NOTICE AND PROXY STATEMENT

AFLAC INCORPORATED
WORLDWIDE HEADQUARTERS
1932 WYNNTON ROAD
COLUMBUS, GEORGIA 31999

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, MAY 7, 2001

The Annual Meeting of Shareholders of AFLAC Incorporated (the
"Company") will be held on Monday, May 7, 2001, at 10:00 a.m. at the
Columbus Museum (in the Patrick Theatre), 1251 Wynnton Road, Columbus,
Georgia, for the following purposes, all of which are described in the
accompanying Proxy Statement:

1. To elect eighteen Directors of the Company to serve until the next
Annual Meeting and until their successors are duly elected and
qualified;

2. To consider and act upon the ratification of the appointment of KPMG LLP
as independent auditors of the Company for the year ending December 31,
2001; and

3. To transact such other business as may properly come before the meeting
or any adjournment thereof.

The accompanying proxy is solicited by the Board of Directors of the
Company. The Proxy Statement and the Company's Annual Report for the year
ended December 31, 2000, are enclosed.

The record date for the determination of shareholders entitled to vote
at the meeting is March 1, 2001, and only shareholders of record at the
close of business on that date will be entitled to vote at this meeting and
any adjournment thereof.

YOUR VOTE IS IMPORTANT! WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE
MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY IN
THE ENCLOSED PREPAID ENVELOPE SO THAT WE MAY BE ASSURED OF A QUORUM TO
TRANSACT BUSINESS. YOU MAY ALSO VOTE VIA THE INTERNET OR TELEPHONE. IF YOU
ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON.

By order of the Board of Directors,
/s/Joey M. Loudermilk
----------------------------------
Columbus, Georgia Joey M. Loudermilk
March 13, 2001 Secretary

AFLAC INCORPORATED

PROXY STATEMENT

FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MONDAY, MAY 7, 2001

SOLICITATION AND REVOCATION OF PROXY

This Proxy Statement is furnished to shareholders in connection with
the solicitation of proxies by the Board of Directors of AFLAC Incorporated
(the "Company") for use at the Annual Meeting of Shareholders to be held on
Monday, May 7, 2001, and any adjournment thereof, for the purposes set forth
in the accompanying Notice of Annual Meeting of Shareholders and described
in detail herein. The meeting will be held at 10:00 a.m. at the Columbus
Museum (in the Patrick Theatre), 1251 Wynnton Road, Columbus, Georgia.

All properly executed proxies will be voted in accordance with the
instructions contained thereon, and if no choice is specified, the proxies
will be voted FOR the election of all nominees named elsewhere in this Proxy
Statement and FOR approval of each other proposal set forth in the Notice of
Meeting. Shareholders of record may also submit their proxies via the
Internet or by telephone in accordance with the procedures set forth in the
enclosed proxy. Any proxy may be revoked by the shareholder at any time
before it is exercised by giving written notice to that effect to the
Secretary of the Company or by submission of a later-dated proxy or
subsequent Internet or telephonic proxy. Shareholders who attend the
meeting may revoke any proxy previously granted and vote in person.

This Proxy Statement and the accompanying proxy are being mailed to the
shareholders on or about March 19, 2001.

SOLICITATION OF PROXIES

The Company will pay the cost of soliciting proxies. The Company will
make arrangements with brokerage firms, custodians and other fiduciaries to
send proxy materials to their principals, by mail and by means of electronic
transmission, and the Company will reimburse them for mailing and related
expenses. In addition to solicitation by mail and electronic transmission,
certain officers and other employees of the Company, who will receive no
compensation for their services other than their regular compensation, may
solicit proxies by telephone and by personal contacts. In addition, the
Company has retained Corporate Investor Communications, Inc. to assist in
the solicitation of proxies for a fee of $8,500, plus reimbursement of
reasonable out-of-pocket expenses.

DESCRIPTION OF VOTING RIGHTS

In accordance with the Company's Articles of Incorporation, shares of
the Company's Common Stock, par value $.10 per share (the "Common Stock"),
are entitled to one vote per share until they have been held by the same
beneficial owner for a continuous period of greater than 48 months prior to
the record date of the meeting, at which time they become entitled to 10
votes per share. Any transferee of a share of Common Stock where such share
was transferred to the transferee by gift, devise or bequest, or otherwise
through the laws of inheritance, descent or distribution from the estate of
2

the transferor, or by distribution to a beneficiary of shares held in trust
for such beneficiary, is deemed to be the same beneficial owner as the
transferor. Shares acquired as a direct result of a stock split, stock
dividend or other distribution with respect to existing shares ("dividend
shares") are deemed to have been acquired and held continuously from the
date on which the shares with regard to which the issued dividend shares
were acquired. Shares of Common Stock acquired pursuant to the exercise of a
stock option are deemed to have been acquired on the date the option was
granted.

Shares of Common Stock held in "street" or "nominee" name are presumed
to have been held for less than 48 months and are entitled to one vote per
share unless this presumption is rebutted by providing evidence to the
contrary to the Board of Directors of the Company. Shareholders desiring to
rebut this presumption should complete and execute the affidavit appearing
on the reverse side of their proxy. The Board of Directors reserves the
right to require evidence to support the affidavit.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Holders of record of Common Stock at the close of business on March 1,
2001, will be entitled to vote at the meeting. At that date, the number of
outstanding shares of Common Stock entitled to vote was 264,175,327.
According to the Company's records, this represents the following voting
rights:

219,513,294 Shares @ 1 Vote Per Share = 219,513,294 Votes
44,662,033 Shares @ 10 Votes Per Share = 446,620,330 Votes
----------- -----------
264,175,327 Shares Total 666,133,624 Votes

Shareholders with one vote per share shown above can rebut the
presumption that they are entitled to only one vote as outlined in
"Description of Voting Rights" above. If all of the outstanding shares were
entitled to 10 votes per share, the total votes available would be
2,641,753,270. However, for the purposes of this Proxy Statement, it is
assumed that the total votes available to be cast at the meeting will be
666,133,624.

The holders of a majority of the voting rights entitled to vote at the
meeting, present in person or represented by proxy, shall constitute a
quorum for the transaction of such business as shall come before the
meeting. Directors are elected by an affirmative vote of a plurality of
voting rights cast. In the case of the election of directors, under
applicable Georgia law, in tabulating the vote, votes withheld will be
disregarded and will have no effect on the outcome of the vote. Approval of
all other matters to be considered at the meeting requires the affirmative
vote of holders of a majority of the voting rights present in person or
represented by proxy at the meeting. Broker-non-votes and abstentions are
counted as "shares present" at the meeting in determining whether a quorum
exists. Broker-non-votes, if any, have the effect of votes to withhold
authority in connection with the election of directors while broker-non-
votes, if any, and abstentions have the effect of votes against other
proposals at the meeting.

No person, as of March 1, 2001, was the owner of record or, to the
knowledge of the Company, beneficially owned 5% or more of the outstanding
shares of Common Stock or of the available votes of the Company other than
as shown below:

PERCENT
NAME AND PER- OF
ADDRESS OF AMOUNT OF CENT AVAIL-
BENEFICIAL TITLE OF CLASS BENEFICIAL OWNERSHIP OF ABLE
OWNER COMMON STOCK SHARES VOTES CLASS VOTES
- ---------- ---------------- ---------- --------- ----- ------

FMR Corp.* 1 Vote Per Share 14,134,788 14,134,788 5.4 2.1
82 Devonshire Street
Boston, MA 02109

Daniel P. Amos** 10 Votes Per Share 5,177,481 51,774,810
1932 Wynnton Road 1 Vote Per Share 1,214,099 1,214,099
Columbus, GA 31999 --------- ----------
6,391,580 52,988,909 2.4 7.8

(*)This information is derived from Schedule 13G, dated February 13,
2001, filed with the Securities and Exchange Commission by FMR Corp.
According to the Schedule 13G, FMR Corp. may be deemed to be controlled by
Edward C. Johnson III and Abigail P. Johnson and family members, and
includes shares beneficially owned by various subsidiaries of FMR Corp.

(**)See footnote 3, page 8.

On February 13, 2001, the Company declared a two-for-one stock split to
be distributed on March 16, 2001, to shareholders of record at the close of
business on February 27, 2001. Because such distribution is subsequent to
the record date for the meeting, all share information in this Proxy
Statement is presented on a pre-split basis.

1. ELECTION OF DIRECTORS

The Company proposes that the following eighteen individuals be elected
to the Board of Directors of the Company. The persons named in the following
table have been nominated by the Nominating Committee of the Board of
Directors for election as Directors and, if elected, are willing to serve as
such until the next Annual Meeting of Shareholders and until their
successors have been elected and qualified. It is intended that the persons
named in the accompanying proxy, or their substitutes, will vote for the
election of these nominees (unless specifically instructed to the contrary).
However, if any nominee at the time of the election is unable or unwilling
to serve or is otherwise unavailable for election, and in consequence
another nominee is designated, the persons named in the proxy, or their
substitutes, will have discretionary authority to vote or refrain from
voting in accordance with their judgment on such other nominees. The Board
of Directors has no reason to believe that any of the persons nominated will
be unable or unwilling to serve.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION
OF EACH OF THE BELOW-LISTED NOMINEES AS DIRECTORS.

