<PAGE>
As filed with the Securities and Exchange Commission on April 24, 2000
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-------------------
STANCORP FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
-------------------
OREGON 93-1253576
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1100 SW Sixth Avenue
Portland, Oregon 97204
(Address, including zip code,
of Principal Executive Offices)
-------------------
StanCorp Financial Group, Inc. 1999 Omnibus Stock Incentive Plan
(Full title of plan)
-------------------
Dwight L. Cramer
Vice President, General Counsel and Corporate Secretary
StanCorp Financial Group, Inc.
1100 SW Sixth Avenue
Portland, OR 97204
(503) 321-7000
(Name, address, and telephone number of agent for service)
Copy to:
Ruth A. Beyer
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2600
Portland, Oregon 97204-1268
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
Be Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share (1) Price (1)
- ------------------------- --------------------- ---------------------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock 1,696,371 Shares $26.9375 $45,695,993 $12,064
</TABLE>
(1) The proposed maximum offering price per share and the proposed maximum
aggregate offering price were estimated solely for the purpose of calculating
the registration fee pursuant to Rule 457(h) under the Securities Act of 1933.
The calculation of the registration fee for the shares to be registered is based
on the average of the high and low prices of the Common Stock on April 17, 2000.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
---------------------------------------
The following documents filed by StanCorp Financial Group,
Inc. (the "Registrant") with the Securities and Exchange Commission are
incorporated herein by reference:
(a) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") or the latest prospectus filed pursuant to rule 424(b)
under the Securities Act of 1933 (the "Securities Act") that contains
audited financial statements for the Registrant's latest fiscal year
for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the annual report or prospectus referred to in (a) above.
(c) The description of the authorized capital stock of the
Registrant contained in the Registrant's registration statement filed
under Section 12 of the Exchange Act, including any amendment or report
filed for the purpose of updating the description.
All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Article 6 of the Registrant's Articles of Incorporation (the
"Articles"), authorizes indemnification of current or former directors or
officers of the Registrant to the fullest extent permitted by law. The Bylaws of
the Registrant require indemnification of officers and directors to the fullest
extent permitted by the Oregon Business Corporation Act (the "Act"). The effects
of the Articles, the Bylaws and the Act (the "Indemnification Provisions") are
summarized as follows:
(a) The Indemnification Provisions grant a right of
indemnification in respect of any action, suit or proceeding (other than an
action by or in the right of the Registrant) against expenses (including
attorney fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred, if the
<PAGE>
person concerned acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the Registrant, was
not adjudged liable on the basis of receipt of an improper personal benefit and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe the conduct was unlawful. The termination of an action, suit or
proceeding by judgment, order, settlement, conviction or plea of nolo contendere
does not, of itself, create a presumption that the person did not meet the
required standards of conduct.
(b) The Indemnification Provisions grant a right of indemnification
in respect of any action or suit by or in the right of the Registrant against
the expenses (including attorney fees) actually and reasonably incurred if the
person concerned acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the Registrant, except
that no right of indemnification will be granted if the person is adjudged to be
liable to the Registrant.
(c) Every person who has been wholly successful on the merits of a
controversy described in (a) or (b) above is entitled to indemnification as a
matter of right.
(d) Because the limits of permissible indemnification under Oregon
law are not clearly defined, the Indemnification Provisions may provide
indemnification broader than that described in (a) and (b).
(e) The Registrant may advance to a director or officer the expenses
incurred in defending any action, suit or proceeding in advance of its final
disposition if the director or officer affirms in good faith that he or she has
met the standard of conduct to be entitled to indemnification as described in
(a) or (b) above and undertakes to repay any amount advanced if it is determined
that the person did not meet the required standard of conduct.
The Registrant maintains insurance for the protection of its directors
and officers against any liability asserted against them in their official
capacities. The rights of indemnification described above are not exclusive of
any other rights of indemnification to which the persons indemnified may be
entitled under any bylaw, agreement, vote of shareholders or directors or
otherwise.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
4.1 Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1, File
No. 333-72521).
4.2 Bylaws of the Registrant (incorporated by reference
to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1, File No. 333-72521).
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).
<PAGE>
24.1 Powers of Attorney.
Item 9. Undertakings.
------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar
value of the securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be
<PAGE>
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portland, State of Oregon on April 21, 2000.
STANCORP FINANCIAL GROUP, INC.
