Bonuses

     Under the Company’s Management Incentive Plan for 2005, target cash bonuses in an amount equal to 15% to 175% of salary, with respect to the Company and its subsidiaries’ executive officers generally, and with respect to the Named Executive Officers, pursuant to their employment agreements, are paid on the basis of the attainment of target annual performance goals for the Company and goals based on individual performance. However, none of the Named Executive Officers participating in the Management Incentive Plan have goals based on individual performance. In the event that specified performance goals are achieved, participants may receive awards above the target amounts. Mr. Amos may earn up to 275% (215%, 171%, 228%, and 171% respectively, for Messrs. Cloninger, Matsui, Kan, and Smith) of salary as a cash bonus. The establishment of the percentage of salary that such bonus may constitute upon the attainment of target goals was based on the recognition by the Compensation Committee that the bonus goals are set very aggressively, that such performance-based compensation should account for a substantial proportion of the total compensation for participating 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 2005, the Compensation Committee established Company performance goals for executive officers, including the Chief Executive Officer, based on, among other things, operating earnings per share (excluding effects of currency fluctuations), premium income, increases in new sales, operating expense controls, pretax operating earnings, and in the case of most officers other than Named Executive Officers, goals based on individual performance. In connection with compliance with Section 162(m), 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 goals based on individual performance. With respect to each of the Named Executive Officers, the percentage of his target award attributed to the earnings-per-share goal was 43% for Mr. Amos, 46% for Mr. Cloninger, 10% for Mr. Kan, 20% for Mr. Smith, and 10% for Mr. Matsui, while the other Company performance goals accounted for the remainder of each of their total possible award in varying increments. 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, except for the earnings-per-share goal, under which benefits are paid at one specified level, but only if target performance is attained or exceeded. The bonus percentage is increased, subject to a specified maximum percentage, or decreased to the extent the Company performance levels vary from target levels. Payment on attainment of any particular performance goal may occur independently of (i.e., is not contingent upon) attainment of any other performance goal. Messrs. Amos, Cloninger, Matsui, Kan, and Smith achieved bonus levels over the target bonus levels but below maximum target levels.

Other Benefits and Actions

     The Company maintains (i) its 1985 Stock Option Plan and 1997 Stock Option Plan pursuant to which officers and other employees have been and may be granted options to purchase Common Stock; (ii) its 2004 Long-Term Incentive Plan pursuant to which officers, other employees, and non-employee directors have been and may be granted restricted stock, restricted stock units, stock appreciation rights, or options to purchase Common Stock; (iii) its Retirement Plan for senior officers (the “Retirement Plan”), which provides lifetime retirement and medical benefits to plan participants; (iv) its Executive Deferred Compensation Plan, a non-qualified contributory benefit plan for U.S. officers; and (v) its Supplemental Executive Retirement Plan (the “SERP”) for certain key executives of the Company and certain subsidiaries who do not participate in the Retirement Plan. Certain Named Executive Officers are participants in the Retirement Plan or in the SERP, but not both. The executive officers of the Company may also participate in the Company’s qualified nondiscriminatory 401(k) plan and a qualified noncontributory defined benefit pension plan covering substantially all employees.

     In its evaluation of executive compensation, the Consultant Report recommended that Mr. Amos should receive stock awards at a level which will deliver total direct compensation at the second highest among the 16 companies. Based on the recommendation of the Consultant Report, the Compensation Committee in 2005 made two stock option grants to Mr. Amos exercisable for a total of 432,574 shares under the 1997 Stock Option Plan and 65,589 performance-based restricted shares (PBRS) under the 2004 Long-Term Incentive Plan. The award to Mr. Amos reflects the finding in the Consultant Report that the total direct compensation levels for Mr. Amos should be approximately at the 93rd percentile for compensation for peer companies, in keeping with the Company’s performance success. In 2005, Mr. Cloninger received 25,000 PBRS shares and two grants of stock options exercisable for a total of 140,000 shares; Mr. Kan received 15,000 PBRS shares and two grants of stock options exercisable for a total of 95,000 shares; and Mr. Smith received 3,500 PBRS shares and a grant of stock options

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exercisable for 9,000 shares. All option grants were made with an exercise price equal to fair market value on the dates of grant.

