AFLAC INC, DEF 14A, 1995-03-10

AFLAC INC
DEF 14A, 1995-03-10
ACCIDENT & HEALTH INSURANCE

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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, MAY 1,1995

The Annual Meeting of Shareholders of AFLAC Incorporated (the "Company")
will be held on Monday, May 1, 1995, 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 eighteen Directors of the Company to serve until the next Annual
Meeting and until their successors are duly elected and qualified;

2. To consider and act upon the ratification of the appointment of KPMG Peat
Marwick LLP as independent auditors of the Company for the year ending
December 31, 1995; and

3. 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, 1994, are enclosed.

The record date for the determination of shareholders entitled to vote at
the meeting is February 24, 1995, 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, 1995 Secretary

<PAGE>
AFLAC INCORPORATED

PROXY STATEMENT

FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MONDAY, MAY 1, 1995

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,
May 1, 1995, 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 and for the appointment of KPMG Peat Marwick LLP 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 13, 1995.

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.

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 10 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
<PAGE>
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.

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
24, 1995, will be entitled to vote at the meeting. At that date, the number
of outstanding shares of Common Stock entitled to vote was 99,530,586.
According to the Company's records, this represents the following voting
rights:

79,169,335 Shares @ 1 Vote Per Share = 79,169,335 Votes
20,361,251 Shares @ 10 Votes Per Share = 203,612,510 Votes
99,530,586 Shares Total 282,781,845 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 10 votes per share, the total votes available would be
995,305,860. However, for the purposes of this Proxy Statement, it is assumed
that the total votes available to be cast at the meeting will be 282,781,845.

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 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 24, 1995, 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:

Percent
Name and Per- of
Address of Amount of cent Avail-
Beneficial Title of Class Beneficial Ownership of able
Owner Common Stock Shares Votes Class Votes

Oppenheimer Group, Inc.* 1 Vote Per Share 5,702,850 5,702,850 5.7 2.0
Oppenheimer Tower
World Financial Center
New York, NY 10281

(*) This information is derived from Amendment No. 6 to Schedule 13G,
dated February l, 1995, 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.

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth, as of February 24, 1995, 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>
Common Stock Beneficially Owned and
Approximate Percentage of Class
as of February 24, 1995

Percent Percent
Name Shares (1) of Shares Votes(1) of Votes

Kriss Cloninger, III 112,698 .1 112,698 *

Hidefumi Matsui 103,316 .1 445,685 .2

All Directors and executive
officers as a group
(34 persons) 6,847,432 6.7 40,009,687 13.4

* 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, 112,500 (112,500);
Hidefumi Matsui, 98,000 (417,500); and for all Directors and executive
officers as a group, 2,790,514 (15,484,897).

1. ELECTION OF DIRECTORS

The Company proposes that the following eighteen 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 of Rights Percent
Year February 24, Out- on Feb- of
First 1995 standing ruary 24, Available
Name Principal Occupation (1) Age Elected (2) (3) Shares 1995 (2) Votes
<S> <C> <C> <C> <C> <C> <C> <C>
Paul S. Amos Chairman, the Company 68 1956 806,682 .8 6,617,163 2.3
and AFLAC**, since
August 1990; Vice
Chairman, the Company
and AFLAC, until August
1990

Daniel P. Amos Chief Executive Officer, 43 1983 l,965,394 2.0 13,540,285 4.7
the Company and AFLAC,
since August 1990;
President, the Company,
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 42 1983 231,702 .2 2,030,864 .7
State Sales Coordinator,
AFLAC

Michael H. Armacost Professor, Asia/Pacific 57 1994 4,300 * 4,300 *
Research Center, Stanford
University, Stanford, CA,
since 1993; U.S. Ambassador
to Japan, from 1989 until 1993

M. Delmar Edwards, MD Vice President and Assistant 68 1990 25,386 * 203,136 .1
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

<PAGE>
Shares of
Common Stock
Beneficially Per- Voting
Owned on cent of Rights Percent
Year February 24, Out- on Feb- of
First 1995 standing ruary 24, Available
Name Principal Occupation (1) Age Elected (2) (3) Shares 1995 (2) Votes

George W. Ford, Jr. Chairman of the Board, 71 1986 8,625 * 50,250 *
Progressive Funeral Home,
Columbus, GA; Retired
Director, Columbus Bank
& Trust Company,
Columbus, GA

