 1993; Practicing
Physician, Columbus, GA,
until July 1993; Director,
First Union National Bank of
Georgia, Columbus, GA;
Vice Chairman, Morehouse
School of Medicine,
Atlanta, GA, since 1990

George W. Ford, Jr. Chairman of the Board, 70 1986 9,625 * 96,250 *
Progressive Funeral Home,
Columbus GA; Retired
Director, Columbus Bank &
Trust Company, Columbus, GA

Cesar E. Garcia Chairman of the Board, 72 1987 104,750 .1 944,000 .3
OWD Garcia Inc.,
Jacksonville, FL

Joe Frank Harris Chairman of the Board, 58 1991 10,625 * 10,625 *
Harris Georgia Corp.,
Cartersville, GA, since
January 1991; Governor of
the State of Georgia
until January 1991;
Director, Law Companies
Group, Inc.; Director,
Bankhead Enterprises, Inc.

<PAGE>

Elizabeth J. Hudson Executive Producer, 44 1990 14,887 * 14,887 *
NBC Productions,
since February 1993;
Senior Vice President,
Corporate Communications,
NBC Inc., until February
1993; Vice President,
Corporate and Media
Relations, NBC Inc.,
New York, NY, until 1989

Kenneth S.Janke,Sr. President, Chief Executive 59 1989 35,110 * 35,110 *
Officer, National Assoc-
iation of Investors Corp.,
Royal Oak, MI; President
and Director, NAIC
Growth Fund, Royal Oak,
MI, since 1989

Charles B. Knapp President, The University 47 1990 14,750 * 14,750 *
of Georgia, Athens, GA;
Director, Law Companies
Group Inc., Atlanta, GA

Hisao Kobayashi Senior Managing Director, 58 (4) 1,250,000 1.2 1,250,000 .4
The Dai-Ichi Kangyo
Bank, Ltd.,Tokyo, Japan;
Chairman, CIT Group
Holdings Inc.,
Livingston, NJ

Peter D. Morrow President, Fran Mar, Inc. 73 1987 8,000 * 80,000 *
(Textile Sales),
Roaring Gap, NC
<PAGE>

Yoshiki Otake President, AFLAC 54 1986 303,061 .3 1,921,540 .7
Japan Branch;
Vice Chairman, AFLAC
International, Inc.,
since October 1991;
Executive Vice
President, AFLAC, from
January 1991
until October 1991

John M. Pope Retired Owner, 74 1967 144,306 .1 1,443,060 .5
John M. Pope Concrete
Construction Company,
Americus, GA; Director,
Sumter Bank and Trust
Company, Americus, GA

E.Stephen Purdom MD Medical Director, 46 1987 82,758 .1 368,571 .1
Columbus Clinic,
Columbus, GA; Senior
Vice President and Medical
Director, AFLAC; Director,
Trust Company Bank,
Columbus, GA

Jack S. Schiffman President, Jack S. 73 1970 217,112 .2 2,171,120 .7
Schiffman, Inc. (Consul-
tants and Investments),
Columbus, GA; Retired
Director, Synovus Financial
Corp., Columbus, GA

Henry C. Schwob Owner, Schwob Realty 66 1965 322,579 .3 3,074,239 1.0
Company, Columbus, GA;
Director, First Union
National Bank of Georgia,
Columbus, GA
<PAGE>

J. Kyle Spencer President, Spencer 67 1968 326,346 .3 3,263,460 1.1
Investment Company,
Columbus, GA; Director,
First Union National Bank
of Georgia, Columbus, GA;
Retired Chairman of the
Board, Bank South N.A.,
Columbus, GA

Glenn Vaughn, Jr. Retired Chairman of the 64 1990 15,790 * 27,400 *
Board, Columbus Ledger-
Enquirer, Columbus, GA
<FN>

(*) Percentage not listed if less than .1%

(**) American Family Life Assurance Company of Columbus ("AFLAC") is a wholly owned subsidiary of the Company.

(1) Unless specifically noted, the respective Director or nominee has held the occupation for at least five years.

(2) Includes options to purchase shares (and available votes), which are exercisable within 60 days, for Paul S. Amos,
207,464 (207,464); Daniel P. Amos, 751,466 (915,932); J. Shelby Amos, II, 18,750 (187,500); M. Delmar Edwards, 13,750
(13,750); George W. Ford, Jr., 7,125 (71,250); Joe Frank Harris, 8,750 (8,750); Elizabeth J. Hudson, 13,750 (13,750);
Kenneth S. Janke, Sr., 18,750 (18,750); Charles B. Knapp, 13,750 (13,750); Yoshiki Otake, 174,920 (829,598); John M.
Pope, 30,000 (300,000); E. Stephen Purdom, 38,008 (245,071); Jack S. Schiffman, 50,000 (500,000); Henry C. Schwob,
50,000 (500,000); J. Kyle Spencer, 50,000 (500,000); and Glenn Vaughn, Jr., 13,750 (13,750).

Excludes options to purchase shares (and available votes), which will vest and be exercisable upon the re-election of
the following Directors: Joe Frank Harris, 5,000 (5,000); Elizabeth J. Hudson, 5,000 (5,000); Charles B. Knapp, 5,000
(5,000); and Glenn Vaughn, Jr., 5,000 (5,000).

Excludes options to purchase shares granted in 1993 which are subject to shareholder approval of the 1985 Plan
Amendments.

(3) All stock is owned solely and directly by the nominee except as follows:

Paul S. Amos, 71,272 shares owned by spouse; 32,584 shares owned by his minor grandchildren with Mr. Amos as custodian;
194,050 shares owned by trusts with Mr. Amos as trustee; and 750 shares owned by the Paul S. Amos Education Foundation.

Daniel P. Amos, 38,125 shares owned by spouse; 234,894 shares owned by his minor children with Mr. Amos as trustee;
172,924 shares owned by a trust with Mr. Amos as trustee; 875 shares owned by a corporation of which his wife is the
sole shareholder; 32,297 shares owned by Daniel P. and Shannon Amos Foundation, Inc; and 750 shares owned by the Paul
S. Amos Education Foundation.

J. Shelby Amos, II, 82,056 shares owned by his minor children with Mr. Amos as trustee; and 8,143 shares owned by a
corporation of which Mr. Amos is a controlling shareholder.

Cesar E. Garcia, 250 shares owned by spouse; and 104,500 shares owned jointly with son.

Elizabeth J. Hudson, 1,137 shares owned jointly with spouse.

Kenneth S. Janke, Sr., 1,410 shares owned by a trust with Mr. Janke as trustee; 12,450 shares owned by a partnership
of which Mr. Janke is a partner; and 2,500 shares owned by the NAIC Growth Fund of which Mr. Janke is President.

Charles B. Knapp, 1,000 shares owned by spouse.

Hisao Kobayashi, 1,250,000 shares owned by The Dai-Ichi Kangyo Bank, Ltd; Mr. Kobayashi shares the power to vote these
shares.

Peter D. Morrow, 8,000 shares owned by a trust with Mr. Morrow as trustee.

John M. Pope, 605 shares owned by spouse.

E. Stephen Purdom, 3,750 shares owned jointly with spouse; and 500 shares owned by his minor child with Dr. Purdom as
custodian.

Jack S. Schiffman, 37,230 shares owned jointly with spouse; and 500 shares owned by spouse.

Henry C. Schwob, 18,079 shares owned by spouse; and 22,210 shares owned by his children with spouse as custodian.

J. Kyle Spencer, 31,567 shares owned by spouse.

Glenn Vaughn, Jr., 1,415 shares owned jointly with spouse; and 625 shares owned by spouse.

(4) First year nominated.

Daniel P. Amos is the son of Paul S. Amos. J. Shelby Amos, II is the nephew of Paul S. Amos. Daniel P. Amos and J.
Shelby Amos, II are cousins. Kenneth S. Janke, Sr. is the father of Kenneth S. Janke Jr., an executive officer of the
Company. No other family relationship exists among any other executive officers or Directors.
</TABLE>
<PAGE>

BOARD AND COMMITTEE MEETINGS AND OTHER INFORMATION

During 1993, the Board of Directors met six times and all Directors
attended more than 75% of the meetings of the Board and of the Board
Committees on which they served.

THE FOLLOWING DIRECTORS WERE MEMBERS OF THE RESPECTIVE COMMITTEES DURING
THE PAST YEAR:

Audit Compensation Nominating
___________________ __________________ ________________

J. Kyle Spencer John M. Pope Paul S. Amos
George W. Ford, Jr. Cesar E. Garcia Daniel P. Amos
Peter D. Morrow Peter D. Morrow J. Shelby Amos, II
Henry C. Schwob Kenneth S. Janke, Sr.
Charles B. Knapp

The Audit Committee, which met four times during 1993, is charged with
the duties of assuring that proper guidelines are established for the
dissemination of financial information; meeting periodically with, and
reviewing recommendations of, the Company's independent and internal
auditors; meeting periodically with management with respect to the
Company's system of internal controls and accounting systems used by the
Company; determining that no restrictions are placed on the scope of the
examination of the financial statements by the independent auditors;
reviewing consolidated financial statements; and performing any other
duties or functions deemed appropriate by the Board. The Committee also
recommends to the Board of Directors the appointment of the Company's
principal independent auditors. At least annually, the Committee reviews
the services performed and the fees charged by the independent auditors.

The independent auditors have direct access to the Committee and may
discuss any matters which arise in connection with their audits, the
maintenance of internal controls and any other matters relating to the
Company's financial affairs. The Committee may authorize the independent
auditors to investigate any matters which the Committee deems appropriate
and may present its recommendations and conclusions to the Board.

The Nominating Committee met once during 1993 to recommend nominees for
election as Directors at the Annual Meeting of Shareholders. The
Committee will consider, as potential nominees, persons recommended by
shareholders. Recommendations should be submitted to the Nominating
Committee in care of the Secretary of the Company.

Each Director of the Company receives $1,250 per month for service as
such. A Director serving on one or more committees who is not an officer
of the Company receives an additional $600 per month for that service
($200 if an officer). Each Director also receives $2,000 for attendance
at each meeting of the Board of Directors.

During 1993, the following Directors received additional payments as
compensation for special consulting services to individual subsidiaries of
the Company: Mr. Cesar E. Garcia, $12,000, for services to Communicorp,
Inc.; and Mr. Henry C. Schwob, $49,686, for services to AFLAC's Investment
Committee.

Directors who are not also employees of the Company or its subsidiaries
have been granted non-qualified stock options pursuant to the 1985 Plan.
The exercise price for the options is the fair market value of the Common
Stock on the date of grant. In years prior to 1993, aggregate stock
options, ranging from 15,000 to 40,000 per Director, have been granted by
the Directors' Committee, which determined the value of each Director's
continuing service to the Company based on experience gained from the
number of years already served. The stock options granted prior to 1993
vest over a four-year period, contingent upon the shareholders re-electing
the Director to the Board of Directors. Options vest in full upon the
death or disability of the Director. The number of options which will
vest upon each Director's re-election by the shareholders at the April 25,
1994 meeting are set forth in footnote 2 on page 8 of this Proxy
Statement.

Subject to shareholder approval of the 1985 Plan Amendments, the 1985
Plan, as so amended (the "Amended 1985 Plan"), eliminates the current plan
provisions allowing discretionary stock option grants to non-employee
Directors, and provides instead for automatic formula grants to
non-employee Directors, including Advisory Directors. As of August 13,
1993, initial grants of options to purchase 10,000 shares of Common Stock
had been made to the non-employee Directors serving on the Board of
Directors as of that date, consisting of J. Shelby Amos, II, Michael H.
Armacost, John M. Pope, George W. Ford, Jr., Cesar E. Garcia, Joe Frank
Harris, Elizabeth J. Hudson, Kenneth S. Janke, Sr., Charles B. Knapp,
Peter D. Morrow, M. Delmar Edwards, Glenn Vaughn, Jr., Jack S. Schiffman,
Henry C. Schwob, J. Kyle Spencer and Koji Takahashi. Thereafter each new
non-employee Director, including any Advisory Director, will be granted an
option to purchase 10,000 shares of Common Stock as of the earlier of the
date such individual is appointed to the Board or the date of the first
annual meeting of shareholders at which such Director is elected to the
Board. Options granted to each non-employee Director will become
exercisable in cumulative installments of 20% of the shares of Common
Stock covered thereby as of the date of grant, and an additional 20% as of
each of the next four anniversaries of the date of option grant to the
extent the non-employee Director continues to be a Director as of that
date; provided, however, that upon cessation of service by reason of
retirement, a non-employee Director will become immediately vested in all
outstanding options that have not yet expired. The exercise price of all
shares of Common Stock subject to options granted to non-employee
Directors will be 100% of the fair market value of such shares as of the
date of grant.

CERTAIN LITIGATION

On December 1, 1988, a lawsuit purporting to be a shareholders
derivative suit was filed by Susie H. Millsap on behalf of the Company in
the Superior Court of Meriwether County, Georgia, naming as individual
defendants the Company's Board of Directors (the "Action"). Mrs. Millsap
is the daughter of Kenneth M. Henson, a former employee of and counsel for
the Company. The original complaint was subsequently amended to
substitute The Henson Company in place of Mrs. Millsap as plaintiff. The
Company was named a party defendant in the suit but no claim was asserted
against the Company. The Action alleged that the members of the Board of
Directors improperly approved or acquiesced in certain transactions
between the Company and Mr. John B. Amos (the Company's former Chairman
and Chief Executive Officer).

Since the Action purported to be a shareholders derivative suit, any
recovery (except recovery of attorneys' fees and costs of litigation)
would inure to the Company's benefit and not to the plaintiff. The Board
of Directors of the Company appointed a Special Litigation Committee of
independent Directors to inquire into the matters alleged in the Action
and to report its findings.

The Special Litigation Committee issued its final report on March 12,
1990. The report recommended that the Company collect the amount of
$64,600 from Mr. John Amos as additional interest due on a promissory note
executed by Mr. Amos in 1975 when he purchased shares of common stock from
the Company. Mr. Amos paid this amount to the Company in March 1990. The
report also concluded that the allegations made in the lawsuit were
without merit and recommended that no action be brought by or on behalf of
the Company against any officer or Director with regard to such
allegations and that the Company seek dismissal of the lawsuit.

Pursuant to the Company's Motion to Dismiss the Action, the Superior
Court of Meriwether County, Georgia, entered its Order and Judgment on
January 27, 1992, in which the Court dismissed the Action based on its
findings that the Special Litigation Committee and its counsel were
independent, that the Committee's investigation was adequate, and that its
conclusions and recommendations were reasonable and appropriate within the
bounds of the business judgment rule under Georgia law.

This decision was affirmed by the Court of Appeals of Georgia on March
12, 1993. A motion for reconsideration was denied by the Court on March
30, 1993.

On September 10, 1993, the Supreme Court of Georgia denied a motion for
rehearing of the Supreme Court's previous July 15, 1993 denial of a writ
of certiorari filed by the plaintiff with respect to the Court of Appeals
decision.

COMPENSATION REPORT

This report on the compensation policies, components and decisions of
the Company for 1993 with respect to the Company's executive officers is
presented by the Compensation Committee of the Company, which for 1993 was
made up of three members, consisting of Messrs. John M. Pope, Chairman of
the Compensation Committee, Cesar E. Garcia and Peter D. Morrow, all of
whom are outside Directors. The function of the Compensation Committee is
to approve compensation arrangements for executive officers of the Company
who are also members of the Board of Directors, including, among the
executive officers named in the accompanying compensation tables, Messrs.
Daniel P. Amos, Paul S. Amos and Yoshiki Otake, and to make decisions
under the 1985 Plan. The Compensation Committee also determines all
aspects of compensation under the Company's Management Incentive Plan with
respect to all executive officers. Compensation decisions for executive
officers who are not also members of the Board, other than decisions under
the Management Incentive Plan and with respect to stock options, are made
by the Chief Executive Officer, Mr. Daniel P. Amos. The Compensation
Committee met a total of four times over the past fiscal year.

