Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On February 10, 2022, the Board of Directors (the "Board") of Aflac Incorporated
(the "Company") amended the Company's forms of restricted stock award agreement
for U.S. and Japan participants, under the Aflac Incorporated Long-Term
Incentive Plan, as amended and restated February 14, 2017 (the "Plan"). The
Company intends to use these forms of notice for future grants of equity based
compensation to the Company's chief executive officer, chief financial officer,
and other named executive officers under the Plan. The amendments clarify the
treatment of outstanding grants where performance vesting goals are not met or
where the Compensation Committee of the Board determines that such goals will
not be met.

In addition, the amendment to the U.S. form of restricted stock award agreement
modifies the term "Retirement" to refer to voluntary termination of employment
with the Company after (i) attaining age 65, (ii) qualifying for Rule of 80
retirement (combined age and years of service totaling 80), or (iii) attaining
age 55 and completing 10 Years of Service (as defined in the form of restricted
stock award agreement). Prior to the amendment, the third clause of the
Retirement definition required attaining age 55 and completing 15 Years of
Service.

The amendments will also be applied to outstanding grants of performance based
restricted stock made to the Company's chief executive officer, chief financial
officer, and other named executive officers on February 11, 2021.

The description of amendments to the forms of notice is subject to and qualified
in its entirety by reference to the full text of the forms, copies of which are
attached as Exhibits 10.1 and 10.2 and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



On February 10, 2022, the Board amended and restated the Company's Amended and
Restated Bylaws, effective February 10, 2022 (as so amended and restated, the
"Bylaws") to, among other things, remove age limitations for Board members,
clarify that members of the Executive Committee of the Board must also be Board
members, state that the Chairman of the Board shall be the Chairman of the
Executive Committee of the Board, permit the Company's Chief Executive Officer
to appoint certain officers of the Company, and remove a requirement that
officers reimburse the Company for salary payments that are nondeductible under
U.S. federal tax law.

The description of amendments to the Bylaws is subject to and qualified in its
entirety by reference to the full text of the Bylaws (as amended and restated),
a copy of which is attached as Exhibit 3.1 and incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number               Exhibit Title or Description
                             Amended and Restated Bylaws of Aflac

Incorporated, effective as of February


  3.1                        10, 2022
                             U.S. Form of Employee Restricted Stock Award

Agreement under the Aflac


                             Incorporated Long-Term Incentive Plan, as

amended and restated February 14,


  10.1                       2017
                             Japan Form of Employee Restricted Stock Award

Agreement under the Aflac


                             Incorporated Long-Term Incentive Plan, as

amended and restated February 14,


  10.2                       2017
                             Cover Page Interactive Data File (the cover page XBRL tags are embedded within
104                          the Inline XBRL document)


                                       1

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses