TAX SHARING AGREEMENT


THIS AGREEMENT is entered into by and between  ReliaStar Life Insurance  Company
("ReliaStar")  ReliaStar Life Insurance Company of New York (the  "Subsidiary"),
and  ReliaStar   Financial  Corp.   ReliaStar  Financial  Corp.  is  the  parent
corporation of ReliaStar and joins in this agreement as a signatory and not as a
participant in the tax sharing arrangement between ReliaStar and the Subsidiary.

                                   WITNESSETH:

WHEREAS,  ReliaStar and the  Subsidiaries  are members of an affiliated group as
that term is defined in Section  1504 of the Internal  Revenue Code of 1986,  as
amended (the "Code"), which consists of ReliaStar,  the Subsidiary,  and certain
other  subsidiaries  of  ReliaStar,  and which  expects  to file a  consolidated
federal  income tax return for each taxable  year during which the  Subsidiaries
are includible corporations qualified to so file; and

WHEREAS,  it is desirable for the  Subsidiaries and ReliaStar to enter into this
Tax Sharing Agreement  ("Agreement") to provide for the manner of computation of
the amounts  and timing of payments  with  regard  thereto by  ReliaStar  to the
Subsidiaries and by the Subsidiaries to ReliaStar, and various related matters;

NOW, THEREFORE, in consideration of the agreements contained herein and of other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

1.   AMOUNT OF PAYMENTS
     ------------------

     a.   GENERAL - For each taxable year during which a Subsidiary  is included
          in a  consolidated  federal  income tax  return  with  ReliaStar,  the
          Subsidiary  will pay to  ReliaStar  an  amount  equal  to the  regular
          federal income tax liability  (including  any interest,  penalties and
          other additions to tax) that such Subsidiary  would pay on its taxable
          income if it were filing a separate,  unconsolidated return,  provided
          that (i) Tax Assets (as defined  herein) will be treated in accordance
          with subsection (b) of this section,  (ii)  intercompany  transactions
          will be treated in accordance  with income tax  regulations  governing
          intercompany  transactions in consolidated  returns and subject to any
          election which may be made by ReliaStar with regard thereto; (iii) the
          Subsidiary's  payment  will  be  increased  to the  extent  that  such
          Subsidiary  generates  Other Taxes,  as determined in accordance  with
          subsection (d) of this section;  (iv) such computation will be made as
          though the highest rate of tax specified in subsection  (b) of Section
          11 of the Code were the only rate set  forth in that  subsection,  and
          (v) such  computation  shall  reflect  the  positions,  elections  and
          accounting  methods used by ReliaStar  in preparing  the  consolidated
          federal income tax return for ReliaStar and its Subsidiaries.


                                       59
<PAGE>


          It is  the  intention  of the  parties  that  the  tax  charge  to the
          Subsidiary  under this agreement  shall not be more than it would have
          paid if it had filed on a separate return basis.  The Subsidiary shall
          be "paid" for any foreign tax credits,  investment credits,  losses or
          any loss carry over  ("collectively  herein  referred  to as  credits)
          generated  by it,  to the  extent  actually  used in the  consolidated
          return.  Payment  shall  be equal to the  "savings"  generated  by its
          credits.  All payments shall be recorded on the Subsidiary's  books as
          contributed surplus. Once the Subsidiary is "paid" for its credits, it
          cannot use such credits in the  calculation of its tax liability under
          the separate return basis. Any of the  Subsidiary's  credits which are
          not used in the consolidated return and for which it has not been paid
          shall be retained by the Subsidiary for possible future use.

     b.   TAX  ASSETS - "Tax  Asset"  shall  mean any net  operating  loss,  net
          capital loss,  investment tax credit,  foreign tax credit,  charitable
          deduction, dividends received deduction or any other deduction, credit
          or  tax  attribute,   including  carryovers  and  carrybacks  of  such
          attributes, which could reduce taxes. Except as provided in subsection
          (c) of this  section,  for each taxable year during which a Subsidiary
          is  included  in  a  consolidated   federal  income  tax  return  with
          ReliaStar, ReliaStar will pay to the Subsidiary an amount equal to the
          tax  benefit of the  Subsidiary's  Tax  Assets to the extent  such Tax
          Assets are  utilized  in the  reduction  of the  consolidated  federal
          income tax liability of the ReliaStar  group.  The extent to which Tax
          Assets are actually  utilized will be  determined  in accordance  with
          Income Tax Regulations Sections 1.1552-1(a)(2) and 1.1502-33(d)(3).