COMPENSATION POLICIES AND GOALS

The Company's goal is to retain, motivate and reward management of the
Company through its compensation policies and awards, while aligning their
interests more closely with that of the Company and its shareholders.
With respect to the retention of management, the Company seeks to attract
and retain the highest caliber of management by offering, in addition to
other intangible non-monetary benefits, total compensation which is
comparable to that offered by its competitors. The Company believes that
it is also important to provide compensation components which accrue to
the benefit of, and provide security to, its management over the long
term, such as pension benefits, to promote the retention of management.
To align the interest of management more closely with that of the Company
and to motivate and reward individual initiative and effort, the Company
seeks to promote performance-based compensation where contribution to the
Company as a whole, as well as the attainment of individual performance
goals, are rewarded. Through the use of performance-based plans that
reward attainment of division or Company goals, the Company seeks to
foster an attitude of teamwork and strengthen a sense of group
affiliation. The Company also believes that the use of equity ownership
is an important tool to ensure that the efforts of management are
consistent with the objectives of its shareholders and through the use of
stock options seeks to promote increased equity ownership by management in
the Company.

COMPENSATION COMPONENTS

At present, the compensation of the executive officers of the Company
consists of a combination of salary, cash bonuses, stock options,
contributions to or accruals for benefit plans, and participation in
various other plans, such as the Company's 401(k) plan, as well as the
provision of medical and other personal benefits typically offered to
executives at large corporations.

SALARIES. In 1993, salaries for executive officers were established
on the basis of a study by Ernst & Young regarding salary levels at
comparable companies for executive officer positions and on the basis of
a general 5% salary increase. With respect to Mr. Daniel P. Amos, his
salary was established in connection with the execution of a new
employment contract with the Company, as further described in "Employment
Contracts and Termination of Employment Arrangements" below. His increase
in salary of 5.5% was based on the recommendation of Ernst & Young, which
provided the Company with a compensation review of twelve comparable
insurance organizations, including their Chief Executive Officer ("CEO")
compensation, and the favorable performance of the Company over the last
year under Mr. Daniel P. Amos' leadership. Based on the Ernst & Young
review, the Compensation Committee believes that Mr. Amos' salary at this
increased level is slightly above the average of the comparable companies,
which the Compensation Committee believes is appropriate in view of the
Company's performance under Mr. Amos' leadership. In connection with its
consideration of Mr. Daniel P. Amos' salary arrangement, the Compensation
Committee noted in particular Mr. Amos' substantial and critical
management responsibilities with respect to the Company's international
operations. Although the companies used in the Ernst & Young study
include each of the companies which constitute the S&P Life Insurance
Index, which is one of the indices used in the Company's "Stock
Performance Graph," (see p.20 below), the Ernst & Young group of insurance
organizations consists of a broader group of companies. The companies
used by Ernst & Young are those viewed by the Company as its most direct
competitors, and it was deemed appropriate to consider this broader group
of companies for comparative compensation purposes.

BONUSES. Under the Company's Management Incentive Plan, cash bonuses
in an amount equal to 15% to 50% of salary, for 1993, with respect to the
Company's executive officers generally, and equal to 70% of salary, with
respect to Mr. Daniel P. Amos pursuant to his employment agreement and to
Mr. Paul S. Amos, are paid on the basis of the attainment of target annual
performance goals for the Company and, in the case of executive officers
other than Messrs. Daniel P. Amos and Paul S. Amos, personal goals. In
the event that maximum performance goals are achieved, Messrs. Daniel P.
Amos and Paul S. Amos may earn up to 105% of salary and other executive
officers may earn up to 75% of salary. The establishment of the
percentage of salary which such bonus may constitute for Messrs. Daniel P.
Amos and Paul S. Amos was based on the recognition by the Compensation
Committee that the bonus goals are set very aggressively and that such
performance-based compensation should account for a substantial proportion
of the total compensation for these top two executives of the Company.

The performance goals are established on the basis of recommendations
by management, and the awards, if attained, are paid at the end of the
award year or in the following year. With respect to 1993, the Committee
established Company performance goals for executive officers, including
the CEO, based on, among other things, earnings per share, number of
policies in force, increases in revenues, increases in new sales,
specified operating expense controls, pretax operating earnings, and, in
the case of executive officers other than Messrs. Daniel P. Amos and Paul
S. Amos, personal goals. (The Compensation Committee deemed it
appropriate that the bonus components of Messrs. Daniel P. Amos' and Paul
S. Amos' compensation be based on objective Company performance goals
rather than more subjective personal goals.) With respect to Messrs.
Daniel P. Amos and Paul S. Amos, 30% of the target award was attributed to
the earnings per share goal, while the other Company performance goals
accounted for 70% of the total possible award in 5% to 10% increments.
With respect to the other executive officers, 30% of the target award was
attributed to the earnings per share goal, while the other Company
performance goals each accounted for 5% to 10% percent of the total
possible award, generally up to 90% . Generally, personal goals
constituted the remainder of the performance award for the other executive
officers. With respect to each Company performance goal, a minimum,
target and maximum performance level is specified, the attainment of which
determines the amount paid with respect to each performance goal. The
percentage which the bonus represents of salary is decreased or increased
to the extent the Company performance levels meet the minimum levels or
exceed target levels as the case may be, up to the maximum performance
levels. Performance levels with respect to personal goals are not
considered for purposes of this percentage adjustment. Personal goals may
be achieved in whole or in part with an appropriate payment adjustment to
reflect partial achievement; however, no additional payments are made if
such goals are exceeded. Payment on attainment of any particular
performance goal may occur independently of (i.e., is not contingent upon)
attainment of any other performance goal.

STOCK OPTIONS. Under the 1985 Plan, options are granted in each case
based generally on a subjective evaluation of the officer level, duties
and responsibilities of the individual and his or her present and
potential contributions to the growth and success of the Company or its
subsidiaries. These decisions with respect to the 1985 Plan have been made
by the Compensation Committee, pending shareholder approval of the 1985
Plan Amendments. In 1993, a total of 1,067,250 options were granted to
the Company's executive officers. This amount includes 300,000 options
granted to Mr. Daniel P. Amos as an inducement to enter into his
employment agreement with the Company and 150,000 options granted to Mr.
Paul S. Amos, each on a post-split share basis, contingent on receipt of
shareholder approval of the 1985 Plan Amendments to increase the number of
authorized shares under the 1985 Plan. Although the actual amount of
options awarded to Messrs. Daniel P. Amos and Paul S. Amos was based to
some extent on the subjective judgment of the Committee members as to the
appropriate size of the grant, in connection with its decision to make
these grants, the Compensation Committee noted that Mr. Daniel P. Amos and
Mr. Paul S. Amos had not received any option grants since 1990 and that
the option grants would be the only ones received by Messrs. Daniel P.
Amos and Paul S. Amos in the three-year period commencing in 1993,
contrary to the normal industry practice of annual option grants as
indicated in the Ernst & Young study. The Compensation Committee also
noted that the Company did not provide its CEO with a cash-based long-term
incentive, again in contrast to the majority of the industry group CEOs.
With respect to the grants made to the executive officers as a group,
almost all of which are also contingent on shareholder approval of the
1985 Plan Amendments, as indicated above these grants are based generally
on a subjective evaluation of the officer level, duties and
responsibilities of the individual and his or her present and potential
contributions to the growth and success of the enterprise. These grants
were also based on the recommendation of Mr. Daniel P. Amos and on the
desire of the Compensation Committee to increase the stock ownership of
executives in the Company, including the executives of the Company's Japan
Branch, both as a long-term incentive that focuses on performance of the
Company as a whole, rather than on any particular division of the Company,
and as a way to further align the executives' interest with shareholders,
in response to the findings of the Ernst & Young report that the Company's
average reported percentage ownership by executives and Directors is
approximately half of that reported by the industry group used in the
report.

The Compensation Committee's decisions with respect to bonuses to be
awarded to Mr. Daniel P. Amos under the Management Incentive Plan and the
1993 option grant are consistent with recommendations of Ernst & Young and
Hewitt Associates (which was retained by the Compensation Committee and
which provided advice to the Compensation Committee based upon the Ernst
& Young study) as to the appropriate compensation to be awarded to Mr.
Amos for his compensation to be at, or somewhat above, competitive levels
based on the companies in the Ernst & Young study. In the case of Hewitt
Associates, their recommendations were part of a total recommended
compensation package, including the 300,000 share option grant and the
management incentive bonus, which provided that Mr. Amos' salary would
remain at its then current level. The Compensation Committee determined
instead to accept the Ernst & Young recommendation with respect to salary
increase for the reasons set forth above.

On June 28, 1993, the Compensation Committee authorized, subject to
the receipt of shareholder approval, the 1985 Plan Amendments which would:
(i) increase the number of shares available under the 1985 Plan by
3,000,000 shares; (ii) eliminate the two separate committees formerly used
to administer the 1985 Plan and replace them with the Compensation
Committee; (iii) eliminate the ability to make discretionary grants to
non-employee Directors, providing instead for automatic formula grants to
non-employee Directors, including Advisory Directors; (iv) modify the 1985
Plan to conform to and take advantage of revised Rule 16b-3 under the
Exchange Act, including limiting the requirement of obtaining shareholder
approval of plan amendments; and (v) make certain other amendments, as
described below.

The Compensation Committee decided to increase the shares available
under the 1985 Plan based on the recommendations from its outside law firm
and the recommendation of the CEO, taking into account the fact that: (i)
the 1985 Plan is currently almost out of shares; (ii) the newly authorized
shares should be sufficient to address the Company's needs and objectives
for at least the next three years; (iii) the shares would be used to
provide long term incentives to the Company's officers; and (iv) option
grants are a means of staying competitive with the compensation to
executive officers offered by the Company's peer industry group as
recommended by Ernst & Young. Further, the additional shares could be
used to focus the officers and other key employees in the Company's Japan
Branch on the overall Company's stock performance, rather than on the
short-term performance of the Company's Japanese operations alone.

OTHER BENEFITS. The Company maintains its Retirement Plan for Senior
Officers, which provides lifetime retirement and medical benefits to plan
participants, and also maintains a Supplemental Executive Retirement Plan
for certain key executives of the Company and certain subsidiaries who do
not participate in the Retirement Plan for Senior Officers, which provides
for certain pension benefits in the event of termination (other than for
cause), upon death, after age 55 or in certain change in control
situations. Certain of the named executive officers are participants in
the Retirement Plan for Senior Officers or in the Supplemental Executive
Retirement Plan. The executive officers of the Company may also
participate in the non-discriminatory AFLAC Incorporated 401(k) Retirement
Plan and a non-contributory defined benefit pension plan covering
substantially all employees. Except as described below, no decisions
with respect to any of these plans were made by the Compensation Committee
in 1993.

In 1993, the Compensation Committee determined to amend the Company's
Supplemental Executive Retirement Plan to provide that a person who
suffers a qualifying termination following a change in control shall be
entitled to the greater of (i) the present value of the retirement benefit
(for participants not yet age 55 as of such date, of the retirement
benefit to which the person would have been entitled if he had remained in
the employ of the Company to his early retirement date) or (ii) three
times the person's final pay (whereas prior to the amendment, participants
who were under 55 could only receive the present value of their retirement
benefit had they remained in the employ of the Company, and any other
participants could only receive the present value of three times their
final pay). The Committee believes the amendment was appropriate to allow
this provision to operate fairly among members of management, regardless
of age.

The Compensation Committee believes that the executive compensation
policies serve the best interests of the shareholders and the Company.
The bonus and stock option components of compensation for Company
executives are intended to be directly related to and commensurate with
Company performance.

In connection with making decisions with respect to executive
compensation, the Compensation Committee will take into account as one of
the factors which it considers, the provisions of Section 162(m) of the
Internal Revenue Code of 1986 (which was enacted by the Omnibus Budget
Reconciliation Act of 1993), which limits the deductibility by the Company
of certain categories of compensation in excess of $1,000,000 paid to
certain executive officers. It may, however, determine to authorize
compensation arrangements that exceed the $1,000,000 deductibility cap
imposed by Section 162(m). In this connection, the 1985 Plan has been
amended (subject to shareholder approval) to conform to the requirements
of Section 162(m) and the Management Incentive Plan is being submitted to
shareholders for approval so that amounts payable pursuant to that plan
will be deductible by the Company.

COMPENSATION COMMITTEE
______________________
JOHN M. POPE
CESAR E. GARCIA
PETER D. MORROW
<PAGE>

<TABLE>
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation Awards
<CAPTION>
Other
Annual Restricted
Comp- Stock LTIP All Other
Name and ensation Award(s) Payouts Compensation
Principal Position Year Salary($) Bonus($)(1) ($) ($) Options(#)* ($) ($)(2)(3)
__________________ ____ _________ ___________ ________ __________ ___________ _______ ____________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Daniel P. Amos 1993 913,218 658,346 -0- -0- 300,000 -0- 5,602
President & CEO 1992 848,491 483,278 -0- -0- -0- -0- 5,539
1991 751,204 380,108 -0- -0- -0- -0- -0-

Paul S. Amos, 1993 975,064 722,333 -0- -0- 150,000 -0- 14,782
Chairman of Board 1992 905,722 517,805 -0- -0- -0- -0- 14,719
1991 803,263 324,219 -0- -0- -0- -0- -0-

Yoshiki Otake 1993 614,213 123,689 -0- -0- 50,000 -0- 4,478
President 1992 518,387 76,482 -0- -0- 75,000 -0- -0-
AFLAC Japan Branch 1991 459,102 76,977 -0- -0- 57,179 -0- -0-

Kriss Cloninger, III** 1993 326,563 166,663 -0- -0- 75,000 -0- 3,420
Exec. Vice President 1992 197,118 62,500 -0- -0- 37,500 -0- 2,565
1991 N/A N/A -0- -0- N/A -0- N/A

Hidefumi Matsui*** 1993 307,275 64,263 -0- -0- 50,000 -0- 1,978
Exec. Vice President 1992 258,151 40,189 -0- -0- 12,500 -0- -0-
AFLAC Japan Branch 1991 N/A N/A -0- -0- N/A -0- N/A
<FN>
(*) Options have been adjusted for the five-for-four stock split on June 15, 1993. All options granted in 1993 are
contingent on shareholder approval of the 1985 Plan Amendments.

(**) Kriss Cloninger, III was not employed by the Company until March 1992. Therefore the amount shown for 1992 reflects
a partial-year compensation.

(***) Hidefumi Matsui was appointed an executive officer in 1992.

(1) Includes cash bonuses paid in 1992, 1993 and 1994 under the Management Incentive Plan for services rendered during
1991, 1992 and 1993 and other cash bonus payments.

(2) Not included in all other compensation are payments made to a corporation formerly owned by Mr. Daniel P. Amos for
vested renewal commissions on insurance policies sold prior to Mr. Amos being elected as President of AFLAC in
1983, at which time Mr. Amos was associated with AFLAC on a commission-only basis. During the years 1991, 1992 and
1993, payments of $291,348; $255,941 and $239,447 on annualized premiums of $11,774,562; $11,143,791 and $9,564,150,
respectively, were made to this corporation. This corporation was sold by Mr. Amos to the Company on December 15,
1993. See "Certain Transactions and Relationships" below.

