<PAGE>
As filed with the Securities and Exchange Commission on July 25, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
ReliaStar Financial Corp.
(Exact Name of Registrant as Specified in its Charter)
Minnesota 41-1620373
- ---------------------------------------- ---------------------------
(State of Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
20 Washington Avenue South
Minneapolis, Minnesota 55401
- ---------------------------------------- ---------------------------
(Address of Principal Executive Offices) (Zip Code)
Security-Connecticut, Inc.
1993 Stock Incentive Plan
--------------------------------------------------------------------------
(Full Title of the Plan)
Richard R. Crowl Copy to:
Senior Vice President, General Counsel, Thomas G. Morgan
and Secretary Michael A. Stanchfield
ReliaStar Financial Corp. Faegre & Benson LLP
20 Washington Avenue South 2200 Norwest Center
Minneapolis, Minnesota 55401 Minneapolis, Minnesota 55402
(Name and Address of Agent for Service) (612) 336-3000
(612) 342-3514
(Telephone Number, Including Area Code, of Agent For Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Proposed Proposed
Title of Securities Amount to be Maximum Offering Price Maximum Aggregate Amount of
to be Registered Registered Per Share Offering Price Registration Fee
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share 310,823 Shares (1) $(2) $10,703,297 (3) $3,243.43
===================================================================================================================================
(1) Maximum number of shares available upon exercise of options issued under the Security-Connecticut, Inc. 1993 Stock Incentive
Plan. No further options will be issued under the Plan.
(2) Prices range from $25.79 to $48.89 per share, with an average of $34.4353 per share.
(3) Calculated under Rule 457(h)(1).
===================================================================================================================================
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), are, as of their respective dates, incorporated
by reference in this Registration Statement:
(a) The Annual Report on Form 10-K of ReliaStar Financial Corp. (the
"Company") for the fiscal year ended December 31, 1996 (which incorporates by
reference certain portions of the Company's 1996 Annual Report to Shareholders,
including financial statements and accompanying information, and certain
portions of the Company's definitive proxy statement for its 1997 Annual Meeting
of Shareholders);
(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 on
Form 10-K referred to in (a) above; and
(c) The description of the Company's Common Stock and related Rights to
Purchase Preferred Stock contained its Amendment on Form 8-K/A dated May 20,
1993 to its Current Report on Form 8-K dated January 17, 1989 filed by it in
lieu of a Registration Statement on Form 8-B and Amendment on Form 8A/A dated
September 12, 1994 to a Registration Statement on Form 8-A dated October 4,
1989, as amended on February 15, 1990 (File No. 0-17441).
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
that indicates that all shares of Common Stock offered have been sold or which
deregisters all shares of Common Stock then remaining unsold, shall be deemed to
be incorporated by reference in, and to be a part of, this Registration
Statement from the date of filing of such documents.
Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or incorporated herein by reference or in any other
subsequently filed document that is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Reference is made to Section 145 of the General Corporation Law of the State
of Delaware, which provides for indemnification of directors and officers in
certain circumstances.
Article VIII of the By-Laws of the Company provides for broad indemnification
of directors and officers of the Company. See Exhibit 4(b) hereto.
The Company also maintains director and officer liability insurance policies.
In addition, Section 7 of Article Sixth of the Company's Certificate of
Incorporation contains broad provisions limiting the liability of directors for
monetary damages for breach of fiduciary duty as a director. See Exhibit 4(a)
hereto.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
-------
4(a) Certificate of Incorporation, as amended, of the Company (incorporated by
reference to Exhibit 3(b)(1) to the Company's Registration Statement on
Form S-4, Registration No. 33-25107).
4(b) By-Laws, as amended, of the Company (incorporated by reference to Exhibit
3 to the Company's Annual Report on Form 10-K for the year ended December
31, 1990, File No. 1-10640).
4(c) Surplus Note (incorporated by reference to Exhibit 4(e) to the Company's
Registration Statement on Form S-3, Registration No. 33-87588).
4(d) Rights Agreement dated as of October 7, 1988 (incorporated by reference
to Exhibit 1 to the Company's Registration Statement on Form 8-A dated
October 4, 1989, File No. 0-17441).
4(e) Amendment to Rights Agreement dated as of February 8, 1990 (incorporated
by reference to Exhibit 1 to the Company's Amendment on Form 8 dated
February 15, 1990 to Registration Statement on Form 8-A dated October 4,
1989, File No. 0-17441).
4(f) Amendment to Rights Agreement dated as of September 10, 1994
(incorporated by reference to Exhibit 1 to the Company's Amendment on
Form 8-A/A dated September 12, 1994 to Registration Statement on Form 8-A
dated October 4, 1989, File No. 0-17441).