     c.   SEPARATE  RETURN  YEARS - To the extent any  portion of a Tax Asset of
          the affiliated group is carried back to a  pre-consolidation  separate
          return year of a  Subsidiary  (whether by  operation  of law or at the
          discretion  of  ReliaStar)  the  Subsidiary  shall not be  entitled to
          payment from  ReliaStar with respect  thereto.  This shall be the case
          whether  or not that  Subsidiary  actually  receives  payment  for the
          benefit of such Tax Asset from the Internal Revenue Service ("IRS") or
          from the parent of a former affiliated group.

     d.   OTHER  TAXES - For any  taxable  year in which  the  affiliated  group
          incurs  taxes  (other than the  alternative  minimum  tax) such as ITC
          recapture, environmental tax, etc. ("Other Taxes"), such taxes, to the
          extent  directly  allocable  to the  Subsidiary,  will  be paid by the
          Subsidiary. To the extent such taxes are not directly allocable to the
          Subsidiary,  such taxes will be paid by the  Subsidiary  in proportion
          that its share of such  attributes  giving  rise to the tax  liability
          bears to the affiliate group's total amount of such attributes.

     e.   ALTERNATIVE  MINIMUM  TAX  ("AMT")  AND  RELATED  MINIMUM  TAX  CREDIT
          ("MTC")- For any taxable year in which the affiliated  group incurs an
          AMT or utilizes a MTC, the Subsidiaries shall pay to, or receive from,
          ReliaStar  such  AMT or MTC  amount  respectively  to  the  extent  it
          produces the attributes giving rise to the AMT or MTC. The calculation
          of the AMT or MTC shall be  subject  to a  methodology  determined  by
          ReliaStar in its sole discretion,  provided,  however, that any method
          adopted by ReliaStar shall not be changed  without prior  notification


                                       60
<PAGE>


          to the Subsidiary.  Any payments required under this subsection are in
          addition to payments required under the previous subsections.

     f.   Unless specifically approved in writing, all payments made pursuant to
          this Agreement by a Subsidiary shall be made by that  Subsidiary,  and
          not  by  any  other  company  or  business  unit  on  behalf  of  such
          Subsidiary.

2.   INSTALLMENT PAYMENTS
     --------------------

     a.   DETERMINATION  AND TIMING - During  and  following  a taxable  year in
          which a Subsidiary is included in a  consolidated  federal  income tax
          return with  ReliaStar,  it shall pay to  ReliaStar,  or receive  from
          ReliaStar,  as the case may be,  installment  payments  of the  amount
          determined  pursuant to section 1 of this  Agreement.  All settlements
          under the Agreement  shall be made within 30 days of the filing of the
          applicable  estimated or actual consolidated  federal corporate income
          tax return with the Internal Revenue  Services,  except where a refund
          is  due  ReliaStar,  in  which  case,  it  may  defer  payment  to the
          Subsidiary  within 30 days of receipt of such refund.  All settlements
          shall  be in cash or  securities  eligible  as  investments  for  such
          domestic insurer, at market value.

     b.   ESTIMATED  TAXES AND  OTHER  AMOUNTS -  ReliaStar  shall pay  required
          installments of federal estimated taxes pursuant to Code section 6655,
          and such other amounts with respect to taxes shown on the consolidated
          return for the taxable year pursuant to any other applicable provision
          of the Code  ("tax  payment"),  to the IRS on behalf of itself and the
          Subsidiary.

     c.   ADDITIONAL  PAYMENTS  BY  SUBSIDIARY  - Should  the  amount of any tax
          payment  made  by  ReliaStar  under  this  section  exceed  the sum of
          installment  payments  made  for any  corresponding  installment  date
          pursuant to section 2 of this  Agreement,  ReliaStar may determine the
          fair and reasonable  share of that excess,  and notify such Subsidiary
          thereof  and such  amount  shall be paid over to  ReliaStar  within 15
          business days of the date of notification by ReliaStar.

     d.   PENALTY IN  ADDITION  TO TAX - If a penalty or an  addition to tax for
          underpayment  of estimated  taxes is imposed on the  affiliated  group
          with respect to any  required  installment  under  section 6655 of the
          Code, ReliaStar shall, in its sole discretion, determine the amount of
          the  Subsidiary's  share of such  penalty or  addition  to tax,  which
          amount shall be paid over to ReliaStar  within 30 business days of the
          date of notification by ReliaStar.