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

     In connection with making decisions on executive compensation, the Compensation Committee will take into account, as one of the factors which it considers, the provisions of Section 162(m), which limits the deductibility by the Company for federal income tax purposes of certain categories of compensation in excess of $1 million paid to certain executive officers. The Compensation Committee may determine to authorize compensation arrangements that exceed the $1 million deductibility cap imposed by Section 162(m) as it did with respect to Mr. Amos, although it deferred the amount in excess of $1 million until his retirement. The 1985 and 1997 Stock Option Plans, the 2004 Long-Term Incentive Plan and the Management Incentive Plan presently conform to the requirements of Section 162(m) so that stock option grants, Long-Term Incentive Plan awards, and Management Incentive Plan awards are generally performance-based and not subject to the deduction limitation contained in Section 162(m).

Compensation Committee

Robert B. Johnson, Chairman
Tohru Tonoike
Robert L. Wright

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SUMMARY COMPENSATION TABLE

						Annual Compensation							Long-Term Compensation Awards
														Awards							Payouts
									Other					Restricted			Securities
Name and									Annual					Stock			Underlying				LTIP		All Other
Principal Position		Year		Salary		Bonus			Compensation					Award(s)			Options				Payouts		Compensation
				($)		($)(1)			($)(2)					($)(3)			(#)				($)		($)(4)
Daniel P. Amos		2005		1,237,705		2,539,269				178,519				2,541,574			432,574				-0-		5,742
Chairman and CEO		2004		1,200,000		2,196,000				138,122				-0-			477,231				-0-		7,392
		2003		995,000		2,170,593				141,755				-0-			988,692				-0-		7,242
Kriss Cloninger III		2005		766,808		1,256,245				48,314				968,750			140,000				-0-		8,622
President, CFO, and		2004		740,890		1,118,744				62,550				-0-			100,000				-0-		8,472
Treasurer		2003		715,825		1,222,630				77,262				-0-			100,000				-0-		8,322
Hidefumi Matsui		2005		567,799		568,309			-0-					-0-			-0-				-0-		9,387
Chairman, Aflac Japan		2004		556,808		549,236			-0-					-0-			-0-				-0-		9,284
		2003		502,285		899,042			-0-					-0-			-0-				-0-		8,633
Akitoshi Kan		2005		500,000		753,300			-0-					581,250			95,000				-0-		8,622
Chairman,		2004		432,500		448,200				13,015				-0-			50,000				-0-		8,472
Aflac International;		2003		400,000		397,600				6,350				-0-			50,000				-0-		8,322
President and Chief
Operating Officer,
Aflac Japan
Joseph W. Smith, Jr.		2005		425,000		649,462				9,680				135,625			9,000				-0-		6,516
Sr. Vice President,		2004		425,000		432,034				7,470				-0-			10,000				-0-		6,192
Chief Investment Officer		2003		410,000		287,000				9,785				-0-			10,000				-0-		7,098

(1)		Includes for all Named Executive Officers, cash bonuses paid in 2004, 2005, and 2006 under the Management Incentive Plan.
(2)		Includes Company paid financial consulting services of $98,992, $95,355, and $91,444 in 2005, 2004, and 2003, respectively, for Mr. Daniel P. Amos. Includes aircraft expenses of $37,263, $50,848, and $68,817 in 2005, 2004, and 2003, respectively, for Mr. Kriss Cloninger III.
(3)		As of December 30, 2005, restricted stock holdings were 65,589 shares valued at $3,044,641 for Mr. Daniel P. Amos; 25,000 shares valued at $1,160,500 for Mr. Cloninger; 15,000 shares valued at $696,300 for Mr. Kan; and 3,500 shares valued at $162,470 for Mr. Smith, in each case with value based on the closing price of the Company’s Common Stock on December 30, 2005, the last trading day in 2005.
(4)		Includes premiums paid in 2005 for term life insurance in the amount of $1,242, $2,322, $9,387, $2,322, and $216 for Mr. Daniel P. Amos, Mr. Kriss Cloninger III, Mr. Hidefumi Matsui, Mr. Akitoshi Kan, and Mr. Joseph W. Smith, Jr., respectively, and Company matching contributions to the 401(k) plan in the amount of $4,500 for Mr. Daniel P. Amos, and $6,300 each for Mr. Kriss Cloninger III, Mr. Akitoshi Kan, and Mr. Joseph W. Smith, Jr.

