INTERCOMPANY CREDIT AGREEMENT

         This agreement is entered into as of this 1st day of February, 2000, by
and among  ReliaStar  Life Insurance  Company of New York  ("RLNY"),  a New York
domiciled  life  insurance  company  and  each  of  the  undersigned  affiliated
companies  of  RLNY  (RLNY  and  such   affiliated   companies  are  hereinafter
collectively called the "Companies" or individually the "Company").

RECITALS

         WHEREAS,  one or more of the  Companies  may,  from time to time,  have
funds available for short-term investment purposes or have a short-term need for
general working capital; and

         WHEREAS,  the Companies  desire to enter into a written  agreement,  in
accordance  with its terms and subject to conditions  hereinafter  set forth, by
which  advances may be made to one another and by which the Companies may borrow
from one another; and

         WHEREAS,  the Companies are authorized to make advances to one another,
to borrow from one another, and to enter into this Agreement.

         NOW THEREFORE,  in  consideration  of the mutual  promises  hereinafter
contained, the Companies agree as follows:

                                    ARTICLE I
AMOUNT AND TERMS OF ADVANCES AND BORROWINGS

         1.01. PRIOR AGREEMENT. This Agreement replaces and supersedes all other
Intercompany Credit Agreements ("Prior Agreements"),  and is effective as of the
above date, subject to required regulatory notifications and approvals.

         1.02.  REVOLVING  CREDIT  LINE.  The  Companies  agree on the terms and
conditions  hereinafter  set forth to make advances to one another and to borrow
from one another from time to time from the date hereof until this  Agreement is
terminated; provided, however, that Northern Life Insurance Company ("Northern")
shall not advance any funds to ReliaStar Financial Corp. ("RFC") hereunder until
the expiration of the Credit  Agreement  between  Northern and RFC dated January
17, 1989. Subject to the preceding,  the Companies may advance, borrow and repay
pursuant to the terms of this Agreement.

         1.03. LIMITATION ON ADVANCES AND BORROWINGS.  No advances or borrowings
may  exceed,  in the  aggregate  (which  includes  both  principal  and  accrued
interest),  for any one company,  more than 5% of the lending party or borrowing
party's admitted assets as of December 31 of the preceding year.




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         1.04.  INTEREST ON ADVANCES.  The rate of interest on all advances will
be a variable rate of interest that will reset daily, based upon the immediately
preceding 30-day Fed Composite A1/P1 commercial paper rate as quoted in the Wall
Street  Journal,  plus 25 Basis Points  (calculated  on the basis of actual days
elapsed and on the basis of a 360-day year).

         1.05. CONDITIONS TO ADVANCES.  Notwithstanding anything to the contrary
herein,  no party to this  Agreement  is obligated to make an advance to another
party unless,  in the sole  discretion of the lending  party,  it has sufficient
funds for short-term investment purposes and such advance will be an appropriate
investment under state regulations or corporate  investment  limitations for the
lending  party.  Any  request  for an advance  shall be in  accordance  with any
statutory  requirements  and  investment  policy  provisions  applicable  to the
borrowing and lending parties.

         1.06. CONDITIONS OF BORROWING. The maximum term of a borrowing shall be
89 days. Interest accruing on all outstanding  advances shall be due and payable
on demand by the lending  parties but, until demand is made, in arrears,  on the
last  business day of each month until the unpaid  principal  and interest  have
been paid in full. The outstanding principal balance of any advance shall be due
and payable upon demand by the lending  party.  Each  borrowing  party may, from
time to time,  prepay  all - or any  part of any  outstanding  unpaid  principal
without  penalty or  premium.  All  payments  shall be  applied  to accrued  and
outstanding interest with the balance, if any, applied to principal.

         1.07. REQUESTING ADVANCES.  Each request for an advance must be made by
an officer of the  borrowing  party and  approved  by an officer of the  lending
party in the form of the document attached hereto as Exhibit A.