(3) Includes premiums paid in 1993 for term life insurance in the amount of $3,420, $12,600, $3,420, $4,478, and $1,978
for Mr. Daniel P. Amos, Mr. Paul S. Amos, Mr. Kriss Cloninger, III, Mr. Yoshiki Otake and Mr. Hidefumi Matsui,
respectively, and Company matching contributions to the 401(k) retirement plan in the amount of $2,182 for each of
Mr. Daniel P. Amos and Paul S. Amos. Includes premiums paid in 1992 for term life insurance in the amount of $3,420,
$12,600, and $2,565 for Mr. Daniel P. Amos, Mr. Paul S. Amos, and Mr. Kriss Cloninger, III and the Company matching
contributions to the 401(k) retirement plan in the amount of $2,119 for each of Mr. Daniel P. Amos and Mr. Paul S.
Amos.
</TABLE>
<PAGE>

STOCK PERFORMANCE GRAPH

The following graph compares the five-year performance of the
Company's Common Stock to the Dow Jones Industrial Average (Dow Jones),
the Standard & Poor's 500 Index (S & P 500), and the Standard & Poor's
Life Insurance Index (S & P Life). The Standard & Poor's Life Insurance
Index includes: Capital Holding Corp., Jefferson-Pilot Corp., Lincoln
National Corp., Torchmark Corp. and USLIFE Corp. The graph assumes that
the value of the investment in the Company's Common Stock and each index
was $100 at December 31, 1988, and that all dividends were reinvested.

(Stock Performance graph inserted here.)

<TABLE>
Performance Graph Index
December 31
<CAPTION>

1988 1989 1990 1991 1992 1993
________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
AFLAC Incorporated 100 133 145 237 268 281
________________________________________________________________________
S & P LIFE 100 158 129 186 250 253
________________________________________________________________________
Dow Jones 100 132 131 163 175 204
________________________________________________________________________
S & P 500 100 132 128 166 179 197
________________________________________________________________________

</TABLE>
(All performance data provided by STAR Services, Inc., San Francisco, CA
94120)

* In the third quarter of 1990, Paul S. Amos was appointed Chairman, and
Daniel P. Amos was named Chief Executive Officer.

<PAGE>

DEFINED BENEFIT PENSION PLAN

The Company has a non-contributory defined benefit pension plan covering
substantially all U.S. employees who satisfy the eligibility requirements.
Prior to 1989, benefits were calculated pursuant to the following formula:
50 percent of average compensation reduced by (i) 50 percent of primary
Social Security benefits and (ii) 1/25 for each year by which the number
25 exceeds the number of years of service at normal retirement age.
Effective January 1, 1989, benefits are calculated in accordance with the
following formula: one percent of average monthly compensation times
years of credited service not in excess of 25 years, plus .5 percent of
average monthly compensation times years of service in excess of 25 years.
However, non-highly compensated employees (which for this purpose
generally includes employees whose compensation did not exceed $52,235 in
1988) are guaranteed to receive not less than the amount that they would
have been entitled to receive at December 31, 1989, based on the previous
formula and years of service and compensation at that date. Benefits for
highly compensated employees are guaranteed to be not less than the amount
that they would have been entitled to receive at December 31, 1988, based
on the previous formula and years of service and compensation at that
date. Effective January 1, 1993, the Company amended the plan to provide
for unreduced early retirement benefits when a participant reaches his or
her early retirement date. If the participant's whole years of credited
service plus his or her attained age equals or exceeds eighty-five, then
such participant shall be entitled to a monthly pension commencing prior
to his or her normal retirement date computed as otherwise provided for in
the plan with no benefit reduction. The maximum benefit is limited in
accordance with section 415 of the Internal Revenue Code (the "Code") and,
commencing in 1989, the compensation that may be taken into account in the
calculation of benefits is limited in accordance with section 401(a) (17)
of the Code. The maximum compensation and benefits for 1993 are $235,840
and $115,641, respectively; however, effective January 1, 1994 the maximum
compensation limit will be reduced to $150,000. These amounts are indexed
for cost-of-living adjustments.

For purposes of the plan, average monthly compensation is deemed to be
the participant's highest average compensation during any five consecutive
years of service within the ten consecutive plan years of service
immediately preceding retirement. Compensation generally means salaries
and annual incentive bonuses. The benefits payable under the plan as
amended are not subject to adjustment for Social Security benefits or
other offsets. Benefits may be paid monthly over the life of the
participant (with joint and survivor options available at reduced rates).
The following table reflects annual benefits as determined under the
revised formula.
<TABLE>
DEFINED BENEFIT PENSION PLAN TABLE
<CAPTION>
Years of Service
____________________________________________________
Remuneration 15 20 25 30 35
____________ ________ ________ ________ ________ ________
<S> <C> <C> <C> <C> <C>
$125,000 $18,750 $25,000 $31,250 $34,375 $37,500
150,000 22,500 30,000 37,500 41,250 45,000
175,000 26,250 35,000 43,750 48,125 52,500
200,000 30,000 40,000 50,000 55,000 60,000
225,000 33,750 45,000 56,250 61,875 67,500
250,000 34,329 45,772 57,215 62,936 68,658
</TABLE>

Mr. Daniel P. Amos and Mr. Kriss Cloninger, III have 20 years and 2
years, respectively, of credited service in the plan as of the date of
this Proxy Statement.
<PAGE>

RETIREMENT PLANS FOR KEY EXECUTIVES

Participants in the Retirement Plan for Senior Officers receive full
compensation for the first twelve months after retirement. Thereafter, the
participants may elect to receive annual lifetime retirement benefits
equal to 60% of their final compensation, or 54% of such compensation with
one-half of such amount to be paid to their spouse for a specified period
after death of the participant. Final compensation is deemed to be the
higher of (i) the compensation paid during the last twelve months of
active employment with the Company, or (ii) the highest compensation
received in any calendar year of the last three years preceding the date
of retirement. Compensation under this plan is defined to be salary plus
bonus. All benefits are subject to annual cost of living increases as the
Compensation Committee may approve. Retired participants and their
spouses are also entitled to receive full medical expense benefits for
their lifetimes. The benefits payable under the plan are not subject to
social security or defined benefit pension plan offsets.

Generally, no benefits are payable until the participant accumulates 10
years credited service at age 60 or 20 years credited service. Reduced
benefits may be paid to a participant who retires (other than for
disability) before age 65 with less than 20 years credited service.

Messrs. Daniel P. Amos and Paul S. Amos are covered by this plan. AFLAC
has entered into a substantially similar agreement with Mr. Yoshiki Otake.
The Company accrued $1,900,000 and $500,000 in 1993 as its estimated
annual cost of the compensation benefits for Mr. Paul S. Amos and Mr.
Daniel P. Amos, respectively, who are the only executives with vested
benefits under this plan. Mr. Daniel P. Amos, Mr. Paul S. Amos and Mr.
Yoshiki Otake have 20, 39, and 19 years, respectively, of credited
service.
<TABLE>
RETIREMENT PLAN FOR SENIOR OFFICERS TABLE
<CAPTION>
Years of Service
_________________________________________________________
Remuneration 15 20 25 30 35
____________ _________ _________ _________ _________ _________
<S> <C> <C> <C> <C> <C>
$ 250,000 $ 150,000 $ 150,000 $ 150,000 $ 150,000 $ 150,000
500,000 300,000 300,000 300,000 300,000 300,000
750,000 450,000 450,000 450,000 450,000 450,000
1,000,000 600,000 600,000 600,000 600,000 600,000
1,250,000 750,000 750,000 750,000 750,000 750,000
1,500,000 900,000 900,000 900,000 900,000 900,000
1,750,000 1,050,000 1,050,000 1,050,000 1,050,000 1,050,000
2,000,000 1,200,000 1,200,000 1,200,000 1,200,000 1,200,000
</TABLE>
The Company maintains a Supplemental Executive Retirement Plan for
certain key executives of the Company and its subsidiaries who do not
participate in the Retirement Plan for Senior Officers. Participation in
the Supplemental Executive Retirement Plan is limited to key employees of
the Company (and its subsidiaries) designated by the Board of Directors of
the Company from time to time. On August 11, 1992, the Plan was amended
to require fifteen years of service in order for a participant to be
qualified under the Plan, provided that said requirement not affect those
individuals who were participating in the Plan prior to this amendment.
Under the Plan, participants who terminate their employment for any reason
other than "cause" or death (i) between the ages of 55 to 65, are entitled
to an annual pension which, when combined with the retirement income
payable under the Company's Defined Benefit Pension Plan (assuming
benefits thereunder are paid as a single life annuity) will equal 50% of
their final pay, or (ii) at the age of 65 or older, are entitled to an
annual pension which, when combined with the retirement income payable
under the Company's Defined Benefit Pension Plan (assuming benefits
thereunder are paid as a single life annuity) will equal 65 percent of
their final pay. For purposes of the Plan, final pay means the highest
annual base salary paid to a participant during any calendar year in the
three-calendar-year period preceding the participant's termination of
employment.

Benefits are generally payable in the form of an annuity for the life
of the participant. However, a participant may elect a joint and survivor
annuity pursuant to which he or she will receive reduced benefits during
his or her lifetime and, after his or her death, his or her surviving
spouse will receive a monthly benefit equal to 50 percent of the amount
which had been paid to the participant. No benefits are payable to a
participant whose employment is terminated before age 55 except for
certain terminations following a "change in control." If a participant
dies after age 55 but before benefits are paid under the plan, his or her
spouse will receive a death benefit equal to 50 percent of the benefits
which the participant would have been entitled to receive had he or she
retired on the day preceding the date of his or her death. If a
participant's employment is terminated for "cause," he or she immediately
forfeits all rights and entitlements under the plan. The benefits payable
under the plan are not subject to social security offset; benefits are
subject to offset for amounts paid under the Company's defined benefit
pension plan.

Kriss Cloninger, III participates in the Supplemental Executive
Retirement Plan. The Company accrued $29,663 with respect to its
estimated annual benefits for Mr. Cloninger in 1993. The estimated annual
benefit payable upon a retirement age of 55 for Mr. Cloninger is $252,091.

STOCK OPTION PLANS

During 1993, the Company had in effect two Stock Option Plans, the
Incentive Stock Option Plan (1982) (the "1982 Plan"), and the Stock Option
Plan (1985) (as amended) (the "1985 Plan") (collectively, the "Plans").
The adoption of the 1985 Plan was approved by shareholders in 1986 and
amendments to the 1985 Plan were approved by shareholders in 1987 and
1990. The 1982 Plan, but not outstanding options previously granted under
the 1982 Plan, expired as of February 15, 1992.

The Plans provide for the granting of options to key employees and
Directors of the Company and its subsidiaries to buy Common Stock. The
Plans were adopted by the Board of Directors to provide an incentive to
these persons to improve the growth and profits of the Company and its
subsidiaries. The 1982 Plan and the 1985 Plan specify that options for a
maximum of 1,056,000 and 4,616,666 shares, respectively, can be granted
under the Plans. (However, no further options may be granted under the
1982 Plan following February 15, 1992.) The number of shares have been
adjusted as a result of the five-for-four stock split in 1993 so that
options for a total of 1,320,000 and 5,770,832 shares, respectively, may
be granted under the Plans. As of February 18, 1994, there were options
for 276 shares remaining available for grant under the 1985 Plan. There
were total options outstanding to purchase 3,010,702 shares under the
Plans.

The following tables provide certain information regarding stock
options granted and exercised in the last fiscal year and the number and
value of unexercised options at the end of the fiscal year.

<PAGE>

<TABLE>
OPTION GRANTS IN 1993

<CAPTION>
Potential Realizable Value
at Assumed Annual Rates
of Stock Price Appreciation
Individual Grants(1) for Option Term(2)
______________________________________________________________________ ____________________________________________

Number of % of Total If Stock If Stock
Securities Options Grant At At
Underlying Granted to Date $46.02 $73.27
Options Employees Exercise Market
Granted in Fiscal Price Price Expiration
Name (#) Year ($/Sh) ($/Sh) Date 5%($) 10%($)
_____________________ __________ __________ ________ ______ __________ _____________ _____________
<S> <C> <C> <C> <C> <C> <C> <C>
STOCK APPRECIATION N/A N/A N/A N/A N/A 1,834,000,000 4,648,000,000
FOR ALL SHAREHOLDERS(3)

Daniel P. Amos, CEO 300,000 11.2 28.25 28.25 6-28-03 5,329,882 13,506,967
Paul S. Amos 150,000 5.6 28.25 28.25 6-28-03 2,664,941 6,753,484
Yoshiki Otake 50,000 1.9 28.25 28.25 6-28-03 888,314 2,251,161
Kriss Cloninger, III 75,000 2.8 28.25 28.25 6-28-03 1,332,470 3,376,742
Hidefumi Matsui 50,000 1.9 28.25 28.25 6-28-03 888,314 2,251,161

<FN>
(1) All option grants shown above vest 1/3 on the date of grant, 1/3 on January 1, 1994 and 1/3 on January 1, 1995,
and were granted contingent on shareholder approval of the 1985 Plan Amendments.

(2) The annual rates of stock price appreciation (shown at the assumed rates of 5% and 10% for the option term of 10
years), as required by the Securities and Exchange Commission, are compounded annually and therefore are shown at
the compound appreciation rates of 63% and 159%, respectively.

(3) For "Stock Appreciation For All Shareholders," the Potential Realizable Value is calculated based on $28.25, the
average market price of a share of Company Common Stock on the date the options reported in this table were granted,
and the number of shares outstanding on February 18, 1994.
</TABLE>
<PAGE>

<TABLE>
AGGREGATED OPTION EXERCISES IN 1993
AND OPTION VALUES AS OF DECEMBER 31, 1993

<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money
Shares Options at Options at
Acquired Value 12-31-93 (#) 12-31-93 ($)
Name on Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
_______________________ ______________ ___________ ___________________________ __________________________
<S> <C> <C> <C> <C> <C> <C>
Daniel P. Amos, CEO 134,865 3,486,260 776,604 274,862 11,256,796 1,701,576
Paul S. Amos -0- -0- 209,417 180,720 3,366,065 1,802,497
Yoshiki Otake 77,097 1,947,962 176,586 78,335 3,063,479 601,278
Kriss Cloninger, III -0- -0- 62,500 50,000 235,156 15,625
Hidefumi Matsui -0- -0- 65,166 33,334 584,389 10,417

</TABLE>
<PAGE>

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS

On August 1, 1993, the Company entered into an employment agreement with
Mr. Daniel P. Amos. This agreement replaced a prior employment agreement
with Mr. Amos which expired on July 31, 1993. The new agreement provides
for a three-year term commencing August 1, 1993, with automatic extensions
of one year-periods to the term of the agreement occurring on an annual
basis beginning August 1, 1994, unless written notice of termination is
given prior to such annual extensions. Pursuant to the agreement, Mr.
Amos is entitled to receive an annual base salary of $893,585 subject to
annual increases in the same general proportion as provided to other
senior executive officers of the Company.

As described in the "Compensation Report" above, as an inducement to Mr.
Amos to enter into this new employment agreement, the Company agreed to
grant to him options to purchase 300,000 shares of Common Stock, subject
to shareholder approval of the necessary increase in authorized shares
under the 1985 Plan to facilitate such grant.

