8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 10, 2005

KINDER MORGAN, INC.

(Exact name of registrant as specified in its charter)

Kansas (State or other jurisdiction of incorporation) 1-06446 (Commission File Number) 48-0290000 (I.R.S. Employer Identification No.)

500 Dallas Street, Suite 1000

Houston, Texas 77002

(Address of principal executive offices, including zip code)

713-369-9000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01  Entry into a Material Definitive Agreement.

At the meeting of our Board of Directors held on January 18, 2005, our Board adopted, subject to stockholder approval at our 2005 annual meeting of stockholders, the Kinder Morgan, Inc. Non-Employee Directors Stock Awards Plan. At our annual meeting of stockholders on May 10, 2005, the plan was approved by our stockholders. As a result, our 1992 Stock Option Plan for Non-Employee Directors, as amended, has terminated and no further grants will be made under it.

Subject to adjustment as provided in the plan, an aggregate of 500,000 shares of our common stock may be issued under the plan through grants of restricted stock or nonqualified stock options. The issuance of the common stock pursuant to the plan has been registered under the Securities Act.

Each of our non-employee directors entered into a restricted stock agreement with us pursuant to which the director received 1,750 restricted shares of our common stock, the restrictions on which will lapse July 18, 2005, the sixth month anniversary of the January 18, 2005 Board of Directors meeting.

A copy of the plan, a form of the restricted stock agreement and a form of the nonqualified stock option agreement that would be used if stock options were granted under the plan are attached as exhibits to this report.

Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the meeting of our Board of Directors held on January 18, 2005, our Board of Directors approved, subject to stockholder approval at our 2005 annual meeting of stockholders, an amendment to our restated articles of incorporation to increase the number of authorized shares of our common stock, par value $5.00, from 150,000,000 shares to 300,000,000. At our May 10, 2005 annual meeting of stockholders, the above-discussed amendment was approved by our stockholders. As a result of the amendment, the total number of shares of all classes of stock, both common stock and preferred stock, which we have the authority to issue is 302,200,000.

A copy of the certificate of amendment of certificate of restatement of articles of incorporation is attached as an exhibit to this report.

Item 9.01  Financial Statements and Exhibits.

(c)

Exhibits.

Exhibit

Number

Description

3.1

Certificate of Amendment of Certificate of Restatement of Articles of Incorporation of Kinder Morgan, Inc.

10.1

Kinder Morgan, Inc. Non-Employee Directors Stock Awards Plan

10.2

Form of Restricted Stock Agreement

10.3

Form of Nonqualified Stock Option Agreement

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S I G N A T U R E

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

KINDER MORGAN, INC.

Dated:  May 13, 2005

By:

/s/ Joseph Listengart

Joseph Listengart

Vice President and General Counsel

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EXHIBIT INDEX

Exhibit Number	Description
3.1	Certificate of Amendment of Certificate of Restatement of Articles of Incorporation of Kinder Morgan, Inc.
10.1	Kinder Morgan, Inc. Non-Employee Directors Stock Awards Plan
10.2	Form of Restricted Stock Agreement
10.3	Form of Nonqualified Stock Option Agreement

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EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF RESTATEMENT OF

ARTICLES OF INCORPORATION

OF

KINDER MORGAN, INC.

The undersigned, Kinder Morgan, Inc., a Kansas corporation (the “Company”), for the purpose of amending the Certificate of Restatement of Articles of Incorporation of the Company, in accordance with the Kansas General Corporation Code, does hereby make and execute this Certificate of Amendment of the Certificate of Restatement of Articles of Incorporation and does hereby certify that:

1.

The Amendment of the Certificate of Restatement of Articles of Incorporation proposed by the directors and adopted by the stockholders of the Company is as follows:

RESOLVED, that Article Sixth, Section 2, Subparagraphs 1 and 2 of the Restated Articles of Incorporation of the Company be superseded and replaced with the following:

SECTION 2

1.  That the total number of shares of all classes of stock which the Corporation shall have the authority to issue shall be 302,200,000.

2.  That the number of shares which are to have a par value shall be 300,000,000 of the par value of $5 each, all of which shares shall be one class of common stock (hereinafter referred to as the “Common Stock”).

2.

Such amendment has been duly adopted in accordance with the provisions of Section 17-6602 of the Kansas Statutes Annotated.

I declare under penalty of perjury under the laws of the State of Kansas that the foregoing is true and correct.

Executed on the 10^th day of May, 2005.

KINDER MORGAN, INC.

By:   /s/   Richard D. Kinder

        Richard D. Kinder

        Chairman and Chief Executive Officer

Attested to:

By:/s/ Joseph Listengart

Joseph Listengart, Secretary

EX-10.1

Exhibit 10.1

KINDER MORGAN, INC. NON-EMPLOYEE DIRECTORS
STOCK AWARDS PLAN

ARTICLE 1.   Purpose of the Plan.