The following information is provided with respect to the nominees:

SHARES OF
COMMON STOCK VOTING
BENEFICIALLY RIGHTS
OWNED ON PERCENT ON PERCENT
YEAR MARCH 1, OF OUT- MARCH 1, OF
FIRST 2001 STANDING 2001 AVAILABLE
NAME PRINCIPAL OCCUPATION (1) AGE ELECTED (2) (3) SHARES (2) VOTES
- ---- ------------------------ --- ------- ------------ -------- --------- ---------

Daniel P. Amos Chief Executive Officer, the Company 49 1983 6,391,580 2.4 52,988,909 7.8
and AFLAC**; President, the Company and
AFLAC; Director, The CIT Group, Inc.,
Livingston, NJ; Director, Georgia Power
Company, Atlanta, GA; Director,
Southern Company, Atlanta, GA

J. Shelby Amos, II Alabama/West Florida State Sales 48 1983 711,803 .3 6,968,734 1.0
Coordinator, AFLAC

Michael H. Armacost President, The Brookings Institution, 63 1994 34,500 * 201,000 *
Washington D.C.; Former U.S.
Ambassador to Japan

Kriss Cloninger, III Executive Vice President and Chief 53 (4) 441,586 .2 3,254,572 .5
Financial Officer, the Company and
AFLAC

M. Delmar Edwards, M.D. Retired Vice President and Asst. 74 1990 31,765 * 317,650 *
to the Chairman, Columbus Regional
Healthcare System, Inc., Columbus,
GA; Retired Director, First
Union National Bank of Georgia,
Columbus, GA; Retired Trustee,
Columbus State University, Columbus,
GA; Retired Trustee, Morehouse School
of Medicine, Atlanta, GA

Joe Frank Harris Distinguished Executive Fellow, 65 1991 79,749 * 653,490 .1
Georgia State University, Atlanta,
GA; Chairman of the Board, Harris
Georgia Corp., Cartersville, GA;
Director, Bankhead Enterprises, Inc.,
Atlanta, GA; Former Governor of the
State of Georgia

Elizabeth J. Hudson Sr. Vice President, Communications, 51 1990 86,350 * 719,500 .1
National Geographic Society,
Washington DC, since September 2000;
Sr. Vice President, Corporate
Communications, iVillage, Inc.,
New York, NY, from June 1999 until
August 2000; Director, Spencer Stuart,
from January 1998 until May 1999;
Senior Vice President, Corporate
Communications, The Reader's Digest
Association, Inc., from May 1996 until
December 1997; Executive Producer,
NBC Productions, until May 1996

Kenneth S. Janke, Sr. President, Chief Executive Officer, 66 1989 89,110 * 714,819 .1
National Association of Investors
Corp., Madison Heights, MI; President
and Director, NAIC Growth Fund,
Madison Heights, MI

Charles B. Knapp Partner, Heidrick & Struggles, since 54 1990 49,000 * 346,000 .1
January 2000; Senior Fellow,
Associations of Governing Boards of
Universities and Colleges, from August
1999 until January 2000; President
Aspen Institute, Washington, D.C.,
from July 1997 until June 1999;
President, The University of Georgia,
Athens, GA, until July 1997

Takatsugu Murai Senior Managing Director, The Dai-Ichi 57 2000 1,502,000 .6 1,502,000 .2
Kangyo Bank Ltd., Tokyo, Japan, since
May 1998; Managing Director, The
Dai-Ichi Kangyo Bank Ltd., from May
1997 until April 1998; Head, London
Branch, The Dai-Ichi Kangyo Bank Ltd.,
from May 1995 until April 1997;
Director, The CIT Group, Inc.,
Livingston, NJ
6

Yoshiki Otake Chairman, AFLAC Japan; Vice Chairman, 61 1986 558,676 .2 5,558,921 .8
AFLAC International, Inc.

E. Stephen Purdom Retired, Executive Vice President, 53 1987 127,020 * 1,141,302 .2
AFLAC; Retired Director, Trust
Company Bank, Columbus, GA

Barbara K. Rimer Director, Cancer Control and 52 1995 46,442 * 320,042 *
Population Sciences, National
Cancer Institute, Bethesda,
MD, since December 1997; Professor
and Director, Cancer Control
Research, Duke Comprehensive
Cancer Center, Durham, NC, until
December 1997

Marvin R. Schuster Chairman of the Board, Schuster 63 2000 12,000 * 12,000 *
Enterprises, Inc., Columbus GA;
(Owner of 58 Burger King Restaurants
in the Southeast); Chief Executive
Officer, Schuster Enterprises, Inc.,
until October 1999; Director,
Columbus Bank & Trust and Synovus
Trust Companies, Columbus, GA

Henry C. Schwob President, Schwob Realty Company, 73 1965 593,602 .2 5,774,703 .9
Columbus, GA; Director, First Union
National Bank of Georgia, Atlanta, GA

J. Kyle Spencer President, Spencer Investment Company, 74 1968 819,579 .3 8,051,790 1.2
Columbus, GA; Retired Director, First
Union National Bank of Georgia,
Columbus, GA; Retired Chairman of the
Board, Bank South N.A., Columbus, GA

Glenn Vaughn, Jr. Retired Chairman of the Board, 71 1990 64,449 * 481,968 .1
Columbus Ledger-Enquirer,
Columbus, GA

Robert L. Wright Chief Executive Officer, Dimensions 63 1999 11,500 * 11,500 *
International, Alexandria, VA;
Chairman, Dimensions International,
since July 1999; President, Dimensions
International, until June 1999;
Director, Riggs Bank, Washington, D.C.

(*) Percent not listed if less than .1%
(**) American Family Life Assurance Company of Columbus ("AFLAC") is a wholly owned subsidiary of the Company.

(1) Unless specifically noted, the respective Director or nominee has held the occupation for at least five years.

(2) Includes options to purchase shares (and available votes), which are exercisable within 60 days, for Daniel P.
Amos, 1,710,207 (9,299,079); J. Shelby Amos, II, 46,000 (316,000); Michael H. Armacost, 18,000 (36,000); Kriss
Cloninger, III, 341,056 (2,285,560); Joe Frank Harris, 74,125, (597,250); Elizabeth J. Hudson, 46,000 (316,000);
Kenneth S. Janke, Sr., 16,000 (16,000); Charles B. Knapp, 46,000 (316,000); Takatsugu Murai, 2,000 (2,000);
Yoshiki Otake, 125,000 (1,250,000); Barbara K. Rimer, 46,000 (316,000); Marvin R. Schuster, 2,000 (2,000); Henry
C. Schwob, 46,000 (316,000); J. Kyle Spencer, 46,000 (316,000); Glenn Vaughn, Jr., 46,000 (316,000); and Robert
L. Wright, 4,000 (4,000).

(3) All stock is owned solely and directly by the nominee except as follows:

Daniel P. Amos, 123,876 shares owned by spouse; 3,013,141 shares owned by partnerships of which Mr. Amos is a
partner; 547,384 shares owned by trusts with Mr. Amos as trustee; 105,009 shares owned by trusts with his wife
as trustee; 366,450 shares owned by the Daniel P. and Shannon Amos Foundation, Inc.; and 4,000 shares owned by
the Paul S. Amos Family Foundation, Inc. Does not include 11,079 shares owned by a trust with his wife as
trustee of which Mr. Amos disclaims beneficial ownership.

J. Shelby Amos, II, 229,150 shares owned by his children with Mr. Amos as trustee; and 21,264 shares owned by a
corporation of which Mr. Amos is a controlling shareholder.

Kriss Cloninger, III, 848 shares owned by spouse; 25,000 shares owned by partnerships of which Mr. Cloninger is
a partner.

M. Delmar Edwards, 25,630 shares owned by a trust with Dr. Edwards as trustee.

Elizabeth J. Hudson, 40,350 shares owned jointly with spouse.

Kenneth S. Janke, Sr., 23,234 shares owned by a trust with Mr. Janke as trustee; 5,828 shares owned by a trust
with his wife as trustee; 19,400 shares owned by a partnership of which Mr. Janke is a partner; 10,000 shares
owned by the NAIC Growth Fund of which Mr. Janke is President; and 526 shares owned by an investment club of
which Mr. Janke is a member.

Charles B. Knapp, 3,000 shares owned by spouse.

Takatsugu Murai, 1,500,000 shares owned by The Dai-Ichi Kangyo Bank, Ltd.; Mr. Murai shares the power to vote
these shares.

E. Stephen Purdom, 15,100 shares owned by minor child with Mr. Purdom as custodian.

Barbara K. Rimer, 400 shares owned jointly with spouse; and 42 shares owned by spouse.

Henry C. Schwob, 58,004 shares owned by spouse; and 1,621 shares owned by his children with spouse as custodian.

J. Kyle Spencer, 73,614 shares owned by spouse; 127,915 shares owned by trusts with Mr. Spencer's son as
trustee; 68,324 shares owned by a partnership of which Mr. Spencer is a partner.

Glenn Vaughn, Jr., 14,629 shares owned jointly with spouse; and 3,776 shares owned by spouse.

(4) First year nominated.

Daniel P. Amos is the son of Paul S. Amos. J. Shelby Amos, II is the nephew of Paul S. Amos. Daniel P. Amos
and J. Shelby Amos, II are cousins. Kenneth S. Janke, Sr. is the father of Kenneth S. Janke Jr., an executive
officer of the Company. No other family relationships exist among any other executive officers or Directors.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Pursuant to Section 16 of the Exchange Act, as amended, executive
officers, directors and holders of more than 10% of the Common Stock are
required to file reports of their trading in Company equity securities with
the Securities and Exchange Commission.

Based solely on its review of the copies of such reports received by
the Company, or written representations from certain reporting persons that
no reports on Form 5 were required for those persons, the Company believes
that during the last fiscal year all Section 16 filing requirements
applicable to its reporting persons were complied with, except as set forth
below:

Mr. M. Delmar Edwards failed to file on a timely basis one Form 4
relating to one transaction in the Company's stock.

CERTAIN EXECUTIVE OFFICERS

The following table sets forth, as of March 1, 2001, the number of
shares and percentage of outstanding Common Stock beneficially owned by the
Named Executive Officers whose information was not provided under the
caption "Election of Directors."

Common Stock Beneficially Owned and
Approximate Percentage of Class
as of March 1, 2001

Percent Percent
Name Shares (1) of Shares Votes(1) of Votes
- ---- ---------- --------- ---------- --------

Paul S. Amos 1,443,999 .5 14,289,870 2.1

Joseph P. Kuechenmeister 66,483 * 563,112 .1

All Directors and executive
officers as a group
(32 persons) 15,424,189 5.8 123,776,076 17.8

* Percentage not listed if less than .1%

(1) All stock is owned solely and directly except as follows:

Paul S. Amos, 41,346 shares owned by spouse; 339,900 shares owned by
trust with Mr. Amos as trustee; 1,000,000 shares owned by a partnership
of which Mr. Amos is a partner; and 4,000 shares owned by the Paul S.
Amos Family Foundation, Inc.

