**Exhibit 24**

 

**POWER OFATTORNEY**

 

**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, 2004 (the 2004 Form 10-K); and

 

**WHEREAS**, eachof the undersigned holds the office or offices in KENTUCKY UTILITIES COMPANYset opposite his name;

 

**NOW, THEREFORE**,each of the undersigned hereby constitutes and appoints JOHN R. McCALL, and S.BRADFORD RIVES, and each of them, individually, his attorney, with full powerto act for him and in his name, place, and stead, to sign his name in thecapacity or capacities set forth below to the 2004 Form 10-K and to anyand all amendments to such 2004 Form 10-K and hereby ratifies and confirmsall that said attorney may or shall lawfully do or cause to be done by virtuehereof.

 

**IN WITNESS WHEREOF**,the undersigned have hereunto set their hands and seals as of this 24th day of March,2005.

 

 
| /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 OFATTORNEY**

 

**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, 2004 (the 2004 Form 10-K); and

 

**WHEREAS**, eachof the undersigned holds the office or offices in LOUISVILLE GAS AND ELECTRICCOMPANY set opposite his name;

 

**NOW, THEREFORE**,each of the undersigned hereby constitutes and appoints JOHN R. MCCALL and S.BRADFORD RIVES, and each of them, individually, his attorney, with full powerto act for him and in his name, place, and stead, to sign his name in thecapacity or capacities set forth below to the 2004 Form 10-K and to anyand all amendments to such 2004 Form 10-K and hereby ratifies and confirmsall that said attorney may or shall lawfully do or cause to be done by virtuehereof.

 

**IN WITNESS WHEREOF**,the undersigned have hereunto set their hands and seals as of this 24th day ofMarch, 2005.

 

 
| /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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