POWER OF ATTORNEY
      Know all by these present, that the undersigned hereby constitutes and appoints each of
Frederick G. Silny and John D. Goodman, signing individually, the undersigned's true and
lawful attorneys-in fact and agents to:
      (1) execute for and on behalf of the undersigned, an officer, director or
holder of 10% of more of a registered class of securities of Charlotte Russe
Holding, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and the rules thereunder;
      (2) do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute such Form 3, 4 or 5,
complete and execute any amendment or amendments thereto, and timely file
such forms or amendments with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and
      (3) take any other action of any nature whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the
best interest of, or legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such attorney-in-
fact's discretion.
      The undersigned hereby grants to each such attorney-in-fact full power and authority to
do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done
in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes
as the undersigned might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-
fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Exchange Act.
      This Power of Attorney shall remain in full force and effect until the earliest to occur of
(a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company, (b) revocation
by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (c) as to
any attorney-in-fact individually, until such attorney-in-fact shall no longer be employed by the
Company.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 29th day of April, 2009.


/s/ Paul R. Del Rossi
Paul R. Del Rossi

DEL ROSSI PAUL R 4