UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Kinder Morgan, Inc.

(Name of Issuer)

Class P Common Stock, par value $0.01 per share

(Title of Class of Securities)

49456B101

(CUSIP Number)

R. Jay Tabor, Esq.

Weil, Gotshal & Manges LLP

200 Crescent Court, Suite 300

Dallas, Texas 75201

(214) 746-7700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 22, 2011

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 2 of 8

stock of the Issuer that may be beneficially owned by the Sponsors. In addition, the Reporting Person’s wife owns 46,664 shares of the Issuer’s Class A Common Stock which are convertible into Class P Common Stock in accordance with the Issuer’s certificate of incorporation (the “Charter”). The Reporting Person hereby disclaims beneficial ownership of any such shares that may be beneficially owned by the Reporting Person’s wife.

Page 3 of 8

Item 1. Security and Issuer

The class of equity to which this Schedule 13D relates is Class P Common Stock, par value $0.01 per share, of Kinder Morgan, Inc. (“Class P Common Stock”).

Kinder Morgan, Inc. (the “Issuer”) is a Delaware corporation with its principal executive offices located at 500 Dallas Street, Suite 1000, Houston, Texas 77002.

Item 2. Identity and Background

(a) and (b) This Schedule 13D is filed by Mr. Richard D. Kinder (the “Reporting Person”). The business address of the Reporting Person is 500 Dallas Street, Suite 1000, Houston, Texas 77002.

(c) The present principal occupation of the Reporting Person is Chairman of the Board of Directors and Chief Executive Officer of the Issuer.

(d) and (e) During the last five years, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Reporting Person is a United States citizen.

Item 3. Source and Amount of Funds or Other Consideration

Prior to the closing of the Issuer’s initial public offering of its Class P Common Stock on February 10, 2011, the Issuer was converted from a Delaware limited liability company into a Delaware corporation and such limited liability company’s outstanding units owned by the Reporting Person were converted into shares of capital stock of the Issuer consisting of Class A common stock, Class B common stock and Class P Common Stock. The shares of Class B common stock held by the Reporting Person represent incentive compensation that were acquired as a result of the Reporting Person’s service as an officer or director of the Issuer and/or its predecessors. On November 16, 2011, 1,654,302 shares of Class P Common Stock that the Reporting Person beneficially owns were acquired through the automatic conversion into Class P Common Stock of a portion of the Reporting Person’s shares of the Class B common stock pursuant to the terms and provisions of the certificate of incorporation of the Issuer.

150,000 shares of Class P Common Stock that the Reporting Person beneficially owns were acquired through open market purchases using personal or other funds.

On November 22, 2011, the Reporting Person agreed to purchase with his personal funds an aggregate of 19,723,865 shares of Class P Common Stock pursuant to the terms of that certain Stock Purchase Agreement, dated as of November 22, 2011 (the “Purchase Agreement”), by and among the Reporting Person and certain sponsor investment funds that are shareholders of the Issuer, a copy of which is attached hereto as Exhibit 99.1 and which is discussed further in Item 4 below.

Item 4. Purpose of Transaction

As mentioned in Item 3 above, the Reporting Person entered into the Purchase Agreement for the purchase of an aggregate of 19,723,865 shares of shares of Class P Common Stock from certain sponsor investment funds that are shareholders in the Issuer, the closing of which is subject to customary closing conditions, including, without limitation, obtaining the approval of regulatory authorities under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Upon the closing of the Purchase Agreement, the Reporting Person will hold the shares of Class P Common Stock acquired pursuant thereto for purposes of investment.

Other than as set forth herein or related to the transactions contemplated by, or in connection with, the Purchase Agreement, the Voting Agreement (as described in Item 6 below) and the Shareholders Agreement (as described in Item 6 below), and except as the conversion provisions of the Charter may result in the Reporting Person receiving additional shares of Class P Common Stock, the Reporting Person has no plans or proposals that relate to or would result in any of the events set forth in Items 4(a) through (j) of

Page 4 of 8

Schedule 13D. However, the Reporting Person intends to review continuously the Issuer’s business affairs, capital needs and general industry and economic conditions, and, based on such review, the Reporting Person may, from time to time, determine to increase his ownership of Class P Common Stock, approve an extraordinary corporate transaction with regard to the Issuer or engage in any of the events set forth in Items 4(a) through (j) of Schedule 13D, but, except as otherwise provided herein, the Reporting Person currently has no intention of selling any shares of Class P Common Stock or engaging in any such events. The Reporting Person is the Chairman of the Board of Directors and Chief Executive Officer of the Issuer. Accordingly, the Reporting Person will be in a position to influence the management, operations and activities of the Issuer.

The information set forth in response to this Item 4 is qualified in its entirety by reference to the Purchase Agreement, the Voting Agreement and the Shareholders Agreement, all of which are incorporated herein by reference.

Item 5. Interest in Securities of the Issuer

(a) and (b) Upon the closing of the transactions contemplated by the Purchase Agreement, the Reporting Person will have direct beneficial ownership of 20,976,733 shares of the Issuer’s Class P common stock. A limited partnership of which the Reporting Person is a partner (the “Limited Partnership”) owns an additional 551,434 shares of the Issuer’s Class P Common Stock. The Reporting Person is the general partner of the Limited Partnership and has sole voting and dispositive power with respect to the shares owned by the Limited Partnership; however, the Reporting Person disclaims 99% of the pecuniary interest in the shares owned by the Limited Partnership.

In addition, the Reporting Person has direct beneficial ownership of 216,492,170 shares of Class A Common Stock and 25,102,026 shares of Class B Common Stock. Additionally, the Limited Partnership owns an additional 12,551,013 shares of Class B Common Stock. The Reporting Person disclaims 99% of the pecuniary interest in the shares owned by the Limited Partnership. Although the Reporting Person’s wife holds 46,664 shares of Class A Common Stock, the Reporting Person disclaims any and all beneficial or pecuniary interest in such shares held by his wife. The number of shares of Class P Common Stock into which shares of Class A Common Stock and related shares of Class B Common Stock and Class C Common Stock will convert is determined in accordance with the Charter. The relative portion of the total number of shares of Class P Common Stock issuable upon conversion to holders of Class A Common Stock and the related Class B Common Stock and Class C Common Stock, respectively, will depend on the total value that has been received by such holders in connection with dividends and conversions of such shares into Class P Common Stock. Because the total number of shares of Class P Common Stock issuable upon conversion of shares of Class A Common Stock and the related shares of Class B Common Stock and Class C Common Stock is fixed, the conversion of any such shares of Class B Common Stock or Class C Common Stock will result in a corresponding decrease in the number of shares of Class P Common Stock into which the related shares of Class A Common Stock will be able to convert. Assuming that all outstanding shares of Class A Common Stock owned by the Reporting Person are fully converted on a one-for-one basis into shares of Class P Common Stock, that all shares of Class A Common Stock held by other persons are converted into Class P Common Stock and that the outstanding shares of Class B Common Stock are converted into zero shares of Class P Common Stock, the Reporting Person’s aggregate beneficial ownership of Class P Common Stock represents approximately 33.7% of the Class P Common Stock outstanding on a fully converted basis.

By virtue of certain provisions in the Shareholders Agreement as more fully described in Item 6 below, the Reporting Person may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act of 1934, as amended, with certain sponsor investment funds advised by, or affiliated with, Goldman, Sachs & Co., Highstar Capital LP, The Carlyle Group and Riverstone Holdings LLC that are shareholders in the Issuer and parties to the Shareholders Agreement (collectively, the “Sponsors”). After giving effect to the transactions contemplated by the Purchase Agreement (and assuming no additional conversions of Class A Common Stock owned by the Sponsors), the Sponsors will collectively own 319,468,167 shares of Class A common stock which, together with the shares of Class B Common Stock and Class C Common Stock related thereto, is convertible into an aggregate of 319,433,553 shares of Class P Common Stock. As a result, the Reporting Person may be deemed to beneficially own such shares of Class P Common Stock that are beneficially owned by each of the Sponsors; however, the Reporting Person hereby disclaims beneficial ownership of any such shares that may be beneficially owned by the Sponsors.

(c) On November 16, 2011, 1,654,302 shares of Class P Common Stock that the Reporting Person beneficially owns were acquired through the automatic conversion into Class P Common Stock of a portion of the Reporting Person’s shares of the Class B common stock. No purchase price was paid by the Reporting Person for the shares of Class P Common Stock upon such automatic conversion pursuant to the terms and provisions of the certificate of incorporation of the Issuer.

(d) Not applicable.

(e) Not applicable.

The Cover Page of this Schedule 13D is incorporated herein by reference.

Page 5 of 8

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On October 16, 2011, the Reporting Person and certain other shareholders of the Issuer (which, in the aggregate, represent approximately 75% of the voting power in the Issuer) entered into that certain Voting Agreement, a copy of which is attached hereto as Exhibit 99.2 (the “Voting Agreement”) and is incorporated herein by reference, with El Paso Corporation, a Delaware corporation (“El Paso”), in connection with the Issuer’s proposed acquisition of El Paso. Pursuant to the terms of the Voting Agreement, the Reporting Person and the other Issuer shareholders that are parties thereto agreed, among other things, to vote their shares of voting common stock of the Issuer in favor of the issuance of Class P Common Stock, warrants and Class P Common Stock issuable upon exercise of such warrants, as part of the merger consideration to be paid by the Issuer to El Paso’s shareholders in the Issuer’s proposed acquisition of El Paso. In addition, the Issuer’s shareholders that are parties to the Voting Agreement agreed to collectively retain (subject to certain permitted transfers), until the Issuer’s shareholders approve such issuance of Class P Common Stock and warrants or until the Voting Agreement is terminated pursuant to its terms, whichever is earlier, an amount of shares of Issuer voting common stock that is sufficient to approve such Class P Common Stock and warrant issuance proposal.

The Reporting Person is a party to that certain Shareholders Agreement, dated as of February 10, 2011, a copy of which is attached hereto as Exhibit 99.3 (the “Shareholders Agreement”) and is incorporated herein by reference, by and among certain shareholders of the Issuer, which (i) provides such shareholders certain governance rights with respect to the Issuer and (ii) imposes certain restrictions on the transfer of Issuer capital stock. Pursuant to the Shareholders Agreement, among other things, the Reporting Person (i) has the right to appoint five director nominees to the Issuer’s board of directors (which currently has thirteen members), (ii) has, in certain instances and subject to certain limitations, the right to require the Issuer to register under applicable securities laws the sale of shares of common stock issuable upon the conversion of Class A common stock and Class B common stock owned by the Reporting Person and (iii) is subject to certain transfer and conversion restrictions on capital stock in the Issuer owned by the Reporting Person.

Further, pursuant to the terms of the Shareholders Agreement, the Reporting Person and the Sponsors have the right to collectively appoint eleven of the thirteen director nominees to the Issuer’s board of directors and committees. Each of the Sponsors and the Reporting Person has agreed with each other to take all necessary actions within their respective power to vote in favor of persons nominated to the board of directors of Issuer by such other shareholder in accordance with the Shareholders Agreement and to remove any directors of such nominating shareholder as required by the Shareholders Agreement. In addition, if the Reporting Person or any of the Sponsors do not vote in accordance with the Shareholders Agreement to elect or remove any directors, each party has granted each other party an irrevocable proxy so that their shares may be voted in accordance with the Shareholders Agreement.

Items 3 through 5 of this Schedule 13D are incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits

Page 6 of 8

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 2, 2011

Exhibit Index

Exhibit 99.1

Execution Version

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of November 22, 2011, among Richard D. Kinder (“Buyer”) and the persons identified as “Sellers” on the signature pages hereto (each, a “Seller” and together, the “Sellers”).

WHEREAS, Sellers currently own certain shares of Class A Convertible Common Stock, par value $0.01 per share (“Class A Shares”), of Kinder Morgan Inc., a Delaware corporation (the “Company”);

WHEREAS, in connection with the transactions contemplated in this Agreement, each Seller shall cause such number of its Class A Shares to be converted into shares of Class P Common Stock, par value $0.01 per share, of the Company (“Class P Shares”) as is necessary to obtain the number of Class P Shares set forth next to such Seller’s name on Annex A hereto;

WHEREAS, the conversion of each Seller’s Class A Shares into Class P Shares shall occur in accordance with the Company’s Certificate of Incorporation dated as of February 10, 2011 (the “Certificate of Incorporation”), pursuant to a Conversion Notice delivered by such Seller in accordance with this Agreement;

WHEREAS, Buyer desires to purchase from Sellers, in the aggregate, 19,723,865 Class P Shares (collectively, the “Shares”), and each Seller desires to sell to Buyer the number of Class P Shares set forth next to its name on Annex A hereto; and

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound, the parties hereto agree as follows:

ARTICLE I.

THE PURCHASE

Section 1.1 Purchase and Sale of the Securities. Upon the terms and subject to the conditions herein, each Seller agrees to sell, transfer, assign and convey to Buyer the number of Class P Shares set forth next to such Seller’s name on Annex A hereto, and Buyer agrees to purchase from each Seller, on the Closing Date (as defined in Section 2.1), the number of Class P Shares set forth next to such Seller’s name on Annex A hereto for the Purchase Price (as defined in Section 1.2).

Section 1.2 Purchase Price. Subject to the next sentence, the “Purchase Price” with respect to the Shares to be sold by each Seller shall be the amount set forth beside such Seller’s name in the third column of Annex A hereto. In the event the Closing Date occurs after any record date for the Company’s regular quarterly dividend following the date hereof, (i) the Weighted Average Per Share Net Sale Proceeds as set forth on Annex A for each Seller shall be reduced by the sum of the per share amounts of each such regular quarterly dividend declared by the Company with respect to any such record date that is due to such Seller, and (ii) the Purchase Price payable to each Seller (and the Aggregate Net Sale Proceeds to such Seller) shall then

equal the product of (x) the Weighted Average Per Share Net Sale Proceeds set forth on Annex A for such Seller, reduced in accordance with clause (i) of this sentence, and (y) the number of Class P Shares set forth next to the name of such Seller on Annex A.

ARTICLE II.

CLOSING; CONDITIONS

Section 2.1 Closing. The closing of the purchase and sale of the Shares (the “Closing”) shall be held at the offices of Latham & Watkins LLP, 885 Third Avenue, New York, New York, as soon as practicable, but in no event later than five (5) business days after the conditions described in Section 2.2 are satisfied (or waived by the parties entitled to waive them) or at such other time or place as may be mutually agreed to by the parties hereto. The actual date on which the Closing shall occur is herein referred to as the “Closing Date.” At the Closing, (i) Buyer shall deliver to each Seller, by wire transfer to a bank account designated by such Seller to Buyer not later than the close of business on the second business day immediately preceding the Closing Date, immediately available funds in the amount set forth next to such Seller’s name on Annex A hereto, and (ii) Sellers shall cause certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, to be delivered to Buyer or its designee. Buyer shall pay all stock transfer and documentary stamps, if any, arising under applicable law.

Section 2.2 Conditions to Closing. (a) Buyer’s Obligations. The obligations of Buyer to purchase the Shares from each Seller and to pay the Purchase Price to such Seller are subject to the satisfaction prior to or at the Closing (or the waiver of same by Buyer) of each of the following conditions precedent:

(i) Each of the representations and warranties made by such Seller in Section 3.1 shall have been true and correct when made and shall be true and correct at the Closing Date as though each such representation and warranty were made on and as of the Closing Date immediately prior to the Closing (except for those representations and warranties expressly made as of an earlier date, the truth and correctness of which shall be measured as of such earlier date).

(ii) Such Seller shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by it at or prior to the Closing.

(iii) Such Seller shall have delivered to Buyer a certificate dated the Closing Date and signed by a duly authorized officer of such Seller confirming the matters referred to in subsections (i) and (ii) of this Section 2.2(a).

(iv) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or legal prohibition preventing the consummation of the Closing shall be in effect.

(v) The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) applicable to the transactions contemplated hereby shall have expired or been terminated.

2

(vi) Such Seller shall have delivered to Buyer a certificate of non-foreign status that complies with Section 1445 of the Internal Revenue Code of 1986, as amended, and the Treasury regulations promulgated thereunder.

(b) Sellers’ Obligations. The obligations of each Seller to sell, transfer, assign and convey the Shares to Buyer are subject to the satisfaction prior to or at the Closing (or waiver by such Seller) of each of the following conditions:

(i) Each of the representations and warranties made by Buyer in Section 3.2 shall have been true and correct when made and shall be true and correct on the Closing Date as though each such representation and warranty were made on and as of the Closing Date immediately prior to the Closing (except for those representations and warranties expressly made as of an earlier date, the truth and correctness of which shall be measured as of such earlier date).

(ii) Buyer shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by it at or before the Closing.

(iii) Buyer shall have delivered to such Seller a certificate dated the Closing Date and signed by Buyer confirming the matters referred to in subsections (i) and (ii) of this Section 2.2(b).

(iv) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or legal prohibition preventing the consummation of the Closing shall be in effect.

(v) The waiting period under the HSR Act applicable to the transactions contemplated hereby shall have expired or been terminated.

(vi) Such Seller shall have received a written acknowledgement from the Company, in form and substance reasonably acceptable to such Seller, confirming: (A) that the Transfer by such Seller contemplated by this Agreement shall be deemed an All Cash Sale; (B) that the “aggregate Net Sale Proceeds” (as such term is contemplated by the Certificate of Incorporation (defined below)) in connection with the Transfer by such Seller pursuant to this Agreement shall be the amount as set forth beside such Seller’s name in the third column of Annex A (subject to the adjustment contemplated by the second sentence of Section 1.2); (C) that the “weighted average per share Net Sale Proceeds” (as such term is contemplated by the Certificate of Incorporation) in connection with the Transfer by such Seller pursuant to this Agreement shall be the amount as set forth beside such Seller’s name in the fourth column of Annex A (subject to the adjustment contemplated by the second sentence of Section 1.2); and (D) that all Conversion Instructions and instructions to the Transfer Agent (including all calculations contained therein) shall be in conformance with the foregoing. Capitalized terms used but not defined in this Section 2.2(b)(vi) shall have the meanings given to such terms in the Certificate of Incorporation.

3

ARTICLE III.

REPRESENTATION AND WARRANTIES

Section 3.1 Representations and Warranties of Sellers. Each Seller hereby represents and warrants to Buyer as to itself, on a several and not joint basis, as follows:

(a) Valid Existence. Such Seller is an entity duly formed and validly existing under the laws of the jurisdiction of its organization.

(b) Authorization; Enforcement. Such Seller has full power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement in accordance with its terms. Such Seller has taken all necessary action to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement is a valid and legally binding obligation of such Seller, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting enforcement of creditors’ rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(c) No Conflicts. The execution and delivery by such Seller of this Agreement do not, and the performance by such Seller of its obligations under this Agreement and the consummation by such Seller of the transactions contemplated hereby will not, (i) conflict with or result in any violation of, any organizational document of such Seller or (ii) cause a material breach of, or constitute a material default under, any material contract or agreement to which such Seller is party, except, in the case of clauses (i) and (ii), for such conflicts, breaches or defaults which would not have a material adverse effect on the ability of such Seller to enter into and perform its obligations under this Agreement.

(d) No Consents or Approvals. Assuming the truth and completeness of the representations and warranties of Buyer contained in Section 3.2 hereof, no consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental or quasi-governmental authority or instrumentality, domestic or foreign, is required to be obtained or made by such Seller in connection with the execution and delivery of this Agreement by such Seller or the consummation by such Seller of the transactions contemplated hereby, other than consents the failure of which to obtain would not have a material adverse effect on the ability of such Seller to enter into and perform its obligations under this Agreement, and disclosure filings under the Securities Exchange Act of 1934, as amended.

(e) Ownership. (i) Such Seller has valid, legal, beneficial and record title to the number of Class A Shares set forth next to its name on Annex A hereto, and, following valid conversion of such Class A Shares into Class P Shares in accordance with the Company’s Certificate of Incorporation, will have valid, legal, beneficial and record title to the number of Class P Shares set forth next to its name on Annex A hereto, and (ii) upon the Closing, Buyer will have valid, legal, beneficial and record title to the Shares sold by such Seller, in each case free and clear of any liens, charges, encumbrances, security interests, pledges, options, agreements to sell, assign or transfer or other claims whatsoever (collectively, “Liens”), other

4

than under this Agreement, the Company’s Certificate of Incorporation, that certain Shareholders Agreement dated as of February 10, 2011 (“Shareholders Agreement”) and the restrictions under applicable securities laws.

(f) Possession of Adequate Knowledge. Such Seller possesses such information concerning the Company and its business as it deems necessary in order to evaluate the merits of the transactions contemplated by this Agreement and is not relying on any representation or warranty, express or implied, from Buyer with respect to the value of the Shares or other merits of the transactions contemplated hereby.

(g) Advisers’ Fees. There is no investment banker, broker, finder or other intermediary who might be entitled to any fee or commission upon consummation of the transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Seller.

Section 3.2 Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller as follows:

(a) Authorization; Enforcement. Buyer has full power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement in accordance with its terms. Buyer has taken all necessary action to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement is a valid and legally binding obligation of Buyer, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting enforcement of creditors’ rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(b) No Conflicts. The execution and delivery by Buyer of this Agreement do not, and the performance by Buyer of its obligations under this Agreement and the consummation by Buyer of the transactions contemplated hereby will not cause a material breach of, or constitute a material default under, any material contract or agreement to which Buyer is party, except for such conflicts, breaches or defaults which would not have a material adverse effect on the ability of Buyer to enter into and perform its obligations under this Agreement.

