<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>limitedpoa.txt
<DESCRIPTION>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>