Joseph P. Kuechenmeister, 5,670 shares owned by spouse; and options
to purchase shares (and available votes), which are exercisable within
60 days, 35,827 (358,270).

All Directors and executive officers as a group, options to purchase
shares (and available votes), which are exercisable within 60 days,
3,914,324 (27,558,746).
10

BOARD AND COMMITTEE MEETINGS AND DIRECTORS' COMPENSATION

During 2000, the Board of Directors met six times, and all Directors
attended more than 75% of the meetings of the Board and of the Board
Committees on which they served except Mr. Michael J. Armacost and M. Delmar
Edwards, M.D.

THE AUDIT COMMITTEE

The Audit Committee, which met five times during 2000, is charged with
the duties of assuring that proper guidelines are established for the
dissemination of financial information; meeting periodically with, and
reviewing recommendations of, the Company's independent and internal
auditors; meeting periodically with management with respect to the Company's
system of internal controls and accounting systems used by the Company;
determining that no restrictions are placed on the scope of the examination
of the financial statements by the independent auditors; reviewing
consolidated financial statements; and performing any other duties or
functions deemed appropriate by the Board. The Committee also recommends to
the Board of Directors the appointment of the Company's principal
independent auditors. At least annually, the Committee reviews the services
performed and the fees charged by the independent auditors.

The independent auditors have direct access to the Audit Committee and
may discuss any matters that arise in connection with their audits, the
maintenance of internal controls and any other matters relating to the
Company's financial affairs. The Committee may authorize the independent
auditors to investigate any matters that the Committee deems appropriate and
may present its recommendations and conclusions to the Board.

Audit Committee Report

The Audit Committee of the Company's Board of Directors is composed of
three directors, each of whom is independent as defined by New York Stock
Exchange listing standards. The Audit Committee operates under a written
charter adopted by the Board of Directors. A copy of the charter is
attached to this Proxy Statement as Appendix A.

Management has the primary responsibility for the Company's financial
statements and the reporting process, including the system of internal
controls. The independent auditors are responsible for performing an
independent audit of the Company's consolidated financial statements in
accordance with generally accepted auditing standards in the United States
and to issue a report thereon. The Audit Committee has general oversight
responsibility to monitor and oversee these processes.

In connection with these responsibilities, the Audit Committee has met
with management and the independent auditors to review and discuss the
Company's audited consolidated financial statements for the year ended
December 31, 2000. The Audit committee has also discussed with the
independent auditors the matters required to be discussed by Statement on
Auditing Standards No. 61 (Communication with Audit Committees). The Audit
Committee has also received written disclosures and the letter from the
independent auditors required by Independence Standards Board Standard No. l
(Independence Discussions with Audit Committees), and the Audit Committee
has discussed with the independent auditors the independent auditor's
independence.

Based upon the Audit Committee's discussions with management and the
independent auditors, as set forth above, and the Audit Committee's review
of the representations of management and the independent auditors, the Audit
Committee recommended to the Board of Directors that the audited
consolidated financial statements be included in the Company's Annual Report
on Form 10-K for the year ended December 31, 2000, for filing with the
Securities and Exchange Commission.

AUDIT COMMITTEE

J. Kyle Spencer, Chairman
Marvin R. Schuster
Robert L. Wright

THE NOMINATING COMMITTEE

The Nominating Committee met once during 2000 to recommend nominees for
election as Directors at the Annual Meeting of Shareholders. The members of
the Nominating Committee are Mr. Kenneth S. Janke, Sr., Dr. Barbara K.
Rimer, and Mr. Daniel P. Amos. The Committee will consider, as potential
nominees, persons recommended by shareholders in accordance with the
procedures set forth in the Company's Bylaws. The Company's Bylaws provide
that a shareholder nominating persons for election to the Board, in general,
must give notice thereof in writing to the Secretary of the Company not less
than 60 nor more than 90 days prior to the anniversary date of the
immediately preceding annual meeting of shareholders; provided, however,
that in the event that the annual meeting is called for a date that is not
within 30 days before or after such anniversary date, notice by the
shareholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date
of the annual meeting was mailed or such public disclosure was made,
whichever first occurs.

DIRECTORS COMPENSATION

Each Director of the Company receives $20,000 annually for service as
such. A Director serving on one or more committees who is not an officer of
the Company receives an additional $7,200 annually for that service ($2,400
if an officer). Each Director also receives $2,000 for attendance at each
meeting of the Board of Directors. In addition, the chairmen of the
Compensation and Audit Committees receive annually $10,000 and $12,000,
respectively.

During 2000, Mr. Henry C. Schwob received $48,237 for providing
consulting services to AFLAC's Investment Committee.

Directors who are not also employees of the Company or its subsidiaries
have been granted non-qualified stock options pursuant to the Amended 1985
Stock Option Plan (the "1985 Plan") and the 1997 Stock Option Plan (the
"1997 Plan"). The exercise price for the options is the fair market value
of the Common Stock on the date of grant. Pursuant to amendments to the
1985 Plan approved by shareholders at the 1994 annual meeting, each new non-
employee director, including any advisory director, was granted an option to
purchase 10,000 shares of Common Stock as of the earlier of the date such
individual was appointed to the Board or the date of the first annual
meeting of shareholders at which such Director was elected to the Board. In
addition to grants from the 1985 Plan, the 1997 Plan, approved by
shareholders at the 1997 annual meeting, provides for two automatic grants
12

of 10,000 shares each as of August 1, 1997, and August 1, 2002, as well as
the first-time grant to newly appointed or elected non-employee directors.
Options granted to each non-employee director will become exercisable in
cumulative installments of 20% of the shares of Common Stock covered thereby
as of the date of the grant, and an additional 20% as of each of the next
four anniversaries of the date of the option grant to the extent the non-
employee director continues to be a director as of that date, provided,
however, that upon cessation of service by reason of retirement, a non-
employee director will become immediately vested in all outstanding options
that have not yet expired. The exercise price of all shares of Common Stock
subject to options granted to non-employee directors will be 100% of the
fair market value of such shares as of the date of grant.

The Company maintains a retirement plan for non-employee directors who
have attained age 55 and completed at least five years of service as a non-
employee director. The annual benefit paid to a non-employee director upon
retirement (or to his or her spouse in the event of death prior to
retirement or prior to completion of payments under the plan) is equal to
the director's compensation in the twelve months preceding retirement,
including retainer and regular Board member fees, but excluding committee
fees, paid for a period of time equal to the number of completed years
served as a non-employee director.

COMPENSATION COMMITTEE REPORT

This report on the compensation policies, components and decisions of
the Company for 2000 with respect to the Company's executive officers is
presented by the Compensation Committee of the Company, consisting of
Governor Joe Frank Harris, Chairman of the Compensation Committee, Mr. Glenn
Vaughn, Jr., Dr. M. Delmar Edwards, and until May 1, 2000, Mr. Robert L.
Wright. All such members of the Compensation Committee are outside
Directors as defined by Section 162(m) ("Section 162(m)") of the Internal
Revenue Code of 1986 as amended (the "Code"). The function of the
Compensation Committee is to approve current compensation arrangements for
executive officers of the Company who are also members of the Board of
Directors, including among the Named Executive Officers, Messrs. Daniel P.
Amos, Paul S. Amos, Yoshiki Otake, and Kriss Cloninger, III. The
Compensation Committee determines all aspects of compensation for executive
officers who are members of the Board with respect to stock options, and
under the Company's Management Incentive Plan with respect to all executive
officers (as defined therein and including the Named Executive Officers
other than Mr. Joseph P. Kuechenmeister, who does not participate in that
plan). Other compensation decisions for executive officers are made by the
Chief Executive Officer, Mr. Daniel P. Amos. The Compensation Committee met
a total of five times over the past fiscal year.

Compensation Policies and Goals

The Company's goal is to retain, motivate and reward management of the
Company through its compensation policies and awards, while aligning their
interests more closely with those of the Company and its shareholders. With
respect to the retention of management, the Company seeks to attract and
retain the highest caliber of management by offering, in addition to other
intangible non-monetary benefits, total compensation that is comparable to
that offered by its competitors. The Company believes that it is also
important to provide compensation components that accrue to the benefit of,
and provide security to, its management over the long term, such as pension
13

benefits, to promote the retention of management. To align the interest of
management more closely with that of the Company and to motivate and reward
individual initiative and effort, the Company seeks to promote performance-
based compensation so that contribution to the Company as a whole, as well
as the attainment of individual performance goals, is rewarded. Through the
use of performance-based plans that reward attainment of division or Company
goals, the Company seeks to foster an attitude of teamwork, and the use of
tools like equity ownership is important to ensure that the efforts of
management are consistent with the objectives of shareholders. Through the
use of stock options, the Company seeks to promote increased equity
ownership by management in the Company.

Compensation Components

At present, the compensation of the executive officers of the Company
consists of a combination of salary, incentive bonuses, stock options,
contributions to or accruals for benefit plans, and participation in various
other plans, such as the Company's 401(k) plan, as well as medical and other
personal benefits typically offered to executives at large corporations.