Cesar E. Garcia Chairman of the Board, 73 1987 108,750 .1 948,000 .3
OWD Garcia Inc.,
Jacksonville, FL

Joe Frank Harris Professor, Georgia State 59 1991 19,625 * 19,625 *
University, Atlanta, GA,
since December 1993;
Chairman of the Board,
Harris Georgia Corp.,
Cartersville, GA, since
January 1991; Governor of
the State of Georgia, until
January 1991; Director,
Bankhead Enterprises, Inc.,
Atlanta, GA

Elizabeth J. Hudson Executive Producer, 45 1990 23,887 * 192,637 .1
NBC Productions,
since February 1993;
Senior Vice President,
Corporate Communications,
NBC Inc., until February
1993

Kenneth S. Janke, Sr. President; Chief Executive 60 1989 39,359 * 208,109 .1
Officer, National Assoc-
iation of Investors Corp.,
Royal Oak, MI; President
and Director, NAIC
Growth Fund, Royal Oak,
MI

Charles B. Knapp President, The University 48 1990 23,750 * 192,500 .1
of Georgia, Athens, GA;
Director, Law Companies
Group Inc., Atlanta, GA

Hisao Kobayashi Senior Managing Director, 59 1994 1,252,000 1.3 1,252,000 .4
The Dai-Ichi Kangyo
Bank, Ltd.,Tokyo, Japan;
Chairman, CIT Group
Holdings Inc.,
Livingston, NJ

Yoshiki Otake Chairman, AFLAC 55 1986 369,527 .4 2,502,617 .9
Japan, since January
1995; President,
AFLAC Japan, until
January 1995;
Vice Chairman, AFLAC
International, Inc.,
since October 1991;
Executive Vice
President, AFLAC, from
January 1991
until October 1991

E. Stephen Purdom Executive Vice 47 1987 122,758 .1 644,830 .2
President, AFLAC,
since October 1994;
Medical Director,
Columbus Clinic,
Columbus, GA, until
September 1994; Senior
Vice President and Medical
Director, AFLAC, until
October 1994; Director,
Trust Company Bank,
Columbus, GA

Barbara K. Rimer Director, Cancer Control 46 (4) 107 * 107 *
Research, Duke Compre-
hensive Cancer Center,
Durham, NC, since
June 1991; Director,
Population Science for
Behavioral Research,
Fox Chase Cancer Center,
from November 1990
until May 1991; Director,
Behavioral Research,
Fox Chase Cancer Center,
Philadelphia, PA, from
1987 until November 1990

Henry C. Schwob Owner, Schwob Realty 67 1965 327,121 .3 3,078,781 1.1
Company, Columbus, GA;
Director, First Union
National Bank of Georgia,
Columbus, GA

J. Kyle Spencer President, Spencer 68 1968 316,421 .3 3,128,210 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 65 1990 25,090 * 212,200 .1
Board, Columbus Ledger-
Enquirer, Columbus, GA

(*) Percent 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,
317,464 (l,824,640); Daniel P. Amos, 984,937 (7,149,370); J. Shelby Amos, II, 4,000 (4,000); Michael H. Armacost,
4,000 (4,000); M. Delmar Edwards, 22,750 (191,500); George W. Ford, Jr., 6,125 (25,250); Cesar E. Garcia, 4,000
(4,000); Joe Frank Harris, 17,750 (17,750); Elizabeth J. Hudson, 22,750 (191,500); Kenneth S. Janke, Sr.,
22,750 (191,500); Charles B. Knapp, 22,750 (191,500); Hisao Kobayashi, 2,000 (2,000); Yoshiki Otake, 239,920
(1,409,209); E. Stephen Purdom, 78,008 (352,580); Henry C. Schwob, 54,000 (504,000); J. Kyle Spencer, 54,000
(504,000); and Glenn Vaughn, Jr., 22,750 (191,500).

