Form 8-K
8-K — AFLAC INC
Accession: 0001104659-26-067551
Filed: 2026-05-28
Period: 2026-05-21
CIK: 0000004977
SIC: 6321 (ACCIDENT & HEALTH INSURANCE)
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — tm2614650d1_8k.htm (Primary)
EX-1.1 — EXHIBIT 1.1 (tm2614650d1_ex1-1.htm)
EX-4.1 — EXHIBIT 4.1 (tm2614650d1_ex4-1.htm)
EX-4.2 — EXHIBIT 4.2 (tm2614650d1_ex4-2.htm)
EX-4.3 — EXHIBIT 4.3 (tm2614650d1_ex4-3.htm)
EX-4.4 — EXHIBIT 4.4 (tm2614650d1_ex4-4.htm)
EX-5.1 — EXHIBIT 5.1 (tm2614650d1_ex5-1.htm)
EX-5.2 — EXHIBIT 5.2 (tm2614650d1_ex5-2.htm)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT Pursuant to Section 13 or
15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 21, 2026
Aflac Incorporated
(Exact name of registrant as specified in its
charter)
Georgia
001-07434
58-1167100
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1932
Wynnton Road, Columbus, Georgia
31999
(Address of principal executive offices)
(Zip
Code)
706.323.3431
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, $.10 Par Value
AFL
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events.
Registered Senior Notes Offering
On May 28, 2026, Aflac Incorporated, a
Georgia corporation (the “Company”), issued (i) ¥3,100,000,000 aggregate principal amount of 2.117% Senior Notes due 2029
(the “2029 Notes”), (ii) ¥41,800,000,000 aggregate principal amount of 2.802% Senior Notes due 2031 (the “2031 Notes”),
(iii) ¥13,100,000,000 aggregate principal amount of 3.123% Senior Notes due 2033 (the “2033 Notes”) and (iv) ¥7,900,000,000
aggregate principal amount of 3.482% Senior Notes due 2036 (the “2036 Notes” and, together with the 2029 Notes, the 2031 Notes
and the 2033 Notes, the “Notes”). The Notes were offered by the Company in a public offering pursuant to the Company’s
Registration Statement on Form S-3ASR (File No. 333-281977) (the “Registration Statement”), the prospectus dated September
6, 2024, and the related prospectus supplement dated May 21, 2026. The Company intends to use the net proceeds from the offering of Notes
for general corporate purposes.
The sale of the Notes was made pursuant
to the terms of an underwriting agreement, dated May 21, 2026 (the “Underwriting Agreement”), by and among the Company and
the several underwriters included on Schedule 1 thereto, for whom Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc., Morgan
Stanley & Co. International plc and MUFG Securities EMEA plc acted as representatives. The Underwriting Agreement contains customary
terms, conditions, representations and warranties and indemnification provisions.
The 2029 Notes bear interest at the
rate of 2.117% per annum from and including their date of issuance to, but excluding, May 25, 2029, or early redemption with a par call
date of February 25, 2029. The 2031 Notes bear interest at the rate of 2.802% per annum from and including their date of issuance to,
but excluding, December 17, 2031, or early redemption with a par call date of September 17, 2031. The 2033 Notes bear interest at the
rate of 3.123% per annum from and including their date of issuance to, but excluding, May 27, 2033, or early redemption with a par call
date of February 27, 2033. The 2036 Notes bear interest at the rate of 3.482% per annum from and including their date of issuance to,
but excluding, May 28, 2036, or early redemption with a par call date of November 28, 2035. Interest on the Notes is payable semi-annually
in arrears on May 28 and November 28 each year, beginning on November 28, 2026, except that the final interest payment dates, in the case
of the 2029 Notes, the 2031 Notes and the 2033 Notes, shall be the respective maturity dates of the 2029 Notes (short last coupon), the
2031 Notes (long last coupon) and the 2033 Notes (short last coupon). On or after the applicable par call date, the applicable series
of Notes will be redeemable in whole or in part from time to time, at the sole option of the Company, at a redemption price equal to 100%
of the aggregate principal amount of the applicable series of Notes to be redeemed plus accrued and unpaid interest on the principal amount
of the Notes to be redeemed, if any, to, but excluding, the redemption date.
The Notes are general unsecured obligations
and rank equally in right of payment with any of the Company’s existing and future unsecured senior indebtedness. The Notes were
issued under an indenture, dated as of May 21, 2009 (the “Base Indenture”), between the Company, as issuer, and The Bank of
New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by (i) a forty-eighth supplemental indenture,
dated as of May 28, 2026 (the “Forty-Eighth Supplemental Indenture”) between the Company and the Trustee, in the case of the
2029 Notes, (ii) a forty-ninth supplemental indenture, dated as of May 28, 2026 (the “Forty-Ninth Supplemental Indenture”)
between the Company and the Trustee, in the case of the 2031 Notes, (iii) a fiftieth supplemental indenture, dated as of May 28, 2026
(the “Fiftieth Supplemental Indenture”) between the Company and the Trustee, in the case of the 2033 Notes and (iv) a fifty-first
supplemental indenture, dated as of May 28, 2026 (the “Fifty-First Supplemental Indenture”) between the Company and the Trustee,
in the case of the 2036 Notes. As used herein, the term “Indenture” means the Base Indenture as supplemented by (i) in the
case of the 2029 Notes, the Forty-Eighth Supplemental Indenture, (ii) in the case of the 2031 Notes, the Forty-Ninth Supplemental Indenture,
(iii) in the case of the 2033 Notes, the Fiftieth Supplemental Indenture and (iv) in the case of the 2036 Notes, the Fifty-First Supplemental
Indenture. Each Indenture provides for customary events of default, including, among other things, nonpayment, failure to comply with
the other agreements in each Indenture for a period of 90 days, and certain events of bankruptcy, insolvency and reorganization.
The description of the Underwriting
Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the text of the Underwriting
Agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by reference. The description of the Indenture set forth above
is qualified in its entirety by reference to the full text of each of the Base Indenture, a copy of which is attached as Exhibit 4.1 to
the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 21, 2009, and the Forty-Eighth
Supplemental Indenture (including the form of 2029 Notes included therein), a copy of which is attached hereto as Exhibit 4.1, the Forty-Ninth
Supplemental Indenture (including the form of 2031 Notes included therein), a copy of which is attached hereto as Exhibit 4.2, the Fiftieth
Supplemental Indenture (including the form of 2033 Notes included therein), a copy of which is attached hereto as Exhibit 4.3 and the
Fifty-First Supplemental Indenture (including the form of 2036 Notes included therein), a copy of which is attached hereto as Exhibit
4.4.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
1.1 Underwriting Agreement, dated May 21, 2026, between Aflac Incorporated and the several underwriters named
in Schedule 1 thereto, for whom Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc., Morgan Stanley & Co. International
plc and MUFG Securities EMEA plc acted as representatives.
4.1 Forty-Eighth Supplemental Indenture, dated as of May 28, 2026, between Aflac Incorporated and The Bank
of New York Mellon Trust Company, N.A., as trustee (including the form of 2.117% Senior Note due 2029).
4.2 Forty-Ninth Supplemental Indenture, dated as of May 28, 2026, between Aflac Incorporated and The Bank
of New York Mellon Trust Company, N.A., as trustee (including the form of 2.802% Senior Note due 2031).
4.3 Fiftieth Supplemental Indenture, dated as of May 28, 2026, between Aflac Incorporated and The Bank of
New York Mellon Trust Company, N.A., as trustee (including the form of 3.123% Senior Note due 2033).
4.4 Fifty-First Supplemental Indenture, dated as of May 28, 2026, between Aflac Incorporated and The Bank
of New York Mellon Trust Company, N.A., as trustee (including the form of 3.428% Senior Note due 2036).
5.1 Opinion of Audrey Boone Tillman, Esq., Senior Executive Vice President and General Counsel of the Company.
5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1 Consent of Audrey Boone Tillman, Esq. (included as part of Exhibit 5.1 hereto).
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.2 hereto).
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Aflac Incorporated
May 28, 2026
/s/
Robin L. Blackmon
Robin L. Blackmon
Senior Vice President, Financial Services
Chief Accounting Officer
EX-1.1 — EXHIBIT 1.1
EX-1.1
Filename: tm2614650d1_ex1-1.htm · Sequence: 2
Exhibit 1.1
Aflac Incorporated
¥3,100,000,000 2.117% Senior Notes due
2029
¥41,800,000,000 2.802% Senior Notes due
2031
¥13,100,000,000 3.123% Senior Notes due
2033
¥7,900,000,000 3.482% Senior Notes due
2036
Underwriting Agreement
May 21, 2026
To the several Underwriters named in Schedule I hereto
Ladies and Gentlemen:
Aflac Incorporated, a Georgia
corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters
named in Schedule I hereto (the “Underwriters”), for whom Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc.,
Morgan Stanley & Co. International plc and MUFG Securities EMEA plc are acting as Representatives (the “Representatives”),
an aggregate of ¥3,100,000,000 principal amount of its 2.117% Senior Notes due 2029 (the “2029 Notes”), ¥41,800,000,000
principal amount of its 2.802% Senior Notes due 2031 (the “2031 Notes”) ¥13,100,000,000 principal amount of its 3.123%
Senior Notes due 2033 (the “2033 notes”) and ¥7,900,000,000 3.482% Senior Notes due 2036 (the “2036 Notes”
and, together with the 2029 Notes, the 2031 Notes and the 2033 Notes, the “Securities”). The 2029 Notes will be issued under
the Senior Debt Indenture, dated as of May 21, 2009 (the “Senior Debt Indenture”), as supplemented by the Forty-Eighth Supplemental
Indenture, to be dated as of May 28, 2026 (the “Forty-Eighth Supplemental Indenture”), each between the Company and The Bank
of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”). The 2031 Notes will be issued under the Senior Debt Indenture,
as supplemented by the Forty-Ninth Supplemental Indenture, to be dated as of May 28, 2026 (the “Forty-Ninth Supplemental Indenture”),
each between the Company and the Trustee. The 2033 Notes will be issued under the Senior Debt Indenture, as supplemented by the Fiftieth
Supplemental Indenture, to be dated as of May 28, 2026 (the “Fiftieth Supplemental Indenture”), each between the Company and
the Trustee. The 2036 Notes will be issued under the Senior Debt Indenture, as supplemented by the Fifty-First Supplemental Indenture,
to be dated as of May 28, 2026 (the “Fifty-First Supplemental Indenture”), each between the Company and the Trustee. The term
“Indenture” means the Senior Debt Indenture as supplemented by (1) the Forty-Eighth Supplemental Indenture, in the case of
the 2029 Notes, (2) the Forty-Ninth Supplemental Indenture, in the case of the 2031 Notes, (3) the Fiftieth Supplemental Indenture, in
the case of the 2033 Notes, and (4) the Fifty-First Supplemental Indenture, in the case of the 2036 Notes.
1.
The Company represents and warrants to, and agrees with, each of the Underwriters that:
(a)
An “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended
(the “Act”), on Form S-3 (File No. 333-281977) in respect of the Securities has been filed with the Securities and Exchange
Commission (the “Commission”) not earlier than three years prior to the date hereof; such registration statement, and any
post-effective amendment thereto, became effective on filing; and no stop order suspending the effectiveness of such registration statement
or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice
of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2)
under the Act has been received by the Company (the base prospectus filed as part of such registration statement, in the form in which
it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Basic
Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with
the Commission pursuant to Rule 424(b) under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of
such registration statement, including all exhibits thereto but excluding the Form T-1 and including any prospectus supplement relating
to the Securities that is filed with the Commission and deemed by virtue of Rule 430B to be part of such registration statement, each
as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration
Statement”; the Basic Prospectus, as amended and supplemented immediately prior to the Applicable Time (as defined in Section 1(c)
hereof), is hereinafter called the “Pricing Prospectus”; the form of the final prospectus relating to the Securities filed
with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof is hereinafter called the “Prospectus”;
any reference herein to the Basic Prospectus, the Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to
refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date of
such prospectus; any reference to any amendment or supplement to the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall
be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the
Securities filed with the Commission pursuant to Rule 424(b) under the Act and any documents filed under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and incorporated therein, in each case after the date of the Basic Prospectus, such
Preliminary Prospectus, or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed
to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective
date of the Registration Statement that is incorporated by reference in the Registration Statement; and any “issuer free writing
prospectus” as defined in Rule 433 under the Act relating to the Securities is hereinafter called an “Issuer Free Writing
Prospectus”);
(b)
No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by
the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements
of the Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the
Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided,
however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein;
-2-
(c)
For the purposes of this Agreement, the “Applicable Time” is 10:15 a.m. (Tokyo time) on the date of this Agreement;
the Pricing Prospectus as supplemented by the final term sheet prepared and filed pursuant to Section 5(a) hereof, taken together
(collectively, the “Pricing Disclosure Package”), as of the Applicable Time, did not include any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) hereto does not conflict with the
information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus,
as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement
of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to
statements or omissions made in an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing
to the Company by an Underwriter through the Representatives expressly for use therein;
(d)
The documents incorporated by reference in the Pricing Prospectus and the Prospectus, when they became effective or were filed
with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable,
and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; any further
documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents
become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the
Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the
Pricing Prospectus and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance
with the rules and regulations of the Commission applicable thereto; provided, however, that this representation and warranty
shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company
by an Underwriter through the Representatives expressly for use therein; and no such documents were filed with the Commission since the
Commission’s close of business on the business day immediately prior to the date of this Agreement and prior to the execution of
this Agreement, except as set forth on Schedule II(b) hereto;
-3-
(e)
The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement
and the Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act and the rules and
regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part of the Registration
Statement and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance
upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for
use therein;
(f)
Each of the Company, American Family Life Assurance Company of Columbus (“Aflac Columbus”), Aflac Life Insurance Japan
Ltd. (“Aflac Japan”) and any subsidiary of the Company that would qualify as a “significant subsidiary” of the
Company under Rule 1-02 of Regulation S-X (each such subsidiary, Aflac Columbus and Aflac Japan, a “Designated Subsidiary”)
has not sustained since the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus
any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from
any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus,
which loss or interference would have a Material Adverse Effect (as defined below), or would reasonably be expected to have a prospective
Material Adverse Effect; and, since the respective dates as of which information is given in the Registration Statement and the Pricing
Prospectus, there has not been any change in the capital stock or long-term debt of the Company or any of its Designated Subsidiaries
or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs,
management, financial position, shareholders’ equity or results of operations of the Company and its Designated Subsidiaries, otherwise
than as set forth or contemplated in the Pricing Prospectus; the subsidiaries of the Company, other than the Designated Subsidiaries,
considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of
Regulation S-X;
(g)
The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of
Georgia, with power and authority (corporate and other) to own its properties and conduct its business as described in the Pricing Prospectus,
and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other
jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no liability
or disability by reason of the failure to be so qualified in any such jurisdiction, except to the extent that the failure to be so qualified
and in good standing would not, individually or in the aggregate, have a material adverse effect on the current or future financial position,
shareholders’ equity or results of operations of the Company and its subsidiaries (a “Material Adverse Effect”); and
each of its Designated Subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws
of its jurisdiction of incorporation, with power and authority (corporate and other) to own its properties and conduct its business as
described in the Pricing Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good
standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such
qualification, or is subject to no liability or disability by reason of the failure to be so qualified or be in good standing in any such
jurisdiction, except to the extent that the failure to be so qualified and in good standing would not have a Material Adverse Effect;
-4-
(h)
Each of the Company and its subsidiaries that is required to be organized or licensed as an insurance company in its jurisdiction
of incorporation (including jurisdictions outside of the United States) (each an “Insurance Subsidiary”) has all necessary
consents, licenses, authorizations, approvals, exemptions, orders, certificates and permits (collectively, the “Consents”)
of and from, and has made all filings and declarations (collectively, the “Filings”) with, all insurance regulatory authorities,
all Federal, state, local and other governmental authorities (including, without limitation, the Nebraska Department of Insurance, the
New York State Department of Financial Services and the Japanese Financial Services Agency (the “JFSA”)), all self-regulatory
organizations and all courts and other tribunals, necessary to own, lease, license and use its properties and assets and to conduct its
business, except where the failure to have such Consents or to make such Filings would not, individually or in the aggregate, have a Material
Adverse Effect; all such Consents and Filings are in full force and effect, the Company and its Insurance Subsidiaries are in compliance
with such Consents and neither the Company nor any of its Insurance Subsidiaries has received any notice of any inquiry, investigation
or proceeding that would reasonably be expected to result in the suspension, revocation or limitation of any such Consent or otherwise
impose any limitation on the conduct of the business of the Company or any of its respective Insurance Subsidiaries, except as set forth
in the Prospectus or except as any such failure to be in full force and effect, failure to be in compliance with, suspension, revocation
or limitation would not, individually or in the aggregate, have a Material Adverse Effect; each of the Company and its Insurance Subsidiaries
is in compliance with, and conducts its businesses in conformity with, all applicable insurance laws and regulations, except where the
failure to so comply or conform would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the foregoing,
each of the Insurance Subsidiaries has made all Filings pursuant to, and has obtained all Consents required of all applicable insurance
laws and regulations in connection with the issuance and sale of the Securities;
(i)
The 2025 statutory annual statements of each Insurance Subsidiary organized or licensed as an insurance company in the United States
and the statutory balance sheets and income statements included in such statutory annual statements together with related schedules and
notes have been prepared, in all material respects, in conformity with statutory accounting principles and practices required or permitted
by the appropriate insurance regulator of the jurisdiction of domicile of each such Insurance Subsidiary, and such statutory accounting
principles and practices have been applied on a consistent basis throughout the periods involved, except as may otherwise be indicated
therein or in the notes thereto, and present fairly, in all material respects, the statutory financial position of such Insurance Subsidiaries
as of the dates thereof, and the statutory basis results of operations of such Insurance Subsidiaries for the periods covered thereby;
(j)
The business reports for the years ended March 31, 2025 and March 31, 2024 of Aflac Japan and the statutory balance sheets and
income statements included in such business reports together with related schedules and notes have been prepared, in all material respects,
in conformity with statutory accounting principles and practices required or permitted by the JFSA, and such statutory accounting principles
and practices have been applied on a consistent basis throughout the periods involved, except as may otherwise be indicated therein or
in the notes thereto, and present fairly, in all material respects, the statutory financial position of Aflac Japan as of the dates thereof,
and the statutory basis results of operations of Aflac Japan for the periods covered thereby;
-5-
(k)
The Company has an authorized capitalization as set forth in the Pricing Prospectus and all of the issued shares of capital stock
of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; and all of the issued shares of
capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and
are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims;
(l)
(i) Except for the registration rights granted to J&A Alliance Trust under Section 5.1 of the Shareholders Agreement,
dated as of February 28, 2019, by and among the Company and the Japan Post Parties (as defined therein), which was filed as Exhibit 10.50
to the Company’s Form 10-Q for the period ended March 31, 2019, and (ii) except as disclosed in the Pricing Prospectus, there are
no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to
file a registration statement under the Act with respect to any securities of the Company or to require the Company to include such securities
in the securities registered pursuant to the Registration Statement or in any securities being registered pursuant to any other registration
statement filed by the Company under the Act;
(m)
The Securities have been duly authorized and, when issued and delivered pursuant to this Agreement, will have been duly executed,
authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits
provided by the Senior Debt Indenture and (i) the Forty-Eighth Supplemental Indenture, in the case of the 2029 Notes, (ii) the Forty-Ninth
Supplemental Indenture, in the case of the 2031 Notes, (iii) the Fiftieth Supplemental Indenture, in the case of the 2033 Notes and (iv)
the Fifty-First Supplemental Indenture, in the case of the 2036 Notes, under which the Securities are to be issued, and the Senior Debt
Indenture has been filed as an exhibit to the Registration Statement; the Indenture has been duly authorized, executed and delivered by
the Company, and duly qualified under the Trust Indenture Act and constitutes a valid and legally binding instrument, enforceable in accordance
with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating
to or affecting creditors’ rights and to general equity principles; and the Securities will conform and the Indenture conforms to
the descriptions thereof in the Pricing Disclosure Package and the Prospectus;
(n)
The issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture
and this Agreement and the consummation of the transactions herein and therein contemplated (i) will not conflict with or result in a
breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Company or any of its Designated Subsidiaries is a party or by which the Company
or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its Designated Subsidiaries is
subject, (ii) will not result in any violation of the provisions of the Articles of Incorporation or Amended and Restated By-laws of the
Company or the organizational documents of any of its Designated Subsidiaries, and (iii) will not result in any violation of any statute
or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its Designated
Subsidiaries or any of their properties, except, with respect to clauses (i) and (iii), for such conflicts, breaches, violations or defaults
which would not, individually or in the aggregate, have a Material Adverse Effect and would not adversely affect the validity or performance
of the Company’s obligations under the Securities, the Indenture and this Agreement; and no consent, approval, authorization, order,
registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities
or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture except such as have been obtained
under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required
under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters;
-6-
(o)
Neither the Company nor any of its Designated Subsidiaries is (i) in violation of its Articles of Incorporation or Amended and
Restated By-laws or the other organizational documents or (ii) in default in the performance or observance of any obligation, covenant
or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is
a party or by which it or any of its properties may be bound, except, with respect to clause (ii), for such defaults that would not, individually
or in the aggregate, have a Material Adverse Effect;
(p)
The statements set forth in the Pricing Prospectus and Prospectus under the captions “Description of Debt Securities”
and “Description of the Notes,” insofar as they purport to constitute a summary of the terms of the Securities, and under
the captions “Plan of Distribution” and “Underwriting,” insofar as they purport to describe the provisions of
the laws and documents referred to therein, are accurate, complete and fair in all material respects;
(q)
Other than as set forth in the Pricing Prospectus, there are no legal or governmental proceedings pending to which the Company
or any of its Designated Subsidiaries is a party or of which any property of the Company or any of its Designated Subsidiaries is the
subject which, would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or would materially and
adversely affect the ability of the Company to perform its obligations under the Securities, the Indenture and this Agreement; and, to
the best of the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened
by others, other than as set forth in the Pricing Prospectus;
(r)
The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof,
will not be an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended;
(s)
(A) (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes
of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant
to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (iii) at the time the Company or any person acting on its behalf
(within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the Securities in reliance on the
exemption of Rule 163 under the Act, the Company was a “well-known seasoned issuer” as defined in Rule 405 under the Act;
and (B) at the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona
fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Securities, the Company was not an “ineligible issuer”
as defined in Rule 405 under the Act;
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(t)
KPMG LLP, who has audited certain financial statements of the Company and its subsidiaries, and has audited the effectiveness of
the Company’s internal control over financial reporting, is an independent registered public accounting firm as required by the
Act and the rules and regulations of the Commission thereunder and the Public Company Accounting Oversight Board (United States);
(u)
The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the
Exchange Act) that complies with the requirements of the Exchange Act and has been designed by the Company’s principal executive
officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
The Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in
its internal control over financial reporting;
(v)
Since the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus, there
has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely
to materially affect, the Company’s internal control over financial reporting;
(w)
The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that
comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information
relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial
officer by others within those entities; and such disclosure controls and procedures are effective;
(x)
Neither the Company nor any of its subsidiaries nor, to the best knowledge of the Company, any director, officer, agent, employee
or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any
unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect
unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of
any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other
unlawful payment;
(y)
The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial
recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering
statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued,
administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding
by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with
respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened;
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(z)
None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate
of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control
of the U.S. Department of the Treasury (such sanctions, “Sanctions”); and the Company will not directly or indirectly use
the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary,
joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any Sanctions.
Since April 24, 2019, the Company and its subsidiaries have not, and are currently not, knowingly engaged in any dealings or transactions
with any individual or entity, or in any country or territory, that at the time of the dealing or transaction is or was the subject or
target of Sanctions;
(aa)
The Company and its subsidiaries have taken commercially reasonable measures to maintain protections against unauthorized access
to, or disruption or failure of, their information technology systems. To the Company’s knowledge, during the past twelve months,
neither the Company nor any of its subsidiaries have been subject to any material unauthorized access to their information technology
systems or data maintained by them; and
(bb)
The Company has not issued any securities of the same or a similar class as the Securities in Japan, the offering of which subject
the Company to continuous disclosure obligations under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948 of Japan,
as amended).
2.
Subject to the terms and conditions set forth herein, the Company agrees to issue and sell to each of the Underwriters, and each
of the Underwriters agrees, severally and not jointly, to purchase from the Company, (i) the 2029 Notes at a purchase price of 99.750%
of the principal amount of the 2029 Notes, (ii) the 2031 Notes at a purchase price of 99.650% of the principal amount of the 2031 Notes,
(iii) the 2033 Notes at a purchase price of 99.600% of the principal amount of the 2033 Notes and (iv) the 2036 Notes at a purchase price
of 99.550% of the principal amount of the 2036 Notes plus, in each case, accrued interest, if any, from the Closing Date (as defined below),
the respective principal amounts of each of the 2029 Notes, the 2031 Notes, the 2033 Notes and the 2036 Notes set forth opposite the name
of such Underwriter in Schedule I hereto.
3.
Upon the authorization by the Representatives of the release of the Securities, the several Underwriters propose to offer the Securities
for sale upon the terms and conditions set forth in the Prospectus.
4.
(a)
The Securities to be purchased by each Underwriter hereunder will be represented by one or more definitive global Securities in
book-entry form. The Company will deliver, or cause to be delivered, the Securities to Mizuho Securities USA LLC on behalf of the Representatives
on May 28, 2026 (the “Closing Date”) by causing the Securities to be delivered in book-entry form through a common depositary
or its nominee on behalf of Clearstream Banking, S.A. (“Clearstream”) and Euroclear Bank SA/NV (“Euroclear”).
Delivery will be initiated against the irrevocable release by the Underwriters of a wire transfer of immediately available funds in the
amount of the purchase price, to the account specified no later than the date hereof by the Company to the Representatives, which wire
transfer shall be received by the Company no later than the Closing Date. The Company will cause the certificates representing the Securities
to be made available to the Representatives for checking at least two full business days prior to the Closing Date.
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(b)
The documents to be delivered on the Closing Date by or on behalf of the parties hereto pursuant to Section 10 hereof and any additional
documents requested by the Underwriters pursuant to Section 10(j) hereof (all of which are to be delivered at approximately 12:01
a.m., Tokyo time, except for the cross-receipt, which will be delivered immediately after the Securities are credited to the account of
Mizuho Securities USA LLC) will be delivered electronically, and the Securities will be credited to the account of Mizuho Securities USA
LLC on the Closing Date. A meeting will be held virtually at 3:00 p.m., New York City time, on the New York Business Day next preceding
the Closing Date, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available
for review by the parties hereto. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated
by law or executive order to close.
5.
The Company agrees with each of the Underwriters:
(a)
To prepare the Prospectus in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the
Act not later than the Commission’s close of business on the second business day following the date of this Agreement; to make no
further amendment or any supplement to the Registration Statement, the Basic Prospectus or the Prospectus prior to the Closing Date which
shall be disapproved by the Representatives promptly after reasonable notice thereof; to advise the Representatives, promptly after it
receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment
or supplement to the Prospectus has been filed and to furnish the Representatives with copies thereof; to prepare a final term sheet,
containing solely a description of the Securities, in a form approved by the Representatives and to file such term sheet pursuant to Rule
433(d) under the Act within the time required by such Rule; to file promptly all other material required to be filed by the Company with
the Commission pursuant to Rule 433(d) under the Act; to file promptly all reports and any definitive proxy or information statements
required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a)
under the Act) is required in connection with the offering or sale of the Securities; to advise the Representatives, promptly after it
receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary
Prospectus or other prospectus in respect of the Securities, of any notice of objection of the Commission to the use of the Registration
Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act, of the suspension of the qualification of
the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of
any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information;
and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or
other prospectus or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order; and in
the event of any such issuance of a notice of objection, promptly to take such steps including, without limitation, amending the Registration
Statement or filing a new registration statement, at its own expense, as may be necessary to permit offers and sales of the Securities
by the Underwriters (references herein to the Registration Statement shall include any such amendment or new registration statement);
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(b)
If required by Rule 430B(h) under the Act, to prepare a form of prospectus in a form approved by the Representatives and to file
such form of prospectus pursuant to Rule 424(b) under the Act not later than may be required by Rule 424(b) under the Act; and to make
no further amendment or supplement to such form of prospectus which shall be disapproved by the Representatives promptly after reasonable
notice thereof;
(c)
If by the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any
of the Securities remain unsold by the Underwriters, the Company will file, if it has not already done so and is eligible to do so, a
new automatic shelf registration statement relating to the Securities, in a form satisfactory to the Representatives. If at the Renewal
Deadline the Company is no longer eligible to file an automatic shelf registration statement and the distribution of the Securities has
not been completed, the Company will, if it has not already done so, file a new shelf registration statement relating to the Securities,
in a form satisfactory to the Representatives and will use its commercially reasonable efforts to cause such registration statement to
be declared effective within 180 days after the Renewal Deadline. The Company will take all other action necessary or appropriate
to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to
the Securities. References herein to the Registration Statement shall include such new automatic shelf registration statement or such
new shelf registration statement, as the case may be;
(d)
Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Securities for offering
and sale under the securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit
the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the
Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file
a general consent to service of process in any jurisdiction or to take any action that would subject it to taxation in any jurisdiction
where it is not now so subject;
(e)
Prior to 10:00 a.m., New York City time, on the New York Business Day next succeeding the date of this Agreement and from time
to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as the Representatives
may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act)
is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering
or sale of the Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented
would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule
173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend
or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply
with the Act, the Exchange Act or the Trust Indenture Act, to notify the Representatives and upon the Representatives’ request to
file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic
copies as the Representatives may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which
will correct such statement or omission or effect such compliance; and in case any Underwriter is required to deliver a prospectus (or
in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the Securities at any time nine
months or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and deliver
to such Underwriter as many written and electronic copies as you may request of an amended or supplemented Prospectus complying with Section
10(a)(3) of the Act;
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(f)
To make generally available to its security holders as soon as practicable, but in any event not later than sixteen months after
the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its
subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder
(including, at the option of the Company, Rule 158);
(g)
During the period beginning from the date hereof and continuing to and including the Closing Date or such earlier time as the Representatives
may notify the Company, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose
of, except as provided hereunder, any securities of the Company or its subsidiaries that are substantially similar to the Securities;
(h)
To pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) under the
Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Act;
(i)
To use the net proceeds received by it from the sale of the Securities pursuant to this Agreement in the manner specified in the
Pricing Prospectus under the caption “Use of Proceeds”; and
(j)
Upon request of any Underwriter, to furnish, or cause to be furnished, to such Underwriter an electronic version of the Company’s
trademarks, servicemarks and corporate logo for use on the website, if any, operated by such Underwriter for the purpose of facilitating
the on-line offering of the Securities (the “License”); provided, however, that the License shall be used solely for
the purpose described above, is granted without any fee and may not be assigned or transferred.
