WSR 02-14-156



[ Filed July 3, 2002, 11:05 a.m. ]





No. G 2002 - 38


TO: Thomas J. McInerney, President

Northern Life Insurance Company

PO Box 12530

Seattle, WA 98101

Chris D. Schreier, President

ReliaStar Life Insurance Company

Box 20

Minneapolis, MN 55401

AND TO: James R. Mumford

ING Americas US Legal Services

Des Moines Site

909 Locust Site

Des Moines, IA 50309

Mike Kreidler, Insurance Commissioner

Michael G. Watson, Chief Deputy Commissioner

James T. Odiorne, Deputy Commissioner, Company Supervision

James Tompkins, Holding Company Manager, Company Supervision

Office of the Insurance Commissioner

PO Box 40259

Olympia, WA 98504-0259

On May 24, 2002, the Insurance Commissioner, by and through James Tompkins, filed its request for hearing concerning the proposed merger of Northern Life Insurance Company with and into ReliaStar Life Insurance Company. Together with this request, which is in the form of a memorandum dated May 23, 2002, the Commissioner forwarded a copy of a letter dated May 3, 2002 from James R. Mumford, Counsel to ING, concerning this proposed merger and draft documents concerning this proposed merger.

Northern Life Insurance Company is a Washington domestic insurance company. ReliaStar Life Insurance Company is a Minnesota domiciled insurance Company.

Northern Life Insurance Company proposes to merge with and into ReliaStar Life Insurance Company with ReliaStar Life Insurance Company being the surviving company.

The merger of a domestic Washington insurance company is controlled by RCW 48.31.010. Pursuant to RCW 48.31.010, a plan of merger has been submitted to the Insurance Commissioner on May 6, 2002. The Insurance Commissioner must hold a hearing and decide whether to approve the merger of the companies.

YOU ARE HEREBY NOTIFIED that a hearing will be held commencing Friday, July 19, 2002, at 9:00 a.m. Pacific Standard Time. Pursuant to the authority given to the undersigned pursuant to RCW 34.05.449(3), this hearing will be held by telephone, which will include all parties, it being concluded by the undersigned that the rights of the parties will not be prejudiced thereby. The purpose of this hearing is to consider the proposed merger of the Northern Life Insurance Company into the ReliaStar Life Insurance Company. Pursuant to RCW 48.31.010, approval of this proposed merger is conditioned, in part, upon a finding by the undersigned, based upon evidence presented by testimony and documents at the hearing, that there has been reasonable notice given as to this proposed merger and that this proposed merger is fair, equitable, consistent with law, and that no reasonable objections exists.

Please note that any interested individual or entity may indicate his/her or its support, or objection, to this proposed merger by submitting a letter on or before July 18, 2002 to the undersigned at the above address. Interested individuals and entities may include in their letters a request to be included in the hearing by telephone in order to present their positions orally. If any individual or entity believes there is a reason why the hearing should be heard in person rather than by telephone, then that information should also be included in the individual's or entity's letter.

The hearing will be held under the authority granted the Commissioner by Chapter 48.04 RCW and RCW 48.31.010. RCW 48.31.010 lists the findings which must be made before approval can be given to any proposed merger of a Washington domestic insurer.

The basic facts relied upon are those set forth in the Plan and Agreement of Merger and proposed Articles of Merger filed with the Commissioner. The Plan and Agreement of Merger and proposed Articles of Merger will be made part of the record of the hearing. The Commissioner has not taken, and will not take, any position on this matter prior to entry of the hearing order.

All parties may be represented at the hearing. They may examine witnesses and fully respond and present evidence and argument on all issues involved, as required by the Administrative Procedure Act. The hearing will be governed by the Administrative Procedure Act, Chapter

34.05 RCW, and the model rules of procedure contained in Chapter 10-08 WAC. A party who fails to attend or participate in any stage of the proceeding may be held in default in accordance with Chapter 34.05 RCW.

Administrative Law Judge Patricia D. Petersen, who serves as Chief Hearing Officer for the Office of the Insurance Commissioner, has been designated to hear and determine this matter. Her address is Office of the Insurance Commissioner, Post Office Box 40255, Olympia, Washington 98504-0255. Her telephone number is (360) 664-8768. All interested individuals and entities who have questions or concerns concerning this proceeding should direct them to her Administrative Assistant, Charlene Bowman, at the same address. Ms. Bowman's telephone number is (360) 664-8002.

ENTERED AT OLYMPIA, WASHINGTON, this 14th day of June, 2002.

Mike Kreidler

Insurance Commissioner

Patricia D. Petersen

Administrative Law Judge

Chief Hearing Officer

Washington State Code Reviser's Office