The Kinder Morgan, Inc. Non-Employee Directors Stock Awards Plan (the "Plan") is intended to provide a means for the granting, from time to time, of (i) the option ("Option") to purchase shares of common stock, $5.00 par value ("Common Stock"), of Kinder Morgan, Inc. (the "Company"), as hereinafter described, and/or (ii) shares of Common Stock subject to certain restrictions and conditions ("Restricted Stock"), as hereinafter described, to non-employee members of the Company's Board of Directors (the "Board") (each such director, upon receipt of an Option or a grant of Restricted Stock, a "Participant"), and thereby to promote the interests of the Company and its stockholders by increasing the potential compensation of the directors, thereby assisting the Company in its efforts to attract well-qualified individuals to serve as its directors and to retain their services. Options granted under this Plan are intended to constitute nonqualified stock options (options that do not qualify as incentive stock options within the meaning of Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code")), and the Plan shall be construed so as to carry out that intention.

ARTICLE 2.   Stock Reserved for Awards.

The aggregate number of shares of Common Stock of the Company that may be issued under the Plan shall be 500,000. Any shares of Common Stock that remain unissued and which are not subject to outstanding Options or awards of Restricted Stock at the termination of the Plan shall cease to be subject to the Plan, but, until termination of the Plan, the Company shall reserve a sufficient number of shares to meet the requirements of the Plan. Should any Option hereunder expire or terminate prior to its exercise in full, the shares theretofore subject to such Option may again be subject to an Option granted under the Plan to the extent permitted under Rule 16b-3 ("Rule 16b-3")) promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 ("Exchange Act"). Should any shares of Restricted Stock be forfeited, such shares may not again be subject to an award of Restricted Stock. Shares awarded under the Plan shall be authorized but unissued shares, or shares reacquired by the Company (except for shares of Restricted Stock forfeited and returned to the Company in accordance with the terms of the Plan), as determined from time to time by the Committee (as defined in Article 3). Shares shall be awarded and issued under the Plan only if all necessary actions shall have been taken to render such shares, when issued, validly issued, fully paid, and non-assessable. All amounts set forth hereinabove shall be subject to adjustment as provided in ARTICLE 8. Exercise of an Option in any manner shall result in a decrease in the number of shares of Common Stock which may thereafter be available, both for purposes of the Plan and for sale to any one individual, by the number of shares as to which the Option is exercised.

ARTICLE 3.   Administration of the Plan.

3.1The Plan shall be administered by the Compensation Committee (the "Committee") designated by the Board, which shall also designate the Chairman of the Committee. The Committee shall be composed entirely of not less than two (2) non-employee directors (within the meaning of Rule 16b-3.

3.2The Committee shall hold its meetings at such times and places as it may determine. A majority of its members shall constitute a quorum, and all determinations of the Committee shall be made by not less than a majority of its members. Any decision or determination reduced to writing and signed by a majority of the members shall be effective as if it had been made by a majority vote of its members at a meeting duly called and held. The Committee may designate the Secretary of the Company or other Company employees to assist the Committee in the administration of the Plan ("Delegatee"), and may grant authority to a Delegatee to execute agreements or other documents on behalf of the Committee and the Company.

3.3The Committee shall have the power and authority to interpret the Plan, to adopt rules governing its execution and administration, and to appoint and authorize a Delegatee to perform such functions in the execution and administration of the Plan (other than the interpretation of the Plan and the adoption of rules governing its execution and administration, or any other function the performance of which by such Delagatee would violate Rule 16b-3) as the Committee shall determine from time to time. All interpretations, rules, appointments, and other determinations by the Committee shall be final and conclusive, and each Participant shall be bound by such interpretations, rules, appointments, and determinations upon communication thereof to such Participant, effective as of such date, prior to, subsequent to, or concurrent with, such communication.

3.4All expenses and liabilities incurred by the Committee in the administration of the Plan shall be borne by the Company. The Committee may employ attorneys, consultants, accountants or other persons.

ARTICLE 4.   Eligibility.

The persons eligible to participate in the Plan as a Participant shall include only directors of the Company who are not salaried employees of the Company.

ARTICLE 5.   Awards.

The Committee shall determine, in its discretion, when grants of Options or Restricted Stock are to be made under the Plan and the number of shares, if any, to be awarded to each eligible director, and the terms and conditions, consistent with the terms of the Plan, upon which Options or Restricted Stock are to be awarded, and shall make awards to eligible directors for the numbers of shares and upon the terms and conditions so determined; provided, however, that the Committee shall grant Options or Restricted Stock only in amounts that are reasonable under the circumstances.

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In making its determination, the Committee may take into account such factors as the Committee in its discretion shall deem relevant.

ARTICLE 6.   Options.

6.1At any time, the Committee, in its discretion, may grant to each director an Option for a particular calendar year not to exceed 10,000 shares of Common Stock. A director receiving an Option pursuant to the Plan may purchase the shares issuable thereunder, in whole at any time, or in part from time to time, commencing on the date of grant. Each Option shall cease to be exercisable upon the expiration of a period not to exceed ten (10) years from the date of grant. Notwithstanding the foregoing, if a grant of an Option is made prior to the annual stockholders meeting for the calendar year to which such grant relates, the Option may not be exercised until the first business day after the annual stockholders meeting for such calendar year ("Vesting Date"); provided, however, that if the Participant to whom such Option is granted is not a director on the Option's Vesting Date, such Option shall immediately expire and may not be exercised.

