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                                                                     Exhibit 10b

                      THE RELIASTAR STOCK OWNERSHIP PLAN
                           FOR NONEMPLOYEE DIRECTORS
               (as amended and restated effective May 13, 1999)

1.   GENERAL.

     The name of the amended and restated plan set forth herein is "The
ReliaStar Stock Ownership Plan for Nonemployee Directors" (herein "Plan").

     The purpose of the Plan is to promote the interests of ReliaStar Financial
Corp. ("Corporation") and its stockholders by strengthening the Corporation's
ability to attract and retain the services of experienced and knowledgeable
nonemployee Directors and by encouraging such Directors to acquire an increased
ownership interest in the Corporation.

2.   EFFECTIVE DATE OF PLAN.

     The effective date of the amended and restated Plan is May 13, 1999.

3.   SHARES SUBJECT TO THE PLAN.

     Subject to adjustment as provided in Section 11b., the total number of
shares of common stock ("Shares") of the Corporation that may be delivered or
purchased under the Plan shall not exceed Six Hundred Thousand ( 600,000) Shares
(such number having been adjusted to reflect the September 10, 1997 stock for
stock split) which may be authorized and unissued Shares or issued Shares
reacquired by the Corporation including treasury Shares.

4.   DEFINITIONS.

     a.   Annual Retainer. "Annual Retainer" means the fixed annual fee by which
          the Corporation compensates Directors for their services as Directors
          of the Corporation for a Board Year, as it may be determined from time
          to time by the Committee and Board of Directors.

     b.   Beneficiary. "Beneficiary" means the person or persons designated as
          such by a Director's will or pursuant to the laws of descent and
          distribution.

     c.   Board of Directors. "Board of Directors" or "Board" means the Board of
          Directors of the Corporation.

     d.   Board Year. "Board Year" means the twelve-month period beginning on
          the day immediately after the day on which each Annual Meeting of the
          Corporation's shareholders concludes and ending on the day of the next
          succeeding Annual Meeting.

     e.   Committee. "Committee" means the Board Affairs Committee of the Board
          of Directors.
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     f.   Corporation. "Corporation" means ReliaStar Financial Corp.

     g.   Date of Grant. "Date of Grant" means the first day of the Board Year
          on which Stock Options are awarded pursuant to Section 9 of this Plan.

     h.   Director. "Director" means a member of the Board of Directors of the
          Corporation who is not an employee of the Corporation or any
          subsidiary of the Corporation.

     i.   Event. "Event" means a change of control "Event" as defined in the
          Compensation Trust Agreement dated as of January 3, 1989 between the
          Corporation and Norwest Bank Minnesota, National Association, as from
          time to time amended.

     j.   Fair Market Value. "Fair Market Value" as applied to a specific date
          means the closing price of one Share as reported on the consolidated
          transaction reporting system for New York Stock Exchange issues on
          such date or, if Shares were not traded on such date, on the next
          preceding day on which the Shares were traded.

     k.   Restricted Period. "Restricted Period" means the time period beginning
          on the date that Restricted Shares are issued and ending on the date
          determined as set forth in paragraph b. of Section 7 of this Plan.

     l.   Restricted Shares. "Restricted Shares" means Shares awarded to a
          Director pursuant to Section 7 of this Plan.

     m    Shares. "Shares" means shares of the Corporation's common stock $.01
          per share par value.

     n.   Stock Options. "Stock Options" means options, which are not intended
          to qualify under Section 422 of the Internal Revenue Code, to purchase
          Shares from the Corporation which are granted to a Director pursuant
          to Section 9 of this Plan.

5.   ADMINISTRATION OF THE PLAN.

     The Plan shall be administered by the Committee. Subject to the terms of
the Plan, the Committee shall have the power to construe the provisions of the
Plan and to determine all questions arising thereunder and to adopt and amend
such rules and regulations for administering the Plan as the Committee deems
desirable.

6.   PARTICIPATION IN THE PLAN.

     Each Director who is not an employee of the Corporation or any subsidiary
of the Corporation shall be eligible to participate in the Plan.

