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                                                                     Exhibit 10a

                      RELIASTAR ANNUAL INCENTIVE BONUS PLAN
                                       FOR
                          DESIGNATED EXECUTIVE OFFICERS

The ReliaStar Annual Incentive Bonus Plan for Designated Executive Officers is
hereby restated and amended, effective January 1, 1999.


1. Definitions. When the following terms are used herein with initial capital
letters, they shall have the following meanings:

         1.1. Return on Equity-Operating Income Basis - A ratio, expressed as a
percentage of which the numerator is operating income (income from continuing
operations, excluding realized investment gains and losses and their impact on
the amortization of deferred policy acquisition costs and present value of
future profits, net of tax) available to common shareholders, and the
denominator is beginning-of- year common shareholders' equity, excluding
accumulated other comprehensive income as defined in Statement of Financial
Accounting Standards No. 130, and adjusted for the weighted impact of
significant common shareholder equity transactions that occur during the period.

         1.2. Bonus Pool Amount - an amount of a pool from which bonuses as
provided herein may be paid equal to one and one-half (1 1/2%) of the
Corporation's Pre-tax Operating Income for the Plan Year for which the bonuses
are being paid.

         1.3. Compensation Committee - a committee comprised solely of two or
more "outside directors" of the Corporation, which satisfies the requirements of
Section 162(m) Code, provided, however, that until the first meeting of
shareholders of the Corporation at which directors are to be elected that occurs
after July 1, 1994, the Compensation Committee may be composed of two or more
disinterested directors within the meaning of Rule 16b-3 promulgated under the
Securities Exchange Act of 1934.

         1.4. Code - the Internal Revenue Code of 1986, as it may be amended
from time to time, and any proposed, temporary or final Treasury Regulations
promulgated thereunder.

         1.5. Corporate Performance Factor - Achievement of a Return on Equity -
Operating Income Basis for the Plan Year equal to or greater than 10.7%.

         1.6.  Corporation - ReliaStar Financial Corp., a Delaware corporation,
and any of its Participating Employers that adopt this Plan.
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         1.7. Participant - Executive officers of the Corporation who are
designated by the Compensation Committee as Participants in this Plan pursuant
to Section 2.1 hereof.

         1.8. Participating Employer - the Corporation and any of its
subsidiaries which has, by action of its Board of Directors, elected to be a
Participating Employer.

         1.9. Pre-tax Operating Income - Income from continuing operations
before income taxes, realized investment gains and losses and their impact on
the amortization of deferred policy acquisition costs and present value of
future profits, extraordinary items and the cumulative effect of accounting
changes, determined in accordance with generally accepted accounting principles,
adjusted to eliminate (a) restatements of financial results relating to an
acquisition accounted for as a "pooling-of-interests" and (b) any other unusual
nonrecurring gain or loss which is separately identified and quantified in the
Corporation's financial statements.

         1.10. Plan Year - the twelve consecutive month period which coincides
with the Corporation's fiscal year.

         1.11. Shares - shares of common stock of ReliaStar Financial Corp.

2.  Administration.

         2.1. Determinations made prior to each Plan Year. Prior to each Plan
Year or prior to such later date in the Plan Year as may be permitted in
accordance with Section 162(m) of the Code, the Compensation Committee shall
designate Participants for that Plan Year.

         2.2. Certification. Following the close of each Plan Year and prior to
payment of any bonus under the Plan, the Compensation Committee must certify in
writing that the Corporate Performance Factor has been attained, and the Bonus
Pool Amount for the Plan Year.

         2.3. Shareholder Approval. The material terms of this Plan shall be
disclosed to and approved by shareholders of the Corporation in accordance with
Section 162(m) of the Code. No bonus shall be paid under this Plan unless such
shareholder approval has been obtained.

3.  Bonus Payment.

         3.1. Formula. The Participants in the Plan shall receive cash bonus
payments each Plan Year in amounts not greater than the following designated
percentages of the Bonus Pool Amount for that Plan Year: The maximum bonuses
which can be paid for any Plan Year to the chief executive officer and to the
chief

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operating officer shall be 20% and 17%, respectively, of the Bonus Pool Amount
for that Plan Year, and the maximum bonus that each of the other Participants
may be paid for any Plan Year shall be the amount determined by dividing the
remaining 63% of the Bonus Pool Amount by the number of Participants, excluding
the chief executive officer and the chief operating officer, who are covered
under the Plan for that Plan Year.

         3.2.  Limitations.

                  (a)      No payment if Performance Factor not achieved. In no
                           event shall any Participant receive a bonus payment
                           hereunder for a Plan Year if the Corporate
                           Performance Factor is not achieved during the Plan
                           Year.

                  (b)      Compensation Committee may reduce bonus payment. The
                           Compensation Committee retains sole discretion to
                           reduce the amount of any bonus otherwise payable
                           under this Plan. To determine such reductions, the
                           Compensation Committee may, in its sole discretion,
                           adopt guidelines based on factors including, but not
                           limited to the Corporation's return on equity and net
                           income for each plan year compared to planned goals
                           for these factors, and attainment of business unit
                           and individual performance goals established for
                           Participants.