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STOCK PERFORMANCE GRAPH

     The following graph compares the five-year performance of the Company’s Common Stock to the Standard & Poor’s 500 Index (S&P 500) and the Standard & Poor’s Life and Health Insurance Index (S&P Life and Health). The Standard & Poor’s Life and Health Insurance Index includes: Aflac Incorporated, Jefferson-Pilot Corporation, Lincoln National Corporation, Metlife Inc., Principal Financial Group Inc., Prudential Financial, Inc., Torchmark Corporation, and UnumProvident Corporation. The graph assumes that the value of the investment in the Company’s Common Stock and each index was $100 at December 31, 2000, and that all dividends were reinvested.

Performance Graph Index
DECEMBER 31

		2000	2001	2002	2003	2004	2005
	Aflac Incorporated	100	69	85	103	114	134
	S&P  500	100	88	69	88	98	103
	S&P  Life and Health	100	92	77	98	120	147

     (All performance data provided by Research Data Group, Inc., San Francisco, CA 94107)

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RETIREMENT PLANS FOR KEY EXECUTIVES

     Participants in the Retirement Plan 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 50% 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 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 is covered by this plan and has 32 years credited service. Under the terms of the plan, Mr. Amos would be entitled to a benefit payable upon retirement in the first year of $3,776,974. Thereafter, Mr. Amos may receive an annual benefit under the first election above of $2,266,184, or under the second election above of $2,039,566.

     The Company maintains the SERP for certain key executives of the Company and its subsidiaries who do not participate in the Retirement Plan. Participation in the SERP is limited to key employees of the Company (and its subsidiaries) designated by the Board of Directors of the Company from time to time. Participants generally must be employed with the Company or a subsidiary at age 55, and with respect to participants who began participating in the SERP after August 11, 1992, must also complete at least 15 years of employment with the Company or a subsidiary and participate in the SERP for at least 5 years to be eligible to receive benefits under the SERP. In the case of certain participants who terminate employment before age 55 but who continue to provide services to the Company pursuant to a consulting agreement, the Chief Executive Officer may, in his or her discretion, cause service during such consulting period to be credited for benefits eligibility (but not benefit accrual) purposes. The SERP includes a three-tiered benefit formula that provides for a 40% benefit upon retirement between the ages of 55 and 59, a 50% benefit upon retirement between the ages of 60 and 64, and a 60% benefit upon retirement for ages 65 and over. A reduced 30% benefit is available to participants with at least 15 years of service who terminate employment prior to age 55. The benefit formula computes benefits using the average of annual compensation for the three consecutive calendar years out of the final 10 consecutive calendar years of employment that yields the highest average. Average compensation is calculated using “Annual Compensation,” which is defined to include both base salary and bonuses for a calendar year. Under the terms of the plan, all benefit calculations are subject to offset for amounts paid under the Company’s qualified defined benefit pension plan.

     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 as previously described and 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. See “Employment Agreements and Termination of Employment Arrangements” for additional information regarding the SERP.

     Messrs. Kriss Cloninger III, Akitoshi Kan, and Joseph W. Smith, Jr. participate in the SERP. The estimated annual benefit payable upon a retirement age of 59 for Mr. Cloninger is $789,643; at a retirement age of 58 for Mr. Kan is $316,196; and at a retirement age of 55 for Mr. Smith is $345,294.

DEFINED BENEFIT PENSION PLAN

     The Company has a tax-qualified noncontributory defined benefit pension plan covering substantially all U.S. employees who satisfy the eligibility requirements. Benefits are calculated in accordance with the following

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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 credited service in excess of 25 years. Participants are eligible to receive normal retirement benefits upon attaining their normal retirement age of 65. Participants with 15 years of credited service are eligible to receive reduced normal retirement benefits upon reaching their early retirement age of 55. A participant can be eligible for full normal retirement benefits when the participant’s years of credited service plus attained age equals or exceeds 80. For purposes of the plan, average monthly compensation is deemed to be the participant’s highest average compensation during any 5 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 and restated are not subject to adjustment for Social Security benefits or other offsets. The benefits payable under the plan may be paid monthly over the life of the participant (with joint and survivor options available at reduced rates). The maximum retirement benefit is limited in accordance with Section 415 of the Code to $170,000 for 2005 ($175,000 for 2006). The maximum compensation that may be taken into account in the calculation of retirement benefits is limited in accordance with Section 401(a)(17) of the Code to $210,000 for 2005 ($220,000 for 2006). These limitation amounts for future years will be indexed for cost-of-living adjustments, but generally only increase when at least a new $5,000 increment is reached. The following table reflects annual benefits as determined by the above formula.