Salaries. In 2000, salaries for executive officers generally were
increased at an average rate of 5% to reflect both a cost-of-living increase
and to recognize the Company's favorable performance in fiscal 1999 (as
described below). With respect to Mr. Daniel P. Amos, no change in salary
was made, despite the findings of a 2000 report (the "Consultant Report")
prepared for purposes of compensation evaluation by an independent
compensation consultant (the "Consultant") as to the favorable comparative
performance of the Company. The Consultant had been retained by the
Compensation Committee to evaluate the total compensation of the Company's
top five compensated executives, to critique the Company's executive
compensation program in relation to data from other companies and to
identify trends in executive compensation. The Consultant Report compared
the Company with a peer group of 13 generally successful industry-related
companies of relative size (generally one-third to 2.5 times the Company's
revenue size) in the areas of asset and revenue size, net income, premium
income, earnings per share, return on average equity, return on average
assets and three-year total shareholder return, and found that the Company's
performance significantly exceeded that of the peer group on virtually all
bottom line and return measures, ranking the Company third in composite
performance (and first if the effect of the yen/dollar currency exchange
rate were excluded). The comparator insurance companies were identified to
the Compensation Committee by the Consultant as appropriate comparators to
the Company from a business standpoint and for executive talent. The peer
group included members of the S&P Life Insurance Index, which is one of the
indices used in the Company's "Stock Performance Graph" (see page 20), but
also includes a broader group of companies including those historically
viewed by the Company as its most direct competitors.

Despite the Company's superior comparative performance, in light of
limits on tax deductibility for executive compensation under Section 162(m)
and the desire to emphasize stock compensation in lieu of cash compensation,
the Compensation Committee determined that a salary increase for Mr. Daniel
P. Amos at this time was not appropriate. Instead, the decision was made to
maintain Mr. Daniel P. Amos' salary and to increase the emphasis on long-
term equity compensation in his overall compensation through the use of a
stock option grant (described below) as additional compensation. In 2000
the salary for Mr. Paul S. Amos was increased by 5% based on the Company's
comparative superior performance in 1999 and the desire to adequately
14

compensate him for his value to the Company. Given that Mr. Paul S. Amos is
approaching retirement age, the Compensation Committee determined that a
salary increase in his case was appropriate, despite the deductibility
considerations of Section 162(m), rather than an option grant or the use of
other long-term compensation.

Bonuses. Under the Company's Management Incentive Plan for 2000,
target cash bonuses in an amount equal to 15% to 120% of salary, with
respect to the Company and its subsidiaries' executive officers generally,
and with respect to Messrs. Daniel P. Amos and Paul S. Amos, pursuant to
their employment agreements, are paid on the basis of the attainment of
target annual performance goals for the Company and, generally speaking,
personal goals. None of the Named Executive Officers, however, have
personal goals. In the event that specified performance goals are achieved,
Messrs. Daniel P. Amos and Paul S. Amos, may earn up to 180% (140%, and 76%,
respectively, for Messrs. Kriss Cloninger, III and Yoshiki Otake) of salary
as a cash bonus. The establishment of the percentage of salary that such
bonus may constitute upon the attainment of target goals for Messrs. Daniel
P. Amos, Paul S. Amos, Kriss Cloninger, III, and Yoshiki Otake, was based on
the recognition by the Compensation Committee that the bonus goals are set
very aggressively, that such performance-based compensation should account
for a substantial proportion of the total compensation for these top two
executives of the Company, and with respect to Mr. Daniel P. Amos, the
limitations on his salary under Section 162(m) which have resulted in an
increase in the proportion of his compensation based on performance of the
Company.

The performance goals are established on the basis of recommendations
by management, and the awards, if attained, are paid in the following year.
With respect to 2000, the Compensation Committee established Company
performance goals for executive officers, including the CEO, based on, among
other things, operating earnings per share (excluding effects of currency
fluctuations), premium income, increases in new sales, operating expense
controls, pretax operating earnings, and, in the case of most executive
officers other than the Named Executive Officers, personal goals. (In
connection with compliance with Section 162(m), the Compensation Committee
deemed it appropriate that the bonus components of the Named Executive
Officers were based on objective Company performance goals rather than more
subjective personal goals.) With respect to Messrs. Daniel P. Amos and Paul
S. Amos, 50% of the target award was attributed to the earnings-per-share
goal, while the other Company performance goals accounted for 50% of the
total possible award in 5% to 10% increments. With respect to Mr. Kriss
Cloninger, III, 53% of his target award is attributed to the earnings per
share goal while other Company performance goals account for the remainder
of his total possible award in varying increments. With respect to Mr.
Yoshiki Otake, 10% of his target award is attributed to the earnings per
share goal while other Company performance goals account for the remainder
of his total possible award in varying increments. With respect to each
Company performance goal, a minimum, target and maximum performance level is
specified, the attainment of which determines the amount paid with respect
to each performance goal, except for the earnings-per share goal, under
which benefits are paid at one specified level but only if target
performance is attained or exceeded. The bonus percentage is increased
subject to a specified maximum percentage, or decreased to the extent the
Company performance levels vary from target levels. Payment on attainment
of any particular performance goal may occur independently of (i.e., is not
contingent upon) attainment of any other performance goal. For the year

ended December 31, 2000, all of the Named Executive Officers achieved bonus
levels over the target bonus levels but below maximum bonus levels,
reflecting the fact that Company performance levels generally exceeded
target levels.

Other Benefits and Actions. The Company maintains (i) its 1985 and
1997 Plans pursuant to which officers and other employees are or have been
granted options to purchase Company stock; (ii) its Retirement Plan for
senior officers (the "Retirement Plan"), which provides lifetime retirement
and medical benefits to plan participants; (iii) its Executive Deferred
Compensation Plan, a non-qualified contributory benefit plan for officers
and (iv) its Supplemental Executive Retirement Plan (the "SERP") for certain
key executives of the Company and certain subsidiaries who do not
participate in the Retirement Plan, which provides for certain pension
benefits in the event of termination (other than for cause), upon death, at
or after age 55 or in certain change-in-control situations. Certain Named
Executive Officers are participants in the Retirement Plan or in the SERP,
but not both. The executive officers of the Company may also participate in
the Company's nondiscriminatory 401(k) plan and a noncontributory defined
benefit pension plan covering substantially all employees.

In its evaluation of executive compensation, the Consultant Report
found that, despite the Company's superior performance compared to the
comparison group, total direct compensation for the Company's five highest
paid executives is generally below the median for total compensation for the
peer companies, primarily due to the Company's conservative use of long-term
incentives. As defined by the Consultant, total compensation includes total
cash compensation plus the annualized value of long-term incentives. To
address this conclusion and on the recommendation of the Consultants Report,
in 2000, the Compensation Committee approved option grants exercisable for a
total of 736,000 shares of Common Stock under the 1997 Plan to officers of
the Company, including a grant of options to Mr. Daniel P. Amos exercisable
for 380,000 shares in each case at fair market value on the date of grant.
As noted above, the award to Mr. Amos reflects the Compensation Committee's
decision to shift a greater portion of his compensation to long-term stock-
based compensation and as well as (a) the Company's comparative superior
performance in 1999, (b) the Compensation Committee's decision not to
increase Mr. Daniel P. Amos' salary in 2000, (c) the fact that compensation
in the form of stock options contains a higher level of risk to the
executive (compared to a cash salary increase), (d) the Consultant Report
finding that the total direct compensation levels for Mr. Amos should be at
or above the 75% percentile for compensation for peer companies, in keeping
with the Company's performance success and (e) Mr. Daniel P. Amos' option
exercises over the past year, and the desire to maintain Mr. Daniel P. Amos'
equity position in the Company (given that the Company does not provide for
an automatic reload of options upon exercise).

Mr. Kriss Cloninger, III received a grant exercisable for 100,000
shares and Mr. Joseph P. Kuechenmeister received a grant exercisable for
30,000 shares. In each case, options were exercisable for an amount equal
to fair market value on the date of grant.

The Compensation Committee believes that the executive compensation
policies serve the best interests of the shareholders and the Company. The
bonus and stock option components of compensation for Company executives are
intended to be directly related to and commensurate with Company
performance.

In connection with making decisions on executive compensation, the
Compensation Committee will take into account, as one of the factors which
it considers, the provisions of Section 162(m), which limits the
deductibility by the Company of certain categories of compensation in excess
of $1,000,000 paid to certain executive officers. The Compensation
Committee may determine (and, as described above, has determined), to
authorize compensation arrangements that exceed the $1,000,000 deductibility
cap imposed by Section 162(m). In this connection, the 1985 Plan, the 1997
Plan and the Management Incentive Plan presently conform to the requirements
of Section 162(m) so that stock option grants and Management Incentive Plan
awards are performance-based and not subject to the deduction limitation
contained in Section 162(m).

Compensation Committee

Governor Joe Frank Harris - Chairman
M. Delmar Edwards
Glenn Vaughn, Jr.
Robert L. Wright (until May 1, 2000)

SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION AWARDS
AWARDS PAYOUTS
NAME AND OTHER RESTRICTED SECURITIES
PRINCIPAL ANNUAL STOCK UNDERLYING LTIP ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION AWARD(S) OPTIONS PAYOUTS COMPENSATION
($)(1) ($)(2) ($) (3) ($) (#) ($) ($)(4)
- ------------------ ---- --------- ----------- ------------ ---------- --------- ------- ------------

Daniel P. Amos 2000 995,000 1,626,825 172,898 -0- 380,000 -0- 4,299
President and CEO 1999 995,000 1,605,930 159,543 -0- 380,000 -0- 5,988
1998 995,000 995,000 134,616 -0- 297,000 -0- 6,366

Paul S. Amos 2000 1,424,875 2,299,080 129,499 -0- -0- -0- 180
Chairman 1999 1,357,026 2,162,508 91,721 -0- -0- -0- 195
1998 1,258,839 1,225,444 89,654 -0- -0- -0- 21,583

Joseph P. Kuechenmeister 2000 262,000 1,514,151 30,249 -0- 30,000 -0- 3,611
Sr. Vice President, 1999 262,000 885,293 26,567 -0- -0- -0- 6,105
Director of Marketing 1998 262,000 789,620 33,091 -0- 25,000 -0- 7,410

Yoshiki Otake 2000 832,607 445,653 32,400 -0- -0- -0- 27,059
Chairman 1999 757,459 464,712 35,600 -0- -0- -0- 25,683
AFLAC Japan 1998 634,120 310,766 28,400 -0- -0- -0- 37,207

Kriss Cloninger, III 2000 500,000 638,125 24,340 -0- 100,000 -0- 4,731
Exec. Vice President 1999 475,000 598,738 34,498 -0- -0- -0- 6,723
and CFO 1998 450,000 450,000 20,826 -0- 125,000 -0- 7,414

(1) Includes $1,424,875, $1,357,026, and $1,258,839 deferred salary in 2000, 1999 and 1998, respectively, for
Mr. Paul S. Amos.

