Exhibit 24

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Andrew D. Chua, Karen Czizik, and Eric G. Banta,
and each of them, with full power to act without the others, his true and lawful
attorneys-in-fact and agents, with full and several power of substitution and
resubstitution for the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign a registration statement under the
Securities Act of 1933, as amended, on behalf of ING USA Annuity and Life
Insurance Company, for the registration of up to $7,000,000,000 aggregate
principal amount of one or more series of senior secured medium-term notes (the
"Registration Statement") and any and all amendments and supplements thereto or
to the prospectus contained therein, (including pre-effective and post-effective
amendments) to such Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and any and all documents relating to the
qualification or registration under state Blue Sky or securities laws of such
securities, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has signed his/her name effective as
of May 8, 2006.

                                      /s/ Robert W. Crispin
                                      ----------------------------
                                      Robert W. Crispin, Director
                                      ING USA Annuity and Life Insurance Company





                               POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Andrew D. Chua, Karen Czizik, and Eric G. Banta,
and each of them, with full power to act without the others, his true and lawful
attorneys-in-fact and agents, with full and several power of substitution and
resubstitution for the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign a registration statement under the
Securities Act of 1933, as amended, on behalf of ING USA Annuity and Life
Insurance Company, for the registration of up to $7,000,000,000 aggregate
principal amount of one or more series of senior secured medium-term notes (the
"Registration Statement") and any and all amendments and supplements thereto or
to the prospectus contained therein, (including pre-effective and post-effective
amendments) to such Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and any and all documents relating to the
qualification or registration under state Blue Sky or securities laws of such
securities, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has signed his/her name effective as
of March 27, 2006.

                                      /s/ Steven T. Pierson
                                      ----------------------------
                                      Steven T. Pierson