Voya Insurance & Annuity POS AM Prospectus update (post-effective amendment) | SEC 13 Apr 11

POWER OF ATTORNEY

Pursuant to Item 601(b)(24) of Regulation SK and Rule 462(b) of the Securities Act

of 1933

The undersigned, on behalf of the company set forth below, hereby constitutes and appoints the individuals set

forth below and each of them individually as my true and lawful attorneys with full power to them and each of

them to sign for me and in my name and in the capacity indicated below any and all amendments to the

Registration Statements listed below filed with the Securities and Exchange Commission under the Securities

Act of 1933 and the Investment Company Act of 1940 and any documentation, including Form N-8F, necessary

to deregister any such registrations or to deregister any of the entities (including any issuing separate accounts)

associated with the issuance of any such registrations.

COMPANY:ING USA Annuity and Life Insurance Company

INDIVIDUALS WITH POWER OF ATTORNEY:J. Neil McMurdie, Nicholas Morinigo and

Julie Rockmore

REGISTRATION STATEMENTS FILED UNDER THE SECURITIES ACT OF 1933:


033-23351	333-28769	333-70600	333-117260	333-133944
033-23458	333-30180	333-90516	333-124953	333-133076
033-34827	333-33914	333-101481	333-133152	333-158928
033-59261	333-66757	333-111684	333-133153
333-28679	333-57218	333-111685	333-133154
333-28755	333-63692	333-111686	333-133155


REGISTRATION STATEMENTS FILED UNDER THE INVESTMENT COMPANY ACT OF
1940:

811-05626	811-08524	811-09026	811-05790	811-05627

I hereby ratify and confirm on this 25th day of February, 2011, my signature as it may be signed by my said

attorneys to any such registration statements and any and all amendments thereto.

Signature

/s/ Michael S. Smith

Michael S. Smith, Director and President

POWER OF ATTORNEY

Pursuant to Item 601(b)(24) of Regulation SK and Rule 462(b) of the Securities Act

of 1933

The undersigned, on behalf of the company set forth below, hereby constitutes and appoints the individuals set

forth below and each of them individually as my true and lawful attorneys with full power to them and each of

them to sign for me and in my name and in the capacity indicated below any and all amendments to the

Registration Statements listed below filed with the Securities and Exchange Commission under the Securities

Act of 1933 and the Investment Company Act of 1940 and any documentation, including Form N-8F, necessary

to deregister any such registrations or to deregister any of the entities (including any issuing separate accounts)

associated with the issuance of any such registrations.

COMPANY:ING USA Annuity and Life Insurance Company

INDIVIDUALS WITH POWER OF ATTORNEY:J. Neil McMurdie, Nicholas Morinigo and

Julie Rockmore

REGISTRATION STATEMENTS FILED UNDER THE SECURITIES ACT OF 1933:


033-23351	333-28769	333-70600	333-117260	333-133944
033-23458	333-30180	333-90516	333-124953	333-133076
033-34827	333-33914	333-101481	333-133152	333-158928
033-59261	333-66757	333-111684	333-133153
333-28679	333-57218	333-111685	333-133154
333-28755	333-63692	333-111686	333-133155


REGISTRATION STATEMENTS FILED UNDER THE INVESTMENT COMPANY ACT OF
1940:

811-05626	811-08524	811-09026	811-05790	811-05627

I hereby ratify and confirm on this 25th day of February, 2011, my signature as it may be signed by my said

attorneys to any such registration statements and any and all amendments thereto.

Signature

/s/ Donald Britton

Donald W. Britton, Director

POWER OF ATTORNEY

Pursuant to Item 601(b)(24) of Regulation SK and Rule 462(b) of the Securities Act

of 1933

The undersigned, on behalf of the company set forth below, hereby constitutes and appoints the individuals set

forth below and each of them individually as my true and lawful attorneys with full power to them and each of

them to sign for me and in my name and in the capacity indicated below any and all amendments to the

Registration Statements listed below filed with the Securities and Exchange Commission under the Securities

Act of 1933 and the Investment Company Act of 1940 and any documentation, including Form N-8F, necessary

to deregister any such registrations or to deregister any of the entities (including any issuing separate accounts)

associated with the issuance of any such registrations.