(2) Includes for all Named Executive Officers other than Mr. Joseph P. Kuechenmeister cash bonuses paid in 1999, 2000
and 2001 under the Management Incentive Plan and other cash bonus payments. Includes as to Mr. Joseph P.
Kuechenmeister marketing bonus for services rendered during 2000, 1999 and 1998, of which $302,830, $177,059 and
$157,424 was deferred in 2001, 2000 and 1999, respectively. Includes cash bonuses for services rendered during
1999, and 1998, of which $2,145,548, and $1,208,484 was deferred in 2000 and 1999, respectively, for Mr. Paul S.
Amos.

(3) Includes aircraft expenses of $33,676 in 1998, and consulting services of $64,807 and $49,520 in 2000 and 1999 for
Mr. Daniel P. Amos. Includes Board and Committee fees of $32,400, $33,733, and $32,400 in 2000, 1999 and 1998,
respectively, for Mr. Daniel P. Amos and Mr. Paul S. Amos and tax services of $27,000 in 1998 for Mr. Paul S. Amos.

(4) Includes premiums paid in 2000 for term life insurance in the amount of $810, $122, $27,059, and $1,242, for Mr.
Daniel P. Amos, Mr. Joseph P. Kuechenmeister, Mr. Yoshiki Otake, and Mr. Kriss Cloninger, III, respectively, and
Company-matching contributions to the 401(k) retirement plan in the amount of $3,489 for each of Mr. Daniel P. Amos,
Mr. Joseph P. Kuechenmeister, Mr. Kriss Cloninger, III, and $180 for Mr. Paul S. Amos. Includes premiums paid in
18

1999 for term life insurance in the amount of $1,188, $1,305, $25,683, and $1,923, for Mr. Daniel P. Amos, Mr.
Joseph P. Kuechenmeister, Mr. Yoshiki Otake, and Mr. Kriss Cloninger, III, respectively, and Company-matching
contributions to the 401(k) retirement plan in the amount of $4,800 for each of Mr. Daniel P. Amos, Mr. Joseph P.
Kuechenmeister, Mr. Kriss Cloninger, III, and $195 for Mr. Paul S. Amos. Includes premiums paid in 1998 for term
life insurance in the amount of $1,566, $21,583, $2,610, $37,207 and $2,614, for Mr. Daniel P. Amos, Mr.
Paul S. Amos, Mr. Joseph P. Kuechenmeister, Mr. Yoshiki Otake, and Mr. Kriss Cloninger, III, respectively, and
Company-matching contributions to the 401(k) retirement plan in the amount of $4,800 for each of Mr. Daniel P. Amos,
Mr. Joseph P. Kuechenmeister and Mr. Kriss Cloninger, III.

STOCK PERFORMANCE GRAPH

The following graph compares the five-year performance of the Company's
Common Stock to the Standard & Poor's 500 Index (S&P 500), and the Standard
& Poor's Life Insurance Index (S&P Life). The Standard & Poor's Life
Insurance Index includes: AFLAC Incorporated, American General Corp.,
Conseco, Inc., Jefferson-Pilot Corp., Lincoln National Corp., Metlife
Incorporated, Torchmark Corp., and UnumProvident Corp. The graph assumes
that the value of the investment in the Company's Common Stock and each
index was $100 at December 31, 1995, and that all dividends were reinvested.

(Stock Performance graph inserted here.)

Performance Graph Index
DECEMBER 31

1995 1996 1997 1998 1999 2000
---- ---- ---- ---- ---- ----

AFLAC INCORPORATED 100 149 180 311 337 518

S&P 500 100 123 164 211 255 232

S&P LIFE 100 122 153 161 139 158

(All performance data provided by Research Data Group, Inc., San
Francisco, CA 94107)

RETIREMENT PLANS FOR KEY EXECUTIVES

Participants in the Retirement Plan receive full compensation for the
first 12 months after retirement. Thereafter, the participants may elect to
receive annual lifetime retirement benefits equal to 60% of their final
compensation, or 54% of such compensation with 1/2 of such amount to be paid
to their spouses for a specified period after death of the participant.
Final compensation is deemed to be the higher of (i) the compensation paid
during the last 12 months of active employment with the Company, or (ii) the
highest compensation received in any calendar year of the last three years
preceding the date of retirement. Compensation under this plan is defined to
be base salary plus bonus. All benefits are subject to annual cost-of-living
increases as the Compensation Committee may approve. Retired participants
and their spouses are also entitled to receive full medical expense benefits
for their lifetimes. The benefits payable under the plan are not subject to
Social Security or defined benefit pension plan offsets.

Generally, no benefits are payable until the participant accumulates 10
years credited service at age 60 or 20 years credited service. Reduced
benefits may be paid to a participant who retires (other than for
disability) before age 65 with less than 20 years credited service.

Mr. Daniel P. Amos and Mr. Paul S. Amos are covered by this plan. AFLAC
has entered into a similar agreement with Mr. Yoshiki Otake. Mr. Daniel P.
Amos, Mr. Paul S. Amos and Mr. Yoshiki Otake have 27, 46 and 26 years,
respectively, of credited service.

RETIREMENT PLAN FOR SENIOR OFFICERS TABLE
(all $ in thousands)
YEARS OF SERVICE

COMPENSATION 20 25 30 35
------------ ---- ---- ---- ----
$1,000 $ 600 $ 600 $ 600 $ 600
1,500 900 900 900 900
2,000 1,200 1,200 1,200 1,200
2,500 1,500 1,500 1,500 1,500
3,000 1,800 1,800 1,800 1,800
3,500 2,100 2,100 2,100 2,100
4,000 2,400 2,400 2,400 2,400
4,500 2,700 2,700 2,700 2,700
5,000 3,000 3,000 3,000 3,000

The Company maintains the SERP for certain key executives of the
Company and its subsidiaries who do not participate in the Retirement Plan.
Participation in the SERP is limited to key employees of the Company (and
its subsidiaries) designated by the Board of Directors of the Company from
time to time. Participants generally must be employed with the Company or a
subsidiary at age 55, and with respect to participants who began
participating in the SERP after August 11, 1992, must also complete at least
15 years of employment with the Company or a subsidiary and participate in
the SERP for at least 5 years to be eligible to receive benefits under the
SERP. In the case of certain participants who terminate employment before
age 55 but who continue to provide services to the Company pursuant to a
consulting agreement, the Chief Executive Officer may, in his or her
discretion, cause service during such consulting period to be credited for
benefits eligibility (but not benefit accrual) purposes. The SERP includes
21

a three-tiered benefit formula that provides for a 40% benefit upon
retirement between the ages of 55 to 59, a 50% benefit upon retirement
between the ages 60 to 64, and a 60% benefit upon retirement for ages 65 and
over. The benefit formula computes benefits using the average of annual
compensation for the three consecutive calendar years out of the final ten
consecutive calendar years of employment that yields the highest average.
Average compensation is calculated using "Annual Compensation," which is
defined to include both base salary and bonuses for a calendar year. Under
the terms of the plan, all benefit calculations are subject to offset for
amounts paid under the Company's defined benefit pension plan.

Benefits are generally payable in the form of an annuity for the life
of the participant. However, a participant may elect a joint and survivor
annuity pursuant to which he or she will receive reduced benefits during his
or her lifetime and, after his or her death, his or her surviving spouse
will receive a monthly benefit equal to 50% of the amount that had been paid
to the participant. No benefits are payable to a participant whose
employment is terminated before age 55 except for certain terminations
following a "change in control." If a participant dies after age 55 but
before benefits are paid under the plan, his or her spouse will receive a
death benefit equal to 50% of the benefits that the participant would have
been entitled to receive had he or she retired on the day preceding the date
of his or her death. If a participant's employment is terminated for
"cause," he or she immediately forfeits all rights and entitlements under
the plan. The benefits payable under the plan are not subject to Social
Security offset; benefits are subject to offset for amounts paid under the
Company's defined benefit pension plan. See "Employment Agreements and
Termination of Employment Arrangements" for additional information regarding
the SERP.

Mr. Kriss Cloninger, III participates in the SERP. The estimated annual
benefit payable upon a retirement age of 55 for Mr. Cloninger is $389,817.

DEFINED BENEFIT PENSION PLAN

The Company has a noncontributory defined benefit pension plan covering
substantially all U.S. employees who satisfy the eligibility requirements.
Benefits are calculated in accordance with the following formula: l% of
average monthly compensation times years of credited service not in excess
of 25 years, plus .5% of average monthly compensation times years of
credited service in excess of 25 years. Participants are eligible to receive
normal retirement benefits upon attaining their normal retirement age of 65.
Participants with 15 years of credited service are eligible to receive
reduced normal retirement benefits upon reaching their early retirement age
of 55. A participant can be eligible for full normal retirement benefits
when the participant's years of credited service plus attained age equals or
exceeds 80. For purposes of the plan, average monthly compensation is deemed
to be the participant's highest average compensation during any five
consecutive years of service within the 10 consecutive plan years of service
immediately preceding retirement. Compensation generally means salaries and
annual incentive bonuses. The benefits payable under the plan as amended
are not subject to adjustment for Social Security benefits or other offsets.
The benefits payable under the plan may be paid monthly over the life of the
participant (with joint and survivor options available at reduced rates).
The maximum retirement benefit is limited in accordance with section 415 of
the Code to $135,000 for 2000. The maximum compensation that may be taken
into account in the calculation of retirement benefits is limited in
accordance with section 401(a) (17) of the Code to $170,000 for 2000. These
22

limitation amounts for future years will be indexed for cost-of-living
adjustments, but only increase when a new $5,000 increment ($10,000, in the
case of Section 401(a)(17)) is reached. The following table reflects annual
benefits as determined by the above formula.

