<PAGE>
As filed with the Securities and Exchange Commission on November 5, 1999
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)
Delaware 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)
Pilgrim Capital Corporation Stock Option Plan
Pilgrim Capital Corporation 1996 Performance Share Plan
Pilgrim Capital Corporation 1998 Directors' Stock Option Plan
and Certain Non-Statutory Stock Option Agreements with Non-Employee Directors
- --------------------------------------------------------------------------------
(Full Title of the Plans)
Richard R. Crowl Copy to:
Senior Vice President, General Counsel, Thomas G. Morgan
and Secretary Faegre & Benson LLP
ReliaStar Financial Corp. 2200 Norwest Center
20 Washington Avenue South Minneapolis, Minnesota 55402
Minneapolis, Minnesota 55401 (612) 336-3000
(Name and Address of Agent for Service)
(612) 372-5432
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
Proposed Proposed
Title of Securities Amount to be Maximum Offering Maximum Aggregate Amount of
to be Registered Registered Price Per Share Offering Price Registration Fee
- ------------------------- ----------------------- ----------------------- ----------------------- ------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 650,715 Shares (1) $ (2) $3,354,222 (3)
- ------------------------- ----------------------- ----------------------- ----------------------- ------------------------
Common Stock, par value
$.01 per share 259,537 Shares (4) $ (5) $2,699,185 (3)
- ------------------------- ----------------------- ----------------------- ----------------------- ------------------------
Common Stock, par value
$.01 per share 62,410 Shares (6) $ 22.83 $1,424,820 (3)
- ------------------------- ----------------------- ----------------------- ----------------------- ------------------------
Common Stock, par value
$.01 per share 62,410 Shares (7) $ 4.60 $287,086 (3)
- ------------------------- ----------------------- ----------------------- ----------------------- ------------------------
Total 1,035,072 Shares N/A $7,765,313 $2,159
==========================================================================================================================
(1) Maximum number of shares available upon exercise of options issued under the Pilgrim Capital Corporation Stock Option Plan. No
further options will be issued under that plan.
(2) Prices range from $4.60 to $27.80 per share, with a weighted average of $5.15 per share.
(3) Calculated under Rule 457(h)(1).
(4) Maximum number of shares available upon exercise of awards issued under the Pilgrim Capital Corporation 1996 Performance Share
Plan. No further awards will be issued under that plan.
(5) Prices range from $4.60 to $31.55 per share, with a weighted average of $10.40 per share.
(6) Maximum number of shares available upon exercise of options issued under the Pilgrim Capital Corporation 1998 Directors' Stock
Option Plan. No further options will be issued under that plan.
(7) Maximum number of shares available upon exercise of options issued all outstanding Non-Statutory Stock Option Agreements with
Non-Employee Directors of Pilgrim Capital Corporation.
==========================================================================================================================
</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 under the Securities Exchange Act of 1934 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. for the
fiscal year ended December 31, 1998 (which incorporates by reference certain
portions of ReliaStar's 1998 Annual Report to Shareholders, including financial
statements and accompanying information, and certain portions of ReliaStar's
definitive proxy statement for its 1999 Annual Meeting of Shareholders);
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities 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 ReliaStar'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 (File No. 1-10640)
and its Registration Statement on Form 8A/A dated February 26, 1999.
In addition, all documents filed by ReliaStar pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act after the date of
this Registration Statement and before the filing of a post-effective amendment
that indicates that all shares of common stock offered have been sold or that
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 that 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.
1
<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.
In addition, Section 7 of Article Sixth of ReliaStar's Certificate of
Incorporation contains broad provisions limiting the liability of directors for
monetary damages for breach of fiduciary duty as a director. Article VIII of
ReliaStar's Bylaws also provides for broad indemnification of directors and
officers of ReliaStar. Finally, ReliaStar maintains director and officer
liability insurance policies.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Exhibit
------ -------
4 Amended and Restated Rights Agreement dated as of February
11, 1999 between ReliaStar and Norwest Bank Minnesota,
National Association, as Rights Agent (incorporated by
reference to Exhibit 1 to Amendment to Registration
Statement on Form 8-A/A dated February 26, 1999).
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 ReliaStar.
99(a) Pilgrim Capital Corporation Stock Option Plan (incorporated
by reference to Exhibit 4.2.1 to Pilgrim Capital
Corporation's Annual Report on Form 10-K for the year ended
September 30, 1993, File No. 0-19799).
99(b) Pilgrim Capital Corporation 1996 Performance Share Plan
(incorporated by reference to Exhibit 4.5.1 to Pilgrim
Capital Corporation's Annual Report on Form 10-K for the
year ended September 30, 1996, File No. 0-19799).
99(c) Pilgrim Capital Corporation 1998 Directors' Stock Option
Plan (incorporated by reference to Exhibit 4 to Pilgrim
Capital Corporation's Registration Statement on
2
<PAGE>
Exhibit
Number Exhibit
------ -------
Form S-8, Reg. No. 333-83505).