Excludes options to purchase shares (and available votes), which will vest and be exercisable upon the re-election
of the following Directors: J. Shelby Amos, II, 2,000 (2,000); Michael H. Armacost, 2,000 (2,000); M. Delmar Edwards,
2,000 (2,000); George W. Ford, Jr., 2,000 (2,000); Cesar E. Garcia, 2,000 (2,000); Joe Frank Harris, 7,000 (7,000);
Elizabeth J. Hudson, 2,000 (2,000); Kenneth S. Janke, Sr., 2,000 (2,000); Charles B. Knapp, 2,000 (2,000);
Hisao Kobayashi 2,000 (2,000); Henry C. Schwob 2,000 (2,000); J. Kyle Spencer 2,000 (2,000); and Glenn Vaughn, Jr.,
2,000 (2,000).

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

Paul S. Amos, 71,612 shares owned by spouse; 37,093 shares owned by his minor grandchildren with Mr. Amos as custodian;
136,537 shares owned by trusts with Mr. Amos as trustee; and 750 shares owned by the Paul S. Amos Education Foundation.

Daniel P. Amos, 39,396 shares owned by spouse; 236,065 shares owned by his minor children with Mr. Amos as trustee;
1,112 shares owned by his minor children with his wife as trustee; 259,208 shares owned by trusts with Mr. Amos
as trustee; 88,236 shares owned by Daniel P. and Shannon Amos Foundation, Inc.; and 750 shares owned by the Paul S.
Amos Education Foundation. Does not include 2,342 shares owned by a trust with his wife as trustee of which Mr. Amos
disclaims beneficial ownership.

Shelby Amos, II, 81,118 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., 1,429 shares owned by a trust with Mr. Janke as trustee; 200 shares owned by a trust with his
wife as trustee; 12,450 shares owned by a partnership of which Mr. Janke is a partner; 2,500 shares owned by the NAIC
Growth Fund of which Mr. Janke is President; and 136 shares owned by an investment club of which Mr. Janke is a member.

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.

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

Henry C. Schwob, 18,322 shares owned by spouse; and 22,509 shares owned by his children with spouse as custodian.

J. Kyle Spencer, 31,570 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 relationships exist among any other executive officers or Directors.

</TABLE>

<PAGE>
BOARD AND COMMITTEE MEETINGS AND DIRECTORS COMPENSATION

During 1994, 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
Cesar E. Garcia Joe Frank Harris J. Shelby Amos, II
Peter D. Morrow Peter D. Morrow Kenneth S. Janke, Sr.
Henry C. Schwob Charles B. Knapp

The Audit Committee, which met four times during 1994, 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 that 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 that the Committee deems appropriate and
may present its recommendations and conclusions to the Board.

The Nominating Committee met once during 1994 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 1994, 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, $48,237, for services to AFLAC's Investment Committee.

<PAGE>
Directors who are not also employees of the Company or its subsidiaries
have been granted non-qualified stock options pursuant to the Amended 1985
Stock Option Plan (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' Stock Option 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 that will vest upon each Director's re-election by the shareholders at
the May l, 1995, meeting are set forth in footnote 2 on page 7 of this Proxy
Statement. In addition, pursuant to amendments to the 1985 Plan approved by
shareholders at the 1994 annual meeting, 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 the grant, and an
additional 20% as of each of the next four anniversaries of the date of the
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. All Directors elected at the 1994 annual meeting received such
grants.

COMPENSATION REPORT

This report on the compensation policies, components and decisions of the
Company for 1994 with respect to the Company's executive officers is presented
by the Compensation Committee of the Company, which for the first four months
of 1994 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. In connection with the Company's
compliance with Section 162 (m) of the Internal Revenue Code of 1986 ("Section
162 (m)"), following the Company's 1994 Annual Meeting of Shareholders held on
April 25, l994, Mr. Joe Frank Harris was elected by the Board of Directors to
succeed Mr. Morrow. The function of the Compensation Committee is to approve
current 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. The Compensation Committee 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 six times over the past fiscal year.

<PAGE>

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 that is comparable to
that offered by its competitors. The Company believes that it is also
important to provide compensation components that 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, is 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 the use of
tools like equity ownership are important to ensure that the efforts of
management are consistent with the objectives of shareholders. Through the
use of stock options the Company 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, incentive 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 medical and other
personal benefits typically offered to executives at large corporations.

