**Exhibit 10.1**

**STANCORP FINANCIAL GROUP, INC.**

**LONG-TERM INCENTIVE AWARD AGREEMENT**

**(20     Performance Period)**

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”). 

On                    , 20    , the Organization and Compensation Committee (the “Committee”) of theCompany’s Board of Directors (the “Board”) authorized a performance-based award to the Employee pursuant to Section 8 of the Company’s 2002 Stock Incentive Plan (the “Plan”). Compensation paid pursuant to the awardis intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986 (the “Code”). Employee desires to accept the award subject to such shareholder approval and the terms and conditions ofthis Agreement. 

In consideration of the agreements set forth below, the Company and the Employee agree as follows: 

1. Awards. 

1.1Restricted Shares. Subject to the terms and conditions of this Agreement, the Company hereby awards to the Employee              shares of common stock (“CommonStock”) of the Company (the “Restricted Shares”). The Restricted Shares shall be issued to the Employee as of the date of this Agreement subject to vesting and possible forfeiture to the Company based on (i) the Company’sfinancial performance during the 20     calendar year (the “Performance Period”) as described in Section 3, and (ii) the Employee’s continued employment until the vesting date as described inSection 4. 

1.2 Cash Performance Units. Subject to the terms and conditions of this Agreement, the Companyhereby awards to the Employee              performance units (the “Performance Units”), with each Performance Unit representing a right to receive cash from the Companyequal to the value of one share of Common Stock at the time of payment, as described in Section 5. The number of Performance Units for which the Employee shall receive payment shall also be based on (a) the Company’s financialperformance during the Performance Period as described in Section 3, and (b) the Employee’s continued employment until the vesting date as described in Section 4. 

2. Escrow. For purposes of facilitating the enforcement of Sections 4.1, 5, 8 and 13.1 of this Agreement, the Restricted Shares shall be deliveredto a person or persons designated by the Company to serve as escrow holder (individually or jointly, as applicable, the “Escrow Holder”). The Escrow Holder may be an employee of the Company. Upon delivery into escrow of the RestrictedShares, the Employee shall deliver to the Escrow Holder duly executed stock powers with respect to the Restricted Shares. The Escrow Holder shall hold the Restricted Shares and the stock powers in escrow and shall release the Restricted Shares tothe Company or the Employee, as applicable, only in accordance with Section 10 of this Agreement. 

The Employee hereby acknowledges that the Company’s designee is appointed as the Escrow Holder with the foregoing authorities as a material inducementto make this Agreement and that said appointment is coupled with an interest and is irrevocable. The Employee agrees that said Escrow Holder shall not be liable to any party to this Agreement (or to any other party) for any actions or omissionsunless the Escrow Holder is grossly negligent with respect thereto. 

3. Performance Conditions. 

3.1 Subject to Section 4.1 and Section 5, the number of Restricted Shares and Performance Units that will vest shall bedetermined by multiplying the number of Restricted Shares or Performance Units, as the case may be, awarded as provided in Section 1 by the Payout Factor determined under the following formula: 

Payout Factor = (50% * Adjusted EPS PF) + (35% * Revenues PF) + (15% * AM Earnings PF) 

where the “Adjusted EPS PF,” the “Revenues PF” and the “AM Earnings PF” are determined under the following table based on theCompany’s Adjusted EPS, Revenues and AM Earnings, respectively (each as defined below), for the Performance Period. 

 

**Adjusted EPS**
  **Adjusted EPS PF**  
**Revenues**

**(in millions)**
  **Revenues PF**  
**AM Earnings**

**(in millions)**
  **AM earnings PF**                                                  
If the Adjusted EPS for the Performance Period is between any two data points set forth in the first column of theabove table, the Adjusted EPS PF shall be determined by interpolation between the corresponding data points in the second column of the table. If the Revenues for the Performance Period are between any two data points set forth in the third columnof the above table, the Revenues PF shall be determined by interpolation between the corresponding data points in the fourth column of the table. If the AM earnings for the Performance Period are between any two data points set forth in the fifthcolumn of the above table, the AM earnings PF shall be determined by interpolation between the corresponding data points in the sixth column of the table. 