6.
(a)
The Company represents and agrees that, other than the final term sheet prepared and filed pursuant to Section 5(a) hereof, without
the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute
a “free writing prospectus” as defined in Rule 405 under the Act; each Underwriter represents and agrees that, without the
prior consent of the Company and the Representatives, other than one or more term sheets relating to the Securities containing customary
information and conveyed to purchasers of Securities, it has not made and will not make any offer relating to the Securities that would
constitute a free writing prospectus; and any such free writing prospectus the use of which has been consented to by the Company and the
Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule II(a) hereto.
The Company also consents to the use by any Underwriter of a free writing prospectus that (A) is not an “issuer free writing prospectus”
as defined in Rule 433 and (B) contains only (i) information describing the preliminary terms of the Securities or their offering, (ii)
information that describes the final terms of the Securities or their offering and that is included in the final term sheet contemplated
in Section 5(a) hereof or (iii) contains comparable bond price or similar information that (in the case of this clause (iii) only) is
not “issuer information,” as defined in Rule 433;
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(b)
The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing
Prospectus, including timely filing with the Commission or retention where required and legending; and
(c)
The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as
a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus
or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof
to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer
Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that
this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance
upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for
use therein.
7.
The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the
fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities
under the Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement,
the Basic Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements
thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing
any agreement among Underwriters, this Agreement, the Indenture, the Blue Sky Memorandum, closing documents (including any compilations
thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses
in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(d)
hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with
the Blue Sky survey; (iv) any fees charged by securities rating services for rating the Securities; (v) the cost of preparing the
Securities; (vi) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for
the Trustee in connection with the Indenture and the Securities; and (vii) all other costs and expenses incident to the performance
of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except
as provided in this Section, and Sections 11 and 14 hereof, the Underwriters will pay all of their own costs and expenses, including the
fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers
they may make, pro rata (based on the principal amount of the Securities that such Underwriter agreed to purchase hereunder, as set out
in Schedule I).
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8.
The parties hereto confirm the appointment of Mizuho Securities USA LLC as stabilising manager (the “Stabilising Manager”)
as the central point responsible for public disclosure regarding stabilisation of the information and handling any competent authority
requests, in each case in accordance with Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 and the UK FCA Stabilisation
Binding Technical Standards, as applicable. The Stabilising Manager (or persons acting on behalf of the Stabilising Manager) may, to the
extent permitted by applicable laws and directives, over-allot or effect transactions with a view to supporting the market price of the
Securities at a level higher than that which might otherwise prevail, but in doing so the Stabilising Manager shall act as principal and
not as agent of the Company and any loss resulting from overallotment and stabilisation shall be borne, and any profit arising therefrom
shall be beneficially retained, by the Stabilising Manager. However, there is no assurance that the Stabilising Manager (or persons acting
on behalf of the Stabilising Manager) will undertake any stabilisation action. Any stabilisation action may begin on or after the date
on which adequate public disclosure of the terms of the Securities is made and, if begun, may cease at any time, but it must end no later
than the earlier of 30 days after the issue date of the Securities and 60 days after the date of the allotment of the Securities. Such
stabilisation shall be conducted by the Stabilising Manager in accordance with all applicable laws, regulations and rules. Nothing contained
in this paragraph shall be construed so as to require the Company to issue in excess of the aggregate principal amount of Securities specified
in Schedule I hereto.
9.
Mizuho Securities USA LLC or such other Underwriter as the Underwriters may agree to settle the Securities (the “Settlement
Bank”) acknowledges that the Securities will initially be credited to an account (the “Commissionaire Account”) for
the benefit of the Settlement Bank, the terms of which Commissionaire Account include a third-party beneficiary clause (‘stipulation
pour autrui’) with the Company as the third-party beneficiary and provide that such Securities are to be delivered to others
only against payment of the net subscription monies for the Securities (i.e., less the commissions and expenses to be deducted
from the subscription monies, with any transfer taxes payable in connection with the sale of the Securities duly paid, without duplication,
by the Company) into the Commissionaire Account on a delivery against payment basis. The Settlement Bank acknowledges that (i) the
Securities shall be held to the order of the Company as set out above and (ii) the net subscription monies for the Securities received
in the Commissionaire Account (i.e., less the commissions and expenses deducted from the subscription monies) will be held
on behalf of the Company until such time as they are transferred to the Company’s order. The Settlement Bank undertakes that the
net subscription monies for the Securities (i.e., less the commissions and expenses deducted from the subscription monies)
will be transferred to the Company’s order promptly following receipt of such monies in the Commissionaire Account. The Company
acknowledges and accepts the benefit of the third-party beneficiary clause (‘stipulation pour autrui’) pursuant to
the Belgian or Luxembourg Civil Code, as applicable, in respect of the Commissionaire Account.
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10.
The obligations of the Underwriters hereunder shall be subject, in their discretion, to the condition that all representations
and warranties and other statements of the Company herein are, at and as of the Closing Date, true and correct, the condition that the
Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions:
(a)
(i) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time
period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; (ii) the final
term sheet contemplated by Section 5(a) hereof, and any other material required to be filed by the Company pursuant to Rule 433(d) under
the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; (iii) no
stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for
that purpose shall have been initiated or threatened by the Commission and no notice of objection of the Commission to the use of the
Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act shall have been received; (iv)
no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened
by the Commission; and (v) all requests for additional information on the part of the Commission shall have been complied with to the
reasonable satisfaction of the Representatives;
(b)
Sullivan & Cromwell LLP, counsel for the Underwriters, shall have furnished to the Representatives such written opinion or
opinions, dated the Closing Date, with respect to such matters as the Representatives may reasonably request, and such counsel shall have
received such papers and information as they may reasonably request to enable them to pass upon such matters;
(c)
Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Company, shall have furnished to the Representatives their written
opinion (a draft of such opinion is attached hereto as Annex II), dated the Closing Date, in a form and substance satisfactory to
the Representatives.
(d)
Audrey Boone Tillman, Esq., Senior Executive Vice President and General Counsel of the Company, shall have furnished to the Representatives
her written opinion (a draft of such opinion is attached hereto as Annex III), dated the Closing Date, in form and substance satisfactory
to the Representatives.
(e)
On the date hereof, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the
date of this Agreement and also on the Closing Date, KPMG LLP shall have furnished to the Representatives a letter or letters, dated the
respective dates of delivery thereof, in form and substance satisfactory to the Representatives, to the effect set forth in Annex I hereto
(the form of letter to be delivered on the date hereof is attached as Annex I-A hereto). On the date hereof, on the effective date of
any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also on the Closing Date,
Max K. Brodén, Senior Executive Vice President and Chief Financial Officer of the Company, shall have furnished to the Representatives
a certificate or certificates, dated the respective dates of delivery thereof, in form and substance satisfactory to the Representatives,
to the effect set forth in Annex I hereto (the form of certificate to be delivered on the date hereof is attached as Annex I-B hereto
and the form of certificate to be delivered on the effective date of any post-effective amendment to the Registration Statement and as
of the Closing Date is attached as Annex I-C hereto).
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(f)
(i) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements
included or incorporated by reference in the Pricing Prospectus any loss or interference with its business from fire, explosion, flood
or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise
than as set forth or contemplated in the Pricing Prospectus, and (ii) since the respective dates as of which information is given in the
Pricing Prospectus there shall not have been any change in the capital stock or long-term debt of the Company or any of its subsidiaries
or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position,
shareholders’ equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in
the Pricing Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of the Representatives
so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities
on the terms and in the manner contemplated in the Prospectus;
(g)
On or after the Applicable Time (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities
or the Company’s financial strength or claims paying ability by any “nationally recognized statistical rating organization,”
as that term is defined by the Commission under Section 3 of the Exchange Act, and (ii) no such organization shall have publicly
announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt
securities or the Company’s financial strength or claims paying ability;
(h)
On or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in
trading in securities generally on the New York Stock Exchange or on the Tokyo Stock Exchange; (ii) a suspension or material limitation
in trading in the Company’s securities on the New York Stock Exchange or the Tokyo Stock Exchange; (iii) a general moratorium on
commercial banking activities declared by either Federal or New York State authorities or a material disruption in commercial banking
or securities settlement or clearance services in the United States or Japan or with respect to the Clearstream or Euroclear systems in
Europe; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national
emergency or war, or (v) the occurrence of any other calamity or crisis (including without limitation as a result of an epidemic or pandemic)
or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified
in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering
or the delivery of the Securities on the terms and in the manner contemplated in the Prospectus;
(i)
The Company shall have complied with the provisions of Section 5(e) hereof with respect to the furnishing of prospectuses on the
New York Business Day next succeeding the date of this Agreement; and
(j)
The Company shall have furnished or caused to be furnished to the Representatives on the Closing Date certificates of officers
of the Company satisfactory to the Representatives as to the accuracy of the representations and warranties of the Company herein at and
as of such time, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to such time, as
to the matters set forth in subsections (a) and (f) of this Section and as to such other matters as the Representatives may reasonably
request.
-16-
11.
(a)
The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several,
to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or
supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant
to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or
other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged
omission made in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus,
or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information
furnished to the Company by any Underwriter through the Representatives expressly for use therein.
(b)
Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company against any losses, claims, damages or
liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment
or supplement thereto, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the
Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus or any such amendment
or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to
the Company by such Underwriter through the Representatives expressly for use therein; and will reimburse the Company for any legal or
other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses
are incurred.
-17-
(c)
Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the
indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from
any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to
assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election
so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the
defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified
party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action
or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual
or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the
indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission
of fault, culpability or a failure to act, by or on behalf of any indemnified party.
(d)
If the indemnification provided for in this Section 11 is unavailable to or insufficient to hold harmless an indemnified party
under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to
therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses,
claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters on the other from the offering of the Securities. If, however, the allocation provided
by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required
under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party
in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one
hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by
the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from
the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by
the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company on the one hand or the Underwriters on the other and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the
Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party
as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall
be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount
in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered
to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’
obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.
-18-
(e)
The obligations of the Company under this Section 11 shall be in addition to any liability which the Company may otherwise have
and shall extend, upon the same terms and conditions, to each officer and director of any Underwriter and to each person, if any, who
controls any Underwriter within the meaning of the Act and each broker-dealer affiliate of any Underwriter; and the obligations of the
Underwriters under this Section 11 shall be in addition to any liability which the respective Underwriters may otherwise have and shall
extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company
within the meaning of the Act.
12.
(a)
If any Underwriter shall default in its obligation to purchase the Securities which it has agreed to purchase hereunder, the Representatives
may in your discretion arrange for you or another party or other parties to purchase such Securities on the terms contained herein. If
within thirty six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Securities,
then the Company shall be entitled to a further period of thirty six hours within which to procure another party or other parties satisfactory
to the Representatives to purchase such Securities on such terms. In the event that, within the respective prescribed periods, the Representatives
notify the Company that you have so arranged for the purchase of such Securities, or the Company notifies the Representatives that it
has so arranged for the purchase of such Securities, the Representatives or the Company shall have the right to postpone such Closing
Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement
or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to
the Registration Statement or the Prospectus which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter”
as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been
a party to this Agreement with respect to such Securities.
(b)
If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of such Securities which remains unpurchased
does not exceed one eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require
each non-defaulting Underwriter to purchase the principal amount of Securities which such Underwriter agreed to purchase hereunder and,
in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Securities which
such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements
have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
-19-
(c)
If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of Securities which remains unpurchased
exceeds one eleventh of the aggregate principal amount of all the Securities, or if the Company shall not exercise the right described
in subsection (b) above to require non-defaulting Underwriters to purchase Securities of a defaulting Underwriter or Underwriters, then
this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the
expenses to be borne by the Company and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements
in Section 11 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
13.
The respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters,
as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and
effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter, or any officer
or director or controlling person of any Underwriter, or the Company, or any officer or director or controlling person of the Company,
and shall survive delivery of and payment for the Securities.
14.
If this Agreement shall be terminated pursuant to Section 12 hereof, the Company shall not then be under any liability to any Underwriter
except as provided in Sections 7 and 11 hereof; but, if for any other reason, the Securities are not delivered by or on behalf of the
Company as provided herein, the Company will reimburse the Underwriters through the Representatives for all out of pocket expenses approved
in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations
for the purchase, sale and delivery of the Securities, but the Company shall then be under no further liability to any Underwriter except
as provided in Sections 7 and 11 hereof.
15.
In all dealings hereunder, the Representatives shall act on behalf of each of the Underwriters, and the parties hereto shall be
entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives.
All statements, requests,
notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail or facsimile transmission
to Mizuho Securities USA LLC at 1271 Avenue of the Americas, New York, New York 10020, Attention: Debt Capital Markets Desk; SMBC Nikko
Securities America, Inc. at 277 Park Avenue, New York, New York 10172 (email: NikkoGCNotices@smbcnikko-si.com), Attention: Debt Capital
Markets; Morgan Stanley & Co. International plc at 25 Cabot Square, Canary Wharf, London E14 4QA, UK (fax: +44 207 056 4984), Attention:
Head of Transaction Management Group; MUFG Securities EMEA plc at Ropemaker Place, 25 Ropemaker Street, London EC2Y 9AJ (email: legal-primarymarkets@int.sc.mufg.jp),
Attention: Legal – Primary Markets and if to the Company shall be delivered or sent by mail or facsimile transmission to the address
of the Company set forth in the Registration Statement, Attention: Secretary . Any such statements, requests, notices or agreements shall
take effect upon receipt thereof.
In accordance with the requirements
of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain,
verify and record information that identifies their respective clients, including the Company, which information may include the name
and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective
clients.
-20-
16.
The execution of this Agreement by all parties will constitute the Underwriters’ acceptance of the ICMA Agreement Among Managers
Version 1 (Fixed-Price Non-Equity Related Issues)/New York Schedule (the “AAM”) subject to any amendment notified to the Representatives
in writing at any time prior to the execution of this Agreement. References to the “Managers” shall be deemed to refer to
the Underwriters, references to the “Lead Manager” shall be deemed to refer to each of the Representatives, references to
“Settlement Lead Manager” shall be deemed to refer to Mizuho Securities USA LLC and references to “Stabilising Manager”
shall be deemed to refer to Mizuho Securities USA LLC. As applicable to the Underwriters, Clause 3 of the AAM shall be deemed to be deleted
in its entirety and replaced with Section 12 of this Agreement.
17.
Notwithstanding, and to the exclusion of, any other term of this Agreement or any other agreements, arrangements, or understandings
among the parties hereto, the Company and each Underwriter acknowledges and accepts that a UK Bail-in Liability arising under this Agreement
may be subject to the exercise of UK Bail-in Powers by the relevant UK resolution authority, and acknowledges, accepts, and agrees to
be bound by:
(a)
the effect of the exercise of UK Bail-in Powers by the relevant UK resolution authority in relation to any UK Bail-in Liability
of the UK Underwriters to the Company under this Agreement, that (without limitation) may include and result in any of the following,
or some combination thereof: (i) the reduction of all, or a portion, of the UK Bail-in Liability or outstanding amounts due thereon; (ii)
the conversion of all, or a portion, of the UK Bail-in Liability into shares, other securities or other obligations of the UK Underwriters
or another person, and the issue to or conferral on the Company of such shares, securities or obligations; (iii) the cancellation of the
UK Bail-in Liability; (iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any
payments are due, including by suspending payment for a temporary period;
(b)
the variation of the terms of this Agreement, as deemed necessary by the relevant UK resolution authority, to give effect to the
exercise of UK Bail-in Powers by the relevant UK resolution authority.
For the purposes of this Section
17,
“UK Bail-in
Legislation” means Part I of the UK Banking Act 2009 and any other law or regulation applicable in the UK relating to the resolution
of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation,
administration or other insolvency proceedings).
“UK Bail-in
Liability” means a liability in respect of which the UK Bail-in Powers may be exercised.
“UK Bail-in
Powers” means the powers under the UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank
or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person
or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations
of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised
under it or to suspend any obligation in respect of that liability.
“UK Underwriters”
means Morgan Stanley & Co. International plc, MUFG Securities EMEA plc and J.P. Morgan Securities plc.
-21-
18.
Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook
(the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product
Governance Rules:
(a)
Each of Morgan Stanley & Co. International plc, MUFG Securities EMEA plc and J.P. Morgan Securities plc (the “UK Manufacturers”)
acknowledges that it understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of
the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information
set out in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus or any
such amendment or supplement, in connection with the Securities; and
(b)
the Underwriters and the Company note the application of the UK MiFIR Product Governance Rules and acknowledge the target market
and distribution channels identified as applying to the Securities by each UK Manufacturer and the related information set out in the
Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus or any such amendment
or supplement, in connection with the Securities.
19.
In recognition of the U.S. Special Resolutions Regimes, the Company and each of the Underwriters agree that:
(a)
In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime,
the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to
the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and
obligation, were governed by the laws of the United States or a state of the United States.
(b)
In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding
under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted
to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States.
(c)
For the purposes of this Section 19,
(i)
“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance
with, 12 U.S.C. § 1841(k);
-22-
(ii)
“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted
in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in
accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 382.2(b);
(iii)
“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§
252.81, 47.2 or 382.1, as applicable; and
(iv)
“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated
thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
20.
This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided
in Sections 11 and 13 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter, and
their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or
by virtue of this Agreement. No purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign by reason
merely of such purchase.
21.
Time shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when
the Commission’s office in Washington, D.C. is open for business.
22.
The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length
commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith
and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the
Company, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering
contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the
Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv)
the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not
claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty
to the Company, in connection with such transaction or the process leading thereto.
23.
This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters,
or any of them, with respect to the subject matter hereof.
24.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
25.
The Company and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
-23-
26.
This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed
to be an original, but all such respective counterparts shall together constitute one and the same instrument. Counterparts may be delivered
via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic
Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method
and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
27.
Notwithstanding anything herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal and state
income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax
analyses) provided to the Company relating to that treatment and structure, without the Underwriters’ imposing any limitation of
any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence
shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure”
is limited to any facts that may be relevant to that treatment.
-24-
If the foregoing is in accordance
with your understanding, please sign and return to us six counterparts hereof, and upon the acceptance hereof by you, on behalf of each
of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and
the Company.
Very truly yours,
Aflac Incorporated
By:
/s/ Max K. Brodén
Name:
Max K. Brodén
Title:
Senior Executive Vice President and Chief Financial Officer
[Signature Page to Underwriting Agreement]
Accepted as of the date hereof:
Mizuho Securities USA LLC
By:
/s/ Robert Fahrbach
Name:
Robert Fahrbach
Title:
Managing Director
[Signature Page to Underwriting Agreement]
Accepted as of the date hereof:
SMBC Nikko Securities America,
Inc.
By:
/s/ Michael Lazar
Name:
Michael Lazar
Title:
Managing Director
[Signature Page to Underwriting Agreement]
Accepted as of the date hereof:
Morgan
Stanley & Co. International plc
By:
/s/
Kathryn McArdle
Name:
Kathryn
McArdle
Title:
Managing
Director
[Signature Page to Underwriting Agreement]
Accepted
as of the date hereof:
MUFG
Securities EMEA plc
By:
/s/
Trevor Kemp
Name:
Trevor
Kemp
Title:
Authorised
Signatory
[Signature Page to Underwriting Agreement]
Accepted
as of the date hereof:
Citigroup
Global Markets Limited
By:
/s/ Paula Clarke
Name:
Paula Clarke
Title:
Delegated Signatory
[Signature Page to Underwriting Agreement]
Accepted
as of the date hereof:
Goldman
Sachs & Co. LLC
By:
/s/ Kyle Fischer
Name:
Kyle Fischer
Title:
Managing Director
[Signature Page to Underwriting Agreement]
Accepted
as of the date hereof:
PNC
Capital Markets LLC
By:
/s/ Valerie Shadeck
Name:
Valerie Shadeck
Title:
Managing Director
[Signature Page to Underwriting Agreement]
Accepted
as of the date hereof:
Wells
Fargo Securities, LLC
By:
/s/ Carolyn Hurley
Name:
Carolyn Hurley
Title:
Managing Director
[Signature Page to Underwriting Agreement]
Accepted
as of the date hereof:
Academy
Securities, Inc
By:
/s/ Michael Boyd
Name:
Michael Boyd
Title:
Chief Compliance Officer
[Signature Page to Underwriting Agreement]
Accepted
as of the date hereof:
BNY
Mellon Capital Markets, LLC
By:
/s/ Dan Klinger
Name:
Dan Klinger
Title:
Managing Director
[Signature Page to Underwriting Agreement]
Accepted
as of the date hereof:
CastleOak
Securities, L.P.
By:
/s/ Carlos A. Sanchez
Name:
Carlos A. Sanchez
Title:
Managing Director
[Signature Page to Underwriting Agreement]
Accepted
as of the date hereof:
Drexel
Hamilton, LLC
By:
/s/ Trevor Brunell
Name:
Trevor Brunell
Title:
Managing Director
[Signature Page to Underwriting Agreement]
Accepted
as of the date hereof:
Great
Pacific Securities
By:
/s/ Christopher Vinck-Luna
Name:
Christopher Vinck-Luna
Title:
CEO
[Signature Page to Underwriting Agreement]
Accepted
as of the date hereof:
J.P.
Morgan Securities plc
By:
/s/ Howard Chu
Name:
Howard Chu
Title:
Managing Director
[Signature Page to Underwriting Agreement]
Accepted
as of the date hereof:
R.
Seelaus & Co., LLC
By:
/s/ James Brucia
Name:
James Brucia
Title:
Managing Director
[Signature Page to Underwriting Agreement]
Accepted
as of the date hereof:
The
Toronto-Dominion Bank
By:
/s/ Frances Watson
Name:
Frances Watson
Title:
Managing Director
[Signature Page to Underwriting Agreement]
SCHEDULE I
Underwriter
Principal
Amount of 2029
Notes to be
Purchased
Principal
Amount of 2031
Notes to be
Purchased
Principal
Amount of 2033
Notes to be
Purchased
Principal
Amount of 2036
Notes to be
Purchased
Mizuho Securities USA LLC
¥ 620,000,000
¥ 8,360,000,000
¥ 2,620,000,000
¥ 1,580,000,000
SMBC Nikko Securities America, Inc.
¥ 620,000,000
¥ 8,360,000,000
¥ 2,620,000,000
1,580,000,000
Morgan Stanley & Co. International plc
¥ 310,000,000
¥ 4,180,000,000
¥ 1,310,000,000
¥ 790,000,000
MUFG Securities EMEA plc
¥ 310,000,000
¥ 4,180,000,000
¥ 1,310,000,000
¥ 790,000,000
Citigroup Global Markets Limited
¥ 150,000,000
¥ 2,100,000,000
¥ 670,000,000
¥ 410,000,000
Goldman Sachs & Co. LLC
¥ 150,000,000
¥ 2,100,000,000
¥ 670,000,000
¥ 410,000,000
PNC Capital Markets LLC
¥ 150,000,000
¥ 2,100,000,000
¥ 670,000,000
¥ 410,000,000
Wells Fargo Securities, LLC
¥ 150,000,000
¥ 2,100,000,000
¥ 670,000,000
¥ 410,000,000
Academy Securities, Inc.
¥ 80,000,000
¥ 1,040,000,000
¥ 320,000,000
¥ 190,000,000
BNY Mellon Capital Markets, LLC
¥ 80,000,000
¥ 1,040,000,000
¥ 320,000,000
¥ 190,000,000
CastleOak Securities, L.P.
¥ 80,000,000
¥ 1,040,000,000
¥ 320,000,000
¥ 190,000,000
Drexel Hamilton, LLC
¥ 80,000,000
¥ 1,040,000,000
¥ 320,000,000
¥ 190,000,000
Great Pacific Securities
¥ 80,000,000
¥ 1,040,000,000
¥ 320,000,000
¥ 190,000,000
J.P. Morgan Securities plc
¥ 80,000,000
¥ 1,040,000,000
¥ 320,000,000
¥ 190,000,000
R. Seelaus & Co., LLC
¥ 80,000,000
¥ 1,040,000,000
¥ 320,000,000
¥ 190,000,000
The Toronto-Dominion Bank
¥ 80,000,000
¥ 1,040,000,000
¥ 320,000,000
¥ 190,000,000
Total
¥ 3,100,000,000
¥ 41,800,000,000
¥ 13,100,000,000
¥ 7,900,000,000
Schedule I -1
SCHEDULE II
(a) Issuer Free Writing Prospectuses not included in the Pricing Disclosure Package:
None.
(b) Additional Documents Incorporated by Reference:
None.
Schedule II -1
EX-4.1 — EXHIBIT 4.1
EX-4.1
Filename: tm2614650d1_ex4-1.htm · Sequence: 3
Exhibit 4.1
AFLAC INCORPORATED,
AS ISSUER
AND
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
AS TRUSTEE
FORTY-EIGHTH SUPPLEMENTAL INDENTURE
Dated as of May 28, 2026
¥3,100,000,000
2.117% Senior Notes due 2029
TABLE OF CONTENTS
2.117% SENIOR NOTES DUE 2029
Page
Article I 2.117% SENIOR NOTES DUE 2029
1
Section 1.01
Establishment
1
Section 1.02
Definitions
2
Section 1.03
Payment
of Principal and Interest
3
Section 1.04
Denominations
3
Section 1.05
Global
Securities
3
Section 1.06
Transfer
4
Section 1.07
Defeasance
4
Section 1.08
Redemption
at the Option of the Company
4
Section 1.09
Selection
of Senior Notes to be Redeemed
4
Section 1.10
Additional
Amounts
4
Section 1.11
Tax
Redemption
7
Section 1.12
Issuance
in Yen
8
Section 1.13
Further
Issues
8
Article II MISCELLANEOUS PROVISIONS
9
Section 2.01
Recitals
by the Company
9
Section 2.02
Amendment
to Sections 2.05 and 2.06 of the Original Indenture Relating to the Execution of Securities and the Certificate of Authentication
9
Section 2.03
Ratification
and Incorporation of Original Indenture
9
Section 2.04
Executed
in Counterparts
10
Section 2.05
New
York Law to Govern
10
Exhibit A Global Note
A-1
Exhibit B Certificate of Authentication
B-1
i
THIS FORTY-EIGHTH SUPPLEMENTAL
INDENTURE (this “Forty-Eighth Supplemental Indenture”) is made as of the 28th day of May, 2026, by and between AFLAC
INCORPORATED, a Georgia corporation, as issuer (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
a national banking association, as trustee (the “Trustee”):
WHEREAS, the Company has heretofore
entered into a Senior Indenture, dated as of May 21, 2009 (the “Original Indenture”), with the Trustee;
WHEREAS, the Original Indenture
is incorporated herein by reference, and the Original Indenture, as supplemented and amended by this Forty-Eighth Supplemental Indenture,
is herein called the “Indenture”;
WHEREAS, under the Original
Indenture, a new series of senior notes may at any time be established by the Board of Directors of the Company in accordance with the
provisions of the Original Indenture and the terms of such series may be described by a supplemental indenture executed by the Company
and the Trustee;
WHEREAS, the Company proposes
to create under the Indenture a new series of senior notes;
WHEREAS, additional senior
notes of other series hereafter established, except as may be limited in the Original Indenture as at the time supplemented and amended,
may be issued from time to time pursuant to the Indenture as at the time supplemented and amended, and all senior notes issued by the
Company of any one series need not be issued at the same time and, unless otherwise so provided, may be reopened for issuances of additional
senior notes of such series; and
WHEREAS, all things necessary
to authorize the execution and delivery of this Forty-Eighth Supplemental Indenture and make it a valid and binding agreement of the Company,
in accordance with its terms, have been done.
NOW THEREFORE, in consideration
of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged,
the parties hereto hereby agree as follows:
Article I
2.117%
SENIOR NOTES DUE 2029
Section 1.01
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated
as the Company’s 2.117% Senior Notes due 2029 (the “Senior Notes”).
There are to be authenticated
and delivered Senior Notes, initially limited in aggregate principal amount to ¥3,100,000,000, and no further Senior Notes shall be
authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this
Forty-Eighth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the
aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes,
with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other
than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount
of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which
terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated).
Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for
all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes
with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form.
The Senior Notes shall be
issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto.
The form of the Trustee’s
Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto.
Each Senior Note shall be
dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest
Payment Date to which interest has been paid or duly provided for.
Section 1.02
Definitions. The following defined terms used herein shall, unless the context otherwise requires, have the meanings specified
below. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Original Indenture.
“Business Day”
means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day in which banking institutions or trust companies in the City
of New York, Tokyo, or London, or the relevant place of payment, are authorized or required by law, regulation or executive order to close.
“Global Security”
means, with respect to any series of securities, a security authenticated and delivered under the Original Indenture executed by the Company
and held by the Trustee as custodian for the Depositary, all in accordance with the Original Indenture, which shall be registered in the
name of the Depositary or its nominee.
“Interest Payment
Date” means May 28 and November 28 of each year, commencing on November 28, 2026, except that the final Interest Payment Date
in 2029 shall be the Stated Maturity (short last coupon).
“Non-U.S. Holder”
means a beneficial owner of a Senior Note (other than a partnership or other entity or arrangement treated as a partnership for United
States federal income tax purposes) that is not a U.S. holder.
“Regular Record Date”
means, with respect to each Interest Payment Date, the close of business on May 15 or November 15 immediately preceding such Interest
Payment Date.
“Stated Maturity”
means May 25, 2029.
2
Section 1.03
Payment of Principal and Interest. If not previously redeemed, the principal of the Senior Notes shall be due at the Stated
Maturity. The unpaid and outstanding principal amount of the Senior Notes, and any overdue installment of interest thereon to the extent
permitted by law, shall bear interest at the rate of 2.117% per year until paid or made available for payment, such interest to accrue
from the most recent Interest Payment Date on which interest has been paid or duly provided for or, if no interest has been paid, from
May 28, 2026. Interest shall be paid semi-annually in arrears on each Interest Payment Date, commencing on November 28, 2026, to the Person
in whose name the Senior Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest
payable at the Stated Maturity or on a redemption date as provided herein will be paid to the Person to whom principal is payable. Any
such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the holders on such Regular Record
Date and may be paid as provided in Section 2.7 of the Original Indenture.
