RELIASTAR LIFE INSURANCE CO OF NEW YORK
EXHE-MGMT SERVICES AGREEMENT W/ SCL
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>exhe_rnyoo-12312002.txt
<DESCRIPTION>EXHE-MGMT SERVICES AGREEMENT W/ SCL
<TEXT>


                          MANAGEMENT SERVICES AGREEMENT


This Agreement is made by and between  ReliaStar  Life Insurance  Company of New
York ("RLNY"), an insurance company organized and existing under the laws of the
State of New York, and  Security-Connecticut  Life Insurance Company ("SCL"), an
insurance  company  organized  and  existing  under  the  laws of the  State  of
Connecticut.

WHEREAS,  RLNY and SCL are  affiliates  under the common  control  of  ReliaStar
Financial Corp. pursuant to the insurance laws of the State of New York;

WHEREAS, SCL possesses distinct expertise in certain administrative, management,
professional, advisory and consulting services and other aspects of the business
of insurance ("Services").;

WHEREAS,  RLNY desires to obtain  certain  Services from SCL, and SCL desires to
perform certain Services on behalf of RLNY;

WHEREAS,  RLNY  and SCL  contemplate  that  such  an  arrangement  will  achieve
operating economies,  synergies and expense savings, and improve services to the
benefit of RLNY's insureds; and

WHEREAS,  RLNY and SCL wish to identify  the  Services to be provided to RLNY by
SCL and to provide a method for  identifying  the charges to be assessed and the
compensation  to be paid  for such  Services  so  provided  (as  described  with
particularity in Attachments A and B hereto), and to assure that all charges for
the Services are  reasonable  and in  accordance  with the  applicable  laws and
regulations of the State of New York.

THEREFORE, it is agreed as follows:

1.   PERFORMANCE  OF SERVICES.  All Services  described in Attachment A shall be
     provided as requested from time to time. After receiving a request by RLNY,
     SCL shall undertake and provide the Services requested.

2.   CONTROL TO REMAIN WITH RLNY. All Services to be performed  hereunder  shall
     ultimately be the  responsibility  of RLNY. In no event shall such Services
     involve  control of the  management of the business and affairs of RLNY. In
     the event any Services provided  hereunder require the exercise of judgment
     by SCL, it will perform such Services in accordance with written  standards
     and guidelines  developed by RLNY. RLNY will maintain at its Home Office in
     the  State  of  New  York   qualified   personnel,   including  an  officer
     knowledgeable  of and responsible for the functions which will be performed
     by SCL.  RLNY's  officers and directors  shall, in accordance with New York
     Insurance Law Section 1507, retain all obligations and liabilities to which
     they are  otherwise  subject by law and shall ensure that RLNY  maintains a
     separate  operating  identity  consistent  with  Chapter 28 of the New York
     Insurance Law.

3.   COSTS.  Services performed  hereunder shall be performed in accordance with
     the methodology for determining costs set forth in Attachment B.



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4.   BILLING.  SCL  shall  present  a bill  to RLNY  detailing  the  costs  with
     supporting  documentation of the amount owed for Services  performed during
     the preceding calendar month on or before the 15`" day following the end of
     the month and payment  will be due ten (10) days  thereafter.  SCL shall be
     responsible for  maintaining  full and accurate  accounting  records of all
     Services  rendered and facilities  used pursuant to this Agreement and such
     additional  information as RLNY may reasonably  request for purposes of its
     internal  bookkeeping  and  accounting  operations.  SLC  shall  keep  such
     accounting  records,  insofar as they pertain to the computation of charges
     hereunder,  available  for  audit,  inspection  and  copying by RLNY or any
     governmental  agency having  jurisdiction  over RLNY during all  reasonable
     business hours.

5.   RIGHT TO AUDIT. RLNY shall have the right at any reasonable time to make an
     audit of the Services  rendered and the amounts  charged by SCL  performing
     Services hereunder.

6.   EFFECTIVE DATE OF AGREEMENT.  This Agreement  shall be effective as of June
     1, 1999, and it shall replace,  as of that date, any and all administrative
     or management  services  agreements  then in effect between the parties for
     the Services covered by this Agreement.

7.   TERM OF AGREEMENT.  The term of this  Agreement  shall be one year from the
     effective  date  hereof and shall  automatically  be  renewed  for one year
     periods thereafter.