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7.   RESTRICTED STOCK.

     a.   Restrictions on Shares. Restricted Shares issued to Directors under
          this Plan may not be sold, assigned, pledged, hypothecated,
          transferred or otherwise disposed of (including, without limitation,
          transfer by gift or donation) during the Restricted Period.

     b.   Restricted Period. The restrictions on Shares shall lapse upon the
          first to occur of the following events:

          (i)   Death of the Director;

          (ii)  Disability of the Director preventing continued service on the
                Board;

          (iii) Retirement of the Director from the Board which shall be deemed
                to have occurred if a Director has served on the Board at least
                five years at the time of termination of Board service;

          (iv)  Termination of service as a Director with the consent of a
                majority of the members of the Board other than the terminating
                Director; or.

          (v)   A change in control of the Corporation which shall occur upon
                the occurrence of an Event.

          Notwithstanding the foregoing, in no event shall the Restricted Period
          lapse prior to the expiration of six months after the date of issuance
          of the Shares.

     c.   Certificates for Restricted Shares. The certificates for Shares which
          are subject to restrictions shall be held by the Corporation until
          lapse of the restrictions as provided in this Section.

     d.   Dividends and Voting Rights. During the Restricted Period, a Director
          shall have the right to receive dividends from and to vote his or her
          Restricted Shares.

     e.   Forfeiture of Restricted Shares. If a Director ceases to be a Director
          before the Restrictions on the Restricted Shares lapse as provided in
          paragraph b. of this Section, the Restricted Shares issued to such
          Director shall be forfeited and shall revert to the Corporation.

     f.   Fractions of Shares. The Corporation shall not be required to issue
          fractions of Shares. Whenever under the terms of the Plan a fractional
          Share would be required to be issued, an amount in lieu thereof shall
          be paid in cash based on the same Fair Market Value used to determine
          the number of Shares to be issued on the relevant issue date.

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8.   PAYMENT OF DIRECTORS' ANNUAL RETAINER.

     The Corporation's Annual Retainer shall be determined from time to time by
the Board of Directors and shall be paid on the first day of the Board Year. The
Annual Retainer will be paid in cash or deferred cash as elected under the
ReliaStar Deferred Compensation Plan for Nonemployee Directors, unless a
Director elects in writing one of the following alternatives prior to the
commencement of the Board Year for which the Annual Retainer is payable. Such
elections must be made in accordance with procedures established by the
Corporation.

     a.   Election To Receive Annual Retainer in Shares. A Director may elect to
          have the Annual Retainer or a portion thereof paid in Shares. Such
          election is (i) irrevocable as to any Board Year which has commenced
          while such election is in effect, and (ii) may be changed only as to
          Board Years commencing after the date of such change. The number of
          Shares issued shall be determined by dividing the dollar amount of the
          Annual Retainer elected to be received in Shares by the Fair Market
          Value of Shares on the first day of the Board Year. Such Shares shall
          be issued promptly. Only whole Shares shall be issued. Any remaining
          amount after calculating the whole number of Shares to be issued will
          be paid in cash.

     b.   Election To Receive Annual Retainer in Deferred Share Account Credits.
          A director may elect to have any Annual Retainer or a portion thereof
          payable for such Board Year credited in Deferred Share Units to a
          Deferred Share Account. Such election is (i) irrevocable as to any
          Board Year which has commenced while such election is in effect, and
          (ii) may be changed only as to Board Years commencing after the date
          of such change. On the date the Annual Retainer is payable, the
          portion so elected shall be credited to a Deferred Share Account in
          the electing Director's name. The number of Deferred Share Units
          credited shall be determined as if such units were Shares in the
          manner set forth in Section 8a. Fractional amounts will be credited to
          a Deferred Share Account.

    (i).  A Deferred Share Account is an unsecured bookkeeping account in which
          the Corporation's obligation is measured by, and payable in, Shares.
          On any date that cash dividends are payable on the Corporation's
          Shares, additional Deferred Share Units shall be credited to the
          Deferred Share Account in a dollar amount equal to the dividends which
          would be paid if the units credited to such Account on the dividend
          record date were Shares, including fractional amounts.

