Stancorp Financial Group Inc Sample Contracts

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Rights Agreement • March 12th, 1999 • Stancorp Financial Group Inc • Blank checks • Oregon
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RECITALS: --------
Credit Agreement • July 3rd, 2002 • Stancorp Financial Group Inc • Accident & health insurance
WITNESSETH ----------
Rights Agreement • May 7th, 1999 • Stancorp Financial Group Inc • Services-hospitals • Oregon
STANCORP FINANCIAL GROUP, INC. Debt Securities Underwriting Agreement Standard Provisions
Underwriting Agreement • November 6th, 2012 • Stancorp Financial Group Inc • Accident & health insurance • New York

From time to time, StanCorp Financial Group, Inc., an Oregon corporation (the “Company”), may enter into one or more underwriting agreements in the form of Annex A hereto that incorporate by reference these Standard Provisions (collectively with these Standard Provisions, an “Underwriting Agreement”) that provide for the sale of the securities designated in such Underwriting Agreement (the “Securities”) to the several Underwriters named therein (the “Underwriters”), for whom the Underwriter(s) named therein shall act as representative (the “Representative”). The Underwriting Agreement, including these Standard Provisions, is sometimes referred to herein as this “Agreement”. The Securities will be issued pursuant to an Indenture dated as of September 25, 2002 (the “Base Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented and amended by a supplemental indenture thereto to be dated as of the Closing Date (as defined herein) (the

STANCORP FINANCIAL GROUP, INC. and MELLON INVESTOR SERVICES LLC Amended and Restated Rights Agreement Dated as of April 20, 2009
Rights Agreement • August 3rd, 2011 • 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”).

May 26, 2000
Line of Credit Agreement • August 14th, 2000 • Stancorp Financial Group Inc • Services-hospitals
EXHIBIT 10.9 __________________________________________________________________ ______________ CREDIT AGREEMENT
Credit Agreement • August 14th, 2000 • Stancorp Financial Group Inc • Services-hospitals • Oregon
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Indenture • July 3rd, 2002 • Stancorp Financial Group Inc • Accident & health insurance • New York
PURCHASE AGREEMENT
Purchase Agreement • May 30th, 2007 • Stancorp Financial Group Inc • Accident & health insurance • New York
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Acquisition Agreement • March 14th, 2001 • Stancorp Financial Group Inc • Services-hospitals • Oregon
RECITALS
Credit Agreement • November 13th, 2001 • Stancorp Financial Group Inc • Accident & health insurance
RECITALS
Change of Control Agreement • March 14th, 2001 • Stancorp Financial Group Inc • Services-hospitals • Oregon
INDEMNITY AGREEMENT
Indemnification Agreement • August 9th, 2005 • Stancorp Financial Group Inc • Accident & health insurance • Oregon

THIS AGREEMENT is made as of [ ], by and between StanCorp Financial Group, Inc., an Oregon corporation (“Company”), and [ ] (“Indemnitee”), an officer or director of the Company.

CREDIT AGREEMENT DATED AS OF JUNE 15, 2006 AMONG STANCORP FINANCIAL GROUP, INC., as Borrower, THE LENDERS LISTED HEREIN, as Lenders, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and U.S. BANK NATIONAL ASSOCIATION, as Syndication Agent
Credit Agreement • June 16th, 2006 • Stancorp Financial Group Inc • Accident & health insurance • New York

This CREDIT AGREEMENT is dated as of June 15, 2006 and entered into by and among STANCORP FINANCIAL GROUP, INC., an Oregon corporation (“Company”), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a “Lender” and collectively as “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as administrative agent for Lenders (in such capacity, “Administrative Agent”), and U.S. BANK NATIONAL ASSOCIATION, as syndication agent for Lenders (in such capacity, “Syndication Agent”).

Exhibit 1.1 FORM OF UNDERWRITING AGREEMENT STANCORP FINANCIAL GROUP, INC.
Underwriting Agreement • March 22nd, 1999 • Stancorp Financial Group Inc • Blank checks • New York
CREDIT AGREEMENT dated as of June 22, 2012 by and among STANCORP FINANCIAL GROUP, INC, as Borrower, The Lenders Referred to Herein, as Lenders, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and Issuing Lender, U.S....
Credit Agreement • June 22nd, 2012 • Stancorp Financial Group Inc • Accident & health insurance • New York

CREDIT AGREEMENT, dated as of June 22, 2012, by and among STANCORP FINANCIAL GROUP, INC., an Oregon corporation (the “Borrower”), the lenders signature hereto and the lenders who may become a party to this Agreement pursuant to the terms hereof (collectively with the lenders party hereto, the “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders, U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Syndication Agent and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as Documentation Agent.

AGREEMENT AND PLAN OF MERGER by and among MEIJI YASUDA LIFE INSURANCE COMPANY, MYL INVESTMENTS (DELAWARE) INC. and STANCORP FINANCIAL GROUP, INC. Dated as of July 23, 2015
Merger Agreement • July 24th, 2015 • Stancorp Financial Group Inc • Accident & health insurance • Oregon

AGREEMENT AND PLAN OF MERGER, dated as of July 23, 2015 (the “Agreement”), by and among MEIJI YASUDA LIFE INSURANCE COMPANY, a mutual insurance company (seimei hoken sōgo-kaisha) organized under the Laws of Japan (“Parent”), MYL INVESTMENTS (DELAWARE) INC., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and STANCORP FINANCIAL GROUP, INC., an Oregon corporation (the “Company”). Capitalized terms used but not defined elsewhere in this Agreement shall have the meanings set forth in Section 8.15.

