SC 13E3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)

KINDER MORGAN, INC.

(Name of the Issuer)

Kinder Morgan, Inc.
Knight Holdco LLC
Knight Acquisition Co.
Richard D. Kinder
William V. Morgan
Portcullis Partners, LP
Portcullis G.P., LLC
Michael C. Morgan Fayez Sarofim
C. Park Shaper
Steven J. Kean
David D. Kinder
Joseph Listengart
Kimberly Allen Dang
James E. Street

(Name of Person(s) Filing Statement)

Common Stock, par value $5.00 per share

(Title of Class of Securities)

49455P101

(CUSIP Number of Class of Securities)

Kinder Morgan, Inc.
c/o Joseph Listengart
Vice President, General Counsel and Secretary
500 Dallas Street, Suite 1000
Houston, Texas 77002
(713) 369-9000 Knight Holdco LLC
Knight Acquisition Co.
c/o Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attn: Daniel A. Neff
Attn: David M. Silk
Attn: Mitchell S. Presser
Attn: Igor Kirman
(212) 403-1000

(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)

Copies to:

Gary W. Orloff
R. Daniel Witschey, Jr.
Bracewell & Giuliani LLP
711 Louisiana Street
Suite 2300
Houston, Texas 77002
(713) 223-2300 Michael P. Rogan
Stephen W. Hamilton
Frank Ed Bayouth
Skadden, Arps, Slate,
Meagher & Flom LLP
1440 New York Ave., N.W.
Washington, D.C. 20005
(713) 371-7000 James R. Westra
R. Jay Tabor
Weil, Gotshal & Manges LLP
100 Federal Street, Floor 34
Boston, Massachusetts 02110
(617) 772-8300 Daniel A. Neff
David M. Silk
Mitchell S. Presser
Igor Kirman
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
(212) 403-1000

This statement is filed in connection with (check the appropriate box):

(a)	x   The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or
Rule 13e-3(c) under the Securities Exchange Act of 1934.
(b)	o   The filing of a registration statement under the Securities Act of 1933.
(c)	o   A tender offer.
(d)	o   None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: x

Check the following box if the filing is a final amendment reporting the results of the transaction: o

Calculation of Filing Fee

Transaction Valuation*	Amount of Filing Fee**
$14,589,655,838	$1,561,094

* Calculated solely for the purpose of determining the filing fee. The transaction valuation is determined based upon the sum of (a) the product of (i) 133,990,784 shares of Kinder Morgan common stock outstanding on September 19, 2006, and (ii) the merger consideration of $107.50 per share (equal to $14,404,009,280) and (b) an aggregate of $185,646,558 expected to be paid upon the cancellation of outstanding options having an exercise price less than $107.50 or in connection with restricted stock or restricted stock units under certain stock or benefit plans (the “Total Consideration”).

** In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, and Rule 0-11(c)(1) promulgated thereunder, the filing fee was determined by multiplying 0.000107 by the Total Consideration.

x Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing.

Amount Previously Paid: $1,561,094

Form or Registration No.: Schedule 14A

Filing Party:  Kinder Morgan, Inc.

Date Filed: September 22, 2006

INTRODUCTION

This Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed by (1) Kinder Morgan, Inc., a Kansas corporation (“Kinder Morgan” or the “Company”), the issuer of the Kinder Morgan common stock, par value $5.00 per share, that is subject to the Rule 13e-3 transaction, (2) Knight Holdco LLC (“Parent”), a Delaware limited liability company, (3) Knight Acquisition Co. (“Acquisition Co.”), a Kansas corporation that is a wholly owned subsidiary of Parent, (4) Richard D. Kinder, Chairman of the Board of Directors and Chief Executive Officer of Kinder Morgan, and (5) Portcullis Partners, LP, a Texas limited partnership (“Portcullis Partners”), Portcullis G.P., LLC, a Texas limited liability company that is the general partner of Portcullis Partners (“Portcullis GP”), William V. Morgan, the former President, Vice Chairman and director of Kinder Morgan and the Manager of Portcullis GP, Michael C. Morgan, a director of Kinder Morgan, Fayez Sarofim, a director of Kinder Morgan, C. Park Shaper, the President of Kinder Morgan, Steven J. Kean, Executive Vice President and Chief Operating Officer of Kinder Morgan, David D. Kinder, Vice President, Corporate Development and Treasurer of Kinder Morgan, Joseph Listengart, Vice President, General Counsel and Secretary of Kinder Morgan, Kimberly Allen Dang, Chief Financial Officer and Vice President, Investor Relations of Kinder Morgan, and James E. Street, Vice President, Human Resources of Kinder Morgan. Mr. Richard Kinder, Portcullis Partners, Portcullis GP, Mr. William Morgan, Mr. Michael Morgan, Mr. Sarofim, Mr. Shaper, Mr. Kean, Mr. David Kinder, Mr. Listengart, Mrs. Dang and Mr. Street are sometimes referred to herein collectively as the “Rollover Investors.” Kinder Morgan, Parent, Acquisition Co. and the Rollover Investors are sometimes referred to herein collectively as the “Filing Persons,” although each Filing Person expressly disclaims any obligation to file this Transaction Statement. This Transaction Statement relates to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 28, 2006, by and among Kinder Morgan, Parent and Acquisition Co.