(c) No Consents or Approvals. Assuming the truth and completeness of the representations and warranties of Sellers contained in Section 3.1 hereof, no consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency or commission or other governmental or quasi-governmental authority or instrumentality, domestic or foreign, is required to be obtained or made by Buyer in connection with the execution and delivery of this Agreement by Buyer or the consummation by Buyer of the transactions contemplated hereby other than (i) the expiration or early termination of the waiting period under the HSR Act and (ii) consents the failure of which to obtain would not have a material adverse effect on the ability of Buyer to enter into and perform its obligations under this Agreement, and disclosure filings under the Securities Exchange Act of 1934, as amended.

(d) No Reliance on Seller Representations. Buyer is purchasing the Shares based on its own knowledge of the Company and its business, and is not relying on any representation or warranty of the Sellers, express or implied, with respect to any matter relating to the Company or its business, or to the value of the Shares or other merits of the transaction contemplated hereby.

5

(e) Advisers’ Fees. There is no investment banker, broker, finder or other intermediary who might be entitled to any fee or commission upon consummation of the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer.

(f) No Finance Condition. Buyer has access to and will have at the Closing sufficient funds to consummate the transactions contemplated by this Agreement and the availability of such funds is not subject to any conditions.

(g) No Distribution or Resale. Buyer represents that it is purchasing the Shares for its own account and not with a view to the distribution or resale thereof in violation of any applicable securities laws. Buyer understands that the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available. Buyer understands and acknowledges that the certificates which will be issued in respect of the Shares will contain a legend setting forth the foregoing restrictions.

ARTICLE IV.

COVENANTS

Section 4.1 Approvals. (a) On or before November 28, 2011, Buyer will, and will cause its representatives to, have substantially completed all filings required to be made by Buyer by governmental or quasi-governmental authorities and have executed substantially all documents, certifications, forms, etc., required by governmental or quasi- governmental authorities in order to obtain any approvals necessary for the consummation of the transactions contemplated hereby, in each case to the extent capable of being filed or executed as of right by such date pursuant to applicable statutes, rules and regulations. Buyer shall notify Sellers in writing of the satisfaction of the foregoing requirement by such date. Buyer shall upon filing its notification under the HSR Act give prompt notice to the Company of such filing as required under the HSR Act.

(b) Buyer shall provide each Seller with prompt notice of any material requests or inquiries made of Buyer by governmental or quasi-governmental authorities related in any way to such approvals, including copies of any written request or inquiry served upon them by any governmental or quasi-governmental authority (subject to redaction of confidential information). Between the date hereof and the Closing Date, Buyer will use its reasonable best efforts to obtain the approvals referred to in Section 4.1(a) as promptly as practicable, and each Seller will provide reasonable cooperation to Buyer with respect to same. The parties agree promptly to notify each other of all material developments of which they become aware with respect to the foregoing.

(c) Promptly, and in any event no later than one (1) business day following the expiration or early termination of the waiting period under the HSR Act, Buyer shall provide written notice thereof to Sellers.

6

Section 4.2 No Acquisitions. From the date hereof until the date the waiting period under the HSR Act applicable to the transactions contemplated hereby shall have expired or been terminated, Buyer shall not, and shall cause its affiliates not to, enter into or consummate any acquisition, investment or other transaction which would be reasonably likely to have an adverse effect on the waiting period under the HSR Act. For the avoidance of doubt, the requirements of this Section 4.2 shall not apply to the Company or its subsidiaries.

Section 4.3 Conversion. (a) Promptly following receipt by each Seller of the notice referred to in Section 4.1(c) hereof, each Seller shall prepare and deliver to the Company and the Transfer Agent a Conversion Notice in connection with the All Cash Sale of the Shares contemplated hereby (the “Conversion Notice”). Each such Conversion Notice shall set forth (i) the aggregate number of Class P Shares being Transferred by such Seller, which shall be equal to the amount set forth beside such Seller’s name in the second column of Annex A; (ii) the “aggregate Net Sale Proceeds” receivable by such Seller, which shall be equal to the amount set forth beside such Seller’s name in the third column of Annex A (subject to the adjustment contemplated by the second sentence of Section 1.2); and (iii) the “weighted average per share Net Sale Proceeds” in connection with the Transfer by such Seller, which shall be equal to the amount set forth beside such Seller’s name in the fourth column of Annex A (subject to the adjustment contemplated by the second sentence of Section 1.2). The Conversion Notice shall also certify that the Transfer being effected in connection with the Conversion Notice will be effected in accordance with an exemption from the registration requirements of the Securities Act applicable to private resales and restricted securities, and shall instruct the Transfer Agent to affix to the certificates being issued in respect of the Shares a legend referenced in Section 3.2(g) hereof.

(b) In the event the Closing is not consummated with respect to the purchase of Shares from a particular Seller within five (5) business days (or such longer period as may be agreed by such Seller and the Company) following Voluntary Conversion of Class A Shares into Class P Shares occurring pursuant to Section D.2(a)(iii) of the Certificate of Incorporation such that the Class P Shares would revert back to Class A Shares as contemplated by the Certificate of Incorporation, (i) the condition set forth in Section 2.2(b)(vi) hereof shall not be deemed to have been satisfied with respect to such Seller and (ii) such Seller shall cause a new Conversion Notice, in each case on the terms set forth in Section 4.3(a), to be promptly delivered to the Company and the Transfer Agent.

(c) Buyer acknowledges and agrees, with respect to the sale of the Shares by each Seller hereunder, (i) that the Transfer by such Seller contemplated by this Agreement shall be deemed an All Cash Sale; (ii) that the “aggregate Net Sale Proceeds” (as such term is contemplated by the Certificate of Incorporation) in connection with the Transfer by such Seller pursuant to this Agreement shall be the amount as set forth beside such Seller’s name in the third column of Annex A (subject to the adjustment contemplated by the second sentence of Section 1.2); and (iii) that the “weighted average per share Net Sale Proceeds” (as such term is contemplated by the Certificate of Incorporation) in connection with the Transfer by such Seller pursuant to this Agreement shall be the amount as set forth beside such Seller’s name in the fourth column of Annex A (subject to the adjustment contemplated by the second sentence of Section 1.2).

7

(d) Capitalized terms used but not defined in this Section 4.3 shall have the meanings given to such terms in the Certificate of Incorporation.

ARTICLE V.

TERMINATION

Section 5.1 Termination. (a) This Agreement may be terminated at any time prior to the Closing:

(i) by Buyer, with respect to its obligation to purchase the Shares from a Seller hereunder, upon ten (10) days prior written notice to such Seller, if such Seller has materially breached any of its covenants or agreements hereunder, and such breach has not been cured during such ten (10) day period;

(ii) by any Seller, with respect to its obligation to sell the Shares hereunder, upon ten (10) days prior written notice to Buyer, if Buyer has materially breached any of its covenants or agreements hereunder, and such breach has not been cured during such ten (10) day period; or

(iii) by any Seller, with respect to such Seller’s obligation to sell the Shares hereunder, on the one hand, or Buyer, on the other hand, if the Closing shall not have occurred by 11.59 p.m. EST on the five (5) month anniversary of the date hereof (the “Termination Date”); provided that the party seeking termination under this Section 5.1(a)(iii) is not in default or breach hereunder and has not failed to fulfill any obligation under this Agreement, which breach or failure has caused, or resulted in, the failure of the Closing to occur on or before the Termination Date.

(b) Consequences of Termination. In the event of the termination of this Agreement pursuant to Section 5.1(a), this Agreement shall thereafter cease to be of any force or effect, except that this Section 5.1(b) and Article VI (other than Sections 6.3, 6.5 and 6.13) shall survive such termination, and thereafter no party hereto shall have any liability to any other party hereto or its stockholders or directors or officers in respect thereof; provided, however, that this sentence shall not relieve a party from liability for any breach of this Agreement.

ARTICLE VI.

FURTHER AGREEMENTS

Section 6.1 Assignment. This Agreement and the rights hereunder shall not be assignable or transferable by either party without the prior written consent of the other parties hereto. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.

Section 6.2 Fees and Expenses. All fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby (“Expenses”) shall be paid by the party incurring such Expenses (including, for the avoidance of doubt, in the case of Buyer all filing fees and other Expenses relating to the HSR Act). It is understood that the Sellers shall not seek reimbursement from the Company pursuant to the Shareholders Agreement or otherwise for their Expenses in relation to this transaction, but such fact shall not affect or prejudice in any way the

8

ability of any Investor Shareholder (as defined in the Shareholders Agreement) to seek and obtain reimbursement of any fees or expenses to the extent provided for in the Shareholders Agreement or otherwise with respect to any other matter.

Section 6.3 Publicity. Between the date hereof and the Closing Date, the parties agree to consult with one another and to coordinate the issuance of any press release or similar public announcement or communication relating to the execution or performance of this Agreement or to the transactions contemplated hereby.

Section 6.4 Amendments. No amendment to this Agreement shall be effective unless it shall be in writing and signed by each of the parties hereto.

Section 6.5 Cooperation. Subject to the terms and conditions of this Agreement, Sellers and Buyer agree to use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, as soon as reasonably practicable, the terms of this Agreement and the transactions contemplated hereby.

Section 6.6 Notices. Any notice, demand, election, request, consent or communication required or permitted to be given hereunder shall be in writing and shall be effective (a) when personally delivered or delivered by facsimile on a business day during normal business hours at the address or number designated below or (b) on the business day following the date of mailing by overnight courier, fully prepaid, addressed to such address, whichever shall first occur. The addressed for such communications shall be:

9

Any party hereto may from time to time change its address for notices under this Section 6.6 by giving notice of such changed address to the other parties hereto.

Section 6.7 Submission to Jurisdiction; Consent to Service of Process. With respect to any claim arising out of this Agreement, Sellers and Buyer each irrevocably submit to the exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City (the “Chosen Courts”), and agree that any disputes that may arise out of this Agreement shall be litigated in the Chosen Courts. Sellers and Buyer each irrevocably waive any objection which they may have at any time to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any Chosen Court, irrevocably waive any claim that any such suit, action or proceeding brought in any Chosen Court has been brought in an inconvenient forum and further irrevocably waive the right to object, with respect to such suit, action or proceeding brought in any Chosen Court, that such court does not have jurisdiction over such party. Sellers and Buyer each agree that service of process upon it in any such suit, action or proceeding shall be deemed in every respect effective service of process upon it if given in the manner set forth in Section 6.6. SELLERS AND BUYER EACH WAIVE THE RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE ARISING OUT OF THIS AGREEMENT.

Section 6.8 Interpretation. The headings contained in this Agreement are for convenience only and shall not be deemed to limit or affect in any way the meaning or interpretation of this Agreement. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

Section 6.9 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other parties.

Section 6.10 Entire Agreement. This Agreement contains the entire agreement and understanding between the parties hereto with respect to the matters covered hereby and supersedes all prior agreements and understandings relating thereto.

Section 6.11 Severability. If any term, provision, covenant or restriction of this Agreement or the application of any such provision to any person or circumstance shall be held invalid, illegal, void or unenforceable in any respect by a court of competent jurisdiction, the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect, unless such invalidity, illegality, voidness or unenforceability would substantially impair the benefits of such remaining provisions of any party hereto.

Section 6.12 Waivers. No waiver by any party of any default with respect to any provision, condition or requirement hereof shall be deemed to be a continuing waiver in the future thereof or a waiver of any other provision, condition or requirement hereof; nor shall any delay or omission of any party or exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.

10

Section 6.13 Specific Enforcement. Sellers and Buyer acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state thereof having jurisdiction, this being in addition to any other remedy to which they may be entitled by law or equity.

11

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above.

/Signature Page to the Stock Purchase Agreement/

/Signature Page to the Stock Purchase Agreement/

/Signature Page to the Stock Purchase Agreement/

/Signature Page to the Stock Purchase Agreement/

/Signature Page to the Stock Purchase Agreement/

/Signature Page to the Stock Purchase Agreement/

/Signature Page to the Stock Purchase Agreement/

/Signature Page to the Stock Purchase Agreement/

ANNEX A

ANNEX B

Exhibit 99.2

EXECUTION VERSION

VOTING AGREEMENT

This VOTING AGREEMENT (this “Agreement”), is dated as of October 16, 2011, by and among El Paso Corporation (the “Company”) and the stockholders of Kinder Morgan Inc. (“Buyer”) listed on the signature pages hereto (each a “Stockholder” and collectively, the “Stockholders”).

W I T N E S S E T H:

WHEREAS, the Company, Sherpa Merger Sub, Inc., a Delaware corporation, Sherpa Acquisition, LLC, a Delaware limited liability company, Sirius Merger Corporation, a Delaware corporation, Sirius Holdings Merger Corporation, a Delaware corporation, and Buyer entered into an Agreement and Plan of Merger, dated as of October 16, 2011 (the “Merger Agreement”), providing for, among other things, the acquisition of the Company by Kinder Morgan through the consummation of the Transactions (as defined in the Merger Agreement), the result of which will include the Company being a wholly owned subsidiary of Buyer (capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Merger Agreement as of the date hereof); and

WHEREAS, as of the date hereof, each Stockholder is the record and beneficial owner of the number of shares of Parent Class A Stock of Buyer set forth on Exhibit A hereto (together with such additional shares of such class or of Parent Class P Stock as become beneficially owned by such Stockholder, whether upon the exercise of options, conversion of convertible securities or otherwise, and any other voting securities of Buyer (whether acquired heretofore or hereafter) but excluding any shares sold or transferred on or after the date hereof in compliance with Section 4.1, the “Owned Shares”), which shares collectively represent at least 75% of the voting power of the outstanding capital stock of Buyer (as calculated with respect to the vote that is necessary to obtain the Parent Stockholder Approval); and

WHEREAS, as a condition to the Company’s willingness to enter into and perform its obligations under the Merger Agreement, the Company has required that each Stockholder agree, and each Stockholder has agreed, subject to the terms of this Agreement, (i) to vote all of such Stockholder’s Owned Shares in favor of (a) the issuance of the Parent Class P Stock to the Company’s shareholders in connection with the consummation of the Merger (including shares of Parent Class P Stock to be issued upon the exercise of any Parent Class P Warrants) and the Parent Class P Warrants (the “Stock Issuance”) and (b) any other matters submitted to the shareholders of Buyer in furtherance of the Merger or the other transactions contemplated by the Merger Agreement and (ii) to take the other actions described herein; and

WHEREAS, each Stockholder desires to express its support for the Merger Agreement and the transactions contemplated thereby, including the Stock Issuance.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration given to each party hereto, the receipt of which is hereby acknowledged, the parties agree as follows:

1. Agreement to Vote; Irrevocable Proxy.

1.1 Agreement to Vote. Each Stockholder hereby agrees that, from the date hereof until the earlier of (i) the time that the Parent Stockholder Approval has been obtained and no other vote by the Buyer’s shareholders is required to consummate the transactions contemplated by the Merger Agreement and (ii) termination of this Agreement in accordance with Section 5.1, at any meeting of the stockholders of Buyer at which the approval of the Stock Issuance or any other matter requiring a vote of Buyer’s shareholders necessary to consummate the transactions contemplated by the Merger Agreement is to be voted upon, however called, or any adjournment or postponement thereof, such Stockholder shall be present (in person or by proxy) and vote (or cause to be voted) all of its Owned Shares at such time (a) in favor of approval of the Stock Issuance and (b) against any Parent Alternative Transaction and against any action or agreement that would reasonably be expected to materially impair the ability of the Buyer, Merger Sub or the Company to complete the Merger, or that would otherwise reasonably be expected to prevent or materially impede or materially delay the consummation of the transactions contemplated by the Merger Agreement.

1.2 Irrevocable Proxy. Each Stockholder hereby irrevocably appoints the Company as its attorney-in-fact and proxy with full power of substitution and resubstitution, to the full extent of such Stockholder’s voting rights with respect to such Stockholder’s Owned Shares (which proxy is irrevocable and which appointment is coupled with an interest, including for purposes of Section 212 of the Delaware General Corporation Law, but for the avoidance of doubt shall be deemed terminated and released with respect to any shares sold or transferred on or after the date hereof in compliance with Section 4.1 or Section 4.7) to vote all such Stockholder’s Owned Shares in favor of the Stock Issuance or any other matter requiring a vote of Buyer’s shareholders necessary to consummate the transactions contemplated by the Merger Agreement. Upon the Company’s reasonable request, each Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. The proxy granted by each Stockholder in this Section 1.2 shall remain valid until the earlier of (i) the time that the Parent Stockholder Approval has been obtained or (ii) the termination of this Agreement in accordance with Section 5.1, in the case of clause (i) or (ii), immediately upon which each such proxy shall automatically terminate without any further action required by any person.

2. Representations and Warranties of Stockholders. Each Stockholder hereby represents and warrants to the Company as follows:

2.1 Due Organization. Such Stockholder, if a corporation, partnership or other entity, has been duly organized, is validly existing and is in good standing under the laws of the state of its formation or organization.

2.2 Power; Due Authorization; Binding Agreement. Such Stockholder has full legal capacity, power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, partnership or other applicable action on the part of such Stockholder, and no other proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and

-2-

delivered by such Stockholder and, assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, constitutes a valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms.

2.3 Ownership of Shares. On the date hereof, the Owned Shares set forth opposite such Stockholder’s name on Exhibit A hereto are owned beneficially by such Stockholder, free and clear of any claims, liens, encumbrances and security interests other than any restrictions existing under Buyer’s certificate of incorporation or by-laws or the Buyer Shareholders Agreement (as defined below) (the “Buyer Governance Agreements”). Other than proxies and restrictions in favor of the Company pursuant to this Agreement and except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, the “blue sky” laws of the various states of the United States, as of the date hereof, and any restrictions contained in the Buyer Governance Agreements, such Stockholder has, and at any stockholder meeting of Buyer in connection with the Merger Agreement and the transactions contemplated by the Merger Agreement, including approval of the Stock Issuance, such Stockholder will have (except as otherwise permitted by this Agreement, including in connection with the permitted Transfer of any Owned Shares), sole voting power and sole dispositive power with respect to all of the Owned Shares of such Stockholder. As of the date hereof, the Stockholders collectively own and on every date through the date that the Parent Stockholder Approval has been obtained (including the date of any meeting or any adjournment or postponements thereof of the stockholders of the Buyer at which Parent Stockholder Approval is sought and the date of any record date for determining the stockholders entitled to vote at any such meeting of the stockholders of Buyer), the Stockholders will own an amount of shares of Buyer’s capital stock sufficient to obtain the Parent Stockholder Approval.

2.4 No Conflicts. The execution and delivery of this Agreement by such Stockholder does not, and the performance of the terms of this Agreement by such Stockholder will not, (a) require such Stockholder to obtain the consent or approval of, or make any filing with or notification to, any governmental or regulatory authority, domestic or foreign other than any filings required under U.S. federal or state securities laws, (b) require the consent or approval of any other person pursuant to any agreement, obligation or instrument binding on such Stockholder or its properties and assets, (c) conflict with or violate any organizational document or law, rule, regulation, order, judgment or decree applicable to such Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (d) violate any other agreement to which such Stockholder or any of its affiliates is a party including, without limitation, the Buyer’s certificate of incorporation or by-laws or the Shareholders Agreement, dated as of February 10, 2011, among Buyer and the persons set forth on the signature pages thereto (the “Buyer Shareholders Agreement”) or any other voting agreement, stockholders agreement, irrevocable proxy or voting trust applicable to such Stockholder. Other than the Buyer Shareholders Agreement, the Owned Shares of such Stockholder are not, with respect to the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders agreement, irrevocable proxy or voting trust.

2.5 Acknowledgment. Such Stockholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon such Stockholder’s execution, delivery and performance of this Agreement.

-3-

3. Representations and Warranties of the Company. The Company hereby represents and warrants to the Stockholders as follows:

3.1 Due Organization. The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware.

3.2 Power; Due Authorization; Binding Agreement. The Company has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, constitutes a valid and binding agreement of the Company.

4. Certain Covenants of the Stockholders.

4.1 Restriction on Transfer, Proxies and Non-Interference. Each Stockholder hereby agrees, except as permitted by Section 4.7, from the date hereof until the earlier of, (i) the termination of this Agreement in accordance with Section 5.1 and (ii) the time that the Parent Stockholder Approval has been obtained, not to (a) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any of the Owned Shares (any such action, a “Transfer”) that would result in the Stockholders, collectively, owning shares of Buyer’s capital stock less than such number of shares necessary to obtain the Parent Stockholder Approval, (b) grant any proxies or powers of attorney with respect to the Owned Shares, deposit any Owned Shares into a voting trust or enter into a voting agreement with respect to any Owned Shares, in each case with respect to any vote on the approval of the Stock Issuance or any other matters set forth in this Agreement including, without limitation, Article I (other than a proxy to the Company as set forth in Section 1.2), (c) take any action that would cause any representation or warranty of such Stockholder contained herein to become untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing its obligations under this Agreement, or (d) commit or agree to take any of the foregoing actions. Any action taken in violation of the foregoing sentence shall be null and void and each Stockholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any of the Owned Shares shall occur (including, but not limited to, a sale by a Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Owned Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement.

