AFLAC INC (Form: 8-K, Received: 01/28/2005 17:14:08)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported) January 28, 2005

	AFLAC Incorporated

	(Exact name of Registrant as specified in its charter)

GEORGIA	1-7434	58-1167100
(State or other jurisdiction of	(Commission	(I.R.S. Employer Identification No.)
incorporation or organization)	File Number)

1932 Wynnton Road, Columbus, Georgia		31999
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (706) 323-3431

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

AFLAC Incorporated utilizes the forms of stock option agreements and notices, attached hereto as Exhibits 10.1 through 10.4, to evidence grants under its 2004 Long-Term Incentive Plan. AFLAC Incorporated utilizes the forms of stock option agreements and notices, attached hereto as Exhibits 10.5 through 10.7, to evidence grants under its 1997 Stock Option Plan.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c)	Exhibits.

		10.1	-	Form of Non-Employee Director Stock Option Agreement (NQSO) under the 2004 AFLAC Incorporated Long-Term Incentive Plan

		10.2	-	Notice of grant of stock options to non-employee director under the 2004 AFLAC Incorporated Long-Term Incentive Plan

		10.3	-	Form of Non-Employee Director Restricted Stock Award Agreement under the 2004 AFLAC Incorporated Long-Term Incentive Plan

		10.4	-	Notice of restricted stock award to non-employee director under the 2004 AFLAC Incorporated Long-Term Incentive Plan

		10.5	-	Form of Officer Stock Option Agreement (Non-Qualifying Stock Option) under the AFLAC Incorporated 1997 Stock Option Plan

		10.6	-	Form of Officer Stock Option Agreement (Incentive Stock Option) under the AFLAC Incorporated 1997 Stock Option Plan

		10.7	-	Notice of grant of stock options and stock option agreement to officers under the AFLAC Incorporated 1997 Stock Option Plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

AFLAC INCORPORATED


/s/ Ralph A. Rogers, Jr.		January 28, 2005

(Ralph A. Rogers, Jr.)
Senior Vice President, Financial Services
Chief Accounting Officer

EXHIBIT INDEX

10.1	-	Form of Non-Employee Director Stock Option Agreement (NQSO) under the 2004 AFLAC Incorporated Long-Term Incentive Plan

10.2	-	Notice of grant of stock options to non-employee director under the 2004 AFLAC Incorporated Long-Term Incentive Plan

10.3	-	Form of Non-Employee Director Restricted Stock Award Agreement under the 2004 AFLAC Incorporated Long-Term Incentive Plan

10.4	-	Notice of restricted stock award to non-employee director under the 2004 AFLAC Incorporated Long-Term Incentive Plan

10.5	-	Form of Officer Stock Option Agreement (Non-Qualifying Stock Option) under the AFLAC Incorporated 1997 Stock Option Plan

10.6	-	Form of Officer Stock Option Agreement (Incentive Stock Option) under the AFLAC Incorporated 1997 Stock Option Plan

10.7	-	Notice of grant of stock options and stock option agreement to officers under the AFLAC Incorporated 1997 Stock Option Plan

EXHIBIT 10.1

NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT
(NON-QUALIFYING STOCK OPTION)

AFLAC INCORPORATED
Columbus, Georgia 31999
(Hereinafter called "the Company")

<FirstName> <MiddleName> <LastName>

Pursuant to Section 12 of the 2004 AFLAC Incorporated Long-Term Incentive Plan (the "Plan"), adopted by the Company's Board of Directors on February 10, 2004, and approved by the shareholders of the Company on May 3, 2004, <FirstName> <MiddleName> <LastName> (the "Grantee") is hereby granted by action of the Board of Directors an option (the "Option") to purchase <SharesGranted> shares (the "Option Shares") of common stock of the Company, par value $0.10 per share ("Company Stock"), at the price of <OptionPrice> per share, subject to the terms and conditions of this Stock Option Agreement (this "Agreement") and subject to the terms of the Plan.

1. Grant of the Option . The Option is granted as of <LongOptionDate> , (the "Date of Grant"). The number of Option Shares and the exercise price per share of the Option are subject to adjustment from time to time as provided in Section 3 of the Plan.

2. Status of the Option . The Option is not intended to qualify as an "Incentive Stock Option" within the meaning of Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the "Code").

3. Expiration of the Option . The Option shall expire and may no longer be exercised on or after the date ten (10) years after the Date of Grant (the "Expiration Date").

4. Non-assignability . Except under the laws of descent and distribution, the Grantee shall not be permitted to sell, transfer, pledge or assign the Option or this Agreement[; provided that, subject to such terms and conditions as the Board of Directors may establish, the Grantee shall be permitted to transfer the Option in accordance with Section 20(b) of the Plan]. [Unless transferred pursuant to the foregoing sentence,] the Option shall be exercisable, during the Grantee's lifetime, only by the Grantee. Without limiting the generality of the foregoing, except as otherwise provided herein, the Option may not be assigned, transferred, pledged or hypothecated in any way, shall not be assignable by operation of law, and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the Option shall be null and void and without effect.

5. Exercisability and Duration of the Option .

(a) Right to Exercise . Unless otherwise determined by the Committee and set forth upon the attached Notice of Grant of Stock Options and Stock Option Agreement, this option shall be exercisable immediately on the Date of Option Grant; provided however, that upon the Grantee's cessation of service by reason of retirement (i.e., following the completion of a minimum of five (5) years of service on the Board of Directors), the Option shall be one hundred percent (100%) vested and immediately exercisable.

(b) Duration of the Option . Upon the cessation of the Grantee's membership on the Board of Directors for any reason except retirement as described in Section 5(a), the Option, to the extent not then exercisable, shall expire, and to the extent then exercisable, shall remain exercisable until the Expiration Date. Upon the cessation of the Grantee's membership on the Board of Directors by reason of retirement as described in Section 5(a), the Option shall become fully exercisable and remain exercisable until the Expiration Date.