8.   TERMINATION  OF  AGREEMENT.  Either party may terminate  this  Agreement by
     providing  written notice to that effect  addressed to the other party. Any
     Services  provided  following  the date of written  notice of  termination,
     which by their nature  continue after such  termination,  shall be provided
     under the same terms and  conditions  which  prevailed  at the time of such
     notice.

9.   BOOKS AND RECORDS. All books, records, and files established and maintained
     by SCL by reason of its performance under this Agreement which, absent this
     Agreement,  would have been held by RLNY,  shall be deemed the  property of
     RLNY, and shall be subject to examination by RLNY and persons authorized by
     it at all  times.  All such  books,  records  and files  shall be  promptly
     transferred  to RLNY upon  termination  of this Agreement at the expense of
     SCL. All books,  records and files shall be maintained  in compliance  with
     New York Regulation 152.

10.  LICENSING AND  AUTHORITY.  The parties  represent that they will obtain and
     maintain all such  licenses,  permits,  authorizations  or approvals as are
     necessary for each party to perform its obligations under this Agreement.

11.  COMPLIANCE  WITH LAWS.  SCL  represents  that it will  observe all laws and
     regulations  applicable  to  RLNY  in  connection  with  the  rendering  of
     Services.


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12.      ASSIGNMENT.  This Agreement and any rights pursuant hereto shall not be
         assignable  by either  party  hereto  without the other  party's  prior
         written consent. Except as, and to the extent, specifically provided in
         this  Agreement,  nothing in this Agreement,  expressed or implied,  is
         intended  to confer on any person  other than the  parties  hereto,  or
         their respective legal successors, any rights, remedies, obligations or
         liabilities, or to relieve any person other than the parties hereto, or
         their respective legal successors,  from any obligations or liabilities
         that would  otherwise  be  applicable.  The  covenants  and  agreements
         contained in this Agreement shall be binding upon,  extend to and inure
         to the benefit of the parties hereto,  and each of their successors and
         assigns respectively.

13.      GOVERNING LAW. This Agreement is made pursuant to and shall be governed
         by,  interpreted  under,  and the rights of the parties  determined  in
         accordance with, the laws of the State of New York.

14.      DISPUTE  RESOLUTION.  Any unresolved  difference of opinion between the
         parties  arising out of or relating  to this  Agreement,  or the breach
         thereof,  shall  be  settled  by  arbitration  in  accordance  with the
         Commercial  Arbitration Rules of the American  Arbitration  Association
         and the  Expedited  Procedures  thereof,  and  judgment  upon the award
         rendered  by  the  Arbitrator  may  be  entered  in  any  Court  having
         jurisdiction  thereof. The arbitration shall take place in the State of
         New York and the  arbitrator(s)  shall be unaffiliated with the parties
         hereto.  The  costs of any  such  arbitration  shall  be split  equally
         between the parties.

15.      INDEMNIFICATION.  RLNY and SCL each  agree to  indemnify  and hold each
         other  harmless  against all civil  liability or regulatory  penalties,
         including  attorneys'  fees and  costs  of  investigation  and  defense
         incident  thereto,  arising  as a  result  of  its  respective  errors,
         omissions, negligence, misrepresentation,  fault or wrongful action, or
         that of its  respective  affiliates,  agents,  officers,  directors  or
         employees,  including  but not limited  to,  failure to comply with any
         applicable  federal or state law or regulation,  in the  performance of
         any obligations hereunder.

16.      ENTIRE AGREEMENT.  This Agreement and the Attachments hereto,  together
         with such amendments as may from time to time be expected in writing by
         the parties,  constitute  the entire  agreement  between the parties in
         respect to the transactions contemplated hereby and supersede all prior
         agreements,  arrangements  and  understandings  related to the  subject
         matter hereof.

17.      CONFLICT.  In the  event  of a  conflict  between  provisions  of  this
         Agreement and any Attachments  hereto, the terms of the Agreement shall
         govern.


         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement as of the 19th day of April, 2000.

ReliaStar Life Insurance Company     Security-Connecticut Life Insurance Company

By: Richard R. Crowl                 By: James R. Gelder
Its: Senior Vice President           Its:  President and
and General Counsel                  Chief Executive Officer


                                      108
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ATTACHMENT A

Services to be Performed by Security-Connecticut Life Insurance Company

For purposes of this  Attachment A, the following  predecessor  corporations  to
ReliaStar  Life  Insurance  Company of New York  ("RLNY")  shall be  referred to
collectively as the "Predecessor Company":

               Bankers Security Life Insurance Company

               Lincoln Security Life Insurance Company

               North Atlantic Life Insurance Company

               ReliaStar Bankers Security Life Insurance Company

Security-Connecticut  Life Insurance  Company  ("SCL") will perform the services
described in this  Attachment A and Exhibits A-1 through A-11,  attached  hereto
and made a part  hereof,  for RLNY for the  following  products  marketed  on an
individual basis (hereinafter collectively referred to as the "Products"):



          General account  individual life insurance  products issued by RLNY or
          any Predecessor Company.


