RELIASTAR FINANCIAL CORP, S-3, 1998-03-18

RELIASTAR FINANCIAL CORP
S-3, 1998-03-18
LIFE INSURANCE

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<PAGE>

As filed with the Securities and Exchange Commission on March 18, 1998.

Registration No. 333-_________

- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

---------------------------

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

-----------------------------

RELIASTAR FINANCIAL CORP.
(Exact name of the Registrant as specified in its charter)

Delaware 41-1620373
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

20 Washington Avenue South
Minneapolis, Minnesota 55401
(612) 372-5601
(Address and telephone number of the Registrant's
principal executive offices)

Richard R. Crowl
Senior Vice President, General Counsel and Secretary
ReliaStar Financial Corp.
20 Washington Avenue South
Minneapolis, Minnesota 55401
(612) 372-5479
(Name, address and telephone number of agent for service)

---------------------------

copy to:
Thomas G. Morgan
Michael A. Stanchfield
Faegre & Benson LLP
2200 Norwest Center
90 South Seventh Street
Minneapolis, Minnesota 55402

-----------------------------

Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.

- --------------------------------------------------------------------------------
<PAGE>

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [x]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [ ]____________________________

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]__________________________________________

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

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<TABLE>
<CAPTION>

CALCULATION OF REGISTRATION FEE

- --------------------- ------------- ---------------------- ----------------------- ---------------

TITLE OF EACH CLASS AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED SHARE(1) PRICE(1) FEE
- -------------------- ----------------- ------------------- ---------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, 57,624
$.01 par value Shares $46.875 $2,701,125 $797
- ----------------- -------------------- ------------- ---------------------- -----------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
under Rule 457(c), based on the average of the high and low sale prices per
share of the Registrant's Common Stock on March 13, 1998, as reported on the New
York Stock Exchange Composite Tape.

-----------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

----------------------------------------------------------------------------
<PAGE>

SUBJECT TO COMPLETION, DATED MARCH 17, 1998

57,624 SHARES

RELIASTAR FINANCIAL CORP.

COMMON STOCK

This Prospectus relates to shares of Common Stock of ReliaStar Financial
Corp., a Delaware corporation (the "Company"), that may be sold by the Selling
Stockholders named herein. See "Selling Stockholders." These shares were issued
to the Selling Stockholders in connection with the acquisition by the Company of
Citizens Community Bancshares Co. ("Citizens"), a Minnesota corporation and
holding company for Citizens Savings Bank, F.S.B. ("Citizens Bank"), now named
"ReliaStar Bank." The Company will not receive any of the proceeds from the sale
of shares by the Selling Stockholders.

The Company's Common Stock is traded on the New York Stock Exchange
("NYSE") under the symbol "RLR." On March 13, 1998, the last sale price for the
Common Stock, as reported on the NYSE Composite Tape, was $47.00 per share. See
"Price Range of Common Stock and Dividend Policy."

The distribution of the shares of Common Stock offered hereby by the
Selling Stockholders may be effected from time to time (but no later than
________, 1998) in one or more transactions on the NYSE or otherwise, in
negotiated transactions, through the writing of options on shares (whether the
options are listed on an options exchange or otherwise), or a combination of
such methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, or at negotiated prices. The Selling
Stockholders may effect such transactions by selling shares to or through
broker-dealers, and these broker-dealers may receive compensation in the form of
underwriting discounts, concessions, or commissions from the Selling
Stockholders or purchasers of shares for whom they may act as agent (which
compensation may be in excess of customary commissions). See "Plan of
Distribution."

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been
authorized. This Prospectus does not constitute an offer or solicitation by
anyone in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation. The delivery of this Prospectus at any time shall not
create an implication that there has been no change in the affairs of the
Company since the date hereof.

THE DATE OF THIS PROSPECTUS IS ____________, 1998

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed wtih the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such State.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

<PAGE>

AVAILABLE INFORMATION

The Company is subject to the information-reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements, and other information with
the Securities and Exchange Commission (the "SEC"). These reports, proxy
statements, and other information may be inspected and copied at the public
reference facilities maintained by the SEC at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at the SEC's regional offices at 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661 and 75 Park Place, 14th Floor, New
York, New York 10007. Copies of these materials may be obtained at prescribed
rates from the public reference facilities of the SEC at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549. The SEC maintains a Web site (www.sec.gov)
that contains reports, proxy statements, and other information filed by the
Company. In addition, these materials may be inspected and copied at the offices
of the NYSE, 20 Broad Street, New York, New York 10005.