6.2Each Option shall be evidenced by a written agreement between the Company and the Participant ("Option Agreement") which shall contain such terms and conditions as may be approved by the Committee, including, but not limited to, the number of shares of Stock that may be purchased under the Option and the price per share of Common Stock purchasable under the Option ("Option Price"). The terms and conditions of the respective Option Agreements need not be identical.

6.3The Option Price of Common Stock issued under each Option shall be determined by the Committee, but such Option Price shall not be less than the fair market value of Common Stock subject to the Option on the date the Option is granted. For all purposes under the Plan, the fair market value of a share of Common Stock on a particular date shall be equal to the closing sales price of the Common Stock reported on the New York Stock Exchange Composite Tape on that date; or, if no prices are reported on that date, on the last preceding date on which such prices of the Common Stock are so reported. In the event Common Stock is not publicly traded at the time a determination of its value is required to be made hereunder, the determination of its fair market value shall be made by the Committee in such manner as it deems appropriate.

6.4An Option may be exercised by giving written notice to the Company addressed to the attention of the Vice President of Human Resources and Administration or the General Counsel (i) specifying the number of shares to be purchased and accompanied by payment therefor in full, and (ii) unless the Company consents to the contrary, representing that all shares purchased are being acquired for investment and not with a view to, or for resale in connection with, any distribution of said shares.

6.5No Option granted under the Plan shall be transferable otherwise than by will or the laws of descent and distribution and shall be exercisable, during his or her lifetime, only by the Participant to whom an Option is granted. Except as permitted by the preceding sentence, no Option or any right thereunder shall be transferred, assigned, pledged or hypothecated in any way (whether

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by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt so to transfer, assign, pledge, hypothecate or otherwise dispose of, or be subject to execution, attachment or similar process, any option, or of any right thereunder, contrary to the provisions hereof, such Option and all rights thereunder shall immediately become null and void. Notwithstanding the foregoing, if a Participant obtains the approval of the Committee after making a request to the Committee in writing, the Participant may transfer or assign an Option for estate planning purposes or to a charity.

6.6Each Option shall be subject to the requirement that, if at any time the Board determines, in its discretion, that the listing, registration or qualification of the shares subject to such Option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issue or purchase of shares thereunder, such Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained and the same shall have been free of any conditions not acceptable to the Board. The Company may require that certificates evidencing shares issued upon the exercise of any Option bear an appropriate legend indicating that the sale, transfer or other disposition thereof by the holder is prohibited unless such shares have been registered under the Securities Act of 1933, as amended, for transfer in accordance with the intended method of distribution or the Company shall have been furnished with an opinion of counsel satisfactory to it to the effect that such registration is not required.

ARTICLE 7.  Restricted Stock.

7.1Each grant of Restricted Stock shall be evidenced by a written agreement between the Company and the Participant ("Restricted Stock Agreement") which shall contain such terms and conditions as may be approved by the Committee. A fully executed original counterpart of the Restricted Stock Agreement shall be provided to the Company and the Participant.

7.2Shares of Common Stock that are the subject of an award of Restricted Stock shall be subject to restrictions on disposition by the Participant and an obligation of the Participant to forfeit and surrender the shares to the Company under certain circumstances (the "Forfeiture Restrictions"). The Forfeiture Restrictions shall be determined by the Committee in its sole discretion and set forth in the Restricted Stock Agreement. The Committee may, at any time and from time to time after the granting of an award of Restricted Stock under the Plan, specify such additional terms and conditions with respect to such award as may be deemed necessary or appropriate to assure compliance with any and all applicable laws. The terms and conditions (including Forfeiture Restrictions) with respect to any award of Restricted Stock, or with respect to any award to any Participant, need not be identical to the terms and conditions with respect to any other award, or with respect to any award to any other Participant.

7.3The Committee may, in its sole discretion, prescribe additional terms, conditions or restrictions relating to awards of Restricted Stock, including, but not limited to, rules pertaining to

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the termination of service (by retirement, disability, death or otherwise) of a Participant prior to the lapse of the Forfeiture Restrictions. Such additional terms, conditions or restrictions shall be set forth in the Restricted Stock Agreement. The Restricted Stock Agreement may also include, without limitation, provisions relating to (i) tax matters (including provisions (A) covering any applicable wage withholding requirements and (B) prohibiting an election by the Participant under Code Section 83(b)), and (ii) any other matters not inconsistent with the terms and provisions of this Plan that the Committee shall in its sole discretion determine. The terms and conditions of the respective Restricted Stock Agreements need not be identical.

7.4Unless otherwise provided in his or her Restricted Stock Agreement, a Participant shall have the right to receive dividends with respect to shares subject to an award of Restricted Stock, to vote such shares and to enjoy all other stockholder rights, except that (i) the Participant shall not be entitled to delivery of the stock certificate until the Forfeiture Restrictions have lapsed, (ii) the Company shall retain custody of the shares until the Forfeiture Restrictions have lapsed, (iii) the Participant may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the shares until the Forfeiture Restrictions have lapsed, and (iv) a breach of the terms and conditions established by the Committee pursuant to the Restricted Stock Agreement shall cause a forfeiture of the shares by the Participant. Certificates for shares subject to awards of Restricted Stock shall, at the option of the Company, bear the following legend:

THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE KINDER MORGAN, INC. NON-EMPLOYEE DIRECTORS STOCK AWARDS PLAN AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND KINDER MORGAN, INC. A RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE OBTAINED ONLY IN ACCORDANCE WITH THE PROVISIONS OF SUCH PLAN AND AGREEMENT, A COPY OF EACH OF WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF KINDER MORGAN, INC.

