<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>morganpoa.txt
<DESCRIPTION>LIMITED POWER OF ATTORNEY
<TEXT>
		LIMITED POWER OF ATTORNEY

	The undersigned, being a person or entity who will be
subject to the reporting obligations of Section 16 of the Securities
Exchange Act of 1934, as amended (the "Act"), with respect to
securities of CVR Energy, Inc. (the "Corporation"), hereby
constitutes and appoints each of Edmund S. Gross and Susan M.
Ball as the undersigned's true and lawful attorney-in-fact and agent
solely so as to permit the undersigned to file Forms 3, 4 and 5 with
the Securities and Exchange Commission on the undersigned's
behalf pursuant to Section 16 of the Act, and the rules and
regulations promulgated thereunder, or any successor laws and
regulations, as a consequence of the undersigned's ownership,
acquisition or disposition of equity securities of the Corporation,
and to perform all acts necessary in order to file such forms as he
or she, as applicable, shall deem appropriate.  The undersigned
hereby ratifies and confirms all that said attorneys-in-fact and agent
shall do or cause to be done by virtue hereof.

	This Limited Power of Attorney shall remain in full force
and effect unless earlier revoked by the undersigned in a writing
delivered to the foregoing attorneys-in-fact.

	This Limited Power of Attorney is executed as of May 14,
2009.


				/s/ Edward A. Morgan
				--------------------------------
				Edward A. Morgan


</TEXT>
</DOCUMENT>