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                                    EXHIBITS



A-1. UNDERWRITING SERVICES

A-2. MEDICAL ADVICE AND SERVICES

A-3. LICENSING, CONTRACTING AND COMMISSION SERVICES

A-4. POLICYOWNER SERVICES

A-5. PREMIUM ACCOUNTING

A-6. BILLING AND COLLECTION SERVICES

A-7. REINSURANCE MANAGEMENT AND ADMINISTRATION SERVICES

A-8. ACTUARIAL AND PRODUCT DEVELOPMENT SERVICES

A-9. INFORMATION SERVICES

A-10. RECORD AND FILE SERVICES

A-11. SALES PROMOTION AND MARKETING SERVICES



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A-1. UNDERWRITING SERVICES

SCL will  provide  Underwriting  Services to RLNY with  regard to the  Products,
including:

         1.       Underwriting and risk consulting services.

         2.       Analysis of underwriting standards.

         3.       Assistance  and  advice  in  the  development  of  appropriate
                  underwriting   standards  in  accordance  with  all  laws  and
                  regulations of each state.

         4.       Perform   underwriting   and  risk   consulting   services  if
                  requested.

         5.       Make   underwriting   judgments   as   necessary   for  rating
                  classification purposes.



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A-2. MEDICAL ADVICE AND SERVICES


SCL will  provide  Medical  Advice  and  Services  to RLNY  with  regard  to the
Products, including:

     1.   Provide  medical  and/or  technical  support  and  advice  related  to
          underwriting and claims.

     2.   Review and interpret  electrocardiograms  and other medical aspects of
          cases.

     3.   Provide medical and EKG training on occasion for RLNY's underwriters.






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A-3. LICENSING, CONTRACTING AND COMMISSION SERVICES

SCL will provide  Licensing,  Contracting and Commissions  Services to RLNY with
regard to the Products, including:

     1.   Enter  data  into  secondary  system  with  regard  to  licensing  and
          contracting information.

     2.   Provide  administrative  and  technical  support for the  printing and
          mailing of commission statements and checks.

     3.   Assist with agent commission inquiries.

     4.   Provide  commission  accounting  services,   such  as  balancing  bank
          reconciliation reports to general ledger.

     5.   Make  underwriting  judgments as necessary  for rating  classification
          purposes.








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A-4. POLICYOWNER SERVICES

SCL will provide Policyowner Services to RLNY for the Products, including:

     1.   Administer  policy  changes,  with the  exception of cash  surrenders,
          partial surrenders and loans.

     2.   Provide  inforce   calculations,   such  as   calculations   for  fund
          adjustments, nonforfeiture options and maturity values.

     3.   Provide   support   for   conservation   efforts,   such  as   inforce
          illustrations  and  various  policy  information  to support  New York
          Regulation 60.








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A-5. PREMIUM ACCOUNTING SERVICES

SCL shall provide Accounting Services to RLNY, including:

     1.   Apply premium  payments to policies or return  premiums with regard to
          payments that cannot be handled through the automated process.

     2.   Perform  correspondence  function  in  connection  with  such  premium
          payments.









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A-6. BILLING AND COLLECTION SERVICES

SCL will provide Billing and Collection Services to RLNY~ including:

     1.   Produce, review and mail bills.

     2.   Provide  general  agents  with  copies  of  bills in  connection  with
          reminders and grace period expirations.