4.2 No Limitations on Actions. The parties hereto acknowledge that each Stockholder is entering into this Agreement solely in its capacity as the beneficial owner of the applicable Owned Shares and this Agreement shall not limit or otherwise affect the actions or fiduciary duties of such Stockholder, or any affiliate, employee or designee of such Stockholder or any of its affiliates in its capacity, if applicable, as an officer or director of Buyer.

4.3 Directors. Each Stockholder agrees that, to the extent it is a Stockholder at the time of the first annual shareholders meeting of Buyer following the

-4-

consummation of the Merger (the “First Post-Closing Meeting”), it will vote all of its Owned Shares in favor of the election of the nominees designated by the Company pursuant to Section 5.15 of the Merger Agreement to the board of directors of Buyer at such shareholders meeting.

4.4 No Solicitation. Each Stockholder agrees that it shall not, without the Company’s written consent, directly or indirectly solicit, initiate, knowingly facilitate, knowingly encourage (including by way of furnishing information) or knowingly induce or take any other action designed to lead to any inquiries or proposals that constitute, or would reasonably be expected to lead to, the submission of a Parent Alternative Proposal. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to prevent the Stockholders from Transferring any equity securities of Buyer or taking any action in connection with any Transfer or proposed Transfer of equity securities of Buyer that is not in violation of the Transfer restrictions set forth in Section 4.1 to the extent that such Transfer does not involve a merger, consolidation, share exchange, business combination, recapitalization, liquidation or similar transaction involving Parent or an exchange offer or tender offer for Buyer’s equity securities.

4.5 Amendment to Buyers Shareholders Agreement. Each Stockholder agrees to execute the amendment to the Buyer Shareholders Agreement to give effect to the matters set forth in Section 5.15 of the Merger Agreement on the date hereof.

4.6 Further Assurances. From time to time, at the request of the Company and without further consideration, each Stockholder shall execute and deliver such additional documents and take all such further action as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement.

4.7 Affiliate Transfers. Any Stockholder that Transfers any Owned Shares (a) to Permitted Transferees (as such term is used and defined in the Buyers Shareholders Agreement) and Affiliates (as such term is used and defined in the Buyers Shareholders Agreement) of such Stockholder and (b) in the case of Richard D. Kinder, to a Kinder Foundation (collectively together with such Permitted Transferees and Affiliates, “Potential Transferees”) shall cause each such Potential Transferee to (i) execute a signature page to this Agreement pursuant to which such Potential Transferee agrees to be a “Stockholder” pursuant to this Agreement with respect to such Transferred Owned Shares and (ii) provide the requisite contact information for such Potential Transferee as contemplated by Exhibit B. Transfers of Owned Shares to Potential Transferees made pursuant to this Section 4.7 shall not be a breach of this Agreement.

5. Miscellaneous.

5.1 Termination of this Agreement. This Agreement, and all terms and conditions contained herein, shall terminate upon the earlier to occur of (i) the termination of the Merger Agreement in accordance with its terms and (ii) the Effective Time; provided, that if the Closing occurs, Section 4.3 of this Agreement shall terminate immediately following the First Post-Closing Meeting.

-5-

5.2 Effect of Termination. In the event of termination of this Agreement pursuant to Section 5.1, this Agreement shall become void and of no effect with no liability on the part of any party hereto; provided, however, no such termination shall relieve any party hereto from any liability for any breach of this Agreement occurring prior to such termination.

5.3 Entire Agreement; Assignment. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided, that Buyer shall be an express third party beneficiary of this Agreement solely for the purpose of being permitted, with a Supermajority Board Vote (as such term is used and defined in the bylaws of Buyer on the date hereof) to enforce Section 1.1 in a manner (pursuant and subject to the provisions of Section 1.1) to cause each Stockholder to vote to approve the Stock Issuance and any other matter requiring a vote of Buyer’s shareholders necessary to consummate the transactions contemplated by the Merger Agreement, solely to the extent that the Company refuses, in writing upon request of the Buyer, to enforce such provision against the Stockholders. This Agreement shall not be assigned by operation of law or otherwise and, subject only to the immediately preceding sentence, shall be binding upon and inure solely to the benefit of each party hereto.

5.4 Amendments. This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by each of the parties hereto.

5.5 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally (notice deemed given upon receipt), telecopied (notice deemed given upon confirmation of receipt), by email (notice deemed given upon sending), or sent by a nationally recognized overnight courier service, such as Federal Express (notice deemed given upon receipt of proof of delivery), to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to a Stockholder, to the address and facsimile set forth opposite such Stockholder’s name on Exhibit B attached hereto

with copies in any case to:

Kinder Morgan, Inc.

500 Dallas Street, Suite 1000

Houston, Texas 77002

Attn: General Counsel

Facsimile: (713) 369-9410

-and-

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Attn: Thomas A. Roberts and R. Jay Tabor

-6-

Facsimile: (212) 310-6717

If to the Company :

El Paso Corporation

1001 Louisiana Street

Houston, Texas 77002

Attn.: General Counsel

Facsimile: (713) 420-5043

with a copy to:

Wachtell, Lipton, Rosen & Katz

51 West 52^nd Street

New York, New York 10019

Attn.: David A. Katz

Facsimile: (212) 403-2000

5.6 Governing Law; Venue.

(a) This Agreement and all claims or causes of action (whether at Law, in contract, in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of laws principles (whether of the State of Delaware or any other jurisdiction) that would result in the application of the Law of any other state.

(b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery, or, if (and only if) such court lacks subject matter jurisdiction, the Federal court of the United States of America sitting in the State of Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Delaware Court of Chancery, or, if (and only if) such court lacks subject matter jurisdiction, the Federal court of the United States of America sitting in the State of Delaware, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding shall be heard and determined in the Delaware Court of Chancery, or, if (and only if) such court lacks subject matter jurisdiction, the federal court of the United States of America sitting in the State of Delaware, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in the Delaware Court of Chancery, or, if (and only if) such court lacks subject matter jurisdiction, the federal court of the United States of America sitting in State of Delaware, and any appellate court from any thereof, (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in the Delaware Court of Chancery, or, if (and only if) such court lacks subject matter jurisdiction, the federal court of the United States of America sitting in the State of Delaware, and any appellate court from any thereof, (v) waives, to the fullest extent permitted by

-7-

Law, any claim that it is not personally subject to the jurisdiction of the Delaware Court of Chancery, or, if (and only if) such court lacks subject matter jurisdiction, the federal court of the United States of America sitting in Delaware, and any appellate court from any thereof for any reason other than the failure to serve in accordance with this Agreement, (vi) waives, to the fullest extent permitted by Law, any claim that it or its property is exempt or immune from jurisdiction of the Delaware Court of Chancery, or, if (and only if) such court lacks subject matter jurisdiction, the Federal court of the United States of America sitting in the State of Delaware or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (vii) waives, to the fullest extent permitted by Law, any claim that this Agreement, or the subject mater hereof, may not be enforced in or by such courts. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 5.5. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Law.

(c) EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

5.7 Specific Performance. Each Stockholder agrees that, in the event of any breach or threatened breach by such Stockholder of any covenant or obligation contained in this Agreement, the Company would be irreparably harmed and that money damages would not provide an adequate remedy. Accordingly, each Stockholder agrees that Buyer shall be entitled (in addition to any other remedy to which the Company is entitled at law or in equity) to seek and obtain (a) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation, and (b) an injunction restraining such breach or threatened breach. Each Stockholder further agrees that neither the Company nor any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 5.7, and each Stockholder irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

5.8 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Agreement may be executed and delivered by facsimile transmission.

5.9 Descriptive Headings. The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

-8-

5.10 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties hereto agree that the court making such determination shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term.

5.11 Non-Recourse.

(a) No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative or affiliate of any party hereto or of any of their respective affiliates shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 5.11 shall limit any liability of the parties hereto for breaches of the terms and conditions of this Agreement.

(b) Each party to this Agreement enters into this Agreement solely on its on behalf, each such party shall solely by severally liable for any breaches of this Agreement by such party and in no event shall any party be liable for breaches of this Agreement by any other party hereto.

[remainder of page intentionally blank]

-9-

IN WITNESS WHEREOF, the parties hereto have caused this Voting agreement to be duly executed as of the day and year first above written.

[SIGNATURE PAGE TO VOTING AGREEMENT]

SIGNATURE PAGE TO VOTING AGREEMENT

SIGNATURE PAGE TO VOTING AGREEMENT

SIGNATURE PAGE TO VOTING AGREEMENT

SIGNATURE PAGE TO VOTING AGREEMENT

SIGNATURE PAGE TO VOTING AGREEMENT

SIGNATURE PAGE TO VOTING AGREEMENT

SIGNATURE PAGE TO VOTING AGREEMENT

SIGNATURE PAGE TO VOTING AGREEMENT

SIGNATURE PAGE TO VOTING AGREEMENT

SIGNATURE PAGE TO VOTING AGREEMENT

EXHIBIT A

BUYER STOCK OWNERSHIP

EXHIBIT B

STOCKHOLDERS’ CONTACT INFORMATION

Richard D. Kinder

500 Dallas St., Suite 1000

Houston, TX 77002

Fax: 713-369-9410

Goldman Sachs Stockholders

Ken Pontarelli

200 West Street, 28th Floor NY, NY 10282

Fax: 212.357.5505

Riverstone Stockholders

Baran Tekkora

712 Fifth Avenue, 51st Floor

New York, NY 10019

Fax: 212.993.0077

Carlyle Stockholders

Glenn Youngkin

9640 Georgetown Pike

Great Falls, VA 22066

Fax: 202.347.1818

Highstar Stockholders

Michael Miller

2929 Allen Parkway, Suite 2222

Houston, TX 77019

Fax: 713-496-9365

Exhibit 99.3

EXECUTION VERSION

SHAREHOLDERS AGREEMENT

dated as of

FEBRUARY 10, 2011

among

KINDER MORGAN, INC.

and

THE PERSONS SET FORTH

ON THE SIGNATURE PAGES HERETO

TABLE OF CONTENTS

i

TABLE OF CONTENTS

(continued)

ii

SHAREHOLDERS AGREEMENT (the “Agreement”), dated as of February 10, 2011, among the Persons (as defined herein) identified as “Shareholders” on the signature pages hereto, and Kinder Morgan, Inc., a Delaware corporation (the “Company”).

WHEREAS, the Company and its Affiliates (as defined herein) intend to consummate the transactions described in the Registration Statement on Form S-1 (Registration No. 333-170773) (the “IPO Registration Statement”); and

WHEREAS, (i) the Company and certain Class A Shareholders (as defined herein) desire to address herein certain provisions regarding restrictions on Transfers (as defined herein) by certain specified Class A Shareholders (as defined herein), regarding composition of the Board (as defined herein) and regarding certain other rights, (ii) the Company, the Class A Shareholders (as defined herein), the Class B Shareholders (as defined herein) and the Class C Shareholders (as defined herein) desire to address herein certain provisions regarding restrictions on Transfers by the Class B Shareholders and the Class C Shareholders, and (iii) the parties hereto desire to address herein certain provisions regarding registration rights with respect to securities of the Company.

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1. DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” of any Person means any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Applicable Seller” has the meaning set forth in Section 7.12(e)(ii).

“Applicable Transaction” has the meaning set forth in Section 7.12(e)(ii).

“Appointer” has the meaning set forth in Section 3.5(b).

“Audit Committee” has the meaning set forth in Section 3.4(b).

“Audit Independence Requirements” means, for any individual serving or nominated to serve on the Board, that such individual meets the then current standards to qualify as an independent director for all purposes (including for audit committee purposes) under the Exchange Act and established by each national securities exchange on which the Class P Shares are then listed for trading.

“Blackout Period” means any of the following:

(a) any regular quarterly “black-out” period during which all directors and executive officers of the Company are not permitted to trade under the insider trading policy of the Company then in effect;

(b) in the event a KMP or KMR securities offering with anticipated offering proceeds of at least $150,000,000 is occurring, a period of seven (7) calendar days as specified in the written notice delivered by the Company to the applicable Shareholders pursuant to Section 5.1(e) or Section 5.3(d) (or such shorter period if the Company notifies the applicable Shareholders prior to the expiration of the seven (7) calendar day period); provided, that a Blackout Period described in this clause (b) may not occur more than twice in any period of twelve (12) consecutive months; and

(c) in the event that the Company notifies the applicable Shareholders in writing pursuant to Section 5.1(e) or Section 5.3(d) that the registration would cause the disclosure of material, non-public information, the disclosure of which would be harmful to the Company and with respect to which the Company otherwise has a bona fide business purpose for preserving as confidential, a period of thirty (30) calendar days as specified in the written notice delivered by the Company to the applicable Shareholders (or such shorter period if the Company notifies the applicable Shareholders prior to the expiration of the thirty-day period); provided, that the Company’s determination of a Blackout Period pursuant to this clause (c) shall be made by a majority of the members of the entire Board; provided, however, that (i) in the event that any of the Investor Shareholders are Selling Shareholders with respect to such registration, any directors who were selected for nomination within the previous five (5) years as of the date of determination pursuant to Section 3.1 hereof by the Investor Shareholders shall abstain from such determination and be excluded for purposes of measuring a majority of the entire Board and (ii) in the event that Kinder or any of his Permitted Transferees is a Selling Shareholder with respect to such registration, any directors who were selected for nomination within the previous five (5) years as of the date of determination pursuant to Section 3.1 hereof by Kinder (or his Permitted Transferees) shall abstain from such determination and be excluded for purposes of measuring a majority of the entire Board; provided, further, that a Blackout Period described in this clause (c) may not occur more than twice in any period of twelve (12) consecutive months.

“Board” means the Board of Directors of the Company.

“Business Day” means a day except a Saturday, a Sunday or other day on which banks in New York, New York or Houston, Texas are authorized or required by law to be closed.

“Bylaws” means the bylaws of the Company, as in effect at the relevant time.

“Carlyle” means (i) Carlyle Partners IV Knight, L.P. and CP IV Coinvestment, L.P., (ii) any investment funds or other entities sponsored, managed or owned directly or indirectly by Carlyle Investment Management L.L.C. or its Affiliates collectively d/b/a “The Carlyle Group” or “Carlyle”, or otherwise under common control with the entities listed in clause (i) or their successors (by merger, consolidation, acquisition of substantially all assets or similar transaction) or with any entity then included in clause (ii), to which any entity previously

2

included in the definition of “Carlyle” Transferred, directly or indirectly (including through a series of Transfers), Class A Shares after the IPO or Related Shares after a Mandatory Conversion Date, and (iii) any successors (by merger, consolidation, acquisition of substantially all assets or similar transaction) of the foregoing. For the avoidance of doubt, “Carlyle” shall be deemed not to include (A) Riverstone or any portfolio companies of any of the entities contained in clauses (i), (ii) or (iii) or (B) any entity that is not a party to this Agreement; provided, that any entity that would be within the definition of “Carlyle” but for the preceding clause (B) shall be afforded the opportunity to execute a customary joinder to this Agreement, in form and substance reasonably acceptable to the Company.

“Canadian Participants” means those persons who are residents of Canada for purposes of the Income Tax Act (Canada) and who are either (i) identified on Schedule A hereto as currently being participants in the Canadian Plan, or (ii) awarded Phantom Class B Shares (and/or earnings and/or proceeds thereof) in respect of forfeited Class B Shares in accordance with the approval procedures set forth in Section 3.8(g).

“Canadian Plan” means (i) the employee benefit arrangement which a Subsidiary established for the Canadian Participants identified on Schedule A hereto, pursuant to which such Canadian Participants were designated phantom Class B units and/or phantom Class A-1 units of the Company’s predecessor, as set forth on Schedule A, and (ii) the employee benefit plan which the Company or one of its Subsidiaries will establish for the Canadian Participants identified on Schedule A hereto, pursuant to which such Canadian Participants will be awarded phantom Class B Shares (the “Phantom Class B Shares”) and/or phantom Class C Shares (the “Phantom Class C Shares”), respectively, that correspond to their previously designated phantom Class B units and/or phantom Class A-1 units, as applicable. For the avoidance of doubt, the Phantom Class B Shares and the Phantom Class C Shares shall be substituted for the phantom Class B units and phantom Class A-1 units of the Company’s predecessor, as applicable, and such holders of phantom Class B units and phantom Class A-1 units shall have no rights in respect of such units after such substitution.

“Canadian Plan Entity” means a limited liability company, which will be treated as an entity disregarded from its sole owner, the Company, for U.S. federal income tax purposes, and which will hold the Class B Shares and Class C Shares (and proceeds thereof, including Class P Shares, if applicable) that correspond to the Phantom Class B Shares and Phantom Class C Shares awarded to the Canadian Participants.

“Cash Change of Control” means any merger, amalgamation, consolidation or other business combination or similar transaction or series of transactions involving the Company pursuant to which all of the Class P Shares issued and outstanding immediately prior to the consummation of such transaction or transactions would be exchanged solely for cash.

“Cause” means, with respect to Kinder, any of the following:

(a) Kinder’s conviction of, or plea of nolo contendere to, any crime or offense constituting a felony under applicable law, other than any motor vehicle violations for which no custodial penalty is imposed;

3

(b) Kinder’s commission of fraud or embezzlement against the Company or any of its Subsidiaries;

(c) Kinder’s willful and material breach of this Agreement, the Charter or the Bylaws, including by willfully causing the Company or any of its Subsidiaries or Affiliates to take any material action prohibited under this Agreement, the Charter or the Bylaws and failing to cure such breach, if curable, within thirty (30) calendar days following written notice thereof, specifically identifying such willful and material breach, having been delivered by a majority of the members of the Board to Kinder;

(d) a judicial determination that Kinder has breached his fiduciary duties;

(e) Kinder’s failure to perform the duties and responsibilities of his office as his primary business activity, provided that, subject to Section 3.6(f), so long as it does not materially interfere with his duties, nothing herein shall preclude Kinder from accepting appointment to or continuing to serve on any board of directors or as trustee of any business corporation or any charitable organization, from engaging in charitable and community activities, from delivering lectures and fulfilling speaking engagements, or from directing and managing his personal investments and those of his family; or

(f) Kinder’s material breach of the provisions of Section 3.6(f) that, if curable, is not cured within thirty (30) calendar days after notice of such breach is delivered to Kinder by a majority of the members of the Board.

Action or inaction by Kinder shall not be considered “willful” unless done or omitted by him in bad faith or with actual knowledge that his action or inaction was in breach of the Charter, the Bylaws or this Agreement, as applicable, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness.

With respect to any individual other than Kinder, “Cause” shall mean any of the following:

(a) the employee’s conviction of, or plea of nolo contendere to, any crime or offense constituting a felony under applicable law, other than any motor vehicle violations for which no custodial penalty is imposed;

(b) the employee’s commission of fraud or embezzlement against the Company or any of its Subsidiaries;

(c) gross neglect by the employee of, or gross or willful misconduct by the employee in connection with the performance of, the employee’s duties to the Company and its Subsidiaries that, if curable, is not cured within thirty (30) calendar days after a written notice of such gross neglect, or gross or willful misconduct, specifically identifying the gross neglect or misconduct, is delivered by the Chief Executive Officer or a majority of the members of the Board to the employee;

4

(d) the employee shall have willfully failed or refused to carry out the reasonable and lawful instructions of the Chief Executive Officer or the Board (other than as a result of illness or disability) concerning duties or actions consistent with the employee’s office, or the employee’s willful failure to implement any actions consistent with the employee’s office that the Board may direct such employee to undertake, and, in each case, such failure or refusal shall have continued for a period of thirty (30) calendar days following written notice from the Chief Executive Officer or a majority of the members of the Board;

(e) the employee’s failure to perform the duties and responsibilities of his or her office as his or her primary business activity, provided that, subject to Section 3.6(f), so long as it does not materially interfere with his or her duties, nothing herein shall preclude the employee from accepting appointment to or continuing to serve on any board of directors or as trustee of any business corporation or any charitable organization, from engaging in charitable and community activities, from delivering lectures and fulfilling speaking engagements, or from directing and managing his or her personal investments and those of his or her family;

(f) a judicial determination that the employee has breached his fiduciary duties;

(g) the employee’s willful and material breach of this Agreement, the Charter or the Bylaws, including by willfully causing the Company or any of its Subsidiaries or Affiliates to take any material action prohibited under this Agreement, the Charter or the Bylaws that the employee failed to cure, if curable, within thirty (30) calendar days following written notice thereof, specifically identifying such willful and material breach, having been delivered by the Chief Executive Officer or by a majority of the members of the Board to the employee; or

(h) the employee’s material breach of the provisions of Section 3.6(f) that, if curable, is not cured within thirty (30) calendar days after notice of such breach is delivered to the employee by the Chief Executive Officer or by a majority of the members of the Board.

Action or inaction by an employee (other than Kinder) shall not be considered “willful” unless done or omitted by him or her in bad faith or with actual knowledge that his action or inaction was in breach of the Charter, the Bylaws or this Agreement, as applicable, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness.