By: /s/ Ronald E. Timpe
-------------------------
Name: Ronald E. Timpe
Title: Chairman, President & Chief Executive Officer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
on April 21, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Ronald E. Timpe Chairman, President & Chief Executive Officer
- ---------------------------- and Director
Ronald E. Timpe (Principal Executive Officer)
/s/ Eric E. Parsons Senior Vice President & Chief Financial Officer
- ---------------------------- (Principal Financial Officer)
Eric E. Parsons
/s/ Cindy J. McPike Assistant Vice President, Controller & Treasurer
- ---------------------------- (Principal Accounting Officer)
Cindy J. McPike
* Virginia L. Anderson Director
- ----------------------------
Virginia L. Anderson
* Frederick W. Buckman Director
- ----------------------------
Frederick W. Buckman
* John E. Chapoton Director
- ----------------------------
John E. Chapoton
* Barry J. Galt Director
- ----------------------------
Barry J. Galt
* Richard Geary Director
- ----------------------------
Richard Geary
* Peter T. Johnson Director
- ----------------------------
Peter T. Johnson
</TABLE>
<PAGE>
* Peter O. Kohler Director
- ----------------------------
Peter O. Kohler
* Jerome J. Meyer Director
- ----------------------------
Jerome J. Meyer
* Ralph R. Peterson Director
- ----------------------------
Ralph R. Peterson
* E. Kay Stepp Director
- ----------------------------
E. Kay Stepp
* William Swindells Director
- ----------------------------
William Swindells
* Michael G. Thorne Director
- ----------------------------
Michael G. Thorne
* Franklin E. Ulf Director
- ----------------------------
Franklin E. Ulf
* Benjamin R. Whiteley Director
- ----------------------------
Benjamin R. Whiteley
* By: /s/ Eric E. Parsons
----------------------------
Eric E. Parsons
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
- ------ --------------------
4.1 Articles of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1, File No. 333-72521).
4.2 Bylaws of the Registrant (incorporated by reference to Exhibit
3.2 to the Registrant's Registration Statement on Form S-1, File
No. 333-72521).
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1 Powers of Attorney
<PAGE>
EXHIBIT 5.1
April 21, 2000
Board of Directors
StanCorp Financial Group, Inc.
1100 SW Sixth Avenue
Portland, Oregon 97204
We have acted as counsel for StanCorp Financial Group, Inc. (the
"Registrant") in connection with the filing of a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended,
covering 1,696,371 shares of Common Stock (the "Shares") of the Registrant
issuable in connection with the 1999 Omnibus Stock Incentive Plan of the
Registrant (the "Plan"). We have reviewed the corporate actions of the
Registrant in connection with this matter and have examined those documents,
corporate records, and other instruments we deemed necessary for the purposes of
this opinion.
Based on the foregoing, it is our opinion that:
1. The Registrant is a corporation duly organized and validly existing
under the laws of the state of Oregon; and
2. The Shares have been duly authorized and, when issued pursuant to
the Plan and in accordance with the resolutions adopted by the Board of
Directors of the Registrant, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ STOEL RIVES LLP
STOEL RIVES LLP
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
StanCorp Financial Group, Inc. on Form S-8 of our report dated February 2, 2000
(February 23, 2000 as to Note 14), appearing in the Annual Report on Form 10-K
of StanCorp Financial Group, Inc. for the year ended December 31, 1999 and to
the reference to us under the heading "Experts" in the Prospectus, which is part
of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Portland, Oregon
April 20, 2000
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(S-8 Registration Statement for 1999 Omnibus Stock Incentive Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of STANCORP FINANCIAL GROUP, INC. does hereby constitute and appoint
Ronald E. Timpe, Eric E. Parsons, and J. Gregory Ness, and each of them, his
true and lawful attorney and agent to do any and all acts and things and to
execute in his name (whether on behalf of StanCorp Financial Group, Inc. or as
an officer or director of said Company, or otherwise) any and all instruments
which said attorney and agent may deem necessary or advisable in order to enable
StanCorp Financial Group, Inc. to comply with the Securities Act of 1933, as
amended, and any requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities Act of
1933, as amended, of shares of Common Stock of StanCorp Financial Group, Inc.
issuable pursuant to the 1999 Omnibus Stock Incentive Plan, including
specifically, but without limitation thereto, power and authority to sign his
name (whether on behalf of StanCorp Financial Group, Inc. or as an officer or
director of said Company, or otherwise) to a Registration Statement on Form S-8
and any amendment thereto (including any post-effective amendment) or
application for amendment thereto in respect to such Common Stock or any
exhibits filed therewith; and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue hereof.