99(d) Form of Pilgrim Capital Corporation Non-Statutory Stock
Option Agreement for Non-Employee Directors (incorporated by
reference to Exhibit 4 to Pilgrim Capital Corporation's
Registration Statement on Form S-8, Reg. No. 33-64738).
Item 9. Undertakings.
A. ReliaStar 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;
(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 ReliaStar pursuant to
Sections 13 or 15(d) of the Securities 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. ReliaStar hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of ReliaStar's annual report
pursuant to Sections 13(a) or 15(d) of the Securities 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.
3
<PAGE>
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of ReliaStar pursuant to the foregoing provisions, or otherwise, ReliaStar has
been advised that in the opinion of the SEC 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 ReliaStar of expenses incurred or paid by
a director, officer or controlling person of ReliaStar 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, ReliaStar
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 November 4,
1999.
RELIASTAR FINANCIAL CORP.
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 the 4th day of November, 1999, by the
following persons in the capacities indicated:
/s/ John G. Turner* Chairman and Chief Executive Officer
- ------------------------- (Principal Executive Officer)
John G. Turner
/s/ James R. Miller* Senior Vice President, Chief Financial
- ------------------------- Officer and Treasurer (Principal Financial
James R. Miller Officer)
/s/ Chris D. Schreier* Vice President and Controller
- ------------------------- (Principal Accounting Officer)
Chris D. Schreier
Carolyn H. Baldwin )
David C. Cox )
Richard U. De Schutter )
John H. Flittie )
Luella G. Goldberg )
William A. Hodder )
James J. Howard ) A majority of the board of directors*
Randy C. James )
Richard L. Knowlton )
David A. Koch )
James J. Renier )
Robert C. Salipante )
John G. Turner )
*Richard R. Crowl, by signing his name hereto, hereby signs this
document on behalf of each of the other above-named officers or directors
of the registrant pursuant to powers of attorney duly executed by such
persons.
By /s/ Richard R. Crowl
------------------------
Richard R. Crowl
Attorney-in-fact
5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Manner of Filing
------- ------- ----------------
<S> <C> <C>
4 Amended and Restated Rights Agreement dated as of February
11, 1999 between ReliaStar and Norwest Bank Minnesota,
National Association, as Rights Agent (incorporated by
reference to Exhibit 1 to Amendment to Registration Statement
on Form 8-A/A dated February 26, 1999). ..........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). ...............Filed Electronically
24 Powers of Attorney of directors and officers of ReliaStar. ...............Filed Electronically
99(a) Pilgrim Capital Corporation Stock Option Plan (incorporated
by reference to Exhibit 4.2.1 to Pilgrim Capital
Corporation's Annual Report on Form 10-K for the year ended
September 30, 1993, File No. 0-19799). ..........Incorporated by Reference
99(b) Pilgrim Capital Corporation 1996 Performance Share Plan
(incorporated by reference to Exhibit 4.5.1 to Pilgrim
Capital Corporation's Annual Report on Form 10-K for the year
ended September 30, 1996, File No. 0-19799). ..........Incorporated by Reference
99(c) Pilgrim Capital Corporation 1998 Directors' Stock Option Plan
(incorporated by reference to Exhibit 4 to Pilgrim Capital
Corporation's Annual Report on Form S-8, Reg. No. 333-83505). ..........Incorporated by Reference
99(d) Pilgrim Capital Corporation 1998 Directors' Stock Option Plan
(incorporated by reference to Exhibit 4 of Pilgrim Capital
Corporation's Annual Report on Form S-8, Reg. No. 33-64738). ..........Incorporated by Reference
</TABLE>
6
<PAGE>
Exhibit 5
[FAEGRE & BENSON LLP LETTERHEAD]
November 5, 1999
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 1,035,072 shares of
common stock, par value $.01 per share, of ReliaStar Financial Corp. (the
"Company"), pursuant to the Pilgrim Capital Corporation Stock Option Plan, the
Pilgrim Capital Corporation 1996 Performance Share Plan, the Pilgrim Capital
Corporation 1998 Directors' Stock Option Plan, and certain Non-Statutory Stock
Option Agreements between Pilgrim Capital Corporation and the Non-Employee
Directors named therein (collectively, the "Plans") and the Agreement and Plan
of Merger dated as of July 22, 1999 among the Company, Northstar Holding, Inc.,
and Pilgrim Capital Corporation (the "Merger Agreement"), we have examined such
corporate records and other documents, including the Plans 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 Plans 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(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of ReliaStar Financial Corp. and Subsidiaries of our reports dated
February 4, 1999, 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, 1998.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
November 4, 1999
<PAGE>
Exhibit 24
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director and/or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, Robert C. Salipante, Wayne
R. Huneke, James R. Miller 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 such director and/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 (and rights affixed thereto) or other
securities to be issued by the Company in connection with the employee stock
option plan(s) of Pilgrim Capital 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 8th day of July, 1999.
