**Exhibit 24**

 

**POWER OF ATTORNEY**

 

**WHEREAS**,LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky corporation, is to file withthe Securities and Exchange Commission, under the provisions of the SecuritiesExchange Act of 1934, as amended, its Annual Report on Form 10-K for theyear ended December 31, 2005 (the 2005 Form 10-K); and

 

**WHEREAS**,each of the undersigned holds the office or offices in LOUISVILLE GAS ANDELECTRIC COMPANY set opposite his name;

 

**NOW,THEREFORE**, each of the undersigned hereby constitutes and appointsJOHN R. MCCALL and S. BRADFORD RIVES, and each of them, individually, hisattorney, with full power to act for him and in his name, place, and stead, tosign his name in the capacity or capacities set forth below to the 2005 Form 10-Kand to any and all amendments to such 2005 Form 10-K and hereby ratifiesand confirms all that said attorney may or shall lawfully do or cause tobe done by virtue hereof.

 

**INWITNESS WHEREOF**, the undersigned have hereunto set theirhands and seals as of this 29th day of March, 2006.

 
| /s/ Victor A.  Staffieri                          |                                              | /s/ John R.  McCall |   |
|---------------------------------------------------|---------------------------------------------------|---------------------|--------|
| VICTOR A.  STAFFIERI                              | JOHN R. McCALL                                    |
| Chairman,  President and Chief                    | Executive Vice  President, General Counsel        |
| Executive  Officer                                | and  Corporate Secretary                          |
| (Principal  Executive Officer)                    | Director                                          |
|                                              |                                              |
|                                              |                                              |
| /s/  S. Bradford Rives                            |                                              | /s/  Chris Hermann  |   |
| S.  BRADFORD RIVES                                | CHRIS  HERMANN                                    |
| Chief  Financial Officer and Director             | Senior  Vice President – Energy Delivery and |
|                                              | Director                                          |
|                                              |                                              |
|                                              |                                              |
| /s/  Paul W. Thompson                             |                                              |                |
| PAUL  W. THOMPSON                                 |                                              |
| Senior  Vice President – Energy Services and |                                              |
| Director                                          |                                              |

 

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**POWER OF ATTORNEY**

 

**WHEREAS**,KENTUCKY UTILITIES COMPANY, a Kentucky corporation, is to file with theSecurities and Exchange Commission, under the provisions of the SecuritiesExchange Act of 1934, as amended, its Annual Report on Form 10-K for theyear ended December 31, 2005 (the 2004 Form 10-K); and

 

**WHEREAS**,each of the undersigned holds the office or offices in KENTUCKY UTILITIESCOMPANY set opposite his name;

 

**NOW,THEREFORE**, each of the undersigned hereby constitutes and appointsJOHN R. McCALL, and S. BRADFORD RIVES, and each of them, individually, hisattorney, with full power to act for him and in his name, place, and stead, tosign his name in the capacity or capacities set forth below to the 2005 Form 10-Kand to any and all amendments to such 2005 Form 10-K and hereby ratifiesand confirms all that said attorney may or shall lawfully do or cause tobe done by virtue hereof.

 

**INWITNESS WHEREOF**, the undersigned have hereunto set theirhands and seals as of this 29th day of March, 2006.

 
| /s/ Victor A.  Staffieri                          |                                              | /s/ John R.  McCall |   |
|---------------------------------------------------|---------------------------------------------------|---------------------|--------|
| VICTOR A.  STAFFIERI                              | JOHN R. McCALL                                    |
| Chairman,  President and Chief                    | Executive Vice  President, General Counsel        |
| Executive  Officer                                | and  Corporate Secretary                          |
| (Principal  Executive Officer)                    | Director                                          |
|                                              |                                              |
|                                              |                                              |
| /s/ S. Bradford  Rives                            |                                              | /s/ Chris  Hermann  |   |
| S.  BRADFORD RIVES                                | CHRIS  HERMANN                                    |
| Chief  Financial Officer and Director             | Senior  Vice President – Energy Delivery and |
|                                              | Director                                          |
|                                              |                                              |
|                                              |                                              |
| /s/  Paul W. Thompson                             |                                              |                |
| PAUL  W. THOMPSON                                 |                                              |
| Senior  Vice President – Energy Services and |                                              |
| Director                                          |                                              |

 

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