DATED: May 3, 1999
/s/ Ronald E. Timpe
- -------------------
RONALD E. TIMPE
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(S-8 Registration Statement for 1999 Omnibus Stock Incentive Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of STANCORP FINANCIAL GROUP, INC. does hereby constitute and appoint
Ronald E. Timpe, Eric E. Parsons, and J. Gregory Ness, and each of them, his
true and lawful attorney and agent to do any and all acts and things and to
execute in his name (whether on behalf of StanCorp Financial Group, Inc. or as
an officer or director of said Company, or otherwise) any and all instruments
which said attorney and agent may deem necessary or advisable in order to enable
StanCorp Financial Group, Inc. to comply with the Securities Act of 1933, as
amended, and any requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities Act of
1933, as amended, of shares of Common Stock of StanCorp Financial Group, Inc.
issuable pursuant to the 1999 Omnibus Stock Incentive Plan, including
specifically, but without limitation thereto, power and authority to sign his
name (whether on behalf of StanCorp Financial Group, Inc. or as an officer or
director of said Company, or otherwise) to a Registration Statement on Form S-8
and any amendment thereto (including any post-effective amendment) or
application for amendment thereto in respect to such Common Stock or any
exhibits filed therewith; and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue hereof.
DATED: May 3, 1999
/s/ Eric E. Parsons
- -------------------
ERIC E. PARSONS
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(S-8 Registration Statement for 1999 Omnibus Stock Incentive Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of STANCORP FINANCIAL GROUP, INC. does hereby constitute and appoint
Ronald E. Timpe, Eric E. Parsons, and J. Gregory Ness, and each of them, his
true and lawful attorney and agent to do any and all acts and things and to
execute in his name (whether on behalf of StanCorp Financial Group, Inc. or as
an officer or director of said Company, or otherwise) any and all instruments
which said attorney and agent may deem necessary or advisable in order to enable
StanCorp Financial Group, Inc. to comply with the Securities Act of 1933, as
amended, and any requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities Act of
1933, as amended, of shares of Common Stock of StanCorp Financial Group, Inc.
issuable pursuant to the 1999 Omnibus Stock Incentive Plan, including
specifically, but without limitation thereto, power and authority to sign his
name (whether on behalf of StanCorp Financial Group, Inc. or as an officer or
director of said Company, or otherwise) to a Registration Statement on Form S-8
and any amendment thereto (including any post-effective amendment) or
application for amendment thereto in respect to such Common Stock or any
exhibits filed therewith; and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue hereof.
DATED: May 3, 1999
/s/ J. Gregory Ness
- -------------------
J. GREGORY NESS
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(S-8 Registration Statement for 1999 Omnibus Stock Incentive Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of STANCORP FINANCIAL GROUP, INC. does hereby constitute and appoint
Ronald E. Timpe, Eric E. Parsons, and J. Gregory Ness, and each of them, his
true and lawful attorney and agent to do any and all acts and things and to
execute in his name (whether on behalf of StanCorp Financial Group, Inc. or as
an officer or director of said Company, or otherwise) any and all instruments
which said attorney and agent may deem necessary or advisable in order to enable
StanCorp Financial Group, Inc. to comply with the Securities Act of 1933, as
amended, and any requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities Act of
1933, as amended, of shares of Common Stock of StanCorp Financial Group, Inc.
issuable pursuant to the 1999 Omnibus Stock Incentive Plan, including
specifically, but without limitation thereto, power and authority to sign his
name (whether on behalf of StanCorp Financial Group, Inc. or as an officer or
director of said Company, or otherwise) to a Registration Statement on Form S-8
and any amendment thereto (including any post-effective amendment) or
application for amendment thereto in respect to such Common Stock or any
exhibits filed therewith; and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue hereof.