This Prospectus constitutes a part of a registration statement on Form S-3
(together with all amendments and exhibits thereto, referred to as the
"Registration Statement") filed by the Company with the SEC under the Securities
Act of 1933, as amended (the "Securities Act"). This Prospectus omits certain of
the information contained in the Registration Statement, and reference is hereby
made to the Registration Statement for further information with respect to the
Company and the Common Stock offered hereby. Any statement contained herein
concerning the provisions of any document is not necessarily complete, and, in
each instance, reference is made to the copy of the document filed as an exhibit
to the Registration Statement or otherwise filed with the SEC. Each such
statement is qualified in its entirety by that reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the SEC (File No.
1-10640) pursuant to the Exchange Act are incorporated herein by reference:

(i) the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 (which incorporates by reference certain portions of the
Company's 1996 Annual Report to Stockholders, including financial
statements and accompanying information, and certain portions of the
Company's definitive proxy statement for its 1997 Annual Meeting of
Stockholders);

(ii) the Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, June 30, and September 30, 1997;

(iii) the Company's Current Reports on Form 8-K dated February 23,
June 3, and July 1, 1997;

(iv) the Company's Amendment on Form 8-K/A dated May 20, 1993 to the
Company's Current Report on Form 8-K dated January 17, 1989 filed by the
Company 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),
which contain a description of the Company's Common Stock and related
Rights to Purchase Preferred Stock of the Company; and

(v) all other documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and before the termination of the offering of the shares of
Common Stock offered hereby.

Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
(or in any other subsequently filed document that also is or is deemed to be
incorporated herein by

2
<PAGE>

reference) modifies or supersedes that statement. Any statement so modified or
superseded shall not be deemed to constitute a part hereof except as so modified
or superseded.

The Company will provide without charge to each person, including any
beneficial holder, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any or all of the
documents that are incorporated herein by reference (other than exhibits to such
documents, unless those exhibits are specifically incorporated by reference
therein). Requests should be directed to ReliaStar Financial Corp., 20
Washington Avenue South, Minneapolis, Minnesota 55401, Attention: Secretary;
Telephone (612) 372-5601.

THE COMPANY

The Company is a holding company whose subsidiaries specialize in life
insurance and related financial services. Through ReliaStar Life Insurance
Company, Minneapolis, Minnesota, and other subsidiaries, the Company provides
and distributes individual life insurance and annuities, employee benefits
products and services, life and health reinsurance, retirement plans, mutual
funds, residential mortgages and personal finance education. In 1997 the Company
operated in four business segments: Individual Insurance, Employee Benefits,
Life and Health Reinsurance, and Pension.

Other principal subsidiaries are Northern Life Insurance Company,
Security-Connecticut Life Insurance Company, ReliaStar United Services Life
Insurance Company, ReliaStar Life Insurance Company of New York, Washington
Square Securities, Inc., Northstar Investment Management Corporation, ReliaStar
Mortgage Corporation, Successful Money Management Seminars, Inc., PrimeVest
Financial Services, Inc., and ReliaStar Bank.

The Company, which was incorporated in Delaware in 1988, became the parent
of ReliaStar Life Insurance Company and its subsidiaries pursuant to a Plan of
Conversion and Reorganization (the "Plan") that became effective on January 3,
1989. Under the Plan, ReliaStar Life Insurance Company, which was organized in
1885 (as "Northwestern National Life Insurance Company"), was converted from a
combined stock and mutual life insurance company to a stock life insurance
company.

The Company's executive offices are located at ReliaStar Financial Corp.,
20 Washington Avenue South, Minneapolis, Minnesota 55401, and its telephone
number is (612) 372-5601.