Payments of interest on the
Senior Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Senior Notes
shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which interest
is payable on the Senior Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding
day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such next succeeding
Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on the date the payment was originally payable.
Payment of the principal,
premium, if any, and interest due at the Stated Maturity of, or on a redemption date for, the Senior Notes shall be made upon surrender
of the Senior Notes at the Corporate Trust Office of the Trustee. Except as described in Section 1.12 below, the principal of and
interest on the Senior Notes shall be paid in Japanese yen. Payments of interest (including interest on an Interest Payment Date) will
be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security register or (ii) by wire transfer at such place and to such account at a banking
institution in the United States as may be designated in writing to the Trustee at least 15 days prior to the date for payment by the
Person entitled thereto.
Section 1.04
Denominations. The Senior Notes will be issued only in denominations of ¥100,000,000 and integral multiples of ¥10,000,000
in excess thereof.
Section 1.05
Global Securities. The Senior Notes will initially be represented by one or more fully registered global notes. Each such
Senior Note will be deposited with, or on behalf of, a common depositary, and registered in the name of the nominee of the common depositary
for the accounts of Clearstream Banking, S.A. (“Clearstream”) and Euroclear Bank SA/NV (“Euroclear”).
The Senior Notes may be held through Clearstream or Euroclear, either as a participant in such systems or indirectly through organizations
which are participants in such systems. Clearstream and Euroclear will hold interests in the Senior Notes on behalf of their respective
participating organizations or customers through customers’ securities accounts in Clearstream’s or Euroclear’s names
on the books of their respective depositaries. Book-entry interests in the Senior Notes and all transfers relating to the Senior Notes
will be reflected in the book-entry records of Clearstream and Euroclear.
3
Owners of beneficial interests
in such Global Securities will not be entitled to have the Senior Notes registered in their names, will not receive or be entitled to
receive physical delivery of the Senior Notes in definitive form and will not be considered the owners or holders of the notes under the
Indenture, including for purposes of receiving any reports delivered by the Company or the Trustee pursuant to the Indenture. Accordingly,
each person owning a beneficial interest in a Senior Note must rely on the procedures of the depositary and, if such person is not a participant,
on the procedures of the participant through which such person owns its interest, in order to exercise any rights of a holder of the Senior
Notes.
Section 1.06
Transfer. No service charge will be made for any registration of transfer or exchange of Senior Notes, but payment will
be required of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.
Section 1.07
Defeasance. The provisions of Sections 10.4 and 10.5 of the Original Indenture will apply to the Senior Notes.
Section 1.08
Redemption at the Option of the Company. The Senior Notes will be redeemable, at the sole option of the Company, in whole
or in part from time to time, on and after February 25, 2029 (three months prior to maturity), at a redemption price equal to 100% of
the aggregate principal amount of the Senior Notes to be redeemed plus accrued and unpaid interest on the principal amount of the Senior
Notes to be redeemed, if any, to, but excluding, the redemption date.
Notwithstanding Section 12.2
of the Original Indenture, notice of any redemption pursuant to this Section 1.08 of the Supplemental Indenture will be mailed
at least 15 days but no more than 60 days before the redemption date to each holder of the Senior Notes to be redeemed at its registered
address.
Section 1.09
Selection of Senior Notes to be Redeemed. If less than all of the Senior Notes are to be redeemed, the principal amount
of such Senior Notes held by each beneficial owner of such Senior Notes to be redeemed shall be selected by the Trustee in accordance
with the applicable procedures of Clearstream and Euroclear. Senior Notes, and portions of Senior Notes, may be selected in amounts of
¥100,000,000 and integral multiples of ¥10,000,000 in excess thereof.
Section 1.10
Additional Amounts. All payments of principal and interest in respect of the Senior Notes will be made free and clear of,
and without deduction or withholding for or on account of any present or future taxes, duties, assessments or other governmental charges
of whatsoever nature imposed, levied, collected, withheld or assessed by the United States or any political subdivision or taxing authority
of or in the United States (collectively, “Taxes”), unless such withholding or deduction is required by law.
In the event such withholding
or deduction of Taxes is required by law, subject to the limitations described below, the Company will pay to any Non-U.S. Holder such
additional amounts (“Additional Amounts”) as may be necessary in order that every net payment of principal of or interest
on the Senior Notes (including upon redemption), after deduction or withholding for or on account of such Taxes, will not be less than
the amount provided for in such Senior Notes to be then due and payable before deduction or withholding for or on account of such Taxes.
4
However, the Company’s
obligation to pay Additional Amounts shall not apply to:
(a)
any Taxes which would not have been so imposed, withheld or deducted but for:
(1)
the existence of any present or former connection between such holder or beneficial owner (or between a fiduciary, settlor, beneficiary,
member or shareholder or other equity owner of, or a person having a power over, such holder or beneficial owner, if such holder or beneficial
owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity) and the United States, including,
without limitation, such holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or other equity owner
or person having such a power) being or having been a citizen or resident or treated as a resident of the United States or being or having
been engaged in a trade or business in the United States or being or having been present in the United States or having or having had
a permanent establishment in the United States;
(2)
the failure of such holder or beneficial owner to comply with any applicable certification, information, documentation or other
reporting requirement concerning the nationality, residence, identity or connection with the United States of such holder or beneficial
owner or otherwise to establish entitlement to a partial or complete exemption from such Taxes (including, but not limited to, the requirement
to provide Internal Revenue Service Form W-8BEN, Form W-8BEN-E, Form W-8ECI, or any subsequent versions thereof or successor thereto,
and including, without limitation, any documentation requirement under an applicable income tax treaty); or
(3)
such holder’s or beneficial owner’s present or former status as a personal holding company, foreign personal holding
company, controlled foreign corporation, passive foreign investment company or foreign tax exempt organization with respect to the United
States or as a corporation that accumulates earnings to avoid United States federal income tax;
(b)
any Taxes imposed, required, withheld or deducted by reason of the holder or beneficial owner:
(1)
owning or having owned, directly or indirectly, actually or constructively, 10% or more of the total combined voting power of all
classes of the Company’s stock,
(2)
being a bank receiving interest described in section 881(c)(3)(A) of the Internal Revenue Code, or
(3)
being a controlled foreign corporation with respect to the United States that is related to the Company by stock ownership;
5
(c)
any Taxes which would not have been so imposed, withheld or deducted but for the presentation by the holder or beneficial owner
of Senior Note for payment on a date more than 10 days after the date on which such payment became due and payable or the date on which
payment of the Senior Note is duly provided for and notice is given to holders, whichever occurs later, except to the extent that the
holder or beneficial owner would have been entitled to such additional amounts on presenting such Senior Note on any date during such
10-day period;
(d)
any estate, inheritance, gift, sales, transfer, capital gains, personal property, excise, wealth, interest equalization or similar
Taxes;
(e)
any Taxes which are payable otherwise than by withholding from any payment of principal of or interest on such Senior Note;
(f)
any Taxes which are payable by a holder that is not the beneficial owner of the Senior Note, or a portion of the Senior Note, or
that is a fiduciary, partnership, limited liability company or other similar entity, but only to the extent that a beneficial owner, a
beneficiary or settlor with respect to such fiduciary or member of such partnership, limited liability company or similar entity would
not have been entitled to the payment of an additional amount had such beneficial owner, settlor, beneficiary or member received directly
its beneficial or distributive share of the payment;
(g)
any Taxes required to be withheld by any paying agent from any payment of principal of or interest on any Senior Note, if such
payment can be made without such withholding by any other paying agent;
(h)
any Taxes that would not have been imposed, withheld or deducted but for a change in any law, treaty, regulation, or administrative
or judicial interpretation that becomes effective after the applicable payment becomes due or is duly provided for, whichever occurs later,
to the extent such change in law, treaty, regulation or administrative interpretation would apply retroactively to such payment;
(i)
any Taxes imposed, withheld or deducted under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor
provisions that are substantively comparable) and any current or future regulations or official interpretations thereof (“FATCA”),
any agreement (including any intergovernmental agreement) entered into in connection therewith, or any law, regulation or other official
guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement in respect of FATCA; or
(j)
any combination of items (a), (b), (c), (d), (e), (f), (g), (h) and (i).
For purposes of this section,
the acquisition, ownership, enforcement or holding of or the receipt of any payment with respect to a Senior Note will not constitute
a connection (1) between the holder or beneficial owner and the United States or (2) between a fiduciary, settlor, beneficiary, member
or shareholder or other equity owner of, or a person having a power over, such holder or beneficial owner if such holder or beneficial
owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity and the United States.
6
Any reference in the Indenture
or in the Senior Notes to principal or interest shall be deemed to refer also to Additional Amounts which may be payable under the provisions
of this section.
Except as specifically provided
in the Senior Notes, the Company will not be required to make any payment with respect to any tax, duty, assessment or other governmental
charge imposed by any government or any political subdivision or taxing authority of or in any government or political subdivision.
Section 1.11
Tax Redemption. Unless previously redeemed or repurchased and canceled, the Senior Notes will be repayable at par, including
Additional Amounts, if any, on May 25, 2029, or such earlier date on which the same shall be due and payable in accordance with the terms
and conditions of the notes. However, if the Stated Maturity or earlier date of redemption is not a Business Day, the Senior Notes will
be payable on the next succeeding Business Day and no interest shall accrue for the period from the Stated Maturity or relevant redemption
date to such payment date.
The Senior Notes may be redeemed
at the option of the Company, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Senior Notes
to be redeemed, together with interest accrued and unpaid on the Senior Notes to be redeemed to, but excluding, the date fixed for redemption,
at any time, on giving not less than 30 nor more than 60 days’ notice if:
(a)
the Company has or will become obligated to pay Additional Amounts as a result of any change in or amendment to the laws, regulations
or rulings of the United States or any political subdivision or any taxing authority of or in the United States affecting taxation, or
any change in or amendment to an official application, interpretation, administration or enforcement of such laws, regulations or rulings,
which change or amendment is announced or becomes effective on or after May 21, 2026, or
(b)
any action shall have been taken by a taxing authority, or any action has been brought in a court of competent jurisdiction, in
the United States or any political subdivision or taxing authority of or in the United States, including any of those actions specified
in (a) above, whether or not such action was taken or brought with respect to the Company, or any change, clarification, amendment, application
or interpretation of such laws, regulations or rulings shall be officially proposed, in any such case on or after May 21, 2026, which
results in a substantial likelihood that the Company will be required to pay Additional Amounts on the next Interest Payment Date.
However, no such notice of
redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be, in the case of a redemption for
the reasons specified in (a) above, or there would be a substantial likelihood that the Company would be, in the case of a redemption
for the reasons specified in (b) above, obligated to pay such Additional Amounts if a payment in respect of the notes were then due and
at the time such notification of redemption is given such circumstance remains in effect.
7
Prior to the mailing of any
notice of redemption pursuant to this section, the Company will deliver to the Trustee:
(1)
a certificate signed by one of its duly authorized officers stating that the Company is entitled to effect such redemption and
setting forth a statement of facts showing that the conditions precedent to the Company’s right so to redeem have occurred, and
(2)
a written opinion of independent legal counsel of recognized standing to the effect that the Company has or will become obligated
to pay such Additional Amounts as a result of such change or amendment or that there is a substantial likelihood that the Company will
be required to pay such Additional Amounts as a result of such action or proposed change, clarification, amendment, application or interpretation,
as the case may be.
Such notice, once delivered
by the Company to the Trustee, will be irrevocable.
Section 1.12
Issuance in Yen. If the yen is unavailable to the Company due to the imposition of exchange controls or other circumstances
beyond its control, then all payments in respect of the Senior Notes will be made in U.S. dollars until the yen is again available to
the Company. In such circumstances, the amount payable on any date in yen will be converted by the Company into U.S. dollars at the rate
mandated by the Board of Governors of the Federal Reserve System as of the close of business on the second Business Day prior to the relevant
payment date or, if the Board of Governors of the Federal Reserve System has not announced a rate of conversion, on the basis of the most
recent U.S. dollar/yen exchange rate published in The Wall Street Journal on or prior to the second Business Day prior to the relevant
payment date or, in the event The Wall Street Journal has not published such exchange rate, the rate will be determined in the Company’s
sole discretion on the basis of the most recently available market exchange rate for yen. Any payment in respect of the Senior Notes so
made in U.S. dollars will not constitute an Event of Default under the Senior Notes or the Indenture.
Section 1.13
Further Issues. The Company may from time to time, without notice to or the consent of the registered holders of Senior
Notes, create and issue further notes ranking equally with the Senior Notes in all respects. Such further notes may be consolidated and
form a single series with the Senior Notes and have the same terms as to status, redemption or otherwise as the notes (other than the
issue date of such further notes and first payment of interest following the issue date of such further Senior Notes); provided
that such additional Senior Notes are fungible for United States Federal income tax purposes with any then-existing Senior Notes.
8
Article II
MISCELLANEOUS
PROVISIONS
Section 2.01
Recitals by the Company. The recitals in this Forty-Eighth Supplemental Indenture are made by the Company only and not by
the Trustee, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Forty-Eighth Supplemental Indenture or of the Senior Notes. The Trustee shall not be accountable for the use or
application by the Company of the Senior Notes or the proceeds thereof All of the provisions contained in the Original Indenture in respect
of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Senior Notes and of this
Forty-Eighth Supplemental Indenture as fully and with like effect as if set forth herein in full.
Section 2.02
Amendment to Sections 2.05 and 2.06 of the Original Indenture Relating to the Execution of Securities and the Certificate of
Authentication. Sections 2.05 and 2.06 of the Original Indenture are amended and restated, with respect to the Senior Notes issued
on the date hereof, to read as follows:
Section 2.05 Execution
of Securities. The Securities and, if applicable, each Coupon appertaining thereto shall be signed on behalf of the Issuer by the
chairman or vice chairman of its Board of Directors or its president or any executive, senior or other vice president or its treasurer,
but need not, be attested. Such signatures may be the manual, facsimile or electronic signatures of the present or any future such officers.
Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Security
that has been duly authenticated and delivered by the Trustee.
In case any officer of
the Issuer who shall have signed any of the Securities or Coupons, if any, shall cease to be such officer before the Security or Coupon
so signed (or the Security to which the Coupon so signed appertains) shall be authenticated and delivered by the Trustee or disposed of
by the Issuer, such Security or Coupon nevertheless may be authenticated and delivered or disposed of as though the person who signed
such Security or Coupon had not ceased to be such officer of the Issuer; and any Security or Coupon may be signed on behalf of the Issuer
by such persons as, at the actual date of the execution of such Security or Coupon, shall be the proper officers of the Issuer, although
at the date of the execution and delivery of this Indenture any such person was not such an officer.
Section 2.06 Certificate
of Authentication. Only such Securities as shall bear thereon a certificate of authentication substantially in the form herein before
recited, executed by the Trustee by the manual, facsimile or electronic signature of one of its authorized signatories, shall be entitled
to the benefits of this Indenture or be valid or obligatory for any purpose. No Coupon shall be entitled to the benefits of this Indenture
or shall be valid and obligatory for any purpose until the certificate of authentication on the Security to which such Coupon appertains
shall have been duly executed by the Trustee. The execution of such certificate by the Trustee upon any Security executed by the Issuer
shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder
is entitled to the benefits of this Indenture.
Section 2.03
Ratification and Incorporation of Original Indenture. As supplemented hereby, the Original Indenture is in all respects
ratified and confirmed, and the Original Indenture and this Forty-Eighth Supplemental Indenture shall be read, taken and construed as
one and the same instrument.
9
Section 2.04
Executed in Counterparts. This Forty-Eighth Supplemental Indenture may be simultaneously executed in several counterparts,
each of which shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument. The
exchange of copies of this Forty-Eighth Supplemental Indenture and of manual, facsimile or electronic signature pages shall constitute
effective execution and delivery of this Supplemental Indenture as to the parties hereto.
Section 2.05
New York Law to Govern. This Forty-Eighth Supplemental Indenture and each Senior Note shall be deemed to be a contract under
the laws of the state of New York, and for all purposes shall be construed in accordance with the laws of such state, except as may be
required by mandatory provisions of law.
10
IN WITNESS WHEREOF, each party
hereto has caused this instrument to be signed in its name and behalf by its duly authorized officers, all as of the day and year first
above written.
AFLAC INCORPORATED,
as Issuer
By
/s/
Sebastian Cahill
Name:
Sebastian Cahill
Title:
Vice President and Treasurer
[Signature
Page to Forty-Eighth Supplemental Indenture]
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Trustee
By
/s/
April Bradley
Name:
April Bradley
Title:
Vice President
[Signature Page to Forty-Eighth Supplemental Indenture]
Exhibit
A
Global Note
2.117% Senior Note due 2029
THIS NOTE IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE FORTY-EIGHTH SUPPLEMENTAL INDENTURE TO THE ORIGINAL INDENTURE HEREINAFTER REFERRED TO. UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK, SA/NV, AS OPERATOR OF THE EUROCLEAR SYSTEM (“EUROCLEAR”) AND
CLEARSTREAM BANKING, S.A. (“CLEARSTREAM” AND, TOGETHER WITH EUROCLEAR, “EUROCLEAR/CLEARSTREAM”), TO AFLAC INCORPORATED
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE BANK OF NEW
YORK DEPOSITORY (NOMINEES) LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM (AND
ANY PAYMENT IS MADE TO THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF EUROCLEAR/CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
No. ____
CUSIP No. 001055 CJ9
ISIN No. XS3372787369
AFLAC INCORPORATED
2.117% Senior Notes due 2029
Principal Amount:
¥ ______________
Regular Record Date:
with respect to each Interest Payment Date, the close of business on May 15 or November 15 immediately preceding such Interest Payment Date
Original Issue Date:
May 28, 2026
Stated Maturity:
May 25, 2029
Interest Payment Dates:
May 28 and November 28, commencing on November 28, 2026, except that the final Interest Payment Date in 2029 shall be the Stated Maturity (short last coupon)
Interest Rate:
2.117% per year
Authorized Denomination:
¥100,000,000 and integral multiples of ¥10,000,000 in excess thereof
A-1
Aflac Incorporated, a
Georgia corporation (the “Company,” which term includes any successor corporation under the Indenture referred to
on the reverse hereof), for value received, hereby promises to pay to The Bank of New York Depository (Nominees) Limited, the
registered holder hereof, as nominee of The Bank of New York Mellon, London Branch, as common depositary for Euroclear/Clearstream,
or registered assigns, the principal sum of ______________ JAPANESE YEN (¥ ______________) on the Stated Maturity shown above,
and to pay interest thereon, and on any overdue installment of interest thereon to the extent permitted by law, from the most recent
Interest Payment Date on which interest has been paid or duly provided for or, if no interest has been paid, from the Original Issue
Date shown above, semi-annually in arrears on each Interest Payment Date as specified above, commencing on November 28, 2026, and on
the Stated Maturity at the rate per year shown above until the principal hereof or such overdue installment is paid or made
available for payment. The interest so payable, and punctually paid or duly provided for, on an Interest Payment Date (other than an
Interest Payment Date that is the Stated Maturity) will, as provided in the Indenture, be paid to the Person in whose name this Note
(as defined on the reverse hereof) is registered at the close of business on the Regular Record Date as specified above next
preceding such Interest Payment Date, provided that any interest payable at the Stated Maturity or on a redemption date will
be paid to the Person to whom principal is payable. Except as otherwise provided in the Indenture, any such interest that is not so
punctually paid or duly provided for will forthwith cease to be payable to the holders on such Regular Record Date and may be paid
as provided in Section 2.7 of the Original Indenture.
Payments of interest on this
Note (as defined on the reverse hereof) will include interest accrued to but excluding the respective Interest Payment Dates. Interest
payments for this Note shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months. In the event that
any date on which interest is payable on this Note is not a Business Day, then payment of the interest payable on such date will be made
on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that,
if such next succeeding Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding
Business Day, in each case with the same force and effect as if made on the date the payment was originally payable. For the purposes
of this Note, “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day in which
banking institutions or trust companies in the City of New York, Tokyo, or London, or the relevant place of payment, are authorized or
required by law, regulation or executive order to close.
A-2
Payment of the principal,
premium, if any, and interest due at the Stated Maturity of, or on a redemption date for, this Note shall be made upon surrender of this
Note at the Corporate Trust Office of the Trustee. Except as described on the reverse hereof, the principal of and interest on this Note
shall be paid in Japanese yen. Payment of interest (including interest on an Interest Payment Date) will be made, subject to such surrender
where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall
appear in the Security register or (ii) by wire transfer at such place and to such account at a banking institution as may be designated
in writing to the Trustee at least 15 days prior to the date for payment by the Person entitled thereto.
The Senior Notes (as defined
on the reverse hereof) will be unsecured obligations of the Company and will rank equally in right of payment with all the other unsecured,
unsubordinated indebtedness of the Company from time to time outstanding. The Senior Notes will rank senior to any subordinated indebtedness
of the Company.
REFERENCE IS HEREBY MADE TO
THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT
AS IF SET FORTH AT THIS PLACE.
Unless the certificate of
authentication hereon has been executed by the Trustee by manual, facsimile or electronic signature, this Note shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any purpose.
A-3
IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed.
AFLAC INCORPORATED,
as Issuer
By:
Name:
Title:
Attest:
Name:
Title:
A-4
CERTIFICATE OF AUTHENTICATION
This is one of the 2.117%
Senior Notes due 2029 referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
as Trustee
Dated:
By
Authorized Signatory
A-5
(Reverse Side of Note)
This note (the “Note”)
represents one of a duly authorized issue of senior notes of the Company issued and issuable in one or more series under a Senior Indenture
dated as of May 21, 2009 (the “Original Indenture”), as supplemented and amended by the Forty-Eighth Supplemental Indenture
dated as of May 28, 2026 (the “Forty-Eighth Supplemental Indenture” and, together with the Original Indenture, the
“Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee,”
which term includes any successor trustee under the Indenture), to which Indenture and all indentures incidental thereto reference is
hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee
and the holders of the Senior Notes (as defined below) issued thereunder and of the terms upon which said Senior Notes are, and are to
be, authenticated and delivered. The Securities represented by this Note are one of the series designated on the face hereof as 2.117%
Senior Notes due 2029 (the “Senior Notes”), initially limited in aggregate principal amount to ¥3,100,000,000;
provided, however, that the aggregate principal amount of the Senior Notes may be increased in the future, without the consent
of the holders of the Senior Notes, as provided in the Forty-Eighth Supplemental Indenture. Capitalized terms used herein for which no
definition is provided herein shall have the meanings set forth in the Indenture.
This Note is exchangeable
in whole or from time to time in part for Senior Notes of this series in definitive registered form only as provided in the Indenture.
If an Event of Default with
respect to the Senior Notes shall occur and be continuing, the principal of the Senior Notes may be declared due and payable in the manner,
with the effect and subject to the conditions provided in the Indenture.
The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the
rights of the holders of the Senior Notes under the Indenture at any time by the Company and the Trustee with the consent of the holders
of not less than a majority in aggregate principal amount of the Senior Notes at the time Outstanding. The Indenture also contains provisions
permitting the holders of specified percentages in principal amount of the Senior Notes at the time Outstanding, on behalf of the holders
of all Senior Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon
all future holders of this Note and of any Senior Note issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon this Note.
The Indenture contains provisions
for defeasance at any time of (i) the entire indebtedness of the Company pursuant to this Note and (ii) restrictive covenants and the
related Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Note.
The Senior Notes will be redeemable,
at the sole option of the Company, in whole or in part from time to time, on and after February 25, 2029 (three months prior to maturity),
at a redemption price equal to 100% of the aggregate principal amount of the Senior Notes to be redeemed plus accrued and unpaid interest
on the principal amount of the Senior Notes to be redeemed, if any, to, but excluding, the redemption date.
A-6
Notice of any redemption at
the option of the Company will be mailed at least 15 days but no more than 60 days before the redemption date to each holder of the Senior
Notes to be redeemed at its registered address.
All payments of principal
and interest in respect of the Senior Notes will be made free and clear of, and without deduction or withholding for or on account of
any present or future taxes, duties, assessments or other governmental charges of whatsoever nature imposed, levied, collected, withheld
or assessed by the United States or any political subdivision or taxing authority of or in the United States (collectively, “Taxes”),
unless such withholding or deduction is required by law.
In the event such withholding
or deduction of Taxes is required by law, subject to the limitations described below, the Company will pay to any Non-U.S. Holder such
additional amounts (“Additional Amounts”) as may be necessary in order that every net payment of principal of or interest
on the Senior Notes (including upon redemption), after deduction or withholding for or on account of such Taxes, will not be less than
the amount provided for in such Senior Notes to be then due and payable before deduction or withholding for or on account of such Taxes.
However, the Company’s
obligation to pay Additional Amounts shall not apply to:
(a) any
Taxes which would not have been so imposed, withheld or deducted but for:
(1) the
existence of any present or former connection between such holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member
or shareholder or other equity owner of, or a person having a power over, such holder or beneficial owner, if such holder or beneficial
owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity) and the United States, including,
without limitation, such holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or other equity owner
or person having such a power) being or having been a citizen or resident or treated as a resident of the United States or being or having
been engaged in a trade or business in the United States or being or having been present in the United States or having or having had
a permanent establishment in the United States;
(2) the
failure of such holder or beneficial owner to comply with any applicable certification, information, documentation or other reporting
requirement concerning the nationality, residence, identity or connection with the United States of such holder or beneficial owner or
otherwise to establish entitlement to a partial or complete exemption from such Taxes (including, but not limited to, the requirement
to provide Internal Revenue Service Form W-8BEN, Form W-8BEN-E, Form W-8ECI, or any subsequent versions thereof or successor thereto,
and including, without limitation, any documentation requirement under an applicable income tax treaty); or
(3) such
holder’s or beneficial owner’s present or former status as a personal holding company, foreign personal holding company, controlled
foreign corporation, passive foreign investment company or foreign tax exempt organization with respect to the United States or as a corporation
that accumulates earnings to avoid United States federal income tax;
A-7
(b) any
Taxes imposed, required, withheld or deducted by reason of the holder or beneficial owner:
(1) owning
or having owned, directly or indirectly, actually or constructively, 10% or more of the total combined voting power of all classes of
the Company’s stock,
(2) being
a bank receiving interest described in section 881(c)(3)(A) of the Internal Revenue Code, or
(3) being
a controlled foreign corporation with respect to the United States that is related to the Company by stock ownership;
(c) any
Taxes which would not have been so imposed, withheld or deducted but for the presentation by the holder or beneficial owner of Senior
Note for payment on a date more than 10 days after the date on which such payment became due and payable or the date on which payment
of the Senior Note is duly provided for and notice is given to holders, whichever occurs later, except to the extent that the holder or
beneficial owner would have been entitled to such additional amounts on presenting such Senior Note on any date during such 10-day period;
(d) any
estate, inheritance, gift, sales, transfer, capital gains, personal property, excise, wealth, interest equalization or similar Taxes;
(e) any
Taxes which are payable otherwise than by withholding from any payment of principal of or interest on such Senior Note;
(f) any
Taxes which are payable by a holder that is not the beneficial owner of the Senior Note, or a portion of the Senior Note, or that is a
fiduciary, partnership, limited liability company or other similar entity, but only to the extent that a beneficial owner, a beneficiary
or settlor with respect to such fiduciary or member of such partnership, limited liability company or similar entity would not have been
entitled to the payment of an additional amount had such beneficial owner, settlor, beneficiary or member received directly its beneficial
or distributive share of the payment;
(g) any
Taxes required to be withheld by any paying agent from any payment of principal of or interest on any Senior Note, if such payment can
be made without such withholding by any other paying agent;
(h) any
Taxes that would not have been imposed, withheld or deducted but for a change in any law, treaty, regulation, or administrative or judicial
interpretation that becomes effective after the applicable payment becomes due or is duly provided for, whichever occurs later, to the
extent such change in law, treaty, regulation or administrative interpretation would apply retroactively to such payment;
A-8
(i) any
Taxes imposed, withheld or deducted under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor provisions
that are substantively comparable) and any current or future regulations or official interpretations thereof (“FATCA”),
any agreement (including any intergovernmental agreement) entered into in connection therewith, or any law, regulation or other official
guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement in respect of FATCA; or
(j) any
combination of items (a), (b), (c), (d), (e), (f), (g), (h) and (i).
For purposes of this section,
the acquisition, ownership, enforcement or holding of or the receipt of any payment with respect to a Senior Note will not constitute
a connection (1) between the holder or beneficial owner and the United States or (2) between a fiduciary, settlor, beneficiary, member
or shareholder or other equity owner of, or a person having a power over, such holder or beneficial owner if such holder or beneficial
owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity and the United States.
Any reference in the Indenture
or in the Senior Notes to principal or interest shall be deemed to refer also to Additional Amounts which may be payable under the provisions
of this section.
Except as specifically provided
in the Senior Notes, the Company will not be required to make any payment with respect to any tax, duty, assessment or other governmental
charge imposed by any government or any political subdivision or taxing authority of or in any government or political subdivision.
Unless previously redeemed
or repurchased and canceled, the Senior Notes will be repayable at par, including Additional Amounts, if any, on May 25, 2029, or such
earlier date on which the same shall be due and payable in accordance with the terms and conditions of the notes. However, if the Stated
Maturity or earlier date of redemption is not a Business Day, the Senior Notes will be payable on the next succeeding Business Day and
no interest shall accrue for the period from the Stated Maturity or relevant redemption date to such payment date.
The Senior Notes may be redeemed
at the option of the Company, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Senior Notes
to be redeemed, together with interest accrued and unpaid on the Senior Notes to be redeemed to, but excluding, the date fixed for redemption,
at any time, on giving not less than 30 nor more than 60 days’ notice if:
(a) the
Company has or will become obligated to pay Additional Amounts as a result of any change in or amendment to the laws, regulations or rulings
of the United States or any political subdivision or any taxing authority of or in the United States affecting taxation, or any change
in or amendment to an official application, interpretation, administration or enforcement of such laws, regulations or rulings, which
change or amendment is announced or becomes effective on or after May 21, 2026 or
(b) any
action shall have been taken by a taxing authority, or any action has been brought in a court of competent jurisdiction, in the United
States or any political subdivision or taxing authority of or in the United States, including any of those actions specified in (a) above,
whether or not such action was taken or brought with respect to the Company, or any change, clarification, amendment, application or interpretation
of such laws, regulations or rulings shall be officially proposed, in any such case on or after May 21, 2026, which results in a substantial
likelihood that the Company will be required to pay Additional Amounts on the next Interest Payment Date. However, no such notice of redemption
shall be given earlier than 90 days prior to the earliest date on which the Company would be, in the case of a redemption for the reasons
specified in (a) above, or there would be a substantial likelihood that the Company would be, in the case of a redemption for the reasons
specified in (b) above, obligated to pay such Additional Amounts if a payment in respect of the notes were then due and at the time such
notification of redemption is given such circumstance remains in effect.