“Change of Control” means:

(i) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than any of the Permitted Holders, in a single transaction or a series of related transactions, by way of merger, amalgamation, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of more than fifty percent (50%) of the total voting power of the Company (or the surviving or resulting entity thereof) after giving effect to such transaction;

5

(ii) a sale, merger or similar transaction or related series of transactions (other than the IPO) involving the Company, as a result of which Persons who collectively held (either directly or indirectly) one hundred percent (100%) of the total voting power of the Company immediately prior to such transaction do not collectively hold (either directly or indirectly) more than fifty percent (50%) of the total voting power of the Company (or the surviving or resulting entity thereof) after giving effect to such transaction or related series of transactions; provided, however, that such sale, merger or similar transaction shall not constitute a Change of Control in the event that, following such sale, merger or similar transaction (a) the Persons who collectively held (either directly or indirectly) one hundred percent (100%) of the total voting power of the Company immediately prior to such transaction continue to collectively own at least thirty-five percent (35%) of the total voting power of the Company (or the surviving or resulting entity thereof), (b) no other Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) owns more than thirty-five percent (35%) of the total voting power of the Company (or the surviving or resulting entity thereof), and (c) either Kinder or Shaper is a senior executive officer of the Company (or the surviving or resulting entity thereof); or

(iii) the sale or transfer of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, in a single transaction or a series of related transactions, in any case, other than to an entity of which more than fifty percent (50%) of the voting power is held (either directly or indirectly) by Permitted Holders or by Persons who held (either directly or indirectly) more than fifty percent (50%) of the total voting power of the Company immediately prior to such transaction (or in each case their Affiliates). For the sake of clarity, neither a spin-off of a Subsidiary of the Company nor the distribution of other assets by the Company shall constitute a Change of Control unless such actions are within the scope of this clause (iii).

For purposes of this definition, a portfolio company of a private equity fund whose general partner or Person exercising similar authority is an Affiliate of an Investor Shareholder shall not be deemed to be a Permitted Holder, and no securities owned by any portfolio company of a private equity fund whose general partner or Person exercising similar authority is an Affiliate of an Investor Shareholder will be deemed to be owned, directly or indirectly, by such Investor Shareholder.

“Charter” means the certificate of incorporation of the Company, as in effect at the relevant time.

“Charter Change of Control” means any merger, amalgamation, consolidation or other business combination or similar transaction or series of transactions involving the Company pursuant to which all of the Class P Shares issued and outstanding immediately prior to the consummation of such transaction or transactions would be exchanged for cash, securities or other property.

“Chief Executive Officer” means the Chief Executive Officer of the Company.

“Class A Shareholders” means the holders of Class A Shares.

6

“Class A Shares” means the shares of Class A common stock of the Company.

“Class B Shareholders” means the holders of Class B Shares.

“Class B Shares” means the shares of Class B common stock of the Company.

“Class B Trust” has the meaning set forth in Section 3.8(b)(iv).

“Class C Shareholders” means the holders of Class C Shares.

“Class C Shares” means the shares of Class C common stock of the Company.

“Class P Payment Date” has the meaning set forth in Section 2.4(a).

“Class P Shares” means the shares of Class P common stock of the Company.

“Company” has the meaning set forth in the preamble to this Agreement.

“Compensation Committee” has the meaning set forth in Section 3.4(c).

“Competitive Business” has the meaning set forth in Section 3.6(f)(i).

“Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Delegation of Control Agreement” means the Delegation of Control Agreement dated as of May 18, 2001, as amended, among KMGP, KMR, KMP and KMP’s five operating partnerships.

“Demand” has the meaning set forth in Section 5.1(a).

“Demand Registration” has the meaning set forth in Section 5.1(a).

“Demand Shareholder” means Kinder (and, in the event of Kinder’s death, Kinder’s heirs, executors, administrators, testamentary Transferees, legatees and beneficiaries, in each case that are or who become parties to this Agreement by executing a customary joinder to this Agreement, in form and substance reasonably acceptable to the Company, provided, that he, she or it, as applicable, is afforded the opportunity to execute such customary joinder to this Agreement) and any Investor Shareholder.

“Directed Opportunity” has the meaning set forth in Section 7.13(b).

“Eligible Investor Shareholder” means an Investor Shareholder that owns at least a two and one-half percent (2.5%) of the Total Voting Power.

7

“Exchange Act” means the Securities Exchange Act of 1934, as amended, supplemented or restated from time to time and any successor to such statute, and the rules and regulations promulgated thereunder.

“Executive Management Shareholders” means Kinder, Shaper, Steven Kean, Richard Bradley, Jeffrey Armstrong, Joseph Listengart, Thomas Bannigan, Ian Anderson, David Kinder, James Street, Thomas Martin and Kimberly Dang.

“First Catch-Up Excess Value” has the meaning set forth in Section 3.8(e)(i).

“First Catch-Up Value Transaction” has the meaning set forth in Section 3.8(e)(i).

“Form S-3” has the meaning set forth in Section 5.3(a).

“Free Writing Prospectus” has the meaning set forth in Section 5.6(a)(iii).

“Fund Indemnitors” has the meaning set forth in Section 7.12(d).

“Good Reason” with respect to any individual, shall mean any of the following, without the individual’s prior consent if (x) any event or circumstance set forth in clauses (a) through (e) below shall have occurred and the individual provides the Company with written notice thereof within a reasonable period of time (but in no event more than thirty (30) calendar days) after the individual has knowledge of the occurrence or existence of such event or circumstance, which notice shall specifically identify the event or circumstance that the individual believes constitutes Good Reason, (y) the Company fails to correct the circumstance or event so identified within thirty (30) calendar days after the receipt of such notice, and (z) the individual resigns within five (5) calendar days after the expiration of the period described in clause (y) above:

(a) a material diminution in the individual’s duties and responsibilities to the Company and its Subsidiaries to a level inconsistent with those of an executive level employee;

(b) a material reduction in the annual base salary of the individual or a material reduction in the aggregate welfare benefits provided to the individual (not including any reduction related to a broader compensation or benefit reduction that is not limited to the individual specifically);

(c) a material reduction in the individual’s maximum annual bonus opportunity from the individual’s maximum annual bonus opportunity as in effect on the date of this Agreement;

(d) the relocation by the Company of the individual’s primary place of employment with the Company or any of its Subsidiaries to a location not within a 50 mile radius of such current location; or

(e) a willful and intentional breach of a material provision of this Agreement by the Company that has a material and adverse effect on the employee.

8

Action or inaction by the Company shall not be considered “willful” unless done or omitted by the Company in bad faith or with actual knowledge that such action or inaction is in breach of this Agreement.

“Governance/Nominating Committee” has the meaning set forth in Section 3.4(a).

“Governmental Entity” means any court, administrative agency, regulatory body, commission or other governmental authority, board, bureau or instrumentality, domestic or foreign and any subdivision thereof.

“GS” means (i) GS Capital Partners V Fund, L.P., a Delaware limited partnership; GS Capital Partners V Institutional, L.P., a Delaware limited partnership; GS Capital Partners VI Fund, L.P., a Delaware limited partnership; GS Capital Partners VI Parallel, L.P., a Delaware limited partnership; Goldman Sachs KMI Investors, L.P., a Delaware limited partnership; GSCP KMI Investors, L.P., a Delaware limited partnership; GSCP KMI Investors Offshore, L.P., a Cayman Islands exempted limited partnership; GS Global Infrastructure Partners I, L.P., a Delaware limited partnership; GS Institutional Infrastructure Partners I, L.P., a Delaware limited partnership; GSCP V Offshore Knight Holdings, L.P., a Delaware limited partnership; GSCP V Germany Knight Holdings, L.P., a Delaware limited partnership; GSCP VI Offshore Knight Holdings, L.P., a Delaware limited partnership; GSCP VI Germany Knight Holdings, L.P., a Delaware limited partnership, and GS Infrastructure Knight Holdings, L.P., a Delaware limited partnership, (ii) any investment funds or other entities sponsored, managed or owned directly or indirectly by the Merchant Banking Division of Goldman, Sachs & Co., or otherwise under common control with the entities listed in clause (i) or their successors (by merger, consolidation, acquisition of substantially all assets or similar transaction) or with any entity then included in clause (ii), to which any of the entities previously included in the definition of “GS” Transferred, directly or indirectly (including through a series of Transfers), Class A Shares after the IPO or Related Shares after a Mandatory Conversion Date, and (iii) any successors (by merger, consolidation, acquisition of substantially all assets or similar transaction) of the foregoing; provided, that for purposes of calculating the Total Voting Power held or owned by GS, such calculation shall not include any Class P Shares (other than Related Shares) beneficially owned by any direct or indirect Subsidiary of Goldman, Sachs & Co. contained in clauses (ii) or (iii), if such direct or indirect Subsidiary of Goldman, Sachs & Co. is not sponsored, managed or owned directly or indirectly by the Merchant Banking Division of Goldman, Sachs & Co., by a successor to the operations of the Merchant Banking Division of Goldman, Sachs & Co., or by any other entity in the business of sponsoring, managing or owning directly or indirectly private equity investments vehicles or investments. For the avoidance of doubt, “GS” shall be deemed not to include (A) any portfolio companies of any of the entities contained in clauses (i), (ii) or (iii) or (B) any entity that is not a party to this Agreement; provided, further, that any entity that would be within the definition of “GS” but for the preceding clause (B) shall be afforded the opportunity to execute a customary joinder to this Agreement, in form and substance reasonably acceptable to the Company.

“Highstar” means (i) Highstar II Knight Acquisition Sub, L.P., Highstar III Knight Acquisition Sub, L.P., Highstar Knight Partners, L.P. and Highstar KMI Blocker LLC, (ii) any investment funds or other entities sponsored, managed or owned directly or indirectly by

9

Highstar Capital LP or one of its controlled Affiliates, or otherwise under common control with the entities listed in clause (i) or their successors (by merger, consolidation, acquisition of substantially all assets or similar transaction) or with any entity then included in clause (ii), to which any entity previously included in the definition of “Highstar” Transferred, directly or indirectly (including through a series of Transfers), Class A Shares after the IPO or Related Shares after a Mandatory Conversion Date, and (iii) any successors (by merger, consolidation, acquisition of substantially all assets or similar transaction) of the foregoing. For the avoidance of doubt, “Highstar” shall be deemed not to include (A) any portfolio companies of any of the entities contained in clauses (i), (ii) or (iii) or (B) any entity that is not a party to this Agreement; provided, that any entity that would be within the definition of “Highstar” but for the preceding clause (B) shall be afforded the opportunity to execute a customary joinder to this Agreement, in form and substance reasonably acceptable to the Company.

“Indemnifying Shareholders” has the meaning set forth in Section 7.12(e)(ii).

“Independence Requirements” means, for any individual serving or nominated to serve on the Board, that such individual meets the then current standards to qualify as an independent director (other than for Audit Committee purposes) under the Exchange Act and established by each national securities exchange on which the Class P Shares are then listed for trading.

“Inspectors” has the meaning set forth in Section 5.6(a)(viii).

“Investor Party” has the meaning set forth in Section 7.13(b).

“Investor Shareholder” means each of GS, Highstar, Carlyle and Riverstone.

“IPO” means the initial offering of Class P Shares to the public, as described in the IPO Registration Statement.

“IPO Registration Statement” has the meaning set forth in the recitals of this Agreement.

“Kinder” means Richard D. Kinder.

“Kinder Foundation” means Kinder Foundation, and any similar or successor foundations established by Kinder for the purpose of serving charitable goals.

“KMGP” means Kinder Morgan G.P., Inc., a Delaware corporation.

“KMI” means Kinder Morgan Kansas, Inc., a Kansas corporation, and if the name of Kinder Morgan Kansas, Inc. is changed, “KMI” shall mean such corporation.

“KMP” means Kinder Morgan Energy Partners, L.P., a Delaware limited partnership.

“KMP Observers” has the meaning set forth in Section 3.6(b).

10

“KMR” means Kinder Morgan Management, LLC, a Delaware limited liability company.

“Losses” has the meaning set forth in Section 5.8(a).

“Mandatory Conversion Date” has the meaning set forth in the Charter.

“Merger Agreement” has the meaning set forth in Section 7.12(a).

“Necessary Action” means, with respect to a specified result, all stockholder actions (to the extent such actions are permitted by law and by the Charter and Bylaws and are in compliance with the Exchange Act and the requirements of any national securities exchange on which the Class P Shares are then listed) necessary to cause such result, including (i) voting or providing a proxy with respect to Voting Securities, (ii) causing the adoption of stockholders’ resolutions and amendments to the Charter and Bylaws, (iii) executing agreements and instruments, and (iv) making, or causing to be made, with any Governmental Entity, all filings, registrations or similar actions that are required to achieve such result.

“New Class B Shares” has the meaning set forth in Section 3.8(b)(iv).

“Non-Cash Change of Control” has the meaning set forth in Section 3.6(h).

“Non-Compete Period” means, as to each Executive Management Shareholder, the period during such Executive Management Shareholder’s employment and, to the extent applicable, the period thereafter determined in accordance with Schedule B hereof.

“Observer” means a representative of an Investor Shareholder who shall have the rights set forth in Section 3.2 of this Agreement.

“Original Class B Shareholders” means the holders of Class B Shares on the date of this Agreement.

“Original Investor Shareholders” means (i) the entities described in clause (i) of the definition of “Carlyle,” (ii) the entities described in clause (i) of “GS,” (iii) the entities described in clause (i) of “Highstar,” and (iv) the entities described in clause (i) of “Riverstone.”

“Original Shareholders” means (i) Michael Morgan, William Morgan and each of his respective Affiliates, (ii) Fayez Sarofim and his Affiliates and (iii) the employees of the Company or any of its Subsidiaries on the date of this Agreement who hold Class A Shares on the date hereof other than Kinder.

“Other Demanding Sellers” has the meaning set forth in Section 5.2(b).

“Other Proposed Sellers” has the meaning set forth in Section 5.2(b).

“Permitted Holders” means, at any time, (i) Kinder (or a Permitted Transferee of Kinder), (ii) a Remaining Original Shareholder (or a Permitted Transferee of such Remaining Original Shareholder) and/or (iii) any Investor Shareholder (other than, in the case of clause (ii)

11

or (iii) of the definition of the applicable Investor Shareholder, any Person that is included in such definition as a “successor” if such Person is not as of the date of this Agreement (or, if such Person is not in existence as of the date of this Agreement, would not be if in existence as of the date of this Agreement), an Affiliate of the entities included in clause (i) of the definition of the applicable Investor Shareholder (if such Person is not in existence as of the date of this Agreement, determined without given effect to the applicable merger, consolidation, acquisition of substantially all assets or similar transaction by which such Person becomes such a “successor”)).

“Permitted Transferee” means with respect to any applicable Shareholder, (a) (I) a spouse, lineal descendant (whether natural or adopted), sibling or parent of such Shareholder, or a child (whether natural or adopted) of a spouse, of a former spouse, or of a sibling of such Shareholder or (II) upon such Shareholder’s death, an heir, executor, administrator, testamentary trustee, legatee or beneficiary of such Shareholder, (b) other than for Kinder, a foundation or similar entity established by such Shareholder for the purpose of serving charitable goals, controlled by the Persons named in clause (a); (c) any trust, the beneficiaries of which include only the Persons named in clause (a) or (b); and (d) any corporation, limited liability company or partnership, the stockholders, members or general or limited partners of which include only the Persons named in clause (a), (b) or (c); provided that, in the case of a Transfer to any Person named in clause (a), (b), (c) or (d), the Shareholder (or in the case of such Shareholder’s death, such Shareholder’s heir, executor, administrator, testamentary trustee, legatee or beneficiary), effecting such Transfer at all times thereafter retains control over the voting and disposition of such Shares, in the hands of such Transferee.

“Person” means any individual, corporation, company, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, Governmental Entity or other entity.

“Phantom Class B Shares” has the meaning set forth in the definition of Canadian Plan.

“Phantom Class C Shares” has the meaning set forth in the definition of Canadian Plan.

“Piggyback Notice” has the meaning set forth in Section 5.2(a).

“Piggyback Registration” has the meaning set forth in Section 5.2(a).

“Piggyback Seller” has the meaning set forth in Section 5.2(a).

“Prior Agreement” means the Amended and Restated Limited Liability Company Agreement of Knight Holdco LLC, dated as of May 30, 2007, as amended.

“Proceeding” has the meaning set forth in Section 7.9.

“Proxy Holder” has the meaning set forth in Section 3.5(b).

12

“Records” has the meaning set forth in Section 5.6(a)(viii).

“Registrable Amount” means an amount of Registrable Securities having an aggregate value of at least $200,000,000 (based on the anticipated offering price (as determined in good faith by the Requesting Shareholders)).

“Registrable Securities” means any Class P Shares into which Class A Shares, Class B Shares or Class C Shares currently owned or acquired by any Shareholder has converted or may convert. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (x) a registration statement registering such securities under the Securities Act has been declared effective and such securities have been sold or otherwise transferred by the holder thereof pursuant to such effective registration statement or (y) such securities are sold in accordance with Rule 144.

“Registration Expenses” has the meaning set forth in Section 5.7.

“Related Shares” means Class P Shares received by a holder of Class A Shares upon conversion of such holder’s Class A Shares as the result of the occurrence of a Mandatory Conversion Date for the series corresponding to such holder’s Class A Shares.

“Relevant Holdback Shareholders” has the meaning set forth in Section 5.1(f).

“Remaining Original Shareholders” means the Original Shareholders other than Original Shareholders who were employees of the Company or any of its Subsidiaries on the date of this Agreement and whose employment with the Company and all of its Subsidiaries has ceased after the date of this Agreement.

“Remaining Securities” has the meaning set forth in Section 5.1(a).

“Replicated Change of Control” has the meaning set forth in Section 3.6(h).

“Requested Information” has the meaning set forth in Section 5.10(a).

“Requesting Shareholders” has the meaning set forth in Section 5.1(a).

“Riverstone” means (i) Carlyle/Riverstone Knight Investment Partnership, L.P., C/R Knight Partners, L.P., C/R Energy III Knight Non-U.S. Partnership, L.P., Carlyle Energy Coinvestment III, L.P. and Riverstone Energy Coinvestment III, L.P., (ii) any investment funds or other entities sponsored, managed or owned directly or indirectly by Riverstone Holdings, LLC or one of its controlled Affiliates or otherwise under common control with the entities listed in clause (i) or their successors (by merger, consolidation, acquisition of substantially all assets or similar transaction) or with any entity then included in clause (ii), to which any entity previously included in the definition of “Riverstone” Transferred, directly or indirectly (including through a series of Transfers), Class A Shares after the IPO or Related Shares after a Mandatory Conversion Date, and (iii) any successors (by merger, consolidation, acquisition of substantially all assets or similar transaction) of the foregoing. For the avoidance of doubt, “Riverstone” shall be deemed not to include (A) Carlyle or any portfolio companies of any of the

13

entities contained in clauses (i), (ii) or (iii) or (B) any entity that is not a party to this Agreement; provided, that any entity that would be within the definition of “Riverstone” but for the preceding clause (B) shall be afforded the opportunity to execute a customary joinder to this Agreement, in form and substance reasonably acceptable to the Company.

“Rule 144” means Rule 144 (or any successor provision) promulgated under the Securities Act.

“SEC” means the United States Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act.

“Second Catch-Up Excess Value” has the meaning set forth in Section 3.8(e)(ii).

“Second Catch-Up Value Transaction” has the meaning set forth in Section 3.8(e)(ii).

“Securities Act” means the Securities Act of 1933, as amended, supplemented or restated from time to time and any successor to such statute, and the rules and regulations promulgated thereunder.

“Selected Courts” has the meaning set forth in Section 7.9.

“Selling Shareholders” has the meaning set forth in Section 5.6(a)(i).

“Shaper” means C. Park Shaper.

“Shareholder” means (i) the Original Investor Shareholders, (ii) any other Person identified as a Shareholder on the signature pages hereto and (iii) all other Persons who become parties hereto as Shareholders in accordance with Section 2.1(d), the definitions of “Carlyle,” “GS,” “Highstar,” or “Riverstone” and Section 2.1(c) or Section 3.8(g); provided, that, for clarity, any Person who acquires Class P Shares during or after the IPO shall not, solely as a result of such acquisition, become a party to this Agreement.

“Shares” means, collectively, the outstanding Class A Shares, Class B Shares, Class C Shares and Class P Shares.

“Shelf Notice” has the meaning set forth in Section 5.3(a).

“Shelf Registration Statement” has the meaning set forth in Section 5.3(a).

“Subsidiary” or “Subsidiaries” means, with respect to any Person, as of any date of determination, any other Person as to which such Person owns, directly or indirectly, or otherwise controls, more than 50% of the voting shares or other similar interests or is general partner or managing member of, or serves in a similar capacity for, such Person (including, in the case of the Company, KMP and KMR and their respective Subsidiaries).

“Tender Offer” has the meaning set forth in Section 3.6(l).

14

“Total Voting Power” means, as of any date of determination, the total number of votes that may be cast in the election of directors of the Company if all Voting Securities then outstanding were present and voted at a meeting held for such purpose. The percentage of the Total Voting Power of the Company owned by any Person as of any date of determination is the percentage of the Total Voting Power of the Company that is represented by the total number of votes that may be cast in the election of directors of the Company by Voting Securities then owned of record by such Person; provided, that if a holder of Class A Shares or Related Shares owns other Class P Shares, Total Voting Power with respect to that holder shall also include any Class P Shares owned directly or indirectly by such Person with respect to which such Person has voting power.