DATED: May 3, 1999
/s/ Patricia J. Brown
- ---------------------
PATRICIA J. BROWN
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(S-8 Registration Statement for 1999 Omnibus Stock Incentive Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of STANCORP FINANCIAL GROUP, INC. does hereby constitute and appoint
Ronald E. Timpe, Eric E. Parsons, and J. Gregory Ness, and each of them, his
true and lawful attorney and agent to do any and all acts and things and to
execute in his name (whether on behalf of StanCorp Financial Group, Inc. or as
an officer or director of said Company, or otherwise) any and all instruments
which said attorney and agent may deem necessary or advisable in order to enable
StanCorp Financial Group, Inc. to comply with the Securities Act of 1933, as
amended, and any requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities Act of
1933, as amended, of shares of Common Stock of StanCorp Financial Group, Inc.
issuable pursuant to the 1999 Omnibus Stock Incentive Plan, including
specifically, but without limitation thereto, power and authority to sign his
name (whether on behalf of StanCorp Financial Group, Inc. or as an officer or
director of said Company, or otherwise) to a Registration Statement on Form S-8
and any amendment thereto (including any post-effective amendment) or
application for amendment thereto in respect to such Common Stock or any
exhibits filed therewith; and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue hereof.
DATED: May 3, 1999
/s/ Virginia L. Anderson
- ------------------------
VIRGINIA L. ANDERSON
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(S-8 Registration Statement for 1999 Omnibus Stock Incentive Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of STANCORP FINANCIAL GROUP, INC. does hereby constitute and appoint
Ronald E. Timpe, Eric E. Parsons, and J. Gregory Ness, and each of them, his
true and lawful attorney and agent to do any and all acts and things and to
execute in his name (whether on behalf of StanCorp Financial Group, Inc. or as
an officer or director of said Company, or otherwise) any and all instruments
which said attorney and agent may deem necessary or advisable in order to enable
StanCorp Financial Group, Inc. to comply with the Securities Act of 1933, as
amended, and any requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities Act of
1933, as amended, of shares of Common Stock of StanCorp Financial Group, Inc.
issuable pursuant to the 1999 Omnibus Stock Incentive Plan, including
specifically, but without limitation thereto, power and authority to sign his
name (whether on behalf of StanCorp Financial Group, Inc. or as an officer or
director of said Company, or otherwise) to a Registration Statement on Form S-8
and any amendment thereto (including any post-effective amendment) or
application for amendment thereto in respect to such Common Stock or any
exhibits filed therewith; and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue hereof.
DATED: May 3, 1999
/s/ Frederick W. Buckman
- ------------------------
FREDERICK W. BUCKMAN
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(S-8 Registration Statement for 1999 Omnibus Stock Incentive Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of STANCORP FINANCIAL GROUP, INC. does hereby constitute and appoint
Ronald E. Timpe, Eric E. Parsons, and J. Gregory Ness, and each of them, his
true and lawful attorney and agent to do any and all acts and things and to
execute in his name (whether on behalf of StanCorp Financial Group, Inc. or as
an officer or director of said Company, or otherwise) any and all instruments
which said attorney and agent may deem necessary or advisable in order to enable
StanCorp Financial Group, Inc. to comply with the Securities Act of 1933, as
amended, and any requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities Act of
1933, as amended, of shares of Common Stock of StanCorp Financial Group, Inc.
issuable pursuant to the 1999 Omnibus Stock Incentive Plan, including
specifically, but without limitation thereto, power and authority to sign his
name (whether on behalf of StanCorp Financial Group, Inc. or as an officer or
director of said Company, or otherwise) to a Registration Statement on Form S-8
and any amendment thereto (including any post-effective amendment) or
application for amendment thereto in respect to such Common Stock or any
exhibits filed therewith; and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue hereof.
DATED: May 3, 1999
/s/ John E. Chapoton
- --------------------
JOHN E. CHAPOTON
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(S-8 Registration Statement for 1999 Omnibus Stock Incentive Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of STANCORP FINANCIAL GROUP, INC. does hereby constitute and appoint
Ronald E. Timpe, Eric E. Parsons, and J. Gregory Ness, and each of them, his
true and lawful attorney and agent to do any and all acts and things and to
execute in his name (whether on behalf of StanCorp Financial Group, Inc. or as
an officer or director of said Company, or otherwise) any and all instruments
which said attorney and agent may deem necessary or advisable in order to enable
StanCorp Financial Group, Inc. to comply with the Securities Act of 1933, as
amended, and any requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities Act of
1933, as amended, of shares of Common Stock of StanCorp Financial Group, Inc.
issuable pursuant to the 1999 Omnibus Stock Incentive Plan, including
specifically, but without limitation thereto, power and authority to sign his
name (whether on behalf of StanCorp Financial Group, Inc. or as an officer or
director of said Company, or otherwise) to a Registration Statement on Form S-8
and any amendment thereto (including any post-effective amendment) or
application for amendment thereto in respect to such Common Stock or any
exhibits filed therewith; and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue hereof.