3.2 The Company’s “Adjusted EPS” for the Performance Period shall be the Company’s net income per diluted common share excluding after-tax net capital gains for the Performance Period. Adjusted EPSshall be calculated by subtracting After-Tax Net Capital Gains (Losses) (as defined below) from the Company’s net income for the year, and then 

 

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dividing the resulting amount by the Company’s diluted weighted-average common shares outstanding for the year. “After-Tax Net Capital Gains(Losses)” shall mean the amount calculated by multiplying the Company’s net capital gains (losses) for the year by a fraction, the numerator of which shall be the Company’s net income for the year and the denominator of which shall bethe Company’s income before income taxes for the year. For this purpose, the Company’s net income, diluted weighted-average common shares outstanding, net capital gains (losses) and income before income taxes for the year shall be thoseamounts as set forth in the audited consolidated financial statements of the Company and its subsidiaries for the year. If, after the date of this Agreement, the outstanding Common Stock is increased or decreased by reason of any stock split,combination of shares or dividend payable in shares, the Adjusted EPS targets in the above table shall each be adjusted by multiplying such targets by a fraction, the numerator of which shall be the number of outstanding shares of Common Stockimmediately before the increase or decrease and the denominator of which shall be the number of outstanding shares of Common Stock immediately after the increase or decrease. 

3.3 The Company’s “Revenues” for the Performance Period shall be the Company’s earned revenues for the PerformancePeriod as set forth in the audited consolidated financial statements of the Company and its subsidiaries for the year. 

3.4The Company’s “AM Earnings” for the Performance Period shall be the Company’s Asset Management Earnings for the Performance Period. Asset Management Earnings shall be equal to the aggregate income before income taxes for the yearof all of the Company’s business units other than the Individual and Group Life Insurance and Individual and Group Disability Insurance business units. Income before income taxes of the included business units shall be computed based on theCompany’s books and records, in accordance with generally accepted accounting principles, and in a manner consistent with the manner in which the Company calculated such aggregate amount as being$             million for its 20     fiscal year. 

3.5 If the Company implements a change in accounting principle between the date of this Agreement and the end of the Performance Period, either as a result of the issuance of new accounting standards or otherwise, andthe effect of the accounting change was not reflected in the Company’s business plan at the time of approval of this award, then Adjusted EPS, Revenues and AM Earnings shall be adjusted to eliminate the impact of the change in accountingprinciple. 

4. Employment Condition. 

4.1 In order to become vested in any Restricted Shares or Performance Units, the Employee must not have a Termination of Employment (as defined below) prior to the February 15 immediately following the end of thePerformance Period (the “Vesting Date”), other than by reason of Total Disability, Death or Retirement as such terms are defined in Sections 6.1-4(b), 6.1-4(c) and 6.1-4(f), respectively, of the Plan. If the Employee has a Termination ofEmployment prior to the Vesting Date, other than by reason of Total Disability, Death or Retirement, the Employee shall forfeit all of the Restricted Shares and Performance Units. 

 

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4.2 A “Termination of Employment” shall be deemed to occur on the date on whichthe Employee ceases to be employed on a continuous full time basis by the Company or a subsidiary of the Company for any reason or no reason, with or without cause. The Employee shall not be treated as having a Termination of Employment during thetime the Employee is receiving long term disability benefits provided by the Company or a subsidiary of the Company, unless the Employee has received formal written notice of termination. 

