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                                                                  Exhibit 24.02

                             POWER OF ATTORNEY


WHEREAS, LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky corporation, is to
file with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1934, as amended, its Annual Report on Form 10-K for the
year ended December 31, 1999 (the 1999 Form 10-K); and

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

NOW, THEREFORE, each of the undersigned hereby constitutes and appoints ROGER
W. HALE, R. FOSTER DUNCAN, and MICHAEL D. ROBINSON, and each of them,
individually, his attorney, with full power to act for him and in his name,
place, and stead, to sign his name in the capacity or capacities set forth
below to the 1999 Form 10-K and to any and all amendments to such 1999 Form
10-K and hereby ratifies and confirms all that said attorney may or shall
lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals
this 25th day of February 2000.

/s/ Roger W. Hale                                 /s/ T. Ballard Morton, Jr.
-----------------                                 ---------------------------
ROGER W. HALE                                     T. BALLARD MORTON, JR.
Chairman and Chief                                Director
Executive Officer

/s/ Mira S. Ball                                  /s/ Frank V. Ramsey, Jr.
----------------                                  ---------------------------
MIRA S. BALL                                      FRANK V. RAMSEY, JR.
Director;                                         Director;

/s/ William C. Ballard, Jr.                       /s/ William L. Rouse, Jr.
---------------------------                       ---------------------------
WILLIAM C. BALLARD, JR.                           WILLIAM L. ROUSE, JR.
Director                                          Director

/s/ Owsley Brown II                               /s/ Charles L. Shearer, Ph.D.
-------------------                               ---------------------------
OWSLEY BROWN II                                   CHARLES L. SHEARER, PH.D.
Director                                          Director

/s/ Carol M. Gatton                               /s/ Lee T. Todd, Jr., Ph.D.
-------------------                               ---------------------------
CAROL M. GATTON                                   LEE T. TODD, JR., PH.D.
Director                                          Director

/s/ J. David Grissom                              /s/ R. Foster Duncan
--------------------                              ---------------------------
J. DAVID GRISSOM                                  R. FOSTER DUNCAN
Director                                          Chief Financial Officer

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                             POWER OF ATTORNEY (cont.)


/s/ David B. Lewis                                /s/ Michael D. Robinson
------------------                                ---------------------------
DAVID B. LEWIS                                    MICHAEL D. ROBINSON
Director                                          Vice President and Controller

/s/ Anne H. McNamara
--------------------
ANNE H. McNAMARA
Director


STATE OF KENTUCKY         )
                          )ss.
COUNTY OF JEFFERSON       )

On this 25th day of February 2000, before me, Margaret L. Cowan, a Notary
Public, State of Kentucky at Large, personally appeared the above named
directors and officers of LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky
corporation, and known to me to be the persons whose names are subscribed to
the foregoing instrument, and they severally acknowledged to me that they
executed the same as their own free act and deed.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
on the date above set forth.

My Commission expires:                       /S/ MARGARET L. COWAN
July 28, 2000                                ---------------------
                                             Margaret L. Cowan, Notary Public
                                             State of Kentucky at Large

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