“Say on Pay” May 5, 2008 Annual Meeting

1. “Say on Pay”May 5, 2008 Annual Meeting Aflac Incorporated Shareholders VOTE on Executive Compensation Joan M. DiBlasi

2. Shareholder Proposal

3. Consult • Advisors - Outside • Shareholders – both large and small • Institutions – some of our largest

4. Shareholder Response • Sounded like a good idea to them.

5. Board and Committees Discuss

6. Decision • After deliberation, Aflac’s board of directors at our February 2007 board meeting unanimously decided to adopt the Say-on-Pay proposal, believing it is the right action at the right time for our company.

7. Decision • The board set 2009 as the first year that our shareholders would have the opportunity to vote. Evaluation after 2007…. • Aflac’s board of directors moved the timing of the first Say-on-Pay vote up a full year from 2009 to 2008.

8. Reasons for Adopting • Performance-based approach to Compensation • Transparency • Responsive to Shareholders

9. Did we go into this blindly? • We trust that most shareholders will understand the metrics of executive compensation and how it relates to a company’s performance and vote accordingly.

10. Risk Metrics

11. Glass-Lewis • In short, we believe that the Company’s disclosure of it’s executive compensation policies and procedures is reasonable. While we are concerned about whether the compensation committee has set the performance targets sufficiently aggressively to truly reward superior performance, we believe that the Company’s executive compensation levels are reasonable overall, but could be better tied to Company performance. During the last fiscal year, the Company paid more than it’s peers, but performed about the same as its peers. In this instance, however, we do not believe that this limited failure to link executive pay with Company performance is significant enough to recommend that shareholders should vote against the proposal to signal dissatisfaction regarding the way that the Company’s executive compensation programs are structured. In sum, in our view, the Company has provided clear and concise disclosure regarding its executive compensation program and has demonstrated that it is reasonable designed to align pay with performance. Accordingly, we recommend that shareholders vote FOR this proposal

12. Proxy Governance, Inc. • Ratify Executive Compensation • PROXY Governance Vote Recommendation: FOR • Finally, we note that the company's CD&A is exhaustive in its disclosure of how each element of executive pay is determined, including a description of the relevant metrics and their weightings for the performance-based elements. We applaud the company for its transparency with regard to its executive compensation practices, and believe it has set a high standard for other companies who follow in its path. • Rationale/Conclusion: • We believe the company's executive compensation practices are reasonable.

13. Proposal • To consider and approve the following advisory (non-binding) proposal: “Resolved that the shareholders approve the overall executive pay-for-performance compensation policies and procedures employed by the Company, as described in the Compensation Discussion and Analysis and the tabular disclosure regarding named executive officer compensation (together with the accompanying narrative disclosure) in this Proxy Statement.”

14. Final VOTE • Total Voting Rights 996,430,144.205 • Total Voted 693,957,933.132 • Total Percent Voted 69.64% “SAY ON PAY” • Total For 646,140,973.397 • Total Against 17,278,269.047 • Total Abstain 30,538,690.688 • Total For Percentage 64.85% • Total For by Votes Cast 93.11% • UNVOTED ZERO

15. Approach • The Say-on-Pay proposal is consistent with our compensation approach, and it’s consistent with our commitment to transparency. If Chairman would say anything at all to companies when they ask about Say-on-Pay, He would simply say: Listen to your shareholders because they own the company.

16. Grandkids!!!!

17. Life is Beautiful!