COMPANY:ING USA Annuity and Life Insurance Company

INDIVIDUALS WITH POWER OF ATTORNEY:J. Neil McMurdie, Nicholas Morinigo and

Julie Rockmore

REGISTRATION STATEMENTS FILED UNDER THE SECURITIES ACT OF 1933:


033-23351	333-28769	333-70600	333-117260	333-133944
033-23458	333-30180	333-90516	333-124953	333-133076
033-34827	333-33914	333-101481	333-133152	333-158928
033-59261	333-66757	333-111684	333-133153
333-28679	333-57218	333-111685	333-133154
333-28755	333-63692	333-111686	333-133155


REGISTRATION STATEMENTS FILED UNDER THE INVESTMENT COMPANY ACT OF
1940:

811-05626	811-08524	811-09026	811-05790	811-05627

I hereby ratify and confirm on this 24th day of February, 2011, my signature as it may be signed by my said

attorneys to any such registration statements and any and all amendments thereto.

Signature

/s/ Patrick Flynn

Patrick G. Flynn, Director and Chairman

POWER OF ATTORNEY

Pursuant to Item 601(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933

The undersigned, on behalf of the company set forth below, hereby constitutes and appoints the

individuals set forth below and each of them individually as my true and lawful attorneys with

full power to them and each of them to sign for me and in my name and in the capacity indicated

below any and all amendments to the Registration Statements listed below filed with the

Securities and Exchange Commission under the Securities Act of 1933 and the Investment

Company Act of 1940 and any documentation, including Form N-8F, necessary to deregister any

such registrations or to deregister any of the entities (including any issuing separate accounts)

associated with the issuance of any such registrations.

COMPANY:ING USA Annuity and Life Insurance Company

INDIVIDUALS WITH POWER OF ATTORNEY:J. Neil McMurdie, Nicholas Morinigo and

Julie Rockmore


REGISTRATION STATEMENTS FILED UNDER THE SECURITIES ACT OF 1933:
033-23351	333-28769	333-70600	333-117260	333-133944
033-23458	333-30180	333-90516	333-124953	333-133076
033-34827	333-33914	333-101481	333-133152	333-158928
033-59261	333-66757	333-111684	333-133153
333-28679	333-57218	333-111685	333-133154
333-28755	333-63692	333-111686	333-133155


REGISTRATION STATEMENTS FILED UNDER THE INVESTMENT COMPANY ACT
OF 1940:
811-05626	811-08524	811-09026	811-05790	811-05627

I hereby ratify and confirm on this 25th day of February, 2011, my signature as it may be signed

by my said attorneys to any such registration statements and any and all amendments thereto.

Signature

/s/ Lynne R. Ford

Lynne R. Ford, Director


State of New York
County of New York

On the 25th day of February in the year 2011, before me, the undersigned, personally appeared Lynne R.
Ford, personally known to me or proved to me on the basis of satisfactory evidence to be the individual
whose name is subscribed to the within instrument and acknowledged to me that she executed the same in
her capacity, and that by her signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.

/s/ Helen M. Scheuer	Helen M. Scheuer
Notary Public	Notary Public, State of New York
	No. 01SC3352985
	Qualified in New York County
	Commission Expires 4-30-2011

CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the
“principal,” you give the person whom you choose (your “agent”) authority to spend your money
and sell or dispose of your property during your lifetime without telling you. You do not lose
your authority to act even though you have given your agent similar authority.

When your agent exercises this authority, he or she must act according to any instructions you
have provided or, where there are no specific instructions, in your best interest. “Important
Information for the Agent” at the end of this document describes your agent’s responsibilities.