RELEASE OF GUARANTIES AND SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 5th, 2004 • Stancorp Financial Group Inc • Accident & health insurance • Oregon

THIS RELEASE OF GUARANTIES AND SECOND AMENDMENT TO CREDIT AGREEMENT (“this Second Amendment”) is made and entered into as of the 28th day of June, 2004, by and between STANCORP FINANCIAL GROUP, INC., an Oregon corporation (the “Borrower”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Bank”).

AGREEMENT THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements set forth below, the parties agree as follows:
Change of Control Agreement • March 12th, 1999 • Stancorp Financial Group Inc • Blank checks • Oregon
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STANCORP FINANCIAL GROUP, INC. LONG-TERM INCENTIVE AWARD AGREEMENT FOR MANAGEMENT COMMITTEE EXECUTIVES AND KEY EMPLOYEES ( Performance Period)
Long-Term Incentive Award Agreement • February 26th, 2016 • Stancorp Financial Group Inc • Accident & health insurance • Oregon

Effective as of , the Organization and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of StanCorp Financial Group, Inc., an Oregon corporation (the “Company”), has approved, and the Company hereby grants, a performance-based cash award to (the “Employee”) on the terms and conditions of this Long-Term Incentive Award Agreement (this “Agreement”). By accepting this award, the Employee agrees to all of the terms and conditions of this Agreement. The Company and the Employee agree as follows:

CREDIT AGREEMENT Between STANCORP FINANCIAL GROUP, INC. And KEYBANK NATIONAL ASSOCIATION Dated as of June 30, 2003
Credit Agreement • August 7th, 2003 • Stancorp Financial Group Inc • Accident & health insurance • Ohio

Matters described in the Borrower’s reports filed with the Securities and Exchange Commission, copies of which have been provided to the Bank.

FIRST SUPPLEMENTAL INDENTURE Dated as of May 29, 2007 to INDENTURE Dated as of May 21, 2007
First Supplemental Indenture • May 30th, 2007 • Stancorp Financial Group Inc • Accident & health insurance • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of May 29, 2007 (this “First Supplemental Indenture”), between StanCorp Financial Group, Inc., a corporation duly organized and existing under the laws of the State of Oregon (hereinafter called the “Company”) and U.S. Bank National Association, a national banking association, as trustee (hereinafter called the “Trustee”) under the Indenture dated as of May 21, 2007 between the Company and the Trustee (the “Base Indenture”, and together with this First Supplemental Indenture, the “Indenture”).

STANCORP FINANCIAL GROUP, INC. LONG-TERM INCENTIVE AWARD AGREEMENT (20 Performance Period)
Long-Term Incentive Award Agreement • May 9th, 2006 • Stancorp Financial Group Inc • Accident & health insurance • Oregon

This Long-Term Incentive Award Agreement (this “Agreement”) is made effective as of between StanCorp Financial Group, Inc., an Oregon corporation (the “Company”) and (the “Employee”).

Recitals
Replacement Capital Covenant • May 30th, 2007 • Stancorp Financial Group Inc • Accident & health insurance
CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • December 15th, 2010 • Stancorp Financial Group Inc • Accident & health insurance • Oregon

This Change of Control Agreement (the “Agreement”) is entered into effective as of <<DATE>> by and between STANCORP FINANCIAL GROUP, INC., an Oregon corporation (the “Company”), having its principal place of business at 1100 SW Sixth Avenue, Portland, Oregon 97204, and <<NAME>> (“Executive”), whose address is <<ADDRESS>>.

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 5th, 2003 • Stancorp Financial Group Inc • Accident & health insurance

This First Amendment To Credit Agreement (this “Amendment”), dated as of July 1, 2003, is by and between StanCorp Financial Group, Inc., an Oregon corporation (the ”Borrower”), and U.S. Bank National Association, a national banking association (the ”Bank”).

FORM OF STANCORP FINANCIAL GROUP, INC. LONG-TERM INCENTIVE AWARD AGREEMENT ( Performance Period)
Long-Term Incentive Award Agreement • February 25th, 2010 • Stancorp Financial Group Inc • Accident & health insurance • Oregon

This Long-Term Incentive Award Agreement (this “Agreement”) is made effective as of between StanCorp Financial Group, Inc., an Oregon corporation (the “Company”) and (the “Employee”).

FORM OF] STANCORP FINANCIAL GROUP, INC. NON-STATUTORY STOCK OPTION AGREEMENT [DIRECTORS]
Non-Statutory Stock Option Agreement • January 6th, 2005 • 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:

CONSULTING AND SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS
Consulting and Separation Agreement • September 12th, 2008 • Stancorp Financial Group Inc • Accident & health insurance • Oregon
STANCORP FINANCIAL GROUP, INC. LONG-TERM INCENTIVE AWARD AGREEMENT (20__ Performance Period)
Long-Term Incentive Award Agreement • May 9th, 2007 • Stancorp Financial Group Inc • Accident & health insurance • Oregon

This Long-Term Incentive Award Agreement (this “Agreement”) is made effective as of ____________, 20__ between StanCorp Financial Group, Inc., an Oregon corporation (the “Company”) and __________________ (the “Employee”).

RECITALS
Credit Agreement • August 13th, 2001 • Stancorp Financial Group Inc • Accident & health insurance
STANCORP FINANCIAL GROUP, INC. LONG-TERM INCENTIVE AWARD AGREEMENT ( Performance Period)
Long-Term Incentive Award Agreement • May 9th, 2012 • Stancorp Financial Group Inc • Accident & health insurance • Oregon

This Long-Term Incentive Award Agreement (this “Agreement”) is made effective as of between StanCorp Financial Group, Inc., an Oregon corporation (the “Company”) and «First_Name» «Last_Name» (the “Employee”).

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