A-9
Prior to the mailing of any
notice of redemption pursuant to this section, the Company will deliver to the Trustee:
(1) a
certificate signed by one of its duly authorized officers stating that the Company is entitled to effect such redemption and setting forth
a statement of facts showing that the conditions precedent to the Company’s right so to redeem have occurred, and
(2) a
written opinion of independent legal counsel of recognized standing to the effect that the Company has or will become obligated to pay
such Additional Amounts as a result of such change or amendment or that there is a substantial likelihood that the Company will be required
to pay such Additional Amounts as a result of such action or proposed change, clarification, amendment, application or interpretation,
as the case may be.
Such notice, once delivered
by the Company to the Trustee, will be irrevocable.
If the yen is unavailable
to the Company due to the imposition of exchange controls or other circumstances beyond its control, then all payments in respect of the
Senior Notes will be made in U.S. dollars until the yen is again available to the Company. In such circumstances, the amount payable on
any date in yen will be converted by the Company into U.S. dollars at the rate mandated by the Board of Governors of the Federal Reserve
System as of the close of business on the second Business Day prior to the relevant payment date or, if the Board of Governors of the
Federal Reserve System has not announced a rate of conversion, on the basis of the most recent U.S. dollar/yen exchange rate published
in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date or, in the event The Wall Street
Journal has not published such exchange rate, the rate will be determined in the Company’s sole discretion on the basis of the most
recently available market exchange rate for yen.
No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this Note at the time, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security register, upon surrender
of this Note for registration of transfer at the office or agency of the Company for such purpose, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company or the Security registrar and duly executed by, the holder hereof
or his attorney duly authorized in writing, and thereupon one or more new Senior Notes, of authorized denominations and of like tenor
and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made
for any such exchange or registration of transfer, but the Company will require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
A-10
Prior to due presentment of
this Note for registration of transfer, the Company, the Trustee, any Person authorized by the Company to pay the principal of or any
premium or interest on any Senior Note on behalf of the Company (a “Paying Agent”) and the Security registrar may deem
and treat the Person in whose name this Note is registered as the absolute owner hereof for all purposes, whether or not this Note be
overdue and notwithstanding any notice of ownership or writing thereon made by anyone other than the Security registrar, and neither the
Company nor the Trustee nor any Paying Agent nor the Security registrar shall be affected by notice to the contrary.
The Senior Notes are issuable
only in registered form without coupons in denominations of ¥100,000,000 and integral multiples of ¥10,000,000 in excess thereof.
As provided in the Indenture and subject to certain limitations therein set forth, Senior Notes are exchangeable for a like aggregate
principal amount of Senior Notes of a different authorized denomination, as requested by the holder surrendering the same upon surrender
of the Senior Note or Senior Notes to be exchanged at the office or agency of the Company.
No recourse shall be had for
payment of the principal of or interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in
respect of the Indenture, against any incorporator, as such or against any past, present or future shareholder, officer or director, as
such, of the Company or of any successor, either directly or through the Company or any successor, under any rule, law statute or constitutional
provision, or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly
waived and released, by the acceptance hereof and as part of the consideration for the issuance hereof.
Unless the certificate of
authentication hereon has been executed by the Trustee by manual, facsimile or electronic signature, this Note shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any purpose.
This Note shall be governed
by, and construed in accordance with, the internal laws of the state of New York.
A-11
ABBREVIATIONS
The following abbreviations,
when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable
laws or regulations:
TEN COM – as tenants in common
UNIF GIFT MIN ACT – Custodian under Uniform Gift to Minors Act
TEN ENT – as tenants by the entireties
(State)
JT TEN – as joint tenants with rights of survivorship and not as tenants in common
CUST – Custodian
Additional abbreviations may also be used
though not on the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s)
and transfer(s) unto
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
POSTAL ZIP CODE OF ASSIGNEE
(please insert Social Security or other identifying
number of assignee) the within Note and all rights thereunder, hereby irrevocably constituting and appointing
agent to transfer said Note on the books of the
Company, with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular
without alteration or enlargement, or any change whatever.
A-12
Exhibit
B
Certificate of Authentication
This is one of the 2.117%
Senior Notes due 2029 referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Trustee
Dated:
By.
Authorized Signatory
B-1
EX-4.2 — EXHIBIT 4.2
EX-4.2
Filename: tm2614650d1_ex4-2.htm · Sequence: 4
Exhibit 4.2
AFLAC INCORPORATED,
AS ISSUER
AND
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
AS TRUSTEE
FORTY-NINTH SUPPLEMENTAL INDENTURE
Dated as of May 28, 2026
¥41,800,000,000
2.802% Senior Notes due 2031
TABLE OF CONTENTS
2.802% SENIOR NOTES DUE 2031
Page
Article I 2.802% SENIOR NOTES DUE 2031
1
Section 1.01
Establishment
1
Section 1.02
Definitions
2
Section 1.03
Payment
of Principal and Interest
3
Section 1.04
Denominations
3
Section 1.05
Global
Securities
3
Section 1.06
Transfer
4
Section 1.07
Defeasance
4
Section 1.08
Redemption
at the Option of the Company
4
Section 1.09
Selection
of Senior Notes to be Redeemed
4
Section 1.10
Additional
Amounts
4
Section 1.11
Tax
Redemption
7
Section 1.12
Issuance
in Yen
8
Section 1.13
Further
Issues
8
Article II MISCELLANEOUS PROVISIONS
9
Section 2.01
Recitals
by the Company
9
Section 2.02
Amendment
to Sections 2.05 and 2.06 of the Original Indenture Relating to the Execution of Securities and the Certificate of Authentication
9
Section 2.03
Ratification
and Incorporation of Original Indenture
9
Section 2.04
Executed
in Counterparts
10
Section 2.05
New
York Law to Govern
10
Exhibit A Global Note
A-1
Exhibit B Certificate of Authentication
B-1
i
THIS FORTY-NINTH SUPPLEMENTAL
INDENTURE (this “Forty-Ninth Supplemental Indenture”) is made as of the 28th day of May, 2026, by and between AFLAC
INCORPORATED, a Georgia corporation, as issuer (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
a national banking association, as trustee (the “Trustee”):
WHEREAS, the Company has heretofore
entered into a Senior Indenture, dated as of May 21, 2009 (the “Original Indenture”), with the Trustee;
WHEREAS, the Original Indenture
is incorporated herein by reference, and the Original Indenture, as supplemented and amended by this Forty-Ninth Supplemental Indenture,
is herein called the “Indenture”;
WHEREAS, under the Original
Indenture, a new series of senior notes may at any time be established by the Board of Directors of the Company in accordance with the
provisions of the Original Indenture and the terms of such series may be described by a supplemental indenture executed by the Company
and the Trustee;
WHEREAS, the Company proposes
to create under the Indenture a new series of senior notes;
WHEREAS, additional senior
notes of other series hereafter established, except as may be limited in the Original Indenture as at the time supplemented and amended,
may be issued from time to time pursuant to the Indenture as at the time supplemented and amended, and all senior notes issued by the
Company of any one series need not be issued at the same time and, unless otherwise so provided, may be reopened for issuances of additional
senior notes of such series; and
WHEREAS, all things necessary
to authorize the execution and delivery of this Forty-Ninth Supplemental Indenture and make it a valid and binding agreement of the Company,
in accordance with its terms, have been done.
NOW THEREFORE, in consideration
of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged,
the parties hereto hereby agree as follows:
Article I
2.802%
SENIOR NOTES DUE 2031
Section 1.01
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated
as the Company’s 2.802% Senior Notes due 2031 (the “Senior Notes”).
There are to be authenticated
and delivered Senior Notes, initially limited in aggregate principal amount to ¥41,800,000,000, and no further Senior Notes shall be
authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this
Forty-Ninth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the
aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes,
with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other
than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount
of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which
terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated).
Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for
all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes
with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form.
The Senior Notes shall be
issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto.
The form of the Trustee’s
Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto.
Each Senior Note shall be
dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest
Payment Date to which interest has been paid or duly provided for.
Section 1.02
Definitions. The following defined terms used herein shall, unless the context otherwise requires, have the meanings specified
below. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Original Indenture.
“Business Day”
means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day in which banking institutions or trust companies in the City
of New York, Tokyo, or London, or the relevant place of payment, are authorized or required by law, regulation or executive order to close.
“Global Security”
means, with respect to any series of securities, a security authenticated and delivered under the Original Indenture executed by the Company
and held by the Trustee as custodian for the Depositary, all in accordance with the Original Indenture, which shall be registered in the
name of the Depositary or its nominee.
“Interest Payment
Date” means May 28 and November 28 of each year, commencing on November 28, 2026, except that the final Interest Payment Date
in 2031 shall be the Stated Maturity (long last coupon).
“Non-U.S. Holder”
means a beneficial owner of a Senior Note (other than a partnership or other entity or arrangement treated as a partnership for United
States federal income tax purposes) that is not a U.S. holder.
“Regular Record Date”
means, with respect to each Interest Payment Date, the close of business on May 15 or November 15 immediately preceding such Interest
Payment Date.
“Stated Maturity”
means December 17, 2031.
2
Section 1.03
Payment of Principal and Interest. If not previously redeemed, the principal of the Senior Notes shall be due at the Stated
Maturity. The unpaid and outstanding principal amount of the Senior Notes, and any overdue installment of interest thereon to the extent
permitted by law, shall bear interest at the rate of 2.802% per year until paid or made available for payment, such interest to accrue
from the most recent Interest Payment Date on which interest has been paid or duly provided for or, if no interest has been paid, from
May 28, 2026. Interest shall be paid semi-annually in arrears on each Interest Payment Date, commencing on November 28, 2026, to the Person
in whose name the Senior Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest
payable at the Stated Maturity or on a redemption date as provided herein will be paid to the Person to whom principal is payable. Any
such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the holders on such Regular Record
Date and may be paid as provided in Section 2.7 of the Original Indenture.
Payments of interest on the
Senior Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Senior Notes
shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which interest
is payable on the Senior Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding
day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such next succeeding
Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on the date the payment was originally payable.
Payment of the principal,
premium, if any, and interest due at the Stated Maturity of, or on a redemption date for, the Senior Notes shall be made upon surrender
of the Senior Notes at the Corporate Trust Office of the Trustee. Except as described in Section 1.12 below, the principal of and
interest on the Senior Notes shall be paid in Japanese yen. Payments of interest (including interest on an Interest Payment Date) will
be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security register or (ii) by wire transfer at such place and to such account at a banking
institution in the United States as may be designated in writing to the Trustee at least 15 days prior to the date for payment by the
Person entitled thereto.
Section 1.04
Denominations. The Senior Notes will be issued only in denominations of ¥100,000,000 and integral multiples of ¥10,000,000
in excess thereof.
Section 1.05
Global Securities. The Senior Notes will initially be represented by one or more fully registered global notes. Each such
Senior Note will be deposited with, or on behalf of, a common depositary, and registered in the name of the nominee of the common depositary
for the accounts of Clearstream Banking, S.A. (“Clearstream”) and Euroclear Bank SA/NV (“Euroclear”).
The Senior Notes may be held through Clearstream or Euroclear, either as a participant in such systems or indirectly through organizations
which are participants in such systems. Clearstream and Euroclear will hold interests in the Senior Notes on behalf of their respective
participating organizations or customers through customers’ securities accounts in Clearstream’s or Euroclear’s names
on the books of their respective depositaries. Book-entry interests in the Senior Notes and all transfers relating to the Senior Notes
will be reflected in the book-entry records of Clearstream and Euroclear.
3
Owners of beneficial interests
in such Global Securities will not be entitled to have the Senior Notes registered in their names, will not receive or be entitled to
receive physical delivery of the Senior Notes in definitive form and will not be considered the owners or holders of the notes under the
Indenture, including for purposes of receiving any reports delivered by the Company or the Trustee pursuant to the Indenture. Accordingly,
each person owning a beneficial interest in a Senior Note must rely on the procedures of the depositary and, if such person is not a participant,
on the procedures of the participant through which such person owns its interest, in order to exercise any rights of a holder of the Senior
Notes.
Section 1.06
Transfer. No service charge will be made for any registration of transfer or exchange of Senior Notes, but payment will
be required of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.
Section 1.07
Defeasance. The provisions of Sections 10.4 and 10.5 of the Original Indenture will apply to the Senior Notes.
Section 1.08
Redemption at the Option of the Company. The Senior Notes will be redeemable, at the sole option of the Company, in whole
or in part from time to time, on and after September 17, 2031 (three months prior to maturity), at a redemption price equal to 100% of
the aggregate principal amount of the Senior Notes to be redeemed plus accrued and unpaid interest on the principal amount of the Senior
Notes to be redeemed, if any, to, but excluding, the redemption date.
Notwithstanding Section 12.2
of the Original Indenture, notice of any redemption pursuant to this Section 1.08 of the Supplemental Indenture will be mailed
at least 15 days but no more than 60 days before the redemption date to each holder of the Senior Notes to be redeemed at its registered
address.
Section 1.09
Selection of Senior Notes to be Redeemed. If less than all of the Senior Notes are to be redeemed, the principal amount
of such Senior Notes held by each beneficial owner of such Senior Notes to be redeemed shall be selected by the Trustee in accordance
with the applicable procedures of Clearstream and Euroclear. Senior Notes, and portions of Senior Notes, may be selected in amounts of
¥100,000,000 and integral multiples of ¥10,000,000 in excess thereof.
Section 1.10
Additional Amounts. All payments of principal and interest in respect of the Senior Notes will be made free and clear of,
and without deduction or withholding for or on account of any present or future taxes, duties, assessments or other governmental charges
of whatsoever nature imposed, levied, collected, withheld or assessed by the United States or any political subdivision or taxing authority
of or in the United States (collectively, “Taxes”), unless such withholding or deduction is required by law.
In the event such withholding
or deduction of Taxes is required by law, subject to the limitations described below, the Company will pay to any Non-U.S. Holder such
additional amounts (“Additional Amounts”) as may be necessary in order that every net payment of principal of or interest
on the Senior Notes (including upon redemption), after deduction or withholding for or on account of such Taxes, will not be less than
the amount provided for in such Senior Notes to be then due and payable before deduction or withholding for or on account of such Taxes.
4
However, the Company’s
obligation to pay Additional Amounts shall not apply to:
(a)
any Taxes which would not have been so imposed, withheld or deducted but for:
(1)
the existence of any present or former connection between such holder or beneficial owner (or between a fiduciary, settlor, beneficiary,
member or shareholder or other equity owner of, or a person having a power over, such holder or beneficial owner, if such holder or beneficial
owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity) and the United States, including,
without limitation, such holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or other equity owner
or person having such a power) being or having been a citizen or resident or treated as a resident of the United States or being or having
been engaged in a trade or business in the United States or being or having been present in the United States or having or having had
a permanent establishment in the United States;
(2)
the failure of such holder or beneficial owner to comply with any applicable certification, information, documentation or other
reporting requirement concerning the nationality, residence, identity or connection with the United States of such holder or beneficial
owner or otherwise to establish entitlement to a partial or complete exemption from such Taxes (including, but not limited to, the requirement
to provide Internal Revenue Service Form W-8BEN, Form W-8BEN-E, Form W-8ECI, or any subsequent versions thereof or successor thereto,
and including, without limitation, any documentation requirement under an applicable income tax treaty); or
(3)
such holder’s or beneficial owner’s present or former status as a personal holding company, foreign personal holding
company, controlled foreign corporation, passive foreign investment company or foreign tax exempt organization with respect to the United
States or as a corporation that accumulates earnings to avoid United States federal income tax;
(b)
any Taxes imposed, required, withheld or deducted by reason of the holder or beneficial owner:
(1)
owning or having owned, directly or indirectly, actually or constructively, 10% or more of the total combined voting power of all
classes of the Company’s stock,
(2)
being a bank receiving interest described in section 881(c)(3)(A) of the Internal Revenue Code, or
(3)
being a controlled foreign corporation with respect to the United States that is related to the Company by stock ownership;
5
(c)
any Taxes which would not have been so imposed, withheld or deducted but for the presentation by the holder or beneficial owner
of Senior Note for payment on a date more than 10 days after the date on which such payment became due and payable or the date on which
payment of the Senior Note is duly provided for and notice is given to holders, whichever occurs later, except to the extent that the
holder or beneficial owner would have been entitled to such additional amounts on presenting such Senior Note on any date during such
10-day period;
(d)
any estate, inheritance, gift, sales, transfer, capital gains, personal property, excise, wealth, interest equalization or similar
Taxes;
(e)
any Taxes which are payable otherwise than by withholding from any payment of principal of or interest on such Senior Note;
(f)
any Taxes which are payable by a holder that is not the beneficial owner of the Senior Note, or a portion of the Senior Note, or
that is a fiduciary, partnership, limited liability company or other similar entity, but only to the extent that a beneficial owner, a
beneficiary or settlor with respect to such fiduciary or member of such partnership, limited liability company or similar entity would
not have been entitled to the payment of an additional amount had such beneficial owner, settlor, beneficiary or member received directly
its beneficial or distributive share of the payment;
(g)
any Taxes required to be withheld by any paying agent from any payment of principal of or interest on any Senior Note, if such
payment can be made without such withholding by any other paying agent;
(h)
any Taxes that would not have been imposed, withheld or deducted but for a change in any law, treaty, regulation, or administrative
or judicial interpretation that becomes effective after the applicable payment becomes due or is duly provided for, whichever occurs later,
to the extent such change in law, treaty, regulation or administrative interpretation would apply retroactively to such payment;
(i)
any Taxes imposed, withheld or deducted under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor
provisions that are substantively comparable) and any current or future regulations or official interpretations thereof (“FATCA”),
any agreement (including any intergovernmental agreement) entered into in connection therewith, or any law, regulation or other official
guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement in respect of FATCA; or
(j)
any combination of items (a), (b), (c), (d), (e), (f), (g), (h) and (i).
For purposes of this section,
the acquisition, ownership, enforcement or holding of or the receipt of any payment with respect to a Senior Note will not constitute
a connection (1) between the holder or beneficial owner and the United States or (2) between a fiduciary, settlor, beneficiary, member
or shareholder or other equity owner of, or a person having a power over, such holder or beneficial owner if such holder or beneficial
owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity and the United States.
6
Any reference in the Indenture
or in the Senior Notes to principal or interest shall be deemed to refer also to Additional Amounts which may be payable under the provisions
of this section.
Except as specifically provided
in the Senior Notes, the Company will not be required to make any payment with respect to any tax, duty, assessment or other governmental
charge imposed by any government or any political subdivision or taxing authority of or in any government or political subdivision.
Section 1.11
Tax Redemption. Unless previously redeemed or repurchased and canceled, the Senior Notes will be repayable at par, including
Additional Amounts, if any, on December 17, 2031, or such earlier date on which the same shall be due and payable in accordance with the terms
and conditions of the notes. However, if the Stated Maturity or earlier date of redemption is not a Business Day, the Senior Notes will
be payable on the next succeeding Business Day and no interest shall accrue for the period from the Stated Maturity or relevant redemption
date to such payment date.
The Senior Notes may be redeemed
at the option of the Company, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Senior Notes
to be redeemed, together with interest accrued and unpaid on the Senior Notes to be redeemed to, but excluding, the date fixed for redemption,
at any time, on giving not less than 30 nor more than 60 days’ notice if:
(a)
the Company has or will become obligated to pay Additional Amounts as a result of any change in or amendment to the laws, regulations
or rulings of the United States or any political subdivision or any taxing authority of or in the United States affecting taxation, or
any change in or amendment to an official application, interpretation, administration or enforcement of such laws, regulations or rulings,
which change or amendment is announced or becomes effective on or after May 21, 2026, or
(b)
any action shall have been taken by a taxing authority, or any action has been brought in a court of competent jurisdiction, in
the United States or any political subdivision or taxing authority of or in the United States, including any of those actions specified
in (a) above, whether or not such action was taken or brought with respect to the Company, or any change, clarification, amendment, application
or interpretation of such laws, regulations or rulings shall be officially proposed, in any such case on or after May 21, 2026, which
results in a substantial likelihood that the Company will be required to pay Additional Amounts on the next Interest Payment Date.
However, no such notice of
redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be, in the case of a redemption for
the reasons specified in (a) above, or there would be a substantial likelihood that the Company would be, in the case of a redemption
for the reasons specified in (b) above, obligated to pay such Additional Amounts if a payment in respect of the notes were then due and
at the time such notification of redemption is given such circumstance remains in effect.
7
Prior to the mailing of any
notice of redemption pursuant to this section, the Company will deliver to the Trustee:
(1)
a certificate signed by one of its duly authorized officers stating that the Company is entitled to effect such redemption and
setting forth a statement of facts showing that the conditions precedent to the Company’s right so to redeem have occurred, and
(2)
a written opinion of independent legal counsel of recognized standing to the effect that the Company has or will become obligated
to pay such Additional Amounts as a result of such change or amendment or that there is a substantial likelihood that the Company will
be required to pay such Additional Amounts as a result of such action or proposed change, clarification, amendment, application or interpretation,
as the case may be.
Such notice, once delivered
by the Company to the Trustee, will be irrevocable.
Section 1.12
Issuance in Yen. If the yen is unavailable to the Company due to the imposition of exchange controls or other circumstances
beyond its control, then all payments in respect of the Senior Notes will be made in U.S. dollars until the yen is again available to
the Company. In such circumstances, the amount payable on any date in yen will be converted by the Company into U.S. dollars at the rate
mandated by the Board of Governors of the Federal Reserve System as of the close of business on the second Business Day prior to the relevant
payment date or, if the Board of Governors of the Federal Reserve System has not announced a rate of conversion, on the basis of the most
recent U.S. dollar/yen exchange rate published in The Wall Street Journal on or prior to the second Business Day prior to the relevant
payment date or, in the event The Wall Street Journal has not published such exchange rate, the rate will be determined in the Company’s
sole discretion on the basis of the most recently available market exchange rate for yen. Any payment in respect of the Senior Notes so
made in U.S. dollars will not constitute an Event of Default under the Senior Notes or the Indenture.
Section 1.13
Further Issues. The Company may from time to time, without notice to or the consent of the registered holders of Senior
Notes, create and issue further notes ranking equally with the Senior Notes in all respects. Such further notes may be consolidated and
form a single series with the Senior Notes and have the same terms as to status, redemption or otherwise as the notes (other than the
issue date of such further notes and first payment of interest following the issue date of such further Senior Notes); provided
that such additional Senior Notes are fungible for United States Federal income tax purposes with any then-existing Senior Notes.
8
Article II
MISCELLANEOUS
PROVISIONS
Section 2.01
Recitals by the Company. The recitals in this Forty-Ninth Supplemental Indenture are made by the Company only and not by
the Trustee, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Forty-Ninth Supplemental Indenture or of the Senior Notes. The Trustee shall not be accountable for the use or
application by the Company of the Senior Notes or the proceeds thereof All of the provisions contained in the Original Indenture in respect
of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Senior Notes and of this
Forty-Ninth Supplemental Indenture as fully and with like effect as if set forth herein in full.
Section 2.02
Amendment to Sections 2.05 and 2.06 of the Original Indenture Relating to the Execution of Securities and the Certificate of
Authentication. Sections 2.05 and 2.06 of the Original Indenture are amended and restated, with respect to the Senior Notes issued
on the date hereof, to read as follows:
Section 2.05 Execution
of Securities. The Securities and, if applicable, each Coupon appertaining thereto shall be signed on behalf of the Issuer by the
chairman or vice chairman of its Board of Directors or its president or any executive, senior or other vice president or its treasurer,
but need not, be attested. Such signatures may be the manual, facsimile or electronic signatures of the present or any future such officers.
Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Security
that has been duly authenticated and delivered by the Trustee.
In case any officer of
the Issuer who shall have signed any of the Securities or Coupons, if any, shall cease to be such officer before the Security or Coupon
so signed (or the Security to which the Coupon so signed appertains) shall be authenticated and delivered by the Trustee or disposed of
by the Issuer, such Security or Coupon nevertheless may be authenticated and delivered or disposed of as though the person who signed
such Security or Coupon had not ceased to be such officer of the Issuer; and any Security or Coupon may be signed on behalf of the Issuer
by such persons as, at the actual date of the execution of such Security or Coupon, shall be the proper officers of the Issuer, although
at the date of the execution and delivery of this Indenture any such person was not such an officer.
Section 2.06 Certificate
of Authentication. Only such Securities as shall bear thereon a certificate of authentication substantially in the form herein before
recited, executed by the Trustee by the manual, facsimile or electronic signature of one of its authorized signatories, shall be entitled
to the benefits of this Indenture or be valid or obligatory for any purpose. No Coupon shall be entitled to the benefits of this Indenture
or shall be valid and obligatory for any purpose until the certificate of authentication on the Security to which such Coupon appertains
shall have been duly executed by the Trustee. The execution of such certificate by the Trustee upon any Security executed by the Issuer
shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder
is entitled to the benefits of this Indenture.
Section 2.03
Ratification and Incorporation of Original Indenture. As supplemented hereby, the Original Indenture is in all respects
ratified and confirmed, and the Original Indenture and this Forty-Ninth Supplemental Indenture shall be read, taken and construed as
one and the same instrument.
9
Section 2.04
Executed in Counterparts. This Forty-Ninth Supplemental Indenture may be simultaneously executed in several counterparts,
each of which shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument. The
exchange of copies of this Forty-Ninth Supplemental Indenture and of manual, facsimile or electronic signature pages shall constitute
effective execution and delivery of this Supplemental Indenture as to the parties hereto.
Section 2.05
New York Law to Govern. This Forty-Ninth Supplemental Indenture and each Senior Note shall be deemed to be a contract under
the laws of the state of New York, and for all purposes shall be construed in accordance with the laws of such state, except as may be
required by mandatory provisions of law.
10
IN WITNESS WHEREOF, each party
hereto has caused this instrument to be signed in its name and behalf by its duly authorized officers, all as of the day and year first
above written.
AFLAC INCORPORATED,
as Issuer
By
/s/
Sebastian Cahill
Name:
Sebastian Cahill
Title:
Vice President and Treasurer
[Signature
Page to Forty-Ninth Supplemental Indenture]
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Trustee
By
/s/
April Bradley
Name:
April Bradley
Title:
Vice President
[Signature Page to Forty-Ninth Supplemental Indenture]
Exhibit
A
Global Note
2.802% Senior Note due 2031
THIS NOTE IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE FORTY-NINTH SUPPLEMENTAL INDENTURE TO THE ORIGINAL INDENTURE HEREINAFTER REFERRED TO. UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK, SA/NV, AS OPERATOR OF THE EUROCLEAR SYSTEM (“EUROCLEAR”) AND
CLEARSTREAM BANKING, S.A. (“CLEARSTREAM” AND, TOGETHER WITH EUROCLEAR, “EUROCLEAR/CLEARSTREAM”), TO AFLAC INCORPORATED
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE BANK OF NEW
YORK DEPOSITORY (NOMINEES) LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM (AND
ANY PAYMENT IS MADE TO THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF EUROCLEAR/CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
No. ____
CUSIP No. 001055 CK6
ISIN No. XS3372788250
AFLAC INCORPORATED
2.802% Senior Notes due 2031
Principal Amount:
¥ ______________
Regular Record Date:
with respect to each Interest Payment Date, the close of business on May 15 or November 15 immediately preceding such Interest Payment Date
Original Issue Date:
May 28, 2026
Stated Maturity:
December 17, 2031
Interest Payment Dates:
May 28 and November 28, commencing on November 28, 2026 except that the final Interest Payment Date in 2031 shall be the Stated Maturity (long last coupon)
Interest Rate:
2.802% per year
Authorized Denomination:
¥100,000,000 and integral multiples of ¥10,000,000 in excess thereof
A-1
Aflac Incorporated, a
Georgia corporation (the “Company,” which term includes any successor corporation under the Indenture referred to
on the reverse hereof), for value received, hereby promises to pay to The Bank of New York Depository (Nominees) Limited, the
registered holder hereof, as nominee of The Bank of New York Mellon, London Branch, as common depositary for Euroclear/Clearstream,
or registered assigns, the principal sum of ______________ JAPANESE YEN (¥ ______________) on the Stated Maturity shown above,
and to pay interest thereon, and on any overdue installment of interest thereon to the extent permitted by law, from the most recent
Interest Payment Date on which interest has been paid or duly provided for or, if no interest has been paid, from the Original Issue
Date shown above, semi-annually in arrears on each Interest Payment Date as specified above, commencing on November 28, 2026, and on
the Stated Maturity at the rate per year shown above until the principal hereof or such overdue installment is paid or made
available for payment. The interest so payable, and punctually paid or duly provided for, on an Interest Payment Date (other than an
Interest Payment Date that is the Stated Maturity) will, as provided in the Indenture, be paid to the Person in whose name this Note
(as defined on the reverse hereof) is registered at the close of business on the Regular Record Date as specified above next
preceding such Interest Payment Date, provided that any interest payable at the Stated Maturity or on a redemption date will
be paid to the Person to whom principal is payable. Except as otherwise provided in the Indenture, any such interest that is not so
punctually paid or duly provided for will forthwith cease to be payable to the holders on such Regular Record Date and may be paid
as provided in Section 2.7 of the Original Indenture.
Payments of interest on this
Note (as defined on the reverse hereof) will include interest accrued to but excluding the respective Interest Payment Dates. Interest
payments for this Note shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months. In the event that
any date on which interest is payable on this Note is not a Business Day, then payment of the interest payable on such date will be made
on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that,
if such next succeeding Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding
Business Day, in each case with the same force and effect as if made on the date the payment was originally payable. For the purposes
of this Note, “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day in which
banking institutions or trust companies in the City of New York, Tokyo, or London, or the relevant place of payment, are authorized or
required by law, regulation or executive order to close.
A-2
Payment of the principal,
premium, if any, and interest due at the Stated Maturity of, or on a redemption date for, this Note shall be made upon surrender of this
Note at the Corporate Trust Office of the Trustee. Except as described on the reverse hereof, the principal of and interest on this Note
shall be paid in Japanese yen. Payment of interest (including interest on an Interest Payment Date) will be made, subject to such surrender
where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall
appear in the Security register or (ii) by wire transfer at such place and to such account at a banking institution as may be designated
in writing to the Trustee at least 15 days prior to the date for payment by the Person entitled thereto.