If the merger is consummated, Acquisition Co. will be merged with and into Kinder Morgan, with Kinder Morgan continuing as the surviving corporation (the “Surviving Corporation”) and as a wholly owned subsidiary of Parent (the “Merger”). Upon consummation of the Merger, each share of Kinder Morgan common stock issued and outstanding immediately prior to the effective time of the Merger (other than shares held in the treasury of Kinder Morgan, or owned by its wholly owned subsidiaries, or by Parent or Acquisition Co. immediately prior to the effective time of the Merger (including shares contributed to Parent by the Rollover Investors prior to the Merger), or held by stockholders who are entitled to and who properly exercise appraisal rights under Kansas law) will be converted into the right to receive $107.50 in cash, without interest. Upon consummation of the Merger, unless otherwise agreed between a holder and Parent, all outstanding options to purchase shares of Kinder Morgan common stock granted under any of Kinder Morgan’s employee or director equity plans, whether vested or unvested, will at the effective time of the Merger become fully vested and be cancelled and converted into a right to receive a cash payment equal to the number of shares of Kinder Morgan common stock underlying the options multiplied by the amount (if any) by which $107.50 exceeds the option exercise price, without interest and less any applicable withholding taxes. Unless otherwise agreed between a holder and Parent, all shares of Kinder Morgan restricted stock or restricted stock units under Kinder Morgan’s stock plans or benefit plans will vest in full and be cancelled and converted into the right to receive a cash payment equal to the number of outstanding shares of restricted stock, multiplied by $107.50, without interest and less any applicable withholding taxes. In addition to the Rollover Investors, certain members of senior management and other employees of Kinder Morgan will also be permitted to contribute shares of Kinder Morgan common stock to, or to invest cash in, Parent.

Concurrently with the filing of this Transaction Statement, Kinder Morgan is filing with the Securities and Exchange Commission a preliminary Proxy Statement (the “Proxy Statement”) under Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to the special meeting of the stockholders of Kinder Morgan at which the stockholders of Kinder Morgan will consider and vote upon a proposal to approve and adopt the Merger Agreement. The approval and adoption of the Merger

Agreement requires the affirmative vote of at least the holders of two-thirds of all of the Kinder Morgan common stock then entitled to vote at the special meeting on that matter.

The cross references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. The information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each Item in this Transaction Statement are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion or amendment. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Proxy Statement. All information contained in this Transaction Statement concerning any of the Filing Persons has been provided by such Filing Person and none of the Filing Persons, including Kinder Morgan, takes responsibility for the accuracy of any information not supplied by such Filing Person.

The filing of this Transaction Statement shall not be construed as an admission by any of the Filing Persons, or by any affiliate of a Filing Person, that Kinder Morgan is “controlled” by any other Filing Person or that any Filing Person is an “affiliate” of Kinder Morgan within the meaning of Rule 13e-3 under Section 13(e) of the Exchange Act.

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Item 1.Summary Term Sheet.

Regulation M-A Item 1001

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Special Meeting and the Merger”

Item 2.Subject Company Information.

Regulation M-A Item 1002

(a)   Name and Address.   The Company’s name and the address and telephone number of its principal executive offices are as follows:

Kinder Morgan, Inc.
500 Dallas Street, Suite 1000
Houston, Texas 77002
(713) 369-9000

(b)   Securities.   The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Notice of Special Meeting”
“Questions and Answers about the Special Meeting and the Merger”
“The Special Meeting—Record Date, Outstanding Shares and Voting Rights”

(c)   Trading Market and Price.   The information set forth in the Proxy Statement under the caption “Other Important Information Regarding Kinder Morgan—Price Range of Common Stock and Dividend Information” is incorporated herein by reference.

(d)   Dividends.   The information set forth in the Proxy Statement under the caption “Other Important Information Regarding Kinder Morgan—Price Range of Common Stock and Dividend Information” is incorporated herein by reference.