The agreement provides that Mr. Amos (referred to hereafter as the
"Employee") will continue to participate in the Company's Management
Incentive Plan, the Retirement Plan for Senior Officers and the Company's
stock option plans, and will participate in all other fringe benefit plans
applicable to employees generally or provided to senior executive
employees of the Company. The Employee may receive other benefits as
determined from time to time by the Compensation Committee.

Pursuant to the agreement, the Company remains obligated to continue
compensation and benefits to the Employee for the scheduled term of the
agreement if the employment of the Employee is terminated by the Company
without "good cause". If the Employee's employment is terminated by the
Company for "good cause", or by the Employee without "good reason", the
Company is generally obligated to pay compensation and benefits only to
the date of termination (except that the Employee is entitled to benefits
under the Retirement Plan for Senior Officers if the termination is not
for "good cause"). "Good cause" generally means (i) the willful failure
by the Employee to substantially perform his management duties for more
than 60 days, (ii) intentional conduct by the Employee causing substantial
injury to the Company, or (iii) the conviction or plea of guilty by the
Employee of a felony crime involving moral turpitude. "good reason" is
defined to include a breach of the agreement, a diminution or change in
the Employee's title, duties or authority, or a relocation of the
Company's principal offices. Upon voluntary termination without "good
reason" or termination by the Company for "good cause", the Employee is
prohibited for a two-year period from directly or indirectly competing
with the Company.

The Agreement provides that compensation and benefits continue for
certain specified periods in the event that the Employee becomes totally
disabled. Upon death of the Employee, his estate is to be paid an amount,
payable over a three-year period, equal to the Employee's base salary and
any bonus actually paid during the last three years of his life.

Upon a "change in control" of the Company, the agreement is extended for
an additional three-year period. If, following a change in control, the
Employee's employment with the Company is terminated by the Company
without "good cause," or by the Employee for "good reason", the Company
must pay to the Employee, among other payments but in lieu of any further
salary payments subsequent to the date of termination, a lump sum
severance payment equal to three times the sum of the Employee's base
salary and bonus under the Management Incentive Plan (as paid during
periods specified in the agreement).

A "change in control" is generally deemed to occur when: (i) a person or
group acquires beneficial ownership of thirty percent or more of the
Common Stock of the Company; (ii) during any period of two consecutive
years, individuals who at the beginning of such period constitute the
Board cease for any reason to constitute a majority of the Board; or (iii)
the shareholders approve a liquidation or sale of substantially all of the
assets of the Company or certain mergers or consolidation of the Company.

Pursuant to an employment agreement between AFLAC and Mr. Yoshiki
Otake, Mr. Otake is to serve as President of the AFLAC Japan Branch (or,
upon his removal, the position of a senior officer of AFLAC) through
December 31, 1995, subject to annual renewals thereafter by the mutual
consent of the parties. Pursuant to the agreement, Mr. Otake shall be
considered for salary increases in the same manner and time as the senior
officers of AFLAC, provided that at no time shall his salary be less than
50 million yen. Mr. Otake shall participate in the Company's stock option
plan in the same manner as most AFLAC senior officers, other than the CEO.

Under the agreement, Mr. Otake is eligible for retirement benefits
upon age 60 with at least 20 years of credited service, and may take
voluntary retirement with reduced benefits upon the approval of AFLAC.
Mr. Otake is entitled to full retirement benefits for total and permanent
disability prior to age 60. His full retirement benefits (which are
subject to adjustment for cost-of-living increases) consist of a choice
between (1) 60% of the higher of his total compensation for the last
twelve months of employment or the highest compensation received in any
calendar year during the agreement term, during the remainder of Mr.
Otake's life, or (2) 54% of such compensation, paid to Mr. Otake during
the remainder of his life, with 1/2 of such amount to be paid to his
spouse after his death for a specified period of time. After retirement,
Mr. Otake and his spouse shall receive medical benefits for the remainder
of their lives. After 1995 and until Mr. Otake reaches age sixty-five,
where mutual consent to renew the agreement is not obtained but where Mr.
Otake remains mentally and physically sound, he shall be allowed to
continue his employment with such stature as deemed appropriate by AFLAC
with a starting salary equivalent to 70% of his last salary, subject to
annual cost-of-living increases. Mr. Otake has agreed not to engage in
any activity competitive with AFLAC while any benefits (including
retirement benefits) are being paid to him by AFLAC. In consideration of
the benefits contained in his agreement, Mr. Otake has waived any rights
to participate in any other AFLAC or AFLAC Japan Branch retirement or
pension plans.

Pursuant to an employment agreement between the Company and Mr. Kriss
Cloninger, III, as amended, Mr. Cloninger will be employed until March 15,
1995, as Chief Financial Officer of the Company, with automatic two-year
extensions on an annual basis beginning March 16, 1994 unless written
notice that such extension will not occur is given prior to such annual
date by either party. Mr. Cloninger is entitled to a base salary per year
of $325,000, which shall be increased annually during the term of the
agreement and any extensions thereof, as determined by the Company's CEO.
The Company shall also pay Mr. Cloninger, as performance bonus
compensation, an amount each year under the Company's Management Incentive
Plan with a target level based on at least 25% of base salary. Mr.
Cloninger may also receive additional discretionary bonuses approved by
the Company's Board.

Mr. Cloninger will be eligible to participate in all fringe benefit
programs applicable to employees generally, and shall receive such other
"fringe" or employee benefits (including awards of stock options) as are
provided to key executive employees of the Company and which are
appropriate to his responsibilities as Chief Financial Officer.

Other material terms of Mr. Cloninger's employment agreement relating
to terminations, disability, death and changes in control of the Company
are substantially similar to such provisions in Mr. Daniel P. Amos'
employment contract, as described above.

The Company maintains a Supplemental Executive Retirement Plan for
certain key executives of the Company and its subsidiaries who do not
participate in the Retirement Plan for Senior Officers. Mr. Kriss
Cloninger, III is a participant in the Plan. Under the plan, as amended,
in the event that a participant's employment with the Company is
terminated within two years of a "change in control" of the Company other
than for death, disability or cause, or a participant terminates his
employment during such period for "good reason", the participant becomes
100% vested in his retirement benefits and is entitled to receive a lump
sum amount equal to the greater of: (i) the present value of the
retirement benefit, which (a) he is entitled to receive upon the date of
such termination, or (b) which he would have received had he remained in
the employ of the Company until he attained age 55 (for participants who
had not yet attained age 55 as of the date of termination); and (ii)three
times the participant's final pay (as defined). A "change in control"
shall generally occur under the same circumstances described as a "change
in control" in Mr. Daniel P. Amos' employment agreement. "Cause" shall
mean generally: (i) the participant's willful failure to substantially
perform his duties with the Company (other than that resulting from
illness or after a participant gives notice of termination of employment
for "good reason") after a written demand for substantial performance is
delivered to the participant by the Board, or (ii) the willful engaging by
the participant in materially injurious conduct to the Company. "Good
reason" is defined to include various adverse changes in employment
status, duties and/or compensation and benefits following a "change in
control." Benefits may be reduced to the extent that they are not
deductible by the Company for income tax purposes.

CERTAIN TRANSACTIONS AND RELATIONSHIPS

Information is provided with respect to executive officers, Directors
and/or members of their immediate families who were indebted to the
Company or its subsidiaries, at any time since January 1, 1993, in excess
of $60,000, as follows:
<TABLE>
<CAPTION>
Largest
Aggregate Amount
Amount Outstanding
Outstanding Rate as of
Since Janu- Nature of of January 31,
Name (1) ary 1, 1993 Indebtedness Interest 1994
_______________ ___________ __________________ ________ ___________
<S> <C> <C> <C> <C>
Daniel P. Amos $ 2,000,000 Term Stock Note(2) 6.00% $ 2,000,000

David A. Halmrast 120,000 Term Note(3) -0- -0-

Minoru Nakai 352,237 Stock Option Note(4) 5.54% 350,461

Gary Stegman 55,323 Stock Option Note(4) 5.54% 47,552
100,002 Stock Option Note(4) 4.83% 99,162

<FN>
(1) All of the named individuals were executive officers of the Company
or one of its subsidiaries during 1993.

(2) Collateralized note accepted by the Company and secured by stock of
the Company.

(3) Relocation loan.

(4) Collateralized notes accepted by the Company in payment of stock
options exercised.
</TABLE>

J. Shelby Amos, II, a Director of the Company, has been associated with
AFLAC since 1973 and presently serves as Alabama/West Florida State Sales
Coordinator (Louisiana State Sales Coordinator, until 1987). In 1993, he
earned renewal and first-year commissions of $611,478 (before expenses) on
annualized premiums of $19,726,015, and he received $15,629 in 1994 in
lieu of shares earned in 1993 under the AFLAC Associates' Stock Bonus
Plan.

In 1993, $302,062 was paid by AFLAC to a corporation of which Maria
Theresa Amos Land, the sister of J. Shelby Amos, II, is the sole
shareholder. This amount was earned as renewal commissions before
expenses, on annualized premiums of $11,126,415 by W. Donald Land, the
deceased husband of Maria Theresa Amos Land, who served as Florida State
Sales Coordinator with AFLAC from 1975 until May 1990.

State Sales Coordinators are not salaried employees, but are compensated
on a commission basis and are required to pay their own expenses which
include travel, office expenses, incentives for district and regional
sales coordinators and associates in their state, and recruiting and
training costs. The compensation arrangements with J. Shelby Amos, II and
W. Donald Land are similar to those of other State Sales Coordinators.

On December 15, 1993, pursuant to a Plan of Reorganization and Exchange
Agreement dated as of December 2, 1993, between Mr. Daniel P. Amos and the
Company, the Company acquired all the shares of National Equity
Corporation ("National Equity"), a Nevada corporation which was wholly
owned by Mr. Daniel P. Amos, in exchange for 316,748 shares of Common
Stock. The number of shares of Common Stock exchanged by the Company for
the National Equity stock was based on the fair market value of the
National Equity stock, based on a valuation of its assets, less
liabilities. At December 15, 1993, the assets of National Equity
consisted of 238,308 shares of Common Stock, cash and vested renewal
commissions ("renewal commissions") on insurance previously sold prior to
Mr. Amos being elected as President of AFLAC in 1983, at which time Mr.
Amos was associated with AFLAC on a commission-only basis. For purposes
of the exchange, the renewal commissions were valued by taking the average
of three appraisals of the present value of the renewal commissions
prepared by three independent valuation firms, Deloitte & Touche, Coopers
& Lybrand and KPMG Peat Marwick. The Common Stock exchanged by the
Company and the 238,308 shares of Common Stock that were held by National
Equity as a part of its assets were valued using the average closing
prices of the Common Stock on the New York Stock Exchange over a period of
eighteen trading days, commencing on November 8, 1993, and ending on
December 2, 1993. See also the description of the payments made to Daniel
P. Amos in footnote 2 to the "Summary Compensation Table."

<PAGE>

2. PROPOSAL TO ADOPT THE 1985 PLAN AMENDMENTS

The 1985 Plan is a principal component of the Company's executive
compensation program. Stock options tie executive compensation directly
to an increase in shareholder value, specifically the market price of the
Common Stock. In this way, options further align the interests of
managers and shareholders and provide a meaningful incentive for
management to maximize shareholder value.

SUMMARY OF THE 1985 PLAN AMENDMENTS

In order to continue and to enhance the effectiveness of the 1985 Plan,
the Board of Directors, in accordance with the recommendation of its
Compensation Committee, has amended the 1985 Plan, subject to approval by
shareholders at the annual meeting as required by the terms of the 1985
Plan. A summary of the 1985 Plan Amendments is set forth below.

Increase in Number of Authorized Shares
_______________________________________

Prior to the 1985 Plan Amendments, the maximum number of shares of
Common Stock that may be issued upon the exercise of options granted under
the 1985 Plan is 5,770,832. Options to purchase less than 300 shares
remain available for grant under the 1985 Plan. In addition, options to
purchase 2,651,000 shares granted during 1993 at exercise prices ranging
from $28.25 to $31.3125 remain subject to approval by shareholders of the
1985 Plan Amendments and such options will become void if such approval is
not given.

The 1985 Plan Amendments increase the number of shares of Common Stock
which may be issued upon the exercise of options from 5,770,832 shares to
8,770,832 shares, subject to certain adjustments. As noted, 2,651,000 of
the proposed additional 3,000,000 shares relate to stock options granted
in 1993. The remaining 349,000 additional shares are necessary to enable
the Compensation Committee to make option grants in the future in order to
continue to carry out the purposes of the 1985 Plan.

The 1985 Plan provides and, following approval of the 1985 Plan
Amendments, would continue to provide for appropriate adjustment in the
number of shares in the event of a stock dividend, recapitalization,
merger or the like. On February 18, 1994, the average price for the
Common Stock on the New York Stock Exchange was $30.375.

Use of Only One Administrative Committee
________________________________________

Formerly, the 1985 Plan authorized two separate committees, the Employee
Committee, which administered the 1985 Plan as it related to key
employees, and the Directors Committee, which administered the 1985 Plan
as it related to Directors, including Directors who were employees. Prior
to its amendment the 1985 Plan permitted the Directors Committee to make
discretionary grants to Directors, including non-employee Directors. The
Amended 1985 Plan is administered by only one committee, the Compensation
Committee, which will perform substantially the same functions as the
Employee Committee (i.e., it will administer all aspects of the Amended
1985 Plan affecting key employees, but including Directors who are
employees). The Compensation Committee (which will be composed of only
non-employee Directors), is intended to be disinterested for purposes of
Rule 16b-3 of the Exchange Act.
<PAGE>
<PAGE>
Replacement of Discretionary Stock Option
Grants with Formula Grants for
Non-Employee Directors
_________________________________________

Under the Amended 1985 Plan, in lieu of the discretionary grants that
previously could be awarded to non-employee Directors by the Directors
Committee, non-employee Directors (including Advisory Directors) will
automatically receive grants of non-qualified stock options without action
by any committee. Specifically, as of August 13, 1993, initial grants of
options to purchase 10,000 shares of Common Stock have been made to all
non-employee Directors serving on the Board as of that date. Each new
non-employee Director, including any Advisory Director, will be granted an
option to purchase 10,000 shares of Common Stock as of the earlier of the
date such individual is appointed to the Board or the date of the first
annual meeting of shareholders at which such Director is elected to the
Board. Options granted to non-employee Directors will become exercisable
in cumulative installments of 20% of the shares of Common Stock covered
thereby as of the date of grant, and an additional 20% as of each of the
next four anniversaries of the date of option grant to the extent the
non-employee Director continues to be a Director as of that date;
provided, however, that upon cessation of service by reason of retirement,
a non-employee Director will become immediately vested in all outstanding
options that have not yet expired. The exercise price of all shares of
Common Stock subject to options granted to non-employee Directors will be
100% of the fair market value of such shares as of the date of grant.

