0001193125-08-108088 Sample Contracts

STANCORP FINANCIAL GROUP, INC. and MELLON INVESTOR SERVICES LLC Amended and Restated Rights Agreement Dated as of [April 20, 2009]
Rights Agreement • May 8th, 2008 • Stancorp Financial Group Inc • Accident & health insurance • Oregon

This AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of [April 20, 2009] (the “Agreement”), between StanCorp Financial Group, Inc., an Oregon corporation (the “Company”), and Mellon Investor Services LLC (the “Rights Agent”).

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FORM OF STANCORP FINANCIAL GROUP, INC. NON-STATUTORY STOCK OPTION AGREEMENT
Non-Statutory Stock Option Agreement • May 8th, 2008 • Stancorp Financial Group Inc • Accident & health insurance

THIS AGREEMENT is made between StanCorp Financial Group, Inc., an Oregon corporation (the “Company”), and [ ] (the “Optionee”), pursuant to the Company’s 2002 Stock Incentive Plan (the “Plan”). The Company and the Optionee agree as follows:

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