(c) Method of Exercise . To exercise the Option as to all or any part of the Option Shares with respect to which the Option is vested and exercisable, the Grantee (or after the Grantee's death, the person authorized to exercise the Option as provided in Section 20 of the Plan) shall deliver written notice of such exercise to the Company official designated by the Committee (or, in absence of such designation, the Secretary of the Company). The notice shall be in such form as the Committee may require from time to time and identify the number of Option Shares with respect to which the Option is being exercised, provided that the Option may not be exercised for a fraction of an Option Share. The date of receipt of such notice shall be deemed the date of exercise. If someone other than the Grantee exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option.

(d) Payment . Payment in full of the purchase price for the Option Shares purchased pursuant to the exercise of the Option shall be made upon exercise of the Option in accordance with Section 7(c)(iii) of the Plan in cash or by tender of previously held Company Stock with a Fair Market Value as of the date of exercise equal to the exercise price, in each case under procedures established by the Committee pursuant to Section 7(c)(iii) of the Plan.

(e) Delivery of Option Shares . The Secretary of the Company shall have full authority to direct the proper officers of the Company to issue or transfer shares of Company Stock pursuant to the exercise of the Option. As soon as practicable after its receipt of such notice and payment, the Company shall cause the shares so purchased to be issued to the Grantee or to the person authorized to exercise the Option after the Grantee's death, as the case may be, and shall promptly thereafter cause one or more certificates for such shares to be delivered to the Grantee or other person.

6. Certain Securities Law and Other Requirements . The Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any Option Shares to the Grantee upon exercise of the Option, if such exercise, in the opinion of counsel for the Company, would violate the Securities Act of 1933 (the "Securities Act") or any other federal or state statutes having similar requirements as may be in effect at that time. The Company shall be under no obligation to register the Option Shares pursuant to the Securities Act or any other federal or state securities laws. Unless the Company has filed an effective registration statement pursuant to the Securities Act covering the exercise of the Option, the Grantee, upon purchasing the Option Shares shall be required to represent to the Company that the Grantee is acquiring such shares for investment purposes and not with a view to their sale or distribution, and each certificate for such shares shall have printed or stamped thereon appropriate language, as determined by the Secretary of the Company. The Secretary of the Company may, in his or her discretion, require the Grantee, as a condition to the Company's obligation to deliver Option Shares hereunder, take such action as is necessary or advisable to ensure that issuance of the Option Shares will be in compliance with applicable law.

7. No Additional Rights . Neither this Agreement nor any of the transactions contemplated hereby shall affect any right of the Grantee to continue as a director of the Company or otherwise to provide services to the Company or any of its Affiliates.

8. Notices . Except as otherwise provided in Section 5(c) hereof, all notices or other communications here under shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) upon confirmation of receipt when such notice or other communication is sent by facsimile or telex, (c) one day after timely delivery to an overnight delivery courier, or (d) on the fifth day following the date of deposit in the United States mail if sent first class, postage prepaid, by registered or certified mail. The addresses for such notices shall be as follows:

	If to the Company:	_________________________________
		_________________________________
		_________________________________
		Facsimile: ________________________
		Attn: ____________________________

	If to the Participant:	_________________________________
		_________________________________
		_________________________________
		Facsimile: ________________________

Either party hereto may change such party's address for notices by notice duly given pursuant hereto.

9. Failure to Enforce Not a Waiver . The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

10. Incorporation of Plan . The Plan is hereby incorporated by reference into this Agreement and made a part hereof, and the Option and this Agreement shall be subject to all terms and conditions of the Plan.

11. Amendments . The Board of Directors may amend the terms of this Agreement prospectively or retroactively at any time, but no such amendment shall impair the rights of the Grantee hereunder without the Grantee's consent.

12. Protections Against Violations of Agreement . No purported sale, assignment, mortgage, hypothecation, transfer, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any of the Option Shares by any holder thereof in violation of the provisions of this Agreement or the Certificate of Incorporation or the Bylaws of the Company will be valid, and the Company will not transfer any of said Option Shares on its books nor will any of said Option Shares be entitled to vote, nor will any dividends be paid thereon, unless and until there has been full compliance with said provisions to the satisfaction of the Company. The foregoing restrictions are in addition to and not in lieu of any other remedies, legal or equitable, available to enforce said provisions.

13. Survival of Terms . This Agreement shall apply to and bind the Grantee and the Company and their respective permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors.

14. Rights as a Stockholder . Neither the Grantee nor any of the Grantee's successors in interest shall have any rights as a stockholder of the Company with respect to any shares of Company Stock subject to the Option until the date of issuance of a stock certificate for such shares of Company Stock.

15. Authority of the Board . The Board of Directors shall have full authority to interpret and construe the terms of the Plan and this Agreement. The determination of the Board of Directors as to any such matter of interpretation or construction shall be final, binding and conclusive.

16. Representations . The Grantee hereby acknowledges that the Grantee has reviewed with the Grantee's own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Grantee understands that the Grantee (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement.

17. Acceptance . The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors upon any questions arising under this Agreement.

18. Authorization . The Grantee hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to take such steps as may be necessary to carry out any of the transactions contemplated by this Agreement.

19. Certain Defined Terms . Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Plan.

20. Interpretation . Headings to provisions of this Agreement are intended for convenience of reference only and shall have no effect on the interpretation of this Agreement.

21. Severability . If any provision of this Agreement is held to be invalid or unenforceable, the other provisions of this Agreement shall not be affected but shall be applied as if the invalid or unenforceable provision had not been included in this Agreement.

22. Applicable Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Georgia, except to the extent that federal law is controlling.