                  (c)      No payment to Participant who terminates employment
                           prior to close of Plan Year. Except in the event of
                           death, retirement, disability, transfer to an
                           affiliate company that does not participate in this
                           Plan or change in control "Event" as defined in
                           Section 3.1(b) of the Compensation Trust Agreement
                           dated as of January 3, 1989 between the Corporation
                           and Norwest Bank Minnesota, N.A., as from time to
                           time amended, no bonus payment shall be paid to a
                           Participant who terminates employment prior to the
                           last day of the Plan Year.

4.  Benefit Payments.

         4.1. Time and Form of Payments. Subject to any deferred compensation
election pursuant to any such plans of the Corporation applicable hereto,
benefits shall be paid to the Participant as soon as administratively feasible
after the Compensation Committee has certified that the Corporate Performance
Factor has been attained. As determined from time to time by the Compensation
Committee, bonuses payable hereunder may be paid to Participants in cash or
Shares, except

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that any bonus payable in respect of a deceased Participant shall be payable
solely in cash to the person or persons designated by the Participant's will or
pursuant to the laws of descent and distribution. Bonuses payable in Shares
shall be subject to Section 4.2 hereof.

         4.2. Bonuses Paid in Shares. The dollar amount of any bonus payable in
Shares shall be charged against the Bonus Pool Amount and shall be converted to
a whole number of Shares by dividing the amount by the fair market value of one
Share as of the date the Compensation Committee certifies that the Corporate
Performance Factor has been attained as provided in Section 4.1 hereof. Any
remainder shall be paid to the Participant in cash. Any bonus payable hereunder
in the form of Shares shall be awarded under and subject to all of the terms and
conditions of The ReliaStar 1993 Stock Incentive Plan, as amended from time to
time ("Stock Incentive Plan"). Shares awarded hereunder may, at the
Participant's election and if permitted by the Committee, be deposited with the
Corporation under Section 8.6 of the Stock Incentive Plan.

         4.3. Nontransferability. Participants and beneficiaries shall not have
the right to assign, encumber or otherwise anticipate the payments to be made
under this Plan, and the benefits provided hereunder shall not be subject to
seizure for payment of any debts or judgments against any Participant or any
beneficiary.

         4.4. Tax Withholding. In order to comply with all applicable federal or
state income tax laws or regulations, the Corporation may take such action as it
deems appropriate to ensure that all applicable federal or state payroll,
withholding, income or other taxes, which are the sole and absolute
responsibility of a Participant, are withheld or collected from such
Participant.

5.  Amendment and Termination. The Compensation Committee may amend this Plan
prospectively at any time and for any reason deemed sufficient by it without
notice to any person affected by this Plan and may likewise terminate or curtail
the benefits of this Plan both with regard to persons expecting to receive
benefits hereunder in the future and persons already receiving benefits at the
time of such action.

6.  Miscellaneous.

         6.1. Effective Date.  January 1, 1994.

         6.2. Headings. Headings are given to the Sections and subsections of
the Plan solely as a convenience to facilitate reference. Such headings shall
not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.

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         6.3. Applicability to Successors. This Plan shall be binding upon and
inure to the benefit of the Corporation and each Participant, the successors and
assigns of the Corporation, and the beneficiaries, personal representatives and
heirs of each Participant. If the Corporation becomes a party to any merger,
consolidation or reorganization, this Plan shall remain in full force and effect
as an obligation of the Corporation or its successors in interest.

         6.4. Employment Rights and Other Benefit Programs. The provisions of
this Plan shall not give any Participant any right to be retained in the
employment of the Corporation. This Plan shall not replace any contract of
employment, whether oral or written, between the Corporation and any
Participant, but shall be considered a supplement thereto. This Plan is in
addition to, and not in lieu of, any other employee benefit plan or program in
which any Participant may be or become eligible to participate by reason of
employment with the Corporation. Receipt of benefits hereunder shall have such
effect on contributions to and benefits under such other plans or programs as
the provisions of each such other plan or program may specify.

         6.5. Governing Law. The validity, construction and effect of the Plan
or any bonus payable under the Plan shall be determined in accordance with the
laws of the State of Delaware.

         6.6. Severability. If any provision of the Plan is or becomes or is
deemed to be invalid, illegal or unenforceable in any jurisdiction such
provision shall be construed or deemed amended to conform to applicable laws, or
if it cannot be so construed or deemed amended without, in the determination of
the Compensation Committee, materially altering the purpose or intent of the
Plan, such provision shall be stricken as to such jurisdiction, and the
remainder of the Plan shall remain in full force and effect.

         6.7. Qualified Performance-based Compensation. All of the terms and
conditions of the Plan shall be interpreted in such a fashion as to qualify all
compensation paid hereunder as "qualified performance-based compensation" within
the meaning of Section 162(m) of the Code.





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