DATED: May 3, 1999
/s/ Barry J. Galt
- -----------------
BARRY J. GALT
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(S-8 Registration Statement for 1999 Omnibus Stock Incentive Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of STANCORP FINANCIAL GROUP, INC. does hereby constitute and appoint
Ronald E. Timpe, Eric E. Parsons, and J. Gregory Ness, and each of them, his
true and lawful attorney and agent to do any and all acts and things and to
execute in his name (whether on behalf of StanCorp Financial Group, Inc. or as
an officer or director of said Company, or otherwise) any and all instruments
which said attorney and agent may deem necessary or advisable in order to enable
StanCorp Financial Group, Inc. to comply with the Securities Act of 1933, as
amended, and any requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities Act of
1933, as amended, of shares of Common Stock of StanCorp Financial Group, Inc.
issuable pursuant to the 1999 Omnibus Stock Incentive Plan, including
specifically, but without limitation thereto, power and authority to sign his
name (whether on behalf of StanCorp Financial Group, Inc. or as an officer or
director of said Company, or otherwise) to a Registration Statement on Form S-8
and any amendment thereto (including any post-effective amendment) or
application for amendment thereto in respect to such Common Stock or any
exhibits filed therewith; and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue hereof.
DATED: May 3, 1999
/s/ Richard Geary
- -----------------
RICHARD GEARY
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(S-8 Registration Statement for 1999 Omnibus Stock Incentive Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of STANCORP FINANCIAL GROUP, INC. does hereby constitute and appoint
Ronald E. Timpe, Eric E. Parsons, and J. Gregory Ness, and each of them, his
true and lawful attorney and agent to do any and all acts and things and to
execute in his name (whether on behalf of StanCorp Financial Group, Inc. or as
an officer or director of said Company, or otherwise) any and all instruments
which said attorney and agent may deem necessary or advisable in order to enable
StanCorp Financial Group, Inc. to comply with the Securities Act of 1933, as
amended, and any requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities Act of
1933, as amended, of shares of Common Stock of StanCorp Financial Group, Inc.
issuable pursuant to the 1999 Omnibus Stock Incentive Plan, including
specifically, but without limitation thereto, power and authority to sign his
name (whether on behalf of StanCorp Financial Group, Inc. or as an officer or
director of said Company, or otherwise) to a Registration Statement on Form S-8
and any amendment thereto (including any post-effective amendment) or
application for amendment thereto in respect to such Common Stock or any
exhibits filed therewith; and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue hereof.
DATED: May 3, 1999
/s/ Peter T. Johnson
- --------------------
PETER T. JOHNSON
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(S-8 Registration Statement for 1999 Omnibus Stock Incentive Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of STANCORP FINANCIAL GROUP, INC. does hereby constitute and appoint
Ronald E. Timpe, Eric E. Parsons, and J. Gregory Ness, and each of them, his
true and lawful attorney and agent to do any and all acts and things and to
execute in his name (whether on behalf of StanCorp Financial Group, Inc. or as
an officer or director of said Company, or otherwise) any and all instruments
which said attorney and agent may deem necessary or advisable in order to enable
StanCorp Financial Group, Inc. to comply with the Securities Act of 1933, as
amended, and any requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities Act of
1933, as amended, of shares of Common Stock of StanCorp Financial Group, Inc.
issuable pursuant to the 1999 Omnibus Stock Incentive Plan, including
specifically, but without limitation thereto, power and authority to sign his
name (whether on behalf of StanCorp Financial Group, Inc. or as an officer or
director of said Company, or otherwise) to a Registration Statement on Form S-8
and any amendment thereto (including any post-effective amendment) or
application for amendment thereto in respect to such Common Stock or any
exhibits filed therewith; and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue hereof.