	AFLAC INCORPORATED
	By:	DANIEL P. AMOS
	Title:	Chairman and Chief Executive Officer

Acknowledgment:

The Grantee acknowledges by his or her signature on the attached Notice of Grant of Stock Options and Option Agreement that the Grantee has received a copy of the 2004 AFLAC Incorporated Long-Term Incentive Plan Prospectus, has read the same, and is familiar with its provisions and understands and agrees that they, as well as the terms stated herein and upon the attached notice, are part of this Stock Option Agreement.

EXHIBIT 10.2



NOTICE OF GRANT OF STOCK OPTIONS	AFLAC INCORPORATED
AND STOCK OPTION AGREEMENT	ID: 58-1167100
	Worldwide Headquarters
NON-EMPLOYEE DIRECTOR	1932 Wynnton Road
	Columbus, Georgia 31999

<FirstName> <MiddleName> <LastName>	Option Number:	<Number>
<Address>	Plan:	2004 Long-Term Incentive Plan
<Address2>	ID:	<ID>
<Address3>

Effective <LongOptionDate>, you have been granted a Non-qualifying stock option (NQ) to buy <SharesGranted> shares of AFLAC INCORPORATED (the Company) stock at <OptionPrice> per share. The total option price of the shares granted is <totaloptionprice>.

Shares in each period will become fully vested on the date shown below if you continue your active membership on the AFLAC Incorporated Board of Directors.

Shares	Vest Type	Full Vest

<sharesperiod1>	<vesttypeperiod1>	<vestdateperiod1>
<sharesperiod2>	<vesttypeperiod2>	<vestdateperiod2>
<sharesperiod3>	<vesttypeperiod3>	<vestdateperiod3>
<sharesperiod4>	<vesttypeperiod4>	<vestdateperiod4>

Summary of Option Terms:

Duration of Option - Ten years from the effective date of the option (Option Term), or until one of the following conditions exist.

Upon the cessation of your membership on the Board of Directors for any reason other than retirement, this Option to the extent not then exercisable (unvested), shall expire, and to the extent then exercisable (vested), shall remain exercisable until the expiration of the Option Term as provided above.

Upon the cessation of your membership on the Board of Directors due to your attainment of the normal retirement age for a member of the Board of Directors, (and after the completion of five (5) years of service on the Board of Directors) this Option shall become one hundred percent (100%) vested and shall remain exercisable until the expiration of the Option Term as provided above.

By your signature and the Company's signature below, you and the Company agree that these options are granted under and governed by the terms and conditions of the Company's 2004 Long-Term Incentive Plan and the Stock Option Agreement relating to these options, which are attached to and made a part of this document.

_______________________________________		__________________________________
By Daniel P. Amos		Date
AFLAC INCORPORATED

_______________________________________		__________________________________
<FirstName> <MiddleName> <LastName>		Date

EXHIBIT 10.3

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT

AFLAC INCORPORATED
RESTRICTED STOCK AWARD AGREEMENT

This restricted stock award agreement (the "Agreement") is made this _____ day of __________________, ___________, by and between AFLAC Incorporated, a Georgia corporation, (the "Company"), and ______________________________________, a resident of __________________________, ____________________ ("Participant").

A. Award . The Company hereby grants to Participant a restricted stock award of ______________ shares (each a "Share") of AFLAC Incorporated Common Stock, par value $.10 per share, subject to the terms and conditions set forth herein and in the 2004 AFLAC Incorporated Long-Term Incentive Plan (the "Plan").

B. Restrictions on Transfer . Until the restriction on transfer of the Shares lapses as provided in Paragraph D, below, or as otherwise provided in the Plan, no transfer of the Shares or any of the Participant's rights with respect to such Shares, whether voluntary or involuntary, by operation of law or otherwise, shall be permitted. Unless the Board of Directors determines otherwise, upon any attempt to transfer a Share or any rights in respect of a Share before the lapse of such restrictions, such Share, and all of the rights related thereto, shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind.

C. Forfeiture . Upon the cessation of the Participant's membership on the Board of Directors for any reason, any and all Shares as to which the restrictions on transferability shall not have lapsed pursuant to Paragraph D, below, or as otherwise provided in the Plan shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind.

D. Right to Exercise . Unless otherwise determined by the Committee and set forth upon the attached Notice of Grant of Stock Options and Stock Option Agreement, this option shall be exercisable immediately on the Date of Option Grant; provided however, that upon the Grantee's cessation of service by reason of retirement (i.e., following the completion of a minimum of five (5) years of service on the Board of Directors), the Option shall be one hundred percent (100%) vested and immediately exercisable.

E. Miscellaneous .

1. Legends; Book Entry . Participant agrees that each book entry statement evidencing a Share shall bear the following legend:

The transferability of this certificate and the shares of stock represented hereby are subject to the restrictions, terms and conditions (including forfeiture provisions and restrictions against transfer) contained in the AFLAC Incorporated 2004 Long-Term Incentive Plan and an Agreement entered into between the registered owner of such shares and the Company. A copy of the Plan and Agreement is on file in the office of the Secretary of the Company, 1932 Wynnton Road, Columbus, GA 31999.

The book entry transfer evidencing the Shares shall be held in the custody of the Company until the restrictions thereon shall have lapsed, and, as a condition to the grant of the Shares, the Participant shall deliver to the Company a stock power, endorsed in blank, relating to the Shares in such form as the Secretary of the Company may require. Reasonably promptly after the restrictions on transferability of the Shares shall lapse, the Company shall cause to be delivered to the Participant a certificate evidencing such share, free of the legend set forth above.

2. No Additional Rights . Neither this Agreement nor any of the transactions contemplated hereby shall affect any right of the Participant to continue as a director of the Company or otherwise to provide services to the Company or any of its Affiliates or any of the terms or conditions of any such service.