The Senior Notes (as defined
on the reverse hereof) will be unsecured obligations of the Company and will rank equally in right of payment with all the other unsecured,
unsubordinated indebtedness of the Company from time to time outstanding. The Senior Notes will rank senior to any subordinated indebtedness
of the Company.
REFERENCE IS HEREBY MADE TO
THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT
AS IF SET FORTH AT THIS PLACE.
Unless the certificate of
authentication hereon has been executed by the Trustee by manual, facsimile or electronic signature, this Note shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any purpose.
A-3
IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed.
AFLAC INCORPORATED,
as Issuer
By:
Name:
Title:
Attest:
Name:
Title:
A-4
CERTIFICATE OF AUTHENTICATION
This is one of the 2.802%
Senior Notes due 2031 referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
as Trustee
Dated:
By
Authorized Signatory
A-5
(Reverse Side of Note)
This note (the “Note”)
represents one of a duly authorized issue of senior notes of the Company issued and issuable in one or more series under a Senior Indenture
dated as of May 21, 2009 (the “Original Indenture”), as supplemented and amended by the Forty-Ninth Supplemental Indenture
dated as of May 28, 2026 (the “Forty-Ninth Supplemental Indenture” and, together with the Original Indenture, the
“Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee,”
which term includes any successor trustee under the Indenture), to which Indenture and all indentures incidental thereto reference is
hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee
and the holders of the Senior Notes (as defined below) issued thereunder and of the terms upon which said Senior Notes are, and are to
be, authenticated and delivered. The Securities represented by this Note are one of the series designated on the face hereof as 2.802%
Senior Notes due 2031 (the “Senior Notes”), initially limited in aggregate principal amount to ¥41,800,000,000;
provided, however, that the aggregate principal amount of the Senior Notes may be increased in the future, without the consent
of the holders of the Senior Notes, as provided in the Forty-Ninth Supplemental Indenture. Capitalized terms used herein for which no
definition is provided herein shall have the meanings set forth in the Indenture.
This Note is exchangeable
in whole or from time to time in part for Senior Notes of this series in definitive registered form only as provided in the Indenture.
If an Event of Default with
respect to the Senior Notes shall occur and be continuing, the principal of the Senior Notes may be declared due and payable in the manner,
with the effect and subject to the conditions provided in the Indenture.
The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the
rights of the holders of the Senior Notes under the Indenture at any time by the Company and the Trustee with the consent of the holders
of not less than a majority in aggregate principal amount of the Senior Notes at the time Outstanding. The Indenture also contains provisions
permitting the holders of specified percentages in principal amount of the Senior Notes at the time Outstanding, on behalf of the holders
of all Senior Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon
all future holders of this Note and of any Senior Note issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon this Note.
The Indenture contains provisions
for defeasance at any time of (i) the entire indebtedness of the Company pursuant to this Note and (ii) restrictive covenants and the
related Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Note.
The Senior Notes will be redeemable,
at the sole option of the Company, in whole or in part from time to time, on and after September 17, 2031 (three months prior to maturity),
at a redemption price equal to 100% of the aggregate principal amount of the Senior Notes to be redeemed plus accrued and unpaid interest
on the principal amount of the Senior Notes to be redeemed, if any, to, but excluding, the redemption date.
A-6
Notice of any redemption at
the option of the Company will be mailed at least 15 days but no more than 60 days before the redemption date to each holder of the Senior
Notes to be redeemed at its registered address.
All payments of principal
and interest in respect of the Senior Notes will be made free and clear of, and without deduction or withholding for or on account of
any present or future taxes, duties, assessments or other governmental charges of whatsoever nature imposed, levied, collected, withheld
or assessed by the United States or any political subdivision or taxing authority of or in the United States (collectively, “Taxes”),
unless such withholding or deduction is required by law.
In the event such withholding
or deduction of Taxes is required by law, subject to the limitations described below, the Company will pay to any Non-U.S. Holder such
additional amounts (“Additional Amounts”) as may be necessary in order that every net payment of principal of or interest
on the Senior Notes (including upon redemption), after deduction or withholding for or on account of such Taxes, will not be less than
the amount provided for in such Senior Notes to be then due and payable before deduction or withholding for or on account of such Taxes.
However, the Company’s
obligation to pay Additional Amounts shall not apply to:
(a) any
Taxes which would not have been so imposed, withheld or deducted but for:
(1) the
existence of any present or former connection between such holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member
or shareholder or other equity owner of, or a person having a power over, such holder or beneficial owner, if such holder or beneficial
owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity) and the United States, including,
without limitation, such holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or other equity owner
or person having such a power) being or having been a citizen or resident or treated as a resident of the United States or being or having
been engaged in a trade or business in the United States or being or having been present in the United States or having or having had
a permanent establishment in the United States;
(2) the
failure of such holder or beneficial owner to comply with any applicable certification, information, documentation or other reporting
requirement concerning the nationality, residence, identity or connection with the United States of such holder or beneficial owner or
otherwise to establish entitlement to a partial or complete exemption from such Taxes (including, but not limited to, the requirement
to provide Internal Revenue Service Form W-8BEN, Form W-8BEN-E, Form W-8ECI, or any subsequent versions thereof or successor thereto,
and including, without limitation, any documentation requirement under an applicable income tax treaty); or
(3) such
holder’s or beneficial owner’s present or former status as a personal holding company, foreign personal holding company, controlled
foreign corporation, passive foreign investment company or foreign tax exempt organization with respect to the United States or as a corporation
that accumulates earnings to avoid United States federal income tax;
A-7
(b) any
Taxes imposed, required, withheld or deducted by reason of the holder or beneficial owner:
(1) owning
or having owned, directly or indirectly, actually or constructively, 10% or more of the total combined voting power of all classes of
the Company’s stock,
(2) being
a bank receiving interest described in section 881(c)(3)(A) of the Internal Revenue Code, or
(3) being
a controlled foreign corporation with respect to the United States that is related to the Company by stock ownership;
(c) any
Taxes which would not have been so imposed, withheld or deducted but for the presentation by the holder or beneficial owner of Senior
Note for payment on a date more than 10 days after the date on which such payment became due and payable or the date on which payment
of the Senior Note is duly provided for and notice is given to holders, whichever occurs later, except to the extent that the holder or
beneficial owner would have been entitled to such additional amounts on presenting such Senior Note on any date during such 10-day period;
(d) any
estate, inheritance, gift, sales, transfer, capital gains, personal property, excise, wealth, interest equalization or similar Taxes;
(e) any
Taxes which are payable otherwise than by withholding from any payment of principal of or interest on such Senior Note;
(f) any
Taxes which are payable by a holder that is not the beneficial owner of the Senior Note, or a portion of the Senior Note, or that is a
fiduciary, partnership, limited liability company or other similar entity, but only to the extent that a beneficial owner, a beneficiary
or settlor with respect to such fiduciary or member of such partnership, limited liability company or similar entity would not have been
entitled to the payment of an additional amount had such beneficial owner, settlor, beneficiary or member received directly its beneficial
or distributive share of the payment;
(g) any
Taxes required to be withheld by any paying agent from any payment of principal of or interest on any Senior Note, if such payment can
be made without such withholding by any other paying agent;
(h) any
Taxes that would not have been imposed, withheld or deducted but for a change in any law, treaty, regulation, or administrative or judicial
interpretation that becomes effective after the applicable payment becomes due or is duly provided for, whichever occurs later, to the
extent such change in law, treaty, regulation or administrative interpretation would apply retroactively to such payment;
A-8
(i) any
Taxes imposed, withheld or deducted under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor provisions
that are substantively comparable) and any current or future regulations or official interpretations thereof (“FATCA”),
any agreement (including any intergovernmental agreement) entered into in connection therewith, or any law, regulation or other official
guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement in respect of FATCA; or
(j) any
combination of items (a), (b), (c), (d), (e), (f), (g), (h) and (i).
For purposes of this section,
the acquisition, ownership, enforcement or holding of or the receipt of any payment with respect to a Senior Note will not constitute
a connection (1) between the holder or beneficial owner and the United States or (2) between a fiduciary, settlor, beneficiary, member
or shareholder or other equity owner of, or a person having a power over, such holder or beneficial owner if such holder or beneficial
owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity and the United States.
Any reference in the Indenture
or in the Senior Notes to principal or interest shall be deemed to refer also to Additional Amounts which may be payable under the provisions
of this section.
Except as specifically provided
in the Senior Notes, the Company will not be required to make any payment with respect to any tax, duty, assessment or other governmental
charge imposed by any government or any political subdivision or taxing authority of or in any government or political subdivision.
Unless previously redeemed
or repurchased and canceled, the Senior Notes will be repayable at par, including Additional Amounts, if any, on December 17, 2031, or such
earlier date on which the same shall be due and payable in accordance with the terms and conditions of the notes. However, if the Stated
Maturity or earlier date of redemption is not a Business Day, the Senior Notes will be payable on the next succeeding Business Day and
no interest shall accrue for the period from the Stated Maturity or relevant redemption date to such payment date.
The Senior Notes may be redeemed
at the option of the Company, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Senior Notes
to be redeemed, together with interest accrued and unpaid on the Senior Notes to be redeemed to, but excluding, the date fixed for redemption,
at any time, on giving not less than 30 nor more than 60 days’ notice if:
(a) the
Company has or will become obligated to pay Additional Amounts as a result of any change in or amendment to the laws, regulations or rulings
of the United States or any political subdivision or any taxing authority of or in the United States affecting taxation, or any change
in or amendment to an official application, interpretation, administration or enforcement of such laws, regulations or rulings, which
change or amendment is announced or becomes effective on or after May 21, 2026 or
(b) any
action shall have been taken by a taxing authority, or any action has been brought in a court of competent jurisdiction, in the United
States or any political subdivision or taxing authority of or in the United States, including any of those actions specified in (a) above,
whether or not such action was taken or brought with respect to the Company, or any change, clarification, amendment, application or interpretation
of such laws, regulations or rulings shall be officially proposed, in any such case on or after May 21, 2026, which results in a substantial
likelihood that the Company will be required to pay Additional Amounts on the next Interest Payment Date. However, no such notice of redemption
shall be given earlier than 90 days prior to the earliest date on which the Company would be, in the case of a redemption for the reasons
specified in (a) above, or there would be a substantial likelihood that the Company would be, in the case of a redemption for the reasons
specified in (b) above, obligated to pay such Additional Amounts if a payment in respect of the notes were then due and at the time such
notification of redemption is given such circumstance remains in effect.
A-9
Prior to the mailing of any
notice of redemption pursuant to this section, the Company will deliver to the Trustee:
(1) a
certificate signed by one of its duly authorized officers stating that the Company is entitled to effect such redemption and setting forth
a statement of facts showing that the conditions precedent to the Company’s right so to redeem have occurred, and
(2) a
written opinion of independent legal counsel of recognized standing to the effect that the Company has or will become obligated to pay
such Additional Amounts as a result of such change or amendment or that there is a substantial likelihood that the Company will be required
to pay such Additional Amounts as a result of such action or proposed change, clarification, amendment, application or interpretation,
as the case may be.
Such notice, once delivered
by the Company to the Trustee, will be irrevocable.
If the yen is unavailable
to the Company due to the imposition of exchange controls or other circumstances beyond its control, then all payments in respect of the
Senior Notes will be made in U.S. dollars until the yen is again available to the Company. In such circumstances, the amount payable on
any date in yen will be converted by the Company into U.S. dollars at the rate mandated by the Board of Governors of the Federal Reserve
System as of the close of business on the second Business Day prior to the relevant payment date or, if the Board of Governors of the
Federal Reserve System has not announced a rate of conversion, on the basis of the most recent U.S. dollar/yen exchange rate published
in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date or, in the event The Wall Street
Journal has not published such exchange rate, the rate will be determined in the Company’s sole discretion on the basis of the most
recently available market exchange rate for yen.
No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this Note at the time, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security register, upon surrender
of this Note for registration of transfer at the office or agency of the Company for such purpose, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company or the Security registrar and duly executed by, the holder hereof
or his attorney duly authorized in writing, and thereupon one or more new Senior Notes, of authorized denominations and of like tenor
and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made
for any such exchange or registration of transfer, but the Company will require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
A-10
Prior to due presentment of
this Note for registration of transfer, the Company, the Trustee, any Person authorized by the Company to pay the principal of or any
premium or interest on any Senior Note on behalf of the Company (a “Paying Agent”) and the Security registrar may deem
and treat the Person in whose name this Note is registered as the absolute owner hereof for all purposes, whether or not this Note be
overdue and notwithstanding any notice of ownership or writing thereon made by anyone other than the Security registrar, and neither the
Company nor the Trustee nor any Paying Agent nor the Security registrar shall be affected by notice to the contrary.
The Senior Notes are issuable
only in registered form without coupons in denominations of ¥100,000,000 and integral multiples of ¥10,000,000 in excess thereof.
As provided in the Indenture and subject to certain limitations therein set forth, Senior Notes are exchangeable for a like aggregate
principal amount of Senior Notes of a different authorized denomination, as requested by the holder surrendering the same upon surrender
of the Senior Note or Senior Notes to be exchanged at the office or agency of the Company.
No recourse shall be had for
payment of the principal of or interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in
respect of the Indenture, against any incorporator, as such or against any past, present or future shareholder, officer or director, as
such, of the Company or of any successor, either directly or through the Company or any successor, under any rule, law statute or constitutional
provision, or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly
waived and released, by the acceptance hereof and as part of the consideration for the issuance hereof.
Unless the certificate of
authentication hereon has been executed by the Trustee by manual, facsimile or electronic signature, this Note shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any purpose.
This Note shall be governed
by, and construed in accordance with, the internal laws of the state of New York.
A-11
ABBREVIATIONS
The following abbreviations,
when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable
laws or regulations:
TEN COM – as tenants in common
UNIF GIFT MIN ACT – Custodian under Uniform Gift to Minors Act
TEN ENT – as tenants by the entireties
(State)
JT TEN – as joint tenants with rights of survivorship and not as tenants in common
CUST – Custodian
Additional abbreviations may also be used
though not on the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s)
and transfer(s) unto
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
POSTAL ZIP CODE OF ASSIGNEE
(please insert Social Security or other identifying
number of assignee) the within Note and all rights thereunder, hereby irrevocably constituting and appointing
agent to transfer said Note on the books of the
Company, with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular
without alteration or enlargement, or any change whatever.
A-12
Exhibit
B
Certificate of Authentication
This is one of the 2.802%
Senior Notes due 2031 referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Trustee
Dated:
By.
Authorized Signatory
B-1
EX-4.3 — EXHIBIT 4.3
EX-4.3
Filename: tm2614650d1_ex4-3.htm · Sequence: 5
Exhibit 4.3
AFLAC INCORPORATED,
AS ISSUER
AND
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
AS TRUSTEE
FIFTIETH SUPPLEMENTAL INDENTURE
Dated as of May 28, 2026
¥13,100,000,000
3.123% Senior Notes due 2033
TABLE OF CONTENTS
3.123% SENIOR NOTES DUE 2033
Page
Article I 3.123% SENIOR NOTES DUE 2033
1
Section 1.01
Establishment
1
Section 1.02
Definitions
2
Section 1.03
Payment
of Principal and Interest
3
Section 1.04
Denominations
3
Section 1.05
Global
Securities
3
Section 1.06
Transfer
4
Section 1.07
Defeasance
4
Section 1.08
Redemption
at the Option of the Company
4
Section 1.09
Selection
of Senior Notes to be Redeemed
4
Section 1.10
Additional
Amounts
4
Section 1.11
Tax
Redemption
7
Section 1.12
Issuance
in Yen
8
Section 1.13
Further
Issues
8
Article II MISCELLANEOUS PROVISIONS
9
Section 2.01
Recitals
by the Company
9
Section 2.02
Amendment
to Sections 2.05 and 2.06 of the Original Indenture Relating to the Execution of Securities and the Certificate of Authentication
9
Section 2.03
Ratification
and Incorporation of Original Indenture
9
Section 2.04
Executed
in Counterparts
10
Section 2.05
New
York Law to Govern
10
Exhibit A Global Note
A-1
Exhibit B Certificate of Authentication
B-1
i
THIS FIFTIETH SUPPLEMENTAL
INDENTURE (this “Fiftieth Supplemental Indenture”) is made as of the 28th day of May, 2026, by and between AFLAC
INCORPORATED, a Georgia corporation, as issuer (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
a national banking association, as trustee (the “Trustee”):
WHEREAS, the Company has heretofore
entered into a Senior Indenture, dated as of May 21, 2009 (the “Original Indenture”), with the Trustee;
WHEREAS, the Original Indenture
is incorporated herein by reference, and the Original Indenture, as supplemented and amended by this Fiftieth Supplemental Indenture,
is herein called the “Indenture”;
WHEREAS, under the Original
Indenture, a new series of senior notes may at any time be established by the Board of Directors of the Company in accordance with the
provisions of the Original Indenture and the terms of such series may be described by a supplemental indenture executed by the Company
and the Trustee;
WHEREAS, the Company proposes
to create under the Indenture a new series of senior notes;
WHEREAS, additional senior
notes of other series hereafter established, except as may be limited in the Original Indenture as at the time supplemented and amended,
may be issued from time to time pursuant to the Indenture as at the time supplemented and amended, and all senior notes issued by the
Company of any one series need not be issued at the same time and, unless otherwise so provided, may be reopened for issuances of additional
senior notes of such series; and
WHEREAS, all things necessary
to authorize the execution and delivery of this Fiftieth Supplemental Indenture and make it a valid and binding agreement of the Company,
in accordance with its terms, have been done.
NOW THEREFORE, in consideration
of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged,
the parties hereto hereby agree as follows:
Article I
3.123%
SENIOR NOTES DUE 2033
Section 1.01
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated
as the Company’s 3.123% Senior Notes due 2033 (the “Senior Notes”).
There are to be authenticated
and delivered Senior Notes, initially limited in aggregate principal amount to ¥13,100,000,000, and no further Senior Notes shall be
authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this
Fiftieth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the
aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes,
with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other
than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount
of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which
terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated).
Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for
all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes
with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form.
The Senior Notes shall be
issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto.
The form of the Trustee’s
Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto.
Each Senior Note shall be
dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest
Payment Date to which interest has been paid or duly provided for.
Section 1.02
Definitions. The following defined terms used herein shall, unless the context otherwise requires, have the meanings specified
below. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Original Indenture.
“Business Day”
means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day in which banking institutions or trust companies in the City
of New York, Tokyo, or London, or the relevant place of payment, are authorized or required by law, regulation or executive order to close.
“Global Security”
means, with respect to any series of securities, a security authenticated and delivered under the Original Indenture executed by the Company
and held by the Trustee as custodian for the Depositary, all in accordance with the Original Indenture, which shall be registered in the
name of the Depositary or its nominee.
“Interest Payment
Date” means May 28 and November 28 of each year, commencing on November 28, 2026, except that the final Interest Payment Date
in 2033 shall be the Stated Maturity (short last coupon).
“Non-U.S. Holder”
means a beneficial owner of a Senior Note (other than a partnership or other entity or arrangement treated as a partnership for United
States federal income tax purposes) that is not a U.S. holder.
“Regular Record Date”
means, with respect to each Interest Payment Date, the close of business on May 15 or November 15 immediately preceding such Interest
Payment Date.
“Stated Maturity”
means May 27, 2033.
2
Section 1.03
Payment of Principal and Interest. If not previously redeemed, the principal of the Senior Notes shall be due at the Stated
Maturity. The unpaid and outstanding principal amount of the Senior Notes, and any overdue installment of interest thereon to the extent
permitted by law, shall bear interest at the rate of 3.123% per year until paid or made available for payment, such interest to accrue
from the most recent Interest Payment Date on which interest has been paid or duly provided for or, if no interest has been paid, from
May 28, 2026. Interest shall be paid semi-annually in arrears on each Interest Payment Date, commencing on November 28, 2026, to the Person
in whose name the Senior Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest
payable at the Stated Maturity or on a redemption date as provided herein will be paid to the Person to whom principal is payable. Any
such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the holders on such Regular Record
Date and may be paid as provided in Section 2.7 of the Original Indenture.
Payments of interest on the
Senior Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Senior Notes
shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which interest
is payable on the Senior Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding
day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such next succeeding
Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on the date the payment was originally payable.
Payment of the principal,
premium, if any, and interest due at the Stated Maturity of, or on a redemption date for, the Senior Notes shall be made upon surrender
of the Senior Notes at the Corporate Trust Office of the Trustee. Except as described in Section 1.12 below, the principal of and
interest on the Senior Notes shall be paid in Japanese yen. Payments of interest (including interest on an Interest Payment Date) will
be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security register or (ii) by wire transfer at such place and to such account at a banking
institution in the United States as may be designated in writing to the Trustee at least 15 days prior to the date for payment by the
Person entitled thereto.
Section 1.04
Denominations. The Senior Notes will be issued only in denominations of ¥100,000,000 and integral multiples of ¥10,000,000
in excess thereof.
Section 1.05
Global Securities. The Senior Notes will initially be represented by one or more fully registered global notes. Each such
Senior Note will be deposited with, or on behalf of, a common depositary, and registered in the name of the nominee of the common depositary
for the accounts of Clearstream Banking, S.A. (“Clearstream”) and Euroclear Bank SA/NV (“Euroclear”).
The Senior Notes may be held through Clearstream or Euroclear, either as a participant in such systems or indirectly through organizations
which are participants in such systems. Clearstream and Euroclear will hold interests in the Senior Notes on behalf of their respective
participating organizations or customers through customers’ securities accounts in Clearstream’s or Euroclear’s names
on the books of their respective depositaries. Book-entry interests in the Senior Notes and all transfers relating to the Senior Notes
will be reflected in the book-entry records of Clearstream and Euroclear.
3
Owners of beneficial interests
in such Global Securities will not be entitled to have the Senior Notes registered in their names, will not receive or be entitled to
receive physical delivery of the Senior Notes in definitive form and will not be considered the owners or holders of the notes under the
Indenture, including for purposes of receiving any reports delivered by the Company or the Trustee pursuant to the Indenture. Accordingly,
each person owning a beneficial interest in a Senior Note must rely on the procedures of the depositary and, if such person is not a participant,
on the procedures of the participant through which such person owns its interest, in order to exercise any rights of a holder of the Senior
Notes.
Section 1.06
Transfer. No service charge will be made for any registration of transfer or exchange of Senior Notes, but payment will
be required of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.
Section 1.07
Defeasance. The provisions of Sections 10.4 and 10.5 of the Original Indenture will apply to the Senior Notes.
Section 1.08
Redemption at the Option of the Company. The Senior Notes will be redeemable, at the sole option of the Company, in whole
or in part from time to time, on and after February 27, 2033 (three months prior to maturity), at a redemption price equal to 100% of
the aggregate principal amount of the Senior Notes to be redeemed plus accrued and unpaid interest on the principal amount of the Senior
Notes to be redeemed, if any, to, but excluding, the redemption date.
Notwithstanding Section 12.2
of the Original Indenture, notice of any redemption pursuant to this Section 1.08 of the Supplemental Indenture will be mailed
at least 15 days but no more than 60 days before the redemption date to each holder of the Senior Notes to be redeemed at its registered
address.
Section 1.09
Selection of Senior Notes to be Redeemed. If less than all of the Senior Notes are to be redeemed, the principal amount
of such Senior Notes held by each beneficial owner of such Senior Notes to be redeemed shall be selected by the Trustee in accordance
with the applicable procedures of Clearstream and Euroclear. Senior Notes, and portions of Senior Notes, may be selected in amounts of
¥100,000,000 and integral multiples of ¥10,000,000 in excess thereof.
Section 1.10
Additional Amounts. All payments of principal and interest in respect of the Senior Notes will be made free and clear of,
and without deduction or withholding for or on account of any present or future taxes, duties, assessments or other governmental charges
of whatsoever nature imposed, levied, collected, withheld or assessed by the United States or any political subdivision or taxing authority
of or in the United States (collectively, “Taxes”), unless such withholding or deduction is required by law.
In the event such withholding
or deduction of Taxes is required by law, subject to the limitations described below, the Company will pay to any Non-U.S. Holder such
additional amounts (“Additional Amounts”) as may be necessary in order that every net payment of principal of or interest
on the Senior Notes (including upon redemption), after deduction or withholding for or on account of such Taxes, will not be less than
the amount provided for in such Senior Notes to be then due and payable before deduction or withholding for or on account of such Taxes.
4
However, the Company’s
obligation to pay Additional Amounts shall not apply to:
(a)
any Taxes which would not have been so imposed, withheld or deducted but for:
(1)
the existence of any present or former connection between such holder or beneficial owner (or between a fiduciary, settlor, beneficiary,
member or shareholder or other equity owner of, or a person having a power over, such holder or beneficial owner, if such holder or beneficial
owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity) and the United States, including,
without limitation, such holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or other equity owner
or person having such a power) being or having been a citizen or resident or treated as a resident of the United States or being or having
been engaged in a trade or business in the United States or being or having been present in the United States or having or having had
a permanent establishment in the United States;
(2)
the failure of such holder or beneficial owner to comply with any applicable certification, information, documentation or other
reporting requirement concerning the nationality, residence, identity or connection with the United States of such holder or beneficial
owner or otherwise to establish entitlement to a partial or complete exemption from such Taxes (including, but not limited to, the requirement
to provide Internal Revenue Service Form W-8BEN, Form W-8BEN-E, Form W-8ECI, or any subsequent versions thereof or successor thereto,
and including, without limitation, any documentation requirement under an applicable income tax treaty); or
(3)
such holder’s or beneficial owner’s present or former status as a personal holding company, foreign personal holding
company, controlled foreign corporation, passive foreign investment company or foreign tax exempt organization with respect to the United
States or as a corporation that accumulates earnings to avoid United States federal income tax;
(b)
any Taxes imposed, required, withheld or deducted by reason of the holder or beneficial owner:
(1)
owning or having owned, directly or indirectly, actually or constructively, 10% or more of the total combined voting power of all
classes of the Company’s stock,
(2)
being a bank receiving interest described in section 881(c)(3)(A) of the Internal Revenue Code, or
(3)
being a controlled foreign corporation with respect to the United States that is related to the Company by stock ownership;
5
(c)
any Taxes which would not have been so imposed, withheld or deducted but for the presentation by the holder or beneficial owner
of Senior Note for payment on a date more than 10 days after the date on which such payment became due and payable or the date on which
payment of the Senior Note is duly provided for and notice is given to holders, whichever occurs later, except to the extent that the
holder or beneficial owner would have been entitled to such additional amounts on presenting such Senior Note on any date during such
10-day period;
(d)
any estate, inheritance, gift, sales, transfer, capital gains, personal property, excise, wealth, interest equalization or similar
Taxes;
(e)
any Taxes which are payable otherwise than by withholding from any payment of principal of or interest on such Senior Note;
(f)
any Taxes which are payable by a holder that is not the beneficial owner of the Senior Note, or a portion of the Senior Note, or
that is a fiduciary, partnership, limited liability company or other similar entity, but only to the extent that a beneficial owner, a
beneficiary or settlor with respect to such fiduciary or member of such partnership, limited liability company or similar entity would
not have been entitled to the payment of an additional amount had such beneficial owner, settlor, beneficiary or member received directly
its beneficial or distributive share of the payment;
(g)
any Taxes required to be withheld by any paying agent from any payment of principal of or interest on any Senior Note, if such
payment can be made without such withholding by any other paying agent;
(h)
any Taxes that would not have been imposed, withheld or deducted but for a change in any law, treaty, regulation, or administrative
or judicial interpretation that becomes effective after the applicable payment becomes due or is duly provided for, whichever occurs later,
to the extent such change in law, treaty, regulation or administrative interpretation would apply retroactively to such payment;
(i)
any Taxes imposed, withheld or deducted under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor
provisions that are substantively comparable) and any current or future regulations or official interpretations thereof (“FATCA”),
any agreement (including any intergovernmental agreement) entered into in connection therewith, or any law, regulation or other official
guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement in respect of FATCA; or
(j)
any combination of items (a), (b), (c), (d), (e), (f), (g), (h) and (i).
For purposes of this section,
the acquisition, ownership, enforcement or holding of or the receipt of any payment with respect to a Senior Note will not constitute
a connection (1) between the holder or beneficial owner and the United States or (2) between a fiduciary, settlor, beneficiary, member
or shareholder or other equity owner of, or a person having a power over, such holder or beneficial owner if such holder or beneficial
owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity and the United States.
6
Any reference in the Indenture
or in the Senior Notes to principal or interest shall be deemed to refer also to Additional Amounts which may be payable under the provisions
of this section.
Except as specifically provided
in the Senior Notes, the Company will not be required to make any payment with respect to any tax, duty, assessment or other governmental
charge imposed by any government or any political subdivision or taxing authority of or in any government or political subdivision.
Section 1.11
Tax Redemption. Unless previously redeemed or repurchased and canceled, the Senior Notes will be repayable at par, including
Additional Amounts, if any, on May 27, 2033, or such earlier date on which the same shall be due and payable in accordance with the terms
and conditions of the notes. However, if the Stated Maturity or earlier date of redemption is not a Business Day, the Senior Notes will
be payable on the next succeeding Business Day and no interest shall accrue for the period from the Stated Maturity or relevant redemption
date to such payment date.
The Senior Notes may be redeemed
at the option of the Company, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Senior Notes
to be redeemed, together with interest accrued and unpaid on the Senior Notes to be redeemed to, but excluding, the date fixed for redemption,
at any time, on giving not less than 30 nor more than 60 days’ notice if:
(a)
the Company has or will become obligated to pay Additional Amounts as a result of any change in or amendment to the laws, regulations
or rulings of the United States or any political subdivision or any taxing authority of or in the United States affecting taxation, or
any change in or amendment to an official application, interpretation, administration or enforcement of such laws, regulations or rulings,
which change or amendment is announced or becomes effective on or after May 21, 2026, or
(b)
any action shall have been taken by a taxing authority, or any action has been brought in a court of competent jurisdiction, in
the United States or any political subdivision or taxing authority of or in the United States, including any of those actions specified
in (a) above, whether or not such action was taken or brought with respect to the Company, or any change, clarification, amendment, application
or interpretation of such laws, regulations or rulings shall be officially proposed, in any such case on or after May 21, 2026, which
results in a substantial likelihood that the Company will be required to pay Additional Amounts on the next Interest Payment Date.