2
<PAGE>
5 Opinion of Faegre & Benson LLP.
23(a) Consent of Faegre & Benson LLP (included in Exhibit 5).
23(b) Consent of Deloitte & Touche LLP.
24 Powers of Attorney (included with signatures to this
Registration Statement).
99(a) Security-Connecticut 1993 Stock Incentive Plan (incorporated
by reference to Security-Connecticut's Annual Report on Form 10-K
for the year ended December 31, 1993, File No. 1-12746).
99(b) First Amendment to Security-Connecticut 1993 Stock Incentive
Plan (incorporated by reference to Exhibit 10.19 to Security-
Connecticut's Annual Report on Form 10-K for the year ended
December 31, 1996, File No. 1-12746).
Item 9. Undertakings.
A. The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(b) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement;
and
(c) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (A)(1)(a) and (A)(1)(b) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Sections 13 or 15(d) of the Exchange Act that are incorporated by reference in
this 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 herein, 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Sections 13(a) or 15(d)
3
<PAGE>
of the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to 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
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 of whether such indemnification by it is against public policy as
expressed in the Securities Act, and will be governed by the final adjudication
of such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
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 Minneapolis, State of Minnesota, on July 23, 1997.
RELIASTAR FINANCIAL CORP.
(Registrant)
By JOHN G. TURNER*
---------------------------------------
John G. Turner
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on July 23, 1997 by the following persons
in the capacities with ReliaStar Financial Corp. indicated:
JOHN G. TURNER* Chairman and Chief Executive Officer
- ----------------------------- (Principal Executive Officer)
John G. Turner
WAYNE R. HUNEKE* Senior Vice President, Chief
- ----------------------------- Financial Officer and Treasurer
Wayne R. Huneke (Principal Financial and Accounting Officer)
CHRIS D. SCHREIER* Second Vice President and Controller
- ----------------------------- (Principal Accounting Officer)
Chris D. Schreier
CAROLYN H. BALDWIN )
DAVID C. COX )
JOHN H. FLITTIE )
LUELLA GROSS GOLDBERG )
WILLIAM A. HODDER )
JAMES J. HOWARD III )
RANDY C. JAMES ) A majority of the Board of Directors*
RICHARD L. KNOWLTON )
DAVID A. KOCH )
RICHARD M. KOVACEVICH )
GLEN D. NELSON, M.D. )
JAMES J. RENIER )
JOHN G. TURNER )
* Richard R. Crowl, by signing his name hereto, does hereby sign this document
on behalf of each of the above-named officers or directors of ReliaStar
Financial Corp. pursuant to powers of attorney duly executed by such persons.
/s/ Richard R. Crowl
-----------------------------------------
Richard R. Crowl
Attorney-in-fact
5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
- --------
<S> <C> <C>
4(a) Certificate of Incorporation, as amended, of the
Company (incorporated by reference to Exhibit 3(b)(1)
to the Company's Registration Statement on Form S-4,
Registration No. 33-25107).............................. Incorporated by Reference
4(b) By-Laws, as amended, of the Company (incorporated by
reference to Exhibit 3 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1990, File
No. 1-10640)............................................ Incorporated by Reference
4(c) Surplus Note (incorporated by reference to Exhibit 4(e)
to the Company's Registration Statement on Form S-3,
Registration No. 33-87588).............................. Incorporated by Reference
4(d) Rights Agreement dated as of October 7, 1988
(incorporated by reference to Exhibit 1 to the
Company's Registration Statement on Form 8-A dated
October 4, 1989, File No. 0-17441)...................... Incorporated by Reference
4(e) Amendment to Rights Agreement dated as of February 8,
1990 (incorporated by reference to Exhibit 1 to the
Company's Amendment on Form 8 dated February 15, 1990
to Registration Statement on Form 8-A dated October 4,
1989, File No. 0-17441)................................. Incorporated by Reference
4(f) Amendment to Rights Agreement dated as of September 10,
1994 (incorporated by reference to Exhibit 1 to the
Company's Amendment on Form 8-A/A dated September 12,
1994 to Registration Statement on Form 8-A dated
October 4, 1989, File No. 0-17441)...................... Incorporated by Reference
5 Opinion of Faegre & Benson LLP.......................... Filed Electronically
23(a) Consent of Faegre & Benson LLP (included in Exhibit 5)
23(b) Consent of Deloitte & Touche LLP........................ Filed Electronically
24 Powers of Attorney (included with signatures to this
Registration Statement)................................. Filed Electronically
99(a) Security-Connecticut 1993 Stock Incentive Plan
(incorporated by reference to Security-Connecticut's
Annual Report on Form 10-K for the year ended December
31, 1993, File No. 1-12746)............................. Incorporated by Reference
99(b) First Amendment to Security-Connecticut 1993 Stock
Incentive Plan (incorporated by reference to Exhibit
10.19 to Security-Connecticut's Annual Report on Form
10-K for the year ended December 31, 1996, File No.
