Exhibit 7.02

                              GOLDMAN, SACHS & CO.
                       GOLDMAN SACHS CREDIT PARTNERS L.P.
                                 85 BROAD STREET
                            NEW YORK, NEW YORK 10004



PERSONAL AND CONFIDENTIAL


May 28, 2006

Richard D. Kinder
c/o Kinder Morgan, Inc.
500 Dallas Street,
Suite 1000
Houston, Texas 77002

GS Capital Partners V Fund, L.P.
85 Broad Street
New York, New York 10004

AIG Global Asset Management Holdings Corp.
70 Pine Street
New York, NY 10270

The Carlyle Group
1001 Pennsylvania Avenue, NW
Suite 200 South
Washington, DC 20004-2505

Riverstone Holdings LLC
712 Fifth Avenue
51st Floor
New York, NY 10019


Ladies and Gentlemen:

                  You have advised Goldman, Sachs & Co. ("Goldman Sachs") and
Goldman Sachs Credit Partners L.P. ("GS Credit Partners" and together with
Goldman Sachs, "we" or "us") that Richard D. Kinder, GS Capital Partners V Fund,
L.P., AIG Global Asset Management Holdings Corp., The Carlyle Group and
Riverstone Holdings LLC (the "Sponsors") are submitting a proposal to acquire
(the "Acquisition") all of the outstanding capital stock of Kinder Morgan, Inc.
(the "Acquired Business"). You have advised us that the Acquisition will be
financed from a combination of equity contributed by the Sponsors in cash and
the rollover and/or purchase of equity by Richard Kinder and certain other
members of management of the Acquired Business (the "Equity Contribution") and
funded indebtedness of approximately $14.5 billion to be incurred by the
Acquired Business under (1) one or more senior and/or subordinated credit
facilities (the "Credit Facilities"), (2) through the sale or placement of
senior and/or subordinated debt securities (the "Securities") or, in the event
market conditions do not permit the issuance of the Securities at the closing of


the Acquisition, interim financing in lieu thereof consisting of additional
Credit Facilities and/or (3) the assumption of certain existing indebtedness of
the Acquired Business, including indebtedness consisting of trust preferred
securities ("Existing Indebtedness"). You have consulted with Goldman Sachs and
GS Credit Partners, respectively, concerning the sale of the Securities and the
structuring and syndication of the Credit Facilities.

                  Based on the information that you have provided to us to date
and publicly available information, our analysis of the current market for loans
and securities issued by entities engaged in similar industries and for
transactions of this type and subject to the foregoing and such other matters as
we consider relevant, we are pleased to inform you that, as of the date hereof,
we are highly confident that the sale and placement of the Securities and the
structuring and syndication of the Credit Facilities can be accomplished by
Goldman Sachs and GS Credit Partners, respectively, as part of the financing for
the Acquisition as described above. We are pleased to confirm that we have
received approval from our respective credit committees to deliver this letter
to you.

                  Obtaining financing for the Acquisition is inherently subject
to uncertainties and contingencies beyond our control; accordingly, this letter
is not a commitment to place or purchase the Securities or to place, purchase or
provide any loans under the Credit Facilities, and there can be no assurance
that the sale and placement of the Securities and/or the structuring and
syndication of the Credit Facilities will in fact be accomplished. The provision
of any such commitment would be subject to satisfactory completion of due
diligence, satisfactory structure and documentation for the Acquisition and the
financing and any such commitment, if issued by us, would be subject to
satisfaction of conditions that are customary for these types of financings of
acquisitions of public companies with you or your affiliates. In connection with
this letter, we have relied without independent verification upon the accuracy
and completeness of all of the financial, accounting, tax and other information
reviewed by us for purposes of this letter.

                  In addition, please note that Goldman Sachs and GS Credit
Partners do not provide, and nothing herein shall be construed to be,
accounting, tax or legal advice.



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                                           Very truly yours,

                                           /s/ Goldman, Sachs & Co.
                                           ------------------------------------
                                           (Goldman, Sachs & Co.)



                                           Goldman Sachs Credit Partners L.P.

                                           By: /s/ William W. Archer
                                               --------------------------------
                                               Authorized Signatory





















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