“Transfer” means, as a noun, any voluntary or involuntary transfer, sale, pledge, assignment, hypothecation or other disposition or distribution of any interest in Shares and, as a verb, to voluntarily or involuntarily transfer, sell, pledge, assign, hypothecate or otherwise dispose of or distribute any interest in Shares. “Transferor” means a Person that Transfers or proposes to Transfer; and “Transferee” means a Person to whom a Transfer is made or it proposed to be made.

“Underwriter Amount” has the meaning set forth in Section 5.1(f).

“Underwritten Offering” means a sale of securities of the Company to an underwriter or underwriters for reoffering to the public.

“VCOC” means a “venture operating company” within the meaning of the U.S. Department of Labor plan assets regulations, 29 C.F.R. § 2510.3-101, or any successor thereto.

“Voting Cure Period” has the meaning set forth in Section 3.5(b).

“Voting Securities” means Shares and any other securities of the Company entitled to vote generally in the election of directors of the Company.

“WKSI” has the meaning set forth in Section 5.3(a).

SECTION 1.2. GENDER. For the purposes of this Agreement, the words “he,” “his” or “himself” shall be interpreted to include the masculine, feminine and corporate, other entity or trust form.

ARTICLE II

TRANSFER RESTRICTIONS; CONVERSIONS

SECTION 2.1. TRANSFER RESTRICTIONS.

(a) Prior to May 31, 2013, neither Kinder nor Shaper (nor any of their respective Permitted Transferees) may, directly or indirectly, Transfer Class P Shares, other than:

(i) in the case of Kinder (or any Permitted Transferee of Kinder), Transfers to a Kinder Foundation, in an aggregate number of Class P Shares

15

(considered cumulatively with all other Transfers by Kinder or a Permitted Transferee of Kinder under this clause (i) to any Kinder Foundation) that do not exceed 10% of the number of Shares equal to the sum of (A) the total number of Class A Shares held by Kinder and his Permitted Transferees on the date of this Agreement, minus the total number of any Class P Shares that have theretofore been issued upon conversion of the Class B Shares corresponding to such Class A Shares (i.e. the Class B Shares designated in the Charter as the “Series B-6 Stock”) plus (B) the total number of any Class P Shares that Kinder and his Permitted Transferees have theretofore received after the date of this Agreement from the conversion of Class B Shares held by Kinder on the date of this Agreement;

(ii) in the case of Kinder (or any Permitted Transferee of Kinder), Transfers to a third party or a Kinder Foundation (in addition to those specified in clause (i) above) in an aggregate number of Class P Shares (considered cumulatively with all other such Transfers by Kinder or a Permitted Transferee of Kinder under this clause (ii)) that do not exceed 10% of the number of Shares equal to the sum of (A) the total number of Class A Shares held by Kinder and his Permitted Transferees on the date of this Agreement, minus the total number of any Class P Shares that have theretofore been issued upon conversion of the Class B Shares corresponding to such Class A Shares (i.e. the Class B Shares designated in the Charter as the “Series B-6 Stock”) plus (B) the total number of any Class P Shares that Kinder and his Permitted Transferees have theretofore received after the date of this Agreement from the conversion of Class B Shares held by Kinder on the date of this Agreement;

(iii) in the case of Shaper (or any Permitted Transferee of Shaper), Transfers in an aggregate number of Class P Shares (considered cumulatively with all other such Transfers by Shaper or a Permitted Transferee of Shaper under this clause (iii)) that do not exceed 50% of the total number of Class A Shares held by Shaper and his Permitted Transferees on the date of this Agreement; and

(iv) in the case of Kinder or Shaper (or their respective Permitted Transferees), Transfers to a Permitted Transferee of Kinder or Shaper, respectively.

(b) No Class B Shareholder may Transfer (including by operation of law) any Class B Shares, other than to its Permitted Transferees. No Class C Shareholder may Transfer (including by operation of law) any Class C Shares, other than to its Permitted Transferees.

(c) Any Class A Shareholder who is an employee of the Company or any of its Subsidiaries on the date of this Agreement may not Transfer (including by operation of law) any Class A Shares, other than to its Permitted Transferees. Any Class A Shareholder who is not an employee of the Company or any of its Subsidiaries on the date of this Agreement may not Transfer (including by operation of law) any Class A Shares, other than (i) to its Affiliates or its successors (by merger, consolidation, acquisition of substantially all assets or similar transaction) that are or who become parties to this Agreement by executing a customary joinder to this

16

Agreement, in form and substance reasonably acceptable to the Company, provided, that such Affiliate or successor, as applicable, is afforded the opportunity to execute such customary joinder to this Agreement and (ii) in the event that such Class A Shareholder is an individual, to his or her Permitted Transferees.

(d) Any Transfer that would be prohibited pursuant to this Section 2.1 but for the fact that the Transferee is a Permitted Transferee or an Affiliate of the Transferor, as applicable, shall be permitted only if the Permitted Transferee or Affiliate, as applicable, is a “Shareholder” for purposes of this Agreement, or, in connection with such Transfer, executes a customary joinder to this Agreement, in form and substance reasonably acceptable to the Company, in which such Permitted Transferee or Affiliate, as applicable, agrees to be a “Shareholder” for all purposes of this Agreement.

(e) Notwithstanding anything in this Agreement to the contrary, the transfer restrictions set forth in Section 2.1(a) hereof shall terminate with respect to Kinder and/or Shaper and their respective Permitted Transferees, in the event of the termination of Kinder’s or Shaper’s employment, as applicable, with the Company and its Subsidiaries (but only if Kinder or Shaper, as applicable, no longer has any executive responsibilities with respect to the Company or any of its Subsidiaries).

SECTION 2.2. LIMITATION ON VOLUNTARY CONVERSIONS. No Class A Shareholder or holder of Related Shares, if any, shall Transfer any Shares during the regular director and executive officer “black out” period for the Company’s first quarterly periodic report for the 2015 calendar year; provided that Class A Shareholders may Transfer Class A Shares in accordance with Section 2.1 hereof.

SECTION 2.3. ACTIONS IN CONNECTION WITH VOLUNTARY CONVERSIONS.

(a) Each Class A Shareholder agrees that, in connection with any Voluntary Conversion by such Class A Shareholder, (i) such Class A Shareholder shall use reasonable best efforts to ensure that any Conversion Notice delivered by such Class A Shareholder to the Company or the Transfer Agent in connection with any Voluntary Conversion is accurate and consistent with the provisions of the Charter and (ii) the Class P Shares issued upon the delivery of a particular Conversion Notice shall be Transferred solely in accordance with such Conversion Notice (as may be amended or modified in accordance with the Charter); provided, that, the parties acknowledge that, for the avoidance of doubt, a reduction in the number of Class P Shares ultimately Transferred pursuant to such Conversion Notice shall be permitted by this clause (ii).

(b) If, notwithstanding the obligations of a Class A Shareholder pursuant to Section 2.3(a)(i), any Voluntary Conversion by such Class A Shareholder causes the existence of any Excess Class P Shares, such Class A Shareholder, as promptly as reasonably practicable and in no event later than the fifth (5th) Business Day following the final determination of such number of Excess Class P Shares in accordance with the provisions of the Charter, shall Transfer to the Company the number of Class P Shares equal to such number of Excess Class P Shares related to the Class A Shares converted by such Class A Shareholder pursuant to such Voluntary Conversion, free and clear of any security interests, liens or similar encumbrances. This

17

Section 2.3(b) shall be the sole and exclusive remedy of any Class B Shareholder, Class C Shareholder or the Company against any Class A Shareholder for any breaches of Section 2.3(a)(i) or Section D.2(a)(iv) of Article Fourth of the Charter; provided, however, that this sentence shall not be deemed to affect the remedies available to the party or parties seeking to enforce this Section 2.3(b), with respect to breaches of this Section 2.3(b).

(c) Terms used in this Section 2.3 but not defined in this Agreement shall have the meanings given such terms in the Charter.

SECTION 2.4. CERTAIN AGREEMENTS IN CONNECTION WITH DISTRIBUTIONS.

(a) The Company hereby agrees that any distribution paid by the Company pursuant to Section C of Article Fourth of the Charter shall be paid to the holders of Class P Shares and, to the extent payable pursuant to Section C of Article Fourth of the Charter, the holders of Class A Shares, Class B Shares and Class C Shares on the same Business Day; provided, that in the event that a Transfer or Investor Distribution by a holder of Class A Shares of a Series pursuant to Section D.2(a) of the Charter is closed or consummated no more than one (1) Business Day prior to the date on which such distribution is paid to the holders of Class P Shares (the “Class P Payment Date”), the Company shall be permitted to pay such distribution to the holders of Class A Shares, Class B Shares and Class C Shares of such Series (to the extent such distribution is payable to such holders pursuant to Section C of Article Fourth of the Charter) up to one (1) Business Day subsequent to the Class P Payment Date, to the extent payment to such holders of Class A Shares, Class B Shares and Class C Shares on the Class P Payment Date is not reasonably practicable.

(b) Each Class A Shareholder acknowledges and agrees that such Class A Shareholder shall not be entitled to any portion of a Subject Distribution pursuant to Section C of Article Fourth of the Charter in respect of any Subject Class P Shares corresponding to such Subject Distribution, and agrees that it shall not make any claim or assertion inconsistent with the foregoing; the Company acknowledges and agrees that such Class A Shareholder shall be entitled to a Subject Distribution in respect of such holder’s Subject Class A Shares pursuant to Section C of Article Fourth of the Charter (to the extent such distribution is payable to Class A Shareholders pursuant to Section C of Article Fourth of the Charter) and agrees that it shall not make any claim or assertion inconsistent with the foregoing.

(c) Terms used in this Section 2.4 but not defined in this Agreement shall have the meanings given such terms in the Charter.

ARTICLE III

BOARD REPRESENTATION

SECTION 3.1. NOMINEES.

(a) The number of directors shall initially be thirteen (13) and may be increased in accordance with Section 3.3 or reduced in accordance with this Section 3.1(a). If

18

any Investor Shareholder loses the right to choose any particular director nominee(s) pursuant to Sections 3.1(c)(v)-(vii), then the number of directors shall be reduced by such number of nominees with respect to which such right has been lost; provided, however, that, except as provided in the immediately following sentence, the number of directors shall not be reduced to less than eleven (11). Notwithstanding the proviso in the immediately preceding sentence, subject to Section 3.1(c)(iii), at any time when the Investor Shareholders collectively have the right to choose less than three (3) director nominees pursuant to this Section 3.1, the number of directors may be reduced to not less than nine (9) directors in accordance with the immediately preceding sentence if such reduction is approved by a majority of the remaining directors (excluding, for purposes of such calculation any director that would be resigning or would be removed in accordance with Section 3.1(d) as a result of the applicable loss of right). Notwithstanding anything to the contrary contained in this Article III, at all times during the term of this Agreement when nominations are made for the Board, the Governance/Nominating Committee shall choose a number of nominees meeting the Independence Requirements (which nominees the Company shall nominate to serve on the Board) equal to (i) the total number of directors then comprising the entire Board minus (ii) the aggregate number of directors whose nomination is otherwise specifically provided for pursuant to the terms of Section 3.1(b), Section 3.1(c) or Section 3.1(e); provided, that (x) at least two (2) nominees chosen by the Governance/Nominating Committee must satisfy the Audit Independence Requirements and (y) in the event that Section 3.1(c)(i), the proviso in Section 3.1(c)(ii), Section 3.1(c)(iii) or Section 3.1(c)(iv) become applicable, at least three (3) nominees chosen by the Governance/Nominating Committee must satisfy the Audit Independence Requirements.

(b) Subject to the provisions of this Section 3.1, the Company shall nominate the following nominees to serve on the Board:

(i) five (5) nominees chosen by Kinder (one of which can be Kinder himself) for so long as Kinder is Chief Executive Officer and (together with his Permitted Transferees) owns Shares representing at least 2.5% of the Total Voting Power, which nominees shall include at least one individual who satisfies the Audit Independence Requirements;

(ii) two (2) nominees chosen by GS for so long as GS owns Shares representing at least 5% of the Total Voting Power;

(iii) two (2) nominees chosen by Highstar for so long as Highstar owns Shares representing at least 5% of the Total Voting Power;

(iv) one (1) nominee chosen by Carlyle for so long as Carlyle is an Eligible Investor Shareholder; and

(v) one (1) nominee of Riverstone for so long as Riverstone is an Eligible Investor Shareholder.

(c) Subject to the provisions of this Section 3.1, the individuals to be nominated by the Company to serve on the Board pursuant to Section 3.1(b) shall be modified following the date of this Agreement, as follows:

(i) if Kinder is terminated as Chief Executive Officer for Cause, then, in lieu of the provisions of Section 3.1(b)(i), the Company shall nominate the following nominees to serve on the Board: (A) one (1) nominee chosen by Kinder, (B) one (1) nominee who will be the then-current Chief Executive Officer, (C) one (1) nominee chosen by the Governance/Nominating Committee in accordance with Section 3.1(a), which nominee must satisfy the Audit Independence Requirements and (D) two (2) nominees chosen by the Remaining Original Shareholders who (together with their Permitted Transferees) then hold a majority of the Class A Shares and Related Shares then held by the Remaining Original Shareholders and their Permitted Transferees; provided, that if the Remaining Original Shareholders (together with their Permitted Transferees) then collectively hold Class A Shares and Related Shares in an aggregate number not at least equal to a majority of the Class A Shares held by the Original Shareholders on the date of this Agreement, then, in lieu of the provisions of this Section 3.1(c)(i)(D), the Governance/Nominating Committee shall choose such two (2) nominees in accordance with Section 3.1(a); provided, further, that in the event that Kinder is terminated as Chief Executive Officer for Cause, no nominee chosen pursuant to this Section 3.1 may be Kinder;

19

(ii) if Kinder ceases to be the Chief Executive Officer for any reason other than as described in Section 3.1(c)(i), then, in lieu of the provisions of Section 3.1(b)(i), the Company shall nominate the following nominees to serve on the Board: (A) two (2) nominees chosen by Kinder (one of which can be Kinder himself), (B) one (1) nominee who will be the then-current Chief Executive Officer and (C) two (2) nominees (at least one of whom must satisfy the Audit Independence Requirements) chosen by the Remaining Original Shareholders who (together with their Permitted Transferees) then hold a majority of the Class A Shares and Related Shares then held by the Remaining Original Shareholders and their Permitted Transferees; provided, that if the Remaining Original Shareholders (together with their Permitted Transferees) then collectively hold Class A Shares and Related Shares in an aggregate number not at least equal to a majority of the Class A Shares held by the Original Shareholders on the date of this Agreement, then, in lieu of the provisions of this Section 3.1(c)(ii)(C), the Governance/Nominating Committee shall choose such two (2) nominees in accordance with Section 3.1(a);

(iii) if the number of directors is reduced to less than eleven (11) in accordance with Section 3.1(a) and the nomination provisions of Section 3.1(b)(i) have not been previously modified by Section 3.1(c)(i) or 3.1(c)(ii), then (A) the nominees provided for under Section 3.1(b)(i) shall be reduced from five (5) to four (4), and, in lieu of the fifth (5^th) nominee being chosen by Kinder pursuant to Section 3.1(b)(i), one (1) nominee shall be chosen by the Governance/Nominating Committee in accordance with Section 3.1(a), which nominee must satisfy the Audit Independence Requirements and (B) the requirement that one of the nominees chosen by Kinder pursuant to Section 3.1(b)(i) must satisfy the Audit Independence Requirements shall be eliminated;

(iv) if Kinder (together with his Permitted Transferees) ceases to own at least 2.5% of the Total Voting Power, then notwithstanding anything to the contrary contained herein, Kinder will no longer be entitled to choose any nominee, Section 3.1(b)(i),

20

Section 3.1(c)(i), Section 3.1(c)(ii) and Section 3.1(c)(iii) shall no longer apply, and, in lieu thereof, the Company shall nominate to serve on the Board the then-current Chief Executive Officer and four (4) nominees chosen by the Governance/Nominating Committee in accordance with Section 3.1(a) (at least one of whom must satisfy the Audit Independence Requirements);

(v) if GS no longer owns at least 5% of the Total Voting Power but GS continues to be an Eligible Investor Shareholder, then, in lieu of the provisions of Section 3.1(b)(ii), GS shall be entitled to choose one (1) nominee;

(vi) if Highstar no longer owns at least 5% of the Total Voting Power but Highstar continues to be an Eligible Investor Shareholder, then, in lieu of the provisions of Section 3.1(b)(iii), Highstar shall be entitled to choose one (1) nominee; and

(vii) if any Investor Shareholder ceases to be an Eligible Investor Shareholder, such Investor Shareholder shall cease to have any right to choose nominees for directors.

(d) If any Shareholder(s) other than Kinder, pursuant to Section 3.1(c), or Kinder, pursuant to Section 3.1(c)(iv), loses the right to choose any nominee(s) that it theretofore was entitled to choose pursuant to Section 3.1(b), or Section 3.1(c), then (i) such Shareholder(s) or Kinder, as applicable, shall identify the director or directors who will leave office (if such identity is not clear due to the nature of the event that caused the loss of right pursuant to Section 3.1(c)), (ii) such Shareholder(s) or Kinder, as applicable, shall use reasonable best efforts to cause any director who is serving on the Board that such Shareholder(s) or Kinder, as applicable, no longer has the right to nominate as a director (who will be the director identified pursuant to clause (i) above, if applicable) to immediately tender his or her unconditional resignation from the Board, with any such resignation being immediately effective without being required to be accepted by the Board, and (iii) if any director who is to resign from the Board pursuant to this Section 3.1(d) refuses or otherwise fails to tender his or her resignation in accordance with the foregoing within ten (10) calendar days of the date of the event giving rise to the loss of the right of such Shareholder(s) or Kinder, as applicable, to choose such individual for nomination to the Board pursuant to this Section 3.1, then the Company shall call and hold a special meeting of stockholders of the Company as promptly as practicable for the purpose of removing such director and Kinder and each Investor Shareholder shall cause all Voting Securities beneficially owned by him or his Permitted Transferees, in the case of Kinder, or by it, in the case of the Investor Shareholders, to be voted in support of such removal. If Kinder, pursuant to Section 3.1(c)(i), 3.1(c)(ii), or 3.1(c)(iii) loses the right to choose any nominee(s) that he theretofore was entitled to choose pursuant to Section 3.1(b) or Section 3.1(c), then any such director theretofore chosen by Kinder but with respect to whom such right has been lost pursuant to Section 3.1(c)(i), 3.1(c)(ii), or 3.1(c)(iii) may, to the fullest extent permitted by law, continue to serve until the next election of directors, at which time the nomination of and voting for election of directors shall be in accordance with the provisions of Sections 3.1(a)-(c). Notwithstanding the foregoing, if Kinder is terminated as Chief Executive Officer for Cause, Kinder shall immediately resign (unconditionally) as a director and his replacement shall be selected in accordance with Sections 3.1(a)

21

and 3.1(c)(i). For the avoidance of doubt, the loss by Kinder of the right to choose any particular individual for nomination as a director shall not, by itself, preclude the Governance/Nominating Committee or any Shareholder from nominating such individual, or any Shareholder from voting in favor of such individual as a director.

(e) In the event of Kinder’s death, any nominees that Kinder would be entitled to choose pursuant to Section 3.1(c)(i), Section 3.1(c)(ii) or Section 3.1(c)(iii) shall instead be chosen by his heirs, executors, administrators, testamentary Transferees, legatees or beneficiaries who (i) are or become parties to this Agreement by executing a customary joinder to this Agreement, in form and substance reasonably acceptable to the Company, provided, that he, she or it, as applicable, is afforded the opportunity to execute such customary joinder to this Agreement and (ii) then have voting power with respect to a majority of the Total Voting Power that was held by Kinder at the time of his death; provided, that such right will terminate when Kinder’s heirs, executors, administrators, testamentary trustees, legatees and beneficiaries who are or become parties to this Agreement by executing such customary joinder to this Agreement collectively cease to have voting power with respect to Voting Securities representing at least 2.5% of the Total Voting Power.

(f) Except as expressly provided otherwise in this Section 3.1, each of Kinder (and his heirs, executors, administrators, testamentary Transferees, legatees or beneficiaries who (i) are or become parties to this Agreement by executing such customary joinder to this Agreement and (ii) then have voting power with respect to a majority of the Total Voting Power that was held by Kinder at the time of his death) and each Investor Shareholder shall have the exclusive and immediate right to select nominees to fill vacancies created by reason of death, disability, retirement, removal, failure to be elected or resignation of its respective nominees to the Board.

SECTION 3.2. BOARD OBSERVER RIGHTS.

(a) During such time as GS owns at least 2.5% of the Total Voting Power but less than 5% of the Total Voting Power, GS shall be entitled to have an Observer in addition to its one (1) remaining nominee to the Board. During such time as Highstar owns at least 2.5% of the Total Voting Power but less than 5% of the Total Voting Power, Highstar shall be entitled to have an Observer in addition to its one (1) remaining nominee to the Board.