DEFINED BENEFIT PENSION PLAN TABLE

YEARS OF SERVICE

COMPENSATION 15 20 25 30 35
- ------------ ---- ---- ---- ---- ----
$ 25,000 $ 3,750 $ 5,000 $ 6,250 $ 6,875 $ 7,500
50,000 7,500 10,000 12,500 13,750 15,000
75,000 11,250 15,000 18,750 20,625 22,500
100,000 15,000 20,000 25,000 27,500 30,000
125,000 18,750 25,000 31,250 34,375 37,500
150,000 22,500 30,000 37,500 41,250 45,000
170,000 25,500 34,000 42,500 46,750 51,000

Mr. Daniel P. Amos, Mr. Joseph P. Kuechenmeister and Mr. Kriss
Cloninger, III have 27 years, 13 years and 9 years, respectively, of
credited service in the plan.

Mr. Otake has waived his rights to participate in the Company's
retirement or pension plans. See "Employment Agreements and Termination of
Employment Arrangements."

EMPLOYMENT AGREEMENTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS

On August 1, 1993, the Company entered into an employment agreement
with Mr. Daniel P. Amos which provided for a three-year term commencing
August 1, 1993, with automatic extensions of one-year periods to the term of
the agreement occurring on an annual basis beginning August 1, 1994, unless
written notice of termination is given prior to such annual extensions.
Pursuant to the agreement as currently in effect, Mr. Amos is entitled to
receive an annual base salary of $995,000.

The agreement provides that Mr. Amos (referred to hereafter as the
"Executive") will continue to participate in the Management Incentive Plan,
the Retirement Plan and the 1997 Plan, and will participate in all other
fringe benefit plans applicable to employees generally or provided to senior
executives of the Company. The Executive may receive other benefits as
determined from time to time by the Compensation Committee.

Pursuant to the agreement, the Company remains obligated to continue
compensation and benefits to the Executive for the scheduled term of the
agreement if the employment of the Executive is terminated by the Company
without "good cause." If the Executive's employment is terminated by the
Company for "good cause," or by the Executive without "good reason," the
Company is generally obligated to pay compensation and benefits only to the
date of termination (except that the Executive is entitled to benefits under
the Retirement Plan if the termination is not for "good cause"). "Good
cause" generally means (i) the willful failure by the Executive to
substantially perform his management duties for more than 60 days, (ii)
intentional conduct by the Executive causing substantial injury to the
23

Company, or (iii) the conviction or plea of guilty by the Executive of a
felony crime involving moral turpitude. "Good reason" is defined to include
a breach of the agreement, a diminution or change in the Executive's title,
duties or authority, or a relocation of the Company's principal offices.
Upon voluntary termination without "good reason" or termination by the
Company for "good cause," the Executive is prohibited for a two-year period
from directly or indirectly competing with the Company.

The agreement provides that compensation and benefits continue for
certain specified periods in the event that the Executive becomes totally
disabled. Upon the death of the Executive, his estate is to be paid an
amount, payable over a three-year period, equal to the Executive's base
salary and any bonus actually paid during the last three years of his life.

Upon a "change in control" of the Company, the agreement is extended
for an additional three-year period. If, following a change in control, the
Executive's employment with the Company is terminated by the Company without
"good cause," or by the Executive for "good reason," the Company must pay to
the Executive, among other payments but in lieu of any further salary
payments subsequent to the date of termination, a lump-sum severance payment
equal to three times the sum of the Executive's base salary and bonus under
the Management Incentive Plan (as paid during periods specified in the
agreement).

A "change in control" is generally deemed to occur when: (i) a person
or group acquires beneficial ownership of 30% or more of the Common Stock;
(ii) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board cease for any reason to
constitute a majority of the Board; or (iii) the shareholders approve a
liquidation or sale of substantially all of the assets of the Company or
certain merger and consolidation transactions.

On August 1, 1995, the Company entered into an employment agreement
with Mr. Paul S. Amos. This agreement provides for a three-year term
commencing August 1, 1995, with automatic extensions of one-year periods to
the term of the agreement occurring on an annual basis beginning August 1,
1996, unless written notice of termination is given prior to such annual
extensions. Pursuant to the agreement as currently in effect, as of January
1, 2001, Mr. Amos is entitled to receive an annual base salary of
$1,758,707.

Other material terms of Mr. Paul S. Amos' employment agreement relating
to termination, disability, death and changes in control of the Company are
substantially similar to such provisions in Mr. Daniel P. Amos' employment
agreement, as described above.

On July 15, l997, the Company entered into a deferred compensation
agreement with Mr. Paul S. Amos. Pursuant to the agreement, Mr. Amos may
elect to defer up to 100% of his salary and annual bonus for each calendar
year commencing with 1998, such deferred amounts are credited to an account
maintained by the Company. The Company has established a trust to satisfy
its obligations to pay such deferred amounts at the time elected by Mr. Amos
at the time of each deferral, but Mr. Amos will have no prior claim to the
assets of the trust over the general creditors of the Company in the event
of the insolvency of the Company. Deferred amounts credited to Mr. Amos'
account will receive interest annually at a rate equal to earnings for the
calendar year on investments made by the trust with amounts contributed by
the Company.
24

Payments of deferred amounts may occur in lump-sum or in annual
installments, or as otherwise determined by the Company and elected by Mr.
Amos at the time of the deferral. Lump-sum distributions may occur in
advance of the elected time of payout in the event of (i) medical hardship,
as determined by the Company (limited to the amount necessary to meet such
hardship), (ii) certain defined changes in control of ownership of the
Company (consisting of (a) the acquisition of 30% or more of the Company's
outstanding shares or voting power by a person, entity or group, (b)
approval by the Company's shareholders of a reorganization, merger or
consolidation where at least 50% of the share ownership of the Company
following such event is not held by persons who were shareholders of the
Company prior to such event or (c) the liquidation or dissolution of the
Company or the sale of all or substantially all of the Company's assets) or
(iii) the termination of employment of the CEO of the Company.

Pursuant to an employment agreement between the Company and Mr. Kriss
Cloninger, III, as amended, Mr. Cloninger is employed as Chief Financial
Officer of the Company. The term of the agreement is subject to automatic
two-year extensions on an annual basis beginning March 16, 1994, unless
written notice that such extension will not occur is given prior to such
annual date by either party. Mr. Cloninger is entitled to a base salary per
year of $525,000, which shall be increased annually during the term of the
agreement and any extensions thereof, as determined by the Company's CEO.
The Company shall also pay Mr. Cloninger, as performance bonus compensation,
an amount each year under the Company's Management Incentive Plan.

Mr. Cloninger will be eligible to participate in all fringe benefit
programs applicable to employees generally, and shall receive such other
"fringe" or employee benefits (including awards of stock options) as are
provided to key executive employees of the Company and that are appropriate
to his responsibilities as Chief Financial Officer.

Other material terms of Mr. Cloninger's employment agreement relating
to termination, disability, death and changes in control of the Company are
substantially similar to such provisions in Mr. Daniel P. Amos' employment
agreement, as described above.

Mr. Kriss Cloninger, III is a participant in the SERP. Under the plan,
as amended, in the event that a participant's employment with the Company is
terminated within two years of a "change in control" of the Company other
than for death, disability or cause, or a participant terminates his
employment during such period for "good reason," the participant becomes
100% vested in his retirement benefits and is entitled to receive a lump-sum
amount equal to the actuarial equivalent of the annual retirement benefit to
which he would have been entitled had he remained in the employ of the
Company until (i) age 55 (in the case of a participant who is not yet 55);
(ii) age 60 (in the case of a participant who is at least 55, but not yet
60); or (iii) age 65 (in the case of a participant who is at least 60, but
not yet 65), as the case may be. A "change in control" shall generally occur
under the same circumstances described as a "change in control" in Mr.
Daniel P. Amos' employment agreement. "Cause" shall mean generally: (i) the
participant's willful failure to substantially perform his duties with the
Company (other than that resulting from illness or after a participant gives
notice of termination of employment for "good reason") after a written
demand for substantial performance is delivered to the participant by the
Board, or (ii) the willful engaging by the participant in materially
injurious conduct to the Company. "Good reason" is defined to include

various adverse changes in employment status, duties and/or compensation and
benefits following a "change in control." Benefits may be reduced to the
extent that they are not deductible by the Company for income tax purposes.

Pursuant to an employment agreement between AFLAC and Mr. Yoshiki
Otake, Mr. Otake is to serve as Chairman of AFLAC Japan (or, upon his
removal, the position of a senior officer of AFLAC Japan) through 2004,
subject to annual renewals thereafter by the mutual consent of the parties.
He is entitled to receive a base salary in 2001 of 92,923,000 yen ($809,786
at the 2000 year-end exchange rate) and is eligible for a short-term
management incentive bonus with a target amount of 40% of his base salary.
Pursuant to the agreement, Mr. Otake will be considered for salary increases
in the same manner and time as the senior executive officers of AFLAC. Mr.
Otake also participates in the Company's 1985 and 1997 Plans in the same
manner as most AFLAC senior officers and directors.

Under the agreement, Mr. Otake is eligible for full retirement benefits
at age 65 and may take voluntary early retirement with reduced benefits upon
the approval of AFLAC. Mr. Otake is entitled to full retirement benefits
upon total and permanent disability prior to age 65. His full retirement
benefits (which are subject to annual adjustment for cost-of-living
increases proportionate to those granted to senior officers of AFLAC Japan)
consist of a choice between (i) 60% of the higher of his total compensation
(defined under this agreement as base salary and bonus) for the last 12
months of employment, or the highest total compensation received in any
calendar year during the agreement term, to be paid during the remainder of
Mr. Otake's life, or (ii) 54% of such compensation, paid to Mr. Otake during
the remainder of his life, with 1/2 of such amount to be paid to his spouse
for a specified period of time after his death. After retirement, Mr. Otake
and his spouse shall receive medical benefits for the remainder of their
lives. Until Mr. Otake reaches 65, where mutual consent to renew the
agreement is not obtained but where Mr. Otake remains mentally and
physically sound, he is allowed to continue his employment with such stature
as deemed appropriate by AFLAC with a starting salary equivalent to 70% of
his last salary, subject to annual cost-of-living increases. Mr. Otake has
agreed not to engage in any activity competitive with AFLAC while any
benefits (including retirement benefits) are being paid to him by AFLAC. In
consideration of the benefits contained in his agreement, Mr. Otake has
waived any rights to participate in any other AFLAC or AFLAC Japan
retirement or pension plans.

