Credit Agreement Extension



 Exhibit 10.1 
 June 15, 2008 
 StanCorp Financial Group, Inc. 
 1100 SW Sixth Avenue 
 Portland, OR 97204 
 Ladies and Gentlemen: 
 Reference is made to (a) that certain Credit Agreement dated as of
June 15, 2006 among Stancorp Financial Group, Inc. (the “Borrower”), the lenders party thereto (each a “Lender” and collectively, the “Lenders”), Wells Fargo Bank, National Association, as administrative agent for
the Lenders (the “Administrative Agent”), and U.S. Bank National Association, as syndication agent for the Lenders (the “Credit Agreement”), (b) the Borrower’s request to extend the Revolving Loan Commitment Termination
Date to June 15, 2013 (the “Extension Request”). Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Credit Agreement. 
 Please be advised that attached hereto are the consents of each Lender that has approved the Extension Request (the “Extending Lenders”).
Please note that the consent of The Bank of New York only includes an approval of the extension for $25 million of its $35 million commitment. 
 Accordingly, as of the date hereof the Revolving Loan Commitments (and the Revolving Loan Commitment Termination Date) of the Extending Lenders, as and to the extent described above, shall be extended to June 15, 2013. 
 [signature page follows] 








			
	Very truly yours,
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent
	
	 /s/ Beth McGinnis

	By:	 	Beth McGinnis
	Title:	 	Senior Vice President


  

			
	Agreed and accepted as of the date first set forth above.
	
	STANCORP FINANCIAL GROUP, INC.
	
	 /s/ Floyd F. Chadee

	By:	 	Floyd F. Chadee
	Title:	 	Senior Vice President and Chief Financial Officer








 STANCORP FINANCIAL GROUP, INC. 
 Officer’s Certificate 
 The undersigned certifies that he is Senior Vice
President and Chief Financial Officer of StanCorp Financial Group, Inc., an Oregon corporation (the “Company”), and that as such, the undersigned is duly authorized to execute and deliver this Certificate on behalf of the Company in
connection with the Credit Agreement (the “Credit Agreement”) dated as of June 15, 2006 by and among the Company, the lenders listed on the signature pages thereof, Wells Fargo Bank, National Association, and U.S. Bank National
Association, and further certifies as follows: 
 (1) All of the representations and warranties contained in Section 5 of
the Credit Agreement and the other Loan Documents are true and correct as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such
earlier date. 
 (2) No Potential Event of Default or Event of Default exists. 
 It is understood and acknowledged that the undersigned is executing this Certificate not in such person’s individual capacity, but solely in such
person’s capacity as an officer of the Company, and is without any personal liability as to the matters contained in this Certificate. All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such
terms in the Credit Agreement. 







 In Witness Whereof, I have affixed my
signature hereto this 15th day of June, 2008. 
  

			
	STANCORP FINANCIAL GROUP, INC.
		
	By:	 	/s/ Floyd F. Chadee



			
	Printed Name:	 	Floyd F. Chadee
	Title:	 	Senior Vice President and Chief Financial Officer









 May 28, 2008 
 Reference is made to (a) that certain Credit Agreement dated as of June 15, 2006 among Stancorp Financial Group, Inc. (the “Borrower”), the lenders party thereto, Wells Fargo Bank, National
Association, as Administrative Agent, and U.S. Bank National Association, as Syndication Agent (the “Credit Agreement”), and (b) the Borrower’s request to extend the Revolving Loan Commitment Termination Date to June 15,
2013 (the “Extension Request”). Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Credit Agreement. 
 The undersigned hereby consents to the Extension Request in accordance with the terms of Section 2.11 of the Credit Agreement. 
  

			
	Very truly yours,
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION
	
	 /s/ Beth McGinnis

	By:	 	Beth McGinnis
	Title:	 	Senior Vice President









 May 28, 2008 
 Reference is made to (a) that certain Credit Agreement dated as of June 15, 2006 among Stancorp Financial Group, Inc. (the “Borrower”), the lenders party thereto, Wells Fargo Bank, National
Association, as Administrative Agent, and U.S. Bank National Association, as Syndication Agent (the “Credit Agreement”), and (b) the Borrower’s request to extend the Revolving Loan Commitment Termination Date to June 15,
2013 (the “Extension Request”). Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Credit Agreement. 
 The undersigned hereby consents to the Extension Request in accordance with the terms of Section 2.11 of the Credit Agreement. 
  

			
	Very truly yours,
	
	U.S. BANK NATIONAL ASSOCIATION
	
	 /s/ Kurban H. Merchant

	By:	 	Kurban H. Merchant
	Title:	 	Vice President









 May 28, 2008 
 Reference is made to (a) that certain Credit Agreement dated as of June 15, 2006 among Stancorp Financial Group, Inc. (the “Borrower”), the lenders party thereto, Wells Fargo Bank, National
Association, as Administrative Agent, and U.S. Bank National Association, as Syndication Agent (the “Credit Agreement”), and (b) the Borrower’s request to extend the Revolving Loan Commitment Termination Date to June 15,
2013 (the “Extension Request”). Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Credit Agreement. 
 The undersigned hereby consents to the Extension Request with respect to $25 million of our $35 million Revolving Loan Commitment in accordance with the terms of Section 2.11 of the Credit Agreement. 

 

			
	Very truly yours,
	
	THE BANK OF NEW YORK
	
	 /s/ Jeffrey R. Dickson

	By:	 	Jeffrey R. Dickson
	Title:	 	Vice President









 May 27, 2008 
 Reference is made to (a) that certain Credit Agreement dated as of June 15, 2006 among Stancorp Financial Group, Inc. (the “Borrower”), the lenders party thereto, Wells Fargo Bank, National
Association, as Administrative Agent, and U.S. Bank National Association, as Syndication Agent (the “Credit Agreement”), and (b) the Borrower’s request to extend the Revolving Loan Commitment Termination Date to June 15,
2013 (the “Extension Request”). Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Credit Agreement. 
 The undersigned hereby consents to the Extension Request in accordance with the terms of Section 2.11 of the Credit Agreement. 
  

			
	Very truly yours,
	
	THE NORTHERN TRUST COMPANY
	
	 /s/ Michael Kingsley

	By:	 	Michael Kingsley
	Title:	 	Vice President









 May 28, 2008 
 Reference is made to (a) that certain Credit Agreement dated as of June 15, 2006 among Stancorp Financial Group, Inc. (the “Borrower”), the lenders party thereto, Wells Fargo Bank, National
Association, as Administrative Agent, and U.S. Bank National Association, as Syndication Agent (the “Credit Agreement”), and (b) the Borrower’s request to extend the Revolving Loan Commitment Termination Date to June 15,
2013 (the “Extension Request”). Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Credit Agreement. 
 The undersigned hereby consents to the Extension Request in accordance with the terms of Section 2.11 of the Credit Agreement. 
  

			
	Very truly yours,
	
	WILLIAM STREET COMMITMENT CORPORATION (Recourse only to the assets of William Street Commitment Corporation),
	
	 /s/ Mark Walton

	By:	 	Mark Walton
	Title:	 	Assistant Vice President