7.5Notwithstanding any other provision in this paragraph to the contrary, the Committee, in its sole discretion, may, upon a Participant's termination of service for any reason, waive any restrictions, terms, conditions and Forfeiture Restrictions on all or a portion of any shares theretofore awarded to such Participant, and upon such action taken by the Committee, the Company shall thereupon deliver or cause to be delivered to such Participant or legal representative the certificate or certificates for such shares, free of the legend provided in Section 7.4.

7.6Upon expiration, with respect to shares of Restricted Stock awarded under the Plan, of the applicable Forfeiture Restrictions, such shares shall be released from all further restrictions and prohibitions under this ARTICLE, any similar restrictions and prohibitions under the Restricted Stock Agreement, and all of the forfeiture provisions of the Plan, and the Company shall thereupon deliver or cause to be delivered to such Participant or legal representative the certificate or certificates for such shares, free of the legend provided in Section 7.4. Upon the occurrence of a

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Change in Control (as defined in ARTICLE 9) all shares of Common Stock subject to an award of Restricted Stock shall be released from all Forfeiture Restrictions, and the Company shall thereupon deliver or cause to be delivered to such Participant or legal representative the certificate or certificates for such shares, free of the legend provided in Section 7.4.

ARTICLE 8.  Recapitalization or Reorganization.

8.1Except as hereinafter otherwise provided, Options and awards of Restricted Stock and any agreements evidencing Options and awards of Restricted Stock shall be subject to adjustment by the Committee at its discretion as to the number of shares of Common Stock and the Option Price in the event of changes in the outstanding Common Stock by reason of stock dividends, stock splits, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges or other relevant changes in capitalization occurring after the date of the grant of any Options and awards of Restricted Stock.

8.2The existence of the Plan and the Options and awards of Restricted Stock granted hereunder shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company's capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities having any priority or preference with respect to or affecting Common Stock or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.

8.3The shares with respect to which Options and awards of Restricted Stock may be granted are shares of Common Stock as presently constituted, but if, and whenever, prior to the expiration of an Option or award of Restricted Stock theretofore granted, the Company shall effect a subdivision or consolidation of shares of Common Stock or the payment of a stock dividend on Common Stock without receipt of consideration by the Company, the number of shares of Common Stock with respect to which such Option or award of Restricted Stock may thereafter pertain (i) in the event of an increase in the number of outstanding shares shall be proportionately increased, and (ii) in the event of a reduction in the number of outstanding shares shall be proportionately reduced, and in the case of an Option, the Option Price shall be appropriately adjusted as necessary.

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ARTICLE 9.  Change in Control.

Upon the occurrence of a Change in Control, the Committee may take any action with respect to outstanding Restricted Stock that it deems appropriate, including but not limited to causing the Forfeiture Restrictions to lapse; provided, however, that if a Change in Control occurs and, in connection with or as a result of such Change in Control, Richard D. Kinder no longer holds or does not continue to hold the office of Chairman of the Company, to the extent any shares of Restricted Stock are subject to Forfeiture Restrictions, such Forfeiture Restrictions shall lapse, and the Company shall thereupon deliver or cause to be delivered to each Participant or legal representative the certificate or certificates for such shares, free of the legend provided in Section 7.4. Upon the occurrence of a Change in Control, there shall be substituted for each share of Common Stock then subject to an Option, the number and kind of shares of stock, or other securities into which each outstanding share of Common Stock shall be converted by such Change in Control. As used herein, the term "Change in Control" shall mean the occurrence with respect to the Company of any of the following events:

(a)any "person," as such term is used in Section 13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities;

(b)during any period of two consecutive years (not including any period prior to the effective date of the Plan), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraph (a), (c) or (d) of this Article 9) whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason other than normal retirement, death or disability to constitute at least a majority thereof;

(c)the shareholders of the Company approve a merger or consolidation of the Company with any other person, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities for the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or surviving entity outstanding immediately after such merger or consolidation, or (ii) a merger in which the Company is the surviving entity but no "person" (as defined above) acquires more than fifty percent (50%) of the combined voting power of

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the Company's then outstanding securities; or

(d)the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets (or any transaction having a similar effect).

ARTICLE 10.  Effective Date, Amendment and Termination of the Plan.

10.1The Plan shall become effective as of January 18, 2005, subject to stockholder approval at the 2005 annual stockholders meeting, and shall be effective for ten years thereafter (the "Plan Expiration Date"). If stockholder approval of the Plan is not obtained at the 2005 annual stockholders meeting, any Options and awards of Restricted Stock theretofore granted under the Plan shall immediately expire. No Options or awards of Restricted Stock shall be granted under the Plan after the Plan Expiration Date, but any outstanding Options or awards of Restricted Stock theretofore granted shall extend beyond that date in accordance with their provisions.

10.2The Board may amend, alter or discontinue the Plan, but no amendment or alteration shall be made which would impair the rights of any Participant under any Option or award of Restricted Stock granted without his consent, and no such action of the Board shall be taken without approval of the Company's shareholders if such approval is required to comply with Rule 16b-3 or any rule promulgated by the New York Stock Exchange.