SALARIES. In 1994, salaries for executive officers generally were
established on the basis of a study by Ernst & Young LLP regarding salary
levels at comparable companies and on the basis of a general 5% salary
increase. In this connection the Company seeks to maintain its salaries in
the middle of the range of indicated market consensus levels. With respect to
Mr. Daniel P. Amos, pursuant to his existing employment contract with the
Company, as further described in "Employment Contracts and Termination of
Employment Arrangements" below, he is entitled to an annual salary increase in
the same proportion as provided to other senior officers of the Company. The
Compensation Committee increased both Mr. Daniel P. Amos', and Mr. Paul S.
Amos' salaries by 6%, which the Compensation Committee believes is appropriate
in view of the Company's performance under their leadership. This decision
represented the judgment of the Committee, but in reaching this determination
the Committee considered the Company's total shareholder return, return on
assets, return on equity as well as certain management goals, including
increase in total revenues, pretax and after-tax margins, operating earnings
per share (excluding currency fluctuations), and benefit and expense ratios
for the year ended December 31, 1993, and the six months ended June 30, 1994.
These factors were considered more or less equally, with the exception of
operating earnings per share (excluding currency fluctuations) that received
more emphasis. (Currency fluctuations were excluded due to the fact that
<PAGE>
these fluctuations were outside of the control of management. It was noted
by the Committee that while the Company's earnings per share were on-target
for 1994, they were even higher than such earnings would otherwise have been
due to the yen/dollar exchange rate.) The percentage salary increase in 1993
for each of Mr. Daniel P. Amos and Mr. Paul S. Amos was 5.5%, and the
Committee determined that the 1994 increase should be slightly more than the
1993 increase. In this connection, it was noted that a study by Hewitt
Associates LLC ("Hewitt Associates") of base salary increases of 11 comparable
companies indicated that a 6% increase was approximately within the midpoint
of the range of increases for 1993 (-3.33% to + 11.72%). On a comparative
basis, the salaries of Messrs. Daniel P. Amos and Paul S. Amos are at the
upper end of the range of salaries in the study. Although the companies used
in the Hewitt Associates study include each of the companies that constitute
the S&P Life Insurance Index, which is one of the indices used in the
Company's "Stock Performance Graph," (see page 13), the Hewitt Associates
group of insurance organizations consists of a broader group of companies.
The companies used by Hewitt Associates 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. Base
salaries for the other named executive officers (Messrs. Otake, Cloninger and
Matsui) were established by Mr. Daniel P. Amos (or in the case of Mr. Otake,
Mr. John B. Amos) pursuant to employment agreements entered into by each of
them as more fully described below under the caption "Employment Contracts and
Termination of Employment Agreements". The Compensation Committee did not
participate in the establishment of the base salaries pursuant to these
employment agreements.

BONUSES. Under the Company's Management Incentive Plan, cash bonuses in
an amount equal to 15% to 50% of salary, for 1994, 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, generally speaking, personal goals.
None of the Named Executive Officers, however, have 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 named executive officers
may earn up to 75% of salary. The establishment of the percentage of salary
that 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 in the following year. With
respect to 1994, the Committee established Company performance goals for
executive officers, including the CEO, based on, among other things, earnings
per share, increases in revenues, increases in new sales, specified operating
expense controls, pretax operating earnings, and, in the case of most
executive officers other than the Named Executive Officers, personal goals.
(In connection with compliance with Section 162(m) of the Internal Revenue
Code, the Compensation Committee deemed it appropriate that the bonus
components of the Named Executive Officers 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, 20% to 30% of the target award
was attributed to the earnings per share goal, while the other Company
<PAGE>
performance goals each accounted for 5% to 10% 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 bonus percentage 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. For
the year ended December 31, 1994, all of the Named Executive Officers achieved
bonus levels at or slightly above target bonus levels but below maximum bonus
levels.

OTHER BENEFITS. The Company maintains (i) its Amended 1985 Stock Option
Plan pursuant to which officers and other employees are granted options to
purchase Company stock; (ii) its Retirement Plan for Senior Officers, which
provides lifetime retirement and medical benefits to plan participants, and
(iii) its 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, but not both. The executive officers
of the Company may also participate in the nondiscriminatory AFLAC
Incorporated 401(k) Retirement Plan and a noncontributory defined benefit
pension plan covering substantially all employees. No decisions with respect
to any of these plans were made by the Compensation Committee in 1994.

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 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 and the Management Incentive Plan have been
amended to conform to the requirements of Section 162(m).