Your agent can act on your behalf only after signing the Power of Attorney before a notary
public.

You can request information from your agent at any time. If you are revoking a prior Power of
Attorney by executing this Power of Attorney, you should provide written notice of the
revocation to your prior agent(s) and to the financial institutions where your accounts are located.

You can revoke or terminate your Power of Attorney at any time for any reason as long as you
are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting
improperly.

Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy”
to do this.

The law governing Powers of Attorney is contained in the New York General Obligations Law,
Article 5, Title 15. This law is available at a law library, or online through the New York State
Senate or Assembly websites,www.senate.state.ny.usorwww.assembly.state.ny.us.

If there is anything about this document that you do not understand, you should ask a lawyer of
your own choosing to explain it to you.


Signature of Agents:


/s/ Nicholas Morinigo	State of Pennsylvania
Nicholas Morinigo	County of Chester

	On this, the 31st day of March, 2011, before me
Commonwealth of Pennsylvania	Tabitha E. Muniz, the undersigned officer, personally
Notarial Seal	appeared Nicholas Morinigo, known to me (or
Tabitha E. Muniz, Notary Public	satisfactorily proven) to be the person whose name is
West Whiteland Twp., Chester	subscribed as attorney in fact for Lynne R. Ford, and
County	acknowledged that he executed the same as the act of his
My Commission Expires Dec. 10,	principal for the purposes therein contained.
2014
	/s/ Tabitha E. Muniz
	Notary Public


State of Connecticut
/s/ J. Neil McMurdie	County of Hartford Town of Windsor
J. Neil McMurdie
	The foregoing instrument was executed and acknowledged
	before me this 25th day of March, 2011, by J. Neil
Nicole L. Molleur	McMurdie, as attorney in fact on behalf of Lynne R. Ford.
Notary Public Within and for
The State of Connecticut
My commission expires: Nov. 30,	/s/ Nicole L. Molleur
2014	Notary Public



State of Connecticut
/s/ Julie Rockmore	County of Hartford Town of Windsor
Julie Rockmore
	The foregoing instrument was executed and acknowledged
	before me this 23rd day of March, 2011, by Julie
Nicole L. Molleur	Rockmore, as attorney in fact on behalf of Lynne R. Ford.
Notary Public Within and for
The State of Connecticut
My commission expires: Nov. 30,	/s/ Nicole L. Molleur
2014	Notary Public

IMPORTANT INFORMATION FOR THE AGENT:

When you accept the authority granted under this Power of Attorney, a special legal relationship
is created between you and the principal. This relationship imposes on you legal responsibilities
that continue until you resign or the Power of Attorney is terminated or revoked. You must:

(1) act according to any instructions from the principal, or, where there are no instructions, in the
principal’s best interest;

(2) avoid conflicts that would impair your ability to act in the principal’s best interest;

(3) keep the principal’s property separate and distinct from any assets you own or control, unless
otherwise permitted by law;

(4) keep a record of all receipts, payments, and transactions conducted for the principal; and

(5) disclose your identity as an agent whenever you act for the principal by writing or printing the
principal’s name and signing your own name as “agent” in either of the following manner:
(Principal’s Name) by (Your Signature) as Agent, or (your signature as Agent for (Principal’s
Name).

You may not use the principal’s assets to benefit yourself or give major gifts to yourself or
anyone else unless the principal has specifically granted you that authority in this Power of
Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that
authority, you must act according to any instructions of the principal or, where there are no such
instructions, in the principal’s best interest.; You may resign by giving written notice to the
principal and to any co-agent, successor agent, monitor if one has been named in this document,
or the principal’s guardian if one has been appointed. If there is anything about this document or
your responsibilities that you do not understand, you should seek legal advice.

Liability of the agent:

The meaning of the authority given to you is defined in New York’s General Obligations Law,
Article 5, Title 15. If it is found that you have violated the law or acted outside the authority
granted to you in the Power of Attorney, you may be liable under the law for your violation.