CERTIFICATE OF CORPORATE SECRETARY


I, JEROME A. VENNEMANN, Corporate Secretary of The Union Light, Heat and
Power Company, a Kentucky corporation, DO HEREBY CERTIFY that the following
is a true and correct copy of a resolution duly adopted by the Board of
Directors of said corporation by unanimous consent on July 14, 1999, and that
such resolution has not been amended and is in full force and effect on the
date hereof:

RESOLVED FURTHER That each officer and director of the Corporation who may be
required to sign and execute each Registration Statement covering such
securities or amendments and supplements thereto or documents in connection
therewith (whether for or on behalf of the Corporation, or as an officer of
the Corporation, or otherwise) be and is hereby duly authorized and directed
to execute a power of attorney appointing Madeleine W. Ludlow, Vice President
and Chief Financial Officer, William L. Sheafer, Vice President and
Treasurer, and Jerome A. Vennemann, Acting General Counsel and Corporate
Secretary, and each of them, severally, his or her true and lawful attorney
or attorneys to sign in his or her name, place and stead in any such capacity
such Registration Statements and any and all amendments thereto, including
amendments or supplements to the prospectus contained in such Registration
Statement or amendments thereto and the addition or amendment of exhibits and
other documents in connection therewith, and to file the same with the
Commission, each of such attorneys to have power to act with or without the
other, and to have full power and authority to do and perform, in the name
and on behalf of each of such officers and directors who shall have executed
such a power of attorney, every act whatsoever which such attorneys, or
either of them, may deem necessary or advisable to be done in connection
therewith as fully and to all intents and purposes as such officers or
directors might or could do in person.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 19th day of July,
1999.

                                                     /s/ Jerome A. Vennemann
                                                     -----------------------
                                                     Corporate Secretary