    (ii). Distribution of Deferred Share Account.

          (a)  Lump Sum. Unless a Director has elected to receive distribution
               in installments, all Deferred Share units credited to a
               Director's Deferred Share Account shall be converted to an equal
               number of Shares and distributed to the Director (together with
               cash in lieu of any fractional share) on the first day of the
               month (or next business day) following termination of the
               Director's Board service or on such other date as elected by the
               Director.

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       (b)    Installments. A Director may elect to have the Director's Deferred
              Share Account distributed in ten or fewer annual installments
              commencing on a date following termination of the Director's Board
              service as elected by the Director with succeeding installments to
              be made on the same date (or next business day) of each succeeding
              year. The amount of each installment shall be a fraction of the
              number of Deferred Share Units in the Director's Deferred Share
              Account on the date that is ten days prior to the date the
              installment is to be distributed, the numerator of which is one
              and denominator of which is the number of annual installments
              elected minus the number of installments previously paid (rounded
              down, except for the last installment, to the nearest whole unit).
              The number of Deferred Share Units thus calculated shall be
              converted to an equal number of Shares and distributed to the
              Director on the installment payable date (together with cash in
              lieu of any fractional unit with the final installment). An
              election made pursuant to this paragraph shall be made on forms
              provided by the Corporation and shall be made at the time
              prescribed for elections as set forth in this Section 8.

       (c)    Death of Director. If a director dies before receiving full
              distribution of the Director's Deferred Share Account,
              distribution of the remaining units shall be made by converting
              all remaining units to an equal number of whole Shares and
              distributing such Shares together with cash in lieu of any
              fractional units as soon as administratively feasible to the
              Director's estate.

(iii). Trust. Amounts credited to Deferred Share Accounts represent unsecured
       contractual obligations of the Corporation, and no participant may assert
       any rights under this Plan with respect to Deferred Share Accounts
       superior to the rights of an unsecured general creditor of the
       Corporation. The Corporation may, but is not obligated to, establish a
       trust with an independent trustee to which the Corporation may contribute
       cash or Shares equal to part or all of its liability to participants with
       respect to the Deferred Share Accounts. The assets of any such trust
       shall be subject to the claims of general creditors of the Corporation,

(iv).  Nonassignability of Deferred Share Account. No right to receive
       distribution or other payment in respect of Deferred Share Accounts nor
       any Deferred Share Units credited to a Deferred Share Account shall be
       assignable or transferable by a Director other than by will or the laws
       of descent and distribution or pursuant to a qualified domestic relations
       order as defined by the Internal Revenue Code of 1986, as amended.

c.     Election to Receive Value of Annual Retainer in Stock Options. A Director
may elect to have the Annual Retainer or a portion thereof paid in Stock Options
having a value, as determined by the Committee or the Board of Directors, equal
to the amount of cash which otherwise would have been payable as the Annual
Retainer. All Stock Options granted under this Plan shall be subject to Section
9 of this Plan.

9.     STOCK OPTIONS.

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a.     Annual Grants of Options. The Committee and/or Board of Directors
       annually shall make a grant of Stock Options to each Director who will
       serve as a Director for the Board Year. The amount of Stock Options
       granted shall be equal to the sum of (i) the amount of Stock Options
       determined by the Committee and/or the Board as compensation for service
       as a Director for the Board Year; plus (ii) the amount of Stock Options a
       Director has elected to receive pursuant to Section 8c. of this Plan. All
       options granted pursuant to this section shall be effective on the first
       day of the Board Year. The Committee and/or the Board of Directors shall
       have sole discretion to determine the number of options to grant.

b.     All Stock Options granted to Directors under the Plan shall be subject to
       the following terms and conditions:

(i).   Option Exercise Price. Stock Options granted to Directors shall have an
       exercise price equal to the Fair Market Value of the Corporation's Common
       Stock on the Date of Grant.