(e)   Prior Public Offerings.   None.

(f)    Prior Stock Purchases.   The information set forth in the Proxy Statement under the caption “Other Important Information Regarding Kinder Morgan—Prior Purchases and Sales of Kinder Morgan Common Stock” is incorporated herein by reference.

Item 3.Identity and Background of Filing Persons.

Regulation M-A Item 1003

(a)   Name and Address.   The information set forth in Schedules I, II, III, IV, V and VI to this Transaction Statement and the information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—The Parties to the Merger”
“Summary Term Sheet—The Merger”
“The Parties to the Merger”
“Special Factors—Effects of the Merger”
“Other Important Information Regarding Kinder Morgan—Directors and Executive Officers of Kinder Morgan”

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“Other Important Information Regarding Kinder Morgan—Security Ownership of Certain Beneficial Owners and Management”

(b)   Business and Background of Entities.   The information set forth in Schedules I, II, III, IV, V and VI to this Transaction Statement and the information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—The Parties to the Merger”
“Summary Term Sheet—The Merger”
“The Parties to the Merger”
“Other Important Information Regarding Kinder Morgan—Directors and Executive Officers of Kinder Morgan”

(c)   Business and Background of Natural Persons.   The information set forth in Schedules I, II, III, IV, V and VI to this Transaction Statement and the information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Effects of the Merger”
“Other Important Information Regarding Kinder Morgan—Directors and Executive Officers of Kinder Morgan”

Item 4.Terms of the Transaction.

Regulation M-A Item 1004

(a)   Material Terms.   The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors”
“The Special Meeting”
“The Merger Agreement”
Annex A—Agreement and Plan of Merger

(c)   Different Terms.   The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors—Effects of the Merger”
“Special Factors—Interests of Certain Persons in the Merger”
“Special Factors—Financing of the Merger”
“Special Factors—Provisions for Unaffiliated Security Holders”
“The Merger Agreement—Effect of the Merger on the Common Stock and Stock Options of Kinder Morgan”
“The Merger Agreement—Other Covenants and Agreements—Indemnification of Directors and Officers; Insurance”

(d)   Appraisal Rights.   The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Appraisal Rights”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors—Appraisal Rights of Stockholders”
Annex D—Section 17-6712 of the Kansas General Corporation Code

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(e)   Provisions for Unaffiliated Security Holders.   The information set forth in the Proxy Statement under the caption “Special Factors—Provisions for Unaffiliated Security Holders” is incorporated herein by reference.

(f)    Eligibility for Listing or Trading.   Not applicable.

Item 5.Past Contacts, Transactions, Negotiations and Agreements.

Regulation M-A Item 1005

(a)   Transactions.   The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Special Factors—Background of the Merger”
“Special Factors—Interests of Certain Persons in the Merger”

The Goldman Sachs Group, Inc. (directly or indirectly through subsidiaries or affiliated companies or both) is an investment banking firm that regularly performs services such as acting as a financial advisor and serving as principal or agent in the purchase and sale of securities, which may include the securities of Kinder Morgan and/or its affiliates. In addition, J. Aron & Company, a wholly owned subsidiary of Goldman Sachs, in the ordinary course of its business enters into commodity hedging transactions with Kinder Morgan and/or its affiliates.  Additionally, certain of AIG’s subsidiaries may provide insurance or other financial services in the ordinary course of business to Kinder Morgan and/or its affiliates, and AIG Financial Products Corp., in the ordinary course of its business, has entered into interest rate and currency hedging transactions with a subsidiary of Kinder Morgan.

(b)   Significant Corporate Events.   The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Special Factors—Background of the Merger”
“Special Factors—Recommendation of the Special Committee and the Board of Directors; Reasons for Recommending Approval and Adoption of the Merger”
“Special Factors—Position of Rollover Investors as to Fairness”
“Special Factors—Position of Parent and Acquisition Co. as to Fairness”
“Special Factors—Purpose and Reasons for the Merger of the Rollover Investors, Parent and Acquisition Co.”
“Special Factors—Purposes, Reasons and Plans for Kinder Morgan after the Merger”
“Special Factors—Effects of the Merger”
“Special Factors—Interests of Certain Persons in the Merger”
“The Merger Agreement”
Annex A—Agreement and Plan of Merger

(c)   Negotiations or Contacts.   The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Special Factors—Background of the Merger”
“Special Factors—Recommendation of the Special Committee and the Board of Directors;
Reasons for Recommending Approval and Adoption of the Merger”
“Special Factors—Position of Rollover Investors as to Fairness”
“Special Factors—Position of Parent and Acquisition Co. as to Fairness”
“Special Factors—Purpose and Reasons for the Merger of the Rollover Investors, Parent and