3.   ADJUSTED  RETURNS  - If any  adjustments  are  made to the  income,  gains,
     losses,  deductions or credits of the  affiliated  group for a taxable year
     during which a Subsidiary  is a member,  whether by reason of the filing of
     an amended return, or a claim for refund with respect to such taxable year,
     or an audit with  respect to such  taxable year by the IRS, the amounts due
     under this Agreement for such taxable year shall be  redetermined by taking
     into account such adjustments. If, as a result of such redetermination, any
     amounts due under this Agreement  shall differ from the amounts  previously


                                       61
<PAGE>


     paid,  then,  except as  provided  in  section 6  hereof,  payment  of such
     difference  shall be made by the Subsidiary to ReliaStar or by ReliaStar to
     the  Subsidiary,  as the  case  may be,  (a) in the  case of an  adjustment
     resulting in a refund or credit,  not later than thirty (30) days after the
     date on which such refund is received or credit is allowed  with respect to
     such  adjustment  or (b) in the  case  of an  adjustment  resulting  in the
     assertion  of a  deficiency,  not later  than  thirty  (30) days  after the
     Subsidiary  is  notified  of the  deficiency.  Any amounts due to or from a
     Subsidiary  under this  section  shall be  determined  with respect to such
     refund or deficiency and any penalties,  interest or other additions to tax
     which may be imposed.

4.   PROCEDURAL  MATTERS - ReliaStar  shall  prepare  and file the  consolidated
     federal  income tax return and any other  returns,  documents or statements
     required to be filed with the IRS with respect to the  determination of the
     federal  income  tax  liability  of  the  affiliated  group.  In  its  sole
     discretion, ReliaStar shall have the right with respect to any consolidated
     federal  income  tax  returns  which  it has  filed  or will  file,  (a) to
     determine  (i) the manner in which such  returns,  documents or  statements
     shall be prepared and filed, including,  without limitation,  the manner in
     which  any  item of  income,  gain,  loss,  deduction  or  credit  shall be
     reported,  (ii)  whether  any  extensions  may be  requested  and (iii) the
     elections that will be made by the Subsidiary,  (b) to contest,  compromise
     or settle any adjustment or deficiency proposed,  asserted or assessed as a
     result of any audit of such  returns  by the IRS,  (c) to file,  prosecute,
     compromise or settle any claim for refund and (d) to determine  whether any
     refunds to which the affiliated  group may be entitled shall be paid by way
     of refund or credited  against the tax liability of the  affiliated  group.
     The  Subsidiary  hereby  irrevocably  appoints  ReliaStar  as its agent and
     attorney-in-fact to take such action (including the execution of documents)
     as ReliaStar may deem appropriate to effect the foregoing.

5.   THE SUBSIDIARY LEAVING THE RELIASTAR GROUP - Except as specifically treated
     to the contrary herein, the Subsidiary shall be treated as having withdrawn
     from this Agreement when it ceases to be a member of the affiliated  group,
     or upon  signing a letter of intent or a  definitive  agreement to sell the
     Subsidiary.  Notwithstanding  any  provision  to the  contrary in section 2
     hereof, amounts payable to or receivable from ReliaStar shall be recomputed
     with respect to the  withdrawing  Subsidiary,  including an estimate of the
     remaining  taxes  actually  payable  or  receivable  upon the filing of the
     consolidated tax return for the year of withdrawal, as of the last day such
     Subsidiary is a member of the affiliated  group. Any amounts so computed as
     due to or from ReliaStar to or from the  Subsidiary  shall be paid prior to
     its leaving the group, provided,  however, that any deficiency or excess of
     taxes  determined  on the  basis of the tax  return  filed  for the year of
     withdrawal,  and paid to or from ReliaStar  related to the tax liability of
     the withdrawing Subsidiary for the portion of the year of withdrawal during
     which it had been a member of the  affiliated  group,  shall be  settled in
     accordance with the provisions of section 2 of this Agreement.

     The extent to which  ReliaStar or such  Subsidiary is entitled to any other
     payments  as a result of  adjustments,  as  provided  in  section 3 hereof,
     determined  after  such  Subsidiary  has  left  the  affiliated  group  but
     affecting  any taxable year during which this  Agreement was in effect with
     respect to ReliaStar and the Subsidiary,  shall be provided for pursuant to
     a separate written agreement  between ReliaStar and the Subsidiary,  or its


                                       62
<PAGE>


     new owner, or in the absence of such  agreement,  pursuant to the provision
     of  section 3  hereof.  Tax  benefits  arising  from the Tax  Assets of the
     Subsidiary  carried  back to tax years during  which the  Subsidiary  was a
     member of the  affiliated  group shall not be  refunded to the  Subsidiary,
     unless  specifically  provided for pursuant to a separate written agreement
     between ReliaStar and the Subsidiary, or its new owner.

