0001193125-05-002486 Sample Contracts

FORM OF] STANCORP FINANCIAL GROUP, INC. NON-STATUTORY STOCK OPTION AGREEMENT [DIRECTORS]
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:

Sample 1
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FORM OF] STANCORP FINANCIAL GROUP RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • January 6th, 2005 • Stancorp Financial Group Inc • Accident & health insurance • Oregon

This Restricted Stock Agreement (“Agreement”) is made effective as of , 20 between StanCorp Financial Group, Inc., an Oregon corporation (the “Company”) and (the “Employee”.)

Sample 1
FORM OF] STANCORP FINANCIAL GROUP, INC. NON-STATUTORY STOCK OPTION AGREEMENT [SENIOR OFFICERS]
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:

Sample 1
FORM OF] STANCORP FINANCIAL GROUP, INC. LONG-TERM INCENTIVE AWARD AGREEMENT (20 Performance Period)
Term Incentive Award Agreement • January 6th, 2005 • 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”).

Sample 1
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