(b) Without limiting any other rights in this Agreement, including Section 3.2(a) hereof, until such time as each Investor Shareholder ceases to own at least 1% of the Total Voting Power, the Company shall permit such Investor Shareholder to have an Observer attend each meeting of the Board and each meeting of any committee thereof; provided, that an Investor Shareholder may have more than one Observer if such Investor Shareholder delivers a written opinion of counsel to the Company providing that more than one Observer is reasonably necessary to comply with VCOC requirements applicable to such Investor Shareholder and its Affiliates. For the avoidance of doubt, the Investor Shareholders shall be entitled to have one or more Observers pursuant to this Section 3.2(b) to the extent necessary to comply with VCOC requirements, without regard to their respective percentage ownership, provided, that if an Investor Shareholder ceases to own at least 1% of the Total Voting Power, such Investor Shareholder shall be required to deliver a written opinion of counsel to the Company stating that such Observer or Observers are reasonably necessary for such Investor Shareholder to comply with VCOC requirements.

22

(c) Each Observer shall have the same rights as a director (other than voting rights), including the right to participate in all deliberations of the Board and each committee thereof. Observers shall not be counted towards a quorum. The Company shall send to each such Observer the notice of the time and place of such meeting in the same manner and at the same time as it shall send such notice to the directors or committee members, as the case may be. The Company shall also provide to each such Observer copies of all notices, reports, minutes and consents at the time and in the manner as they are provided to the directors or committee members, as the case may be.

(d) Notwithstanding any provision of this Section 3.2, the Company shall have the right to exclude any Observer from access to any Board or committee meeting or portion thereof or any materials distributed to any Board or committee members in the sole discretion of a majority of the members in attendance at such Board or committee meeting (or, with respect to materials to be provided in advance of any meeting, a majority of the members of the Board or committee, as applicable). An Observer shall recuse himself or herself from any portion of any Board or committee meeting if (i) such Observer has actual knowledge that the Investor Shareholder that selected such Observer, or one of its controlled Affiliates, is engaged in, pursuing or evaluating any business opportunity that such Observer has actual knowledge that the Company or any of its Subsidiaries is currently engaged in, pursuing or evaluating and the participation of such Observer would create a conflict of interest and (ii) such business opportunity is being discussed during such portion of such meeting (provided, that for the avoidance of doubt, no Observer shall be deemed to be in breach of his or her obligations pursuant to this sentence so long as such Observer recuses himself or herself from such portion of such meeting as promptly as practicable following the time in which it becomes reasonably apparent that such business opportunity is being discussed). All Observers, in connection with exercising their rights under this Section 3.2, shall be required (i) to execute and deliver to the Company a customary (for observers of public corporations) confidentiality agreement that is reasonably acceptable to such Observer and to the Company, (ii) to undergo any training required by the Company’s policies regarding FERC standards of conduct that are applicable to directors and (iii) to comply with any other regulatory requirements to the extent applicable to such Observer in his or her capacity as an Observer.

SECTION 3.3. INDEPENDENCE REQUIREMENTS. In the event that, at any point in time, the Board does not meet the standards for the majority independence requirements of any national securities exchange on which the Class P Shares are then listed for trading, then the Company shall operate under an applicable controlled company exemption to such requirement, if available. In the event that such exemption is not available to the Company, then the Governance/Nominating Committee shall choose for nomination a number of additional directors that meet the Independence Requirements that would cause the Board to meet the standards for the applicable majority independence requirements and the number of directors shall be increased by the number of such additional director nominees chosen by the Governance/Nominating Committee.

23

SECTION 3.4. COMPOSITION OF CERTAIN BOARD COMMITTEES.

(a) Governance/Nominating Committee. Until the time specified in Section 3.4(f), (i) the nominating committee of the Board (the “Governance/Nominating Committee”) shall have three (3) members, which shall consist of (A) one (1) director who was chosen as a Board nominee by Kinder (which nominee may not serve as the chair of the Governance/Nominating Committee), (B) one (1) director who was chosen as a Board nominee by the Investor Shareholders and (C) an independent director who was not chosen as a Board nominee by the Investor Shareholders or Kinder, all three (3) of which shall meet the Independence Requirements from which the Company is not then exempt, by reason of operating under an applicable controlled company exemption pursuant to Section 3.3 or otherwise, and (ii) all determinations by the Governance/Nominating Committee with respect to nominations, designations and appointments to the Board and committees of the Board shall require unanimous approval. Notwithstanding the foregoing, in the event that (x) Kinder is no longer entitled to choose any Board nominees or none of Kinder’s nominees meets the Independence Requirements when the Company is not operating under an applicable controlled company exemption pursuant to Section 3.3 or is not otherwise exempt from such requirements, the member contemplated by Section 3.4(a)(i)(A) shall be an independent director meeting the Independence Requirements who was not chosen for nomination by the Investor Shareholders or Kinder or (y) none of the Investor Shareholders’ nominees meets the Independence Requirements when the Company is not operating under an applicable controlled company exemption pursuant to Section 3.3 or is not otherwise exempt from such requirements, the member contemplated by Section 3.4(a)(i)(B) shall be an independent director meeting the Independence Requirements who was not chosen for nomination by the Investor Shareholders or Kinder.

(b) Audit Committee. Until the time specified in Section 3.4(f), the audit committee of the Board (the “Audit Committee”) shall have three (3) members, which shall consist of (i) one (1) director who was chosen as a Board nominee by Kinder (which nominee may not serve as the chair of the Audit Committee) and (ii) two (2) independent directors who were not chosen as Board nominees by the Investor Shareholders or Kinder, all three (3) of which shall meet the Audit Independence Requirements. Notwithstanding the foregoing, in the event that Kinder is no longer entitled to choose at least five (5) Board nominees or none of Kinder’s nominees meets the Audit Independence Requirements, the member contemplated by Section 3.4(b)(i) shall be an independent director meeting the Audit Independence Requirements who was not chosen for nomination by the Investor Shareholders or Kinder. At least one member of the Audit Committee shall be a financial expert as defined by the SEC.

(c) Compensation Committee. Until such time specified in Section 3.4(f), the compensation committee of the Board (the “Compensation Committee”) shall have five (5) members, which shall include two (2) directors who were chosen for nomination as Board nominees by the Investor Shareholders, all five (5) of which shall meet the Independence Requirements on the date of this Agreement and any other eligibility requirements mandated by applicable law or applicable national securities exchange rule (in either case from which the Company is not then exempt, by reason of operating under an applicable controlled company exemption pursuant to Section 3.3 or otherwise) as of the applicable date of determination.

24

Notwithstanding the foregoing, in the event that less than two (2) of the Investor Shareholders’ nominees meet the eligibility requirements mandated by applicable law or applicable national securities exchange rule (in either case from which the Company is not then exempt, by reason of operating under an applicable controlled company exemption pursuant to Section 3.3 or otherwise), any member(s) that the Investor Shareholders are unable to nominate as contemplated by the immediately foregoing sentence shall be directors meeting the Independence Requirements and such other eligibility requirements who were not chosen for nomination by the Investor Shareholders or Kinder; provided, that if less than five (5) members of the board of directors meet the requirements of this sentence, the Compensation Committee may have fewer than (5) members but shall have no less than three (3) members; provided, further, that such reduction shall not affect any of the rights of the Investor Shareholders under this Section 3.4(c) to nominate members to the Compensation Committee that meet the Independence Requirements and such other eligibility requirements.

(d) Other Committees. Until the time specified in Section 3.4(f), the number of members appointed to each of the other committees of the Board (other than the Audit Committee and the Governance/Nominating Committee, and, if applicable, the Compensation Committee) shall be five (5), which will include two (2) directors who were chosen as Board nominees by Investor Shareholders; provided, that the number of members appointed to a committee that consists solely of directors nominated by the Investor Shareholders may be less than five (5). In the event that less than two (2) of the Investor Shareholders’ nominees meet the eligibility requirements mandated by applicable law or applicable national securities exchange rule (in either case from which the Company is not then exempt, by reason of operating under an applicable controlled company exemption pursuant to Section 3.3 or otherwise), any member(s) that the Investor Shareholders are unable to nominate as contemplated by the immediately foregoing sentence shall be directors meeting such eligibility requirements who were not chosen for nomination by the Investor Shareholders or Kinder; provided, that if less than five (5) members of the board of directors meet the requirements of this sentence, such committee may have fewer than (5) members but shall have no less than three (3) members; provided, further, that such reduction shall not affect any of the rights of the Investor Shareholders under this Section 3.4(d) to nominate members to other committees that meet such eligibility requirements.

(e) Company Action. Until the time specified in Section 3.4(f), the Company agrees to use all reasonable best efforts to cause (i) each committee of the Board to be constituted as set forth in this Section 3.4 and (ii) the appointment of the nominees of Kinder and the Investor Shareholders to the committees of the Board in accordance with this Section 3.4.

(f) Termination of Special Provisions Regarding Composition of Board Committees. The requirements set forth in Sections 3.4(a), 3.4(b), 3.4(c) and 3.4(d) shall terminate when (i) the Investor Shareholders collectively are no longer entitled to choose at least three (3) Board nominees or (ii) solely with respect to Kinder, Kinder is no longer entitled to choose any Board nominees.

SECTION 3.5. VOTING AGREEMENT.

(a) Each of Kinder and each of the Investor Shareholders agrees with each other that he or it, as applicable, shall take all Necessary Action within his or its power to (i)

25

cause the Board to be constituted as set forth in this Article III, including by being composed of the individuals nominated as directors pursuant to Section 3.1 hereof (including appointing or removing nominees and filling any vacancies created by reason of death, disability, retirement, removal, failure to be elected or resignation of any nominee(s) with new nominee(s) designated pursuant to Section 3.1 hereof), (ii) cause all Voting Securities beneficially owned by such Person or, in the case of Kinder, Kinder and his Permitted Transferees, to be voted (A) in favor of the election of the nominees designated pursuant to Section 3.1 hereof to the Board, (B) in favor of the removal of the individuals to be removed pursuant to Section 3.1(d) and (C) against any proposal to amend or waive any provision of the Bylaws unless the Board has approved such amendment or waiver and the individuals whose consent for such amendment or waiver is required under the Bylaws has been received in writing, and (iii) ensure that the Charter and Bylaws do not, at any time, conflict in any respect with the provisions of this Agreement to the extent such provisions comply with applicable law. The Company agrees to include in the slate of nominees recommended by the Board those individuals nominated in accordance with this Article III. The Company, Kinder and the Investor Shareholders agree to use all reasonable best efforts to cause the election of such individuals nominated in accordance with this Article III. To the fullest extent permitted by law, the Company agrees to use all reasonable best efforts to solicit proxies for such nominees for director from all holders of Voting Securities.

(b) Solely for purposes of this Section 3.5, and in order to secure the performance of Kinder’s and the Investor Shareholders’ obligations under this Section 3.5, each of Kinder and the Investor Shareholders (each, an “Appointer”) hereby irrevocably appoints each other (to the extent qualifying as a Proxy Holder (as defined below)) the attorney-in-fact and proxy of such Appointer (with full power of substitution) to vote with respect to its and, in the case of Kinder, his Permitted Transferees’, Shares as described in this paragraph if, and only in the event that, such Appointer fails to vote with respect to its and, in the case of Kinder, his Permitted Transferees’, Shares in accordance with the terms of this Section 3.5. The Appointer shall have five (5) Business Days from the date of a request for such vote (the “Voting Cure Period”) to cure such failure. If after the Voting Cure Period the Appointer has not cured such failure, any of Kinder or the Investor Shareholders, as the case may be, whose nominees to the Board were required to be approved or removed by the Appointer pursuant to this Section 3.5 but were not approved or removed by the Appointer, shall have, and is hereby irrevocably granted, a proxy to vote, with respect to the Appointer’s and, in the case of Kinder, his Permitted Transferees’, Shares for the purposes of electing directors as required by this Section 3.5 (such Shareholder, a “Proxy Holder”), and of removing from office any directors elected to the Board in lieu of the nominees of the Proxy Holder who should have been elected pursuant to this Section 3.5, at the special or annual meeting for such election or removal of director(s). Each of Kinder and the Investor Shareholders intends this proxy to be, and it shall be, irrevocable and coupled with an interest, and each of Kinder and the Investor Shareholders will take such further action and execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by it with respect to the matters set forth in this Section 3.5 with respect to the Shares beneficially owned by such Shareholder and, in the case of Kinder, his Permitted Transferees. Notwithstanding the foregoing, the conditional proxy granted by this Section 3.5(b) shall be deemed to be revoked upon the termination of Section 3.5 of this Agreement in accordance with its terms.

26

SECTION 3.6. CERTAIN AGREEMENTS.

(a) Upon the reasonable request of the Investor Shareholders holding Voting Securities representing a majority of the Total Voting Power of all Voting Securities then held by the Investor Shareholders (with respect to which the Company shall not unreasonably object), the Company shall, with regard to any Subsidiaries of the Company, cause the directors nominated to the Board by the Investor Shareholders pursuant to Article III (considered as a group) to be appointed or elected to the boards or governing bodies of such Subsidiaries of the Company (other than KMGP, KMP or KMR or any of their Subsidiaries) so that the Investor Shareholders (as a group) have, as closely as is practicable, the same proportionate representation on such boards or governing bodies (or, with respect to Subsidiaries of the Company that become publicly traded after the date hereof (other than any Subsidiaries of KMR or KMP) on the seats of such boards or governing bodies for which the Company has the right to designate directors; provided, that the Investor Shareholders shall have agreed to the limitation on the ability of the Company to designate directors of such Subsidiaries) as they do on the Board.

(b) The Company shall (i) permit the Board nominees chosen by the Investor Shareholders and each Observer of the Investor Shareholders permitted to attend meetings of the Board pursuant to Section 3.2 (together, the “KMP Observers”) to attend each meeting of the KMGP board and the KMR board and any committees thereof, (ii) send to each KMP Observer notice of the time and place of such meeting, (iii) provide to each KMP Observer copies of all notices, reports, minutes and consents at the time and in the manner as they are provided to the members of the KMGP and KMR boards and the relevant committees thereof; provided, however, that the KMGP and KMR boards, and committees thereof, shall have the right to exclude the KMP Observers from access to any board or committee meeting (or portion thereof) or any materials distributed to any board or committee members in the sole discretion of a majority of the members of such board or committee in attendance at such board or committee meeting (or, with respect to materials to be provided in advance of any meeting, a majority of the members of such board or committee, as applicable). A KMP Observer shall recuse himself or herself from any portion of any Board or committee meeting if (i) such KMP Observer has actual knowledge that the Investor Shareholder that selected such KMP Observer, or one of its controlled Affiliates, is engaged in, pursuing or evaluating any business opportunity that such KMP Observer has actual knowledge that the Company or any of its Subsidiaries is either currently engaged in, pursuing or evaluating and the participation of such KMP Observer would create a conflict of interest and (ii) such business opportunity is being discussed during such portion of such meeting (provided, that for the avoidance of doubt, no KMP Observer shall be deemed to be in breach of his or her obligations pursuant to this sentence so long as such KMP Observer recuses himself or herself from such portion of such meeting as promptly as practicable following the time in which it becomes reasonably apparent that such business opportunity is being discussed). All KMP Observers, in connection with exercising their rights under this Section 3.6(b), shall be required (i) to execute and deliver to KMGP or KMR, as applicable, a customary (for observers of public corporations) confidentiality agreement that is reasonably acceptable to such KMP Observer and to KMGP or KMR, as applicable, (ii) to undergo any training required by KMP’s, KMGP’s or KMR’s policies regarding FERC standards of conduct that are applicable to KMGP or KMR directors, as applicable, and (iii) to comply with any other regulatory requirements to the extent applicable to such KMP Observer in his or her capacity as a KMP Observer.

27

(c) So long as an Investor Shareholder constitutes an Eligible Investor Shareholder, the Company shall inform such Eligible Investor Shareholder promptly of any action or proposed action by the Company or any of its Affiliates (including KMP and KMR) that the Chief Executive Officer reasonably believes could impose any filing obligation, restriction or other regulatory burden (e.g., bank holding company registration, or public utility holding company registration) on such Eligible Investor Shareholder or its Affiliates. In addition, neither the Company nor any of its Subsidiaries or Affiliates (other than KMP, KMP’s operating partnerships, KMR or any of their respective Subsidiaries or controlled Affiliates, or KMGP (solely to the extent that KMGP (i) is acting in its capacity as a holder of shares of KMR or in its capacity as General Partner pursuant to Section 1.4 of the Delegation of Control Agreement to approve any action taken by KMR, or (ii) is acting in its capacity as the general partner of KMP or any of its operating partnerships to approve any matter on behalf of KMP or any of its operating partnerships (and not to the extent acting in another capacity, such as acting to amend or waive a right or obligation of KMGP (or of its direct or indirect parent entities) under any organizational document of KMP or its operating partnerships)) or KMGP Services Company, Inc. to the extent it is taking action related to carrying out the terms of the Employee Services Agreement dated as of January 1, 2001 (not including amendments or waivers), among KMGP Services Company, Inc., KMGP and KMP) will take any action (or authorize any of, commit, agree or propose to take any of, consent to or vote in favor of any action) that would impose any filing obligation, restriction or other regulatory burden (e.g., bank holding company registration, or public utility holding company registration) on any Eligible Investor Shareholder or its Affiliates that such Eligible Investor Shareholder reasonably determines could have a significant impact on the interests of such Eligible Investor Shareholder or its Affiliates (other than its interests as a Shareholder), without approval by such Eligible Investor Shareholder (it being understood that such limitation shall not be read to prohibit acquisitions that may prohibit future acquisitions by such Investor Shareholder or its Affiliates due to antitrust overlaps).

(d) So long as an Investor Shareholder constitutes an Eligible Investor Shareholder, the Company shall keep such Eligible Investor Shareholder informed, on a current basis, of any events or changes with respect to any criminal or regulatory investigation or action involving the Company or any of its Affiliates, so that such Eligible Investor Shareholder and its Affiliates will have the opportunity to take appropriate steps to avoid or mitigate any regulatory consequences to them that might arise from such investigation or action.

(e) So long as an Investor Shareholder constitutes an Eligible Investor Shareholder, the Company shall reasonably cooperate with such Eligible Investor Shareholder and its Affiliates in efforts to mitigate consequences of circumstances described in clause (c) or (d) (i.e., coordinating and assistance in meeting with regulators). Each Investor Shareholder who receives any non-public information pursuant to clause (c) or (d) agrees (i) to use it only in connection with purposes related to the subject matter of clauses (c), (d) or (e), as applicable, and (ii) to maintain the disclosed information in confidence, except as required by applicable law or applicable national securities exchange rule or to the extent that such information (A) enters the public domain through no fault of such Investor Shareholder or (B) is later lawfully acquired by such Investor Shareholder on a non-confidential basis from sources other than the Company and its Subsidiaries.

28

(f) Each Executive Management Shareholder agrees that he or she shall not, during the Non-Compete Period, directly or indirectly (other than on behalf of or at the request of the Company or its Subsidiaries):

(i) engage in, have an interest in, or otherwise be employed by (whether as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, or representative), provide consulting or management services to, or permit his or her name to be used in connection with the activities of, any business or organization, engaged in a business that is competitive with a business in which the Company or any of its Subsidiaries engages (a “Competitive Business”); provided, that ownership of less than one percent (1%) of the outstanding stock of any publicly traded corporation shall not be deemed to be a violation of this Section 3.6(f) solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 3.6(f) solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 3.6(f)(i) should not apply to an Executive Management Shareholder (other than Kinder or Shaper) following the termination of such Executive Management Shareholder’s employment by the Company, the provisions of this Section 3.6(f)(i) shall be deemed waived with respect to such Executive Management Shareholder;

(ii) solicit any Person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer of the Company or any of its Subsidiaries or persuade or attempt to persuade any such Person not to be a customer of the Company or any of its Subsidiaries or to reduce the amount of business that such customer does with the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive Management Shareholder’s knowledge, any such Person; or

(iii) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 3.6(f)(iii).

(iv) Notwithstanding anything to the contrary in this Section 3.6(f), with respect to the country of Mexico, this Section 3.6(f) will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages.

29

Each Executive Management Shareholder acknowledges and agrees that: (A) the time and geographical scope of the restrictions of this Section 3.6(f) are reasonable; (B) the burden on the Executive Management Shareholder of complying with the restrictions of this Section 3.6(f) is not unreasonable; (C) the general public policy is not harmed by the restrictions of this Section 3.6(f); and (D) the restrictions of this Section 3.6(f) are necessary for the protection of the Company and its Subsidiaries. Each Executive Management Shareholder further acknowledges and agrees (x) the Executive Management Shareholder’s breach of the provisions of this Section 3.6(f) will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive Management Shareholder breaches or threatens to breach the provisions of this Section 3.6(f) and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive Management Shareholder, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive Management Shareholder breaches or threatens to breach the provisions of this Section 3.6(f) and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive Management Shareholder, a balancing of equities will be in favor of the Company. Each Executive Management Shareholder consents and agrees that if the Executive Management Shareholder commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 3.6(f) are determined to be wholly or partially unenforceable, each Executive Management Shareholder hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 3.6(f) are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.

(g) So long as an Investor Shareholder constitutes an Eligible Investor Shareholder, the Company shall not, and shall not cause any of its Subsidiaries to, take any action, and shall take all actions as a shareholder within its power to prevent its Subsidiaries from taking any action to cause the board of KMGP to consist of less than a majority of individuals who qualify as independent directors under the Exchange Act and the standards established by each national securities exchange upon which securities of KMP are listed for trading.