         1.08.  DOCUMENTATION.  The  obligations  of any  Company  to repay  all
Advances made to it pursuant to this Agreement,  together with interest, are set
forth in this Agreement and shall be fully binding and  enforceable  without the
execution  of  any   promissory   note  or  other   evidence  of   indebtedness.
Nevertheless,  if any lending party so requests, a borrowing party hereto agrees
to duly execute and deliver to the Treasury of the lending  company a negotiable
promissory note evidencing the advances available or outstanding  hereunder,  in
form and substance  substantially similar to the Note attached hereto as Exhibit
B and satisfactory to the lending party.  Expenses incurred and payment received
shall be allocated  to each  applicable  company in  conformity  with  customary
insurance accounting practices  consistently applied and the books, accounts and
records of each  applicable  party  shall be so  maintained  as to  clearly  and
accurately  disclose  the  precise  nature  and  details  of  the  transactions,
including   such   accounting   information  as  is  necessary  to  support  the
reasonableness of the charges or fees to the respective parties.

RECORDS OF ALL LOANS THAT ARE MADE UNDER THIS AGREEMENT AND ALL MONIES PAID BACK
SHALL BE KEPT BY THE AFFILIATED COMPANY,  RELIASTAR  INVESTMENT  RESEARCH,  INC.
("RIRI") ON BEHALF OF THE PARTIES.  RIRI SHALL ALSO BE INVOLVED IN  COORDINATING
THE LOANS AND PAY-BACKS ON BEHALF OF THE PARTIES.


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                                   ARTICLE II
                                  MISCELLANEOUS

         2.02. TERMINATION/WITHDRAWAL.  This agreement will expire one year from
its date unless sooner extended by written  agreement of both parties.  Any such
extension  must have the prior  review and  approval  of the New York  Insurance
Department,  pursuant to New York Insurance Law Section  1505(d).  However,  any
party may elect to withdraw from this  arrangement by sending  written notice of
such withdrawal to the Chief  Financial  Officer of each of the other parties to
this Agreement.  Notwithstanding  any such withdrawal,  all parties shall remain
obligated on their outstanding  advances and interest accruing thereon until the
entire outstanding  principal balances thereof with accrued interest are paid in
full.

         2.02.  REQUIRED  FILINGS.  In the  event  that  the  execution  of this
Agreement or any specific loan  transaction  requires that disclosure be made to
any state or federal regulatory agency or department, or that documents be filed
with the state or federal regulatory agency or department,  or that documents on
file with any state or federal  regulatory  agency be  amended,  then each party
shall on its own  initiative,  or at the  request  of the  other,  so  disclose,
prepare and file such documents or amend such previously  submitted documents as
necessary.

         2.03.  APPROVAL OF BOARD OF DIRECTORS OF RLNY. This Agreement  requires
the approval of the Board of Directors of RLNY.

         2.04. APPLICABLE LAW. This Agreement shall be construed and enforced in
accordance with the substantive laws of the State of New York.

         2.05.  COUNTERPARTS.  This  Agreement may be executed in  counterparts,
each of which shall be deemed .to be an original,  but all which  together shall
constitute the same instrument.

         2.06.  SUCCESSORS AND ASSIGNS. This agreement shall be binding upon and
inure to the benefit of the parties hereto and their  respective  successors and
assigns.  However,  no party shall assign its rights and obligations  under this
Agreement without the prior written consent of the other parties.

         IN WITNESS  WHEREOF,  the parties  hereto have executed this  Agreement
effective as of the date first written above.

                            ReliaStar Financial Corp.


                                /s/ Richard R. Crowl
                                ------------------------------------------------
                                RICHARD R. CROWL
                                SENIOR VICE PRESIDENT, GENERAL COUNSEL
                                 AND SECRETARY

                                ReliaStar Life Insurance Company of New York


                                /s/ Richard R. Crowl
                                ------------------------------------------------
                                RICHARD R. CROWL
                                SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                                Northern Life Insurance Company


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<PAGE>


                                /s/ Richard R. Crowl
                                ------------------------------------------------
                                RICHARD R. CROWL
                                SENIOR VICE PRESIDENT AND GENERAL COUNSEL


                                PrimeVest Financial Services, Inc.