3. Notices . All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) upon confirmation of receipt when such notice or other communication is sent by facsimile or telex, (c) one day after timely delivery to an overnight delivery courier, or (d) on the fifth day following the date of deposit in the United States mail if sent first class, postage prepaid, by registered or certified mail. The addresses for such notices shall be as follows:

	If to the Company:	_________________________________
		_________________________________
		_________________________________
		Facsimile: ________________________
		Attn: ____________________________

	If to the Participant:	_________________________________
		_________________________________
		_________________________________
		Facsimile: ________________________

Either party hereto may change such party's address for notices by notice duly given pursuant hereto.

4. Securities Laws Requirements . The Company shall not be obligated to transfer any Shares to the Participant free of the restrictive legend described in Paragraph E.1, above, if such transfer, in the opinion of counsel for the Company, would violate the Securities Act of 1933, as amended (or any other federal or state statutes having similar requirements as may be in effect at the time transfer otherwise would be made).

5. Section 83(b) Election . The Participant acknowledges that it is the Participant's sole responsibility and not the Company's responsibility to file timely any election under Section 83(b) of the Internal Revenue Code of 1986, as amended, even if the Participant requests the Company or its agents to make this filing on the Participant's behalf. The Participant shall notify the Secretary of the Company of any such election within ten (10) days of filing notice of the election with the Internal Revenue Service.

6. Failure to Enforce Not a Waiver . The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

7. Incorporation of Plan . The Plan is hereby incorporated by reference into this Agreement and made a part hereof, and the Shares and this Agreement shall be subject to all terms and conditions of the Plan.

8. Amendments . The Board of Directors may amend the terms of this Agreement prospectively or retroactively at any time, but no such amendment shall impair the rights of the Participant hereunder without the Participant's consent.

9. Survival of Terms . This Agreement shall apply to and bind the Participant and the Company and their respective permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors.

10. Rights as a Stockholder . Subject to the restrictions set forth in the Plan and this Agreement, the Participant shall possess all incidents of ownership with respect to the Shares, including the right to receive or reinvest dividends with respect to such Shares and to vote such Shares.

11. Authority of the Board . The Board of Directors shall have full authority to interpret and construe the terms of the Plan and this Agreement. The determination of the Board of Directors as to any such matter of interpretation or construction shall be final, binding and conclusive.

12. Representations . The Participant hereby acknowledges that the Participant has reviewed with the Participant's own tax advisors the Federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands that the Participant (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement.

13. Acceptance . The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement and that the Participant has read and understand the terms and provisions thereof, and accepts the Shares subject to all the terms and conditions of the Plan and this Agreement. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors upon any questions arising under this Agreement.

14. Authorization . The Participant hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to take such steps as may be necessary to carry out any of the transactions contemplated by this Agreement, including without limitation the transfer of the Shares to the Company upon their forfeiture by the Participant.

15. Certain Defined Terms . Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Plan.

16. Interpretation . Headings to provisions of this Agreement are intended for convenience of reference only and shall have no effect on the interpretation of this Agreement.

17. Severability . If any provision of this Agreement is held to be invalid or unenforceable, the other provisions of this Agreement shall not be affected but shall be applied as if the invalid or unenforceable provision had not been included in this Agreement.

18. Applicable Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Georgia, except to the extent that federal law is controlling.

IN WITNESS WHEREOF, the Company and Participant have executed this Agreement on the date set forth in the first paragraph.

		AFLAC INCORPORATED

	By:	___________________________________
	Name:	DANIEL P. AMOS
	Title:	Chairman and Chief Executive Officer

	(Participant)

	____________________________________________
	Name:	___________________________________

EXHIBIT 10.4



NOTICE OF GRANT OF AWARD	AFLAC INCORPORATED
AND AWARD AGREEMENT	ID: 58-1167100
	Worldwide Headquarters
NON-EMPLOYEE DIRECTOR	1932 Wynnton Road
	Columbus, Georgia 31999

<FirstName> <MiddleName> <LastName>	Award Number:	<Number>
<Address>	Plan:	2004 Long-Term Incentive Plan
<Address2>	ID:	<ID>
<Address3>

Effective <LongOptionDate>, you have been granted an award of <AwardsGranted> shares of AFLAC INCORPORATED (the Company) common stock.

The current total value of the Award at the date of issue was $______________.

These award shares are restricted until the vest date shown below:

Shares	Vest Type	Full Vest

<sharesperiod1>	<vesttypeperiod1>	<vestdateperiod1>
<sharesperiod2>	<vesttypeperiod2>	<vestdateperiod2>
<sharesperiod3>	<vesttypeperiod3>	<vestdateperiod3>
<sharesperiod4>	<vesttypeperiod4>	<vestdateperiod4>

Summary of Award Terms:

These shares of restricted stock will be held in book entry form in the custody of the Company until the restrictions thereon have lapsed.

Subject to the restrictions set forth in the Plan and the Award Agreement relating to this award, you shall possess all incidents of ownership with respect to the Shares, including the right to receive or reinvest dividends with respect to such Shares and to vote such Shares.

By your signature and the Company's signature below, you and the Company agree that this award is granted under and governed by the terms and conditions of the Company's 2004 Long-Term Incentive Plan and the Award Agreement relating to this award, which are attached to and made a part of this document.