Defined Benefit Pension Plan Table
			Years of Service
Compensation			15			20			25		30			35
$  25,000			$  3,750			$  5,000			$  6,250		$  6,875			$  7,500
50,000			7,500			10,000			12,500		13,750			15,000
75,000			11,250			15,000			18,750		20,625			22,500
100,000			15,000			20,000			25,000		27,500			30,000
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
210,000			31,500			42,000			52,500		57,750			63,000
220,000			33,000			44,000			55,000		60,500			66,000

     Mr. Daniel P. Amos, Mr. Kriss Cloninger III, Mr. Akitoshi Kan, and Mr. Joseph W. Smith, Jr. have 32 years, 14 years, 25 years, and 20 years, respectively, of credited service in the plan.

     Mr. Matsui has waived his rights to participate in the Company’s pension plans and, instead, will receive retirement benefits pursuant to the terms of his employment agreement.

EMPLOYMENT AGREEMENTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS

     On August 1, 1993, the Company entered into an employment agreement with Mr. Daniel P. Amos which provided 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. Mr. Amos’ annual base salary in 2005 was $1,242,000. Pursuant to the employment agreement, his base salary shall be increased annually as determined by the Compensation Committee.

     The agreement provides that Mr. Amos (referred to hereafter as the “Executive”) will continue to participate in the Management Incentive Plan and the Retirement Plan, and will participate in all other fringe benefit plans applicable to employees generally or provided to senior executives of the Company, but not the SERP. The Executive 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 Executive for the scheduled term of the agreement if the employment of the Executive is terminated by the Company without “good cause.” If the Executive’s employment is terminated by the Company for “good cause,” or by the Executive without “good reason,” the Company is generally obligated to pay compensation and benefits only

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to the date of termination (except that the Executive is entitled to benefits under the Retirement Plan if the termination is not for “good cause”). “Good cause” generally means (i) the willful failure by the Executive to substantially perform his management duties for more than 60 days, (ii) intentional conduct by the Executive causing substantial injury to the Company, or (iii) the conviction or plea of guilty by the Executive of a felony crime involving moral turpitude. “Good reason” is defined to include a breach of the agreement, a diminution or change in the Executive’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 Executive 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 Executive becomes totally disabled. Upon the death of the Executive, his estate is to be paid an amount, payable over a three-year period, equal to the Executive’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 Executive’s employment with the Company is terminated by the Company without “good cause,” or by the Executive for “good reason,” the Company must pay to the Executive, 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 Executive’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 30% or more of the Common Stock; (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 merger and consolidation transactions.

     Pursuant to an employment agreement between the Company and Mr. Kriss Cloninger III, as amended, Mr. Cloninger is employed as President and Chief Financial Officer of the Company. The term of the agreement is subject to 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’s annual base salary in 2005 was $766,808. His employment agreement provides that his base salary shall be increased annually during the term of the agreement and any extensions thereof, as determined by the Compensation Committee. The Company shall also pay Mr. Cloninger, as performance bonus compensation, an amount each year under the Company’s Management Incentive Plan.

     Mr. Cloninger is eligible to participate in all fringe benefit programs applicable to employees generally, and shall receive such other “fringe” or employee benefits as are provided to key executive employees of the Company and that are appropriate to his responsibilities as President and 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 agreement, as described above.

     Under Mr. Kriss Cloninger III’s employment agreement, he is a participant in the SERP but not the Retirement Plan. Under the SERP, 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 actuarial equivalent of the annual retirement benefit to which he would have been entitled had he remained in the employ of the Company until (i) age 55 (in the case of a participant who is not yet 55); (ii) age 60 (in the case of a participant who is at least 55, but not yet 60); or (iii) age 65 (in the case of a participant who is at least 60, but not yet 65), as the case may be. 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,

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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.