Compliance with Section 162(m)
of the Code
______________________________

Prior to the 1985 Plan Amendments, the 1985 Plan did not have a limit on
the maximum number of shares of Common Stock with respect to which options
could be granted to any individual. The 1985 Plan Amendments also include
provisions which (i) limit the number of shares of Common Stock with
respect to which options may be granted to any individual during any
calendar year to 450,000, commencing with the 1994 calendar year, and (ii)
require the Compensation Committee to be constituted to comply with the
requirements of Section 162(m) of the Code (described below). These
provisions are intended to preserve the Company's ability to deduct, for
U. S. income tax purposes, compensation recognized by certain optionees
upon exercise of a nonqualified stock option or upon a disqualifying
disposition of an incentive stock option. Section 162(m) of the Code, as
recently enacted by the Omnibus Budget Reconciliation Act of 1993 (the
"Revenue Act"), denies a deduction by an employer for certain compensation
in excess of $1 million per year paid by a publicly traded corporation to
the chief executive officer and the four most highly compensated executive
officers, other than the chief executive officer, at the end of the
taxable year. Compensation with respect to stock options will be excluded
from this deduction limit if it satisfies certain requirements, including
the following: (i) the stock options must be granted at an exercise price
not lower than fair market value at date of grant; (ii) the stock option
grant must be made by a compensation committee composed of two or more
"outside directors" within the meaning of Section 162(m); (iii) the plan
under which the stock option is granted must state the maximum number of
shares with respect to which options may be granted during a specified
period to any individual; and (iv) the material terms pursuant to which
the compensation is to be paid must be disclosed to, and approved by,
shareholders in a separate vote prior to payment.

Additional Amendments
_____________________

Certain other technical non-material revisions to the 1985 Plan have
been made (including revisions made to conform to and benefit from the
latest amendments to Rule 16b-3), as well as updating related to amended
sections of the Code. In specific, the amendment and termination
provisions of the 1985 Plan have been amended to require shareholder
approval only to the extent such approval is required either by applicable
law or, as is already required by the 1985 Plan, to comply with Rule
16b-3. Previously, shareholder approval for an amendment was also
required if such amendment: (i) changed the maximum number of shares of
Common Stock subject to options under the 1985 Plan, (ii) changed the
class of employees eligible to receive options under the 1985 Plan, (iii)
extended the term of the 1985 Plan, or (iv) extended the exercisability
period of the incentive stock options beyond ten years from the date of
grant.

SUMMARY OF THE MATERIAL PROVISIONS
OF THE 1985 PLAN THAT ARE NOT AFFECTED
BY THE 1985 PLAN AMENDMENTS

The following is a summary of the material provisions of the 1985 Plan
that are not affected by the 1985 Plan Amendments and that would continue
in force regardless of whether shareholder approval of the 1985 Plan
Amendments is obtained.

The 1985 Plan provides for the granting, to key employees and Directors
of the Company and its subsidiaries, of options to buy the Common Stock.
The 1985 Plan provides for the grant of "incentive stock options" ("ISOs")
pursuant to Section 422 of the Code as well as non-qualified stock options
("non-ISOs"). Directors who are not employees are eligible to receive
only non-ISOs. The selection of eligible employees, number of options to
be granted to any employee or Director, the exercise price for such
options, and the terms and conditions governing the options, subject to
the provisions of the 1985 Plan, are among the matters currently
determined by the relevant Plan administrative committee (which will be
the Compensation Committee under the Amended 1985 Plan, except with
respect to the automatic formula grants provided to non-employee
Directors). Accordingly, it is not possible to state the amount of stock
options to be received by any key employee or group of employees.
Information relating to the most recent grants of stock options is set
forth below under "Information Concerning Certain 1993 Grants."

The exercise price for ISOs under the 1985 Plan is not less than the
fair market value of the stock at the time of grant; for non-ISOs, the
exercise price is the amount set by the Compensation Committee, but not
less than one-half of such fair market value.

Under the 1985 Plan, the aggregate fair market value (determined as of
the time an option is granted) of stock for which ISOs may be granted to
an individual that are exercisable for the first time in any one year may
not exceed $100,000.

Options may not be granted to employees or Directors who own more than
10% of the voting power of the Company or any subsidiary. As of February
18, 1994 there are 204 participants (including employee Directors) who
participate in the 1985 Plan and 16 non-employee Directors.

Options granted under the 1985 Plan are exercisable for a period of ten
years from the date of grant or such shorter periods as the Compensation
Committee may establish as to any or all shares subject to any option.
Under the 1985 Plan, except with respect to certain ISOs granted prior to
1987, all options to employees (including employee Directors) are
exercisable immediately upon grant unless the Compensation Committee
provides otherwise.

An option may be exercised all at one time or in parts. The exercise
price for shares subject to option must be paid in cash, except that under
the 1985 Plan, the Compensation Committee may, but need not, permit
payment with Common Stock and the terms of an option may, but need not,
permit the grantee to borrow the exercise price from the Company, at a
rate of interest specified at the time of the grant (or at a rate
determined under a formula so specified). Under the 1985 Plan, an
employee who exercises a non-ISO may elect, subject to such rules as may
be adopted by the Compensation Committee, to have the Company withhold
shares of Common Stock, or to transfer shares of Common Stock to the
Company, to satisfy tax liabilities arising from the exercise of such
options.

Under the 1985 Plan, on termination of employment, an employee to whom
an ISO has been granted may, at any time within three months after the
date of termination but not later than the date of expiration of the
option, exercise the option and still retain the tax benefits accorded
such options. If an employee holding such an option terminates employment
by reason of death or disability, the period for such exercise is twelve
months. Options not exercised within these periods after termination of
employment remain exercisable until their original expiration date unless
provided for otherwise in the option agreement, but no longer qualify for
special tax treatment. However, all options held by the grantee at the
time of death cease to be exercisable twelve months after death. Options
are not transferable except on the death of the grantee, by will or the
laws of descent and distribution.

The Board of Directors may terminate, suspend, amend or revise the
1985 Plan without approval by the shareholders of the Company with respect
to any shares as to which options have not been granted except where
shareholder approval is required to comply with Rule 16b-3 under the
Exchange Act, and in certain other limited circumstances. The Board may
not, without the consent of the holder of an option, alter or impair
rights under any option previously granted except as authorized in the
1985 Plan.

TEXT OF THE AMENDED 1985 PLAN

The text of the Amended 1985 Plan is attached to this Proxy Statement
as Exhibit A and is incorporated herein by reference. The foregoing
description of the 1985 Plan, including the 1985 Plan Amendments thereto,
is a summary only and is qualified in its entirety by reference to such
exhibit.

INFORMATION CONCERNING CERTAIN GRANTS MADE IN 1993
AND DESCRIPTION OF CERTAIN AMENDED
PLAN BENEFITS

On June 28, 1993, August 10, 1993 and August 13, 1993, options to
purchase an aggregate of 2,651,000 shares of Common Stock were granted to
a total of 153 key employees, including all of the executive officers of
the Company, by the Compensation Committee, and automatically to 16
non-employee Directors. Each such option has an exercise price of $28.25,
$30.9375, or $31.3125, respectively, per share , which in each case was
the average sale price per share of Common Stock on the date of grant.

As noted above, all of the foregoing options remain subject to
approval by shareholders of the 1985 Plan Amendments.

The benefits to be derived from the Amended 1985 Plan to the eligible
participating individuals and groups cannot be estimated, as option grants
(with the exception of non-employee Directors) will be made in the sole
discretion of the Compensation Committee, based on a variety of factors.
In addition, the value of any option grant will depend on the market
performance of the Common Stock. For information with respect to 1993
grants to the Named Executive Officers, see "Stock Option Plans-Option
Grants in 1993". With respect to all executive officers as a group,
options to purchase 1,053,500 shares were granted. Based on an average
market price of $30.375 on February 18, 1994 the dollar value of the
shares underlying these options was $32,000,063. With respect to all
non-executive officer Employees as a group, options to purchase 1,437,500
shares of Common Stock were granted. Based on the February 18, 1994
average market price, the value of shares underlying these options was
$43,664,063.

The Amended 1985 Plan will provide all non-employee Directors as of
August 10, 1993 and each newly elected or appointed non-employee Director
with an automatic one-time grant of options to purchase 10,000 shares of
Common Stock. As of August 13, 1993, such grants amounting to 160,000
shares had been made to a total of 16 non-employee Directors, and the
dollar value of the shares underlying such a grant at February 18, 1994,
was $303,750 ($4,860,000 in the aggregate for all such grants to
non-employee Directors).

CERTAIN FEDERAL INCOME TAX CONSEQUENCES
OF STOCK OPTIONS

The following discussion of certain relevant federal income tax
effects applicable to stock options granted under the 1985 Plan is a brief
summary only, and reference is made to the Code and the regulations and
interpretations issued thereunder for a complete statement of all relevant
federal tax consequences.

INCENTIVE STOCK OPTIONS

No taxable income will be realized by an option holder upon the grant
or timely exercise of an ISO. If shares are issued to an option holder
pursuant to the timely exercise of an ISO and a disqualifying disposition
of such shares is not made by the option holder (i.e., no disposition is
made within two years after the date of grant or within one year after the
receipt of shares by such option holder), then (i) upon sale of the
shares, any amount realized in excess of the exercise price of the ISO
will be taxed to the option holder as a long-term capital gain and any
loss sustained will be long-term capital loss, and (ii) no deduction will
be allowed to the Company. However, if shares acquired upon the timely
exercise of an ISO are disposed of prior to satisfying the holding period
described above, generally (a) the option holder will realize ordinary
income in the year of disposition in an amount equal to the excess (if
any) of the fair market value of the shares at the time of exercise (or,
if less, the amount realized on the disposition of the shares) over the
exercise price thereof, and (b) subject to the provisions of Section
162(m) of the Code, the Company will be entitled to deduct an amount equal
to such income. Any additional gain recognized by the option holder upon
a disposition of shares prior to satisfying the holding period described
above will be taxed as a short-term or long-term capital gain, as the case
may be, and will not result in any deduction for the Company.

If an ISO is not exercised on a timely basis, the option will be
treated as a non-ISO. Subject to certain exceptions, an ISO generally
will not be exercised on a timely basis if it is exercised more than three
months following termination of employment.

The amount by which the fair market value of shares of the Common Stock
on the exercise date of an ISO exceeds the exercise price generally will
constitute an item which increases the option holder's "alternative
minimum taxable income".

In general, the Company will not be required to withhold income or
payroll taxes on the timely exercise of an ISO.

OPTIONS THAT DO NOT QUALIFY
AS INCENTIVE STOCK OPTIONS

In general, an optionee will not be subject to tax at the time a non-ISO
is granted. Upon exercise of a non-ISO where the exercise price is paid
in cash, the optionee generally must include in ordinary income at the
time of exercise an amount equal to the excess, if any, of the fair market
value of the shares of Common Stock at the time of exercise over the
exercise price. The optionee's tax basis in the shares acquired upon
exercise will equal the exercise price plus the amount taxable as ordinary
income to the optionee. The federal income tax consequences of an
exercise of a non-ISO where the exercise price is paid in previously owned
shares of Common Stock are generally similar to those where the exercise
price is paid in cash. However, the optionee will not be subject to tax
on the surrender of such shares and the tax basis of the shares acquired
on exercise that are equal in number to the shares surrendered will be the
same as the optionee's tax basis in such surrendered shares.

Pursuant to the revised rules under Section 16(b) of the Exchange Act,
the purchase of shares of Common Stock upon exercise of an option by an
optionee who is subject to reporting under Section 16(a) of the Exchange
Act (generally an executive officer or Director of the Company) and would
be subject to liability under Section 16(b) of the Exchange Act (an
"Insider"), will not be deemed a "purchase" triggering a six-month period
of potential short swing liability. Accordingly, unless a non-ISO is
exercised during the six-month period following the date of grant of the
option, the shares would not be considered subject to a substantial risk
of forfeiture as a result of Section 16(b). Thus, in this context the
taxable event for the exercise of a non-ISO that has been outstanding for
at least six months ordinarily will be the date of exercise. If a non-ISO
is exercised within six months after the date of the grant, then, unless
the Insider files an election pursuant to Section 83(b) of the Code to be
taxed on the date of exercise under the general rule described above,
taxation ordinarily would be deferred until the date which is six months
after the date of grant and the amount of income would be based upon the
fair market value of the shares of Common Stock on such later date.

Subject to the provisions of Section 162(m) of the Code discussed
below, the Company generally will be entitled to a deduction in the amount
of an optionee's ordinary income at the time such income is recognized by
the optionee upon the exercise of a non-ISO. Income and payroll taxes are
required to be withheld on the amount of ordinary income resulting from
the exercise of a non-ISO.

As discussed above, effective for tax years beginning on or after
January 1, 1994, Section 162(m) of the Code may limit the Company's
ability to claim a corporate deduction upon exercise of a non-ISO or upon
the disqualifying disposition of an ISO. In general terms, Section 162(m)
denies a corporate deduction for certain compensation in excess of $1
million per year paid by a publicly traded corporation to the chief
executive officer and the four most highly compensated executive officers
other than the chief executive officer at the end of the taxable year.
Certain compensation, including certain performance-based compensation,
will be excluded from this deduction limit. Compensation with respect to
stock option plans that satisfy certain criteria will be considered
performance-based and will be excluded from the compensation taken into
account for purposes of the $1 million deduction limit. Consequently,
effective for tax years beginning with the 1994 tax year, the Company may
not be permitted to claim a corporate deduction for the full amount
realized upon exercise of options by the chief executive officer and the
four most highly compensated executive officers, other than the chief
executive officer, at the end of that tax year in the event that the
compensation with respect to the options exercised is not treated as
performance-based for purposes of Section 162(m).

SHAREHOLDER APPROVAL

As previously indicated, the 1985 Plan Amendments will become
effective if and when the shareholders approve the 1985 Plan Amendments.
If the 1985 Plan Amendments are not approved by the shareholders, the 1985
Plan will be continued as in effect prior to the 1985 Plan Amendments
described herein and the conditional grants discussed above will become
void.

THE BOARD OF DIRECTORS RECOMMENDS UNANIMOUSLY
A VOTE "FOR" THE 1985 PLAN AMENDMENTS

<PAGE>

3. PROPOSAL TO ADOPT MANAGEMENT INCENTIVE PLAN

The AFLAC Management Incentive Plan (the "Management Incentive Plan")
was initially approved by the Board of Directors in 1985. The purposes of
the Management Incentive Plan are to reinforce corporate, organizational
and business-development goals, to promote the achievement of year-to-year
and long-range financial and other business objectives, and to reward the
performance of individual officers and other employees in fulfilling their
personal responsibilities for long-range achievement.

DESCRIPTION OF PLAN

The description of the Management Incentive Plan summarized below is
qualified, in its entirety, by reference to the text of the Management
Incentive Plan as set forth in Exhibit B.

The Management Incentive Plan (unwritten) has been in effect at the
Company since 1985. It has now been modified and is being submitted to
shareholders at this time, to comply with certain provisions of the
recently enacted Revenue Act. As discussed above, pursuant to the Revenue
Act, Section 162(m) of the Code, denies deductions by an employer for
certain compensation in excess of $1 million per year. Certain
compensation, including compensation based on performance goals, is
excluded from this deduction limit. Among the requirements for
compensation to qualify for this exception, are the following; (1) the
material terms pursuant to which the compensation is to paid, including
the performance goals, must be disclosed to and approved by the
shareholders in a separate vote prior to the payment, and (2) prior to
payment, the Compensation Committee must certify that the performance
goals and any other material terms were satisfied. Accordingly, the
Management Incentive Plan is being submitted to the shareholders for
approval at the 1994 Annual Meeting. If the shareholders do not approve
the Management Incentive Plan, then the Management Incentive Plan will be
void.

The Management Incentive Plan provides for the granting of performance
awards to employees of the Company and its subsidiaries, including
employees who are also executive officers and Directors, and who possess
a capacity for contributing in substantial measure to the successful
performance of the Company. As of February 18, 1994, approximately 90
employees participate in the Management Incentive Plan.