5. Certification, Vesting and Payment. As soon as practicable following the completion of the audit of the Company’s consolidated financialstatements for the Performance Period, the Company shall calculate the Payout Factor and the corresponding numbers of Restricted Shares and Performance Units that will vest based on the Payout Factor, and shall submit these calculations to theCommittee. Notwithstanding anything to the contrary in this Agreement, the Committee may, in its sole discretion, reduce by up to 50% the calculated numbers of Restricted Shares and Performance Units that will vest based on circumstances relating tothe performance of the Company or the Employee. No later than the Vesting Date the Committee shall certify in writing (which may consist of approved minutes of a Committee meeting) the levels of Adjusted EPS, Revenues and AM earnings attained by theCompany for the Performance Period, and the numbers of Restricted Shares and Performance Units that will vest based on those performance levels. Subject to Section 4.1, on the Vesting Date, the number of Restricted Shares so certified shallbecome vested and nonforfeitable and, subject to applicable tax withholding, the cash amount payable with respect to the number of Performance Units so certified shall be paid by the Company to the Employee, and no amounts shall be vested or paidprior to the Vesting Date. Subject to Section 9, the amount payable with respect to each vested Performance Unit shall be equal to the closing market price for Common Stock on the last trading day preceding the Vesting Date. No fractionalRestricted Shares shall be vested and the number of Restricted Shares that vest shall be rounded to the nearest whole share. No rounding shall be required for fractional Performance Units. Any Restricted Shares and Performance Units that do not vestshall be forfeited on the Vesting Date. 

6. Tax Withholding. The Employee acknowledges that, on the Vesting Date, the Value (asdefined below) on that date of the vested Restricted Shares, as well as the amount payable with respect to vested Performance Units, will be treated as ordinary compensation income for federal and state income and FICA tax purposes, and that theCompany will be required to withhold taxes on these income amounts. To satisfy the required withholding amount, the Company shall first withhold all or part of the cash payable with respect to vested Performance Units, and if that is insufficient,the Employee shall pay to the Company any remaining balance immediately upon notice from the Company. If the Employee does not pay the required amount, the Company shall have the right to withhold such amount from other amounts payable to theEmployee, as compensation or otherwise. For purposes of this Section 6, the “Value” of a Restricted Share shall be equal to the closing market price for Common Stock on the last trading day preceding the Vesting Date. 

7. Change of Control. 

7.1 Notwithstanding any other provision of this Agreement, if a Change of Control (as defined below) occurs before the Vesting Date, all of the Restricted Shares and 

 

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Performance Units (other than those that have been forfeited under Section 4.1) shall vest upon the date of such Change of Control, and the Companyshall, as soon as practicable thereafter and subject to applicable tax withholding as provided for in Section 6, pay to the Employee the amount payable with respect to the vested Performance Units based on the closing market price for CommonStock (or such other cash, securities or property as may be represented by Performance Units as provided in Section 9 below) on the last trading day preceding the date of such Change of Control. 

7.2 For purposes of this Agreement, a Change of Control shall have occurred if: 

(a) Any “Person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the“Exchange Act”) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any company owned, directly or indirectly, by the shareholders of the Company in substantially thesame proportions as their ownership of stock of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of thecombined voting power of the Company’s then outstanding securities; 

(b) The shareholders of the Company approve amerger or other consolidation of the Company with any other company, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either byremaining outstanding or by being converted into voting securities of the surviving entity) 51% or more of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger orconsolidation or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person acquires more than 30% of the combined voting power of the Company’s then outstandingsecurities; 

(c) The shareholders of the Company approve an agreement for the sale or disposition by the Company of all orsubstantially all of its assets; 

(d) A tender or exchange offer is made for Common Stock (or securities convertible intoCommon Stock) and such offer results in a portion of those securities being purchased and the offeror after the consummation of the offer is the beneficial owner (as determined pursuant to Section 13(d) of the Exchange Act), directly orindirectly, of securities representing at least 30% of the voting power of outstanding securities of the Company; 

(e)During any period of twelve months or less, individuals who at the beginning of such period constituted a majority of the Board cease for any reason to constitute a majority of the Board unless the nomination or election of such new directors wasapproved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period; or 

 

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(f) Any other event or combination of events occurs which the Board, acting in its solediscretion, determines to be a “Change of Control” for purposes of this Agreement. 

8. Restriction on Transfer. TheEmployee shall not sell, assign, pledge, or in any manner transfer Performance Units or unvested Restricted Shares, or any right or interest in Performance Units or unvested Restricted Shares, whether voluntarily or by operation of law, or by gift,bequest or otherwise. Any sale or transfer, or purported sale or transfer, of Performance Units or unvested Restricted Shares, or any right or interest in Performance Units or unvested Restricted Shares, in violation of this Section 8 shall benull and void. 