Compensation Committee

John M. Pope
Cesar E. Garcia
Joe Frank Harris (From April 25, 1994)
Peter D. Morrow (To April 25, 1994)

<PAGE>
<TABLE>
Annual Compensation Long-Term Compensation Awards
<CAPTION>
Other Restricted
Annual Stock LTIP All Other
Name and Compensation Award(s) Payouts Compensation
Principal Position Year Salary($) Bonus($)(1) ($) (2) ($) Options(#) ($) ($)(2)(3)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Daniel P. Amos 1994 980,862 744,958 -0- -0- -0- -0- 6,666
President & CEO 1993 913,218 658,346 -0- -0- 300,000 -0- 5,602
1992 848,491 483,278 -0- -0- -0- -0- 5,539

Paul S. Amos, 1994 1,047,539 815,131 86,442 -0- -0- -0- 16,467
Chairman 1993 975,064 722,333 -0- -0- 150,000 -0- 14,782
1992 905,722 517,805 -0- -0- -0- -0- 14,719

Yoshiki Otake 1994 667,808 296,452 -0- -0- -0- -0- 10,012
Chairman 1993 614,213 134,515 -0- -0- 50,000 -0- 4,478
AFLAC Japan 1992 518,387 123,689 -0- -0- 75,000 -0- -0-

Kriss Cloninger, III** 1994 350,801 203,206 -0- -0- -0- -0- 6,990
Exec. Vice President 1993 326,563 166,663 -0- -0- 75,000 -0- 3,420
1992 197,118 62,500 -0- -0- 37,500 -0- 2,565

Hidetumi Matsui 1994 363,974 161,575 -0- -0- -0- -0- 5,787
President 1993 307,275 70,676 -0- -0- 50,000 -0- 1,978
AFLAC Japan 1992 258,151 64,263 -0- -0- 12,500 -0- -0-

(*) Kriss Cloninger, III was not employed by the Company until March 1992. Therefore the amount shown for 1992
reflects a partial-year compensation.
(1) Includes cash bonuses paid in 1993, 1994 and 1995 under the Management Incentive Plan for services rendered during
1992, 1993 and 1994 and other cash bonus payments.
(2) Includes medical expenses of $45,063 and payments for tax services of $27,000 for Mr. Paul S. Amos. No other
Named Executive Officer received benefits in excess of $50,000.
(3) 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 1992 and 1993
payments of $255,941 and $239,447 on annualized premiums of $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.
(4) Includes premiums paid in 1994 for term life insurance in the amount of $2,169, $11,970, $10,012, $2,493, and
$5,787 for Mr. Daniel P. Amos, Mr. Paul S. Amos, Mr. Yoshiki Otake, Mr. Kriss Cloninger, III and Mr. Hidefumi
Matsui, respectively, and Company-matching contributions to the 401(k) retirement plan in the amount of $4,497 for
each of Mr. Daniel P. Amos, Mr. Paul S. Amos and Mr. Kriss Cloninger, III. Includes premiums paid in 1993 for
term life insurance in the amount of $3,420, $12,600, $4,478, $3,420, and $1,978 for Mr. Daniel P. Amos, Mr. Paul
S. Amos, Mr. Yoshiki Otake, Mr. Kriss Cloninger, III 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 Mr. 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, respectively, 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), and the Standard
& Poor's Life Insurance Index (S & P Life). The Standard & Poor's Life
Insurance Index includes: Providian Corp., Jefferson-Pilot Corp., Lincoln
National Corp., Torchmark Corp., UNUM 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, 1989, and that all dividends were
reinvested.

(Stock Performance graph inserted here.)

Performance Graph Index
DECEMBER 31

1989 1990 1991 1992 1993 1994

AFLAC INCORPORATED 100 109 178 202 211 240

DOW JONES 100 99 124 133 155 163

S&P LIFE 100 82 118 158 160 133

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

DEFINED BENEFIT PENSION PLAN

The Company has a noncontributory 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% of average compensation reduced by (i) 50% 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: l% of
average monthly compensation times years of credited service not in excess of
25 years, plus .5% 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
<PAGE>
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.
Participants are eligible to receive normal retirement benefits upon attaining
their normal retirement age of 65. Participants with 15 years of service upon
reaching their early retirement age of 55 are eligible to receive reduced
normal retirement benefits. After attaining their early retirement age of 55,
a participant can be eligible for full normal retirement benefits when the
participant's years of service plus their attained age equals or exceeds 85.
The maximum benefit is limited in accordance with section 415 of the Internal
Revenue Code of 1986 (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 1994 are $150,000 and $118,800, respectively. 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 10 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.

