**EXHIBIT24**

 

 

**POWER OF ATTORNEY**

 

**WHEREAS**, LOUISVILLE GAS AND ELECTRICCOMPANY, a Kentucky corporation, is to file with the Securities and ExchangeCommission, under the provisions of the Securities Exchange Act of 1934, asamended, its Annual Report on Form 10-K for the year ended December 31, 2003(the 2003 Form 10-K); and

 

**WHEREAS**, each of the undersigned holds theoffice or offices in LOUISVILLE GAS AND ELECTRIC COMPANY set opposite his name;

 

**NOW, THEREFORE**, each of the undersignedhereby constitutes and appoints JOHN R. MCCALL and S. BRADFORD RIVES, and eachof them, individually, his attorney, with full power to act for him and in hisname, place, and stead, to sign his name in the capacity or capacities setforth below to the 2003 Form 10-K and to any and all amendments to such 2003Form 10-K and hereby ratifies and confirms all that said attorney may or shalllawfully do or cause to be done by virtue hereof.

 

**IN WITNESS WHEREOF**, the undersigned havehereunto set their hands and seals as of this 29th day of March, 2004.

 

 
| /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. BRADFORD RIVES               |
|                           | Chief Financial Officer         |
|                           | (Principal Accounting  Officer) |
|                           | Director                        |
|                                |                                 |                                            |        |  |

 

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**POWER OF ATTORNEY**

 

**WHEREAS**, KENTUCKY UTILITIES COMPANY, aKentucky corporation, is to file with the Securities and Exchange Commission,under the provisions of the Securities Exchange Act of 1934, as amended, itsAnnual Report on Form 10-K for the year ended December 31, 2003 (the 2003 Form10-K); and

 

**WHEREAS**, each of the undersigned holds theoffice or offices in KENTUCKY UTILITIES COMPANY set opposite his name;

 

**NOW, THEREFORE**, each of the undersignedhereby constitutes and appoints JOHN R. McCALL, and S. BRADFORD RIVES, and eachof them, individually, his attorney, with full power to act for him and in hisname, place, and stead, to sign his name in the capacity or capacities setforth below to the 2003 Form 10-K and to any and all amendments to such 2003Form 10-K and hereby ratifies and confirms all that said attorney may or shalllawfully do or cause to be done by virtue hereof.

 

**IN WITNESS WHEREOF**, the undersigned havehereunto set their hands and seals as of this 29th day of March, 2004.

 

 
| /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. BRADFORD RIVES               |
|                           | Chief Financial Officer         |
|                           | (Principal Accounting  Officer) |
|                           | Director                        |
|                                |                                 |                                            |        |  |

 

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