EX-10.1



 Exhibit 10.1 

AMENDMENT NO. 3 TO CREDIT AGREEMENT 

This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”), dated as of October 27, 2015, is executed by and among StanCorp
Financial Group, Inc. (the “Borrower”), the Lenders (as defined below), and Wells Fargo Bank, National Association, as administrative agent (the “Agent”). 

BACKGROUND 
 A. The
Borrower, the lenders party thereto (“Lenders”), the Agent and the other named agents are party to that certain Credit Agreement dated as of June 22, 2012 and amended as of June 18, 2013 and June 12, 2014 (the “Credit
Agreement”). 
 B. The parties wish to further amend the Credit Agreement as provided herein as of the date hereof. 

C. The Borrower, the Agent and the Lenders are willing to enter into this Amendment upon the terms and conditions set forth below. 

NOW THEREFORE, in consideration of the matters set forth in the recitals and the covenants and provisions herein set forth, and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 AGREEMENT

 Section 1. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings
ascribed thereto in the Credit Agreement, as amended hereby. 
 Section 2. Amendments. Subject to Section 4 hereof,
effective as of the Acquisition Date (as defined below), Section 1.1 of the Credit Agreement is hereby amended as follows: 
 (a) The
definition of “Change in Control” is amended in its entirety to read as follows: 
 “Change in
Control” means Parent ceases to own, directly or indirectly, free and clear of all Liens, at least 75% of the outstanding voting shares and voting powers of the Borrower. 

(b) The following definitions are inserted in proper alphabetical order: 

“Acquisition Date” means the date on which Parent becomes the owner, directly or indirectly, of 100% of the
outstanding voting shares and voting powers of the Borrower. 
 “Merger” means the merger of the Borrower
and MYL Investments (Delaware) Inc., a wholly-owned Subsidiary of Parent. 
 “Parent” means Meiji Yasuda Life Insurance
Company. 







 Section 3. Waiver and Consent. Subject to Section 4 hereof,
notwithstanding anything to the contrary in the Credit Agreement, the Agent and the Lenders hereby (a) consent to (i) the execution by the Borrower of the Agreement and Plan of Merger dated July 23, 2015 among the Borrower, MYL
Investments (Delaware) Inc. and Parent, (ii) the acquisition of the Borrower by Parent and the resulting Change in Control and (iii) the Merger and (b) waive any Potential Event of Default or Event of Default under the Credit
Agreement resulting therefrom; provided, in each case, that (x) the Acquisition Date occurs on or before June 30, 2016 and (y) on the Acquisition Date, after giving effect to the Merger, Parent directly or indirectly owns 100% of the
voting stock of the Borrower. If the Acquisition Date shall not have occurred on or before June 30, 2016, this waiver and consent shall be null and void and the amendments to the Credit Agreement set forth in Section 2 hereof shall not
become effective. 
 Section 4. Representations and Warranties. To induce the Agent and the undersigned Lenders to execute this
Amendment, the Borrower hereby represents and warrants to the Agent and such Lenders as follows: 
 4.1. the execution,
delivery and performance of this Amendment have been duly authorized by all requisite action of the Borrower, and this Amendment constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with
its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability; 

4.2. each of the representations and warranties in the Credit Agreement are true and correct in all material respects with the
same effect as though made on and as of the date hereof (except, in each case, to the extent stated to relate to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date);
provided, that if a representation or warranty is qualified as to materiality, the applicable materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this provision; and 

4.3. no Event of Default or Potential Event of Default exists under the Credit Agreement or would exist, in each case, after
giving effect to this Amendment. 
 Section 5. Effectiveness. This Amendment shall become effective upon the receipt by the
Agent of (a) counterparts hereof signed by the Agent, the Swing Line Lender, the Borrower and the Required Lenders, and (b) such corporate authorization documents of Borrower as shall reasonably be requested by the Agent. 

Section 6. Reference to and Effect Upon the Credit Agreement. 

6.1. Except as specifically provided herein, the Credit Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed. 
 6.2. Except as specifically set forth herein, the execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or the Lenders under the Credit Agreement or any other Loan 

  
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Document, nor constitute an amendment or waiver of any provision of the Credit Agreement or any other Loan Document. Upon the effectiveness of this Amendment, each reference to the Credit
Agreement contained therein or in any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby. This Amendment shall constitute a Loan Document for the purposes of the Credit Agreement and each other Loan Document.

 Section 7. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED
BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE
APPLICATION OF ANOTHER LAW. 
 Section 8. Enforceability and Severability. Wherever possible, each provision in or
obligation under this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any such provision or obligation shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and
enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. 

Section 9. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Delivery of a counterpart signature page by facsimile transmission or by
e-mail transmission of an Adobe portable document format file (also known as a “PDF” file) shall be effective as delivery of a manually executed counterpart signature page. 

Section 10. Costs and Expenses. The Borrower hereby affirms its obligation under Section 12.3 of the Credit Agreement to
reimburse the Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, execution and delivery of this Amendment, including but not limited to the attorneys’ fees and
expenses for the Agent with respect thereto. 
 [signature pages follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the day and year first
above written. 
  

							
	BORROWER:	 		  		  	
			
		 		  	STANCORP FINANCIAL GROUP, INC.
			
		 		  	 /s/ Robert M. Erickson

		 		  	By: Robert M. Erickson
		 		  	Title: Vice President, Controller and Treasurer
				
	LENDERS:	 		  		  	
			
		 		  	 WELLS FARGO BANK, NATIONAL

ASSOCIATION, individually and as Administrative Agent, Swingline Lender, Issuing Lender and a Lender

			
		 		  	 /s/ Grainne M. Pergolini

		 		  	By: Grainne M. Pergolini
		 		  	Title: Managing Director
			
		 		  	 U.S. BANK NATIONAL

ASSOCIATION, as Syndication Agent and a Lender

			
		 		  	 /s/ Ginger K. So

		 		  	By: Ginger K. So
		 		  	Title: Senior Vice President


  
 [Signature Page to
Amendment No. 3 to Credit Agreement] 









							
		 		  	 JPMORGAN CHASE BANK,

NATIONAL ASSOCIATION, as Documentation Agent and a Lender

			
		 		  	 /s/ Danielle D. Babine

		 		  	By: Danielle D. Babine
		 		  	Title: Vice President
			
		 		  	 THE NORTHERN TRUST COMPANY,

as a Lender

				
		 		  	By:	 	  

		 		  	Title: 	 	  

			
		 		  	 THE BANK OF NEW YORK MELLON,

as a Lender

			
		 		  	 /s/ Adim Offurum

		 		  	By: Adim Offurum
		 		  	Title: Vice President
			
		 		  	BARCLAYS BANK PLC, as a Lender
			
		 		  	 /s/ Vanessa Kurbatskiy

		 		  	By: Vanessa Kurbatskiy
		 		  	Title: Vice President


  
 [Signature Page to
Amendment No. 3 to Credit Agreement] 









							
		 		  	GOLDMAN SACHS BANK USA, as a Lender
			
		 		  	 /s/ Jerry Li

		 		  	 By: Jerry Li

		 		  	 Title: Authorized Signatory



  
 [Signature Page to
Amendment No. 3 to Credit Agreement]