DEFINED BENEFIT PENSION PLAN TABLE

YEARS OF SERVICE

COMPENSATION 15 20 25 30 35

$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

Mr. Daniel P. Amos and Mr. Kriss Cloninger, III have 2l years and 3
years, respectively, of credited service in the plan as of the date of this
Proxy Statement.

RETIREMENT PLANS FOR KEY EXECUTIVES

Participants in the Retirement Plan for Senior Officers receive full
compensation for the first 12 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 1/2 of such
amount to be paid to their spouses 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 12 months of active employment with the
Company, or (ii) the highest compensation received in any calendar year of the
<PAGE>
last three years preceding the date of retirement. Compensation under this
plan is defined to be base 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.

Mr. Daniel P. Amos and Mr. Paul S. Amos are covered by this plan. AFLAC
has entered into similar agreements with Mr. Yoshiki Otake and Mr. Hidefumi
Matsui. Mr. Daniel P. Amos, Mr. Paul S. Amos, Mr. Yoshiki Otake and Mr.
Hidefumi Matsui have 21, 40, 20 and 20 years, respectively, of credited
service.

RETIREMENT PLAN FOR SENIOR OFFICERS TABLE

YEARS OF SERVICE

COMPENSATION 15 20 25 30 35

$ 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

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 15 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
that, 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 that, 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% 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.

<PAGE>
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% of the amount that 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% of
the benefits that 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 estimated annual benefit payable upon a retirement age
of 55 for Mr. Cloninger is $256,796.

<PAGE>
<TABLE>
AGGREGATED OPTION EXERCISES IN 1994
AND OPTION VALUES AS OF DECEMBER 31, 1994
<CAPTION>

Value of Unexercised
Number of Unexercised In-the-Money
Options at Options at
Shares 12-31-94(#) 12-31-94($)
Acquired Value
Name on Exercise(#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Daniel P. Amos, CEO 66,529 1,937,657 884,937 100,000 14,468,032 375,000
Paul S. Amos 72,673 1,772,509 267,464 50,000 4,621,556 187,500
Yoshiki Otake -0- -0- 208,253 46,668 3,981,509 559,539
Kriss Cloninger, III -0- -0- 87,500 25,000 543,750 93,750
Hidefumi Matsui 500 10,319 81,333 16,667 861,049 62,501

</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 that 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 $947,200 subject to annual increases in the
same general proportion as provided to other senior executive officers of the
Company. In 1993, in connection with entering into the employment agreement,
Mr. Amos was granted options to purchase 300,000 shares of Common Stock.

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
plan, 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).

<PAGE>
A "change in control" is generally deemed to occur when: (i) a person or
group acquires beneficial ownership of 30% 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 Chairman of AFLAC Japan (or, upon his removal, the
position of a senior officer of AFLAC Japan) through 2004, subject to annual
renewals thereafter by the mutual consent of the parties. He shall receive
compensation in 1995 of 68,290,000 yen and shall be eligible for a short-term
management incentive bonus with a target amount of at least 35% of the base
salary. Pursuant to the agreement, Mr. Otake shall be considered for salary
increases in the same manner and time as the senior executive officers of
AFLAC. Mr. Otake shall participate in the Company's stock option plan in the
same manner as most AFLAC senior officers and directors.

Under the agreement, Mr. Otake is eligible for full retirement benefits
at age 65 and may take voluntary early retirement with reduced benefits upon
the approval of AFLAC. Mr. Otake is entitled to full retirement benefits upon
total and permanent disability prior to age 65. His full retirement benefits
(which are subject to annual adjustment for cost-of-living increases
proportionate to those granted to Senior Officers of AFLAC Japan) consist of a
choice between (i) 60% of the higher of his total compensation (defined under
this agreement as base salary and bonus) for the last 12 months of employment,
or the highest total compensation received in any calendar year during the
agreement term, during the remainder of Mr. Otake's life, or (ii) 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 for a specified period of time after his
death. After retirement, Mr. Otake and his spouse shall receive medical
benefits for the remainder of their lives. After 1995 and until Mr. Otake
reaches 65, 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 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
$341,250, 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
<PAGE>
provided to key executive employees of the Company and that are appropriate to
his responsibilities as Chief Financial Officer.