3
<PAGE>

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

The Company's Common Stock is listed and principally traded on the NYSE
under the symbol "RLR." The following table sets forth, for the calendar periods
indicated, the reported high and low sale prices on the NYSE Composite Tape and
dividends paid per share on the Common Stock. As of March 13, 1998, there were
90,876,025 shares of the Company's Common Stock outstanding. Price and dividend
information prior to September 10, 1997 have been restated to reflect the impact
of the Company's two-for-one split of its Common Stock effected on that date.

HIGH LOW DIVIDEND
1996:
First Quarter........................ $25.813 $20.750 $.125
Second Quarter....................... 23.500 20.688 .140
Third Quarter........................ 24.063 20.000 .140
Fourth Quarter....................... 29.188 23.813 .140

1997:
First Quarter........................ $32.688 $27.000 $.140
Second Quarter....................... 36.750 28.625 .155
Third Quarter........................ 40.188 35.656 .155
Fourth Quarter....................... 41.563 33.625 .155

1998:
First Quarter (through March 13)..... $48.750 $39.750 $.155

SELLING STOCKHOLDERS

The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of March 13, 1998 and as adjusted to
reflect the sale of shares offered by this Prospectus by each Selling
Stockholder.

<TABLE>
<CAPTION>
PERCENTAGE
OWNERSHIP
BEFORE AND
SHARES OWNED SHARES OWNED AFTER
BEFORE OFFERING SHARES OFFERED AFTER OFFERING OFFERING
--------------- -------------- -------------- --------
NAME NUMBER NUMBER NUMBER PERCENT
<S> <C> <C> <C> <C>
Harold E. Anderson(1) 42,728 6,000 36,728 *
James E. Bruner(2) 7,142 5,360 1,782 *
Alex D. Didier(3) 42,728 14,264 28,464 *
James Doll(1) 21,364 6,000 15,364 *
Robert J. Ferche(1) 42,728 6,000 36,728 *
Brian H. Myres(3)(4) 28,468 14,000 10,468 *
Lee H. Torborg(1) 42,728 6,000 36,728 *

</TABLE>
- ------------------------
* Represents beneficial ownership of less than one percent of the
outstanding Common Stock.
(1) Former Director, Citizens and Citizens Bank.
(2) Vice President - Commercial Lending, ReliaStar Bank.
(3) Former Director, Citizens; Director, ReliaStar Bank.
(4) Treasurer and Secretary, Citizens; President, ReliaStar Bank.

4
<PAGE>

PLAN OF DISTRIBUTION

The distribution of the shares of Common Stock offered hereby by the
Selling Stockholders may be effected from time to time (but no later than
_________, 1998) in one or more transactions on the NYSE or otherwise, in the
over-the-counter market, in negotiated transactions, through the writing of
options on shares (whether the options are listed on an options exchange or
otherwise), or a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, or at negotiated prices. The Selling Stockholders may effect such
transactions by selling shares to or through broker-dealers, and these
broker-dealers may receive compensation in the form of underwriting discounts,
concessions, or commissions from the Selling Stockholders or purchasers of
shares for whom they may act as agent (which compensation may be in excess of
customary commissions). The Selling Stockholders and broker-dealers that
participate with the Selling Stockholders in the distribution of shares may be
deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any commissions received by them and any profit on the
resale of shares may be deemed to be underwriting compensation.

LEGAL OPINIONS

The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Faegre & Benson LLP, 2200 Norwest Center, 90
South Seventh Street, Minneapolis, Minnesota 55402.

EXPERTS

The consolidated financial statements of the Company and related
financial statement schedules as of December 31, 1996 and 1995 and for each of
the three years in the period ended December 31, 1996, incorporated herein by
reference from the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports which are incorporated herein by reference,
and have been so incorporated in reliance upon the reports of such firm given
upon their authority as experts in accounting and auditing.

5
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Expenses in connection with the issuance and distribution of the shares
of Common Stock being registered hereunder, other than underwriting commissions
and expenses, are estimated below.