The Management Incentive Plan is administered by the Compensation
Committee of the Board of Directors, which is composed entirely of
directors who are not employees of the Company. The Compensation
Committee selects the employees who participate in the Management
Incentive Plan and grants all awards under the Management Incentive Plan;
determines the terms and provisions, including the performance goals, of
such awards and the respective award agreements between the Company and
each participant (which need not be identical); construes and interprets
the Management Incentive Plan and such agreements; makes rules and
regulations in connection with the administration and operation of the
Management Incentive Plan, and makes all other determinations necessary or
desirable in administering the Management Incentive Plan.

For each fiscal year commencing with 1994, the Compensation Committee
will establish the performance goals that must be met during the fiscal
year as a condition of receipt of awards under the Management Incentive
Plan. Performance goals may include any or all of the following: (i)
attainment of an amount of "consolidated net earnings" (as defined below),
(ii) attainment of a percentage of "return on equity" (as defined below),
(iii) attainment of amounts of "operating earnings per share" (as defined
below), excluding all or a portion of the effects of translating foreign
currency of business segments to U. S. dollars for financial reporting
purposes; (iv) increases in the market price of Company Common Stock or
levels of total return to shareholders; and (v) attainment of goals
established based on the financial performance of individual subsidiaries
or business segments of the Company relating to increases in premium
income, investment income, total revenues, operating expenses, pretax
operating earnings, premiums in force, number of policies in force, new
sales and policy conversions (i.e., issuance of current policy contracts
to existing policy holders in exchange for surrender of policies issued in
prior years). With respect to participants who are not executive officers
of the Company, performance goals may also include personal performance
goals, but will not include personal goals with respect to "executive
officers" (as defined).

For purposes of the Management Incentive Plan "consolidated net
earnings" means the net earnings of the Company for the fiscal year
determined in accordance with generally accepted accounting principles and
reported in the Company's audited financial statements for such fiscal
year, but before any provision for the cumulative effect of accounting
changes required to be adopted by generally accepted accounting principles
in respect of such performance period; "operating earnings per share"
means net earnings per share of Common Stock, excluding both (i) the
effects of realized gains or losses on investments and (ii) the cumulative
effect of adopting required accounting changes; and "return on equity"
means the quotient obtained by dividing (i) consolidated net earnings for
a fiscal year by (ii) the average of common shareholders' equity of the
Company as of the beginning and the end of the fiscal year. Such common
shareholders' equity will exclude the effect of unrealized gains and
losses recognized in a separate equity component under Financial
Accounting Standards Board Statement No. 115.

The Compensation Committee will specify with respect to a fiscal year
the performance goals applicable to each award and minimum, target and
maximum levels applicable to each performance goal. The minimum level
reflects the level of performance at which 50% of the performance goal is
achieved and below which no payment will be made; the target level
reflects the level at which 100% of the performance goal is achieved; and
the maximum level reflects the level of performance at which 150% of the
performance goal is achieved. Awards for any fiscal year may be expressed
as a dollar amount or as a percentage of the participant's "annual base
salary". "Annual base salary" means: (i) with respect to any executive
officer, the annual rate of base salary of such executive officer in
effect as of the first day of any fiscal year (or, if an executive officer
was not employed as of the first day of a fiscal year, the annual rate of
base salary in effect as of such executive officer's first day of
employment); and (ii) with respect to any other participant, unless
otherwise determined by the Company, the base salary paid to such
participant during any fiscal year.

Unless otherwise provided by the Compensation Committee in connection
with specified terminations of employment, or upon the occurrence of a
"change in control" (as defined), awards will be made only if and to the
extent the performance goals established for the particular fiscal year
have been attained. Notwithstanding the foregoing, any participant who is
a "covered employee", as defined in section 162 (m) (3) of the Code
(generally, the chief executive officer and the four most highly
compensated executive officers, other than the chief executive officer, at
the end of the fiscal year), may not receive an award for any fiscal year
that exceeds 105% of his or her annual base salary. Awards will be paid
to participants, in cash, within a reasonable period of time following the
end of the fiscal year to which the awards relate.

The Management Incentive Plan may be amended, suspended or terminated
at any time by the Board of Directors or the Committee, provided, however,
that no amendment that requires shareholder approval in order for the
Management Incentive Plan to comply with section 162(m) of the Code will
be effective unless the amendment is so approved.

The Management Incentive Plan will terminate at the end of the 1998
fiscal year, but payment with respect to all awards previously granted
under the Management Incentive Plan will be paid out pursuant to the terms
of the Management Incentive Plan.

Inasmuch as performance goal criteria may vary from year to year, and
awards may vary from participant to participant, benefits under the
Management Incentive Plan are not determinable. Bonuses paid to the Named
Executive Officers in respect of the 1993 fiscal year, however, are noted
in the Summary Compensation Table on page 13.

THE BOARD OF DIRECTORS RECOMMENDS UNANIMOUSLY A VOTE "FOR"
APPROVAL OF THE MANAGEMENT INCENTIVE PLAN

<PAGE>

4. RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS

The Board of Directors of the Company, in accordance with the
recommendation of its Audit Committee, none of whom is an employee of the
Company, has reappointed KPMG Peat Marwick, Certified Public Accountants,
as independent auditors for the Company, subject to ratification by the
shareholders.

In connection with its audit of the Company's financial statements for
the year ended December 31, 1993, included in the Company's Annual Report
to Shareholders, KPMG Peat Marwick reviewed the Company's filings with the
Securities and Exchange Commission, the Tokyo Stock Exchange and the
Ministry of Finance of Japan and conducted timely reviews of quarterly
reports to shareholders.

Representatives of KPMG Peat Marwick are expected to be present at the
1994 Annual Meeting of Shareholders with the opportunity to make a
statement if they so desire. Such representatives are expected to be
available to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS UNANIMOUSLY A VOTE "FOR"
RATIFICATION OF THE SELECTION OF SUCH FIRM
AS THE COMPANY'S INDEPENDENT AUDITORS

<PAGE>

5. OTHER MATTERS

Management does not intend to bring any other matter before the meeting,
and does not know of any other matter which is proposed to be brought
before the meeting. However, should any other matter properly come before
the meeting, the persons named in the enclosed proxy will have
discretionary authority to vote all proxies in accordance with their
judgment on such matter.

SHAREHOLDER PROPOSALS

For a shareholder's proposal to be included in the Company's proxy
statement for the 1995 Annual Meeting of Shareholders, the shareholder
must follow the procedures of Rule 14a-8 under the Exchange Act and the
proposal must be received by the Secretary of the Company by November 18,
1994.

ANNUAL REPORT

The Company has mailed to each shareholder entitled to vote at the 1994
Annual Meeting of Shareholders a copy of its Annual Report. A copy of the
Company's Form 10-K is available at no charge to all shareholders. For a
copy write to:

Kenneth S. Janke, Jr.
Senior Vice President, Investor Relations
AFLAC Incorporated
Worldwide Headquarters
Columbus, Georgia 31999

By Order of the Board of Directors,

Joey M. Loudermilk
Secretary
March 10, 1994

Exhibit A

AFLAC INCORPORATED AMENDED 1985
STOCK OPTION PLAN

I. ESTABLISHMENT OF THE 1985 PLAN
AFLAC Incorporated (hereinafter called "the Company") has
amended and restated the Stock Option Plan, as amended (1985)
(the "1985 Plan") and has renamed it the AFLAC Incorporated
Amended 1985 Stock Option Plan (hereinafter called "the Amended
1985 Plan") upon the terms and conditions hereinafter stated.

II. PURPOSES OF THE 1985 PLAN

The purposes of the Amended 1985 Plan are: (1) to encourage
stock ownership by selected key employees and directors of the
Company; (2) to provide an incentive for such employees to
expand and improve the growth and prosperity of the Company and
its Subsidiary Companies; (3) to assist the Company and its
Subsidiary Companies in obtaining and retaining such employees
and directors; and (4) to build a proprietary interest among
the Company's Non-Employee Directors and thereby secure for the
Company's shareholders the benefits associated with common stock
ownership by those who will oversee the Company's future growth
and success. The provisions of the Amended 1985 Plan are
intended to satisfy the requirements of Section 16(b) of the
Exchange Act and Rule 16b-3 promulgated thereunder.

III. DEFINITIONS

A. "Advisory Director" means a director of the Company
appointed by the Board pursuant to the by-laws of the
Company.

B. "Board" means the Board of Directors of the Company, and
includes the Executive Committee of the Board as to any
matter in regard to which the Executive Committee may
lawfully exercise the powers of the full Board.

C. "Capital Stock" means shares of the common stock ($.10 par
value), of the Company.

D. "Code" means the Internal Revenue Code of 1986 (or any
successor federal tax law) as from time to time amended.

E. "Committee" means the Compensation Committee established
by the Board pursuant to Article V(A) hereof.

F. "Exchange Act" means the Securities Exchange Act of 1934,
as amended.

G. "Fair Market Value" means the fair market value of the
shares of Capital Stock as determined by the Committee in
its sole discretion; provided, however, that if the shares
of Capital Stock are admitted to trading on national
securities exchanges, the Fair Market Value on any date
shall be the average of the high and low sale prices as
reported in the Wall Street Journal for the shares of
Capital Stock on such date or on the last day preceding
such date on which a sale was reported.

H. "Grantee" means an individual to whom an Option is granted
under the Amended 1985 Plan.

I. "Non-Employee Director" means a director (including an
Advisory Director) of the Company who is not an employee
of the Company or any Subsidiary Company.

J. "Option" means a right granted to purchase Capital Stock
under the Amended 1985 Plan. An Option may be either an
Incentive Option or a Non-Qualifying Option (as both terms
are defined in Article IV hereof).

K. "Rule 16b-3" means Rule 16b-3 promulgated under the
Exchange Act.

L. "Subsidiary Company" means a subsidiary of the Company
that, at the time of granting the Option in question,
meets the definition of a "subsidiary corporation" in
Section 424(f) of the Code.

IV. TYPES OF OPTION

The Amended 1985 Plan provides for both:

A. "Incentive Options"; that is, options intended to qualify
as "incentive stock options" under the provisions of
Section 422 of the Code, and

B. "Non-Qualifying Options"; that is, non-qualified stock
options that do not qualify as incentive stock options
under the provisions of Section 422 of the Code.

V. ADMINISTRATION OF THE AMENDED 1985 PLAN

A. The Amended 1985 Plan shall be administered by the
Committee comprised of not fewer than two directors of the
Company who shall be appointed by and shall serve at the
pleasure of the Board, and who shall meet all requirements
for qualification as "disinterested administration" within
the meaning of Rule 16b-3.

B. The Committee may grant Options under the Amended 1985
Plan and shall have the authority, within the limitations
of the Amended 1985 Plan, as amended or modified from time
to time, to determine:
1. which of the eligible individuals will be granted
Options under the Amended 1985 Plan,
2. whether Incentive Options or Non-Qualifying Options
are to be granted in a particular case,
3. the number of shares that may be purchased under each
Option,
4. the Fair Market Value at the time of grant of the
shares subject to each Option,
5. the exercise price to be paid for shares subject to
Options, such exercise price to be determined in
accordance with Article IX, and
6. the terms and provisions of individual option
agreements (which need not be identical).

The Committee shall also have the power to make all other
determinations, and to establish any rules, regulations, or
policies consistent with the terms of the Amended 1985
Plan, necessary or advisable for administering the Amended
1985 Plan, including policies concerning whether
interruption of service for military or public service,
leaves of absence, temporary assignment to other
employment, or similar reasons shall constitute a
termination or interruption of employment for purposes of
the Amended 1985 Plan.

C. In determining the employees to whom Options shall be
granted, the type of Options to be granted in each case,
and the number of shares to be covered by each Option, the
Committee shall take into consideration the employee's
duties and responsibilities, his or her present and
potential contribution to the growth and success of the
Company or a Subsidiary Company and such other factors
as the Committee may deem relevant to accomplish the
purposes of the Amended 1985 Plan.

D. The Committee shall act by vote or written consent of a
majority of its members. Subject to the express provisions
and limitations of the Amended 1985 Plan, the Committee may
adopt such rules, regulations and procedures as it deems
advisable for the conduct of its affairs and may appoint
one of its members to be chairman and any person whether or
not a member, to be its secretary or agent.

E. The decisions of the Committee shall be final and binding.
The date of Committee action approving a grant of an Option
shall be deemed the date of grant. No member of the
Committee and no member of the Board shall be liable for
any action taken, or determination made in good faith
related to the Amended 1985 Plan, and the Company shall
indemnify, to the fullest extent permitted by law, any
Committee or Board member for any expenses borne by him or
her (including costs of any proceeding or threatened
proceeding), or claim made against him or her, arising out
of actions related to the Amended 1985 Plan.

VI. ELIGIBILITY

The individuals to whom Options may be granted shall be key
employees (including Directors who are employees), of the
Company or of a Subsidiary Company. Pursuant to Article XIII
hereof, automatic awards shall be granted to Non-Employee
Directors. No Options shall be granted to an employee or
director of the Company or of a Subsidiary Company who owns,
directly or indirectly, more than 10% of the voting power of
all classes of stock of either (i) the Company or (ii) any
Subsidiary Company, and no Options shall be granted to any
person who is not a Director of the Company or a full-time
salaried employee of the Company or of a Subsidiary Company.

VII. CAPITAL STOCK SUBJECT TO OPTION

The aggregate number of shares of Capital Stock that may be
issued pursuant to Options granted under the Amended 1985 Plan
shall not exceed 8,770,832 shares, which number of shares is
subject to adjustment as hereinafter provided in Article XIX.
If an Option as to any shares is surrendered before exercise, or
expires, or is canceled, surrendered, or otherwise terminates
for any reason without having been exercised in full, or for any
reason ceases to be exercisable, the number of unpurchased
shares covered thereby shall, unless the Amended 1985 Plan shall
have been terminated, again become available for the granting of
Options under the Amended 1985 Plan within the aggregate maximum
stated above (without regard to whether the expired or
terminated option was an Incentive Option or a Non-Qualifying
Option) to the extent permitted by Rule 16b-3. Notwithstanding
the foregoing, commencing with the 1994 calendar year, grants
of options under the Amended 1985 Plan to any individual shall
be limited to Options to purchase no more than 450,000 shares of
Capital Stock per calendar year.

VIII. DURATION AND TERM OF PLAN

Subject to the other provisions of the Amended 1985 Plan,
Options may be granted under the Amended 1985 Plan at any time
and from time to time during the period beginning on the date of
adoption by the Board of Directors, and ending at the close of
business on February 1, 1997, at which time the Amended 1985
Plan shall terminate. Termination of the Amended 1985 Plan
either by reason of this Article or Board resolution under
Article XX shall not affect any Options previously granted and
such Options shall remain in effect until they have been fully
exercised, are surrendered, or expire by their terms.

IX. EXERCISE PRICE

The price to be paid on exercise for each share of Capital Stock
purchasable under any Option granted under the Amended 1985 Plan
shall be:

A. In the case of an Incentive Option, not less than the Fair
Market Value thereof at the time the Incentive Option is
granted. In determining such Fair Market Value the
Committee shall comply with such rules and regulations as
may be promulgated by the Internal Revenue Service for such
determinations concerning "incentive stock options," as
defined in Section 422 of the Code.

B. In the case of a Non-Qualifying Option, the price
determined by the Committee, but such price may not be less
than one-half of the Fair Market Value thereof at the time
the Non-Qualified Option is granted.

X. TERMS OF THE OPTION

A. Each Option granted pursuant to the Amended 1985 Plan shall
state the total number of shares of Capital Stock that may
be purchased under it, which number shall be subject to
adjustment as hereinafter provided in Article XIX.

