1 EXHIBIT 4.1 AFLAC INCORPORATED $450,000,000 6 1/2% SENIOR NOTES DUE 2009 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 13th, 1999 • Aflac Inc • Accident & health insurance • New York
1 EXHIBIT 1.1 AFLAC INCORPORATED (a Georgia corporation) PURCHASE AGREEMENTPurchase Agreement • May 13th, 1999 • Aflac Inc • Accident & health insurance • New York
Aflac IncorporatedUnderwriting Agreement • March 8th, 2021 • Aflac Inc • Accident & health insurance • New York
Aflac Incorporated, a Georgia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of $400,000,000 principal amount of the 1.125% Senior Notes due 2026 (the “Securities”). The Securities will be issued under the Senior Debt Indenture, dated as of May 21, 2009 (the “Senior Debt Indenture”), as supplemented by the Twenty-Eighth Supplemental Indenture, to be dated as of March 8, 2021 (the “Twenty-Eighth Supplemental Indenture,” and, together with the Senior Debt Indenture, the “Indenture”), each between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”).
EXHIBIT 10.13 EXH 10.13Retirement Agreement • March 28th, 2001 • Aflac Inc • Accident & health insurance • Georgia
AFLAC INCORPORATED, AS ISSUER AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE SENIOR INDENTURE Dated as of [ ]Senior Indenture • May 11th, 2009 • Aflac Inc • Accident & health insurance • New York
THIS INDENTURE, dated as of [ ], between AFLAC INCORPORATED, a holding company organized under the laws of the State of Georgia (the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”),
5. BASE SALARY. For all the services rendered by Employee, Corporation shall continue to pay Employee a base salary of $1,090,984.65 per year commencing August 1, 1995 said salary to be payable in accordance with Corporation's normal payroll...Employment Agreement • November 9th, 1995 • Aflac Inc • Accident & health insurance • Georgia
Aflac Incorporated ¥13,000,000,000 1.048% Senior Notes due 2029 ¥27,900,000,000 1.412% Senior Notes due 2031 ¥7,700,000,000 1.682% Senior Notes due 2034 Underwriting AgreementUnderwriting Agreement • March 21st, 2024 • Aflac Inc • Accident & health insurance
Aflac Incorporated, a Georgia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Mizuho Securities USA LLC, Morgan Stanley & Co. International plc and SMBC Nikko Securities America, Inc. are acting as Representatives (the “Representatives”), an aggregate of ¥13,000,000,000 principal amount of the 1.048% Senior Notes due 2029 (the “2029 Notes”), ¥27,900,000,000 principal amount of the 1.412% Senior Notes due 2031 (the “2031 Notes”) and ¥7,700,000,000 principal amount of the 1.682% Senior Notes due 2034 (the “2034 Notes” and, together with the 2029 Notes and 2031 Notes, the “Securities”). The 2029 Notes will be issued under the Senior Debt Indenture, dated as of May 21, 2009 (the “Senior Debt Indenture”), as supplemented by the Thirty-Eighth Supplemental Indenture, to be dated as of March 21, 2024 (the “Thirty-Eighth Supplemental Indenture”), each between
AFLAC JAPAN EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT AFLAC INCORPORATED Columbus, Georgia 31999 (hereinafter called “the Company”)Employee Restricted Stock Award Agreement • February 23rd, 2022 • Aflac Inc • Accident & health insurance • Georgia
This Employee Restricted Stock Award Agreement (the “Agreement”) is made effective as of #GrantDate#, by and between the Company and #ParticipantName# (the “Participant”), subject to the terms and conditions of this Agreement, the attached Notice of Grant of Restricted Stock (the “Notice of Grant”), which forms a part hereof, and the Aflac Incorporated Long-Term Incentive Plan (as Amended and Restated February 14, 2017) (the “Plan”).