ARTICLE 11.  Miscellaneous.

11.1The Plan does not, directly or indirectly, create any right for the benefit of any directors to receive any Options or awards of Restricted Stock under the Plan, or create in any directors any right with respect to continuation of service as a director.

11.2The grantee of an Option or award of Restricted Stock shall not, with respect to such grant, be deemed to have become a Participant or to have any rights with respect to such Option or award of Restricted Stock until and unless such grantee shall have executed an Option Agreement or Restricted Stock Agreement, as applicable, and delivered a fully executed copy thereof to the Company, and otherwise complied with the terms and conditions as to which compliance is in order at the time of the granting of such Option or award of Restricted Stock.

11.3The provisions of the Plan and the terms and conditions of any Option or award of Restricted Stock shall, in accordance with their terms, be binding upon, and inure to the benefit of, all successors of each Participant, including, without limitation, such Participant's estate and the executors, administrators, or trustees thereof, heirs and legatees, and any receiver, trustee in bankruptcy, or representative of creditors of such Participant.

11.4Notwithstanding anything to the contrary expressed in the Plan, any provisions that vary from or conflict with any applicable federal or state securities laws (including any regulations

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promulgated thereunder) shall be deemed to be modified to conform to and comply with such laws. Without limiting the generality of the foregoing, it is the intention of the Company that the Plan shall comply in all respects with Rule 16b-3, and if any Plan provision, Option or Restricted Stock is later found not to be in compliance with Section 16 of the Exchange Act, the provision, Option or Restricted Stock shall be construed or deemed amended to conform to Rule 16b-3. Notwithstanding anything in the Plan to the contrary, the Board, in its absolute discretion, may bifurcate the Plan so as to restrict, limit or condition the use of any provision of the Plan to Participants who are subject to Section 16 of the Exchange Act without so restricting, limiting or conditioning the Plan with respect to other Participants.

11.5In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as though the illegal or invalid provision had not been included.

ARTICLE 12.  Jurisdiction.

All provisions of the Plan shall be construed in accordance with the laws of Texas except to the extent pre-empted by Federal law.

IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the foregoing, Kinder Morgan, Inc. has caused these presents to be duly executed in its name and on its behalf by its proper officers thereunto duly authorized this _____day of __________________, _____.

Kinder Morgan, Inc.

By:

Name:

Title:

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EX-10.2

Exhibit 10.2

KINDER MORGAN, INC.
NON-EMPLOYEE DIRECTOR
RESTRICTED STOCK AGREEMENT

Restricted Stock Agreement made effective the ____ day of ___________, ______ ("Date of Grant"), between Kinder Morgan, Inc., a Kansas Corporation (the "Company"), and _______________________ ("Director").

1. Award.The Company hereby makes a grant of Restricted Shares (as defined below) subject to the terms and conditions contained herein and in the Plan (as defined below).

(a)	Shares.Pursuant to the Kinder Morgan, Inc. Non-Employee Directors Stock Awards Plan (the "Plan"), _______ shares (the "Restricted Shares") of the Company's common stock, par value $5.00 per share ("Stock"), shall be issued as hereinafter provided in Director's name subject to certain restrictions thereon.
(b)	Issuance of Restricted Shares. The Restricted Shares shall be issued upon acceptance hereof by Director and upon satisfaction of the conditions of this Agreement.
(c)	Plan Incorporated. Director acknowledges receipt of a copy of the Plan and agrees that this award of Restricted Shares shall be subject to all of the terms and conditions set forth in the Plan, including future amendments thereto, if any, pursuant to the terms thereof, which Plan is incorporated herein by reference as a part of this Agreement.

2. Restricted Shares.Director hereby accepts the Restricted Shares when issued and agrees with respect thereto as follows:

(a) Forfeiture Restrictions.To the extent then subject to the Forfeiture Restrictions (as hereinafter defined), the Restricted Shares granted hereunder may not be sold, assigned, transferred, exchanged, pledged, hypothecated or encumbered by Director, and no such sale, assignment, transfer, exchange, pledge, hypothecation or encumbrance, whether made or created by voluntary act of Director or any agent of Director or by operation of law, shall be recognized by, or be binding upon, or shall in any manner affect the rights of, the Company or any agent or any custodian holding certificates for the Restricted Shares. In the event that the Director's service as a director of the Company is terminated prior to the lapse of the Forfeiture Restrictions as provided in (b) below (i) by the Company for Cause, or (ii) by voluntary resignation, Director shall, for no consideration, forfeit to the Company all Restricted Shares to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender Restricted Shares to the Company upon termination of employment are herein referred to as "Forfeiture Restrictions." For purposes of this Agreement - "Cause" is defined as:

(1)	an act by the Director of willful misrepresentation, fraud or willful dishonesty intended to result in substantial personal enrichment at the expense of the Company;
(2)	the Director's willful misconduct with regard to the Company that is intended to have a material adverse impact on the Company;
(3)	the Director's material, willful and knowing violation of Company guidelines or policies or the Director's fiduciary duties which has or is intended to have a material adverse impact on the Company;
(4)	the Director's willful or reckless behavior in the performance of his or her duties which has a material adverse impact on the Company;
(5)	the Director's willful failure to perform his or her duties or to follow a written direction of the Chairman or the board of directors of the Company;
(6)	the Director's conviction of, or pleading nolo contendere or guilty to, a felony; or
(7)	any other willful material breach by the Director of his or her obligations to the Company that is not cured within 20 days of receipt of written notice from the Company.