6.   BOOKS AND RECORDS - The books,  accounts and records of  ReliaStar  and the
     Subsidiary  shall be maintained so as to provide clearly and accurately the
     information  required for the operation of this Agreement.  Notwithstanding
     termination of this Agreement, all materials including, but not limited to,
     returns,  supporting  schedules,   workpapers,   correspondence  and  other
     documents  relating to the consolidated  federal income tax return shall be
     made available to ReliaStar  and/or the Subsidiary  during regular business
     hours.  Records will be retained by ReliaStar and by the  Subsidiary,  in a
     manner satisfactory to ReliaStar, adequate to comply with any audit request
     by the IRS or  appropriate  State  taxing  authority,  and, in any event to
     comply with any record retention agreement entered into by ReliaStar or the
     Subsidiary with such taxing authority.

7.   EARNINGS  AND  PROFITS - The  earnings  and  profits of  ReliaStar  and the
     Subsidiary shall be determined  during the period in which they are members
     of the affiliated  group filing a consolidated tax return by allocating the
     consolidated  tax  liability  in  accordance  with  Income Tax  Regulations
     ss.ss.1.1552-1(a)(2) and 1.1502-33(d)(3).

8.   ESCROW  AGREEMENTS - To help assure the Subsidiary's  enforceable  right to
     recoup  federal  income  taxes in the event of future  net losses an escrow
     account  consisting of assets  eligible as an investment for the Subsidiary
     shall be established  and maintained by ReliaStar in an amount equal to the
     excess,  if any,  of the amount paid by the  Subsidiary  to  ReliaStar  for
     federal  income  taxes over the actual  payment  made by  ReliaStar  to the
     Internal Revenue Service on behalf of the consolidated group. Escrow assets
     may be released to  ReliaStar  from the escrow  account at such time as the
     permissible  period for loss carrybacks has elapsed.  The escrow  agreement
     contemplated  in this paragraph shall not establish prior to a taxable year
     in which federal taxes paid by the Subsidiary exceed the actual tax payment
     made by ReliaStar on behalf of the consolidated group.

9.   TERMINATION  - This  Agreement  shall be  terminated  if ReliaStar  and the
     Subsidiary  agree in writing to such termination or if the affiliated group
     fails to file a  consolidated  federal  income tax  return for any  taxable
     year, or if the Subsidiary  ceases to be a member in the  affiliated  group
     for any reason.

10.  ADMINISTRATION - This Agreement shall be administered by the Vice President
     of Taxes of  ReliaStar  or, in  his/her  absence,  by any other  officer of
     ReliaStar so designated by the Controller of ReliaStar.

11.  PERIOD  COVERED - This  Agreement  shall be effective  with respect to each
     party thereto upon signing by such party,  and shall supersede all previous
     agreements between ReliaStar and any Subsidiary with respect to the matters
     contained herein and such previous agreement shall thereupon terminate. The


                                       63
<PAGE>


     Agreement  shall  apply to the  taxable  year  2001  and to all  subsequent
     periods  unless and until amended or  terminated,  as provided in section 9
     hereof.

12.  ASSIGNABILITY - This agreement shall not be assignable by either  ReliaStar
     or the Subsidiary without the prior written consent of the other party.

13.  ARBITRATION OF DISPUTES - Any dispute that arises under this Agreement will
     be settled by  arbitration  in  accordance  with the  applicable  rules and
     procedures  of the American  Arbitration  Association  then in effect.  Any
     decision  rendered in accordance  with those rules and  procedures  will be
     enforceable in any court of competent jurisdiction.




                                       64
<PAGE>





IN WITNESS WHEREOF, the parties hereto have executed this Tax Sharing Agreement.




ReliaStar Life Insurance Company         By  /s/ John F. Todd
                                         ---------------------------------------
                                         Title:  Assistant Corporate Secretary
                                         Date:   August 2, 2002



ReliaStar Life Insurance Company of      By  /s/ William D. Bonneville
New York                                 ---------------------------------------
                                         Title:  Executive Vice President
                                         Date:   July 22, 2002



ReliaStar Financial Corp.                By  /s/ Paula Cludray-Engelke
                                         ---------------------------------------
                                         Title:  Corporate Secretary
                                         Date:   July 17, 2002







                                       65