6 1/2% Senior Notes due 2009Indenture • May 13th, 1999 • Aflac Inc • Accident & health insurance • New York
AFLAC INCORPORATED, AS ISSUER AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE THIRTY-EIGHTH SUPPLEMENTAL INDENTURE Dated as of March 21, 2024Supplemental Indenture • March 21st, 2024 • Aflac Inc • Accident & health insurance
THIS THIRTY-EIGHTH SUPPLEMENTAL INDENTURE (this “Thirty-Eighth Supplemental Indenture”) is made as of the 21st day of March, 2024, by and between AFLAC INCORPORATED, a Georgia corporation, as issuer (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”):
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 4th, 2015 • Aflac Inc • Accident & health insurance • Georgia
THIS AGREEMENT, made and entered into as of the 1st day of December, 2015, by and between AMERICAN FAMILY LIFE ASSURANCE COMPANY OF COLUMBUS (Aflac), a Nebraska corporation, (hereinafter referred to as “Corporation”); and ERIC M. KIRSCH, (hereinafter referred to as “Employee”);
Aflac Incorporated ¥12,400,000,000 0.300% Senior Notes due 2025 ¥13,300,000,000 0.550% Senior Notes due 2030 ¥20,700,000,000 0.750% Senior Notes due 2032 ¥10,600,000,000 0.830% Senior Notes due 2035 Underwriting AgreementUnderwriting Agreement • March 12th, 2020 • Aflac Inc • Accident & health insurance • New York
Aflac Incorporated, a Georgia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Mizuho Securities USA LLC, Morgan Stanley & Co. International plc and SMBC Nikko Securities America, Inc. are acting as Representatives (the “Representatives”), an aggregate of ¥12,400,000,000 principal amount of the 0.300% Senior Notes due 2025 (the “2025 Notes”), ¥13,300,000,000 principal amount of the 0.550% Senior Notes due 2030 (the “2030 Notes”), ¥20,700,000,000 principal amount of the 0.750% Senior Notes due 2032 (the “2032 Notes”) and ¥10,600,000,000 principal amount of the 0.830% Senior Notes due 2035 (the “2035 Notes” and together with the 2025 Notes, the 2030 Notes and the 2032 Notes, the “Securities”). The 2025 Notes will be issued under the Senior Debt Indenture, dated as of May 21, 2009 (the “Senior Debt Indenture”), as supplemented by the Twenty-Third Supplem
NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT (NON-QUALIFYING STOCK OPTION) AFLAC INCORPORATED Columbus, Georgia 31999 (Hereinafter called "the Company")Non-Employee Director Stock Option Agreement • August 3rd, 2017 • Aflac Inc • Accident & health insurance • Georgia
Pursuant to Section 12 of the Aflac Incorporated Long-Term Incentive Plan (as Amended and Restated February 14, 2017) (the “Plan”), as adopted by the Company’s Board of Directors on February 14, 2017, and approved by the shareholders of the Company on May 1, 2017, «Name» (the "Grantee") is hereby granted by action of the Board of Directors an option (the "Option") to purchase «shares» shares (the "Option Shares") of common stock of the Company, par value $0.10 per share ("Company Stock"), at the price of «price» per share, subject to the terms and conditions of this Stock Option Agreement (this "Agreement") and subject to the terms of the Plan.
TRANSLATION) AFLAC INCORPORATED JAPANESE YEN BONDS – SIXTH SERIES (2011) SUBSCRIPTION AGREEMENTSubscription Agreement • June 30th, 2011 • Aflac Inc • Accident & health insurance
This Agreement is entered into in Tokyo, Japan on the 29th day of June, 2011, among Aflac Incorporated (the “Issuer”), a corporation incorporated and existing under the laws of the State of Georgia, United States of America, and the financial instruments firms named below (the “Managers”) with respect to the issuance of ¥ 28,700,000,000 aggregate principal amount of Aflac Incorporated Japanese Yen Bonds – Sixth Series (2011) (the “Bonds”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 10th, 2005 • Aflac Inc • Accident & health insurance • Georgia
American Family Life Assurance Company of Columbus (AFLAC), a Georgia corporation, hereinafter referred to as "Corporation," and JOSEPH W. SMITH, a resident of said State and County, hereinafter referred to as "Employee;"
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 24th, 2023 • Aflac Inc • Accident & health insurance
THIS AMENDMENT is made and entered into as of the 24th day of October, 2022, by and between Aflac Incorporated, a Georgia corporation, hereinafter referred to as "Corporation," and Max K. Brodén, hereinafter referred to as "Employee";
EMPLOYEE STOCK OPTION AGREEMENT (INCENTIVE STOCK OPTION)Employee Stock Option Agreement • May 4th, 2016 • Aflac Inc • Accident & health insurance • Georgia
The Company’s Board of Directors hereby grants to [Grantee’s Name] (hereinafter called the “Grantee”) the option to purchase [NUMBER] shares of common stock of the Company (“Common Stock”) at the price of $[PRICE] per share, under the terms and conditions of this Stock Option Agreement and subject to the terms of the Aflac Incorporated 2004 Long-Term Incentive Plan (the “Plan”) originally adopted by the Company’s Board of Directors on February 10, 2004, and by the Company’s shareholders on May 3, 2004, and subsequently amended and restated by the Company’s Board of Directors on March 14, 2012 and approved by the Company’s shareholders on May 7, 2012. Unless otherwise specified herein, terms not defined herein shall have the meanings ascribed to them in the Plan.
AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN PAUL S. AMOS, II AND AFLAC INCORPORATEDEmployment Agreement • February 20th, 2009 • Aflac Inc • Accident & health insurance
THIS AMENDMENT (“Amendment”) is entered into as of the 19th day of December, 2008, by and between Aflac Incorporated, a Georgia corporation (hereinafter referred to as “Corporation”) and Paul S. Amos, II (hereinafter referred to as “Employee”).
EMPLOYEE STOCK OPTION AGREEMENT (NON-QUALIFYING STOCK OPTION) Non-Transferable AFLAC INCORPORATED Columbus, Georgia 31999 (hereinafter called “the Company”)Employee Stock Option Agreement • August 6th, 2013 • Aflac Inc • Accident & health insurance • Georgia
The Company's Board of Directors hereby grants to [Grantee's Name] (hereinafter called the “Grantee”) the option to purchase [NUMBER] shares of common stock of the Company (“Common Stock”) at the price of $[PRICE] per share, under the terms and conditions of this Stock Option Agreement and subject to the terms of the Aflac Incorporated 2004 Long-Term Incentive Plan (the “Plan”) originally adopted by the Company's Board of Directors on February 10, 2004, and by the Company's shareholders on May 3, 2004, and subsequently amended and restated by the Company's Board of Directors on March 14, 2012 and approved by the Company's shareholders on May 7, 2012. Terms not defined herein shall have the meanings ascribed to them in the Plan.
FIVE-YEAR CREDIT AGREEMENT Dated as of March 29, 2013 among AFLAC INCORPORATED and AMERICAN FAMILY LIFE ASSURANCE COMPANY OF COLUMBUS, as Borrowers, AFLAC INCORPORATED, as Guarantor, MIZUHO CORPORATE BANK, LTD., as Administrative Agent, and The Other...Five-Year Credit Agreement • May 6th, 2013 • Aflac Inc • Accident & health insurance • New York
This FIVE-YEAR CREDIT AGREEMENT (“Agreement”) is entered into as of March 29, 2013, among AFLAC INCORPORATED, a Georgia corporation (the “Parent”) and AMERICAN FAMILY LIFE ASSURANCE COMPANY OF COLUMBUS, a Nebraska domiciled insurance company (“Aflac” and, together with the Parent, in its capacity as a borrower, each a “Borrower” and collectively, the “Borrowers”), the Parent (in its capacity as a guarantor, the “Guarantor”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and MIZUHO CORPORATE BANK, LTD., as Administrative Agent.
OFFICER RESTRICTED STOCK AWARD AGREEMENT AFLAC INCORPORATEDOfficer Restricted Stock Award Agreement • August 6th, 2013 • Aflac Inc • Accident & health insurance • Georgia
This Officer Restricted Stock Award Agreement (the “Agreement”) is made this [DAY] day of [MONTH, YEAR], by and between the Company and [Participant's Name] (the “Participant”), subject to the terms and conditions of this Agreement, the attached Notice of Grant of Restricted Stock (the “Notice of Grant”), which forms a part hereof, and the Aflac Incorporated 2004 Long-Term Incentive Plan (as Amended and Restated March 14, 2012) (the “Plan”).
