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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, 1998 (the 1998 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 1998 Form 10-K and to any and all amendments to such 1998 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 3rd day of March 1999.

/s/ Roger W. Hale                            /s/ Anne H. McNamara
----------------------                       ------------------------------
ROGER W. HALE                                ANNE H. McNAMARA
Chairman and Chief                           Director
Executive Officer

/s/ Mira S. Ball                             /s/ T. Ballard Morton, Jr.
----------------------                       ------------------------------
MIRA S. BALL                                 T. BALLARD MORTON, JR.
Director;                                    Director;

/s/ William C. Ballard, Jr.                  /s/ Frank V. Ramsey, Jr.
----------------------                       ------------------------------
WILLIAM C. BALLARD, JR.                      FRANK V. RAMSEY, JR.
Director                                     Director

/s/ Owsley Brown II                          /s/ William L. Rouse, Jr.
----------------------                       ------------------------------
OWSLEY BROWN II                              WILLIAM L. ROUSE, JR.
Director                                     Director

/s/ Gene P. Gardner                          /s/ Charles L. Shearer, Ph.D.
----------------------                       ------------------------------
GENE P. GARDNER                              CHARLES L. SHEARER, PH.D.
Director                                     Director

/s/ Carol M. Gatton                          /s/ Dr. Donald C. Swain
----------------------                       ------------------------------
CAROL M. GATTON                              DR. DONALD C. SWAIN
Director                                     Director

/s/ Jeffery T. Grade                         /s/ Lee T. Todd, Jr., Ph.D.
----------------------                       ------------------------------
JEFFERY T. GRADE                             LEE T. TODD, JR., PH.D.
Director                                     Director

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                                                                 Exhibit 24.02

                            POWER OF ATTORNEY (cont.)


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

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


STATE OF KENTUCKY         )
                          )ss.
COUNTY OF JEFFERSON       )

On this 3rd day of March 1999, 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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