(h) Except as otherwise provided in this Section 3.6(h), the Company shall not, directly or indirectly, engage in any Charter Change of Control that does not constitute a Cash Change of Control (a “Non-Cash Change of Control”) without the unanimous affirmative vote of all holders of Shares unless the organizational documents and capital structure of the acquiring, surviving or resulting Person in the Non-Cash Change of Control preserve in all material respects the economic and other rights (including conversion, Transfer, distribution and

30

governance rights as set forth in the Charter, the Bylaws and this Agreement) and characteristics and tax treatment, including on a relative basis, of the Investor Shareholders, the Class A Shares, the Class B Shares, the Class C Shares and the Class P Shares as they exist immediately prior to such Non-Cash Change of Control (a “Replicated Change of Control”) (and if such rights are so preserved, then the unanimity requirement stated above shall not apply and in lieu thereof, the regular approval requirements that would otherwise be applicable shall apply instead).

(i) A determination that such Non-Cash Change of Control satisfies the requirements, set forth in paragraph (h) above, to be a Replicated Change of Control shall require approval by the following: (A) the Investor Shareholders holding Voting Securities representing a majority of the Total Voting Power then held by the Investor Shareholders that continue to hold Class A Shares, (B) Kinder (so long as Kinder (together with his Permitted Transferees) continues to hold Class A Shares), (C) the holders of Class B Shares representing a majority of the issued and outstanding Class B Shares (not to be unreasonably withheld or delayed) and (D) the holders of Class C Shares representing a majority of the issued and outstanding Class C Shares (not to be unreasonably withheld or delayed). If the requisite Shareholders approve a Non-Cash Change of Control as a Replicated Change of Control pursuant to this Section 3.6(h)(i), then the holders of the Class A Shares, the Class B Shares and the Class C Shares shall receive the consideration proposed in such Replicated Change of Control for the Class A Shares, the Class B Shares and the Class C Shares, as applicable, and shall not receive the consideration provided for under Section D.1(e) of Article Fourth of the Charter for a Charter Change of Control.

(A) If the requisite shareholders, except for the holders of Class C Shares representing a majority of the issued and outstanding Class C Shares, approve a Non-Cash Change of Control as a Replicated Change of Control pursuant to Section 3.6(h)(i), then the Company nevertheless may engage in such Non-Cash Change of Control and the holders of the Class A Shares and the Class B Shares shall receive the consideration proposed in the Replicated Change of Control for the Class A Shares and the Class B Shares, as applicable, and shall not receive the consideration provided for under Section D.1(e) of Article Fourth of the Charter for a Charter Change of Control, and the holders of the Class C Shares shall receive the consideration provided for the Class C Shares under Section D.1(e) of Article Fourth of the Charter for a Charter Change of Control (other than a Replicated Change of Control), provided that such Non-Cash Change of Control must be a bona fide transaction with a third party that is not an Affiliate of the Company (other than Kinder and his Affiliates (excluding any Person who is an Affiliate of Kinder solely as a result of such Person’s relationship with the Company and its Subsidiaries)) or any Investor Shareholder; provided, further, that such transaction may be with or involve KMP, KMR or their respective Subsidiaries or controlled Affiliates.

31

(B) The Company shall provide written notice to all Class C Shareholders of its intent to pursue a Non-Cash Change of Control pursuant to Section 3.6(h)(i)(A). If the holders of Class C Shares representing a majority of the issued and outstanding Class C Shares elect to participate in such Non-Cash Change of Control by notifying the Company in writing within ten (10) calendar days after receipt of the Company’s notice, the holders of the Class C Shares shall receive the consideration proposed in such Non-Cash Change of Control for the Class C Shares and shall not receive the consideration provided for under Section D.1(e) of Article Fourth of the Charter for a Charter Change of Control.

(ii) Regardless of whether or not the holders of Class B Shares and/or the holders of Class C Shares have approved a Non-Cash Change of Control as a Replicated Change of Control pursuant to Section 3.6(h)(i), (A) the Investor Shareholders holding Voting Securities representing a majority of the Total Voting Power then held by the Investor Shareholders that continue to hold Class A Shares and (B) Kinder (so long as Kinder (together with his Permitted Transferees) continues to hold Class A Shares), may agree in writing that such Non-Cash Change of Control shall not be subject to the requirement to be a Replicated Change of Control so long as such Non-Cash Change of Control (x) is a bona fide transaction with a third party that is not an Affiliate of the Company (other than Kinder and his Affiliates (excluding any Person who is an Affiliate of Kinder solely as a result of such Person’s relationship with the Company and its Subsidiaries)) or any Investor Shareholder; provided, further, that such transaction may be with or involve KMP, KMR or their respective Subsidiaries or controlled Affiliates and (y) provides for the holders of the Class A Shares, the Class B Shares and the Class C Shares to receive the consideration provided for under Section D.1(e) of Article Fourth of the Charter for a Charter Change of Control (other than a Replicated Change of Control).

(iii) The requirements of this Section 3.6(h) shall be in addition to any other approvals required by the Charter, the Bylaws or applicable law for a Non-Cash Change of Control.

(i) Kinder agrees that, from the date of this Agreement until May 31, 2015, Kinder shall notify the Eligible Investor Shareholders prior to Kinder (including his Permitted Transferees and, to the extent of his control, his Affiliates), directly or indirectly, effecting, or offering or proposing (whether publicly or otherwise) to effect, any acquisition of beneficial ownership of any securities of the Company or any of its Subsidiaries that are publicly traded in a transaction or a series of related transactions involving a value in excess of $50,000,000.

(j) The Company shall make one-time compensatory cash payments in an aggregate amount of approximately $100,000,000 to certain non-executive management employees of the Company and its Subsidiaries, which one-time payments shall be in addition to the Company’s usual periodic cash compensatory payments made to employees. The employee

32

payees of such one-time payments and amount payable to each such employee payee shall be at the discretion of the Chief Executive Officer of the Company and the timing of such one-time payments shall be at the discretion of the Company’s management; provided, that such one-time payments shall be made reasonably promptly after the payment of the Company’s initial quarterly dividend following the consummation of the IPO; provided, further, that any such one-time payments to holders of Class B Shares or Class C Shares pursuant to this Section 3.6(j) shall be subject to approval by the board of directors pursuant to Section 3.12(i) of the Bylaws.

(k) Without limitation to any other rights granted to the Investor Shareholders by the Company pursuant to the Charter, Bylaws, this Agreement, or pursuant to applicable law, the Company shall provide each Investor Shareholder that holds Class A Shares or Related Shares or its designated agents or representatives with the right to inspect, audit, excerpt or copy the Company’s share registry, share transfer books and other documents and information related to the ownership of the Class A Shares, the Class B Shares, the Class C Shares and the Class P Shares as such Investor Shareholder may request, including the Phantom Class B Shares and Phantom Class C Shares of the Canadian Participants as well as the Class B Shares and Class C Shares held by the Canadian Plan Entity that correspond to such Phantom Class B Shares and Phantom Class C Shares, in order to confirm ownership calculations, in each case at such times during reasonable business hours as such Investor Shareholders shall reasonably request.

(l) In the event of an All Cash Tender Offer or a Non-Cash Tender Offer (each, a “Tender Offer”), the parties agree as follows:

(i) If such Tender Offer permits delivery of shares via a notice of guaranteed delivery, each Class A Shareholder intending to tender Class P Shares received upon a Voluntary Conversion of such Class A Shareholder’s Class A Shares into such Tender Offer shall use commercially reasonable efforts (and the Company shall reasonably cooperate in such efforts) to tender such Class P Shares into such Tender Offer via a notice of guaranteed delivery; provided, that tendering via a notice of guaranteed delivery does not impair, prejudice or otherwise adversely affect such Class A Shareholder’s ability to participate in or otherwise receive the benefits of such Tender Offer. If such Class A Shareholder does tender Class P Shares via a notice of guaranteed delivery pursuant to this Section 3.6(l)(i), such Class A Shareholder shall issue a Conversion Notice to the Company and the Transfer Agent at a time as close as practicable to the then-current expiration time of such Tender Offer to ensure sufficient time for the conversion of such Class A Shares and the Transfer of such Class P Shares in accordance with the terms of such notice of guaranteed delivery and such Tender Offer, and, upon receipt of such Conversion Notice, the Company shall use its reasonable best efforts to ensure that such conversion and such Transfer occur in accordance with the terms of such notice of guaranteed delivery and such Tender Offer.

(ii) In the event that such Tender Offer does not permit delivery of shares via a notice of guaranteed delivery, each Class A Shareholder intending to tender Class P Shares received upon a Voluntary Conversion of such Class A

33

Shareholder’s Class A Shares into such Tender Offer and the Company shall use its commercially reasonable efforts to enable such Class A Shareholder to tender Class P Shares into such Tender Offer while preserving the relative economic rights (in a manner consistent with the intent and purpose of the Charter, the Bylaws and this Agreement) of the holders of Class A Shares, Class B Shares and Class C Shares to distributions and to Class P Shares (and distributions thereon) issuable upon conversion of their Class A Shares, Class B Shares and Class C Shares during the pendency of such Tender Offer. The parties acknowledge that there may be delays (which each of the parties shall use its reasonable best efforts to cooperate in keeping as short as practicable) in calculating the amount of distributions payable to the holders of Class A Shares, Class B Shares, Class C Shares and Class P Shares pursuant to Section C of Article Fourth of the Charter (in a manner consistent with the intent and purpose of the Charter, the Bylaws and this Agreement), or the number of Class P Shares issuable upon conversion of Class A Shares, Class B Shares and Class C Shares pursuant to Section D of Article Fourth of the Charter (in a manner consistent with the intent and purpose of the Charter, the Bylaws and this Agreement), in each case during the pendency of such Tender Offer, which may result in delays (which each of the parties shall use its reasonable best efforts to cooperate in keeping as short as practicable) in the payment of such distributions or the delivery of such Class P Shares to holders of Class A Shares, Class B Shares or Class C Shares. Without limiting the generality of the foregoing, the parties shall, to the extent necessary or appropriate to achieve the purpose and intent of this Section 3.6(l)(ii), consider in good faith consenting to reasonable escrow mechanics (e.g., that contemplate the temporary placement of such distributions or such Class P Shares in escrow), which consents shall not be unreasonably withheld or delayed; provided, that each of the parties shall use its reasonable best efforts to cooperate in keeping any such escrow period as short as practicable; provided, further, that nothing in this Section 3.6(l)(ii) shall be interpreted to require any such Class A Shareholder to take, or refrain from taking, any action to the extent taking (or not taking) such action would impair, prejudice or otherwise adversely affect such Class A Shareholder’s ability to participate in or otherwise receive the benefits of such Tender Offer.

(iii) Terms used in this Section 3.6(l) but not defined in this Agreement shall have the meanings given such terms in the Charter.

(m) The Canadian Plan Entity shall be established in connection with the Company’s administration of the Canadian Plan for the Canadian Participants. Each Phantom Class B Share shall provide for payments, if any, in gross amounts and gross value no greater than (and shall have vesting and forfeiture provisions upon termination of employment no more favorable to the Canadian Participant holding such Phantom Class B Share than), the Class B Share held by the Canadian Plan Entity to which such Phantom Class B Share corresponds (including, for the avoidance of doubt, Class P Shares, if any, received upon automatic conversion of such corresponding Class B Share); provided, that, subject to the foregoing limitations and to the extent that the Company in good faith determines is necessary or

34

appropriate to mitigate any negative consequences to either the Company or holders of Phantom Class B Shares, the Company may elect to make distributions in cash in lieu of Class P Shares received in respect of the automatic conversion of Class B Shares held by the Canadian Plan Entity that would otherwise be distributable as a result of such automatic conversion. Each Phantom Class C Share shall provide for payments, if any, in gross amounts and gross value no greater than the Class C Share held by the Canadian Plan Entity to which such Phantom Class C Share corresponds (including, for the avoidance of doubt, Class P Shares, if any, received upon automatic conversion of such corresponding Class C Share); provided, that, subject to the foregoing limitations and to the extent that the Company in good faith determines is necessary or appropriate to mitigate any negative consequences to either the Company or holders of Phantom Class C Shares, the Company may elect to make distributions in cash in lieu of Class P Shares received in respect of the automatic conversion of Class C Shares held by the Canadian Plan Entity that would otherwise be distributable as a result of such automatic conversion. Each Phantom Class B Share and each Phantom Class C Share shall have exactly one corresponding Class B Share and Class C Share, respectively, in each case held by the Canadian Plan Entity, and the automatic conversion of any such corresponding Class B Share or Class C Share into Class P Shares shall result in the cancellation of the applicable Phantom Class B Share or Phantom Class C Share. In the event that the Company elects to make a distribution in cash in lieu of Class P Shares pursuant to the foregoing provisos of this Section 3.6(m), then the Company shall take all action necessary or appropriate for such Class P Shares to be immediately cancelled. All Phantom Class B Shares and Phantom Class C Shares shall at all times be held only by the Canadian Participants. Amendments, modifications or waivers of any provision of any organizational or other governing document of the Canadian Plan Entity or any governing or similar document of the Canadian Plan, in each case, shall require, in addition to any required approvals, the approval of (i) Kinder (so long as Kinder (together with his Permitted Transferees) owns at least 1.0% of the Total Voting Power), (ii) the Investor Shareholders holding Voting Securities representing a majority of the Total Voting Power then held by the Investor Shareholders (so long as the Investor Shareholders own at least an aggregate amount of 1.0% of the Total Voting Power), (iii) in the case of an amendment or modification that would modify the rights or obligations of any Investor Shareholder adversely, such Investor Shareholder so affected (so long as such Investor Shareholder owns any Voting Securities), (iv) in the case of an amendment or modification that would modify the rights or obligations of the holders of Class B Shares (taken as a whole) adversely as compared to the holders of other classes of Common Stock of the Company, the holders of Class B Shares holding Class B Shares representing a majority of the issued and outstanding Class B Shares and (v) in the case of an amendment or modification that would modify the rights or obligations of the holders of Class C Shares (taken as a whole) adversely as compared to the holders of other classes of Common Stock of the Company, the holders of Class C Shares holding Class C Shares representing a majority of the issued and outstanding Class C Shares.

SECTION 3.7. COMPANY DIVIDEND POLICY. Except as required by law or modified in accordance with Section 3.12 of the Bylaws, the Company shall not modify, amend, repeal or waive any provisions of, and shall comply with the terms of, the Company’s Dividend Policy set forth as Exhibit A hereto, as adopted by the Board on the date hereof.

35

SECTION 3.8. FORFEITURE OF CLASS B SHARES.

(a) No Forfeiture Upon Conversion. Class P Shares received by a Class B Shareholder (or a Permitted Transferee of such Class B Shareholder) as a result of the conversion of such holder’s Class B Shares pursuant to the Charter shall fully vest automatically and cease to be subject to forfeiture.

(b) Forfeiture Upon Termination of Employment.

(i) Subject to Sections 3.8(c), (d) and (e), upon termination of a Class B Shareholder’s employment with the Company and its Subsidiaries due to such Class B Shareholder’s death or disability, one hundred percent (100%) of the Class B Shares held by such Class B Shareholder (or any Permitted Transferee of such Class B Shareholder (with respect to Class B Shares attributable to such Class B Shareholder)) at the time of such termination shall fully vest automatically and cease to be subject to forfeiture. For purposes of this Agreement, “disability” with respect to any employee shall be determined in accordance with the Company’s employee long-term disability plan covering such employee.

(ii) Subject to Sections 3.8(c), (d) and (e) hereof, upon termination of a Class B Shareholder’s employment with the Company and its Subsidiaries due to such Class B Shareholder’s termination of employment for Good Reason or the termination by the Company and its Subsidiaries of such Class B Shareholder’s employment without Cause, (A) fifty percent (50%) of the Class B Shares held by such Class B Shareholder (or any Permitted Transferee of such Class B Shareholder (with respect to Class B Shares attributable to such Class B Shareholder)) at the time of such termination shall fully vest automatically and cease to be subject to forfeiture and (B) fifty percent (50%) of the Class B Shares held by such Class B Shareholder (or any Permitted Transferee of such Class B Shareholder (with respect to Class B Shares attributable to such Class B Shareholder)) at the time of such termination shall be forfeited at the time of such termination.

(iii) Subject to Sections 3.8(c), (d) and (e) hereof, upon termination of a Class B Shareholder’s employment with the Company and its Subsidiaries other than as described in Section 3.8(b)(i) or 3.8(b)(ii) hereof, one hundred percent (100%) of the Class B Shares held by such Class B Shareholder (or any Permitted Transferee of such Class B Shareholder (with respect to Class B Shares attributable to such Class B Shareholder)) shall be forfeited at the time of such termination.

(iv) Subject to Section 3.8(e), and notwithstanding Section 2.1(b), any forfeited Class B Shares shall immediately become treasury shares of the Company and the Company shall immediately transfer such forfeited Class B Shares (the “New Class B Shares”) to a revocable grantor trust with an independent trustee for the benefit of existing or newly hired members of management who may receive such New Class B Shares (and earnings and proceeds thereof) in accordance with the approval procedures set forth in Section 3.8(g) (the “Class B Trust”); provided, that any revocation of the Class B Trust shall require the consent of all holders of Class A Shares and Class B Shares.

36

(c) Change of Control. Upon the occurrence of a Change of Control, all Class B Shares shall fully vest automatically and cease to be subject to forfeiture.

(d) Mandatory Conversion Date. Upon the occurrence of a Mandatory Conversion Date for a particular series of Class A Shares, all of the corresponding Class B Shares of such series shall fully vest automatically and cease to be subject to forfeiture. At the close of business on May 31, 2015, all Class B Shares held by each Class B Shareholder whose employment with the Company and its Subsidiaries has not terminated (or held by any Permitted Transferees of such Class B Shareholder (with respect to Class B Shares attributable to such Class B Shareholder)) shall fully vest automatically and cease to be subject to forfeiture and shall be converted into Class P Shares in accordance with Section D.1 of Article Fourth of the Charter.

(e) Catch-Up Amounts After Termination of Employment.

(i) If a Class B Shareholder’s employment with the Company and its Subsidiaries terminates after the Series A Total Value with respect to a series equals or exceeds 150% of the Aggregate Base Amount for such series but before the Series B Total Value has met or exceeded the First Catch-Up Threshold for the corresponding Class B Series, such Class B Shareholder (or any Permitted Transferee of such Class B Shareholder (with respect to Class B Shares attributable to such Class B Shareholder)) shall be entitled to retain all of his or her Class B Shares of such series until the transaction or event, including a mandatory conversion event or distribution, has occurred that causes the First Catch-Up Threshold to first have been met or exceeded for such Class B Series (the “First Catch-Up Value Transaction”); provided that, notwithstanding anything to the contrary contained herein, in the event that the First Catch-Up Threshold for such Class B Series is exceeded, (A) this Section 3.8(e)(i) shall only entitle such Class B Shareholder (together with any such Permitted Transferees (with respect to Class B Shares attributable to such Class B Shareholder)) to receive value (including Class P Shares issued upon conversion of such Class B Shares), earnings and/or proceeds equal to the amount of value (including Class P Shares issued upon conversion of such Class B Shares), earnings and/or proceeds such Class B Shareholder (together with such Permitted Transferees (with respect to Class B Shares attributable to such Class B Shareholder)) would have been entitled to receive pursuant to this Section 3.8(e)(i) if such First Catch-Up Threshold had been only exactly met and not exceeded (the amount of any such excess value relating to such holder’s Class B Shares being referred to as “First Catch-Up Excess Value”) and, for the avoidance of doubt, each such Class B Shareholder (and each such Permitted Transferee) hereby fully and irrevocably waives any and all right to any or all of the First Catch-Up Excess Value; and (B) the Company shall immediately distribute and/or issue, and each such Class B Shareholder (and each such Permitted Transferee) fully and irrevocably consents to the Company immediately distributing and/or issuing, any such First Catch-Up Excess Value to the Class B Trust.

37

(ii) If a Class B Shareholder’s employment with the Company and its Subsidiaries terminates after the 200% Threshold with respect to a series has been reached or exceeded but before the Second Catch-Up Threshold has been reached or exceeded for the corresponding Class B Series, such Class B Shareholder (or any Permitted Transferee of such Class B Shareholder (with respect to Class B Shares attributable to such Class B Shareholder)) shall be entitled to retain all of his or her Class B Shares of such series until the transaction or event, including a mandatory conversion event or distribution, has occurred that causes the Second Catch-Up Threshold to first have been met or exceeded for such Class B Series (the “Second Catch-Up Value Transaction”); provided that, notwithstanding anything to the contrary contained herein, in the event that the Second Catch-Up Threshold for such Class B Series is exceeded, (A) this Section 3.8(e)(ii) shall only entitle such Class B Shareholder (together with any such Permitted Transferees (with respect to Class B Shares attributable to such Class B Shareholder)) to receive value (including Class P Shares issued upon conversion of such Class B Shares), earnings and/or proceeds equal to the amount of value (including Class P Shares issued upon conversion of such Class B Shares), earnings and/or proceeds such Class B Shareholder (together with such Permitted Transferees (with respect to Class B Shares attributable to such Class B Shareholder)) would have been entitled to receive pursuant to this Section 3.8(e)(ii) if such Second Catch-Up Threshold had been only exactly met and not exceeded (the amount of any such excess value relating to such holder’s Class B Shares being referred to as “Second Catch-Up Excess Value”) and, for the avoidance of doubt, each such Class B Shareholder (and each such Permitted Transferee) hereby fully and irrevocably waives any and all right to any or all of the Second Catch-Up Excess Value; and (B) the Company shall immediately distribute and/or issue, and each such Class B Shareholder (and each such Permitted Transferee) fully and irrevocably consents to the Company immediately distributing and/or issuing, any such Second Catch-Up Excess Value to the Class B Trust.