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT AFLAC INCORPORATEDRestricted Stock Award Agreement • August 3rd, 2017 • Aflac Inc • Accident & health insurance • Georgia
This restricted stock award agreement (the “Agreement”) is made this «date» day of «monthyear», by and between Aflac Incorporated, a Georgia corporation, (the “Company”), and «name», a resident of «citystate», (“Participant”).
EMPLOYEE STOCK OPTION AGREEMENT (INCENTIVE STOCK OPTION) AFLAC INCORPORATED Columbus, Georgia 31999 (Hereinafter called "the Company") <FirstName> <MiddleName> <LastName>Employee Stock Option Agreement • February 7th, 2005 • Aflac Inc • Accident & health insurance • Georgia
Pursuant to 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 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"), the attached Notice of Grant of Stock Options (the "Notice of Grant"), which forms a part hereof, and the Plan.
Aflac Incorporated ¥33,400,000,000 1.075% Senior Notes due 2029 ¥21,100,000,000 1.320% Senior Notes due 2032 ¥6,500,000,000 1.594% Senior Notes due 2037 ¥12,000,000,000 2.144% Senior Notes due 2052 Underwriting AgreementUnderwriting Agreement • September 14th, 2022 • Aflac Inc • Accident & health insurance • New York
Aflac Incorporated, a Georgia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Mizuho Securities USA LLC, Morgan Stanley & Co. International plc and SMBC Nikko Securities America, Inc. are acting as Representatives (the “Representatives”), an aggregate of ¥33,400,000,000 principal amount of the 1.075% Senior Notes due 2029 (the “2029 Notes”), ¥21,100,000,000 principal amount of the 1.320% Senior Notes due 2032 (the “2032 Notes”), ¥6,500,000,000 principal amount of the 1.594% Senior Notes due 2037 (the “2037 Notes”) and ¥12,000,000,000 principal amount of the 2.144% Senior Notes due 2052 (the “2052 Notes” and together with the 2029 Notes, 2032 Notes and 2037 Notes, the “Securities”). The 2029 Notes will be issued under the Senior Debt Indenture, dated as of May 21, 2009 (the “Senior Debt Indenture”), as supplemented by the Thirty-Fourth Supplemental In
AFLAC INCORPORATED, AS ISSUER AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE SUBORDINATED INDENTURE Dated as of [ ]Subordinated Indenture • May 11th, 2009 • Aflac Inc • Accident & health insurance • New York
THIS INDENTURE, dated as of [ ], between AFLAC INCORPORATED, a holding company organized under the laws of the State of Georgia (the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., a New York national banking association, as trustee (the “Trustee”),
October 21, 2022 Re: Letter of Agreement Dear Eric:Employment Agreement • February 24th, 2023 • Aflac Inc • Accident & health insurance
As of the date of this signed agreement, you will continue to serve as Executive Vice President, Global CIO and President of Aflac Global Investments through December 31, 2022, subject to the terms and conditions of your Amended and Restated Employment Agreement, dated December 1, 2015, as amended (including as amended by the terms of this Letter of Agreement) (the “Employment Agreement”). Your position will continue to be the same. Beginning January 1, 2023, your position and title will change to Executive Vice President. As Executive Vice President, you will provide services needed for the transition of your responsibilities to the newly appointed Executive Vice President, Global CIO and President of Aflac Global Investments. On this basis, this Letter of Agreement sets out your compensation and benefits under your Employment Agreement for the time-period of your continued employment - October 31, 2022, through March 31, 2023.
EMPLOYMENT AGREEMENTEmployment Agreement • February 20th, 2009 • Aflac Inc • Accident & health insurance • Georgia
THIS AGREEMENT, made and entered into as of the 12th day of September, 1994, by and between AFLAC Incorporated, a Georgia corporation, hereinafter referred to as “Corporation,” and JOEY M. LOUDERMILK, a resident of said State and County, hereinafter referred to as “Employee;”
AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN ERIC KIRSCH AND AMERICAN FAMILY LIFE ASSURANCE COMPANY OF COLUMBUSEmployment Agreement • May 2nd, 2014 • Aflac Inc • Accident & health insurance
THIS AMENDMENT (“Amendment”) is entered into as of the 10th day of December 2012, by and between American Family Life Assurance Company of Columbus, a Nebraska corporation (hereinafter referred to as "Corporation") and Eric Kirsch (hereinafter referred to as "Employee").
AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN ERIC KIRSCH AND AMERICAN FAMILY LIFE ASSURANCE COMPANY OF COLUMBUSEmployment Agreement • May 2nd, 2014 • Aflac Inc • Accident & health insurance
THIS AMENDMENT (“Amendment”) is entered into as of the 1st day of January 2014, by and between American Family Life Assurance Company of Columbus, a Nebraska corporation (hereinafter referred to as "Corporation") and Eric Kirsch (hereinafter referred to as "Employee").
AFLAC INCORPORATED RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 7th, 2005 • Aflac Inc • Accident & health insurance • Georgia
This restricted stock award agreement (the "Agreement") is made this _____ day of ___________, by and between AFLAC Incorporated, a Georgia corporation, (the "Company"), and ______________________________________ (the "Participant"), subject to the terms and conditions of this Restricted Stock Award Agreement (this "Agreement"), the attached Notice of Grant of Restricted Stock (the "Notice of Grant"), which forms a part hereof, and the 2004 AFLAC Incorporated Long-Term Incentive Plan (the "Plan").
Re: Strategic Alliance Based on Capital RelationshipStrategic Alliance Based on Capital Relationship • December 19th, 2018 • Aflac Inc • Accident & health insurance • New York
This Shareholders Agreement, dated as of [●] (this “Agreement”), by and among Aflac Incorporated, a Georgia corporation (the “Company”), Japan Post Holdings Co., Ltd., a Japanese corporation (“Japan Post”), J&A Alliance Holdings Corporation, a Delaware corporation, solely in its capacity as trustee (the “Trustee”) of J&A Alliance Trust, a New York voting trust (“J&A Alliance Trust”) and General Incorporated Association J&A Alliance, a Japanese general incorporated association and the sole shareholder of the Trustee (the “Trustee Owner”, and together with Japan Post and the Trustee, the “Japan Post Parties”). The Company, Japan Post, the Trustee and the Trustee Owner each may be referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
AFLAC INCORPORATED, AS ISSUER AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE TWENTY-THIRD SUPPLEMENTAL INDENTURE Dated as of March 12, 2020Twenty-Third Supplemental Indenture • March 12th, 2020 • Aflac Inc • Accident & health insurance • New York
THIS TWENTY-THIRD SUPPLEMENTAL INDENTURE (this “Twenty-Third Supplemental Indenture”) is made as of the 12th day of March, 2020, by and between AFLAC INCORPORATED, a Georgia corporation, as issuer (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”):
AFLAC INCORPORATED, AS ISSUER AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE FORTIETH SUPPLEMENTAL INDENTURE Dated as of March 21, 2024Fortieth Supplemental Indenture • March 21st, 2024 • Aflac Inc • Accident & health insurance
THIS FORTIETH SUPPLEMENTAL INDENTURE (this “Fortieth Supplemental Indenture”) is made as of the 21st day of March, 2024, by and between AFLAC INCORPORATED, a Georgia corporation, as issuer (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”):
AFLAC INCORPORATED, AS ISSUER AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE THIRTY-FIRST SUPPLEMENTAL INDENTURE Dated as of April 15, 2021Thirty-First Supplemental Indenture • April 15th, 2021 • Aflac Inc • Accident & health insurance • New York
THIS THIRTY-FIRST SUPPLEMENTAL INDENTURE (this “Thirty-First Supplemental Indenture”) is made as of the 15th day of April, 2021, by and between AFLAC INCORPORATED, a Georgia corporation, as issuer (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”):
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2012 • Aflac Inc • Accident & health insurance
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), made and entered into as of the 14th day of December, 2011, by and between Aflac Incorporated, a Georgia corporation, hereinafter referred to as “Corporation,” and Joey M. Loudermilk, a resident of said State and County, hereinafter referred to as “Employee;”