DATED: May 3, 1999
/s/ Peter O. Kohler
- -------------------
PETER O. KOHLER
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(S-8 Registration Statement for 1999 Omnibus Stock Incentive Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of STANCORP FINANCIAL GROUP, INC. does hereby constitute and appoint
Ronald E. Timpe, Eric E. Parsons, and J. Gregory Ness, and each of them, his
true and lawful attorney and agent to do any and all acts and things and to
execute in his name (whether on behalf of StanCorp Financial Group, Inc. or as
an officer or director of said Company, or otherwise) any and all instruments
which said attorney and agent may deem necessary or advisable in order to enable
StanCorp Financial Group, Inc. to comply with the Securities Act of 1933, as
amended, and any requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities Act of
1933, as amended, of shares of Common Stock of StanCorp Financial Group, Inc.
issuable pursuant to the 1999 Omnibus Stock Incentive Plan, including
specifically, but without limitation thereto, power and authority to sign his
name (whether on behalf of StanCorp Financial Group, Inc. or as an officer or
director of said Company, or otherwise) to a Registration Statement on Form S-8
and any amendment thereto (including any post-effective amendment) or
application for amendment thereto in respect to such Common Stock or any
exhibits filed therewith; and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue hereof.
DATED: May 3, 1999
/s/ Jerome J. Meyer
- -------------------
JEROME J. MEYER
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(S-8 Registration Statement for 1999 Omnibus Stock Incentive Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of STANCORP FINANCIAL GROUP, INC. does hereby constitute and appoint
Ronald E. Timpe, Eric E. Parsons, and J. Gregory Ness, and each of them, his
true and lawful attorney and agent to do any and all acts and things and to
execute in his name (whether on behalf of StanCorp Financial Group, Inc. or as
an officer or director of said Company, or otherwise) any and all instruments
which said attorney and agent may deem necessary or advisable in order to enable
StanCorp Financial Group, Inc. to comply with the Securities Act of 1933, as
amended, and any requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities Act of
1933, as amended, of shares of Common Stock of StanCorp Financial Group, Inc.
issuable pursuant to the 1999 Omnibus Stock Incentive Plan, including
specifically, but without limitation thereto, power and authority to sign his
name (whether on behalf of StanCorp Financial Group, Inc. or as an officer or
director of said Company, or otherwise) to a Registration Statement on Form S-8
and any amendment thereto (including any post-effective amendment) or
application for amendment thereto in respect to such Common Stock or any
exhibits filed therewith; and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue hereof.
DATED: May 3, 1999
/s/ Ralph R. Peterson
- ---------------------
RALPH R. PETERSON
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(S-8 Registration Statement for 1999 Omnibus Stock Incentive Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of STANCORP FINANCIAL GROUP, INC. does hereby constitute and appoint
Ronald E. Timpe, Eric E. Parsons, and J. Gregory Ness, and each of them, his
true and lawful attorney and agent to do any and all acts and things and to
execute in his name (whether on behalf of StanCorp Financial Group, Inc. or as
an officer or director of said Company, or otherwise) any and all instruments
which said attorney and agent may deem necessary or advisable in order to enable
StanCorp Financial Group, Inc. to comply with the Securities Act of 1933, as
amended, and any requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities Act of
1933, as amended, of shares of Common Stock of StanCorp Financial Group, Inc.
issuable pursuant to the 1999 Omnibus Stock Incentive Plan, including
specifically, but without limitation thereto, power and authority to sign his
name (whether on behalf of StanCorp Financial Group, Inc. or as an officer or
director of said Company, or otherwise) to a Registration Statement on Form S-8
and any amendment thereto (including any post-effective amendment) or
application for amendment thereto in respect to such Common Stock or any
exhibits filed therewith; and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue hereof.
DATED: May 3, 1999
/s/ E. Kay Stepp
- ----------------
E. KAY STEPP
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(S-8 Registration Statement for 1999 Omnibus Stock Incentive Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of STANCORP FINANCIAL GROUP, INC. does hereby constitute and appoint
Ronald E. Timpe, Eric E. Parsons, and J. Gregory Ness, and each of them, his
true and lawful attorney and agent to do any and all acts and things and to
execute in his name (whether on behalf of StanCorp Financial Group, Inc. or as
an officer or director of said Company, or otherwise) any and all instruments
which said attorney and agent may deem necessary or advisable in order to enable
StanCorp Financial Group, Inc. to comply with the Securities Act of 1933, as
amended, and any requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities Act of
1933, as amended, of shares of Common Stock of StanCorp Financial Group, Inc.
issuable pursuant to the 1999 Omnibus Stock Incentive Plan, including
specifically, but without limitation thereto, power and authority to sign his
name (whether on behalf of StanCorp Financial Group, Inc. or as an officer or
director of said Company, or otherwise) to a Registration Statement on Form S-8
and any amendment thereto (including any post-effective amendment) or
application for amendment thereto in respect to such Common Stock or any
exhibits filed therewith; and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue hereof.