1-12746)................................................ Incorporated by Reference
</TABLE>
<PAGE>
Exhibit 5
[Letterhead of Faegre & Benson LLP]
July 23, 1997
ReliaStar Financial Corp.
20 Washington Avenue South
Minneapolis, Minnesota 55401
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-8 (the
"Registration Statement") relating to the offering of up to 310,823 shares of
Common Stock, par value $.01 per share, of ReliaStar Financial Corp. (the
"Company"), pursuant to the Security-Connecticut 1993 Stock Incentive Plan, as
amended, (the "Plan") and the Agreement and Plan of Merger dated February 23,
1997 between the Company and Security-Connecticut Corporation (the "Merger
Agreement"), we have examined such corporate records and other documents,
including the Plan and the Merger Agreement, and have reviewed such matters of
law, as we have deemed relevant hereto, and, based upon such examination and
review, it is our opinion that all necessary corporate action on the part of the
Company has been taken to authorize the issuance and sale of such shares of
Common Stock by the Company, and that, when issued and sold as contemplated in
the Plan and the Merger Agreement, such shares will be legally issued, fully
paid and non-assessable under the current laws of the State of Delaware.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Faegre & Benson LLP
FAEGRE & BENSON LLP
<PAGE>
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
ReliaStar Financial Corp. on Form S-8 of our report dated January 31, 1997,
except for Note 14, as to which the date is February 23, 1997, appearing in (and
incorporated by reference in) the Annual Report on Form 10-K of ReliaStar
Financial Corp. for the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
July 23, 1997
<PAGE>
Exhibit 24
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, John H. Flittie, Wayne R.
Huneke and Richard R. Crowl, and each or any one of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as director or officer of the company to a Registration
Statement or Registration Statements, on Form S-8 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by the
company with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock to be issued by the company in connection with the assumption of stock
options in connection with the company's merger with Security-Connecticut
Corporation, and to file the Registration Statement with the Commission,
granting unto the attorneys-in-fact, and each of them, full power and authority
to perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 23rd day of June, 1997.
/s/ John G. Turner
------------------
John G. Turner
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, John H. Flittie, Wayne R.
Huneke and Richard R. Crowl, and each or any one of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as director or officer of the company to a Registration
Statement or Registration Statements, on Form S-8 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by the
company with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock to be issued by the company in connection with the assumption of stock
options in connection with the company's merger with Security-Connecticut
Corporation, and to file the Registration Statement with the Commission,
granting unto the attorneys-in-fact, and each of them, full power and authority
to perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 23rd day of June, 1997.
/s/ Wayne R. Huneke
-------------------
Wayne R. Huneke
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, John H. Flittie, Wayne R.
Huneke and Richard R. Crowl, and each or any one of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as director or officer of the company to a Registration
Statement or Registration Statements, on Form S-8 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by the
company with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock to be issued by the company in connection with the assumption of stock
options in connection with the company's merger with Security-Connecticut
Corporation, and to file the Registration Statement with the Commission,
granting unto the attorneys-in-fact, and each of them, full power and authority
to perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 23rd day of June, 1997.
/s/ Chris D. Schreier
---------------------
Chris D. Schreier
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, John H. Flittie, Wayne R.
Huneke and Richard R. Crowl, and each or any one of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as director or officer of the company to a Registration
Statement or Registration Statements, on Form S-8 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by the
company with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock to be issued by the company in connection with the assumption of stock
options in connection with the company's merger with Security-Connecticut
Corporation, and to file the Registration Statement with the Commission,
granting unto the attorneys-in-fact, and each of them, full power and authority
to perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 23rd day of June, 1997.
/s/ Carolyn H. Baldwin
----------------------
Carolyn H. Baldwin
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, John H. Flittie, Wayne R.
Huneke and Richard R. Crowl, and each or any one of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as director or officer of the company to a Registration
Statement or Registration Statements, on Form S-8 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by the
company with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock to be issued by the company in connection with the assumption of stock
options in connection with the company's merger with Security-Connecticut
Corporation, and to file the Registration Statement with the Commission,
granting unto the attorneys-in-fact, and each of them, full power and authority
to perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 23rd day of June, 1997.
/s/ David C. Cox
----------------
David C. Cox
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, John H. Flittie, Wayne R.