However, no such notice of
redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be, in the case of a redemption for
the reasons specified in (a) above, or there would be a substantial likelihood that the Company would be, in the case of a redemption
for the reasons specified in (b) above, obligated to pay such Additional Amounts if a payment in respect of the notes were then due and
at the time such notification of redemption is given such circumstance remains in effect.
7
Prior to the mailing of any
notice of redemption pursuant to this section, the Company will deliver to the Trustee:
(1)
a certificate signed by one of its duly authorized officers stating that the Company is entitled to effect such redemption and
setting forth a statement of facts showing that the conditions precedent to the Company’s right so to redeem have occurred, and
(2)
a written opinion of independent legal counsel of recognized standing to the effect that the Company has or will become obligated
to pay such Additional Amounts as a result of such change or amendment or that there is a substantial likelihood that the Company will
be required to pay such Additional Amounts as a result of such action or proposed change, clarification, amendment, application or interpretation,
as the case may be.
Such notice, once delivered
by the Company to the Trustee, will be irrevocable.
Section 1.12
Issuance in Yen. If the yen is unavailable to the Company due to the imposition of exchange controls or other circumstances
beyond its control, then all payments in respect of the Senior Notes will be made in U.S. dollars until the yen is again available to
the Company. In such circumstances, the amount payable on any date in yen will be converted by the Company into U.S. dollars at the rate
mandated by the Board of Governors of the Federal Reserve System as of the close of business on the second Business Day prior to the relevant
payment date or, if the Board of Governors of the Federal Reserve System has not announced a rate of conversion, on the basis of the most
recent U.S. dollar/yen exchange rate published in The Wall Street Journal on or prior to the second Business Day prior to the relevant
payment date or, in the event The Wall Street Journal has not published such exchange rate, the rate will be determined in the Company’s
sole discretion on the basis of the most recently available market exchange rate for yen. Any payment in respect of the Senior Notes so
made in U.S. dollars will not constitute an Event of Default under the Senior Notes or the Indenture.
Section 1.13
Further Issues. The Company may from time to time, without notice to or the consent of the registered holders of Senior
Notes, create and issue further notes ranking equally with the Senior Notes in all respects. Such further notes may be consolidated and
form a single series with the Senior Notes and have the same terms as to status, redemption or otherwise as the notes (other than the
issue date of such further notes and first payment of interest following the issue date of such further Senior Notes); provided
that such additional Senior Notes are fungible for United States Federal income tax purposes with any then-existing Senior Notes.
8
Article II
MISCELLANEOUS
PROVISIONS
Section 2.01
Recitals by the Company. The recitals in this Fiftieth Supplemental Indenture are made by the Company only and not by
the Trustee, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Fiftieth Supplemental Indenture or of the Senior Notes. The Trustee shall not be accountable for the use or
application by the Company of the Senior Notes or the proceeds thereof All of the provisions contained in the Original Indenture in respect
of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Senior Notes and of this
Fiftieth Supplemental Indenture as fully and with like effect as if set forth herein in full.
Section 2.02
Amendment to Sections 2.05 and 2.06 of the Original Indenture Relating to the Execution of Securities and the Certificate of
Authentication. Sections 2.05 and 2.06 of the Original Indenture are amended and restated, with respect to the Senior Notes issued
on the date hereof, to read as follows:
Section 2.05 Execution
of Securities. The Securities and, if applicable, each Coupon appertaining thereto shall be signed on behalf of the Issuer by the
chairman or vice chairman of its Board of Directors or its president or any executive, senior or other vice president or its treasurer,
but need not, be attested. Such signatures may be the manual, facsimile or electronic signatures of the present or any future such officers.
Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Security
that has been duly authenticated and delivered by the Trustee.
In case any officer of
the Issuer who shall have signed any of the Securities or Coupons, if any, shall cease to be such officer before the Security or Coupon
so signed (or the Security to which the Coupon so signed appertains) shall be authenticated and delivered by the Trustee or disposed of
by the Issuer, such Security or Coupon nevertheless may be authenticated and delivered or disposed of as though the person who signed
such Security or Coupon had not ceased to be such officer of the Issuer; and any Security or Coupon may be signed on behalf of the Issuer
by such persons as, at the actual date of the execution of such Security or Coupon, shall be the proper officers of the Issuer, although
at the date of the execution and delivery of this Indenture any such person was not such an officer.
Section 2.06 Certificate
of Authentication. Only such Securities as shall bear thereon a certificate of authentication substantially in the form herein before
recited, executed by the Trustee by the manual, facsimile or electronic signature of one of its authorized signatories, shall be entitled
to the benefits of this Indenture or be valid or obligatory for any purpose. No Coupon shall be entitled to the benefits of this Indenture
or shall be valid and obligatory for any purpose until the certificate of authentication on the Security to which such Coupon appertains
shall have been duly executed by the Trustee. The execution of such certificate by the Trustee upon any Security executed by the Issuer
shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder
is entitled to the benefits of this Indenture.
Section 2.03
Ratification and Incorporation of Original Indenture. As supplemented hereby, the Original Indenture is in all respects
ratified and confirmed, and the Original Indenture and this Fiftieth Supplemental Indenture shall be read, taken and construed as
one and the same instrument.
9
Section 2.04
Executed in Counterparts. This Fiftieth Supplemental Indenture may be simultaneously executed in several counterparts,
each of which shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument. The
exchange of copies of this Fiftieth Supplemental Indenture and of manual, facsimile or electronic signature pages shall constitute
effective execution and delivery of this Supplemental Indenture as to the parties hereto.
Section 2.05
New York Law to Govern. This Fiftieth Supplemental Indenture and each Senior Note shall be deemed to be a contract under
the laws of the state of New York, and for all purposes shall be construed in accordance with the laws of such state, except as may be
required by mandatory provisions of law.
10
IN WITNESS WHEREOF, each party
hereto has caused this instrument to be signed in its name and behalf by its duly authorized officers, all as of the day and year first
above written.
AFLAC INCORPORATED,
as Issuer
By
/s/
Sebastian Cahill
Name:
Sebastian Cahill
Title:
Vice President and Treasurer
[Signature
Page to Fiftieth Supplemental Indenture]
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Trustee
By
/s/
April Bradley
Name:
April Bradley
Title:
Vice President
[Signature Page to Fiftieth Supplemental Indenture]
Exhibit
A
Global Note
3.123% Senior Note due 2033
THIS NOTE IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE FIFTIETH SUPPLEMENTAL INDENTURE TO THE ORIGINAL INDENTURE HEREINAFTER REFERRED TO. UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK, SA/NV, AS OPERATOR OF THE EUROCLEAR SYSTEM (“EUROCLEAR”) AND
CLEARSTREAM BANKING, S.A. (“CLEARSTREAM” AND, TOGETHER WITH EUROCLEAR, “EUROCLEAR/CLEARSTREAM”), TO AFLAC INCORPORATED
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE BANK OF NEW
YORK DEPOSITORY (NOMINEES) LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM (AND
ANY PAYMENT IS MADE TO THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF EUROCLEAR/CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
No. ____
CUSIP No. 001055 CL4
ISIN No. XS3372788334
AFLAC INCORPORATED
3.123% Senior Notes due 2033
Principal Amount:
¥ ______________
Regular Record Date:
with respect to each Interest Payment Date, the close of business on May 15 or November 15 immediately preceding such Interest Payment Date
Original Issue Date:
May 28, 2026
Stated Maturity:
May 27, 2033
Interest Payment Dates:
May 28 and November 28, commencing on November 28, 2026, except that the final Interest Payment Date in 2033 shall be the Stated Maturity (short last coupon)
Interest Rate:
3.123% per year
Authorized Denomination:
¥100,000,000 and integral multiples of ¥10,000,000 in excess thereof
A-1
Aflac Incorporated, a
Georgia corporation (the “Company,” which term includes any successor corporation under the Indenture referred to
on the reverse hereof), for value received, hereby promises to pay to The Bank of New York Depository (Nominees) Limited, the
registered holder hereof, as nominee of The Bank of New York Mellon, London Branch, as common depositary for Euroclear/Clearstream,
or registered assigns, the principal sum of ______________ JAPANESE YEN (¥ ______________) on the Stated Maturity shown above,
and to pay interest thereon, and on any overdue installment of interest thereon to the extent permitted by law, from the most recent
Interest Payment Date on which interest has been paid or duly provided for or, if no interest has been paid, from the Original Issue
Date shown above, semi-annually in arrears on each Interest Payment Date as specified above, commencing on November 28, 2026, and on
the Stated Maturity at the rate per year shown above until the principal hereof or such overdue installment is paid or made
available for payment. The interest so payable, and punctually paid or duly provided for, on an Interest Payment Date (other than an
Interest Payment Date that is the Stated Maturity) will, as provided in the Indenture, be paid to the Person in whose name this Note
(as defined on the reverse hereof) is registered at the close of business on the Regular Record Date as specified above next
preceding such Interest Payment Date, provided that any interest payable at the Stated Maturity or on a redemption date will
be paid to the Person to whom principal is payable. Except as otherwise provided in the Indenture, any such interest that is not so
punctually paid or duly provided for will forthwith cease to be payable to the holders on such Regular Record Date and may be paid
as provided in Section 2.7 of the Original Indenture.
Payments of interest on this
Note (as defined on the reverse hereof) will include interest accrued to but excluding the respective Interest Payment Dates. Interest
payments for this Note shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months. In the event that
any date on which interest is payable on this Note is not a Business Day, then payment of the interest payable on such date will be made
on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that,
if such next succeeding Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding
Business Day, in each case with the same force and effect as if made on the date the payment was originally payable. For the purposes
of this Note, “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day in which
banking institutions or trust companies in the City of New York, Tokyo, or London, or the relevant place of payment, are authorized or
required by law, regulation or executive order to close.
A-2
Payment of the principal,
premium, if any, and interest due at the Stated Maturity of, or on a redemption date for, this Note shall be made upon surrender of this
Note at the Corporate Trust Office of the Trustee. Except as described on the reverse hereof, the principal of and interest on this Note
shall be paid in Japanese yen. Payment of interest (including interest on an Interest Payment Date) will be made, subject to such surrender
where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall
appear in the Security register or (ii) by wire transfer at such place and to such account at a banking institution as may be designated
in writing to the Trustee at least 15 days prior to the date for payment by the Person entitled thereto.
The Senior Notes (as defined
on the reverse hereof) will be unsecured obligations of the Company and will rank equally in right of payment with all the other unsecured,
unsubordinated indebtedness of the Company from time to time outstanding. The Senior Notes will rank senior to any subordinated indebtedness
of the Company.
REFERENCE IS HEREBY MADE TO
THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT
AS IF SET FORTH AT THIS PLACE.
Unless the certificate of
authentication hereon has been executed by the Trustee by manual, facsimile or electronic signature, this Note shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any purpose.
A-3
IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed.
AFLAC INCORPORATED,
as Issuer
By:
Name:
Title:
Attest:
Name:
Title:
A-4
CERTIFICATE OF AUTHENTICATION
This is one of the 3.123%
Senior Notes due 2033 referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
as Trustee
Dated:
By
Authorized Signatory
A-5
(Reverse Side of Note)
This note (the “Note”)
represents one of a duly authorized issue of senior notes of the Company issued and issuable in one or more series under a Senior Indenture
dated as of May 21, 2009 (the “Original Indenture”), as supplemented and amended by the Fiftieth Supplemental Indenture
dated as of May 28, 2026 (the “Fiftieth Supplemental Indenture” and, together with the Original Indenture, the
“Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee,”
which term includes any successor trustee under the Indenture), to which Indenture and all indentures incidental thereto reference is
hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee
and the holders of the Senior Notes (as defined below) issued thereunder and of the terms upon which said Senior Notes are, and are to
be, authenticated and delivered. The Securities represented by this Note are one of the series designated on the face hereof as 3.123%
Senior Notes due 2033 (the “Senior Notes”), initially limited in aggregate principal amount to ¥13,100,000,000;
provided, however, that the aggregate principal amount of the Senior Notes may be increased in the future, without the consent
of the holders of the Senior Notes, as provided in the Fiftieth Supplemental Indenture. Capitalized terms used herein for which no
definition is provided herein shall have the meanings set forth in the Indenture.
This Note is exchangeable
in whole or from time to time in part for Senior Notes of this series in definitive registered form only as provided in the Indenture.
If an Event of Default with
respect to the Senior Notes shall occur and be continuing, the principal of the Senior Notes may be declared due and payable in the manner,
with the effect and subject to the conditions provided in the Indenture.
The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the
rights of the holders of the Senior Notes under the Indenture at any time by the Company and the Trustee with the consent of the holders
of not less than a majority in aggregate principal amount of the Senior Notes at the time Outstanding. The Indenture also contains provisions
permitting the holders of specified percentages in principal amount of the Senior Notes at the time Outstanding, on behalf of the holders
of all Senior Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon
all future holders of this Note and of any Senior Note issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon this Note.
The Indenture contains provisions
for defeasance at any time of (i) the entire indebtedness of the Company pursuant to this Note and (ii) restrictive covenants and the
related Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Note.
The Senior Notes will be redeemable,
at the sole option of the Company, in whole or in part from time to time, on and after February 27, 2033 (three months prior to maturity),
at a redemption price equal to 100% of the aggregate principal amount of the Senior Notes to be redeemed plus accrued and unpaid interest
on the principal amount of the Senior Notes to be redeemed, if any, to, but excluding, the redemption date.
A-6
Notice of any redemption at
the option of the Company will be mailed at least 15 days but no more than 60 days before the redemption date to each holder of the Senior
Notes to be redeemed at its registered address.
All payments of principal
and interest in respect of the Senior Notes will be made free and clear of, and without deduction or withholding for or on account of
any present or future taxes, duties, assessments or other governmental charges of whatsoever nature imposed, levied, collected, withheld
or assessed by the United States or any political subdivision or taxing authority of or in the United States (collectively, “Taxes”),
unless such withholding or deduction is required by law.
In the event such withholding
or deduction of Taxes is required by law, subject to the limitations described below, the Company will pay to any Non-U.S. Holder such
additional amounts (“Additional Amounts”) as may be necessary in order that every net payment of principal of or interest
on the Senior Notes (including upon redemption), after deduction or withholding for or on account of such Taxes, will not be less than
the amount provided for in such Senior Notes to be then due and payable before deduction or withholding for or on account of such Taxes.
However, the Company’s
obligation to pay Additional Amounts shall not apply to:
(a) any
Taxes which would not have been so imposed, withheld or deducted but for:
(1) the
existence of any present or former connection between such holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member
or shareholder or other equity owner of, or a person having a power over, such holder or beneficial owner, if such holder or beneficial
owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity) and the United States, including,
without limitation, such holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or other equity owner
or person having such a power) being or having been a citizen or resident or treated as a resident of the United States or being or having
been engaged in a trade or business in the United States or being or having been present in the United States or having or having had
a permanent establishment in the United States;
(2) the
failure of such holder or beneficial owner to comply with any applicable certification, information, documentation or other reporting
requirement concerning the nationality, residence, identity or connection with the United States of such holder or beneficial owner or
otherwise to establish entitlement to a partial or complete exemption from such Taxes (including, but not limited to, the requirement
to provide Internal Revenue Service Form W-8BEN, Form W-8BEN-E, Form W-8ECI, or any subsequent versions thereof or successor thereto,
and including, without limitation, any documentation requirement under an applicable income tax treaty); or
(3) such
holder’s or beneficial owner’s present or former status as a personal holding company, foreign personal holding company, controlled
foreign corporation, passive foreign investment company or foreign tax exempt organization with respect to the United States or as a corporation
that accumulates earnings to avoid United States federal income tax;
A-7
(b) any
Taxes imposed, required, withheld or deducted by reason of the holder or beneficial owner:
(1) owning
or having owned, directly or indirectly, actually or constructively, 10% or more of the total combined voting power of all classes of
the Company’s stock,
(2) being
a bank receiving interest described in section 881(c)(3)(A) of the Internal Revenue Code, or
(3) being
a controlled foreign corporation with respect to the United States that is related to the Company by stock ownership;
(c) any
Taxes which would not have been so imposed, withheld or deducted but for the presentation by the holder or beneficial owner of Senior
Note for payment on a date more than 10 days after the date on which such payment became due and payable or the date on which payment
of the Senior Note is duly provided for and notice is given to holders, whichever occurs later, except to the extent that the holder or
beneficial owner would have been entitled to such additional amounts on presenting such Senior Note on any date during such 10-day period;
(d) any
estate, inheritance, gift, sales, transfer, capital gains, personal property, excise, wealth, interest equalization or similar Taxes;
(e) any
Taxes which are payable otherwise than by withholding from any payment of principal of or interest on such Senior Note;
(f) any
Taxes which are payable by a holder that is not the beneficial owner of the Senior Note, or a portion of the Senior Note, or that is a
fiduciary, partnership, limited liability company or other similar entity, but only to the extent that a beneficial owner, a beneficiary
or settlor with respect to such fiduciary or member of such partnership, limited liability company or similar entity would not have been
entitled to the payment of an additional amount had such beneficial owner, settlor, beneficiary or member received directly its beneficial
or distributive share of the payment;
(g) any
Taxes required to be withheld by any paying agent from any payment of principal of or interest on any Senior Note, if such payment can
be made without such withholding by any other paying agent;
(h) any
Taxes that would not have been imposed, withheld or deducted but for a change in any law, treaty, regulation, or administrative or judicial
interpretation that becomes effective after the applicable payment becomes due or is duly provided for, whichever occurs later, to the
extent such change in law, treaty, regulation or administrative interpretation would apply retroactively to such payment;
A-8
(i) any
Taxes imposed, withheld or deducted under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor provisions
that are substantively comparable) and any current or future regulations or official interpretations thereof (“FATCA”),
any agreement (including any intergovernmental agreement) entered into in connection therewith, or any law, regulation or other official
guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement in respect of FATCA; or
(j) any
combination of items (a), (b), (c), (d), (e), (f), (g), (h) and (i).
For purposes of this section,
the acquisition, ownership, enforcement or holding of or the receipt of any payment with respect to a Senior Note will not constitute
a connection (1) between the holder or beneficial owner and the United States or (2) between a fiduciary, settlor, beneficiary, member
or shareholder or other equity owner of, or a person having a power over, such holder or beneficial owner if such holder or beneficial
owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity and the United States.
Any reference in the Indenture
or in the Senior Notes to principal or interest shall be deemed to refer also to Additional Amounts which may be payable under the provisions
of this section.
Except as specifically provided
in the Senior Notes, the Company will not be required to make any payment with respect to any tax, duty, assessment or other governmental
charge imposed by any government or any political subdivision or taxing authority of or in any government or political subdivision.
Unless previously redeemed
or repurchased and canceled, the Senior Notes will be repayable at par, including Additional Amounts, if any, on May 27, 2033, or such
earlier date on which the same shall be due and payable in accordance with the terms and conditions of the notes. However, if the Stated
Maturity or earlier date of redemption is not a Business Day, the Senior Notes will be payable on the next succeeding Business Day and
no interest shall accrue for the period from the Stated Maturity or relevant redemption date to such payment date.
The Senior Notes may be redeemed
at the option of the Company, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Senior Notes
to be redeemed, together with interest accrued and unpaid on the Senior Notes to be redeemed to, but excluding, the date fixed for redemption,
at any time, on giving not less than 30 nor more than 60 days’ notice if:
(a) the
Company has or will become obligated to pay Additional Amounts as a result of any change in or amendment to the laws, regulations or rulings
of the United States or any political subdivision or any taxing authority of or in the United States affecting taxation, or any change
in or amendment to an official application, interpretation, administration or enforcement of such laws, regulations or rulings, which
change or amendment is announced or becomes effective on or after May 21, 2026 or
(b) any
action shall have been taken by a taxing authority, or any action has been brought in a court of competent jurisdiction, in the United
States or any political subdivision or taxing authority of or in the United States, including any of those actions specified in (a) above,
whether or not such action was taken or brought with respect to the Company, or any change, clarification, amendment, application or interpretation
of such laws, regulations or rulings shall be officially proposed, in any such case on or after May 21, 2026, which results in a substantial
likelihood that the Company will be required to pay Additional Amounts on the next Interest Payment Date. However, no such notice of redemption
shall be given earlier than 90 days prior to the earliest date on which the Company would be, in the case of a redemption for the reasons
specified in (a) above, or there would be a substantial likelihood that the Company would be, in the case of a redemption for the reasons
specified in (b) above, obligated to pay such Additional Amounts if a payment in respect of the notes were then due and at the time such
notification of redemption is given such circumstance remains in effect.
A-9
Prior to the mailing of any
notice of redemption pursuant to this section, the Company will deliver to the Trustee:
(1) a
certificate signed by one of its duly authorized officers stating that the Company is entitled to effect such redemption and setting forth
a statement of facts showing that the conditions precedent to the Company’s right so to redeem have occurred, and
(2) a
written opinion of independent legal counsel of recognized standing to the effect that the Company has or will become obligated to pay
such Additional Amounts as a result of such change or amendment or that there is a substantial likelihood that the Company will be required
to pay such Additional Amounts as a result of such action or proposed change, clarification, amendment, application or interpretation,
as the case may be.
Such notice, once delivered
by the Company to the Trustee, will be irrevocable.
If the yen is unavailable
to the Company due to the imposition of exchange controls or other circumstances beyond its control, then all payments in respect of the
Senior Notes will be made in U.S. dollars until the yen is again available to the Company. In such circumstances, the amount payable on
any date in yen will be converted by the Company into U.S. dollars at the rate mandated by the Board of Governors of the Federal Reserve
System as of the close of business on the second Business Day prior to the relevant payment date or, if the Board of Governors of the
Federal Reserve System has not announced a rate of conversion, on the basis of the most recent U.S. dollar/yen exchange rate published
in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date or, in the event The Wall Street
Journal has not published such exchange rate, the rate will be determined in the Company’s sole discretion on the basis of the most
recently available market exchange rate for yen.
No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this Note at the time, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security register, upon surrender
of this Note for registration of transfer at the office or agency of the Company for such purpose, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company or the Security registrar and duly executed by, the holder hereof
or his attorney duly authorized in writing, and thereupon one or more new Senior Notes, of authorized denominations and of like tenor
and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made
for any such exchange or registration of transfer, but the Company will require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
A-10
Prior to due presentment of
this Note for registration of transfer, the Company, the Trustee, any Person authorized by the Company to pay the principal of or any
premium or interest on any Senior Note on behalf of the Company (a “Paying Agent”) and the Security registrar may deem
and treat the Person in whose name this Note is registered as the absolute owner hereof for all purposes, whether or not this Note be
overdue and notwithstanding any notice of ownership or writing thereon made by anyone other than the Security registrar, and neither the
Company nor the Trustee nor any Paying Agent nor the Security registrar shall be affected by notice to the contrary.
The Senior Notes are issuable
only in registered form without coupons in denominations of ¥100,000,000 and integral multiples of ¥10,000,000 in excess thereof.
As provided in the Indenture and subject to certain limitations therein set forth, Senior Notes are exchangeable for a like aggregate
principal amount of Senior Notes of a different authorized denomination, as requested by the holder surrendering the same upon surrender
of the Senior Note or Senior Notes to be exchanged at the office or agency of the Company.
No recourse shall be had for
payment of the principal of or interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in
respect of the Indenture, against any incorporator, as such or against any past, present or future shareholder, officer or director, as
such, of the Company or of any successor, either directly or through the Company or any successor, under any rule, law statute or constitutional
provision, or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly
waived and released, by the acceptance hereof and as part of the consideration for the issuance hereof.
Unless the certificate of
authentication hereon has been executed by the Trustee by manual, facsimile or electronic signature, this Note shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any purpose.
This Note shall be governed
by, and construed in accordance with, the internal laws of the state of New York.
A-11
ABBREVIATIONS
The following abbreviations,
when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable
laws or regulations:
TEN COM – as tenants in common
UNIF GIFT MIN ACT – Custodian under Uniform Gift to Minors Act
TEN ENT – as tenants by the entireties
(State)
JT TEN – as joint tenants with rights of survivorship and not as tenants in common
CUST – Custodian
Additional abbreviations may also be used
though not on the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s)
and transfer(s) unto
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
POSTAL ZIP CODE OF ASSIGNEE
(please insert Social Security or other identifying
number of assignee) the within Note and all rights thereunder, hereby irrevocably constituting and appointing
agent to transfer said Note on the books of the
Company, with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular
without alteration or enlargement, or any change whatever.
A-12
Exhibit
B
Certificate of Authentication
This is one of the 3.123%
Senior Notes due 2033 referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Trustee
Dated:
By.
Authorized Signatory
B-1
EX-4.4 — EXHIBIT 4.4
EX-4.4
Filename: tm2614650d1_ex4-4.htm · Sequence: 6
Exhibit 4.4
AFLAC INCORPORATED,
AS ISSUER
AND
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
AS TRUSTEE
FIFTY-FIRST SUPPLEMENTAL INDENTURE
Dated as of May 28, 2026
¥7,900,000,000
3.482% Senior Notes due 2036
TABLE OF CONTENTS
3.482% SENIOR NOTES DUE 2036
Page
Article I 3.482% SENIOR NOTES DUE 2036
1
Section 1.01
Establishment
1
Section 1.02
Definitions
2
Section 1.03
Payment
of Principal and Interest
3
Section 1.04
Denominations
3
Section 1.05
Global
Securities
3
Section 1.06
Transfer
4
Section 1.07
Defeasance
4
Section 1.08
Redemption
at the Option of the Company
4
Section 1.09
Selection
of Senior Notes to be Redeemed
4
Section 1.10
Additional
Amounts
4
Section 1.11
Tax
Redemption
7
Section 1.12
Issuance
in Yen
8
Section 1.13
Further
Issues
8
Article II MISCELLANEOUS PROVISIONS
9
Section 2.01
Recitals
by the Company
9
Section 2.02
Amendment
to Sections 2.05 and 2.06 of the Original Indenture Relating to the Execution of Securities and the Certificate of Authentication
9
Section 2.03
Ratification
and Incorporation of Original Indenture
9
Section 2.04
Executed
in Counterparts
10
Section 2.05
New
York Law to Govern
10
Exhibit A Global Note
A-1
Exhibit B Certificate of Authentication
B-1
i
THIS FIFTY-FIRST SUPPLEMENTAL
INDENTURE (this “Fifty-First Supplemental Indenture”) is made as of the 28th day of May, 2026, by and between AFLAC
INCORPORATED, a Georgia corporation, as issuer (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
a national banking association, as trustee (the “Trustee”):
WHEREAS, the Company has heretofore
entered into a Senior Indenture, dated as of May 21, 2009 (the “Original Indenture”), with the Trustee;
WHEREAS, the Original Indenture
is incorporated herein by reference, and the Original Indenture, as supplemented and amended by this Fifty-First Supplemental Indenture,
is herein called the “Indenture”;
WHEREAS, under the Original
Indenture, a new series of senior notes may at any time be established by the Board of Directors of the Company in accordance with the
provisions of the Original Indenture and the terms of such series may be described by a supplemental indenture executed by the Company
and the Trustee;
WHEREAS, the Company proposes
to create under the Indenture a new series of senior notes;
WHEREAS, additional senior
notes of other series hereafter established, except as may be limited in the Original Indenture as at the time supplemented and amended,
may be issued from time to time pursuant to the Indenture as at the time supplemented and amended, and all senior notes issued by the
Company of any one series need not be issued at the same time and, unless otherwise so provided, may be reopened for issuances of additional
senior notes of such series; and
WHEREAS, all things necessary
to authorize the execution and delivery of this Fifty-First Supplemental Indenture and make it a valid and binding agreement of the Company,
in accordance with its terms, have been done.
NOW THEREFORE, in consideration
of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged,
the parties hereto hereby agree as follows:
Article I
3.482%
SENIOR NOTES DUE 2036
Section 1.01
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated
as the Company’s 3.482% Senior Notes due 2036 (the “Senior Notes”).
There are to be authenticated
and delivered Senior Notes, initially limited in aggregate principal amount to ¥7,900,000,000, and no further Senior Notes shall be
authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this
Fifty-First Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the
aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes,
with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other
than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount
of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which
terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated).
Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for
all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes
with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form.
The Senior Notes shall be
issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto.
The form of the Trustee’s
Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto.
Each Senior Note shall be
dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest
Payment Date to which interest has been paid or duly provided for.
Section 1.02
Definitions. The following defined terms used herein shall, unless the context otherwise requires, have the meanings specified
below. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Original Indenture.
“Business Day”
means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day in which banking institutions or trust companies in the City
of New York, Tokyo, or London, or the relevant place of payment, are authorized or required by law, regulation or executive order to close.
“Global Security”
means, with respect to any series of securities, a security authenticated and delivered under the Original Indenture executed by the Company
and held by the Trustee as custodian for the Depositary, all in accordance with the Original Indenture, which shall be registered in the
name of the Depositary or its nominee.
“Interest Payment
Date” means May 28 and November 28 of each year, commencing on November 28, 2026.
“Non-U.S. Holder”
means a beneficial owner of a Senior Note (other than a partnership or other entity or arrangement treated as a partnership for United
States federal income tax purposes) that is not a U.S. holder.
“Regular Record Date”
means, with respect to each Interest Payment Date, the close of business on May 15 or November 15 immediately preceding such Interest
Payment Date.
“Stated Maturity”
means May 28, 2036.
2
Section 1.03
Payment of Principal and Interest. If not previously redeemed, the principal of the Senior Notes shall be due at the Stated
Maturity. The unpaid and outstanding principal amount of the Senior Notes, and any overdue installment of interest thereon to the extent
permitted by law, shall bear interest at the rate of 3.482% per year until paid or made available for payment, such interest to accrue
from the most recent Interest Payment Date on which interest has been paid or duly provided for or, if no interest has been paid, from
May 28, 2026. Interest shall be paid semi-annually in arrears on each Interest Payment Date, commencing on November 28, 2026, to the Person
in whose name the Senior Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest
payable at the Stated Maturity or on a redemption date as provided herein will be paid to the Person to whom principal is payable. Any
such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the holders on such Regular Record
Date and may be paid as provided in Section 2.7 of the Original Indenture.
Payments of interest on the
Senior Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Senior Notes
shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which interest
is payable on the Senior Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding
day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such next succeeding
Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on the date the payment was originally payable.
Payment of the principal,
premium, if any, and interest due at the Stated Maturity of, or on a redemption date for, the Senior Notes shall be made upon surrender
of the Senior Notes at the Corporate Trust Office of the Trustee. Except as described in Section 1.12 below, the principal of and
interest on the Senior Notes shall be paid in Japanese yen. Payments of interest (including interest on an Interest Payment Date) will
be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security register or (ii) by wire transfer at such place and to such account at a banking
institution in the United States as may be designated in writing to the Trustee at least 15 days prior to the date for payment by the
Person entitled thereto.