(b) Lapse of Forfeiture Restrictions.The Restricted Shares shall be divided into increments and, except as provided below, the Forfeiture Restrictions shall lapse and cease to apply to Restricted Shares according to the following schedule ("Vesting Schedule"):
  

Date Restricted Shares
 of Grant to Vest

  
  
Upon the occurrence of a Change in Control (as defined in the Plan), the Committee may take any action with respect to the Restricted Shares that it deems appropriate, including but not limited to causing the Forfeiture Restrictions to lapse; provided, however, that if a Change in Control occurs and, in connection with or as a result of such Change in Control, Richard D. Kinder no longer holds or does not continue to hold the office of Chairman of the Company, all Restricted Shares shall vest and the Forfeiture Restrictions shall lapse. If the Director's service as a director of the Company is terminated for any reason (including death, disability, or the Director's failure to be elected as a director at a stockholders meeting at which such Director is considered for election) other than (i) by the Company for Cause, or (ii) by voluntary resignation, to the extent the Restricted Shares are subject to Forfeiture Restrictions on the date of such termination, such Forfeiture Restrictions shall lapse.

Restricted Shares with respect to which Forfeiture Restrictions have lapsed shall cease to be subject to any Forfeiture Restrictions, and the Company, pending payment of corresponding taxes, shall provide the Director a certificate (without the legend referenced in Section 2(c)) below representing the shares as to which the Forfeiture Restrictions have lapsed.

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If the service of Director as a director of the Company shall terminate prior to the lapse of the Forfeiture Restrictions, and there exists a dispute between Director and the Company or the Committee (as defined in the Plan) as to the satisfaction of the conditions to the lapse of the Forfeiture Restrictions or the terms and conditions of the grant, the Restricted Shares shall remain subject to the Forfeiture Restrictions until the resolution of such dispute, except that any dividends that may be payable to the holders of record of Stock as of a date during the period from termination of Director's service as a director to the resolution of such dispute shall:

(1)to the extent to which such dividends would have been payable to Director on the Restricted Shares, be held by the Company as part of its general funds, and shall be paid to or for the account of Director only upon, and in the event of, a resolution of such dispute in a manner favorable to Director, and then only with respect to such of the Restricted Shares as to which such resolution shall be so favorable, and

(2)be retained by the Company in the event of a resolution of such dispute in a manner unfavorable to Director only with respect to such of the Restricted Shares as to which such resolution shall be so unfavorable.

(c) Certificates. One or more certificates evidencing the Restricted Shares shall be issued by the Company in Director's name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Director shall have voting rights and shall be entitled to receive all dividends unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. Each certificate shall bear the following legend:

THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE KINDER MORGAN, INC. NON-EMPLOYEE DIRECTORS STOCK AWARDS PLAN AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND KINDER MORGAN, INC. A RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE OBTAINED ONLY IN ACCORDANCE WITH THE PROVISIONS OF SUCH PLAN AND AGREEMENT, A COPY OF EACH OF WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF KINDER MORGAN, INC.

Until the Forfeiture Restrictions have lapsed, (i) Director shall not be entitled to delivery of the stock certificate, (ii) the Company shall retain custody of the stock certificate, and (iii) the Participant may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the shares. A breach by Director of the terms and conditions of this Agreement shall cause a forfeiture of the shares by Director. Upon request of the Committee, Director shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the

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lapse of the Forfeiture Restrictions without forfeiture, the Company shall deliver to Director a certificate without legend evidencing the vested Restricted Shares with respect to which Forfeiture Restrictions have lapsed, and shall retain a certificate representing unvested Restricted Shares still subject to Forfeiture Restrictions. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

3.	Status of Stock.Director agrees that, notwithstanding anything to the contrary herein, the Restricted Shares may not be sold, transfered, pledged, exchanged, hypothecated or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws. Director also agrees that (i) certificates shall bear the legend or legends as the Committee deems appropriate in order to assure compliance with applicable securities laws, (ii) the Company may refuse to register the transfer of the Restricted Shares on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law, and (iii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Shares.
4.	Changes in Capital Structure.If the outstanding shares of Stock or other securities of the Company, or both, shall at any time be changed or exchanged by declaration of a stock dividend, stock split, combination of shares, or recapitalization, the number and kind of shares of Stock or other securities subject to the Restricted Shares shall be appropriately and equitably adjusted in accordance with the terms of the Plan.
5.	Status as Director.For purposes of this Agreement, Director shall be considered to be in service as a director of the Company as long as Director remains a director of the Company or any successor corporation or other legal entity. Any question as to whether and when there has been a termination of such service, and the cause of such termination, shall be determined by the Committee in its sole discretion, and its determination shall be final.
6.	Committee's Powers.No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering, any of the powers, rights or authority vested in the Committee pursuant to the terms of the Plan, including, without limitation, the Committee's rights to make certain determinations and elections with respect to the Restricted Shares.
7.	Binding Effect.The provisions of the Plan and the terms and conditions of this Agreement shall, in accordance with their terms, be binding upon, and inure to the benefit of, all successors of Director, including, without limitation, Director's estate and the executors, administrators, or trustees thereof, heirs and legatees, and any receiver, trustee in