9. Mergers, Consolidations or Changes in Capital Structure. If, after the date of this Agreement, the outstandingCommon Stock is increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of any reorganization, merger, consolidation, plan of exchange,recapitalization, reclassification, stock split, combination of shares or dividend payable in shares, or in the event of any consolidation, merger or plan of exchange involving the Company pursuant to which the Common Stock is converted into cash,securities or other consideration, then (a) the cash, securities or other consideration issued, distributed or received with respect to the Restricted Shares in any such transaction shall be subject to the restrictions and conditions applicableto Restricted Shares set forth herein, including the escrow requirements of Sections 2 and 10, and (b) each Performance Unit shall be adjusted to represent a right to receive cash from the Company equal to the value at the time of payment ofthe cash, securities or other property that a holder of one share of Common Stock before the transaction would hold after giving effect to the transaction. 

10. Escrow. The Restricted Shares and associated stock powers delivered to the Escrow Holder pursuant to Section 2 of this Agreement shall be held in escrow until (i) receipt by the Escrow Holder of acertificate of the Company certifying that some or all of the Restricted Shares have vested, or (ii) receipt by the Escrow Holder of a certificate of the Company certifying that some or all of the Restricted Shares have been forfeited to theCompany pursuant to Section 4.1, Section 5 or Section 13.1. Upon receipt by the Escrow Holder of one of the foregoing certificates, the Escrow Holder shall deliver to the Employee or the Company, as appropriate, certificatesrepresenting all of the Restricted Shares to which the Employee or the Company, as applicable, is entitled. 

11. No Right toEmployment. Nothing in this Agreement or the Plan shall (i) confer upon the Employee any right to be continued in the employment of the Employee’s employer or interfere in any way with the right of such employer to terminate theEmployee’s employment at any time, for any reason or no reason, with or without cause, or to decrease the Employee’s compensation or benefits, or (ii) confer upon the Employee any right to the continuation, extension, renewal, ormodification of any compensation, contract or arrangement with or by the Company or any subsidiary of the Company. 

12. Rights asShareholder. Subject to Section 2 and the other provisions of this Agreement, the Employee shall be entitled to all of the rights of a shareholder with respect to the 

 

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Restricted Shares, including the right to vote such shares and to receive dividends payable with respect to such shares from the date of grant. Until theRestricted Shares become vested, they will be treated for tax purposes as owned by the Company and dividends paid to the Employee with respect to the Restricted Shares will be treated for federal and state income and FICA tax purposes as ordinarycompensation income subject to applicable withholding. The Employee acknowledges that the certificates representing the Restricted Shares may bear such legends as may be required by law with respect to the rights and restrictions applicable to theshares. 

13. Approval. The obligations of the Company under this Agreement and the Plan are subject to the approval of state,federal or foreign authorities or agencies with jurisdiction in the matter. The Company will use its reasonable best efforts to take steps required by state, federal or foreign law or applicable regulations, including rules and regulations of theSecurities and Exchange Commission and any stock exchange on which the Company’s shares may then be listed, in connection with the grant evidenced by this Agreement. The foregoing notwithstanding, the Company shall not be obligated to deliverthe Restricted Shares if such delivery would violate or result in a violation of applicable state or federal securities laws. 

14.Miscellaneous. 

14.1 Governing Law. This Agreement shall be governed by and construed under the laws of theState of Oregon, without regard to the choice of law principles applied in the courts of such state. 

14.2Severability. If any provision or provisions of this Agreement are found to be unenforceable, the remaining provisions shall nevertheless be enforceable and shall be construed as if the unenforceable provisions were deleted. 

14.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matterhereof and supersedes all prior and contemporaneous oral or written agreements between the Company and the Employee relating to the subject matter hereof. 

14.4 Amendment. This Agreement may be amended or modified only by written consent of the Company and the Employee. 

 

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14.5 Assignment. The Employee may not assign this Agreement or any rightshereunder to any other party or parties without the prior written consent of the Company. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. 

 

STANCORP FINANCIAL GROUP, INC.
By:   
EMPLOYEE