Section 1.04
Denominations. The Senior Notes will be issued only in denominations of ¥100,000,000 and integral multiples of ¥10,000,000
in excess thereof.
Section 1.05
Global Securities. The Senior Notes will initially be represented by one or more fully registered global notes. Each such
Senior Note will be deposited with, or on behalf of, a common depositary, and registered in the name of the nominee of the common depositary
for the accounts of Clearstream Banking, S.A. (“Clearstream”) and Euroclear Bank SA/NV (“Euroclear”).
The Senior Notes may be held through Clearstream or Euroclear, either as a participant in such systems or indirectly through organizations
which are participants in such systems. Clearstream and Euroclear will hold interests in the Senior Notes on behalf of their respective
participating organizations or customers through customers’ securities accounts in Clearstream’s or Euroclear’s names
on the books of their respective depositaries. Book-entry interests in the Senior Notes and all transfers relating to the Senior Notes
will be reflected in the book-entry records of Clearstream and Euroclear.
3
Owners of beneficial interests
in such Global Securities will not be entitled to have the Senior Notes registered in their names, will not receive or be entitled to
receive physical delivery of the Senior Notes in definitive form and will not be considered the owners or holders of the notes under the
Indenture, including for purposes of receiving any reports delivered by the Company or the Trustee pursuant to the Indenture. Accordingly,
each person owning a beneficial interest in a Senior Note must rely on the procedures of the depositary and, if such person is not a participant,
on the procedures of the participant through which such person owns its interest, in order to exercise any rights of a holder of the Senior
Notes.
Section 1.06
Transfer. No service charge will be made for any registration of transfer or exchange of Senior Notes, but payment will
be required of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.
Section 1.07
Defeasance. The provisions of Sections 10.4 and 10.5 of the Original Indenture will apply to the Senior Notes.
Section 1.08
Redemption at the Option of the Company. The Senior Notes will be redeemable, at the sole option of the Company, in whole
or in part from time to time, on and after November 28, 2035 (six months prior to maturity), at a redemption price equal to 100% of
the aggregate principal amount of the Senior Notes to be redeemed plus accrued and unpaid interest on the principal amount of the Senior
Notes to be redeemed, if any, to, but excluding, the redemption date.
Notwithstanding Section 12.2
of the Original Indenture, notice of any redemption pursuant to this Section 1.08 of the Supplemental Indenture will be mailed
at least 15 days but no more than 60 days before the redemption date to each holder of the Senior Notes to be redeemed at its registered
address.
Section 1.09
Selection of Senior Notes to be Redeemed. If less than all of the Senior Notes are to be redeemed, the principal amount
of such Senior Notes held by each beneficial owner of such Senior Notes to be redeemed shall be selected by the Trustee in accordance
with the applicable procedures of Clearstream and Euroclear. Senior Notes, and portions of Senior Notes, may be selected in amounts of
¥100,000,000 and integral multiples of ¥10,000,000 in excess thereof.
Section 1.10
Additional Amounts. All payments of principal and interest in respect of the Senior Notes will be made free and clear of,
and without deduction or withholding for or on account of any present or future taxes, duties, assessments or other governmental charges
of whatsoever nature imposed, levied, collected, withheld or assessed by the United States or any political subdivision or taxing authority
of or in the United States (collectively, “Taxes”), unless such withholding or deduction is required by law.
In the event such withholding
or deduction of Taxes is required by law, subject to the limitations described below, the Company will pay to any Non-U.S. Holder such
additional amounts (“Additional Amounts”) as may be necessary in order that every net payment of principal of or interest
on the Senior Notes (including upon redemption), after deduction or withholding for or on account of such Taxes, will not be less than
the amount provided for in such Senior Notes to be then due and payable before deduction or withholding for or on account of such Taxes.
4
However, the Company’s
obligation to pay Additional Amounts shall not apply to:
(a)
any Taxes which would not have been so imposed, withheld or deducted but for:
(1)
the existence of any present or former connection between such holder or beneficial owner (or between a fiduciary, settlor, beneficiary,
member or shareholder or other equity owner of, or a person having a power over, such holder or beneficial owner, if such holder or beneficial
owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity) and the United States, including,
without limitation, such holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or other equity owner
or person having such a power) being or having been a citizen or resident or treated as a resident of the United States or being or having
been engaged in a trade or business in the United States or being or having been present in the United States or having or having had
a permanent establishment in the United States;
(2)
the failure of such holder or beneficial owner to comply with any applicable certification, information, documentation or other
reporting requirement concerning the nationality, residence, identity or connection with the United States of such holder or beneficial
owner or otherwise to establish entitlement to a partial or complete exemption from such Taxes (including, but not limited to, the requirement
to provide Internal Revenue Service Form W-8BEN, Form W-8BEN-E, Form W-8ECI, or any subsequent versions thereof or successor thereto,
and including, without limitation, any documentation requirement under an applicable income tax treaty); or
(3)
such holder’s or beneficial owner’s present or former status as a personal holding company, foreign personal holding
company, controlled foreign corporation, passive foreign investment company or foreign tax exempt organization with respect to the United
States or as a corporation that accumulates earnings to avoid United States federal income tax;
(b)
any Taxes imposed, required, withheld or deducted by reason of the holder or beneficial owner:
(1)
owning or having owned, directly or indirectly, actually or constructively, 10% or more of the total combined voting power of all
classes of the Company’s stock,
(2)
being a bank receiving interest described in section 881(c)(3)(A) of the Internal Revenue Code, or
(3)
being a controlled foreign corporation with respect to the United States that is related to the Company by stock ownership;
5
(c)
any Taxes which would not have been so imposed, withheld or deducted but for the presentation by the holder or beneficial owner
of Senior Note for payment on a date more than 10 days after the date on which such payment became due and payable or the date on which
payment of the Senior Note is duly provided for and notice is given to holders, whichever occurs later, except to the extent that the
holder or beneficial owner would have been entitled to such additional amounts on presenting such Senior Note on any date during such
10-day period;
(d)
any estate, inheritance, gift, sales, transfer, capital gains, personal property, excise, wealth, interest equalization or similar
Taxes;
(e)
any Taxes which are payable otherwise than by withholding from any payment of principal of or interest on such Senior Note;
(f)
any Taxes which are payable by a holder that is not the beneficial owner of the Senior Note, or a portion of the Senior Note, or
that is a fiduciary, partnership, limited liability company or other similar entity, but only to the extent that a beneficial owner, a
beneficiary or settlor with respect to such fiduciary or member of such partnership, limited liability company or similar entity would
not have been entitled to the payment of an additional amount had such beneficial owner, settlor, beneficiary or member received directly
its beneficial or distributive share of the payment;
(g)
any Taxes required to be withheld by any paying agent from any payment of principal of or interest on any Senior Note, if such
payment can be made without such withholding by any other paying agent;
(h)
any Taxes that would not have been imposed, withheld or deducted but for a change in any law, treaty, regulation, or administrative
or judicial interpretation that becomes effective after the applicable payment becomes due or is duly provided for, whichever occurs later,
to the extent such change in law, treaty, regulation or administrative interpretation would apply retroactively to such payment;
(i)
any Taxes imposed, withheld or deducted under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor
provisions that are substantively comparable) and any current or future regulations or official interpretations thereof (“FATCA”),
any agreement (including any intergovernmental agreement) entered into in connection therewith, or any law, regulation or other official
guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement in respect of FATCA; or
(j)
any combination of items (a), (b), (c), (d), (e), (f), (g), (h) and (i).
For purposes of this section,
the acquisition, ownership, enforcement or holding of or the receipt of any payment with respect to a Senior Note will not constitute
a connection (1) between the holder or beneficial owner and the United States or (2) between a fiduciary, settlor, beneficiary, member
or shareholder or other equity owner of, or a person having a power over, such holder or beneficial owner if such holder or beneficial
owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity and the United States.
6
Any reference in the Indenture
or in the Senior Notes to principal or interest shall be deemed to refer also to Additional Amounts which may be payable under the provisions
of this section.
Except as specifically provided
in the Senior Notes, the Company will not be required to make any payment with respect to any tax, duty, assessment or other governmental
charge imposed by any government or any political subdivision or taxing authority of or in any government or political subdivision.
Section 1.11
Tax Redemption. Unless previously redeemed or repurchased and canceled, the Senior Notes will be repayable at par, including
Additional Amounts, if any, on May 28, 2036, or such earlier date on which the same shall be due and payable in accordance with the terms
and conditions of the notes. However, if the Stated Maturity or earlier date of redemption is not a Business Day, the Senior Notes will
be payable on the next succeeding Business Day and no interest shall accrue for the period from the Stated Maturity or relevant redemption
date to such payment date.
The Senior Notes may be redeemed
at the option of the Company, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Senior Notes
to be redeemed, together with interest accrued and unpaid on the Senior Notes to be redeemed to, but excluding, the date fixed for redemption,
at any time, on giving not less than 30 nor more than 60 days’ notice if:
(a)
the Company has or will become obligated to pay Additional Amounts as a result of any change in or amendment to the laws, regulations
or rulings of the United States or any political subdivision or any taxing authority of or in the United States affecting taxation, or
any change in or amendment to an official application, interpretation, administration or enforcement of such laws, regulations or rulings,
which change or amendment is announced or becomes effective on or after May 21, 2026, or
(b)
any action shall have been taken by a taxing authority, or any action has been brought in a court of competent jurisdiction, in
the United States or any political subdivision or taxing authority of or in the United States, including any of those actions specified
in (a) above, whether or not such action was taken or brought with respect to the Company, or any change, clarification, amendment, application
or interpretation of such laws, regulations or rulings shall be officially proposed, in any such case on or after May 21, 2026, which
results in a substantial likelihood that the Company will be required to pay Additional Amounts on the next Interest Payment Date.
However, no such notice of
redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be, in the case of a redemption for
the reasons specified in (a) above, or there would be a substantial likelihood that the Company would be, in the case of a redemption
for the reasons specified in (b) above, obligated to pay such Additional Amounts if a payment in respect of the notes were then due and
at the time such notification of redemption is given such circumstance remains in effect.
7
Prior to the mailing of any
notice of redemption pursuant to this section, the Company will deliver to the Trustee:
(1)
a certificate signed by one of its duly authorized officers stating that the Company is entitled to effect such redemption and
setting forth a statement of facts showing that the conditions precedent to the Company’s right so to redeem have occurred, and
(2)
a written opinion of independent legal counsel of recognized standing to the effect that the Company has or will become obligated
to pay such Additional Amounts as a result of such change or amendment or that there is a substantial likelihood that the Company will
be required to pay such Additional Amounts as a result of such action or proposed change, clarification, amendment, application or interpretation,
as the case may be.
Such notice, once delivered
by the Company to the Trustee, will be irrevocable.
Section 1.12
Issuance in Yen. If the yen is unavailable to the Company due to the imposition of exchange controls or other circumstances
beyond its control, then all payments in respect of the Senior Notes will be made in U.S. dollars until the yen is again available to
the Company. In such circumstances, the amount payable on any date in yen will be converted by the Company into U.S. dollars at the rate
mandated by the Board of Governors of the Federal Reserve System as of the close of business on the second Business Day prior to the relevant
payment date or, if the Board of Governors of the Federal Reserve System has not announced a rate of conversion, on the basis of the most
recent U.S. dollar/yen exchange rate published in The Wall Street Journal on or prior to the second Business Day prior to the relevant
payment date or, in the event The Wall Street Journal has not published such exchange rate, the rate will be determined in the Company’s
sole discretion on the basis of the most recently available market exchange rate for yen. Any payment in respect of the Senior Notes so
made in U.S. dollars will not constitute an Event of Default under the Senior Notes or the Indenture.
Section 1.13
Further Issues. The Company may from time to time, without notice to or the consent of the registered holders of Senior
Notes, create and issue further notes ranking equally with the Senior Notes in all respects. Such further notes may be consolidated and
form a single series with the Senior Notes and have the same terms as to status, redemption or otherwise as the notes (other than the
issue date of such further notes and first payment of interest following the issue date of such further Senior Notes); provided
that such additional Senior Notes are fungible for United States Federal income tax purposes with any then-existing Senior Notes.
8
Article II
MISCELLANEOUS
PROVISIONS
Section 2.01
Recitals by the Company. The recitals in this Fifty-First Supplemental Indenture are made by the Company only and not by
the Trustee, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Fifty-First Supplemental Indenture or of the Senior Notes. The Trustee shall not be accountable for the use or
application by the Company of the Senior Notes or the proceeds thereof All of the provisions contained in the Original Indenture in respect
of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Senior Notes and of this
Fifty-First Supplemental Indenture as fully and with like effect as if set forth herein in full.
Section 2.02
Amendment to Sections 2.05 and 2.06 of the Original Indenture Relating to the Execution of Securities and the Certificate of
Authentication. Sections 2.05 and 2.06 of the Original Indenture are amended and restated, with respect to the Senior Notes issued
on the date hereof, to read as follows:
Section 2.05 Execution
of Securities. The Securities and, if applicable, each Coupon appertaining thereto shall be signed on behalf of the Issuer by the
chairman or vice chairman of its Board of Directors or its president or any executive, senior or other vice president or its treasurer,
but need not, be attested. Such signatures may be the manual, facsimile or electronic signatures of the present or any future such officers.
Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Security
that has been duly authenticated and delivered by the Trustee.
In case any officer of
the Issuer who shall have signed any of the Securities or Coupons, if any, shall cease to be such officer before the Security or Coupon
so signed (or the Security to which the Coupon so signed appertains) shall be authenticated and delivered by the Trustee or disposed of
by the Issuer, such Security or Coupon nevertheless may be authenticated and delivered or disposed of as though the person who signed
such Security or Coupon had not ceased to be such officer of the Issuer; and any Security or Coupon may be signed on behalf of the Issuer
by such persons as, at the actual date of the execution of such Security or Coupon, shall be the proper officers of the Issuer, although
at the date of the execution and delivery of this Indenture any such person was not such an officer.
Section 2.06 Certificate
of Authentication. Only such Securities as shall bear thereon a certificate of authentication substantially in the form herein before
recited, executed by the Trustee by the manual, facsimile or electronic signature of one of its authorized signatories, shall be entitled
to the benefits of this Indenture or be valid or obligatory for any purpose. No Coupon shall be entitled to the benefits of this Indenture
or shall be valid and obligatory for any purpose until the certificate of authentication on the Security to which such Coupon appertains
shall have been duly executed by the Trustee. The execution of such certificate by the Trustee upon any Security executed by the Issuer
shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder
is entitled to the benefits of this Indenture.
Section 2.03
Ratification and Incorporation of Original Indenture. As supplemented hereby, the Original Indenture is in all respects
ratified and confirmed, and the Original Indenture and this Fifty-First Supplemental Indenture shall be read, taken and construed as
one and the same instrument.
9
Section 2.04
Executed in Counterparts. This Fifty-First Supplemental Indenture may be simultaneously executed in several counterparts,
each of which shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument. The
exchange of copies of this Fifty-First Supplemental Indenture and of manual, facsimile or electronic signature pages shall constitute
effective execution and delivery of this Supplemental Indenture as to the parties hereto.
Section 2.05
New York Law to Govern. This Fifty-First Supplemental Indenture and each Senior Note shall be deemed to be a contract under
the laws of the state of New York, and for all purposes shall be construed in accordance with the laws of such state, except as may be
required by mandatory provisions of law.
10
IN WITNESS WHEREOF, each party
hereto has caused this instrument to be signed in its name and behalf by its duly authorized officers, all as of the day and year first
above written.
AFLAC INCORPORATED,
as Issuer
By
/s/
Sebastian Cahill
Name:
Sebastian Cahill
Title:
Vice President and Treasurer
[Signature
Page to Fifty-First Supplemental Indenture]
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Trustee
By
/s/
April Bradley
Name:
April Bradley
Title:
Vice President
[Signature Page to Fifty-First Supplemental Indenture]
Exhibit
A
Global Note
3.482% Senior Note due 2036
THIS NOTE IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE FIFTY-FIRST SUPPLEMENTAL INDENTURE TO THE ORIGINAL INDENTURE HEREINAFTER REFERRED TO. UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK, SA/NV, AS OPERATOR OF THE EUROCLEAR SYSTEM (“EUROCLEAR”) AND
CLEARSTREAM BANKING, S.A. (“CLEARSTREAM” AND, TOGETHER WITH EUROCLEAR, “EUROCLEAR/CLEARSTREAM”), TO AFLAC INCORPORATED
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE BANK OF NEW
YORK DEPOSITORY (NOMINEES) LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM (AND
ANY PAYMENT IS MADE TO THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF EUROCLEAR/CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
No. ____
CUSIP No. 001055 CM2
ISIN No. XS3372800212
AFLAC INCORPORATED
3.482% Senior Notes due 2036
Principal Amount:
¥ ______________
Regular Record Date:
with respect to each Interest Payment Date, the close of business on May 15 or November 15 immediately preceding such Interest Payment Date
Original Issue Date:
May 28, 2026
Stated Maturity:
May 28, 2036
Interest Payment Dates:
May 28 and November 28, commencing on November 28, 2026
Interest Rate:
3.482% per year
Authorized Denomination:
¥100,000,000 and integral multiples of ¥10,000,000 in excess thereof
A-1
Aflac Incorporated, a
Georgia corporation (the “Company,” which term includes any successor corporation under the Indenture referred to
on the reverse hereof), for value received, hereby promises to pay to The Bank of New York Depository (Nominees) Limited, the
registered holder hereof, as nominee of The Bank of New York Mellon, London Branch, as common depositary for Euroclear/Clearstream,
or registered assigns, the principal sum of ______________ JAPANESE YEN (¥ ______________) on the Stated Maturity shown above,
and to pay interest thereon, and on any overdue installment of interest thereon to the extent permitted by law, from the most recent
Interest Payment Date on which interest has been paid or duly provided for or, if no interest has been paid, from the Original Issue
Date shown above, semi-annually in arrears on each Interest Payment Date as specified above, commencing on November 28, 2026, and on
the Stated Maturity at the rate per year shown above until the principal hereof or such overdue installment is paid or made
available for payment. The interest so payable, and punctually paid or duly provided for, on an Interest Payment Date (other than an
Interest Payment Date that is the Stated Maturity) will, as provided in the Indenture, be paid to the Person in whose name this Note
(as defined on the reverse hereof) is registered at the close of business on the Regular Record Date as specified above next
preceding such Interest Payment Date, provided that any interest payable at the Stated Maturity or on a redemption date will
be paid to the Person to whom principal is payable. Except as otherwise provided in the Indenture, any such interest that is not so
punctually paid or duly provided for will forthwith cease to be payable to the holders on such Regular Record Date and may be paid
as provided in Section 2.7 of the Original Indenture.
Payments of interest on this
Note (as defined on the reverse hereof) will include interest accrued to but excluding the respective Interest Payment Dates. Interest
payments for this Note shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months. In the event that
any date on which interest is payable on this Note is not a Business Day, then payment of the interest payable on such date will be made
on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that,
if such next succeeding Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding
Business Day, in each case with the same force and effect as if made on the date the payment was originally payable. For the purposes
of this Note, “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day in which
banking institutions or trust companies in the City of New York, Tokyo, or London, or the relevant place of payment, are authorized or
required by law, regulation or executive order to close.
A-2
Payment of the principal,
premium, if any, and interest due at the Stated Maturity of, or on a redemption date for, this Note shall be made upon surrender of this
Note at the Corporate Trust Office of the Trustee. Except as described on the reverse hereof, the principal of and interest on this Note
shall be paid in Japanese yen. Payment of interest (including interest on an Interest Payment Date) will be made, subject to such surrender
where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall
appear in the Security register or (ii) by wire transfer at such place and to such account at a banking institution as may be designated
in writing to the Trustee at least 15 days prior to the date for payment by the Person entitled thereto.
The Senior Notes (as defined
on the reverse hereof) will be unsecured obligations of the Company and will rank equally in right of payment with all the other unsecured,
unsubordinated indebtedness of the Company from time to time outstanding. The Senior Notes will rank senior to any subordinated indebtedness
of the Company.
REFERENCE IS HEREBY MADE TO
THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT
AS IF SET FORTH AT THIS PLACE.
Unless the certificate of
authentication hereon has been executed by the Trustee by manual, facsimile or electronic signature, this Note shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any purpose.
A-3
IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed.
AFLAC INCORPORATED,
as Issuer
By:
Name:
Title:
Attest:
Name:
Title:
A-4
CERTIFICATE OF AUTHENTICATION
This is one of the 3.482%
Senior Notes due 2036 referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
as Trustee
Dated:
By
Authorized Signatory
A-5
(Reverse Side of Note)
This note (the “Note”)
represents one of a duly authorized issue of senior notes of the Company issued and issuable in one or more series under a Senior Indenture
dated as of May 21, 2009 (the “Original Indenture”), as supplemented and amended by the Fifty-First Supplemental Indenture
dated as of May 28, 2026 (the “Fifty-First Supplemental Indenture” and, together with the Original Indenture, the
“Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee,”
which term includes any successor trustee under the Indenture), to which Indenture and all indentures incidental thereto reference is
hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee
and the holders of the Senior Notes (as defined below) issued thereunder and of the terms upon which said Senior Notes are, and are to
be, authenticated and delivered. The Securities represented by this Note are one of the series designated on the face hereof as 3.482%
Senior Notes due 2036 (the “Senior Notes”), initially limited in aggregate principal amount to ¥7,900,000,000;
provided, however, that the aggregate principal amount of the Senior Notes may be increased in the future, without the consent
of the holders of the Senior Notes, as provided in the Fifty-First Supplemental Indenture. Capitalized terms used herein for which no
definition is provided herein shall have the meanings set forth in the Indenture.
This Note is exchangeable
in whole or from time to time in part for Senior Notes of this series in definitive registered form only as provided in the Indenture.
If an Event of Default with
respect to the Senior Notes shall occur and be continuing, the principal of the Senior Notes may be declared due and payable in the manner,
with the effect and subject to the conditions provided in the Indenture.
The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the
rights of the holders of the Senior Notes under the Indenture at any time by the Company and the Trustee with the consent of the holders
of not less than a majority in aggregate principal amount of the Senior Notes at the time Outstanding. The Indenture also contains provisions
permitting the holders of specified percentages in principal amount of the Senior Notes at the time Outstanding, on behalf of the holders
of all Senior Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon
all future holders of this Note and of any Senior Note issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon this Note.
The Indenture contains provisions
for defeasance at any time of (i) the entire indebtedness of the Company pursuant to this Note and (ii) restrictive covenants and the
related Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Note.
The Senior Notes will be redeemable,
at the sole option of the Company, in whole or in part from time to time, on and after November 28, 2035 (six months prior to maturity),
at a redemption price equal to 100% of the aggregate principal amount of the Senior Notes to be redeemed plus accrued and unpaid interest
on the principal amount of the Senior Notes to be redeemed, if any, to, but excluding, the redemption date.
A-6
Notice of any redemption at
the option of the Company will be mailed at least 15 days but no more than 60 days before the redemption date to each holder of the Senior
Notes to be redeemed at its registered address.
All payments of principal
and interest in respect of the Senior Notes will be made free and clear of, and without deduction or withholding for or on account of
any present or future taxes, duties, assessments or other governmental charges of whatsoever nature imposed, levied, collected, withheld
or assessed by the United States or any political subdivision or taxing authority of or in the United States (collectively, “Taxes”),
unless such withholding or deduction is required by law.
In the event such withholding
or deduction of Taxes is required by law, subject to the limitations described below, the Company will pay to any Non-U.S. Holder such
additional amounts (“Additional Amounts”) as may be necessary in order that every net payment of principal of or interest
on the Senior Notes (including upon redemption), after deduction or withholding for or on account of such Taxes, will not be less than
the amount provided for in such Senior Notes to be then due and payable before deduction or withholding for or on account of such Taxes.
However, the Company’s
obligation to pay Additional Amounts shall not apply to:
(a) any
Taxes which would not have been so imposed, withheld or deducted but for:
(1) the
existence of any present or former connection between such holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member
or shareholder or other equity owner of, or a person having a power over, such holder or beneficial owner, if such holder or beneficial
owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity) and the United States, including,
without limitation, such holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or other equity owner
or person having such a power) being or having been a citizen or resident or treated as a resident of the United States or being or having
been engaged in a trade or business in the United States or being or having been present in the United States or having or having had
a permanent establishment in the United States;
(2) the
failure of such holder or beneficial owner to comply with any applicable certification, information, documentation or other reporting
requirement concerning the nationality, residence, identity or connection with the United States of such holder or beneficial owner or
otherwise to establish entitlement to a partial or complete exemption from such Taxes (including, but not limited to, the requirement
to provide Internal Revenue Service Form W-8BEN, Form W-8BEN-E, Form W-8ECI, or any subsequent versions thereof or successor thereto,
and including, without limitation, any documentation requirement under an applicable income tax treaty); or
(3) such
holder’s or beneficial owner’s present or former status as a personal holding company, foreign personal holding company, controlled
foreign corporation, passive foreign investment company or foreign tax exempt organization with respect to the United States or as a corporation
that accumulates earnings to avoid United States federal income tax;
A-7
(b) any
Taxes imposed, required, withheld or deducted by reason of the holder or beneficial owner:
(1) owning
or having owned, directly or indirectly, actually or constructively, 10% or more of the total combined voting power of all classes of
the Company’s stock,
(2) being
a bank receiving interest described in section 881(c)(3)(A) of the Internal Revenue Code, or
(3) being
a controlled foreign corporation with respect to the United States that is related to the Company by stock ownership;
(c) any
Taxes which would not have been so imposed, withheld or deducted but for the presentation by the holder or beneficial owner of Senior
Note for payment on a date more than 10 days after the date on which such payment became due and payable or the date on which payment
of the Senior Note is duly provided for and notice is given to holders, whichever occurs later, except to the extent that the holder or
beneficial owner would have been entitled to such additional amounts on presenting such Senior Note on any date during such 10-day period;
(d) any
estate, inheritance, gift, sales, transfer, capital gains, personal property, excise, wealth, interest equalization or similar Taxes;
(e) any
Taxes which are payable otherwise than by withholding from any payment of principal of or interest on such Senior Note;
(f) any
Taxes which are payable by a holder that is not the beneficial owner of the Senior Note, or a portion of the Senior Note, or that is a
fiduciary, partnership, limited liability company or other similar entity, but only to the extent that a beneficial owner, a beneficiary
or settlor with respect to such fiduciary or member of such partnership, limited liability company or similar entity would not have been
entitled to the payment of an additional amount had such beneficial owner, settlor, beneficiary or member received directly its beneficial
or distributive share of the payment;
(g) any
Taxes required to be withheld by any paying agent from any payment of principal of or interest on any Senior Note, if such payment can
be made without such withholding by any other paying agent;
(h) any
Taxes that would not have been imposed, withheld or deducted but for a change in any law, treaty, regulation, or administrative or judicial
interpretation that becomes effective after the applicable payment becomes due or is duly provided for, whichever occurs later, to the
extent such change in law, treaty, regulation or administrative interpretation would apply retroactively to such payment;
A-8
(i) any
Taxes imposed, withheld or deducted under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor provisions
that are substantively comparable) and any current or future regulations or official interpretations thereof (“FATCA”),
any agreement (including any intergovernmental agreement) entered into in connection therewith, or any law, regulation or other official
guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement in respect of FATCA; or
(j) any
combination of items (a), (b), (c), (d), (e), (f), (g), (h) and (i).
For purposes of this section,
the acquisition, ownership, enforcement or holding of or the receipt of any payment with respect to a Senior Note will not constitute
a connection (1) between the holder or beneficial owner and the United States or (2) between a fiduciary, settlor, beneficiary, member
or shareholder or other equity owner of, or a person having a power over, such holder or beneficial owner if such holder or beneficial
owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity and the United States.
Any reference in the Indenture
or in the Senior Notes to principal or interest shall be deemed to refer also to Additional Amounts which may be payable under the provisions
of this section.
Except as specifically provided
in the Senior Notes, the Company will not be required to make any payment with respect to any tax, duty, assessment or other governmental
charge imposed by any government or any political subdivision or taxing authority of or in any government or political subdivision.
Unless previously redeemed
or repurchased and canceled, the Senior Notes will be repayable at par, including Additional Amounts, if any, on May 28, 2036, or such
earlier date on which the same shall be due and payable in accordance with the terms and conditions of the notes. However, if the Stated
Maturity or earlier date of redemption is not a Business Day, the Senior Notes will be payable on the next succeeding Business Day and
no interest shall accrue for the period from the Stated Maturity or relevant redemption date to such payment date.
The Senior Notes may be redeemed
at the option of the Company, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Senior Notes
to be redeemed, together with interest accrued and unpaid on the Senior Notes to be redeemed to, but excluding, the date fixed for redemption,
at any time, on giving not less than 30 nor more than 60 days’ notice if:
(a) the
Company has or will become obligated to pay Additional Amounts as a result of any change in or amendment to the laws, regulations or rulings
of the United States or any political subdivision or any taxing authority of or in the United States affecting taxation, or any change
in or amendment to an official application, interpretation, administration or enforcement of such laws, regulations or rulings, which
change or amendment is announced or becomes effective on or after May 21, 2026 or
(b) any
action shall have been taken by a taxing authority, or any action has been brought in a court of competent jurisdiction, in the United
States or any political subdivision or taxing authority of or in the United States, including any of those actions specified in (a) above,
whether or not such action was taken or brought with respect to the Company, or any change, clarification, amendment, application or interpretation
of such laws, regulations or rulings shall be officially proposed, in any such case on or after May 21, 2026, which results in a substantial
likelihood that the Company will be required to pay Additional Amounts on the next Interest Payment Date. However, no such notice of redemption
shall be given earlier than 90 days prior to the earliest date on which the Company would be, in the case of a redemption for the reasons
specified in (a) above, or there would be a substantial likelihood that the Company would be, in the case of a redemption for the reasons
specified in (b) above, obligated to pay such Additional Amounts if a payment in respect of the notes were then due and at the time such
notification of redemption is given such circumstance remains in effect.
A-9
Prior to the mailing of any
notice of redemption pursuant to this section, the Company will deliver to the Trustee:
(1) a
certificate signed by one of its duly authorized officers stating that the Company is entitled to effect such redemption and setting forth
a statement of facts showing that the conditions precedent to the Company’s right so to redeem have occurred, and
(2) a
written opinion of independent legal counsel of recognized standing to the effect that the Company has or will become obligated to pay
such Additional Amounts as a result of such change or amendment or that there is a substantial likelihood that the Company will be required
to pay such Additional Amounts as a result of such action or proposed change, clarification, amendment, application or interpretation,
as the case may be.