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	bankruptcy, or representative of creditors of Director. This Agreement shall be binding upon and inure to the benefit of any successors to the Company.
8.	Agreement Subject to Plan.This Agreement is subject to the Plan. The terms and provisions of the Plan (including any subsequent amendments thereto) are hereby incorporated herein by reference thereto. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. All definitions of words and terms contained in the Plan shall be applicable to this Agreement.
9.	Governing Law.This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and Director has executed this Agreement, all effective as of the date of first above written.

	/s/ Joseph Listengart
	Joseph Listengart VP, General Counsel, Kinder Morgan, Inc.
Print Director Name	Director Signature

  Director Social Security Number

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EX-10.3

Exhibit 10.3

KINDER MORGAN, INC.
NON-EMPLOYEE DIRECTOR
NONQUALIFIED STOCK OPTION AGREEMENT

This Nonqualified Stock Option Agreement ("Option Agreement") is between Kinder Morgan, Inc., a Kansas corporation (the "Company"), and , BOD NAME ("Optionee"), who agree as follows:

Section 1.  Introduction.  The Company has heretofore adopted the Kinder Morgan, Inc. Non-Employee Directors Stock Awards Plan (the "Plan") for the purpose of promoting the interests of the Company and its stockholders by aligning the compensation of the non-employee members of the Company's Board of Directors (the "Board") with shareholder interests. The Company, acting through the Committee (as defined in the Plan), has determined that its interests will be advanced by the issuance to Optionee of a nonqualified stock option under the Plan.

Section 2.  Option.  Subject to the terms and conditions contained herein, the Company hereby grants to Optionee the right and option ("Option") to purchase from the Company # OF SHARES shares of the Company's common stock, $5.00 par value ("Common Stock"), at a price of $________ per share.

Section 3.  Option Period.  The Option herein granted may be exercised by Optionee in whole or in part at any time during a ten year period (the "Option Period") beginning on _______________________________ (the "Date of Grant"). Notwithstanding the foregoing, this Option may not be exercised until the first business day after the annual stockholders meeting held in _______ ("Vesting Date"), and only if Optionee is a non-employee director of the Company on the Vesting Date. If Optionee is not a non-employee director of the Company on the Vesting Date, this Option shall immediately expire and shall not be exercisable.

Section 4.  Procedure for Exercise.  The Option herein granted may be exercised by the delivery by Optionee of notice to the General Counsel or Vice President of Human Resources and Administration of the Company setting forth the number of shares of Common Stock with respect to which the Option is being exercised. Promptly upon notice, Optionee will remit (i) cash, wire transfer of immediately available funds, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing "mature shares" of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, or (iii) any combination of the preceding, equal in value to the aggregate exercise price. For purposes of this Option Agreement, "mature shares" means shares of Common Stock that Optionee has held free of any transferability restrictions or risk of forfeiture for at least six (6) months. Unless the Company consents to the contrary, the Notice shall be accompanied by a representation by Optionee that all shares purchased are being acquired for investment and not with a view to, or for resale in connection with, any distribution of said shares. This Option shall be deemed to have been exercised immediately prior to the close of business on the date (i) notice of such exercise and (ii) payment in full of the exercise price for the number of share for which Options are being exercised, are both received by the Company and Optionee shall be treated for all purposes as the record holder of such shares of Common Stock as of such date.

As promptly as practicable after receipt of such notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4 or otherwise credits a brokerage account designated by Optionee.

Section 5.  Termination of Board Membership.  If Optionee's membership on the Board is terminated for any reason other than his or her death, this Option may be exercised by Optionee at any time prior to the end of the calendar year containing the Date of Grant, or within twelve (12) months after the termination of Board membership, whichever is longer (but in no event after the expiration of ten (10) years from the Date of Grant) with respect to all or any part of the number of shares remaining subject to the Option. At the end of such period, this Option shall expire. If Optionee's membership on the Board is terminated by reason of his or her death, this Option may be exercised by his or her estate or the person or persons who acquire the right to exercise this Option by bequest or inheritance at any time within one (1) year after the date of death to the extent Optionee was entitled to exercise the Option at the time of his or her death (but in no event after the expiration of a period of ten (10) years from the Date of Grant) with respect to all or any part of the number of shares remaining subject to the Option. At the end of such period, this Option shall expire.

Section 6.  Transferability.  This Option shall not be transferable otherwise than by will or the laws of descent and distribution; provided, however, that if Optionee obtains the approval of the Committee after making a request to the Committee in writing, Optionee may transfer or assign this Option for estate planning purposes or to a charity. Any heir, legatee or transferee of Optionee shall take rights herein granted subject to the terms and conditions hereof. No transfer of this Option shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and a copy of such evidence as the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions hereof. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of, or be subject to execution, attachment or similar process, this Option, or of any right hereunder, in a manner not permitted by the Plan or this Option Agreement, this Option and all rights hereunder shall immediately become null and void.