     Mr. Hidefumi Matsui, Chairman of Aflac Japan, also has an employment agreement. Mr. Matsui’s annual base salary in 2005 was $567,799. Pursuant to the agreement, Mr. Matsui will be considered for salary increases in the same manner and time as the senior executive officers of Aflac. Mr. Matsui participates in the Management Incentive Plan and, in addition, is eligible to receive stock options in the same manner as selected key employees and Directors.

     Mr. Matsui’s employment agreement provides for the retirement benefits described below and he waived his right to participate in the SERP and the Retirement Plan. Mr. Matsui is eligible for retirement benefits as follows: at age 65, mandatory retirement at 65% of base salary on the day before retirement; from age 55 to age 65, voluntary retirement at 50% of base salary on the day before retirement. All retirement benefits paid above shall be subject to annual cost-of-living type increases proportionate to any such compensation increases granted each year to the most senior officers of Aflac Japan, or at the option of Aflac, by any alternate reasonable index of cost-of-living increases. 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.

     Mr. Akitoshi Kan, Chairman of Aflac International, has an employment agreement with the Company, as amended, pursuant to which Mr. Kan is also Executive Vice President and Chief Operating Officer of Aflac Japan. The agreement provides for a three-year term commencing April 1, 2001, with automatic extensions of one-year periods to the term of the agreement occurring on an annual basis beginning April 1, 2002, unless written notice of termination is given prior to such annual extension date by either party. Mr. Kan’s annual base salary in 2005 was $500,000. His employment agreement provides that his base salary may be increased annually during the term of the agreement and any extensions thereof. Mr. Kan is also eligible to participate in the Company’s Management Incentive Plan.

     Mr. Kan is eligible to participate in all fringe benefit programs applicable to employees generally, and shall receive such other “fringe” or employee benefits as are provided to key executive employees of the Company and that are appropriate to his responsibilities as Executive Vice President, Chief Operating Officer, Aflac Japan.

     Other material terms of Mr. Kan’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 agreement, as described above, except that Mr. Kan is a participant in the SERP and not the Retirement Plan.

     Pursuant to an employment agreement between the Company and Mr. Joseph W. Smith, Jr., Mr. Smith is employed as Senior Vice President, Chief Investment Officer of the Company. The term of the agreement which provided for a three-year term commencing January 1, 1998, with automatic extensions of one-year periods to the term of the agreement occurring on an annual basis beginning January 1, 1999, unless written notice of termination is given prior to such annual extension date by either party. Mr. Smith’s annual base salary in 2005 was $425,000. His employment agreement provides that his base salary may be increased annually during the term of the agreement and any extensions thereof. Mr. Smith is also eligible to participate in the Company’s Management Incentive Plan.

     Mr. Smith is eligible to participate in all fringe benefit programs applicable to employees generally, and shall receive such other “fringe” or employee benefits as are provided to key executive employees of the Company and that are appropriate to his responsibilities as Senior Vice President and Chief Investment Officer of the Company.

     Other material terms of Mr. Smith’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 agreement, as described above, except that Mr. Smith is a participant in the SERP and not the Retirement Plan.

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OPTION GRANTS IN 2005

Individual Grants											Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term (1)
Name		Number of Securities Underlying Options Granted (#)			Percent of Options Granted to Employees in 2005		Exercise or Base Price ($/Sh)		Expiration Date		5% ($)		10% ($)
Stock Appreciation		N/A			N/A		N/A		N/A		14,897,744,117		37,764,512,068
for All Shareholders (1)
Daniel P. Amos, CEO (2)		143,169			6.8		38.7500		02/08/15		3,489,029		8,842,179
		289,405			13.7		43.6650		08/09/15		7,947,061		20,139,694
Kriss Cloninger III (2)		80,000			3.8		38.7500		02/08/15		1,949,600		4,940,800
		60,000			2.8		43.6650		08/09/15		1,647,600		4,175,400
Akitoshi Kan (2)		45,000			2.1		38.7500		02/08/15		1,096,650		2,779,200
		50,000			2.4		43.6650		08/09/15		1,373,000		3,479,500
Joseph W. Smith, Jr. (2)		9,000			0.4		38.7500		02/08/15		219,330		555,840

(1)		The assumed 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 SEC) are compounded annually and therefore are shown at the compound appreciation rates of 63% and 159%, respectively.
(2)		The option grants to Mr. Daniel P. Amos, Mr. Kriss Cloninger, and Mr. Akitoshi Kan will become exercisable on the first anniversary date of each option grant. The option granted to Mr. Joseph W. Smith, Jr., will become exercisable on the third anniversary date of the option grant.