_______________________________________		__________________________________
By Daniel P. Amos		Date
AFLAC INCORPORATED

_______________________________________		__________________________________
<FirstName> <MiddleName> <LastName>		Date

EXHIBIT 10.5

AFLAC INCORPORATED 1997 STOCK OPTION PLAN
OFFICER STOCK OPTION AGREEMENT
(NON-QUALIFYING STOCK OPTION)
Non-Transferable

AFLAC INCORPORATED
Columbus, Georgia 31999
(hereinafter called "the Company")

<Name>

The Company's Board of Directors hereby grants to < Name > (hereinafter called the "Grantee") the option to purchase < nqgranted > shares of common stock of the Company at the price of < nqprice > per share, under the terms and conditions of this Stock Option Agreement and subject to the terms of the AFLAC Incorporated 1997 Stock Option Plan (the "Plan") adopted by the Company's Board of Directors on February 11, 1997, adopted by the shareholders on May 5, 1997. Terms not defined herein shall have the meanings ascribed to them in the Plan.

1.	Grant of the Option . This Option is granted effective as of < nqdate > (the "Date of Option Grant"). The Number of Option Shares and the exercise price per share of the Option are subject to adjustment from time to time as provided in Section XIX of the Plan.

2.	Status of the Option . This Option is not intended to qualify as an "Incentive Stock Option" ("ISO") (within the meaning of Section 422 of the US Internal Revenue Code of 1986, as amended) (the "Code").

3.	Term of the Option . This Option shall terminate and may no longer be exercised on the first to occur of (a) the date ten (10) years after the Date of Option Grant (the "Option Term Date"), (b) the last date for exercising the Option following termination of the Grantee's employment with the Company as described in paragraph 5 (b) below, or (c) upon a corporate reorganization as described in Section XXIII of the Plan.

4.	Non-assignability . Options shall not be transferable by the Grantee except by transfers pursuant to domestic relations orders, by will or the laws of descent and distribution, and during the Grantee's lifetime shall be exercisable only by the Grantee. In the case of transfers pursuant to domestic relations orders, due to the non-employment by the Company of such spouse, both ISO and Non-Qualifying ("NQ") Options covered by such orders will not be surrendered to the Company, but will be amended by such orders and that the spouse's portion of such Options, which are covered by such Orders, will be treated as NQ Options, but will not be available for the withholding of shares for the payment of federal and state taxes as pursuant to Article XV of the Plan. Options transferred by will or by the laws of descent and distribution may be exercised after the Grantee's death only by his or her executor(s) or administrator(s), or by the person who acquired the right to exercise such Options by bequest or inheritance or by reason of the death of the Grantee.

5.	Exercisability and Duration of the Option .

	(a)	Right to Exercise . Unless otherwise determined by the Committee and set forth upon the attached Notice of Grant of Stock Options and Stock Option Agreement, this Option shall be exercisable immediately on the Date of Option Grant.


	(b)	Duration of the Option . This Option will automatically and without notice terminate and become null and void on the earliest to occur of the following:

		1.	Ten years from the Option Term Date or;

		2.	A.	Upon the termination of a Grantee's employment for cause, any unexercised Options subject to this Option Agreement will immediately expire upon notice of such termination.

			B.	Upon the voluntary termination of a Grantee's employment with the Company (or any subsidiary of the Company), for any reason other than death, disability or retirement, Options subject to this Option Agreement not then exercisable (unvested) shall expire immediately on the date of such termination, and Options to the extent then exercisable (vested) may be exercised until the expiration of the three-month period following the date of termination, at which time any unexercised Options subject to this Option Agreement will expire, unless the Grantee has accumulated 15 years of credited service with the Company. When the Grantee has 15 years of credited service, vested options will remain exercisable until the expiration of their original ten-year term.

			C.	Upon the termination of a Grantee's employment by the Company (or any subsidiary of the Company), for reason of death, or becoming disabled (within the meaning of Section 422 (c)(6) of the Code), Options subject to this Option Agreement not then exercisable (unvested) shall vest immediately on the date of such termination and may be exercised along with other vested options until the end of their original ten-year option term.

			D.	In cases of voluntary termination where the Grantee retires from the Company at their normal retirement age and with at least 5 years credited service as provided in the Company's Pension Plan, qualifies for full retirement benefits under the Company's Rule of Eighty (Rule of 80) as defined in the Company's Pension Plan, or where the Grantee becomes a sales associate of the Company (thereby becoming a sub-contractor of the Company), Options not then exercisable (unvested) shall vest immediately and will remain exercisable until the end of their original ten-year term.

	(c)	Method of Exercise . To exercise the Option as to all or any part of the shares covered thereby, the Grantee (or after his or her death, the person authorized to exercise the Option, as provided in paragraph 4 above, "Non-assignability", if unable to do so in person), shall deliver written notice of such exercise to the Company official designated by the Committee (or, in absence of such designation, the Secretary of the Company). The notice shall identify the Option being exercised and specify the number of shares being purchased. The date of receipt of such notice shall be deemed the date of exercise. The notice of exercise shall be accompanied by full payment of the amount of the aggregate purchase price of the shares being purchased under the Option being exercised in a form permitted under the terms of the Plan.

	(d)	Payment . Payment in full of the purchase price for the shares purchased pursuant to the exercise of this Option shall be made, in accordance with Article XVI of the Plan, upon exercise of the Option. All shares sold under the 1997 Plan shall be fully paid and non-assessable by one of the following methods.

		1.	Payment shall be made in cash (which may be borrowed in accordance with Paragraph 2 below) or by tender of previously held Capital Stock, under procedures established by the Committee pursuant to Article XVI (B) 3 of the Plan. In such a case, the current fair market value of the shares tendered as of the date of the Company's receipt of notice of exercise, given pursuant to Paragraph 5 (C) herein, "Method of Exercise", shall be treated as payment of the corresponding amount of the purchase price of the shares being acquired under the Option.