B. Subject to the limitations of the Amended 1985 Plan, as
amended or modified from time to time, every Option granted
under the Amended 1985 Plan shall be evidenced by written
option certificates in such form, and containing such
agreements, terms and conditions (which need not be
identical) as the Committee, in its discretion, may
determine, and the Committee may condition the grant of any
Option on execution by the Grantee of such documents as it
judges appropriate to evidence the Grantee's acceptance of
such agreements, limits and conditions.

XI. SPECIAL RULES FOR INCENTIVE OPTIONS

Notwithstanding any other provision of the Amended 1985 Plan, in
the case of any Incentive Option granted under the Plan:

A. The aggregate Fair Market Value (determined as of the time
the Option is granted) of the shares of Capital Stock with
respect to which Incentive Options (or other options
qualifying as "incentive stock options" under Section 422
of the Code) are exercisable for the first time by the
Grantee during each calendar year (under all option plans
of the Company and its Subsidiary Companies) shall not
exceed $100,000 as computed in accordance with Section 422
of the Code and the regulations thereunder.

B. If any Grantee disposes of shares of Capital Stock acquired
on the exercise of an Incentive Option by sale or exchange
either:

1. within two years after the date of the grant of the
Option under which such shares were acquired, or
2. within one year after the transfer of the shares so
acquired, such Option will no longer qualify for the
favorable tax treatment provided to an "incentive
stock option" (within the meaning of Section 422 of
the Code). In such event, the Grantee shall promptly
notify the Company of such disposition and of the
amount realized and of the adjusted basis in such
shares.

XII. EXERCISABILITY AND DURATION OF OPTIONS

A. Exercisability. Unless an Option provides otherwise, each
Option granted under the Amended 1985 Plan shall be
exercisable in its entirety immediately on the date of
grant.

B. Duration of Exercisability. Unless an Option provides
otherwise, the unexercised portion of any Option granted
under the Amended 1985 Plan shall automatically and
without notice terminate and become null and void on the
earliest to occur of the following:

1. Ten years from the date of grant or the expiration of
such shorter period of time as the Option may provide;

2. a. In the case of an Incentive Option, three months
following the date of termination of the
Grantee's employment with the Company, or twelve
months in the case of:
(i) an employee who is disabled (within the
meaning of Section 422(c)(6) of the Code) on
the date of termination, or
(ii) an employee whose death occurs during his or
her employment with the Company.
b. Incentive Options not exercised prior to the
dates specified in Article XII(B)(2)(a) remain
exercisable until the date determined in
accordance with Article XII(B)(1) and (3), but
will not qualify for the favorable tax treatment
provided for incentive stock options within the
meaning of Section 422 of the Code.

3. Twelve months after the death of the Grantee.

XIII. NON-EMPLOYEE DIRECTOR OPTIONS

Notwithstanding any of the other provisions of the Amended 1985
Plan to the contrary, the provisions of this Article XIII shall
apply only to grants of Options to Non-Employee Directors.
Except as set forth in this Article XIII, the other provisions
of the Amended 1985 Plan shall apply to grants of Options to
Non-Employee Directors to the extent not inconsistent with this
Article. For purposes of interpreting the applicable provisions
of the Amended 1985 Plan, a Non-Employee Director's service as
a member of the Board shall be deemed to be employment with the
Company or its Subsidiary Companies.

A. General. Non-Employee Directors shall receive
Non-Qualifying Options in accordance with this Article and
may not be granted Incentive Options under the Amended 1985
Plan. The purchase price per share of Capital Stock
purchasable under Options granted to Non-Employee Directors
shall be the Fair Market Value of a share of Capital Stock
on the date of grant. No Option agreement with any
Non-Employee Director may alter the provisions of this
Article and no Option granted to a Non-Employee Director
may be subject to a discretionary acceleration of
exercisability.

B. Initial Grant. As of August 10, 1993 each Non-Employee
Director as of such date shall be granted automatically,
without action by the Committee, an Option to purchase
10,000 shares of Capital Stock.

C. Grants to New Non-Employee Directors. Each Non-Employee
Director who, after August 10, 1993, is elected to the
Board for the first time by the stockholders of the
Company at any special or annual meeting of stockholders
or, if earlier, is appointed to the Board, will, at the
time such Non-Employee Director is elected or appointed
(as the case may be) and duly qualified, be granted
automatically, without action by the Committee, an Option
to purchase 10,000 shares of Capital Stock.

D. Vesting. Each Option shall be exercisable as to 20% of the
shares of Capital Stock covered by the Option as of the
date the Option is granted, and an additional 20% of
the shares of Capital Stock covered by the Option on each
of the first four anniversaries of the date the Option is
granted; provided, however, that upon a Non-Employee
Director's cessation of service by reason of retirement,
such Non-Employee Director's Option shall be 100% vested
and immediately exercisable. To the extent not exercised,
installments shall accumulate and be exercisable, in whole
or in part, at any time after becoming exercisable, but not
later than the date the Option expires.

E. Duration. Subject to the immediately following sentence,
each Option granted to a Non-Employee Director shall be for
a term of 10 years. Upon the cessation of a Non-Employee
Director's membership on the Board for any reason, Options
granted to such Non-Employee Director not then exercisable
shall expire, and Options to the extent then exercisable
may be exercised until the expiration of the respective
terms of such Options. The Committee may not provide for
an extended exercise period beyond the periods set forth in
this Article XIII(E).

XIV. NON-ASSIGNABILITY

Options shall not be transferable by a Grantee except by will or
the laws of descent and distribution, and during a Grantee's
lifetime shall be exercisable only by such Grantee. Options
transferred by will or by the laws of descent and distribution
may be exercised after the Grantee's death only by his or her
executors or administrators, or by the person who acquired the
right to exercise such Options by bequest or inheritance or by
reason of the death of the Grantee.

XV. PAYMENT FOR SHARES

A. Payment in full of the purchase price for the shares
purchased pursuant to the exercise of any Option shall be
made, in accordance with Article XVI, upon exercise of
the Option. All shares sold under the Amended 1985 Plan
shall be fully paid and non-assessable.

B. The terms of any Option granted under the Amended 1985 Plan
(other than Options granted to Non-Employee Directors
pursuant to Article XIII hereof), may, but need not,
include an arrangement whereby the Grantee may, upon
exercise of an Option, borrow all or an established part of
the purchase price from the Company on such terms described
in the Option agreement, consistent with applicable law or
regulations, as the Committee shall from time to time
determine. The principal amount of any such loan shall
bear interest at a rate (or at a rate established by a
formula) set forth in the Option agreement.

C. The terms of the Options granted to Non-Employee Directors
pursuant to Article XIII hereof shall permit Non-Employee
Directors, upon exercise of their Options, to pay the
purchase price by tender of shares of Capital Stock of the
Company owned by such Non-Employee Directors. The terms of
any Option granted under the Amended 1985 Plan to any other
Grantee, may, but need not, permit the Grantee, under
procedures established by the Committee, upon exercise of
an Option, to pay the purchase price by tender of shares of
Capital Stock of the Company owned by the Grantee. In
either case, the current Fair Market Value of the shares
tendered as of the date of the Company's receipt of notice
of exercise, given pursuant to Article XVI(A), shall be
treated as payment of the corresponding amount of the
purchase price of the shares being acquired under the
Option.

D. Subject to such rules as may be adopted by the Committee,
a Grantee (other than a Non-Employee Director) who will
incur federal, state or local income tax liability as a
result of the exercise of a Non-Qualifying Option may, at
his or her option, elect to have the Company withhold, or
to transfer to the Company, on the date that the amount
of such tax liability is determined, shares of Capital
Stock of the Company equal in market value to an amount not
exceeding the maximum amount payable under federal, state
and local marginal tax rates applicable to the Grantee and
the particular Option exercise transaction. The election
must be made on or before the date that the amount of tax
to be withheld is determined. The value of the shares of
Capital Stock to be withheld by, or transferred to, the
Company shall be valued at Fair Market Value as of
the date that the amount of the tax is determined.

XVI. MANNER OF EXERCISE

A. To exercise an Option granted under the Amended 1985 Plan
as to all or part of the shares covered thereby, a Grantee
(or after his or her death, the person authorized to
exercise the Option, as provided in Article XII) shall
deliver written notice of such exercise to the Company
official designated by the Committee (or, in the absence of
such designation, to the Secretary of the Company). The
notice shall identify the Option being exercised and
specify the number of shares then being purchased. The
date of receipt of such notice shall be deemed the date of
exercise.

B. The notice of exercise shall be accompanied by payment of
the amount of the aggregate purchase price of the shares
being purchased under the Option being exercised in one of
the following forms:

1. A check or money order payable to the order of the
Company for such amount;
2. If the terms of the Option being exercised expressly
permit borrowing from the Company for exercise of the
Option, the Grantee's note for such amount, such note
to include such terms, including terms related to time
of payment and interest, and to be in such form, as is
prescribed by the Committee, consistent with the terms
of the Option; or
3. If the terms of the Option being exercised expressly
permit payment with shares of Capital Stock for
exercise of the Option, tender of shares of Capital
Stock of the Company with Fair Market Value on the
date of exercise equal to or exceeding such amount,
such tender to be made in conformity with the
applicable terms of the Option and with such
requirements as the Committee may prescribe.

C. The Committee shall have full authority to direct the
proper officers of the Company to issue or transfer shares
of Capital Stock pursuant to the exercise of an Option
granted under the Amended 1985 Plan. As soon as
practicable after its receipt of such notice and payment,
the Company shall cause the shares so purchased to be
issued to the Grantee or to the person authorized to
exercise the Option after his or her death, as the case may
be, and shall promptly thereafter cause one or more
certificates for such shares to be delivered to such
Grantee or other person. The holding periods referred to
in Article XI(B)(1) and (2) shall be measured from the
date of issuance.

XVII. VOTING AND DIVIDEND RIGHTS

No Grantee of any Option shall have any voting or dividend
rights or any other rights of a stockholder in respect of any
shares of Capital Stock covered by an Option prior to the time
that his or her name is recorded on the Company's stockholder
ledger as the holder of record of such shares acquired pursuant
to an exercise of an Option.

XVIII. CONDITIONS ON GRANTEE'S SALE OF SHARES

A. Unless the Company has filed an effective Registration
Statement, pursuant to the Securities Act of 1933, covering
the shares offered under the Amended 1985 Plan, each
Grantee purchasing shares shall be required to represent to
the Company at that time that he or she is acquiring such
shares for investment purposes and not with a view to their
sale or distribution, and each certificate for such shares
shall have printed or stamped thereon appropriate language,
as determined by the Committee, stating such restriction.

B. The Committee may in its discretion require the Grantee, on
any exercise of an Option granted hereunder or any portion
thereof and as a condition to the Company's obligation
to accept the notice of exercise and to deliver
certificates representing the shares subject to exercise,
to take such action as is, in its sole judgment, necessary
or prudent to insure that issuance of the shares of Capital
Stock pursuant to exercise of the Option will be in
compliance with applicable law.

XIX. EFFECT OF CHANGE IN CAPITAL STOCK

The aggregate number of shares of Capital Stock available for
Option under the Amended 1985 Plan, the shares subject to any
Option, and the price per share, shall all be proportionately
adjusted for any increase or decrease in the number of shares of
Capital Stock issued subsequent to the effective date of the
Amended 1985 Plan or the effective date of any shareholder
approved increase in the number of shares available for
issuance under Options granted under the Amended 1985 Plan,
resulting from a subdivision or consolidation of shares or any
other capital adjustment, the payment of a stock dividend or
other increases or decreases in such shares effected without
receipt of consideration by the Company. A change in the number
of shares, and/or a change in the price per share, subject
to an Option shall also be made in order to reflect any
reduction in the Fair Market Value of shares subject to an
Option in any case in which (a) such reduction arises on account
of a "corporate transaction" as defined in Treasury
Regulations Section 1.425-1(a)(1)(ii), (b) the excess of the
aggregate Fair Market Value (determined immediately after such
corporate transaction) of the shares subject to the Option
immediately after such change over the aggregate new Option
exercise price of such shares is not more than the excess of the
aggregate Fair Market Value of the shares subject to the Option
immediately before the transaction over the aggregate former
Option price of such shares, (c) the ratio of the Option
exercise price to the Fair Market Value of the stock subject to
the Option immediately after the corporate transaction is not
more favorable to the Grantee on a share-by-share comparison
than the ratio of the old Option exercise price to the Fair
Market Value of the stock subject to the Option immediately
before such transaction, (d) the Option after such change does
not give the Grantee additional benefits that he or she did not
have before such change, and (e) in the case of an Incentive
Option, such change does not constitute a modification of the
Option within the meaning of Section 424 of the Code. If the
Company or a Subsidiary Company issues or assumes a stock option
in a transaction to which Section 424(a) of the Code applies,
the per share Option price, the date or dates of exercise and
the other provisions of such Option shall be as fixed by the
Committee so as to meet the requirements of that section.

XX. AMENDMENT AND DISCONTINUANCE

The Board, by resolution, may terminate, suspend, amend or
revise the Amended 1985 Plan with respect to any shares of
Capital Stock, as to which Options have not been granted;
provided, however, that, except as provided in Article XIX
hereof, no amendment shall be effective unless approved by the
stockholders of the Company where stockholder approval of such
amendment is required (a) to comply with Rule 16b-3 or (b) to
comply with any other law, regulation or stock exchange rule.
Notwithstanding anything in this Article XX to the contrary,
Article XIII shall not be amended more than once in any
six-month period, other than to comport with changes in the
Code, the Employee Retirement Income Security Act of 1974, as
amended, or the rules or regulations thereunder. The Board or
Committee may not, without the consent of the Grantee of an
Option, alter or impair rights under any Option previously
granted under the Amended 1985 Plan except as expressly
authorized herein.

XXI. EMPLOYMENT RIGHTS

Neither the Amended 1985 Plan, nor the grant of any Options
hereunder nor any action taken by the Committee of the Board in
connection with the Amended 1985 Plan, shall create any right on
the part of any person to continue in the employ of (or as a
director of) the Company or a Subsidiary Company, or affect the
right of the Company to terminate a Grantee's employment (or
directorship) at any time, subject to the provisions of law or
any contract of employment between the Company and the Grantee.

XXII. GOVERNING LAW

A. All references to a provision of a statute or regulation
incorporate subsequent amendments and apply also to
corresponding successor provisions, however denominated.

B. The Amended 1985 Plan and all Options granted under the
Amended 1985 Plan shall be governed by, and construed in
accordance with, the laws of the State of Georgia, except
to the extent that federal law is controlling, and provided
that the terms of the Amended 1985 Plan and all Options
granted under it shall be construed so as to qualify for
exemption under Rule 16b-3 and, in the case of any
Incentive Options, for treatment as an incentive stock
option under Section 422 of the Code.

XXIII. EFFECTIVE DATE OF THE PLAN

A. The 1985 Plan became effective on May 30, 1985, being the
date of adoption by the Board of Directors, subject,
however, to the approval by the Company's stockholders
within twelve (12) months thereafter, such approval to be
manifested by a vote sufficient to satisfy the federal tax
and Securities and Exchange Commission ("SEC") requirements
then in effect related to shareholder approval of stock
option plans under the rules for incentive stock options
and Rule 16b-3, respectively, which approval was so given
at the stockholders' meeting held on April 28, 1986.

B. The extension of the 1985 Plan's duration from May 30,
1995, to February 1, 1997, and certain other amendments
approved by the Board on February 10, 1987, took effect on
the approval by the Company's stockholders, which approval
was so given at the stockholders' meeting held on April 27,
1987.