OPTION GRANTS IN 2000
Potential Realizable Value
at Assumed Annual Rates
of Stock Price Appreciation
Individual Grants for Option Term (1)
________________________________________________________________________________ ________________________________
Number of Percent of IF STOCK IF STOCK
Securities Options AT AT
Underlying Granted to Exercise $98.79 $157.31
Options Employees of Base
Granted in 2000 Price Expiration
Name (#) ($/Sh) Date 5%($) 10%($)
- -------------- ----------- ---------- --------- ---------- ------------- --------------

Stock Appreciation N/A N/A N/A N/A 10,072,000,000 25,525,000,000
for All Shareholders (2)

Daniel P. Amos, CEO (3) 380,000 13.6 46.4688 6/20/10 11,105,112 28,142,534
Joseph P. Kuechenmeister 30,000 1.1 42.3125 2/08/10 798,303 2,023,059
Kriss Cloninger, III 100,000 3.6 42.3125 2/08/10 2,661,010 6,743,523

(1) The assumed annual rates of stock price appreciation (shown at the assumed rates of 5% and 10% for the option term
of 10 years), as required by the Securities and Exchange Commission, are compounded annually and therefore are
shown at the compound appreciation rates of 63% and 159%, respectively.
(2) For "Stock Appreciation for All Shareholders," the potential realizable value is calculated based on $60.65, the
average market price of a share of Common Stock on March 1, 2001, and the number of shares outstanding on
that date.
(3) Option grants for Daniel P. Amos vest 1/3 on the date of grant and 1/3 each on the next two anniversaries of the
option grant date. Option grants for Joseph P. Kuechenmeister and Kriss Cloninger, III vest at the end of a three-
year period from the option grant date.

AGGREGATED OPTION EXERCISES IN 2000
AND OPTION VALUES AS OF DECEMBER 31, 2000

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options at Options at
Shares 12-31-00(#) 12-31-00($)
Acquired Value
Name on Exercise(#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- -------------- ------------ ----------- ------------- ----------- -------------

Daniel P. Amos, CEO 344,594 16,836,319 1,913,807 380,001 92,362,833 9,899,799
Joseph P. Kuechenmeister 3,125 70,150 35,827 55,000 2,076,428 1,948,593
Yoshiki Otake 396,538 15,683,659 225,000 -0- 13,642,178 -0-
Kriss Cloninger, III -0- -0- 341,056 100,000 18,079,024 2,987,500
27

CERTAIN TRANSACTIONS AND RELATIONSHIPS

Information is provided with respect to executive officers, Directors
and/or members of their immediate families who were indebted to the Company
or its subsidiaries, at any time since January 1, 2000, in excess of
$60,000, as follows:

Largest
Aggregate Amount
Amount Outstanding
Outstanding Rate as of
Since Nature of of January 31,
Name (1) January 1, 2000 Indebtedness Interest 2001
- ----------------------------------------------------------------------------

Daniel P. Amos $2,000,000 Term Stock Note(2) 6.00% $2,000,000

Gary Stegman $ 12,938 Stock Option Note(3) 6.20% $ -0-
$ 37,470 Stock Option Note(3) 6.65% $ -0-
$ 84,370 Stock Option Note(3) 6.21% $ -0-
$ 82,429 Stock Option Note(3) 6.16% $ -0-
$ 264,033 Stock Option Note(3) 5.86% $ 60,645

(1) All of the named individuals were executive officers of the Company or
one of its subsidiaries during 2000.

(2) Collateralized note accepted by the Company and secured by stock of
the Company.

(3) Collateralized notes accepted by the Company in payment of stock
options exercised.

J. Shelby Amos, II, a Director of the Company, has been associated with
AFLAC since 1973 and presently serves as Alabama/West Florida State Sales
Coordinator. In 2000 he earned renewal and first-year commissions of
$1,120,382 (before expenses) on collected premiums of $35,684,368.

In 2000, $97,577 was paid by AFLAC to Lisa L. Cloninger, the wife of
Kriss Cloninger, III. This amount was earned as renewal commissions before
expenses, on collected premiums of $2,578,532. Mrs. Cloninger served as a
Texas District Sales Coordinator until August 2000.

In 2000, $202,455 was paid by AFLAC to a corporation of which Maria
Theresa Amos Land, the sister of J. Shelby Amos, II, is the sole
shareholder. This amount was earned as renewal commissions before expenses,
on collected premiums of $7,285,025 by W. Donald Land, the deceased husband
of Maria Theresa Amos Land, who served as Florida State Sales Coordinator
with AFLAC from 1975 until May 1990.

State Sales Coordinators are not salaried employees but are compensated
on a commission basis and are required to pay their own expenses including
travel, office expenses, incentives for District and Regional Sales
Coordinators and Associates in their states, and recruiting and training
costs. The compensation arrangements with J. Shelby Amos, II and W. Donald
Land were similar, when contracted, to those of other State Sales

Coordinators. District Sales Coordinators are not salaried employees but
are compensated on a commission basis and are required to pay their own
expenses. The compensation arrangement with Lisa L. Cloninger was the same
as other District Sales Coordinators.

2. RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS

The Board of Directors of the Company, in accordance with the
recommendation of its Audit Committee, none of whom is an employee of the
Company, has reappointed KPMG LLP, Certified Public Accountants, as
independent auditors for the Company, subject to ratification by the
shareholders.

Representatives of KPMG LLP are expected to be present at the 2001
Annual Meeting of Shareholders with the opportunity to make a statement if
they so desire. Such representatives are expected to be available to respond
to appropriate questions.

The aggregate fees for professional services rendered to the Company by
KPMG LLP for the year ended December 31, 2000, were as follows:

Audit fees - Audit of the Company's consolidated
financial statements for the year ended December 31, 2000 $1,190,561

Financial information systems design and
implementation fees -0-

All other related services:

Separate audits of statutory
financial statements, required
by insurance regulatory authorities $186,432

Separate audits of subsidiaries and
employee benefit plans 127,015

Tax-related services 167,365

Other 37,679 518,491
-------- ---------

TOTAL FEES: -----------------------------------------------------$1,709,052

The Audit Committee of the Board of Directors has considered whether
the provision of the non-audit professional services is compatible with
maintaining KPMG LLP's independence.

THE BOARD OF DIRECTORS RECOMMENDS UNANIMOUSLY A VOTE "FOR"
RATIFICATION OF THE SELECTION OF SUCH FIRM
AS THE COMPANY'S INDEPENDENT AUDITORS.

3. OTHER MATTERS

Management does not intend to bring any other matter before the
meeting, and does not know of any other matter that is proposed to be
brought before the meeting. However, should any other matter properly come
before the meeting, the persons named in the enclosed proxy will have
discretionary authority to vote all proxies in accordance with their
judgment on such matter.

SHAREHOLDER PROPOSALS

For a shareholder's proposal to be included in the Company's Proxy
Statement for the 2002 Annual Meeting of Shareholders, the shareholder must
follow the procedures of Rule 14a-8 under the Exchange Act, and the proposal
must be received by the Secretary of the Company by November 12, 2001. To
be timely, shareholder proposals submitted outside the processes of Rule
14a-8 must be received by the Secretary of the Company after February 6,
2002, and before March 8, 2002.

ANNUAL REPORT

The Company has mailed a copy of its Annual Report to each shareholder
entitled to vote at the 2001 Annual Meeting of Shareholders. A copy of the
Company's Form 10-K is available at no charge to all shareholders. For a
copy, write to:

Kenneth S. Janke Jr.
Senior Vice President, Investor Relations
AFLAC Incorporated
Worldwide Headquarters
Columbus, Georgia 31999

By Order of the Board of Directors,

/s/ Joey M. Loudermilk
-----------------------------
Joey M. Loudermilk
Secretary

March 13, 2001

APPENDIX A

AFLAC INCORPORATED

Charter of the Audit Committee of the Board of Directors

I. Audit Committee Purpose

The Audit Committee is appointed by the Board of Directors to assist
the Board in fulfilling its oversight responsibilities. The Audit
Committee's primary duties and responsibilities are to:

Oversee that management has maintained the reliability and integrity
of the financial reporting process and systems of internal controls of
AFLAC Incorporated and its subsidiaries (the "Company") regarding
finance, accounting, and legal matters.

Monitor the independence and performance of the Company's independent
auditors and the performance of the Company's internal auditing
department.

Provide an open avenue of communication between the independent
auditors, management, the internal auditing department, and the Board
of Directors.

The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities, and it has direct access to
the independent auditors as well as anyone in the organization. The Audit
Committee has the ability to retain, at the Company's expense, special
legal, accounting, or other consultants or experts it deems necessary in the
performance of its duties.

II. Audit Committee Composition and Meetings

The Audit Committee shall be comprised of three or more directors as
determined by the Board. Audit Committee members shall be appointed by the
Board of Directors. In addition, the Board of Directors shall designate one
member of the Audit Committee to be chair. Audit Committee members shall
meet the qualification requirements of the New York Stock Exchange.

The Committee shall meet with such frequency and at such intervals as
it shall determine is necessary to carry out its duties and
responsibilities.

A simple majority of the Audit Committee shall constitute a quorum for
the transaction of business. The Corporate Secretary, or a delegate, shall
record and keep minutes of all Audit Committee meetings.