		2.	The Grantee may, upon exercise of this Option, borrow all or an established part of the purchase price from the Company at an interest rate such that there is neither a necessity to avoid "imputed interest" under Section 483 of the Code, nor "foregone interest" under Section 7872 of the Code. The full amount borrowed according to the terms and conditions established by the Secretary of the Company in the "Employee Stock Option Note"; and related legal documents and furthermore shall be subject to such requirements and procedures as the Committee shall from time to time determine, consistent with applicable law or regulations. All loans associated with said stock shall be paid in full (interest plus principal) upon termination of employment (other than death, total disability and/or retirement, and at the discretion of Secretary of the Company in the case of a transfer between the employment of the Company or its subsidiary and association with the Company or its subsidiary as a licensed sales associate) with the Company, its subsidiaries or affiliate organizations or upon the sale of any said stock.

		3.	Upon exercise of this Option, subject to such additional administrative rules as may be adopted by the Committee, the Grantee who will incur a federal, state or local income tax liability as the result of the exercise of this Non-Qualifying Stock Option may, at his or her option, elect to have the Company withhold, or to transfer to the Company, on the date that the amount of such tax liability is determined, shares of Capital Stock of the Company equal in market value to an amount not exceeding the minimum required withholding amount payable under federal, state and local marginal tax rates applicable to the Grantee and the particular Option exercise transaction. The election must be made on or before the date that the amount of tax to be withheld is determined.

		4.	The value of the shares of Capital Stock to be withheld by, or transferred to, the Company shall be valued based on the average of the high and low sale prices of the Capital Stock as reported in the consolidated reporting system published in the Wall Street Journal for such date of exercise or such other fair market value as determined by the Committee, in its sole discretion on the date that the amount of the tax is determined.

		5.	The Secretary of the Company shall have full authority to direct the proper officers of the Company to issue or transfer shares of Capital Stock pursuant to the exercise of an Option granted under this Option Agreement. As soon as practicable after its receipt of such notice and payment, the Company shall cause the shares so purchased to be issued to the Grantee or to the person authorized to exercise the Option after his or her death, as the case may be, and shall promptly thereafter cause one or more certificates for such shares to be delivered to such Grantee or other person. The holding periods referred to in Section 6 herein; "Conditions on Grantee's Sale of Shares" shall be measured from the date of issuance.

6.	Conditions on Grantee's Sale of Shares .

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

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

7.	No Contract of Employment . Nothing in this Stock Option Agreement, nor any action taken by the Secretary of the Company related to his responsibilities associated with this Stock Option Agreement shall create any right on the part of the Grantee or any other person to enter into or continue in the employ of (or as a director) of the Company or a Subsidiary Company, or affect the right of the Company to terminate the Grantee's employment at any time, subject to the provisions of law or any agreement for consulting services or contract of employment between the Company or any Subsidiary Company and the Grantee.

8.	No Rights as Shareholder . The Grantee shall not have any voting or dividend rights or any other rights of a shareholder in respect of any shares of Capital Stock covered by this Option prior to the time that the Grantee's name is recorded on the Company's shareholder ledger as the holder of record of such shares acquired pursuant to an exercise of the Option.

9.	Termination or Amendment . The Board may terminate or amend the Plan and/or the Option at any time; provided, however, that no such termination or amendment may adversely affect the Option or any unexercised portion hereof without the consent of the Grantee.

10.	Applicable Law . This Option Agreement shall be governed by, and construed in accordance with, the laws of the State of Georgia, except to the extent that federal law is controlling.

11.	Subject to Plan . Except as may be specifically set forth herein or upon the Notice of Grant of Stock Options and Option Agreement, the rights of the Grantee are subject to all of the terms and conditions of the Plan, the provisions of which are herein incorporated by reference herein.

	AFLAC INCORPORATED
	By:	DANIEL P. AMOS
	Title:	CHAIRMAN and CHIEF EXECUTIVE OFFICER

Acknowledgment:

The Grantee acknowledges by his or her signature on the attached Notice of Grant of Stock Options and Stock Option Agreement that the Grantee has reviewed the 1997 Stock Option Plan (a copy of the 1997 Plan Prospectus is provided on the Company's intranet under the benefits section of the Human Resources Department) and agrees that the terms and conditions of the plan, as well as the terms stated herein and upon the attached notice, are part of this Stock Option Agreement.

EXHIBIT 10.6

AFLAC INCORPORATED 1997 STOCK OPTION PLAN
OFFICER STOCK OPTION AGREEMENT
(INCENTIVE STOCK OPTION)
Non-Transferable

AFLAC INCORPORATED
Columbus, Georgia 31999
(hereinafter called "the Company")

<Name>

The Company's Board of Directors hereby grants to <Name> (hereinafter called the "Grantee") the option to purchase < isogranted > shares of common stock of the Company at the price of < isoprice > per share, under the terms and conditions of this Stock Option Agreement and subject to the terms of the AFLAC Incorporated 1997 Stock Option Plan (the "Plan") adopted by the Company's Board of Directors on February 11, 1997, adopted by the shareholders on May 5, 1997. Terms not defined herein shall have the meanings ascribed to them in the Plan.

1.	Grant of the Option . This Option is granted effective as of < isodate > (the "Date of Option Grant"). The Number of Option Shares and the exercise price per share of the Option are subject to adjustment from time to time as provided in Section XIX of the Plan.

2.	Status of the Option . This Option is intended to qualify as an "Incentive Stock Option" ("ISO") (within the meaning of Section 422 of the US Internal Revenue Code of 1986, as amended) (the "Code").

3.	Term of the Option . This Option shall terminate and may no longer be exercised on the first to occur of (a) the date ten (10) years after the Date of Option Grant (the "Option Term Date"), (b) the last date for exercising the Option following termination of the Grantee's employment with the Company as described in Paragraph 5 (b) below, or (c) upon a corporate reorganization as described in Section XXIII of the Plan.