     3.   Distribute annual statements.






<PAGE>




A-7. REINSURANCE MANAGEMENT AND ADMINISTRATION SERVICES

SCL will provide  Reinsurance  Management and  Administration  Services to RLNY,
including:

     1.   Provide administrative services.

     2.   Provide billing services.

     3.   Provide claims processing services.

     4.   Provide new business audits and support.

     5.   Provide accounting and valuation services.

     6.   Provide  advice  and  support  with  regard  to  treaty  creation  and
          negotiation.

     7.   Provide actuarial consulting.






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A-8. ACTUARIAL AND PRODUCT DEVELOPMENT SERVICES

SCL will provide Actuarial and Product Development Services to RLNY, including:

     1.   Provide fixed account pricing and product development services.

     2.   Conduct actuarial experience studies.

     3.   Assist, as needed, in the preparation of state filing packages.

     4.   Provide  programming and technical support on sales, issue and inforce
          systems.

     5.   Supply  technical  support for  nonforfeiture  value  calculations  on
          certain older blocks of business.









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A-9. INFORMATION SERVICES

SCL will provide Information Services to RLNY, including:

     1.   Administer  and  maintain  systems  with  respect to new  products and
          ongoing modifications.

     2.   Provide technical assistance and troubleshooting.

     3.   Provide  systems support with regard to  telecommunications,  billing,
          commissions, reinsurance and other services provided to RLNY.

UPON  TERMINATION  OF THIS  AGREEMENT,  AND SUBJECT TO THE TERMS  (INCLUDING ANY
LIMITATIONS AND RESTRICTIONS) OF ANY APPLICABLE  SOFTWARE OR HARDWARE  LICENSING
AGREEMENT THEN IN EFFECT BETWEEN SCL AND ANY LICENSOR, SCL SHALL GRANT TO RLNY A
LICENSE  FOR  ANY  SOFTWARE  DEVELOPED  OR USED BY SCL IN  CONNECTION  WITH  THE
SERVICES PROVIDED TO RLNY HEREUNDER;  PROVIDED,  HOWEVER,  THAT SUCH SOFTWARE IS
NOT COMMERCIALLY  AVAILABLE,  AND IS NECESSARY,  IN RLNY'S REASONABLE JUDGEMENT,
FOR  RLNY'S  PERFORMANCE  OF THE  FUNCTIONS  WHICH  HAVE  BEEN  PROVIDED  BY SCL
HEREUNDER.






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A-10. RECORD AND FILE SERVICES

SCL will provide Record and File Services to RLNY, including:

         1. Maintain duplicate microfiche files.

         2. Microfilm document updates to existing files.

         3. Provide RLNY with revised duplicate files as updated.












                                      120
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A-11. SALES PROMOTION AND MARKETING SERVICES

SCL will provide Sales  Promotion and Marketing  Services to RLNY with regard to
the Products, including:

          1.   Provide product management services.

          2.   Provide product development services.

          3.   Provide marketplace research and support services.

          4.   Develop  product  information  and sales  materials  for  general
               agents.

          5.   Provide trade show support.








                                      121
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                                  ATTACHMENT B

                                 COST ALLOCATION

Services  performed under this Management  Services Agreement shall be performed
for the costs set forth as follows:

          A.   Direct costs  incurred by SCL in providing  the Services' and the
               cost of  materials  purchased  for the  benefit  of RLNY shall be
               reimbursed by RLNY at such cost.

          B.   Costs  incurred by the SCL service  areas,  which  allocate  cost
               among the various  users of such  services in  proportion  to the
               services  actually  rendered  to each user,  shall be  determined
               monthly  by the  appropriate  SCL  servicing  unit  based  on the
               assessment of a mutually  agreed upon  operational or maintenance
               servicing unit cost  multiplied by the number of hours billed to,
               or the volume of activity  incurred by, SCL service  areas.  Such
               costs shall be  reimbursed  by RLNY during the month for Services
               rendered.

The  determination of charges  hereunder by SCL shall be presented to RLNY, and,
if RLNY objects to any such determination,  it shall so advise SCL within thirty
(30) days of receipt of notice of said  determination.  Unless the  parties  can
reconcile  any such  objection,  they shall agree to the  selection of a firm of
independent  certified  public  accountants  which shall  determine  the charges
properly  allocable  to RLNY and shall,  within a reasonable  time,  submit such
determination,  together  with the basis  therefor,  in writing to SCL and RLNY,
whereupon  such  determination  shall  be  binding.   The  expenses  of  such  a
determination  by a firm of  independent  certified  accountants  shall be borne
equally by SCL and RLNY

SCL shall from time to time perform cost  analysis to  determine,  as closely as
possible,  the actual cost of services  rendered and  facilities  made available
pursuant  to this  Management  Services  Agreement.  SCL shall  forward  to RLNY
information  developed by these analyses,  and such information shall be used to
develop bases for the  distribution  of expenses  which more  currently  reflect
actual costs incurred.








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