(ii).  Option Term. Except as otherwise provided herein, each Stock Option
       granted pursuant to this Plan shall expire and all rights to purchase
       Shares shall cease ten years and one day after the Date of Grant.

(iii). Vesting. Unless otherwise provided by the Committee, the Board of
       Directors, this Plan or as otherwise granted under this Plan prior to May
       13, 1999, each Stock Option granted pursuant to this Plan shall vest on,
       and be exercisable by the Director on the last day of the Board Year in
       which such option was granted. Fifty percent of any annual grant of
       options pursuant to Section 9a. of this Plan shall be forfeited
       automatically on the last day of the Board Year in which such option was
       granted for any Director whose attendance at meetings of the Board of
       Directors and Board Committee meetings falls below the attendance level
       that requires disclosure in the Corporation's Proxy Statement for the
       Annual Meeting falling on the last day of the Board Year. Any Annual
       Retainer elected to be received in Stock Options by a Director shall not
       be subject to forfeiture under this Section 9b(iii).

(iv).  Time and Manner of Exercise of Stock Options. In accordance with the
       vesting schedule in paragraph b.(iii) of this Section 9, or any
       accelerated vesting pursuant to paragraph b.(vi) or b(vii) of this
       Section 9, an individual entitled to exercise a Stock Option may exercise
       it in whole or in part at any time by delivering to the Secretary of the
       Corporation, at the general offices of the Corporation, written notice of
       exercise. Such notice of exercise shall specify the number of whole
       Shares with respect to which the Stock Option is being exercised.

(v).   Payment of Exercise Price. The individual must make payment in full to
       the Corporation in the amount of the exercise price for the Shares to be
       purchased, plus the amount, if any, required for withholding as provided
       in Section 11f. of this Plan. In lieu of paying the exercise price as
       described above, the individual may pay all or part of such exercise
       price by delivering to the Corporation owned and unencumbered

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        shares having a Fair Market Value as of the date of exercise equal to or
        less than the exercise price of the Stock Options exercised, or delivery
        of instructions to the Corporation to withhold from the Shares that
        would otherwise be issued upon exercise that number of Shares having a
        Fair Market Value equal to or less than the exercise price of the Stock
        Options being exercised. If the Fair Market Value of the Shares
        transferred or withheld in payment of the exercise price is less than
        the total exercise price, the individual must pay the remainder of the
        exercise price to the Corporation in cash.

(vi).   Exercise of Stock Options by Eligible Director. The right to exercise
        Stock Options upon termination of the Director's service as a Director
        shall be as follows:

        (a)     Retirement or Disability of Eligible Director. Upon the
                Director's retirement from the Board or upon the Director's
                termination of service as a Director of the Corporation due to
                the onset of the Director's disability which prevents his or her
                continued service on the Board, the Director shall have until
                the expiration of the Stock Option term to exercise any Stock
                Options. Any Director who has served on the Board at least five
                years at the time of termination of Board service, shall be
                considered to have retired from the Board. Any nonvested portion
                of the Stock Options granted to the Director shall immediately
                vest on the date of such termination of service as a Director
                and shall no longer be subject to the vesting schedule provided
                in paragraph b(iii) of this Section 9.

        (b)     Death of Director. If a Director's termination of service as a
                Director is due to the Director's death or the Director's death
                occurs subsequent to such termination of service as a Director,
                the Director's Beneficiary shall have the Option term remaining
                to the Director had he or she lived in which to exercise the
                Stock Option. Any nonvested portion of a Stock Option previously
                granted to the Director shall immediately vest on the date of
                such termination of service due to the Director's death.

        (c)     Other Termination of Service as a Director. Upon the Director's
                termination of service as a Director for any other reason, the
                Director shall have until the expiration of the Stock Option
                term provided to the Director in paragraph b(ii) of this Section
                9 to exercise the vested portion of the Stock Option. Any
                portion of the Stock Option in which the Director is not vested
                on the date of such termination of service as a Director shall
                be forfeited.