Section 7.  No Rights as Stockholder.  Optionee shall have no rights as a stockholder with respect to any shares of Common Stock covered by this Option Agreement until the Option is exercised by written notice and accompanied by payment as provided in Section 4 of this Option Agreement.

Section 8.  Extraordinary Corporate Transactions.  The existence of outstanding Options shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations, exchanges or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issuance of Common Stock or other securities or subscription rights thereto, or any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or

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proceedings, whether of a similar character or otherwise. In the event of any merger, consolidation or other reorganization of the Company with any other corporation or corporations in which the Company is not the survivor, there shall be substituted for each share of Common Stock then subject to this Option, the number and kind of shares of stock, or other securities into which each outstanding share of Common Stock shall be converted by such merger, consolidation or reorganization. In the event of any such adjustment, the purchase price per share of this Option shall be proportionately adjusted as necessary.

Section 9.  Changes in Capital Structure.  If the outstanding shares of Common Stock or other securities of the Company, or both, for which the Option is then exercisable shall at any time be changed or exchanged by declaration of a stock dividend, stock split or combination of shares, the number and kind of shares of Common Stock or other securities subject to the Option, and the purchase price, shall be appropriately and equitably adjusted so as to maintain the proportionate number of shares or other securities without changing the aggregate exercise price.

Section 10.  Compliance With Securities Laws.  Upon the acquisition of any shares pursuant to the exercise of the Option herein granted, Optionee (or any person acting under Section 6) will enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws or with this Option Agreement. If at any time the Board determines, in its discretion, that the listing, registration or qualification of the shares subject to this Option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issue or purchase of shares thereunder, this Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained and the same shall have been free of any conditions not acceptable to the Board.

Section 11.  Compliance With Laws.  Notwithstanding any of the other provisions hereof, Optionee agrees that he or she will not exercise the Option granted hereby, and that the Company will not be obligated to issue any shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares of Common Stock would constitute a violation by Optionee or by the Company of any provision of any law or regulation of any governmental authority.

Section 12.  Withholding of Tax.  To the extent that the exercise of this Option or the disposition of shares of Common Stock acquired by exercise of this Option results in compensation income to Optionee for federal or state income tax purposes, Optionee shall be solely responsible to meet its obligation under applicable tax laws or regulations.

Section 13.  No Right to Board Membership.  Optionee shall be considered to be in service as a director so long as he or she remains a member of the Board. Any questions as to whether and when there has been a termination of Board membership and the cause of such termination shall be determined by the Committee, and its determination shall be final. Nothing contained herein shall be construed as conferring upon Optionee the right to continue service as a director.

Section 14.  Resolution of Disputes.  As a condition of the granting of the Option hereby, Optionee and Optionee's heirs, personal representatives, successors and transferees agree that

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any dispute or disagreement which may arise hereunder shall be determined by the Committee in its sole discretion and judgment, and that any such determination and any interpretation by the Committee of the terms of this Option Agreement shall be final and shall be binding and conclusive, for all purposes, upon the Company, Optionee, and Optionee's heirs, personal representatives, successors and transferees.

Section 15.  Legends on Certificate.  The certificates representing the shares of Common Stock purchased by exercise of the Option will be stamped or otherwise imprinted with legends in such form as the Company or its counsel may require with respect to any applicable restrictions on sale or transfer and the stock transfer records of the Company will reflect stop-transfer instructions with respect to such shares.

Section 16.  Notices.  Every notice hereunder shall be in writing and shall be given by registered or certified mail. All notices of the exercise of any Option hereunder shall be directed to Kinder Morgan, Inc., One Allen Center, 500 Dallas Street, Suite 1000, Houston, Texas 77002, Attention: General Counsel or Vice President of Human Resources and Administration. Any notice given by the Company to Optionee directed to Optionee at the address on file with the Company shall be effective to bind Optionee and any other person who shall acquire rights hereunder. The Company shall be under no obligation whatsoever to advise Optionee of the existence, maturity or termination of any of Optionee's rights hereunder and Optionee shall be deemed to have familiarized himself or herself with all matters contained herein and in the Plan which may affect any of Optionee's rights or privileges hereunder.

Section 17.  Construction and Interpretation.  Whenever the term "Optionee" is used herein under circumstances applicable to any other person or persons to whom this Option, in accordance with the provisions of Section 6 hereof, may be transferred, the word "Optionee" shall be deemed to include such person or persons.

Section 18.  Agreement Subject to Plan.  This Option Agreement is subject to the Plan. The terms and provisions of the Plan (including any subsequent amendments thereto) are hereby incorporated herein by reference thereto. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. All definitions of words and terms contained in the Plan shall be applicable to this Option Agreement.

Section 19.  Binding Effect.  This Option Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under Optionee as provided herein.

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Section 20.  Entire Agreement; Amendment.  This Option Agreement and any other agreements and instruments contemplated by this Option Agreement contain the entire agreement of the parties, and this Option Agreement may be amended only in writing signed by both parties.

IN WITNESS WHEREOF, this Nonqualified Stock Option Agreement has been executed as of the _____ day of ___________, ________.

KINDER MORGAN, INC.

/s/ Joseph Listengart

Joseph Listengart
VP, General Counsel
  
      

Print Name

Signature

Social Security Number

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