Huneke and Richard R. Crowl, and each or any one of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as director or officer of the company to a Registration
Statement or Registration Statements, on Form S-8 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by the
company with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock to be issued by the company in connection with the assumption of stock
options in connection with the company's merger with Security-Connecticut
Corporation, and to file the Registration Statement with the Commission,
granting unto the attorneys-in-fact, and each of them, full power and authority
to perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 23rd day of June, 1997.
/s/ John H. Flittie
-------------------
John H. Flittie
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, John H. Flittie, Wayne R.
Huneke and Richard R. Crowl, and each or any one of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as director or officer of the company to a Registration
Statement or Registration Statements, on Form S-8 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by the
company with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock to be issued by the company in connection with the assumption of stock
options in connection with the company's merger with Security-Connecticut
Corporation, and to file the Registration Statement with the Commission,
granting unto the attorneys-in-fact, and each of them, full power and authority
to perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand this 23rd day of June, 1997.
/s/ Luella Gross Goldberg
-------------------------
Luella Gross Goldberg
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, John H. Flittie, Wayne R.
Huneke and Richard R. Crowl, and each or any one of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as director or officer of the company to a Registration
Statement or Registration Statements, on Form S-8 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by the
company with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock to be issued by the company in connection with the assumption of stock
options in connection with the company's merger with Security-Connecticut
Corporation, and to file the Registration Statement with the Commission,
granting unto the attorneys-in-fact, and each of them, full power and authority
to perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand this 23rd day of June, 1997.
/s/ William A. Hodder
---------------------
William A. Hodder
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, John H. Flittie, Wayne R.
Huneke and Richard R. Crowl, and each or any one of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as director or officer of the company to a Registration
Statement or Registration Statements, on Form S-8 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by the
company with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock to be issued by the company in connection with the assumption of stock
options in connection with the company's merger with Security-Connecticut
Corporation, and to file the Registration Statement with the Commission,
granting unto the attorneys-in-fact, and each of them, full power and authority
to perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand this 23rd day of June, 1997.
/s/ James J. Howard III
-----------------------
James J. Howard III
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, John H. Flittie, Wayne R.
Huneke and Richard R. Crowl, and each or any one of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as director or officer of the company to a Registration
Statement or Registration Statements, on Form S-8 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by the
company with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock to be issued by the company in connection with the assumption of stock
options in connection with the company's merger with Security-Connecticut
Corporation, and to file the Registration Statement with the Commission,
granting unto the attorneys-in-fact, and each of them, full power and authority
to perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand this 23rd day of June, 1997.
/s/ Randy C. James
------------------
Randy C. James
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, John H. Flittie, Wayne R.
Huneke and Richard R. Crowl, and each or any one of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as director or officer of the company to a Registration
Statement or Registration Statements, on Form S-8 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by the
company with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock to be issued by the company in connection with the assumption of stock
options in connection with the company's merger with Security-Connecticut
Corporation, and to file the Registration Statement with the Commission,
granting unto the attorneys-in-fact, and each of them, full power and authority
to perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand this 23rd day of June, 1997.
/s/ Richard L. Knowlton
------------------------------
Richard L. Knowlton
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, John H. Flittie, Wayne R.
Huneke and Richard R. Crowl, and each or any one of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as director or officer of the company to a Registration
Statement or Registration Statements, on Form S-8 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by the
company with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock to be issued by the company in connection with the assumption of stock
options in connection with the company's merger with Security-Connecticut
Corporation, and to file the Registration Statement with the Commission,
granting unto the attorneys-in-fact, and each of them, full power and authority
to perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand this 23rd day of June, 1997.
/s/ David A. Koch
------------------------------
David A. Koch
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, John H. Flittie, Wayne R.
Huneke and Richard R. Crowl, and each or any one of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as director or officer of the company to a Registration
Statement or Registration Statements, on Form S-8 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by the
company with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock to be issued by the company in connection with the assumption of stock
options in connection with the company's merger with Security-Connecticut
Corporation, and to file the Registration Statement with the Commission,
granting unto the attorneys-in-fact, and each of them, full power and authority
to perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand this 23rd day of June, 1997.
/s/ Glen D. Nelson, M.D.
------------------------------
Glen D. Nelson, M.D.
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, John H. Flittie, Wayne R.
Huneke and Richard R. Crowl, and each or any one of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as director or officer of the company to a Registration
Statement or Registration Statements, on Form S-8 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by the
company with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock to be issued by the company in connection with the assumption of stock
options in connection with the company's merger with Security-Connecticut
Corporation, and to file the Registration Statement with the Commission,
granting unto the attorneys-in-fact, and each of them, full power and authority
to perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand this 23rd day of June, 1997.
/s/ James J. Renier
------------------------------
James J. Renier