(vii).  Change of Control of the Corporation. If a change of control Event shall
        occur during the term of a Stock Option granted under this Plan, then
        any portion of the Stock Option which has not vested shall immediately
        vest.

(viii). Unexercised Stock Option. Any portion of a Stock Option not exercised
        within the option term as described in paragraph b(ii) of this Section 9
        shall terminate and be forfeited.

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        (ix).   Merger, Dissolution or Transfer of Property. Any portion of a
                Stock Option not exercised shall terminate upon the effective
                date of the dissolution or liquidation of the Corporation; or
                upon the reorganization, merger or consolidation of the
                Corporation with one or more corporations if the Corporation is
                not the surviving corporation; or upon the transfer of
                substantially all of the property of the Corporation.

        (x).    Replacement Stock Options. A Stock Option granted at any time
                -------------------------
                under the Plan may, at the Committee's discretion, include the
                right to acquire a Replacement Stock Option ("RSO"). The
                Committee may also grant separate options ("Separate Options")
                which include an RSO feature with respect to Stock Options
                issued under the Plan not containing an RSO feature. If a Stock
                Option either contains the RSO feature or a Separate Option has
                been granted with respect thereto and if a Participant pays all
                or part of the purchase price of the Stock Option with Shares
                held by the Participant for at least six (6) months or with
                cash, then upon exercise of the Stock Option, the Participant is
                granted an RSO to purchase, at the Fair Market Value as of the
                date of the Stock Option exercise, such number of Shares as
                determined by the Committee at the time of granting the Stock
                Option, but not in excess of the number of whole Shares used by
                the Participant in payment of the purchase price (or would have
                been used if Shares had been tendered instead of cash). An RSO
                may be exercised between the date six (6) months after the Date
                of Grant of the RSO and the date of expiration, which will be
                the same as the date of expiration of the Stock Option to which
                the RSO is related. An RSO shall not contain an RSO feature and
                a Separate Option shall not be granted with respect to an RSO.
                The RSO feature of a Stock Option and a Separate Option are
                subject to cancellation by the Committee without notice at any
                time in the Committee's sole discretion.

        10.     CONVERSION OF RETIREMENT PLAN BENEFITS

        Effective May 13, 1999, the Board of Directors of the Corporation
discontinued any further accruals under the ReliaStar Financial Corp. Retirement
Plan for Nonemployee Directors (amended February 9, 1995) ("Retirement Plan").
The Committee and/or the Board shall credit Deferred Share Units to a Deferred
Share Account for each eligible Director under the Retirement Plan who elected
in writing prior to such date to receive the present value of vested retirement
benefits under the Retirement Plan in Deferred Share Units. The Committee and/or
the Board shall have sole discretion to determine the number of such Deferred
Share Units to be credited. Such Deferred Share Units shall be distributed
according to the election of each Director made prior to May 13, 1999 in
accordance with procedures of the Corporation. Such election shall be
irrevocable. Amounts credited to Deferred Share Units under this Section 10
shall be subject to Sections 1 to 6, 8b(i), 8b(iii) and 8b(iv), and 11 of this
Plan.

11.     MISCELLANEOUS PROVISIONS.

        a.      Rights as a Shareholder. A Director shall have no rights as a
                shareholder with respect to Restricted Shares and Stock Options
                awarded under this Plan unless and until certificates for such
                Shares are issued to the Director. The issuance by the

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                Corporation of shares of stock of any class, or securities
                convertible into shares of stock of any class, for cash or
                property, or for labor or services, either upon direct sale or
                upon the exercise of rights or warrants to subscribe therefor,
                or upon conversion of shares or obligations of the Corporation
                convertible into such shares or other securities, shall not
                affect, and no adjustment by reason thereof shall be made with
                respect to Restricted Shares or Stock Options awarded hereunder
                or Deferred Share Accounts created hereunder.

