Aflac Inc – ‘DEF 14A’ for 12/31/93 – EX-2

As of:  Monday, 3/14/94   ·   For:  12/31/93   ·   Accession #:  4977-94-3   ·   File #:  1-07434

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Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     93 Proxy Text                                         40±   190K 
 2: EX-1        Proxy Exhibit A                                       13±    43K 
 3: EX-2        Proxy Exhibit B                                        7±    25K 

EX-2   —   Proxy Exhibit B

                                             Exhibit B

AFLAC INCORPORATED          
MANAGEMENT INCENTIVE PLAN         

1.   PURPOSES.                                                                  

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

2.   DEFINITIONS.                                                               

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

3.   ADMINISTRATION.                                                            

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

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

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

4.   ELIGIBILITY.                                                               

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

5.   TERMS OF AWARDS.                                                           

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

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

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

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

6.   GENERAL PROVISIONS.                                                        

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

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

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

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

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

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

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

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

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

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

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

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

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