The Audit Committee will provide sufficient opportunity for the
internal and independent auditors to meet with the members of the Audit
Committee without members of management present.

III. Audit Committee Responsibilities and Duties

A-1

Review Procedures and Reporting

1. Review and reassess the adequacy of this charter at least annually.
Submit charter revisions to the Board of Directors for approval and have
the document attached as an exhibit to the Company's annual meeting
proxy statement at such times as required under the regulations of the
Securities and Exchange Commission.

2. Review the Company's annual audited consolidated financial statements to
be included in the annual report to shareholders prior to distribution.
The review should include discussion with management and the independent
auditors of significant issues regarding accounting principles,
practices, disclosures and judgments.

3. Based on the review procedures and discussions set forth in this
charter, recommend to the Board of Directors that the Company's annual
audited financial statements be included in the Company's annual report
to shareholders and annual report on Form 10-K for filing with the
Securities and Exchange Commission.

4. Annually prepare a report to shareholders as required by the Securities
and Exchange Commission for inclusion in the Company's annual proxy
statement.

5. Periodically report to the Board of Directors on the Audit Committee's
actions and activities.

Independent Auditors

6. The independent auditors are ultimately accountable to the Audit
Committee and the Board of Directors. The Audit Committee shall review
the independence and performance of the auditors and annually recommend
to the Board of Directors the appointment of the independent auditors or
approve any discharge of auditors when circumstances warrant.

7. Approve the estimate of the audit fees and other significant
compensation to be paid to the independent auditors for the current
year.

8. Receive from the independent auditors a letter regarding independence
as required by Independence Standards Board Standard No. 1,
"Independence Discussions with Audit Committees." On an annual basis,
the Committee should review and discuss with the independent auditors
all significant relationships with the Company disclosed in such letter
that could impair the auditors' independence.

9. Review the independent auditors proposed audit plan for the current
year, including scope, staffing and audit approach.

10. Meet with the independent auditors and management as soon as practical
after completion of the annual audit to review the results of the audit
and any comments, recommendations or observations by the auditors as a
result of their work. Discuss the matters required to be communicated
to audit committees in accordance with AICPA Statement on Auditing
Standards No. 61, "Communication with Audit Committees" (significant
adjustments, management judgments and accounting estimates, significant
new accounting policies, disagreement with management, etc.).

A-2

In connection with their reviews of the Company's quarterly financial
statements, the independent auditors will discuss with the Audit
Committee, or at least its chairman, and financial management, any
significant matters required to be communicated by the independent
auditors under AICPA Statement on Auditing Standards No. 61. The Chair
of the Audit Committee may represent the entire Committee for purposes
of these quarterly discussions.

Internal Audit Department and Legal Matters

11. Approve the Company's internal audit charter and any significant changes
thereto.

12. Review and ratify the appointment and replacement of the director of
internal audit.

13. Meet at least annually with the Company's director of internal audit and
review the results of recent internal audit activities in the U.S. and
Japan, and the audit plans for the next twelve months.

14. Review periodically with the internal auditors, together with the
independent auditors and the Company's financial management, the
adequacy and effectiveness of the internal controls of the Company,
including computerized information system controls and security.

15. Review at least annually with the Company's general counsel the status
of significant litigation, contingent liabilities, compliance with
applicable laws and regulations, and other legal matters that could have
a material impact on the Company's financial statements.

16. Review annually with the Company's general counsel that adequate
procedures are in place to verify compliance with the Company's code of
business ethics and policy on conflict of interest, including the
reporting of any events of noncompliance.

***

While the Audit Committee has the duties and responsibilities set forth
in this charter, the Audit Committee is not responsible for planning or
conducting the audit or for determining whether the Company's financial
statements are complete and accurate and are in accordance with generally
accepted accounting principles. Similarly, it is not the responsibility of
the Committee to resolve disagreements, if any, between management and the
independent auditors or to ensure that the Company complies with all laws
and regulations.

A-3

APPENDIX B

PROXY
AFLAC INCORPORATED
Worldwide Headquarters
1932 Wynnton Road, Columbus, Georgia 31999

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Paul S. Amos, Daniel P. Amos and Joey M.
Loudermilk as Proxies or any one of them, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote, as
designated below, all the shares of common stock of AFLAC Incorporated held
of record by the undersigned on March 1, 2001, at the Annual Meeting of the
Shareholders to be held on Monday, May 7, 2001, at 10:00 a.m., or any
adjournment thereof.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL PROPOSALS

The following proposals are being submitted to the Shareholders:

1. Election of eighteen Directors of the Company.

To vote your Shares for ALL Director nominees, mark the "For" box. To
withhold voting for all nominees, mark the "Withheld" box. If you do
not wish your Shares voted "For" a particular nominee, mark the
"exceptions" box.

*EXCEPTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THAT NOMINEE'S NAME IN THE LIST BELOW.

For Withheld Exceptions*
________ ________ ________

1. Daniel P. Amos 7. Elizabeth J. Hudson 13. Barbara K. Rimer
2. J. Shelby Amos, II 8. Kenneth S. Janke, Sr. 14. Marvin R. Schuster
3. Michael H. Armacost 9. Charles B. Knapp 15. Henry C. Schwob
4. Kriss Cloninger, III 10. Takatsugu Murai 16. J. Kyle Spencer
5. M. Delmar Edwards, M.D. 11. Yoshiki Otake 17. Glenn Vaughn, Jr.
6. Joe Frank Harris 12. E. Stephen Purdom 18. Robert L. Wright

2. Ratification of appointment of KPMG For Against Abstain
LLP as independent auditors. _______ _______ _______

3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment
thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" PROPOSALS 1, 2, AND 3.

VOTING RIGHTS ON THIS PROXY ARE PRESENTED ON A PRE-STLIT BASIS.

(PLACE LABEL HERE)

B-1

Sign here as name(s) appears on account:
X ___________________________________________
X ___________________________________________

Date _________________________________, 2001
If acting as Attorney, Executor, Trustee or
in other representative capacity, please sign
name and title.

COMPLETE THE PROXY, TURN THE
PROXY OVER, READ DESCRIPTION
OF VOTING RIGHTS AND COMPLETE,
SIGN AND DATE THE AFFIDAVIT
IF APPLICABLE.

DESCRIPTION OF VOTING RIGHTS

In accordance with the Company's Articles of Incorporation, shares of
Common Stock are entitled to one vote per share until they have been held by
the same beneficial owner for a continuous period of greater than 48 months
prior to the record date of the meeting, at which time they become entitled
to ten votes per share. Any transferee of a share of Common Stock where
such share was transferred to the transferee by gift, devise or bequest or
otherwise through the laws of inheritance, descent or distribution from the
estate of the transferor or by distribution to a beneficiary of shares held
in trust for such beneficiary, is deemed to be the same beneficial owner as
the transferor. Shares acquired as a direct result of a stock split, stock
dividend or other distribution with respect to existing shares ("dividend
shares") are deemed to have been acquired and held continuously from the
date on which the shares with regard to which the dividend shares were
issued were acquired. Shares of Common Stock acquired pursuant to the
exercise of a stock option are deemed to have been acquired on the date the
option was granted.

Shares of Common Stock held in "street" or "nominee" name are presumed
to have been held for less than 48 months and are entitled to one vote per
share UNLESS this presumption is rebutted by providing evidence to the
contrary to the Board of Directors of the Company. SHAREHOLDERS DESIRING TO
REBUT THIS PRESUMPTION SHOULD COMPLETE AND EXECUTE THE AFFIDAVIT BELOW. THE
BOARD OF DIRECTORS RESERVES THE RIGHT TO REQUIRE EVIDENCE TO SUPPORT THIS
AFFIDAVIT.

AFFIDAVIT

UNDER THE PENALTIES OF PERJURY, I DO SOLEMNLY SWEAR THAT I AM ENTITLED TO
THE NUMBER OF VOTES SET FORTH BELOW BECAUSE
____________________________________________________________________________
____________________________________________________________________________

I agree to provide evidence to _____ Shares @ 1 Vote/Share = _____ Votes
support this statement at the _____ Shares @ 10 Votes/Share = _____ Votes
request of the Company. Total = _____ Votes
Sign here X ___________________________
X ___________________________ Date _________________, 2001

B-2

APPENDIX C

PROXY
AFLAC INCORPORATED
Worldwide Headquarters
1932 Wynnton Road, Columbus, Georgia 31999

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL PROPOSALS

The following proposals are being submitted to the Shareholders:

1. Election of eighteen Directors of the Company.

*EXCEPTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THAT NOMINEE'S NAME IN THE LIST BELOW.

For Withheld Exceptions*
_____ _____ _____

2. Ratification of appointment of KPMG For Against Abstain
LLP as independent auditors. _______ _______ _______

3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment
thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" PROPOSALS 1, 2, AND 3.

ONLY IF YOU AGREE WITH THE VOTING RIGHTS BELOW, YOU CAN VOTE BY TELEPHONE OR
INTERNET. **QUICK **EASY**IMMEDIATE**

Call *** Toll Free*** On a Touch Tone Telephone for Telephone Voting, or,
Vote over the internet using the Address Below.

C-1

FOR TELEPHONE VOTING WWW.VOTEYOURPROXY.COM
1-888-297-9553 VOTING RIGHTS ON THIS PROXY ARE
CONTROL NUMBER PRESENTED ON A PRE-SPLIT BASIS

PROXY # COMPANY# ACCT.#

According to the records Sign here as name(s) appears on account:
of the Company you are X ____________________________________________
entitled to the following X ____________________________________________
number of votes: Date _________________________________, 2001
If acting as Attorney, Executor, Trustee or in
VOTING RIGHTS other representative capacity, please sign
name and title.
________________

If you do not agree with the voting rights,
check here ____ and complete, sign and date
the reverse side.

DESCRIPTION OF VOTING RIGHTS

ONLY IF YOU DO NOT AGREE WITH THE VOTING RIGHTS shown on the front of
this Proxy should you complete the following:

AFFIDAVIT

C-3