4.	Non-assignability . Options shall not be transferable by the Grantee except by transfers pursuant to domestic relations orders, by will or the laws of descent and distribution, and during the Grantee's lifetime shall be exercisable only by the Grantee. In the case of transfers pursuant to domestic relations orders, due to the non-employment by the Company of such spouse, both ISO and Non-Qualifying ("NQ") Options covered by such orders will not be surrendered to the Company, but will be amended by such orders and that the spouse's portion of such Options, which are covered by such Orders, will be treated as NQ Options, but will not be available for the withholding of shares for the payment of federal and state taxes as pursuant to Article XV of the Plan. Options transferred by will or by the laws of descent and distribution may be exercised after the Grantee's death only by his or her executor(s) or administrator(s), or by the person who acquired the right to exercise such Options by bequest or inheritance or by reason of the death of the Grantee.

5.	Exercisability and Duration of the Option .

	(a)	Right to Exercise . Unless otherwise determined by the Committee and set forth upon the attached Notice of Grant of Stock Options and Stock Option Agreement, this Option shall be exercisable immediately on the Date of Option Grant.

	(b)	Duration of the Option . This Option will automatically and without notice terminate and become null and void on the earliest to occur of the following:

		1.	Ten years from the Option Term Date or;

		2.	A.	Upon the termination of a Grantee's employment for cause, any unexercised Options subject to this Option Agreement will immediately expire upon notice of such termination.

			B.	Upon the voluntary termination of a Grantee's employment with the Company (or any subsidiary of the Company), for any reason other than death, disability or retirement, Options subject to this Option Agreement not then exercisable (unvested) shall expire immediately on the date of such termination, and Options to the extent then exercisable (vested) may be exercised until the expiration of the three-month period following the date of termination, at which time any unexercised Options subject to this Option Agreement will expire, unless the Grantee has accumulated 15 years of credited service with the Company. When the Grantee has 15 years of credited service, vested options will remain exercisable until the end of their original ten-year term.

			C.	Upon the termination of a Grantee's employment by the Company (or any subsidiary of the Company), for reason of death, or becoming disabled (within the meaning of Section 422 (c)(6) of the Code), Options subject to this Option Agreement not then exercisable (unvested) shall vest immediately on the date of such termination, and in the case of a termination caused by such disability, the options will retain their ISO status and be exercisable until the expiration of the twelve-month period after the date of the termination, but not later than their original ten-year term. In the case of a termination caused by death, the options will remain exercisable as ISOs until the expiration of their original ten-year term.

			D.	In cases of voluntary termination where the Grantee retires from the Company at their normal retirement age and with at least 5 years credited service as provided in the Company's Pension Plan, qualifies for full retirement benefits under the Company's Rule of Eighty (Rule of 80) as defined in the Company's Pension Plan, or where the Grantee becomes a sales associate of the Company (thereby becoming a sub-contractor of the Company), ISOs not then exercisable (unvested) shall vest immediately and will retain their ISO status until the expiration of the three-month period after the date of termination.

			E.	Vested options not exercised prior to the dates specified in Paragraphs 5 (b) 2 B, C and D, remain exercisable until the end of their original ten-year term, but (with the exception of a termination caused by death) will not qualify for the favorable tax treatment provided for ISOs within the meaning of Section 422 of the Code after the end of the three-month period after the date of termination. They shall be, however, eligible for the withholding of shares deliverable upon exercise in settlement of FICA and Medicare taxes and federal, state and local income taxes attributable to the exercise of the options as provided to grants of NQ options by Section XV (d) of the Plan.

	(c)	Method of Exercise . To exercise the Option as to all or any part of the shares covered thereby, the Grantee (or after his or her death, the person authorized to exercise the Option, as provided in paragraph 4 above, "Non-assignability", if unable to do so in person), shall deliver written notice of such exercise to the Company official designated by the Committee (or, in absence of such designation, the Secretary of the Company). The notice shall identify the Option being exercised and specify the number of shares being purchased. The date of receipt of such notice shall be deemed the date of exercise. The notice of exercise shall be accompanied by full payment of the amount of the aggregate purchase price of the shares being purchased under the Option being exercised in a form permitted under the terms of the Plan.

	(d)	Payment . Payment in full of the purchase price for the shares purchased pursuant to the exercise of this Option shall be made, in accordance with Article XVI of the Plan, upon exercise of the Option. All shares sold under the 1997 Plan shall be fully paid and non-assessable by one of the following methods.

		1.	Payment shall be made in cash (which may be borrowed in accordance with Paragraph 2 below) or by tender of previously held Capital Stock, under procedures established by the Committee pursuant to Article XVI (B) 3 of the Plan. In such a case, the current fair market value of the shares tendered as of the date of the Company's receipt of notice of exercise, given pursuant to paragraph 5 (C) herein, "Method of Exercise", shall be treated as payment of the corresponding amount of the purchase price of the shares being acquired under the Option.

		2.	The Grantee may, upon exercise of this Option, borrow all or an established part of the purchase price from the Company at an interest rate such that there is neither a necessity to avoid "imputed interest" under Section 483 of the Code, nor "foregone interest" under Section 7872 of the Code. The full amount borrowed according to the terms and conditions established by the Secretary of the Company in the "Employee Stock Option Note"; and related legal documents and furthermore shall be subject to such requirements and procedures as the Committee shall from time to time determine, consistent with applicable law or regulations. All loans associated with said stock shall be paid in full (interest plus principal) upon termination of employment (other than death, total disability and/or retirement, and at the discretion of Secretary of the Company in the case of a transfer between the employment of the Company or its subsidiary and association with the Company or its subsidiary as a licensed sales associate) with the Company, its subsidiaries or affiliate organizations or upon the sale of any said stock.