(iii) Upon the First Catch-Up Value Transaction or the Second Catch-Up Value Transaction, as applicable, all Class B Shares of the applicable series held by such Class B Shareholder (or held by any Permitted Transferee of such Class B Shareholder (with respect to Class B Shares attributable to such Class B Shareholder)) shall be, to the extent such Class B Shares were otherwise required to be forfeited pursuant to Section 3.8(b) but for application of Sections 3.8(e)(i) or 3.8(e)(ii), immediately forfeited. Such forfeited Class B Shares shall automatically become treasury shares and the Company shall immediately transfer such forfeited New Class B Shares to the Class B Trust. All value (including Class P Shares issued upon conversion of such Class B Shares), earnings and/or proceeds with respect to such New Class B Shares shall be paid to the Class B Trust until distributed in accordance with Section 3.8(g).

38

(iv) Terms used in this Section 3.8(e) but not defined in this Agreement shall have the meanings given such terms in the Charter.

(f) The provisions of this Section 3.8 relating to the termination of employment, including the forfeiture of all or a portion of such Class B Shareholder’s Class B Shares, shall be deemed to also apply equally to govern the termination of employment of such Canadian Participant, including the forfeiture of all or a portion of such Canadian Participant’s Phantom Class B Shares. The provisions of this Section 3.8 relating to vesting or ceasing to be subject to forfeiture of all or a specified percentage of Class B Shares of an applicable Class B Shareholders shall be deemed, with respect to a Canadian Participant, to apply equally to govern the vesting or ceasing to be subject to forfeiture of all or such specified percentage, as applicable, of such Canadian Participant’s Phantom Class B Shares and the corresponding Class B Shares held by the Canadian Plan Entity. Forfeiture by a Canadian Participant pursuant to this Section 3.8 (taking into account this Section 3.8(f)) of all or a portion of his or her Phantom Class B Shares shall result in the automatic and simultaneous forfeiture of the Class B Shares held by the Canadian Plan Entity corresponding to such Phantom Class B Shares and such forfeited Class B Shares shall revert to the Company and be transferred to the Class B Trust pursuant to Section 3.8(b)(iv). It is acknowledged and agreed that at all times during the term of this Agreement, the sole direct owner of the Canadian Plan Entity shall be the Company, and any and all voting rights (and/or approval or consent rights under this Agreement, the Charter or the Bylaws) in respect of the Class B Shares or Class C Shares held by the Canadian Plan Entity (or in respect of Phantom Class B Shares or Phantom Class C Shares), if any, are hereby waived, and no such Class B Shares, Class C Shares, Phantom Class B Shares or Phantom Class C Shares shall be voted in respect of any matter pursuant to this Agreement, the Charter, the Bylaws or otherwise.

(g) In the event that any Class B Shares are forfeited by any holder thereof pursuant to Section 3.8(b), the then-Chief Executive Officer shall have the right to designate existing or newly hired members of management (other than Kinder or the then-Chief Executive Officer if Kinder is no longer the Chief Executive Officer) to receive any of the following property as distributions from the Class B Trust (subject to the prior written consent of a majority of the members of the Board who are then serving and who were chosen to be nominated by the Investor Shareholders, which consent may not be unreasonably withheld or delayed): New Class B Shares, dividends paid in respect of New Class B Shares, dividends paid in respect of Class P Shares issued upon conversion of New Class B Shares, Class P Shares issued upon conversion of New Class B Shares and/or any other earnings or proceeds with respect to any of the foregoing; provided, that in the event that the designated recipient of New Class B Shares is not at the time of such proposed distribution a “Shareholder” for purposes of this Agreement, as a condition precedent to such proposed distribution, such designated recipient shall be required to execute a customary joinder to this Agreement, in form and substance reasonably acceptable to the Company, in which such designated recipient agrees to be a “Shareholder” for all purposes of this Agreement. In the event that Kinder is no longer the Chief Executive Officer, the Board (with the approval of a majority of the members of the entire Board) may permit the then-Chief Executive Officer to receive specified distributions from the Class B Trust (subject to the prior written consent of a majority of the members of the Board who are then serving and who were chosen to be nominated by the Investor Shareholders, which consent may not be unreasonably

39

withheld or delayed). The Class B Trust shall promptly distribute property to the designated recipients after the requisite approvals are obtained. Pursuant to the terms of the Class B Trust, any New Class B Shares, Class P Shares, dividends or other earnings or proceeds that are held by the Class B Trust on May 31, 2015 shall be distributed proportionally (in accordance with the respective number of Class B Shares held by each holder) to the holders of all issued and outstanding Class B Shares on May 31, 2015.

(h) Each of the Original Class B Shareholders shall timely make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to the Transfer of Class B Shares to such Original Class B Shareholder in exchange for Class B units of Kinder Morgan Holdco LLC for federal income tax purposes.

ARTICLE IV

TERMINATION

SECTION 4.1. TERM.

(a) This Agreement shall automatically terminate upon the date none of the Shareholders, together with their respective Permitted Transferees, hold any Shares.

(b) If any Investor Shareholder ceases to be an Eligible Investor Shareholder, then Sections 3.1 through Section 3.5 (except for Sections 3.2(b)-(d)) shall automatically terminate with respect to such Investor Shareholder.

(c) If each Investor Shareholder ceases to be an Eligible Investor Shareholder, then Section 2.1(a), Section 2.1(e) and Section 3.1 through Section 3.5 (except for Sections 3.2(b)-(d)) shall automatically terminate with respect to all Shareholders.

(d) If each Investor Shareholder ceases to hold any Class A Shares or Related Shares, then Article II and Article III shall automatically terminate with respect to all Shareholders.

SECTION 4.2. SURVIVAL. If this Agreement is terminated pursuant to Section 4.1(a), this Agreement shall become void and of no further force and effect, except for the provisions set forth in Section 5.7 (with respect to any Registration Expenses or any other fees or expenses incurred prior to such termination that remain unpaid or unreimbursed), Section 5.8 and Article VII.

ARTICLE V

REGISTRATION RIGHTS

SECTION 5.1. DEMAND REGISTRATION.

(a) At any time after the expiration of the “lock-up” agreed to by the Investor Shareholders with the managing underwriter(s) in connection with the IPO (or if such “lock up”

40

is waived by such underwriter(s), from and after such earlier date), any Shareholders that, on the date a Demand (as hereinafter defined) is made, constitute Demand Shareholders (“Requesting Shareholders”) shall be entitled to make a written request of the Company (a “Demand”) for registration under the Securities Act of an amount of Registrable Securities that, when taken together with the amounts of Registrable Securities requested to be registered under the Securities Act by such Requesting Shareholders’ Permitted Transferees, equals or is greater than the Registrable Amount (a “Demand Registration”); provided, that, in addition to the foregoing, in the event a Demand Shareholder holds Registrable Securities less than the Registrable Amount (such lesser amount, the “Remaining Securities”), such Demand Shareholder shall be entitled to make a single Demand for registration under the Securities Act of all of such Demand Shareholder’s Remaining Securities, notwithstanding any failure for such Demand to involve Registrable Securities equal to or greater than the Registrable Amount. Thereupon the Company will, subject to the terms of this Agreement, use its reasonable best efforts to effect the registration as promptly as practicable under the Securities Act of:

(i) the Registrable Securities which the Company has been so requested to register by the Requesting Shareholders for disposition in accordance with the intended method of disposition stated in such Demand;

(ii) all other Registrable Securities which the Company has been requested to register pursuant to Section 5.1(b) but subject to Section 5.1(f); and

(iii) all Class P Shares which the Company may elect to register in connection with any offering of Registrable Securities pursuant to this Section 5.1, but subject to Section 5.1(f);

all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities and the additional Class P Shares, if any, to be so registered.

(b) A Demand shall specify: (i) the approximate aggregate number of Registrable Securities requested to be registered in such Demand Registration, (ii) the intended method of disposition in connection with such Demand Registration, to the extent then known and (iii) the identity of the Requesting Shareholder (or Requesting Shareholders). Within five (5) calendar days after receipt of a Demand, the Company shall give written notice of such Demand to all other Shareholders. The Company shall include in the Demand Registration covered by such Demand all Registrable Securities with respect to which the Company has received a written request for inclusion therein within ten (10) calendar days after the Company’s notice required by this paragraph has been given, subject to Section 5.1(f). Such written request shall comply with the requirements of a Demand as set forth in this Section 5.1(b).

(c) A Demand Registration shall not be deemed to have been effected and shall not count as a Demand Registration (i) unless a registration statement with respect thereto has become effective and has remained effective for a period of at least one hundred twenty (120) calendar days (or (x) such shorter period in which all Registrable Securities included in such Demand Registration have actually been sold thereunder or (y) such longer period as counsel for the underwriters advises is required by law in connection with sales thereunder), (ii)

41

if, after it has become effective, such Demand Registration becomes subject prior to one hundred twenty (120) calendar days after effectiveness to any stop order, injunction or other order or requirement of the SEC or other Governmental Entity or court for any reason or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such Demand Registration, if applicable, are not satisfied, other than by reason of any act or omission in breach of such purchase agreement or underwriting agreement, as applicable, by such Requesting Shareholders.

(d) Demand Registrations shall be on such appropriate registration form of the SEC as shall be selected by the Requesting Shareholders and shall be reasonably acceptable to the Company.

(e) The Company shall (A) not be obligated to effect any Demand Registration at any time that the Shelf Registration Statement is effective (subject to the Company’s performance of its obligations under this Agreement with respect to the Shelf Registration Statement) and (B) shall be entitled to postpone (upon written notice to all Demand Shareholders) the filing or the effectiveness of a registration statement for any Demand Registration if, in the Company’s good faith reasonable judgment, it is not feasible for the Company to proceed with the Demand Registration because audited or pro forma financial statements that are required by the Securities Act to be included in such registration statement are then unavailable, until such time as such financial statements are no longer unavailable, provided that the Company shall use its reasonable best efforts to complete, obtain or otherwise make available such financial statements as promptly as practicable. In addition, the Company shall be entitled to postpone (upon written notice to all Demand Shareholders) the filing or the effectiveness of a registration statement for any Demand Registration in the event of a Blackout Period until the expiration of the applicable Blackout Period.

(f) If, in connection with a Demand Registration that involves an Underwritten Offering, any managing underwriter advises the Company, in writing, that, in its reasonable opinion, the inclusion of all of the securities sought to be registered in connection with such Demand Registration would significantly adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in such registration statement only such securities as the Company is advised by such underwriter or investment bank can be sold without such significant adverse effect (the “Underwriter Amount”) as follows and in the following order of priority: (i) first, up to the number of Registrable Securities requested to be included in such Demand Registration by (x) the Demand Shareholders and (y) other Shareholders holding Registrable Securities who the managing underwriter(s) of such Underwritten Offering have expressly required, in connection with such Underwritten Offering, to enter into an agreement restricting the sale or distribution of their Shares in accordance with Section 5.5 hereof (the “Relevant Holdback Shareholders”), which, in the opinion of the underwriter or investment bank can be sold without significantly adversely affecting the marketability of the offering, pro rata among such Demand Shareholders and Relevant Holdback Shareholders on the basis of the number of such Registrable Securities requested to be included by such Demand Shareholders and Relevant Holdback Shareholders; (ii) second, Registrable Securities duly requested to be included in such Demand Registration by other Shareholders pursuant to Section 5.1(b) other than the Relevant Holdback Shareholders,

42

pro rata among such Shareholders requesting to be included in such Demand Registration, on the basis of the number of such Registrable Securities requested to be included by such Shareholders; (iii) third, Class P Shares the Company proposes to sell; and (iv) fourth, all other securities of the Company duly requested to be included in such registration statement, pro rata on the basis of the amount of such other securities requested to be included or such other method determined by the Company.

(g) Any time that a Demand Registration involves an Underwritten Offering, the Requesting Shareholders and representatives of the executive officers of the Company shall jointly participate in the process of selecting the investment banker or investment bankers and managers that will serve as lead and co-managing underwriters with respect to such Underwritten Offering; provided, that, notwithstanding the foregoing, the Requesting Shareholders representing a majority of the Registrable Securities proposed to be included in the Demand shall in their sole discretion make such ultimate selection, and shall have ultimate control and discretion over what process, if any, shall be used in such selection; and provided, further, that notwithstanding anything to the contrary in this Agreement or any corporate governance policy or similar document of the Company, the Board or any committee thereof applicable to related party transactions between the Company and Affiliates of the Investor Shareholders, there shall be no restriction on the identity of such Requesting Shareholders’ selections pursuant to this Section 5.1(g).

(h) All rights of the Shareholders under this Section 5.1 shall be subject to the restrictions of Section 2.1.

SECTION 5.2. PIGGYBACK REGISTRATION.

(a) Subject to the terms and conditions hereof, whenever the Company proposes to register any of its securities under the Securities Act (other than a registration by the Company (i) on a registration statement on Form S-4 or any successor form thereto, (ii) a registration statement on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 5.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give each Shareholder prompt written notice thereof (but not less than fifteen (15) Business Days prior to the filing by the Company with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number and type of securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a good faith estimate by the Company of the proposed minimum offering price of such securities. Upon the written request of any Shareholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) given within ten (10) calendar days after such Piggyback Notice is received by such Piggyback Seller, the Company, subject to the terms and conditions of this Agreement, shall use its reasonable best efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration, and, to the extent the Company proposes to register any of its Class P Shares, on the same terms and conditions as such Class P Shares.

43

(b) If, in connection with a Piggyback Registration, any managing underwriter advises the Company in writing that, in its reasonable opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have Class P Shares of the Company registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of Class P Shares of the Company (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the marketability of the securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such underwriter can be sold without such an effect, as follows and in the following order of priority:

(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of securities to be sold by the Company as the Company, in its reasonable judgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers and Class P Shares sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of Class P Shares proposed to be sold by such Piggyback Sellers and Other Demanding Sellers and (C) third, other Class P Shares proposed to be sold by any Other Proposed Sellers; or

(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of Class P Shares sought to be registered by each Other Demanding Seller and the Piggyback Sellers pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers and Piggyback Sellers and (B) second, other Class P Shares proposed to be sold by any Other Proposed Sellers or to be sold by the Company as determined by the Company.

(c) In connection with any Underwritten Offering under this Section 5.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Shareholder in the Underwritten Offering unless such Shareholder accepts the terms of the underwriting as agreed upon in good faith between the Company and the underwriters selected by the Company.

(d) If, at any time after giving written notice of its intention to register any of its securities as set forth in this Section 5.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each Piggyback Seller within five (5) calendar days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein); provided, that Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 5.1.

44

(e) All rights of the Shareholders under this Section 5.2 shall be subject to the restrictions of Section 2.1.

SECTION 5.3. SHELF REGISTRATION.

(a) Subject to Section 5.3(d), and further subject to the availability of a Registration Statement on Form S-3 or any successor form thereto (“Form S-3”) to the Company, any of the Demand Shareholders may by written notice delivered to the Company (the “Shelf Notice”) require the Company to file as soon as practicable (but no later than sixty (60) calendar days after the date the Shelf Notice is delivered), and to use reasonable best efforts to cause to be declared effective by the SEC as soon as practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of the Registrable Securities owned by such Demand Shareholders (or any of their Permitted Transferees), as the case may be, and any other Shareholder who elects to participate therein as provided in Section 5.3(b) in accordance with the plan and method of distribution set forth in the prospectus included in such Form S-3 (the “Shelf Registration Statement”). To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “WKSI”), the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto. The Company shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period described in Section 5.3(c).

(b) Within five (5) Business Days after receipt of a Shelf Notice pursuant to Section 5.3(a), the Company will deliver written notice thereof to each Shareholder. Each other Shareholder may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) calendar days after the Shelf Notice is received by any such Shareholder.

(c) Subject to Section 5.3(d), the Company will use reasonable best efforts to keep the Shelf Registration Statement continuously effective (including by filing any necessary post-effective amendments to such Shelf Registration Statement or new Shelf Registration Statements) until the earlier of (i) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities or (ii) the date on which the Investor Shareholders in the aggregate no longer hold Registrable Securities that represent at least 1.0% of the Total Voting Power.

(d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the Shareholders who elected to participate in the Shelf Registration Statement, to require such Shareholders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. After the expiration of any Blackout Period and without

45

any further request from a Shareholder, the Company shall immediately notify all such Shareholders and, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(e) All rights of the Shareholders under this Section 5.3 shall be subject to the restrictions of Section 2.1.

(f) Each Demand Shareholder shall be entitled to demand such number of Shelf Registrations as shall be necessary to sell all of his or its Registrable Securities pursuant to this Section 5.3.

(g) If at any time a Demand Shareholder elects to effect an Underwritten Offering pursuant to any Shelf Registration Statement, it shall advise the Company to such effect and the Company shall notify the other Shareholders who are participating in such Shelf Registration Statement of such election to the extent practicable. To the extent such notice is practicable, each such Shareholder who elects, by delivering to the Company a written request to participate in such Underwritten Offering within the timeframe specified in the notice received by such Shareholder, shall be permitted to do so, subject to the same requirements and other provisions (including the priority provisions set forth in Section 5.1(f)) as would be applicable to a Demand Registration, and Section 5.1(g) shall be applicable to such Underwritten Offering as if it were a Demand Registration.

SECTION 5.4. WITHDRAWAL RIGHTS. Any Shareholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall

46

use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicable.

SECTION 5.5. HOLDBACK AGREEMENTS. Each of the Company and the Shareholders agrees to enter into separate, reasonable agreements restricting (to the extent not inconsistent with applicable law) the public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company to the extent customarily required by underwriting agreements in connection with underwritten offerings (if reasonably requested by the managing underwriter of such Underwritten Offering of Shares); provided, that this Section 5.5 shall only be applicable in respect of Underwritten Offerings of Shares involving anticipated gross proceeds of at least $500 million. Notwithstanding anything to the contrary, none of the provisions of this Agreement shall in any way limit any of the Investor Shareholders or any of their Affiliates from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other similar activities conducted in the ordinary course of their business.

SECTION 5.6. REGISTRATION PROCEDURES.

(a) If and whenever the Company is required to use reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Section 5.1, Section 5.2 and Section 5.3 the Company shall as expeditiously as reasonably possible:

(i) prepare and file with the SEC a registration statement to effect such registration and thereafter use reasonable best efforts to cause such registration statement to become and remain effective pursuant to the terms of this Agreement; provided, however, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the registration statement relating thereto; provided, further that within a reasonable time before filing such registration statement or any amendments thereto (including prospectuses or supplements thereto), the Company will furnish to the counsel selected

47

by the Shareholders which are including Registrable Securities in such registration (“Selling Shareholders”) copies of all such documents proposed to be filed, which documents will be subject to the review and comment of such counsel, and such review and comment to be conducted with reasonable promptness and the Company shall not file any such documents to which the Selling Shareholders (representing a majority of the Registrable Securities included in such registration) object, in writing, on a timely basis, based on any disclosure included therein that relates to such Selling Shareholders;

(ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement, in each case in accordance with the terms of this Article V;

(iii) furnish to each Selling Shareholder and each underwriter, if any, of the securities being sold by such Selling Shareholder such number of conformed copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and each free writing prospectus (as defined in Rule 405 of the Securities Act) (a “Free Writing Prospectus”) utilized in connection therewith and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as such Selling Shareholder and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Selling Shareholder;

(iv) use reasonable best efforts to register or qualify such Registrable Securities covered by such registration statement under such other securities laws or blue sky laws of such jurisdictions as any Selling Shareholder and any underwriter of the securities being sold by such Selling Shareholder shall reasonably request, and take any other action which may be reasonably necessary or advisable to enable such Selling Shareholder and underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Selling Shareholder, except that the Company shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (iv) be obligated to be so qualified, (B) subject itself to taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction;

(v) use reasonable best efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Stock Market;

(vi) use reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Selling Shareholder(s) thereof to consummate the disposition of such Registrable Securities;

48

(vii) in connection with an Underwritten Offering, obtain for each Selling Shareholder and underwriter:

(A) an opinion of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Selling Shareholder and underwriters, and

(B) a “comfort” letter (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent public accountants who have certified the Company’s financial statements included in such registration statement;

(viii) promptly make available for inspection by any Selling Shareholder, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such Selling Shareholder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to (x) supply all information requested by any such Inspector in connection with such registration statement and (y) be reasonably available for due diligence discussions and sessions (taking into account the Company’s business needs); provided, however, that, the disclosure of such Records may be subject to the execution by such Selling Shareholder or other Inspector of a customary confidentiality agreement in a form which is reasonably satisfactory to the Company;

(ix) promptly notify in writing each Selling Shareholder and the underwriters, if any, of the following events:

(A) the filing of the registration statement, any amendment thereto, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement or any Free Writing Prospectus utilized in connection therewith, and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective;

(B) any request by the SEC or any other Government Entity for amendments or supplements to the registration statement or the prospectus or for additional information;

(C) the issuance by the SEC or any other Government Entity of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; and

49

(D) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose;

(x) notify in writing each Selling Shareholder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of any Selling Shareholder, promptly prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;