DATED: May 3, 1999
/s/ William Swindells
- ---------------------
WILLIAM SWINDELLS
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(S-8 Registration Statement for 1999 Omnibus Stock Incentive Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of STANCORP FINANCIAL GROUP, INC. does hereby constitute and appoint
Ronald E. Timpe, Eric E. Parsons, and J. Gregory Ness, and each of them, his
true and lawful attorney and agent to do any and all acts and things and to
execute in his name (whether on behalf of StanCorp Financial Group, Inc. or as
an officer or director of said Company, or otherwise) any and all instruments
which said attorney and agent may deem necessary or advisable in order to enable
StanCorp Financial Group, Inc. to comply with the Securities Act of 1933, as
amended, and any requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities Act of
1933, as amended, of shares of Common Stock of StanCorp Financial Group, Inc.
issuable pursuant to the 1999 Omnibus Stock Incentive Plan, including
specifically, but without limitation thereto, power and authority to sign his
name (whether on behalf of StanCorp Financial Group, Inc. or as an officer or
director of said Company, or otherwise) to a Registration Statement on Form S-8
and any amendment thereto (including any post-effective amendment) or
application for amendment thereto in respect to such Common Stock or any
exhibits filed therewith; and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue hereof.
DATED: May 3, 1999
/s/ Michael G. Thorne
- ---------------------
MICHAEL G. THORNE
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(S-8 Registration Statement for 1999 Omnibus Stock Incentive Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of STANCORP FINANCIAL GROUP, INC. does hereby constitute and appoint
Ronald E. Timpe, Eric E. Parsons, and J. Gregory Ness, and each of them, his
true and lawful attorney and agent to do any and all acts and things and to
execute in his name (whether on behalf of StanCorp Financial Group, Inc. or as
an officer or director of said Company, or otherwise) any and all instruments
which said attorney and agent may deem necessary or advisable in order to enable
StanCorp Financial Group, Inc. to comply with the Securities Act of 1933, as
amended, and any requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities Act of
1933, as amended, of shares of Common Stock of StanCorp Financial Group, Inc.
issuable pursuant to the 1999 Omnibus Stock Incentive Plan, including
specifically, but without limitation thereto, power and authority to sign his
name (whether on behalf of StanCorp Financial Group, Inc. or as an officer or
director of said Company, or otherwise) to a Registration Statement on Form S-8
and any amendment thereto (including any post-effective amendment) or
application for amendment thereto in respect to such Common Stock or any
exhibits filed therewith; and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue hereof.
DATED: May 3, 1999
/s/ Franklin E. Ulf
- -------------------
FRANKLIN E. ULF
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(S-8 Registration Statement for 1999 Omnibus Stock Incentive Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of STANCORP FINANCIAL GROUP, INC. does hereby constitute and appoint
Ronald E. Timpe, Eric E. Parsons, and J. Gregory Ness, and each of them, his
true and lawful attorney and agent to do any and all acts and things and to
execute in his name (whether on behalf of StanCorp Financial Group, Inc. or as
an officer or director of said Company, or otherwise) any and all instruments
which said attorney and agent may deem necessary or advisable in order to enable
StanCorp Financial Group, Inc. to comply with the Securities Act of 1933, as
amended, and any requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities Act of
1933, as amended, of shares of Common Stock of StanCorp Financial Group, Inc.
issuable pursuant to the 1999 Omnibus Stock Incentive Plan, including
specifically, but without limitation thereto, power and authority to sign his
name (whether on behalf of StanCorp Financial Group, Inc. or as an officer or
director of said Company, or otherwise) to a Registration Statement on Form S-8
and any amendment thereto (including any post-effective amendment) or
application for amendment thereto in respect to such Common Stock or any
exhibits filed therewith; and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue hereof.
DATED: May 3, 1999
/s/ Benjamin R. Whiteley
- ------------------------
BENJAMIN R. WHITELEY