     AGGREGATED OPTION EXERCISES IN 2005
AND OPTION VALUES AS OF DECEMBER 31, 2005

								Number of Securities Underlying Unexercised Options at 12-31-05 (#)						Value of Unexercised In-the-Money Options at 12-31-05 ($)
Name		Shares Acquired on Exercise (#)			Value Realized ($)			Exercisable			Unexercisable			Exercisable			Unexercisable
Daniel P. Amos, CEO		690,348			24,011,800			4,226,004			1,665,638			92,487,616			18,427,406
Kriss Cloninger III		122,112			4,144,797			815,333			306,667			19,219,217			2,814,403
Hidefumi Matsui		225,000			6,090,100			275,000			-0-			7,240,258			-0-
Akitoshi Kan		150,000			2,456,410			66,666			178,334			927,245			1,500,655
Joseph W. Smith, Jr.		41,134			1,333,729			188,333			25,667			5,216,129			272,583

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     During 2005, the members of the Company’s Compensation Committee were Robert B. Johnson (Chairman), Mr. Glenn Vaughn, and Robert L. Wright, through May 2, 2005. On such date, Mr. Tohru Tonoike replaced Mr. Vaughn as a member of the Compensation Committee. None of such persons is a current or former employee or officer of the Company or any of its subsidiaries. During 2005, no member of the Compensation Committee was an executive officer of another entity on whose compensation committee or board of directors any executive officer of the Company served.

CERTAIN TRANSACTIONS AND RELATIONSHIPS

     Information is provided with respect to executive officers, Directors, Director Nominees, and/or members of their immediate families who were indebted to the Company or its subsidiaries at any time since January 1, 2005, in excess of $60,000 as follows:

     For services rendered in 2005, $751,878 in salary and bonus was paid by Aflac to Paul S. Amos II, the son of Daniel P. Amos. Mr. Paul S. Amos II serves as Executive Vice President, Aflac U.S. Operations. In addition, he received such employee benefits and other compensation (including stock awards) as were made available to senior management of the Company generally. In 2005, he earned renewal and first-year commissions before expenses of $149,837. He served as North Georgia Co-State Sales Coordinator from 2002 through 2004. With respect to Paul S. Amos II, his first-year and renewal commission rates (1% and .2%, respectively), were significantly below other State Sales Coordinators’ commission rates (approximately 5.0% and 1.0%, respectively).

     John 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. In 2005, he earned renewal and first-year commissions before expenses of $2,823,092. In 2005, $159,067 was paid by Aflac to a corporation of which Maria Theresa Land, the sister of John Shelby Amos II, is the sole shareholder. This amount was earned as renewal commissions before expenses by W. Donald Land, the deceased husband of Maria Theresa 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, including travel, office expenses, incentives for District and Regional Sales Coordinators and Associates in their states, and recruiting and training costs. The compensation arrangements with John Shelby Amos II, and W. Donald Land were no more favorable when contracted than those of other State Sales Coordinators.

     In 2005, $192,903 was paid by Aflac to John William Amos, the son of John Shelby Amos II. This amount was earned as renewal and first-year commissions before expenses. John William Amos serves as an Alabama District Sales Coordinator. In 2005, $214,653 was paid by Aflac to Joe Frank Harris Jr., the son of Joe Frank Harris. This amount was earned as renewal and first-year commissions before expenses. Joe Frank Harris Jr. serves as a Georgia District Sales Coordinator. District Sales Coordinators are not salaried employees but are compensated on a commission basis and are required to pay their own expenses. The compensation arrangement with John William Amos and Joe Frank Harris Jr. is the same as with other District Sales Coordinators.

     In 2005, $127,509 was paid by Aflac to Michael S. Kirkland, the son of Ronald E. Kirkland, an executive officer of Aflac. Michael Kirkland serves as a Missouri Regional Sales Coordinator. This amount was earned as renewal and first-year commissions before expenses. Regional Sales Coordinators are not salaried employees but are compensated on a commission basis and are required to pay their own expenses, including travel, office expenses, incentives for District Coordinators and Associates in their states, and recruiting and training costs. The compensation arrangement with Michael S. Kirkland is the same as other Regional Sales Coordinators.