Such notice, once delivered
by the Company to the Trustee, will be irrevocable.
If the yen is unavailable
to the Company due to the imposition of exchange controls or other circumstances beyond its control, then all payments in respect of the
Senior Notes will be made in U.S. dollars until the yen is again available to the Company. In such circumstances, the amount payable on
any date in yen will be converted by the Company into U.S. dollars at the rate mandated by the Board of Governors of the Federal Reserve
System as of the close of business on the second Business Day prior to the relevant payment date or, if the Board of Governors of the
Federal Reserve System has not announced a rate of conversion, on the basis of the most recent U.S. dollar/yen exchange rate published
in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date or, in the event The Wall Street
Journal has not published such exchange rate, the rate will be determined in the Company’s sole discretion on the basis of the most
recently available market exchange rate for yen.
No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this Note at the time, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security register, upon surrender
of this Note for registration of transfer at the office or agency of the Company for such purpose, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company or the Security registrar and duly executed by, the holder hereof
or his attorney duly authorized in writing, and thereupon one or more new Senior Notes, of authorized denominations and of like tenor
and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made
for any such exchange or registration of transfer, but the Company will require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
A-10
Prior to due presentment of
this Note for registration of transfer, the Company, the Trustee, any Person authorized by the Company to pay the principal of or any
premium or interest on any Senior Note on behalf of the Company (a “Paying Agent”) and the Security registrar may deem
and treat the Person in whose name this Note is registered as the absolute owner hereof for all purposes, whether or not this Note be
overdue and notwithstanding any notice of ownership or writing thereon made by anyone other than the Security registrar, and neither the
Company nor the Trustee nor any Paying Agent nor the Security registrar shall be affected by notice to the contrary.
The Senior Notes are issuable
only in registered form without coupons in denominations of ¥100,000,000 and integral multiples of ¥10,000,000 in excess thereof.
As provided in the Indenture and subject to certain limitations therein set forth, Senior Notes are exchangeable for a like aggregate
principal amount of Senior Notes of a different authorized denomination, as requested by the holder surrendering the same upon surrender
of the Senior Note or Senior Notes to be exchanged at the office or agency of the Company.
No recourse shall be had for
payment of the principal of or interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in
respect of the Indenture, against any incorporator, as such or against any past, present or future shareholder, officer or director, as
such, of the Company or of any successor, either directly or through the Company or any successor, under any rule, law statute or constitutional
provision, or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly
waived and released, by the acceptance hereof and as part of the consideration for the issuance hereof.
Unless the certificate of
authentication hereon has been executed by the Trustee by manual, facsimile or electronic signature, this Note shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any purpose.
This Note shall be governed
by, and construed in accordance with, the internal laws of the state of New York.
A-11
ABBREVIATIONS
The following abbreviations,
when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable
laws or regulations:
TEN COM – as tenants in common
UNIF GIFT MIN ACT – Custodian under Uniform Gift to Minors Act
TEN ENT – as tenants by the entireties
(State)
JT TEN – as joint tenants with rights of survivorship and not as tenants in common
CUST – Custodian
Additional abbreviations may also be used
though not on the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s)
and transfer(s) unto
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
POSTAL ZIP CODE OF ASSIGNEE
(please insert Social Security or other identifying
number of assignee) the within Note and all rights thereunder, hereby irrevocably constituting and appointing
agent to transfer said Note on the books of the
Company, with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular
without alteration or enlargement, or any change whatever.
A-12
Exhibit
B
Certificate of Authentication
This is one of the 3.482%
Senior Notes due 2036 referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Trustee
Dated:
By.
Authorized Signatory
B-1
EX-5.1 — EXHIBIT 5.1
EX-5.1
Filename: tm2614650d1_ex5-1.htm · Sequence: 7
Exhibit 5.1
Aflac Incorporated
1932 Wynnton Road
Columbus, Georgia 31999
May 28, 2026
Mizuho Securities USA LLC
1271 Avenue of the Americas
New York, New York 10020
United States
SMBC Nikko Securities America, Inc.
277 Park Avenue
New York, New York 10172
United States
Morgan Stanley & Co. International plc
25 Cabot Square
Canary Wharf
London E14 4QA
United Kingdom
MUFG Securities EMEA plc
Ropemaker Place
25 Ropemaker Street
London EC2Y 9AJ
United Kingdom
As Representatives of the several Underwriters
Re: Aflac Incorporated – ¥3,100,000,000 2.117% Senior Notes due 2029, ¥41,800,000,000 2.802% Senior Notes due 2031, ¥13,100,000,000
3.123% Senior Notes due 2033 and ¥7,900,000,000 3.482% Senior Notes due 2036
Ladies and Gentlemen:
I am the Senior Executive Vice President and General
Counsel to Aflac Incorporated, a Georgia corporation (the “Company”), and as such have acted as counsel for the Company
in connection with the Underwriting Agreement, dated May 21, 2026 (the “Underwriting Agreement”), between the several
Underwriters named therein (the “Underwriters”), for whom you are acting as Representatives, and the Company, relating to
the sale by the Company to the Underwriters of ¥3,100,000,000 aggregate principal amount of 2.117% Senior Notes due 2029 (the “2029
Notes”), ¥41,800,000,000 aggregate principal amount of 2.802% Senior Notes due 2031 (the “2031 Notes”),
¥13,100,000,000 aggregate principal amount of 3.123% Senior Notes due 2033 (the “2033 Notes”) and ¥7,900,000,000
aggregate principal amount of 3.482% Senior Notes due 2036 (the “2036 Notes” and, together with the 2029 Notes, the
2031 Notes and the 2033 Notes, the “Securities”), to be issued under the Senior Debt Indenture, dated as of May 21,
2009 (the “Base Indenture”), as supplemented (i) in the case of the 2029 Notes, by the Forty-Eighth Supplemental Indenture,
dated the date hereof (together with the Base Indenture, the “2029 Indenture”), (ii) in the case of the 2031 Notes,
by the Forty-Ninth Supplemental Indenture, dated the date hereof (together with the Base Indenture, the “2031 Indenture”),
(iii) in the case of the 2033 Notes, by the Fiftieth Supplemental Indenture, dated the date hereof (together with the Base Indenture,
the “2033 Indenture”) and (iv) in the case of the 2036 Notes, by the Fifty-First Supplemental Indenture, dated the
date hereof (together with the Base Indenture, the “2036 Indenture” and, the 2036 Indenture, together with the 2029
Indenture, the 2031 Indenture and the 2033 Indenture, the “Indentures”), each between the Company and The Bank of New
York Mellon Trust Company, N.A., as Trustee (the “Trustee”).
Mizuho Securities USA LLC
SMBC Nikko Securities America, Inc.
Morgan Stanley & Co. International plc
MUFG Securities EMEA plc
As Representatives of the several Underwriters
May 28, 2026
Page 2
This opinion is being furnished to you pursuant
to Section 10(d) of the Underwriting Agreement. All capitalized terms not expressly defined herein are intended to have the respective
meanings as defined in the Underwriting Agreement.
In connection with this opinion, I, or attorneys
under my supervision, have examined and relied on originals or copies, certified or otherwise identified to my satisfaction, of such documents,
corporate records and other instruments as I have deemed necessary or appropriate in connection with this opinion, including:
a) the registration statement on Form S-3ASR (File No. 333-281977) of the Company relating to the Securities and other securities
of the Company filed with the Securities and Exchange Commission (the “Commission”) on September 6, 2024 under the
Securities Act of 1933, as amended (the “Securities Act”), allowing for delayed offerings pursuant to Rule 415
of the General Rules and Regulations under the Securities Act (the “Rules and Regulations”), including the Incorporated
Documents (as defined below) and the information deemed to be a part of the registration statement pursuant to Rule 430B of the Rules
and Regulations (such registration statement as so amended, being hereinafter referred to as the “Registration Statement”);
b) the prospectus, dated September 6, 2024 (the “Base Prospectus”), which forms a part of and is included in the Registration
Statement;
Mizuho Securities USA LLC
SMBC Nikko Securities America, Inc.
Morgan Stanley & Co. International plc
MUFG Securities EMEA plc
As Representatives of the several Underwriters
May 28, 2026
Page 3
c) the preliminary prospectus supplement, dated May 18, 2026 (together with the Base Prospectus and the Incorporated Documents, the “Preliminary
Prospectus”) relating to the offering of the Securities, in the form filed by the Company with the Commission pursuant to Rule 424(b)
of the Rules and Regulations;
d) the prospectus supplement, dated May 21, 2026 (together with the Base Prospectus and the Incorporated Documents, the “Prospectus”),
relating to the offering of the Securities, in the form filed by the Company with the Commission pursuant to Rule 424(b) of the Rules
and Regulations;
e) the “issuer free writing prospectus,” dated May 21, 2026, filed with the Commission on May 21, 2026 relating to the Securities;
f) the documents described on Schedule A hereto filed by the Company with the Commission pursuant to the Securities Exchange Act
of 1934, as amended and incorporated by reference into the Prospectus or the Preliminary Prospectus, as the case may be, as of the date
of the Underwriting Agreement or as of the date hereof, respectively (collectively, the “Incorporated Documents”);
g) an executed copy of the Underwriting Agreement;
h) the form of securities included in the Indenture;
i) an executed copy of the Base Indenture;
j) an executed copy of the Forty-Eighth Supplemental Indenture;
k) an executed copy of the Forty-Ninth Supplemental Indenture;
l) an executed copy of the Fiftieth Supplemental Indenture;
m) an executed copy of the Fifty-First Supplemental Indenture;
n) the Statement of Eligibility under the Trust Indenture Act of 1939, as amended, on Form T-1, of the Trustee;
o) the Articles of Incorporation of the Company, as amended, as certified by the Secretary of State of the State of Georgia (the “Articles
of Incorporation”);
p) the Amended and Restated Bylaws of the Company, as certified by J. Matthew Loudermilk, Corporate Secretary of the Company (the “Bylaws”);
Mizuho Securities USA LLC
SMBC Nikko Securities America, Inc.
Morgan Stanley & Co. International plc
MUFG Securities EMEA plc
As Representatives of the several Underwriters
May 28, 2026
Page 4
q) resolutions of the Board of Directors of the Company adopted on August 13, 2024 and February 10, 2026, as certified by J. Matthew
Loudermilk, Corporate Secretary of the Company;
r) a certificate, dated May 11, 2026, and facsimiles bringdown thereof, dated May 21, 2026 and May 28, 2026, from the Secretary of State
of Georgia as to the Company’s existence and good standing (the “Georgia Certificate”);
s) a certificate, dated May 11, 2026, and facsimiles bringdown thereof, dated May 21, 2026 and May 28, 2026, from the Secretary of State
of Nebraska as to the existence and good standing of American Family Life Assurance Company of Columbus (“Aflac U.S.”)
(the “Nebraska Certificate”);
t) a certificate, dated May 21, 2026, from the Nebraska Department of Insurance as to Aflac U.S.’s authorization to issue policies
and transact the business of insurance in the State of Nebraska (the “Nebraska Compliance Certificate”); and
u) bringdown certificates, dated May 21, 2026 and May 28, 2026, from the Tokyo Legal Affairs Bureau Shinjuku Branch as to all current
matters of corporate registration and good standing of Aflac Life Insurance Japan Ltd. (“Aflac Japan,” and together
with Aflac U.S., the “Significant Subsidiaries”) (together with the Georgia Certificate and the Nebraska Certificate,
the “Good Standing Certificates”).
I have also examined originals or copies, certified
or otherwise identified to my satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials,
certificates of officers or other representatives of the Company and others, and such other documents as I have deemed necessary or appropriate
as a basis for the opinions set forth herein.
In my examination, I have assumed the legal capacity
of all natural persons, the genuineness of all signatures, including endorsements, the authenticity of all documents submitted to me as
originals, the conformity to original documents of all documents submitted to me as certified, conformed, photostatic, electronic or facsimile
copies and the authenticity of the originals of such documents. In making my examination of executed documents or documents to be executed,
I have assumed that the parties thereto, other than the Company, had or will have the power, corporate or other, to enter into and perform
all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and that such documents constitute, or will constitute, valid and binding obligations of such
parties.
Mizuho Securities USA LLC
SMBC Nikko Securities America, Inc.
Morgan Stanley & Co. International plc
MUFG Securities EMEA plc
As Representatives of the several Underwriters
May 28, 2026
Page 5
The Underwriting Agreement, the Securities and
the Indenture are referred to herein collectively as the “Transaction Documents.” As used herein, (i) “Governmental
Authorities” means any court, regulatory body, administrative agency or governmental body of the State of Georgia, the United States
of America or Japan having jurisdiction over the Company under applicable laws, rules and regulations; and (ii) “Governmental
Approval” means any consent, approval, license, authorization or validation of, or filing, qualification or registration with, any
Governmental Authority required to be made or obtained by the Company pursuant to applicable laws, rules and regulations.
The opinions set forth below are subject to the
following further qualifications, assumptions and limitations: the opinions set forth in paragraphs 2 and 3 below with respect to the
valid existence and good standing of the Significant Subsidiaries are based solely upon the Nebraska Certificate, the Japan Certificate
and the Nebraska Compliance Certificate.
I am admitted to the Bar in the State of Georgia
and I do not express any opinion as to any laws other than (i) the laws of the State of Georgia and (ii) the federal laws of
the United States of America to the extent referred to specifically herein. The opinions expressed herein are based on laws in effect
on the date hereof, which laws are subject to change with possible retroactive effect.
Based upon and subject to the foregoing, I am of
the opinion that:
1. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Georgia
with power and authority (corporate and other) to own, lease and operate its properties and conduct its business as described in the Prospectus.
2. Aflac U.S. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Nebraska
with power and authority (corporate and other) to own, lease and operate its properties and conduct its business as described in the Prospectus;
and all of the issued shares of capital stock of Aflac U.S. are owned directly by the Company, free and clear of all liens, encumbrances,
equities or claims.
3. Aflac Japan has been duly incorporated and is validly existing as a stock corporation in good standing under the laws of Japan with
power and authority (corporate and other) to own, lease and operate its properties and conduct its business as described in the Prospectus;
and all of the issued shares of capital stock of Aflac Japan are owned indirectly by the Company, free and clear of all liens, encumbrances,
equities or claims.
4. The Company has an authorized capitalization as set forth in the Prospectus.
Mizuho Securities USA LLC
SMBC Nikko Securities America, Inc.
Morgan Stanley & Co. International plc
MUFG Securities EMEA plc
As Representatives of the several Underwriters
May 28, 2026
Page 6
5. The Company and the Significant Subsidiaries are each duly qualified as a foreign corporation for the transaction of business and
each of them is in good standing under the laws of each jurisdiction in which it owns or leases properties or conducts any business so
as to require such qualification, except to the extent that the failure to be so qualified and in good standing would not have a
Material Adverse Effect.
6. To the best of my knowledge, there are no legal or governmental proceedings pending to which the Company is a party or to which any
property of the Company is subject that are required to be disclosed in the Prospectus pursuant to Item 103 of Regulation S-K of
the Rules and Regulations that are not so disclosed or that, if determined adversely to the Company and its subsidiaries, taken as a whole,
would individually or in the aggregate have a Material Adverse Effect on the current or future consolidated financial position, shareholders’
equity or results of operations of the Company and the Significant Subsidiaries; and, to the best of my knowledge, no such proceedings
are threatened or contemplated by Governmental Authorities or threatened by others.
7. Each of the Company’s subsidiaries that is required to be organized or licensed as an insurance company in its jurisdiction
of incorporation (including jurisdictions outside of the United States) is licensed or registered as an insurance company or under an
insurance holding company act in its respective jurisdiction of organization or incorporation, as the case may be, and is duly licensed
or authorized or registered, as the case may be, in each other jurisdiction where it is required to be so licensed or authorized or registered
to conduct its business as described in the Prospectus as amended or supplemented.
8. The Underwriting Agreement has been duly authorized, executed and delivered by the Company.
9. The Indentures have been duly authorized, executed and delivered by the Company; the Securities have been duly authorized and executed
by the Company; and the Securities and the Indentures conform to the descriptions thereof in the Prospectus.
10. The execution and delivery by the Company of the Transaction Documents and the consummation by the Company of the transactions contemplated
thereby, including the issuance and sale of the Securities, will not (i) violate or conflict with the Articles of Incorporation or
the Bylaws, (ii) violate, conflict with or constitute a default under any agreement or instrument to which the Company is a party
or the Company or any of its properties is subject or (iii) violate or conflict with, or result in any contravention of, any law
of the State of Georgia, Governmental Approval or any judicial or regulatory order or decree of any Governmental Authority applicable
to the Company, the Significant Subsidiaries or any of their properties, except, in the case of clauses (ii) and (iii), for such conflicts
or violations which would not, individually or in the aggregate, have a Material Adverse Effect and would not adversely affect the validity
or performance of the Company’s obligations under the Securities, the Indentures and the Underwriting Agreement.
Mizuho Securities USA LLC
SMBC Nikko Securities America, Inc.
Morgan Stanley & Co. International plc
MUFG Securities EMEA plc
As Representatives of the several Underwriters
May 28, 2026
Page 7
11. No Governmental Approval, which has not been obtained or taken and is not in full force and effect, is required to authorize, or is
required for, the execution or delivery of the Transaction Documents by the Company or the consummation by the Company of the transactions
contemplated thereby, including the issuance and sale of the Securities. None of the Company, the Significant Subsidiaries or American
Family Life Assurance Company of New York is in violation of its articles of incorporation or bylaws or the other organizational
documents or in default in the performance or observance of any material obligations, covenant or condition contained in any other agreement
or instrument to which it is a party or by which it or any of its properties may be bound, except for such violations or defaults which
would not, individually or in the aggregate, have a Material Adverse Effect and would not adversely affect the validity or performance
of the Company’s obligations under the Securities, the Indentures and the Underwriting Agreement.
12. The documents incorporated by reference in the Prospectus or any further amendment or supplement thereto made by the Company prior
to the Closing Date (other than the financial statements and related schedules therein, as to which I express no opinion), when they were
filed and when they became effective with the Commission, as the case may be, complied as to form in all material respects with the requirements
of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder.
This opinion is furnished only to you and is solely
for your benefit in connection with the closing occurring today and the offering of the Securities, in each case pursuant to the Transaction
Documents. Without my prior written consent, this opinion may not be used, circulated, quoted or otherwise referred to for any other purpose
or relied upon by, or assigned to, any other person for any purpose, including any other person that acquires Securities or that seeks
to assert your rights in respect of this opinion (other than your successor in interest by means of merger, consolidation, transfer of
a business or other similar transaction). Notwithstanding the foregoing, the Trustee may rely on paragraphs (1) and (9) of this opinion
as though such paragraph had been addressed to the Trustee.
Mizuho Securities USA LLC
SMBC Nikko Securities America, Inc.
Morgan Stanley & Co. International plc
MUFG Securities EMEA plc
As Representatives of the several Underwriters
May 28, 2026
Page 8
Very
truly yours,
/s/
Audrey B. Tillman, Esq.
Audrey
B. Tillman, Esq.
Senior
Executive Vice President & General Counsel
Schedule A
Documents Incorporated by Reference
1. Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Commission on February 25, 2026 (including
the portions of the Company’s Definitive Proxy Statement, filed with the SEC on March 19, 2026, that are incorporated by reference
therein).
2. Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the Commission on May 6, 2026.
3. Current Reports on Form 8-K filed with the Commission on May 7, 2026 and May 14, 2026.
EX-5.2 — EXHIBIT 5.2
EX-5.2
Filename: tm2614650d1_ex5-2.htm · Sequence: 8
Exhibit 5.2
Skadden,
Arps, Slate, Meagher & Flom llp
One Manhattan West
New York,
NY 10001
________
TEL: (212) 735-3000
FAX: (212) 735-2000
www.skadden.com
FIRM/AFFILIATE
OFFICES
_______
BOSTON
CHICAGO
HOUSTON
LOS ANGELES
PALO ALTO
WASHINGTON, D.C.
WILMINGTON
______
ABU DHABI
BEIJING
BRUSSELS
FRANKFURT
HONG KONG
LONDON
MUNICH
PARIS
SÃO PAULO
SEOUL
SINGAPORE
TOKYO
TORONTO
May 28, 2026
Aflac Incorporated
1932 Wynnton Road
Columbus, Georgia 31999
RE: Aflac Incorporated
Registration Statement
on Form S-3
Ladies and Gentlemen:
We have acted as special United States counsel to
Aflac Incorporated, a Georgia corporation (the “Company”), in connection with the public offering of ¥3,100,000,000
aggregate principal amount of 2.117% Senior Notes due 2029 (the “2029 Notes”), ¥41,800,000,000 aggregate principal
amount of 2.802% Senior Notes due 2031 (the “2031 Notes”), ¥13,100,000,000 aggregate principal amount of 3.123%
Senior Notes due 2033 (the “2033 Notes”) and ¥7,900,000,000 aggregate principal amount of 3.482% Senior Notes due
2036 (the “2036 Notes” and together with the 2029 Notes, the 2031 Notes and the 2033 Notes, the “Securities”),
to be issued under the Indenture, dated as of May 21, 2009 (the “Base Indenture”), between the Company and The Bank
of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”), as supplemented (i) in the case
of the 2029 Notes, by the Forty-Eighth Supplemental Indenture, dated the date hereof (the “Forty-Eighth Supplemental Indenture”
and, together with the Original Indenture, the “2029 Indenture”), (ii) in the case of the 2031 Notes, by the Forty-Ninth
Supplemental Indenture, dated the date hereof (the “Forty-Ninth Supplemental Indenture” and, together with the Original
Indenture, the “2031 Indenture”) (iii) in the case of the 2033 Notes, by the Fiftieth Supplemental Indenture, dated
the date hereof (the “Fiftieth Supplemental Indenture” and, together with the Original Indenture, the “2033
Indenture”) and (iv) in the case of the 2036 Notes, by the Fifty-First Supplemental Indenture, dated the date hereof (the “Fifty-First
Supplemental Indenture” and, together with the Original Indenture, the “2036 Indenture”, and the 2036 Indenture,
together with the 2029 Indenture, 2031 Indenture and the 2033 Indenture, the “Indentures”), each dated as of the date
hereof between the Company and the Trustee.
Aflac Incorporated
May 28, 2026
Page 2
This opinion letter is being furnished in accordance
with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 (the “Securities Act”).
In rendering the opinion stated herein, we have examined
and relied upon the following:
(a) the
registration statement on Form S-3ASR (File No. 333-281977) of the Company relating to debt securities and other securities of the
Company filed with the Securities and Exchange Commission (the “Commission”) on September 6, 2024, under the Securities
Act, allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Rules
and Regulations”), including the information deemed to be a part of the registration statement pursuant to Rule 430B of the
Rules and Regulations (such registration statement being hereinafter referred to as the “Registration Statement”);
(b) the
prospectus, dated September 6, 2024 (the “Base Prospectus”), relating to debt securities and other securities of the
Company, which forms a part of and is included in the Registration Statement;
(c) the
preliminary prospectus supplement, dated May 18, 2026 (together with the Base Prospectus, the “Preliminary Prospectus”),
relating to the offering of the Securities, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;
(d) the
prospectus supplement, dated May 21, 2026 (the “Prospectus Supplement” and, together with the Base Prospectus, the
“Prospectus”), relating to the offering of the Securities, in the form filed with the Commission pursuant to Rule 424(b)
of the Rules and Regulations;
(e) an executed
copy of the Underwriting Agreement, dated May 21, 2026 (the “Underwriting Agreement”), among the several underwriters
named therein (the “Underwriters”), and the Company, relating to the issuance and sale by the Company to the Underwriters
of the Securities;
(f) an executed
copy of the Base Indenture;
(g) an executed
copy of the Forty-Eighth Supplemental Indenture;
(h) an executed
copy of the Forty-Ninth Supplemental Indenture;
(i) an executed
copy of the Fiftieth Supplemental Indenture;
(j) an executed
copy of the Fifty-First Supplemental Indenture; and
Aflac Incorporated
May 28, 2026
Page 3
(k) the
global certificates evidencing the Securities, executed by the Company and registered in the name of the nominee of the common depositary
for the accounts of Euroclear Bank SA/NV and Clearstream Banking, société anonyme (the “Note Certificates”),
delivered by the Company to the Trustee for authentication and delivery.
We have also examined originals or copies, certified
or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials,
certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate
as a basis for the opinion stated below.
In our examination, we have assumed the genuineness
of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic,
certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinion stated
herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives
of the Company and others and of public officials, including the factual representations and warranties contained in the Underwriting
Agreement.
We do not express any opinion with respect to the
laws of any jurisdiction other than the laws, of the State of New York (the “Opined-on Law”).
As used herein, “Transaction Documents”
means the Underwriting Agreement, the Indentures and the Note Certificates.
Based upon the foregoing and subject to the qualifications
and assumptions stated herein, we are of the opinion that the Note Certificates, when duly authenticated by the Trustee and issued and
delivered by the Company against payment therefor in accordance with the terms of the Underwriting Agreement and the Indentures, the Note
Certificates will constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms
under the laws of the State of New York.
The opinion stated herein is subject to the following
assumptions and qualifications:
(a) we do
not express any opinion with respect to the effect on the opinion stated herein of any bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer, preference and other similar laws or governmental orders affecting creditors’ rights generally, and the opinion
stated herein is limited by such laws and governmental orders and by general principles of equity (regardless of whether enforcement is
sought in equity or at law);
(b) we do
not express any opinion with respect to any law, rule, regulation or order that is applicable to any party to any of the Transaction Documents
or the transactions contemplated thereby solely because such law, rule, regulation or order is part of a regulatory regime applicable
to any such party or any of its affiliates as a result of the specific assets or business operations of such party or such affiliates;
Aflac Incorporated
May 28, 2026
Page 4
(c) except
to the extent expressly stated in the opinion contained herein, we have assumed that each of the Transaction Documents constitutes the
valid and binding obligation of each party to such Transaction Document, enforceable against such party in accordance with its terms;
(d) we do
not express any opinion with respect to the enforceability of any provision contained in any Transaction Document relating to any indemnification,
contribution, non-reliance, exculpation, release, limitation or exclusion of remedies, waiver or other provisions having similar effect
that may be contrary to public policy or violative of federal or state securities laws, rules, regulations or orders, or to the extent
any such provision purports to waive or alter, or has the effect of waiving or altering, any statute of limitations;
(e) we do
not express any opinion whether the execution or delivery of any Transaction Document by the Company, or the performance by the Company
of its obligations under any Transaction Document will constitute a violation of, or a default under, any covenant, restriction or provision
with respect to financial ratios or tests or any aspect of the financial condition or results of operations of the Company or any of its
subsidiaries;
(f) the
opinion stated herein is limited to the agreements and documents specifically identified in the opinion contained herein (the “Specified
Documents”) without regard to any agreement or other document referenced in any Specified Document (including agreements or
other documents incorporated by reference or attached or annexed thereto) and without regard to any other agreement or document relating
to any Specified Document that is not a Transaction Document;
(g) subsequent
to the effectiveness of the Indentures and immediately prior to the effectiveness of the Supplemental Indentures, the Indentures have
not been amended, restated, supplemented or otherwise modified in any way that affects or relates to the Note Certificates other than
by the applicable Transaction Documents relating to such Securities;
(h) to the
extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions contained
in any Transaction Document, the opinion stated herein is subject to the qualification that such enforceability may be subject to, in
each case, (i) the exceptions and limitations in New York General Obligations Law Sections 5-1401 and 5-1402 and (ii) principles
of comity and constitutionality;
(i) we do not express any opinion
with respect to the enforceability of any provision contained in any Transaction Document providing for indemnity by any party thereto
against any loss in obtaining the currency due to such party under any Transaction Document from a court judgment in another currency;
and
(j) we do not express any opinion
as to the creation, perfection or priority of any security interest or the validity of any mortgage or deed of trust;
Aflac Incorporated
May 28, 2026
Page 5
(k) we have assumed, with your
consent, that the choice of Japanese Yen as the currency in which the Securities are denominated does not contravene any exchange control
or other laws of Japan and further we call to your attention that a court may not award a judgment in any currency other than U.S. dollars;
and
(l) this
opinion letter shall be interpreted in accordance with customary practice of United States lawyers who regularly give opinions in transactions
of this type.
In addition, in rendering the foregoing opinion we
have also assumed that, at all applicable times:
(a) the
Company (i) was duly incorporated and was validly existing and in good standing, (ii) had requisite legal status and legal capacity under
the laws of the jurisdiction of its organization and (iii) has complied and will comply with all aspects of the laws of the jurisdiction
of its organization in connection with the transactions contemplated by, and the performance of its obligations under, the Transaction
Documents;
(b) the
Company had the corporate power and authority to execute, deliver and perform all of its obligations under each of the Transaction Documents;
(c) each
of the Transaction Documents had been duly authorized, executed and delivered by all requisite corporate action on the part of the Company;
(d) neither
the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations thereunder,
including the issuance and sale of the Securities: (i) conflicted or will conflict with the certificate of incorporation, by-laws or any
other comparable organizational document of the Company, (ii) constituted or will constitute a violation of, or a default under, any lease,
indenture, agreement or other instrument to which the Company or its property is subject (except that we do not make the assumption set
forth in this clause (iii) with respect to those agreements or instruments expressed to be governed by the laws of the State of New
York which are listed in Part II of the Registration Statement or the Company’s Annual Report on Form 10-K for the year
ended December 31, 2025), (iv) contravened or will contravene any order or decree of any governmental authority to which the Company
or its property is subject, or (v) violated or will violate any law, rule or regulation to which the Company or its property is subject
(except that we do not make the assumption set forth in this clause (v) with respect to the Opined-on Law); and
(e) neither
the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations thereunder,
including the issuance and sale of the Securities, required or will require the consent, approval, licensing or authorization of, or any
filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction.
Aflac Incorporated
May 28, 2026
Page 6
We hereby consent to the reference to our firm under
the heading “Legal Matters” in the Preliminary Prospectus and the Prospectus. In giving this consent, we do not thereby admit
that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations.
We also hereby consent to the filing of this opinion letter with the Commission as an exhibit to the Company’s Current Report on
Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement. This opinion letter is expressed
as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the
facts stated or assumed herein or of any subsequent changes in applicable laws.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher
& Flom LLP
DSY
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May 21, 2026
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