        b.      Dilution and Other Adjustments. The aggregate number and class
                of Shares subject to and authorized by the Plan, the number and
                class of Shares with respect to which Stock Options may be
                granted to Directors under the Plan as provided in Section 9 and
                the class of Shares subject to each outstanding Stock Option,
                the exercise price per Share specified in each such Stock Option
                and the number of units credited to any Deferred Share Account
                shall be proportionately adjusted for any increase or decrease
                in the number of issued Shares resulting from a split-up or
                consolidation of Shares or any like capital adjustment or the
                payment of any stock dividend, or other increase or decrease in
                the number of Shares effected without receipt of consideration
                by the Corporation occurring after the May 13, 1999 restatement
                and amendment of this Plan. In case of any recapitalization of
                the Corporation, any consolidation or merger of the Corporation
                with any other corporation, any sale or transfer of all or
                substantially all of the assets of the Corporation or any share
                exchange transaction pursuant to which (in the case of any such
                transaction) all of the outstanding Shares are converted into
                other securities or property, the Corporation shall, prior to or
                at the time of any such transaction, make appropriate provision
                or cause appropriate provision to be made so that Directors
                having units in the Deferred Share Account shall be entitled to
                receive, in lieu of the related Shares, at the time or times and
                in the manner provided for in this Plan, the securities or other
                property that would have been receivable with respect to such
                Shares had they been outstanding immediately prior to the
                effective date of such transaction.

        c.      Compliance with Law and Approval by Regulatory Bodies. No Stock
                Option shall be exercisable, no Deferred Share Units shall be
                credited, no Shares shall be issued, no certificates for Shares
                shall be delivered, and no payment shall be made except in
                compliance with all applicable federal and state laws and
                regulations and rules of all domestic stock exchanges on which
                the Shares are listed. The Corporation shall have the right to
                rely on the opinion of its counsel as to such compliance. If, in
                the opinion of the Corporation's counsel, the exercise of any
                stock option, the crediting of any Deferred Share Unit, the
                transfer, issuance or sale of any Shares under the Plan shall
                not be lawful for any reason, including the inability of the
                Corporation to obtain from any regulatory body having
                jurisdiction the authority deemed by such counsel to be
                necessary for such exercise, credit, transfer, issuance or sale,
                the Corporation shall not be obligated to credit Deferred Share
                Unites or , transfer, issue, sell or engage in such other
                transaction. Any Share certificate issued may bear such legends
                and statements as the Corporation may deem advisable or
                desirable. Further, in connection with any exercise, crediting,
                sale, issuance or transfer hereunder, the Director acquiring the
                Shares shall, if requested by the Corporation, give satisfactory
                assurances to the

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                Corporation's counsel that the Shares are being acquired for
                investment and not with a view to resale or distribution thereof
                and provide any other assurance as the Corporation may deem
                desirable.

        d.      Termination and Amendment of Plan. The Board may amend,
                terminate or suspend the Plan at any time, in its sole and
                absolute discretion; provided, however, that no such action
                shall adversely affect any rights or obligations with respect to
                any Restricted Shares or Stock Options previously granted under
                the Plan.

        e.      Rights under the Plan. The Plan confers no right to be nominated
                or elected to the Board, nor does it confer any right to
                continue to serve on the Board independent of the Corporation's
                By-laws and applicable public law.

        f.      Withholding of Taxes. Whenever under the Plan, Shares are to be
                issued, restrictions changed or eliminated or, in the judgment
                of the Corporation, it is appropriate, the Corporation shall
                have the right to require the recipient to remit to the
                Corporation an amount sufficient to satisfy any applicable
                federal, state and local withholding tax requirements.

        g.      Agreements. All Restricted Shares and Stock Options granted
                under the Plan and elections to defer Annual Retainers shall be
                evidenced by written agreements in such form and containing such
                terms and conditions not inconsistent with the Plan as the
                Committee may adopt.

        h.      Governing Law. The Plan is governed in all respects by the laws
                of the State of Delaware.

        i.      Severability. In the event that any provision in the Plan would
                invalidate the Plan, the provision shall be deemed null and
                void, and the Plan shall be construed as if it did not contain
                that provision.

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