     For services rendered in 2005, $407,485 in salary and bonus was paid by the Company to Kenneth S. Janke Jr., the son of Kenneth S. Janke Sr. Mr. Janke Jr. serves as Senior Vice President, Investor Relations. In addition, he received such employee benefits and other compensation (including stock awards) as were made available to senior management of the Company generally. Joey M. Loudermilk is the Executive Vice President, General Counsel and Corporate Secretary of the Company. For services rendered in 2005, $63,846 in salary and bonus was paid by Aflac to Mr. Loudermilk’s brother-in-law, James M. Tucker, Jr., and $76,690 in salary and bonus was paid by Aflac to Mr. Loudermilk’s son, Matthew Loudermilk. In 2005, Mr. Loudermilk’s sister, Melissa L. Tucker, was an employee of Aflac and received less than $60,000 in salary and bonus. All of these employees also participated in all fringe benefit programs available to employees generally.

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Name		Largest Aggregate Amount Outstanding Since January 1, 2005 ($)		Nature of Indebtedness (2)		Rate of Interest %		Amount Outstanding as of March 6, 2006 ($)
Susan Blanck McNerney (1)		13,209		Stock Option Note		3.02		-0-
		29,142		Stock Option Note		3.38		-0-
		14,763		Stock Option Note		3.27		-0-
		14,905		Stock Option Note		3.12		-0-
		24,052		Stock Option Note		3.49		-0-

(1)		Susan Blanck McNerney became an executive officer of Aflac on January 31, 2006.
(2)		Collateralized note accepted by the Company in payment of stock option exercised.

     The following table provides information with respect to compensation plans under which our equity securities are authorized for issuance to employees or Non-employee Directors, as of December 31, 2005.

Equity Compensation Plan Information

Plan Category	Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)	Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans Excluding Securities Reflected in Column (a) (c)
Equity Compensation Plans       Approved by Shareholders	19,981,040	$27.40	26,942,150*
Equity Compensation Plans       Not Approved by Shareholders	-0-	-0-	-0-
Total	19,981,040	$27.40	26,942,150

     * Of the shares listed in column (c), 11,730,059 shares are available for grant other than in the form of options, warrants or rights (i.e., in the form of restricted stock or restricted stock units).

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2. RATIFICATION OF APPOINTMENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     In February 2006, the Audit Committee voted to appoint KPMG LLP, an independent registered public accounting firm, to perform the annual audit of the Company’s consolidated financial statements for the fiscal year 2006, subject to ratification by the shareholders.

     Representatives of KPMG LLP are expected to be present at the 2006 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 aggregate fees for professional services rendered to the Company by KPMG LLP for the years ended December 31, were as follows:

	2005		2004
Audit fees – Audit of the Company’s consolidated financial
statements for the years ended December 31*	$3,881,195		$5,154,531
Audit related fees (audits of subsidiaries and
employee benefit plans)	169,476		164,706
Tax fees	924		924
All other fees	30,000		-0-
Total fees:	4,081,595		5,320,161

(*)		The audit fees for 2005 and 2004 include $1,924,551 and $3,339,250, respectively for the services rendered for the attestation with respect to, and related reviews of, the Company’s internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act of 2002.

     The Audit Committee of the Board of Directors has considered whether the provision of the non-audit professional services is compatible with maintaining KPMG LLP’s independence and has concluded that it is. The Audit Committee pre-approves all audit and non-audit services provided by KPMG LLP.
 

THE BOARD OF DIRECTORS RECOMMENDS UNANIMOUSLY A VOTE “FOR”
RATIFICATION OF THE SELECTION OF KPMG LLP
AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

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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 2007 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 16, 2006. To be timely, shareholder proposals submitted outside the processes of Rule 14a-8 must be received by the Secretary of the Company after December 31, 2006, and before February 1, 2007.