SEC Registration fee.......................................... $ 797
NYSE Listing fee.............................................. 14,750
Legal services and expenses................................... 3,000
Accounting services and expenses.............................. 2,000
Printing fees................................................. 500
--------
Total $ 21,047

Except for the SEC registration fee, all of the foregoing expenses have
been estimated. The Selling Stockholders will bear fees and disbursements of
their own legal counsel and transfer taxes. The Company will bear all other
expenses.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Reference is made to Section 145 of the Delaware General Corporation
Law, which provides for indemnification of directors and officers in certain
circumstances.
Article VIII of the Company's By-Laws 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 16. EXHIBITS

EXHIBIT
NUMBER
-------
4(a) Certificate of Incorporation, as amended, of the Company
(incorporated by reference to Exhibit 4(a) to the Company's
Registration Statement on Form S-8, Reg. No. 333-42125).
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, Reg. 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).
<PAGE>

5 Opinion of Faegre & Benson LLP.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Faegre & Benson LLP (included in Exhibit 5).
24 Powers of Attorney of directors and officers of the Company.

ITEM 17. UNDERTAKINGS.

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
of 1933, (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, and (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 (1)(i) and
(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 by the Company pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the 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 be the
initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part
of this Registration Statement as of the time it was declared effective.

II-2
<PAGE>

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.

II-3
<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-3 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 March 17,
1998.

RELIASTAR FINANCIAL CORP.
(Registrant)

By /s/ 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 March 17, 1998 by the following
persons in the capacities with ReliaStar Financial Corp. indicated:

JOHN G. TURNER* Chairman, Chief Executive Officer, and Director
- ------------------------------ (Principal Executive Officer)
John G. Turner

JAMES R. MILLER* Senior Vice President, Chief Financial Officer,
- ------------------------------ and Treasurer
James R. Miller (Principal Financial 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, hereby signs this document on
behalf off each of the above-named officers or directors of ReliaStar
Financial Corp. pursuant to powers of attorney duly executed by those
persons.

/S/ RICHARD R. CROWL
-----------------------------
Richard R. Crowl
Attorney-in-fact

II-4
<PAGE>

EXHIBIT INDEX

EXHIBIT DESCRIPTION
- ------- -----------
4(a) Certificate of Incorporation, as amended,
of the Company (incorporated by reference to
Exhibit 4(a) to the Company's Registration
Statement on Form S-8, Reg. No. 333-42125)...... 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, Reg. 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 Deloitte & Touche LLP................ Filed Electronically

23(b) Consent of Faegre & Benson LLP (included in Exhibit 5).

24 Powers of Attorney of directors and officers
of the Company.................................. Filed Electronically

<PAGE>

EXHIBIT 5

FAEGRE & BENSON LLP
2200 NORWEST CENTER
90 SOUTH SEVENTH STREET
MINNEAPOLIS, MINNESOTA 55402-3901
612/336-3000
FACSIMILE 612/336-3026

March 17, 1998

ReliaStar Financial Corp.
20 Washington Avenue South
Minneapolis, Minnesota 55401

Ladies and Gentlemen:

In connection with the proposed registration under the Securities Act of
1933, as amended, of 57,624 shares of Common Stock, $.01 par value, of ReliaStar
Financial Corp., a Delaware corporation (the "Company"), proposed to be sold by
certain Selling Stockholders of the Company, we have examined such corporate
records and other documents, including the Registration Statement on Form S-3,
dated the date hereof, relating to those shares (the "Registration Statement"),
and have reviewed such matters of law as we have deemed necessary for this
opinion. Based on the foregoing, we advise you that in our opinion:

1. The Company is a corporation duly organized and existing under the laws
of the State of Delaware.

2. The shares of Common Stock proposed to be sold by the Selling
Stockholders named in the Registration Statement are, and when sold as
contemplated in the Registration Statement will be, legally and validly
issued and fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm wherever appearing therein.

Very truly yours,

/s/ Faegre & Benson LLP
------------------------------
FAEGRE & BENSON LLP

<PAGE>

EXHIBIT 23(a)

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration Statement of
ReliaStar Financial Corp. on Form S-3 of our reports dated January 31, 1997,
except for Note 14 thereto, 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. and subsidiaries for the year ended December 31, 1996 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
Minneapolis, Minnesota
March 16, 1998

<PAGE>

EXHIBIT 24

RELIASTAR FINANCIAL CORP.