C. The amendment and restatement of the 1985 Plan to increase
the maximum number of shares of Capital Stock that may be
granted thereunder, to change the administration of the
1985 Plan by reducing from two to one the number of
committees administering the 1985 Plan, and by eliminating
the award of discretionary grants to Non-Employee
Directors, and to provide instead for automatic formula
grants to Non-Employee Directors, to amend the 1985 Plan to
satisfy certain requirements of Rule 16b-3 and to make
certain other amendments, approved by the Board on August
10, 1993, and the subsequent amendment and restatement of
the 1985 Plan, to comply with certain provisions of the
Omnibus Budget Reconciliation Act of 1993 regarding the
exclusion of certain compensation from the $1 million
dollar per year compensation deduction limit for certain
executives, approved by the Board on February 8, 1994,
shall take effect only on approval by the Company's
stockholders on or before April 25, 1994, such approval to
be manifested by a vote sufficient to satisfy the federal
tax and SEC requirements then in effect related to
shareholder approval of stock option plans under the rules
for incentive stock options and Rule 16b-3, respectively.

Exhibit B

AFLAC INCORPORATED
MANAGEMENT INCENTIVE PLAN

1. PURPOSES.

The purposes of the AFLAC Incorporated Management Incentive Plan are
to reinforce corporate, organizational and business-development
goals; to promote the achievement of year-to-year and long-range
financial and other business objectives; and to reward the
performance of individual officers and other employees in fulfilling
their personal responsibilities for long-range achievements.

2. DEFINITIONS.

The following terms, as used herein, shall have the following
meanings:

(a) "AFLAC" shall mean AFLAC Incorporated, a Georgia corporation.

(b) "Annual Base Salary" shall mean: (i) with respect to any
Executive Officer, the annual rate of base salary of such
Executive Officer in effect as of the first day of any
Performance Period (or, if an Executive Officer was not employed
as of the first day of a Performance Period, the annual rate of
base salary in effect as of such Executive Officer's first day
of employment); and (ii) with respect to any other Participant,
unless otherwise determined by the Company, the base salary paid
to such Participant during any Performance Period.

(c) "Award" shall mean an annual incentive compensation award,
granted pursuant to the Plan, which is contingent upon the
attainment of Performance Goals with respect to a Performance
Period.

(d) "Award Agreement" shall mean any written agreement, contract, or
other instrument or document between AFLAC and a Participant
evidencing an Award.

(e) "Board" shall mean the Board of Directors of AFLAC.

(f) "Change in Control" shall mean the occurrence of an event
described in Section 6(f) hereof.

(g) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(h) "Committee" shall mean the Compensation Committee of the Board.

(i) "Company" shall mean, collectively, AFLAC and its subsidiaries.

(j) "Consolidated Net Earnings" shall mean the net earnings of the
Company for the Performance Period determined in accordance with
generally accepted accounting principles and reported in the
Company's audited financial statements for such Performance
Period, but before any provision for the cumulative effect of
accounting changes required to be adopted by generally accepted
accounting principles in respect of such Performance Period.

(k) "Covered Employee" shall have the meaning set forth in Section
162(m)(3) of the Code.

(l) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

(m) "Executive Officer" shall mean (i) the president, the chief
executive officer, the chairman and vice chairman of the Board
and the executive vice presidents of AFLAC, (ii) the president,
the chairman and vice chairman of the Board of Directors and the
executive vice presidents of American Family Life Assurance
Company of Columbus, Japan Branch, (iii) the president, the
chairman and vice chairman of the Board of Directors and the
executive vice presidents of American Family Life Assurance
Company of Columbus (iv) the president, the chairman and
vice chairman of the Board of Directors and the executive vice
presidents of AFLAC International, Inc. and (v) all members of
the Board who are employees of the Company.

(n) "Operating Earnings Per Share" shall mean net earnings per share
of Stock, excluding the effects of realized gains or losses on
investments and the cumulative effect of adopting required
accounting changes.

(o) "Participant" shall mean an officer or other employee of the
Company who is, pursuant to Section 4 of the Plan, selected to
participate herein.

(p) "Performance Goal" shall mean the criteria and objectives,
determined by the Committee, which must be met during the
applicable Performance Period as a condition of the
Participant's receipt of payment with respect to an Award.
Performance Goals may include any or all of the following: (i)
attainment of an amount of Consolidated Net Earnings during a
Performance Period; (ii) attainment of a percentage of Return
on Equity for a Performance Period; (iii) attainment of amounts
of Operating Earnings Per Share of the Company, excluding all or
a portion of the effect of translating foreign currency of
business segments to U.S. dollars for financial reporting
purposes, for a Performance Period; (iv) increases in the market
price of Stock or levels of total return to shareholders during
the Performance Period; and (v) attainment of goals established
based on the financial performance of individual subsidiaries or
business segments of the Company relating to increases in
premium income, investment income, total revenues, operating
expenses, pretax operating earnings, premiums in force, number
of policies in force, new sales and policy conversions (i.e.,
issuance of current policy contracts to existing policyholders
in exchange for surrender of policies issued in prior years).
With respect to Participants who are not Executive Officers,
Performance Goals shall also include such personal performance
goals as the Committee shall, from time to time, establish.

(q) "Performance Period" shall mean the Company's fiscal year.

(r) "Plan" shall mean the AFLAC Incorporated Management Incentive
Plan.

(s) "Return on Equity" shall mean the quotient obtained by dividing
(i) Consolidated Net Earnings for a Performance Period by (ii)
the average of common shareholders' equity of the Company as of
the beginning and the end of the Performance Period. Such
common shareholders' equity shall exclude the effect of
unrealized gains and losses recognized in a separate equity
component under Financial Accounting Standards Board Statement
No. 115.

(t) "Stock" shall mean shares of common stock, par value $.10 per
share, of AFLAC.

3. ADMINISTRATION.

The Plan shall be administered by the Committee. The Committee shall
have the authority in its sole discretion, subject to and not
inconsistent with the express provisions of the Plan, to administer
the Plan and to exercise all the powers and authorities either
specifically granted to it under the Plan or necessary or advisable
in the administration of the Plan, including, without limitation, the
authority to grant Awards; to determine the persons to whom and the
time or times at which Awards shall be granted; to determine the
terms, conditions, restrictions and performance criteria, including
Performance Goals, relating to any Award; to determine whether, to
what extent, and under what circumstances an Award may be settled,
cancelled, forfeited, or surrendered; to make adjustments in the
Performance Goals in recognition of unusual or non-recurring events
affecting the Company or the financial statements of the Company, or
in response to changes in applicable laws, regulations, or accounting
principles; to construe and interpret the Plan and any Award; to
prescribe, amend and rescind rules and regulations relating to the
Plan; to determine the terms and provisions of Award Agreements;
and to make all other determinations deemed necessary or advisable
for the administration of the Plan.

The Committee shall consist of two or more persons each of whom shall
be an "outside director" within the meaning of Section 162(m) of the
Code. The Committee may appoint a chairperson and a secretary and
may make such rules and regulations for the conduct of its business
as it shall deem advisable, and shall keep minutes of its meetings.
All determinations of the Committee shall be made by a majority of
its members either present in person or participating by conference
telephone at a meeting or by written consent. The Committee may
delegate to one or more of its members or to one or more agents such
administrative duties as it may deem advisable, and the Committee or
any person to whom it has delegated duties as aforesaid may employ
one or more persons to render advice with respect to any
responsibility the Committee or such person may have under the
Plan. All decisions, determinations and interpretations of the
Committee shall be final and binding on all persons, including the
Company, the Participant (or any person claiming any rights under the
Plan from or through any Participant) and any shareholder.

No member of the Board or the Committee shall be liable for any
action taken or determination made in good faith with respect to the
Plan or any Award granted hereunder.

4. ELIGIBILITY.

Awards may be granted to officers and other employees of the Company
in the sole discretion of the Committee. Subject to Section 5(b)
below, in determining the persons to whom Awards shall be granted and
the Performance Goals relating to each Award, the Committee shall
take into account such factors as the Committee shall deem relevant
in connection with accomplishing the purposes of the Plan.

5. TERMS OF AWARDS.

Awards granted pursuant to the Plan shall be evidenced by an Award
Agreement in such form as the Committee shall from time to time
approve.

(a) IN GENERAL. The Committee shall specify with respect to a
Performance Period the Performance Goals applicable to each
Award and minimum, target and maximum levels applicable to each
Performance Goal. The minimum level reflects the level of
performance at which 50% of the performance goal is achieved and
below which no payment shall be made; the target level reflects
the level of performance at which 100% of the Performance Goal
is achieved; and the maximum level reflects the level of
performance at which 150% of the Performance Goal is achieved.
Awards for Performance Period may be expressed as a dollar
amount or as a percentage of the Participant's Annual Base
Salary. Unless otherwise provided by the Committee in
connection with specified terminations of employment, or except
as set forth in Section 6(f) hereof, payment in respect of
Awards shall be made only if and to the extent the Performance
Goals with respect to such Performance Period are attained.

(b) SPECIAL PROVISIONS REGARDING AWARDS. Not withstanding anything
to the contrary contained in this Section 5, in no event shall
payment in respect of Awards granted for a Performance Period be
made to a Participant who is a Covered Employee in an amount
that exceeds 105% of such Participant's Annual Base Salary.

(c) TIME AND FORM OF PAYMENT. Unless otherwise determined by the
Committee, all payments in respect of Awards granted under this
Plan shall be made, in cash, within a reasonable period after
the end of the Performance Period. In the case of Participants
who are Covered Employees, unless otherwise determined by the
Committee, such payments shall be made only after achievement of
the Performance Goals has been certified by the Committee.

6. GENERAL PROVISIONS.

(a) COMPLIANCE WITH LEGAL REQUIREMENTS. The Plan and the granting
and payment of Awards, and the other obligations of the Company
under the Plan and any Award Agreement or other agreement shall
be subject to all applicable federal and state laws, rules and
regulations, and to such approvals by any regulatory or
governmental agency as may be required.

(b) NONTRANSFERABILITY. Awards shall not be transferable by a
Participant except by will or the laws of descent and
distribution.

(c) NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in the Plan or in any
Award granted or any Award Agreement or other agreement entered
into pursuant hereto shall confer upon any Participant the right
to continue in the employ of the Company or to be entitled to
any remuneration or benefits not set forth in the Plan or such
Award Agreement or other agreement or to interfere with or limit
in any way the right of the Company to terminate such
Participant's employment.

(d) WITHHOLDING TAXES. The Company shall have the right to withhold
the amount of any taxes that the Company may be required to
withhold before delivery of payment of an Award to the
Participant or other person entitled to such payment, or to make
such other arrangements for the withholding of taxes that
the Company deems satisfactory.

(e) AMENDMENT, TERMINATION AND DURATION OF THE PLAN. The Board or
the Committee may at any time and from time to time alter,
amend, suspend, or terminate the Plan in whole or in part;
provided that, no amendment that requires shareholder approval
in order for the Plan to continue to comply with Code Section
162(m) shall be effective unless the same shall be approved by
the requisite vote of the shareholders of the Company.
Notwithstanding the foregoing, no amendment shall affect
adversely any of the rights of any Participant, without such
Participant's consent, under any Award theretofore granted under
the Plan. The Plan shall terminate at the completion of the
Performance Period that ends in 1998; provided, however, that
all payments with respect to Awards previously granted under the
Plan shall be paid out pursuant to the terms of the Plan.

(f) CHANGE IN CONTROL. Notwithstanding any other provision of the
Plan to the contrary, if, while any Awards remain outstanding
under the Plan, a "Change in Control" of AFLAC (as defined in
this Section 6(f)) shall occur, the Performance Period
outstanding at the time of such Change in Control shall be
deemed to have been completed, the maximum level of performance
set forth under the respective Performance Goals shall be deemed
to have been attained and a pro rata portion (based on the
number of full and partial months that have elapsed with respect
to each Performance Period) of each outstanding Award granted to
each Participant for the outstanding Performance Period shall
become payable in cash to each Participant.

For purposes of this paragraph 6(f), a Change in Control of
AFLAC shall occur upon the happening of the earliest to occur of
the following:
(i) any "person," as such term is used in Section 3(a)(9) of
the Exchange Act, as modified and used in Sections 13(d)
and 14(d) of the Exchange Act (other than (1) AFLAC, or any
of its subsidiaries, (2) any trustee or other fiduciary
holding securities under a benefit plan of AFLAC or any of
its subsidiaries, (3) any underwriter temporarily holding
securities pursuant to an offering of such securities, or
(4) any corporation owned, directly or indirectly, by the
shareholders of AFLAC in substantially the same proportions
as their ownership of Stock), is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of AFLAC (not
including in the securities beneficially owned by such
person any securities acquired directly from AFLAC or its
affiliates) representing 30% or more of the combined voting
power of AFLAC's then outstanding voting securities;
(ii) during any period of not more than two consecutive years,
individuals who at the beginning of such period constitute
the Board, and any new director (other than a director
designated by a person who has entered into an agreement
with AFLAC to effect a transaction described in clause (i),
(iii), or (iv) of this paragraph (f)) whose election by the
Board or nomination for election by AFLAC's shareholders
was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at
the beginning of the period or whose election or nomination
for election was previously so approved, cease for any
reason to constitute a majority thereof;
(iii) the shareholders of AFLAC approve a merger or consolidation
of AFLAC with any other corporation, other than (A) a
merger or consolidation which would result in the voting
securities of AFLAC outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving
or parent entity), in combination with the ownership of any
trustee or other fiduciary holding securities under an
employee benefit plan of AFLAC, at least 75% of the
combined voting power of the voting securities of AFLAC
or such surviving entity outstanding immediately after such
merger or consolidation or (B) a merger or consolidation
effected to implement a recapitalization of AFLAC (or
similar transaction) in which no "person" (as hereinabove
defined) acquires more than 50% of the combined voting
power of AFLAC's then outstanding securities; or
(iv) the shareholders of AFLAC approve a plan of complete
liquidation of AFLAC or an agreement for the sale or
disposition by AFLAC of all or substantially all of AFLAC's
assets (or any transaction having a similar effect).

(g) PARTICIPANT RIGHTS. No Participant shall have any claim to be
granted any Award under the Plan, and there is no obligation for
uniformity of treatment for Participants.

(h) UNFUNDED STATUS OF AWARDS. The Plan is intended to constitute an
"unfunded" plan for incentive and deferred compensation. With
respect to any payments not yet made to a Participant pursuant to
an Award, nothing contained in the Plan or any Award shall give
any such Participant any rights that are greater than those of a
general creditor of the Company.

(i) GOVERNING LAW. The Plan and all determinations made and actions
taken pursuant hereto shall be governed by the laws of the State
of Georgia without giving effect to the conflict of laws
principles thereof.

(j) EFFECTIVE DATE. The Plan shall take effect upon its adoption by
the Board; provided, however, that the Plan shall be subject to
the requisite approval of the shareholders of the Company in
order to comply with Section 162(m) of the Code. In the absence
of such approval, the Plan (and any Awards theretofore made
pursuant to the Plan) shall be null and void.

(k) BENEFICIARY. A Participant may file with the Committee a written
designation of a beneficiary on such form as may be prescribed by
the Committee and may, from time to time, amend or revoke such
designation. If no designated beneficiary survives the
Participant, the executor or administrator of the Participant's
estate shall be deemed to be the grantee's beneficiary.

(l) INTERPRETATION. The Plan is designed and intended to comply, to
the extent applicable, with Section 162(m) of the Code, and all
provisions hereof shall be construed in a manner to so comply.