November 6, 2000                                                  Exhibit 10.59


Louisville Gas and Electric Company
820 West Broadway
Louisville, KY 40202

Attention:  Mr. J. Clay Murphy

Gentlemen:

     Reference is made to the Transportation Agreement (Agreement) dated
November 1, 1993, as amended, between Texas Gas Transmission Corporation (Texas
Gas) and Louisville Gas and Electric Company (LG&E) providing for the
transportation of natural gas by Texas Gas for LG&E.

     Accordingly, Texas Gas and LG&E hereby desire to amend the Agreement
(originally referred to as the 8-year agreement) between them as follows:

     A.   ARTICLE V, TERM OF AGREEMENT, shall be deleted in its entirety and
replaced with the following:

          5.1  This Agreement shall become effective upon its execution and
remain in full force and effect with a primary term beginning November 1, 1993,
(with the rates and charges described in Article VIII becoming effective on that
date) and extending through October 31, 2006. At the end of such primary term of
five (5) years, unless Customer terminates this Agreement at the end of such
primary or roll-over term by giving Texas Gas at least 365 days advance written
notice prior to the expiration of the primary term of any subsequent roll-over
term.

          5.2  In the event that any applicable state law, order, or regulation
requires Customer, or permits Customer and Customer so elects, to unbundle its
services at the retail level prior to October 31, 2006, and such unbundling
results in Customer holding Daily Contract Demand and Seasonal Quantity
Entitlements that Customer determines would be in excess of the levels required
to enable Customer to provide service after unbundling, then Texas Gas and
Customer agree to renegotiate this Agreement in good faith to devise terms and
conditions that are mutually acceptable to both parties. Customer shall initiate
such renegotiation as soon as practicable after it becomes aware that retail
unbundling will have a definite effect on this Agreement. Customer shall also
attempt to minimize the extent to which capacity subject to this Agreement
becomes surplus to Customer's requirements by directly assigning any surplus
capacity at prevailing contractual rates to any replacement shipper.

               If Texas Gas and Customer are unable to successfully renegotiate
this Agreement, and Customer pursues the assignment of surplus capacity
described above, but nonetheless all or part of the capacity reflected in this
Agreement becomes unneeded, then Customer shall have the option to elect to
reduce its Daily Contract Demand and related Seasonal Quantity Entitlements by
an amount determined by Customer to be equal to the capacity which has or will
become unneeded pursuant to any such unbundling of services. If Customer
exercises such reduction option, Customer agrees to provide Texas Gas with
written notice of its election to reduce its Daily Contract Demand and Seasonal
Quantity Entitlements. Such notice shall include a waiver of any right of first
refusal, if any, applicable to the Daily Contract Demand which Customer elects
to reduce. Such reduction shall become effective one (1) year from the first day
of the first month following the receipt of



Customer's written notice of its election to reduce. Nothing herein shall
prevent Customer from exercising such reduction right more than once during the
remaining term of this Agreement.

     This amendment shall become effective upon its execution and shall remain
in force for a term to coincide with the term of the Agreement.

     The operation of the provisions of this amendment shall be subject to all
applicable governmental statutes and all applicable and lawful orders, rules,
and regulations.

     Except as herein amended, the Agreement between the parties hereto shall
remain in full force and effect.

     If the foregoing is in accordance with your understanding of our Agreement,
please execute both copies and return to us. We will, in turn, execute them and
return one copy for your records.

                                            Very truly yours,


LOUISVILLE GAS AND ELECTRIC COMPANY         TEXAS GAS TRANSMISSION CORPORATION


LOUISVILLE GAS AND ELECTRIC COMPANY         TEXAS GAS TRANSMISSION CORPORATION


By:    /s/ Rebecca L. Farrar                   By:  /s/ H. Dean Jones II
       ---------------------------                  ---------------------------

Title  Senior Vice President-Distribution      ATTEST:  /s/ Sherry L. Rice
       -----------------------------------              -----------------
          Operations                                          Asst. Sec.

AGREED TO AND ACCEPTED this 20th of November, 2000