		3.	The Secretary of the Company shall have full authority to direct the proper officers of the Company to issue or transfer shares of Capital Stock pursuant to the exercise of an Option granted under this Option Agreement. As soon as practicable after its receipt of such notice and payment, the Company shall cause the shares so purchased to be issued to the Grantee or to the person authorized to exercise the Option after his or her death, as the case may be, and shall promptly thereafter cause one or more certificates for such shares to be delivered to such Grantee or other person. The holding periods referred to in section 6 herein; "Conditions on Grantee's Sale of Shares" shall be measured from the date of issuance.

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

			A.	within two years after the date of the grant of the Option under which such shares were acquired, or;

			B.	within one year after the transfer of the shares so acquired;

			such Option will no longer qualify for the favorable income tax treatment provided to an "Incentive Stock Option" (ISO) (within the meaning of Section 422 of the Code). In such event, the withholding of shares from the option to settle income taxes as provided for NQ's in Section XV (D) of the Plan, nonetheless, shall not apply with respect to payment of any tax due as a result of exercise and disqualification of these ISO stock options, and the Grantee shall promptly notify the Company the following information:

			A.	the date of such disposition;

			B.	the amount realized from such disposition, stating the fees and commissions relating to such disposition separately; and

			C.	the Grantee's adjusted basis in such shares.

6.	Conditions on Grantee's Sale of Shares .

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

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

7.	No Contract of Employment . Nothing in this Stock Option Agreement, nor any action taken by the Secretary of the Company related to his responsibilities associated with this Stock Option Agreement shall create any right on the part of the Grantee or any other person to enter into or continue in the employ of (or as a director) of the Company or a Subsidiary Company, or affect the right of the Company to terminate the Grantee's employment at any time, subject to the provisions of law or any agreement for consulting services or contract of employment between the Company or any Subsidiary Company and the Grantee.

8.	No Rights as Shareholder . The Grantee shall not have any voting or dividend rights or any other rights of a shareholder in respect of any shares of Capital Stock covered by this Option prior to the time that the Grantee's name is recorded on the Company's shareholder ledger as the holder of record of such shares acquired pursuant to an exercise of the Option.

9.	Termination or Amendment . The Board may terminate or amend the Plan and/or the Option at any time; provided, however, that no such termination or amendment may adversely affect the Option or any unexercised portion hereof without the consent of the Grantee unless such amendment is required to enable the Option to continue qualification as an incentive stock option.

10.	Applicable Law . This Option Agreement shall be governed by, and construed in accordance with, the laws of the State of Georgia, except to the extent that federal law is controlling.

11.	Subject to Plan . Except as may be specifically set forth herein or upon the Notice of Grant of Stock Options and Option Agreement, the rights of the Grantee are subject to all of the terms and conditions of the Plan, the provisions of which are herein incorporated by reference herein.

	AFLAC INCORPORATED
	By:	DANIEL P. AMOS
	Title:	CHAIRMAN and CHIEF EXECUTIVE OFFICER

Acknowledgment:

EXHIBIT 10.7



NOTICE OF GRANT OF STOCK OPTIONS	AFLAC INCORPORATED
AND STOCK OPTION AGREEMENT	ID: 58-1167100
	Worldwide Headquarters
OFFICER	1932 Wynnton Road
	Columbus, Georgia 31999

<Name>	Option Number:	<Number>
<Address1>	Plan:	1997 Stock Option Plan
<Address2>	ID:	<ID>
<Address3>

Effective <optiondate>, you have been granted <longtype> <shorttype> to buy <sharesgranted> shares of AFLAC INCORPORATED (the Company) stock at <optionprice> per share. The total option price of the shares granted is <totaloptionprice>.

Shares in each period will become fully vested on the date shown.

Shares	Vest Type	Full Vest	Expiration

<sharesperiod1>	<vesttypeperiod1>	<vestdateperiod1>	<expiredateperiod1>
<sharesperiod2>	<vesttypeperiod2>	<vestdateperiod2>	<expiredateperiod2>
<sharesperiod3>	<vesttypeperiod3>	<vestdateperiod3>	<expiredateperiod3>

Summary of Option Terms:

Duration of Option - Ten years of the effective date of the option, or until one of the following conditions exist.

Involuntary termination (for cause) - Vested and Non-vested options will terminate immediately.

Voluntary termination (except for certain reasons listed below) - Non-vested options will terminate on the date of termination and vested options will terminate at the end of the three-month period following termination unless the Grantee has accumulated fifteen years of credited service with the Company, whereby vested options will continue until the end of their original ten-year term.

Under certain of the following conditions, if applicable, an Incentive Stock Options (ISO) will retain its ISO status until the end of the three-month period following termination, at which time the ISO will lose its tax advantage status, but will continue through the remaining duration as a non-qualifying stock option (NQ) which will require the payment of income and employment taxes at the time of the purchase of the option.

Involuntary termination due to death or becoming disabled as defined by the Internal Revenue Code, unvested options will vest immediately on the date of termination. In the case of a termination caused by disability, after retainment of the ISO status for a period of twelve months, the option will continue as a NQ option until the expiration of its original ten-year term. In the case of a termination caused by death, the option will remain exercisable as an ISO until the expiration of its original ten-year term.

Voluntary termination where the Grantee attains his or her normal retirement age with at least 5 years credited service, qualifies for full retirement benefits under the Company's Rule of Eighty (Rule of 80), or where the Grantee becomes a sales associate of the Company (thereby becoming a sub-contractor of the Company), an unvested option will immediately vest and after retaining its ISO status until the end of the three-month period after termination, if applicable, will continue along with other vested options to the end of their original ten-year term as NQ options.

By your signature and the Company's signature below, you and the Company agree that these options are granted under and governed by the terms and conditions of the Company's 1997 Stock Option Plan and the attached Stock Option Agreement.

_________________________________________		________________________________
by Daniel P. Amos		Date
AFLAC INCORPORATED

_________________________________________		________________________________
<Name>		Date