                                /s/ Randall Ciccati
                                RANDALL CICCATI
                                PRESIDENT AND CHIEF EXECUTIVE OFFICER


                                ReliaStar Investment Research, Inc.


                                /s/ Richard R. Crowl
                                ------------------------------------------------
                                RICHARD R. CROWL
                                SENIOR VICE PRESIDENT AND GENERAL COUNSEL


                                ReliaStar Life Insurance Company


                                /s/ Richard R. Crowl
                                ------------------------------------------------
                                RICHARD R. CROWL
                                SENIOR VICE PRESIDENT AND GENERAL COUNSEL


                                Successful Money Management Seminars, Inc.


                                /s/ Richard R. Crowl
                                ------------------------------------------------
                                RICHARD R. CROWL
                                SENIOR VICE PRESIDENT AND GENERAL COUNSEL

                                Washington Square Securities, Inc.


                                /s/ Jeff A. Montgomery
                                ------------------------------------------------
                                JEFF A. MONTGOMERY
                                PRESIDENT AND CHIEF EXECUTIVE OFFICER



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<PAGE>



                                Security-Connecticut Life Insurance Company


                                /s/ Richard R. Crowl
                                ------------------------------------------------
                                RICHARD R. CROWL
                                SENIOR VICE PRESIDENT AND GENERAL COUNSEL









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                                    EXHIBIT A

                          FORM OF REQUEST FOR ADVANCES


         Pursuant to the terms of the Intercompany Credit Agreement dated
                  , 1999,                                the duly elected
------------------        ------------------------------
                    of                           ("Borrower") hereby requests an
-------------------    -------------------------
advance in the amount of $           to be advanced as of
                          ----------
                           , 1999.
---------------------------
Date:
      ---------------------------              ---------------------------------
                                               (Borrower)

                                               ---------------------------------
                                               Officer


APPROVAL


I,                     , the duly elected                                     of
   --------------------                   -----------------------------------
                                    ("Lender") hereby approve the above advance.
-----------------------------------


Date:
      ---------------------------              ---------------------------------
                                               (Lender)

                                               ---------------------------------
                                               Officer






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                                    EXHIBIT B
                               VARIABLE RATE NOTE


This Variable Rate Note is effective the        day of               , 1999 by
                                         ------        --------------
and between                      ("Lender") and              ("Borrower").
            ---------------------               ------------

The Borrower  promises to pay to the order of the Lender, in lawful money of the
United States of America,  the  principal sum as shown on the attached  "Form of
Request for Advances", together with interest, on or before                    .
                                                            -------------------

The advances  shall bear a rate of interest equal to the  immediately  preceding
30-day Fed  Composite  A-1/P-1  commercial  paper rate as  published in the Wall
Street  Journal,  plus 25 Basis Points reset daily  (calculated  on the basis of
actual days elapsed and on the basis of a 360-day  year).  Interest shall accrue
on all  outstanding  advances  on the last  business  day of the month or on any
payment date until the unpaid  principal  and interest have been paid in full to
the Lender.  Interest  accruing  on all  outstanding  advances  shall be due and
payable on demand by the Lender but,  until demand is made,  in arrears,  on the
last  business day of each month until the unpaid  principal  and interest  have
been paid in full.

The outstanding  principal  balance of any advance shall be due and payable upon
demand of the Lender,  but until demand is made,  the Borrower may prepay all or
any part of the unpaid principal amount of any advance and interest.

This Variable  Rate Note shall be construed and enforced in accordance  with the
substantive laws of the State of New York.


--------------------------------------       -----------------------------------
(BORROWER)                                   (LENDER)


By:
     ---------------------------------       -----------------------------------
Its:
     ---------------------------------       -----------------------------------
     (TITLE)                                 (TITLE)






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