Annual Report

     The Company has delivered a copy of its Annual Report to each shareholder entitled to vote at the 2006 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	By Order of the Board of Directors,
Aflac Incorporated
Worldwide Headquarters
Columbus, Georgia 31999
	Joey M. Loudermilk
	Secretary

March 17, 2006

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PROXY

AFLAC INCORPORATED
Worldwide Headquarters
1932 Wynnton Road, Columbus, Georgia 31999

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Daniel P. Amos, Kriss Cloninger III, and E. Stephen Purdom, M.D., 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 22, 2006, at the Annual Meeting of the Shareholders to be held on Monday, May 1, 2006, 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 seventeen 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.	Daniel P. Amos	7.	Kenneth S. Janke Sr.	13.	Barbara K. Rimer, Dr. PH
2.	John Shelby Amos II	8.	Douglas W. Johnson	14.	Marvin R. Schuster
3.	Michael H. Armacost	9.	Robert B. Johnson	15.	David Gary Thompson
4.	Kriss Cloninger III	10.	Charles B. Knapp	16.	Tohru Tonoike
5.	Joe Frank Harris	11.	Hidefumi Matsui	17.	Robert L. Wright
6.	Elizabeth J. Hudson	12.	E. Stephen Purdom, M.D.

2.      Ratification of appointment of KPMG LLP as independent registered public accounting firm.		For			Against			Abstain
		______			__________			___________

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.  IN THE ABSENCE OF SPECIFIC INSTRUCTIONS,  THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1, 2, AND 3.

(PLACE LABEL HERE)

	Sign here as name(s) appears on account:
	X	_________________________________________________________
	X	_________________________________________________________
	Date _____________________________________________, 2006
	If acting as Attorney, Executor, Trustee or in other representative capacity, please sign name and title.
Complete the proxy, turn the proxy over, read description of voting rights and complete, sign and date the affidavit if applicable.

A-1

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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 support this statement at the request of the Company.	________ Shares @	1 Vote/Share	=	________ Votes
	________ Shares @	10 Votes/Share	=	________ Votes
		Total	=	________ Votes
Sign here X _________________________
X _________________________		Date  ______________, 2006

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PROXY

AFLAC INCORPORATED
Worldwide Headquarters
1932 Wynnton Road, Columbus, Georgia 31999

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Daniel P. Amos, Kriss Cloninger III, and E. Stephen Purdom, M.D., 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 22, 2006, at the Annual Meeting of the Shareholders to be held on Monday, May 1, 2006, 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 seventeen 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*
		______			__________			___________

01	Daniel P. Amos	07	Kenneth S. Janke Sr.	13	Barbara K. Rimer, Dr. PH
02	John Shelby Amos II	08	Douglas W. Johnson	14	Marvin R. Schuster
03	Michael H. Armacost	09	Robert B. Johnson	15	David Gary Thompson
04	Kriss Cloninger III	10	Charles B. Knapp	16	Tohru Tonoike
05	Joe Frank Harris	11	Hidefumi Matsui	17	Robert L. Wright
06	Elizabeth J. Hudson	12	E. Stephen Purdom, M.D.

2.      Ratification of appointment of KPMG LLP as independent registered public accounting firm.		For			Against			Abstain
		______			__________			___________

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.  IN THE ABSENCE OF SPECIFIC INSTRUCTIONS, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1, 2, AND 3.

Only if you agree with the voting rights below, you can vote by telephone or internet.  **QUICK **EASY**IMMEDIATE**

Call *** Toll Free*** On a Touch Tone Telephone for Telephone Voting, or, Vote over the internet using the Address Below.
PHONE VOTING		INTERNET VOTING
1-888-297-9553	OR	www.voteyourproxy.com

PROXY #

COMPANY#

ACCT.#

According to the records of the Company you are entitled to the following number of votes:

Sign here as name(s) appears on account:

VOTING RIGHTS	X	_________________________________________________________
	X	_________________________________________________________
	Date _____________________________________________, 2006
	If acting as Attorney, Executor, Trustee or in other representative capacity, please sign name and title.
	If you do not agree with the voting rights, check here _______ and complete, sign and date the reverse side.

B-1

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FIRST CLASS

 

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.

     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

___________________________________________________________________________
___________________________________________________________________________

 

I agree to provide evidence to support this statement at the request of the Company.	________ Shares @	1 Vote/Share	=	________ Votes
	________ Shares @	10 Votes/Share	=	________ Votes
		Total	=	________ Votes
Sign here X _________________________
X _________________________		Date  ______________, 2006

B-2

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