/s/ John G. Turner
-------------------
John G. Turner
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director and/or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, Robert C. Salipante, Wayne
R. Huneke, James R. Miller 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 such director and/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 (and rights affixed thereto) or other
securities to be issued by the Company in connection with the employee stock
option plan(s) of Pilgrim Capital 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 8th day of July, 1999.
/s/ Robert C. Salipante
------------------------
Robert C. Salipante
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director and/or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, Robert C. Salipante, Wayne
R. Huneke, James R. Miller 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 such director and/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 (and rights affixed thereto) or other
securities to be issued by the Company in connection with the employee stock
option plan(s) of Pilgrim Capital 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 3rd day of November, 1999.
/s/ Chris D. Schreier
----------------------
Chris D. Schreier
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director and/or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, Robert C. Salipante, Wayne
R. Huneke, James R. Miller 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 such director and/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 (and rights affixed thereto) or other
securities to be issued by the Company in connection with the employee stock
option plan(s) of Pilgrim Capital 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 3rd day of November, 1999.
/s/ James R. Miller
--------------------
James R. Miller
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director and/or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, Robert C. Salipante, Wayne
R. Huneke, James R. Miller 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 such director and/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 (and rights affixed thereto) or other
securities to be issued by the Company in connection with the employee stock
option plan(s) of Pilgrim Capital 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 8th day of July, 1999.
/s/ Carolyn H. Baldwin
-----------------------
Carolyn H. Baldwin
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director and/or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, Robert C. Salipante, Wayne
R. Huneke, James R. Miller 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 such director and/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 (and rights affixed thereto) or other
securities to be issued by the Company in connection with the employee stock
option plan(s) of Pilgrim Capital 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 8th day of July, 1999.
/s/ David C. Cox
-----------------
David C. Cox
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director and/or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, Robert C. Salipante, Wayne
R. Huneke, James R. Miller 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 such director and/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 (and rights affixed thereto) or other
securities to be issued by the Company in connection with the employee stock
option plan(s) of Pilgrim Capital 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 8th day of July, 1999.
/s/ Richard U. De Schutter
---------------------------
Richard U. De Schutter
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director and/or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, Robert C. Salipante, Wayne
R. Huneke, James R. Miller 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 such director and/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 (and rights affixed thereto) or other
securities to be issued by the Company in connection with the employee stock
option plan(s) of Pilgrim Capital 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 8th day of July, 1999.
/s/ John H. Flittie
--------------------
John H. Flittie
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director and/or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, Robert C. Salipante, Wayne
R. Huneke, James R. Miller 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 such director and/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 (and rights affixed thereto) or other
securities to be issued by the Company in connection with the employee stock
option plan(s) of Pilgrim Capital 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 8th day of July, 1999.
/s/ Luella Gross Goldberg
--------------------------
Luella Gross Goldberg
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director and/or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, Robert C. Salipante, Wayne
R. Huneke, James R. Miller 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 such director and/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 (and rights affixed thereto) or other
securities to be issued by the Company in connection with the employee stock
option plan(s) of Pilgrim Capital 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 8th day of July, 1999.
/s/ William A. Hodder
----------------------
William A. Hodder
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director and/or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, Robert C. Salipante, Wayne
R. Huneke, James R. Miller 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 such director and/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 (and rights affixed thereto) or other
securities to be issued by the Company in connection with the employee stock
option plan(s) of Pilgrim Capital 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 8th day of July, 1999.
/s/ James J. Howard III
------------------------
James J. Howard III
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director and/or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, Robert C. Salipante, Wayne
R. Huneke, James R. Miller 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 such director and/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 (and rights affixed thereto) or other
securities to be issued by the Company in connection with the employee stock
option plan(s) of Pilgrim Capital 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 8th day of July, 1999.
/s/ Randy C. James
-------------------
Randy C. James
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director and/or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, Robert C. Salipante, Wayne
R. Huneke, James R. Miller 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 such director and/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 (and rights affixed thereto) or other
securities to be issued by the Company in connection with the employee stock
option plan(s) of Pilgrim Capital 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 8th day of July, 1999.
/s/ Richard L. Knowlton
------------------------
Richard L. Knowlton
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director and/or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, Robert C. Salipante, Wayne
R. Huneke, James R. Miller 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 such director and/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 (and rights affixed thereto) or other
securities to be issued by the Company in connection with the employee stock
option plan(s) of Pilgrim Capital 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 8th day of July, 1999.
/s/ David A. Koch
------------------
David A. Koch
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director and/or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, Robert C. Salipante, Wayne
R. Huneke, James R. Miller 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 such director and/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 (and rights affixed thereto) or other
securities to be issued by the Company in connection with the employee stock
option plan(s) of Pilgrim Capital 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 8th day of July, 1999.
/s/ James J. Renier
--------------------
James J. Renier