Other material terms of Mr. Cloninger's employment agreement relating to
termination, 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 which (b) 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.

On January l, l995, AFLAC entered into an employment agreement with Mr.
Hidefumi Matsui. Mr. Matsui is to serve as President of AFLAC Japan (or, upon
his removal, the position of a Senior Officer of AFLAC Japan) through 2004,
subject to annual renewals thereafter by the mutual consent of the parties.
He shall receive compensation in 1995 of 37,220,000 yen with annual
adjustments thereafter in keeping with adjustments made in base salaries of
other senior executive officers and shall be eligible for a short-term
management incentive bonus with a target amount of at least 35% of the base
salary. Mr. Matsui shall participate in the Company's stock option plan in
the same manner as most AFLAC Senior Officers.

Under the agreement, Mr. Matsui is eligible for full retirement benefits
upon age 65 and may take voluntary early retirement with reduced benefits upon
the approval of AFLAC. He shall be eligible for early retirement from ages 55
to 65 and may receive 50% of base salary as calculated on the day before
retirement. Mr. Matsui is entitled to retirement benefits of 50% of base
salary as calculated on the day before his retirement for total and permanent
disability prior to age 65. His full retirement benefits (which are subject
to annual adjustment for cost-of-living increases proportionate to those
granted to senior officers of AFLAC Japan) consist of a choice between (i) 65%
of his base salary on the day before retirement, during the remainder of Mr.
Matsui's life, or (ii) 90% of the amount specified in (i) above, paid to Mr.
Matsui during the remainder of his life, with 1/2 of such amount to be paid to
his spouse after his death, provided that if, at the time of his death his
<PAGE>
spouse is 55 or older, benefits shall be paid for her lifetime. If, however,
his spouse is younger than 55, benefits shall be paid only for the shorter of
20 years or the surviving spouse's life. Mr. Matsui 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. Matsui has waived any rights to
participate in any other AFLAC or AFLAC Japan retirement or pension plans.

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, 1994, in excess of $60,000, as
follows:

Largest
Aggregate Amount
Amount Outstanding
Outstanding Rate as of
Since Nature of of January 31,
Name (1) January 1, 1994 Indebtedness Interest 1995
- ----------------------------------------------------------------------------
Daniel P. Amos $2,000,000 Term Stock Note(2) 6.00% $2,000,000

Kerry W. Hand 80,280 Stock Option Note(3) 4.81% 54,387

Minoru Nakai 350,461 Stock Option Note(3) 5.54% 348,731

Gary Stegman 47,552 Stock Option Note(3) 5.54% 39,636
99,162 Stock Option Note(3) 4.83% 97,909

(1) All of the named individuals were executive officers of the Company or
one of its subsidiaries during 1994.

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

(3) Collateralized notes accepted by the Company in payment of stock options
exercised.

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 1994, he
earned renewal and first-year commissions of $661,363 (before expenses) on
annualized premiums of $21,998,445, and he received $39,900 in 1995 in lieu of
shares earned in 1994 under the AFLAC Associates' Stock Bonus Plan.

In 1994, $277,961 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 $10,199,053 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.

<PAGE>
State Sales Coordinators are not salaried employees but are compensated
on a commission basis and are required to pay their own expenses that 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.

2. 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 LLP, 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, 1994, included in the Company's Annual Report to
Shareholders, KPMG Peat Marwick LLP 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 LLP are expected to be present at
the 1995 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

3. OTHER MATTERS

Management does not intend to bring any other matter before the meeting,
and does not know of any other matter that 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 1996 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 23, 1995.

<PAGE>
ANNUAL REPORT

The Company has mailed a copy of its Annual Report to each shareholder
entitled to vote at the 1995 Annual Meeting of Shareholders. 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, 1995

<PAGE>
APPENDIX A
AFLAC INCORPORATED
PROXY
Worldwide Headquarters
1932 Wynnton Road, Columbus, Georgia 31999
__________________________________________

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Paul S. Amos, Daniel P. Amos and Joey M.
Loudermilk as Proxies or any one of them, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote, as designated
below, all the shares of common stock of AFLAC Incorporated held of record by
the undersigned on February 24, 1995, at the Annual Meeting of the
Shareholders to be held on Monday, May 1, 1995, at 10:00 a.m., or any
adjournment thereof.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL PROPOSALS

The following proposals are being submitted to the Shareholders:

1. Election of eighteen Directors of the Company.

To vote your Shares for ALL Director nominees, mark the "For" box. To
withhold voting for all nominees, mark the "Withheld" box. If you do not
wish your Shares voted "For" a particular nominee, mark the "exceptions"
box.

*EXCEPTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THAT NOMINEE'S NAME IN THE LIST BELOW.

For Withheld Exceptions*

_____ _____ _____

1. Paul S. Amos 7. Cesar E. Garcia 13. Yoshiki Otake
2. Daniel P. Amos 8. Joe Frank Harris 14. E. Stephen Purdom
3. J. Shelby Amos, II 9. Elizabeth J. Hudson 15. Barbara K. Rimer
4. Michael H. Armacost 10. Kenneth S. Janke, Sr. 16. Henry C. Schwob
5. M. Delmar Edwards, M.D. 11. Charles B. Knapp 17. J. Kyle Spencer
6. George W. Ford, Jr. 12. Hisao Kobayashi 18. Glenn Vaughn, Jr.

2. Ratification of appointment of For Against Abstain
KPMG Peat Marwick LLP as
independent auditors. _____ _____ _____

3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment
thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" PROPOSALS 1 AND 2.

<PAGE>

(PLACE LABEL HERE)
Sign here as name(s) appears on account:
X ____________________________________________
X ____________________________________________
Date _________________________________, 1995
Complete the proxy, Please sign exactly as name appears on account.
turn the proxy over, When shares are held by joint tenants, both
read description of must sign. When signing as attorney, executor,
voting rights and administrator, trustee or guardian, please give
complete, sign and full title as such. If a corporation, please
date the affidavit sign in full corporate name by President or
if applicable. other authorized officer. If a partnership,
please sign in partnership name by authorized
person.

DESCRIPTION OF VOTING RIGHTS

In accordance with the Company's Articles of Incorporation, shares of
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 dividend shares were issued 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.

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 BELOW. THE BOARD OF
DIRECTORS RESERVES THE RIGHT TO REQUIRE EVIDENCE TO SUPPORT THIS AFFIDAVIT.

AFFIDAVIT

Under the penalties of perjury, I do solemnly swear that I am entitled to the
number of votes set forth below because
______________________________________________________________________________
______________________________________________________________________________

I agree to provide evidence to _____ Shares @ 1 Vote/Share = _____ Votes
support this statement at the _____ Shares @ 10 Votes/Share = _____ Votes
request of the Company. Total = _____ Votes
Sign here X ___________________________
X ___________________________ Date _________________, 1995

<PAGE>
APPENDIX B
AFLAC INCORPORATED
PROXY
Worldwide Headquarters
1932 Wynnton Road, Columbus, Georgia 31999
__________________________________________

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL PROPOSALS

The following proposals are being submitted to the Shareholders:

1. Election of eighteen Directors of the Company.

*EXCEPTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THAT NOMINEE'S NAME IN THE LIST BELOW.

For Withheld Exceptions*

_____ _____ _____

2. Ratification of appointment of For Against Abstain
KPMG Peat Marwick LLP as
independent auditors. _____ _____ _____

3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment
thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" PROPOSALS 1 AND 2.

<PAGE>
ACCT.# PROXY # TOTAL SHARES

According to the records Sign here as name(s) appears on account:
of the Company you are X ____________________________________________
entitled to the following X ____________________________________________
number of votes: Date _________________________________, 1995
Please sign exactly as name appears on account.
VOTING RIGHTS When shares are held by joint tenants, both
must sign. When signing as attorney, executor,
administrator, trustee or guardian, please give
________________ full title as such. If a corporation, please
sign in full corporate name by President or
other authorized officer. If a partnership,
please sign in partnership name by authorized
person.

If you do not agree with the voting rights,
check here ____ and complete, sign and date the
reverse side.

DESCRIPTION OF VOTING RIGHTS

ONLY IF YOU DO NOT AGREE WITH THE VOTING RIGHTS shown on the front of
this Proxy should you complete the following:

AFFIDAVIT
Under the penalties of perjury, I do solemnly swear that I am entitled to the
number of votes set forth below because
______________________________________________________________________________
______________________________________________________________________________