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Acquisition Co.”
“Special Factors—Purposes, Reasons and Plans for Kinder Morgan after the Merger”
“Special Factors—Effects of the Merger”
“Special Factors—Interests of Certain Persons in the Merger”
“The Merger Agreement”
Annex A—Agreement and Plan of Merger

(e)   Agreements Involving the Subject Company’s Securities.   The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Special Factors—Background of the Merger”
“Special Factors—Recommendation of the Special Committee and the Board of Directors;
Reasons for Recommending Approval and Adoption of the Merger”
“Special Factors—Position of Rollover Investors as to Fairness”
“Special Factors—Position of Parent and Acquisition Co. as to Fairness”
“Special Factors—Purpose and Reasons for the Merger of the Rollover Investors, Parent and Acquisition Co.”
“Special Factors—Purposes, Reasons and Plans for Kinder Morgan after the Merger”
“Special Factors—Effects of the Merger”
“Special Factors—Interests of Certain Persons in the Merger”
“Special Factors—Financing of the Merger”
“The Special Meeting—Quorum; Vote Required”
“The Merger Agreement”
Annex A—Agreement and Plan of Merger

Item 6.Purposes of the Transaction and Plans or Proposals.

Regulation M-A Item 1006

(b)   Use of Securities Acquired.   The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Special Factors—Position of Rollover Investors as to Fairness”
“Special Factors—Position of Parent and Acquisition Co. as to Fairness”
“Special Factors—Purpose and Reasons for the Merger of the Rollover Investors, Parent and Acquisition Co.”
“Special Factors—Purposes, Reasons and Plans for Kinder Morgan after the Merger”
“Special Factors—Effects of the Merger”
“Special Factors—Interests of Certain Persons in the Merger”
“Special Factors—Financing of the Merger—Equity Financing”
“The Merger Agreement—Effect of the Merger on the Common Stock and Stock Options of Kinder Morgan”
Annex A—Agreement and Plan of Merger

(c)(1)-(8)     Plans.   The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—The Merger”
“Summary Term Sheet—Effects of the Merger”
“Summary Term Sheet—Interests of Certain Persons in the Merger”
“Summary Term Sheet—Financing of the Merger”
“Special Factors—Background of the Merger”

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“Special Factors—Position of Rollover Investors as to Fairness”
“Special Factors—Position of Parent and Acquisition Co. as to Fairness”

“Special Factors—Purpose and Reasons for the Merger of the Rollover Investors, Parent and Acquisition Co.”

“Special Factors—Purposes, Reasons and Plans for Kinder Morgan after the Merger”
“Special Factors—Effects of the Merger”
"Special Factors—Arrangements with Respect to Parent Following the Merger"
“Special Factors—Interests of Certain Persons in the Merger”
“Special Factors—Financing the Merger”
“The Merger Agreement”
Annex A—Agreement and Plan of Merger

Item 7.Purposes, Alternatives, Reasons and Effects.

Regulation M-A Item 1013

(a)   Purposes.   The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—The Merger”
“Summary Term Sheet—Effects of the Merger”
“Summary Term Sheet—Interests of Certain Persons in the Merger”
“Special Factors—Background of the Merger”
“Special Factors—Recommendation of the Special Committee and Board of Directors; Reasons for Recommending Approval and Adoption of the Merger”
“Special Factors—Position of Rollover Investors as to Fairness”
“Special Factors—Position of Parent and Acquisition Co. as to Fairness”
“Special Factors—Purpose and Reasons for the Merger of the Rollover Investors, Parent and Acquisition Co.”
“Special Factors—Purposes, Reasons and Plans for Kinder Morgan after the Merger”
“Special Factors—Effects of the Merger”
“Special Factors—Interests of Certain Persons in the Merger”

(b)   Alternatives.   The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”
“Special Factors—Recommendation of the Special Committee and Board of Directors; Reasons for Recommending Approval and Adoption of the Merger”
“Special Factors—Position of Rollover Investors as to Fairness”
“Special Factors—Position of Parent and Acquisition Co. as to Fairness”
“Special Factors—Purpose and Reasons for the Merger of the Rollover Investors, Parent and Acquisition Co.”
“Special Factors—Purposes, Reasons and Plans for Kinder Morgan after the Merger”

(c)   Reasons.   The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Recommendations”
“Special Factors—Background of the Merger”
“Special Factors—Recommendation of the Special Committee and Board of Directors; Reasons for Recommending Approval and Adoption of the Merger”
“Special Factors—Position of Rollover Investors as to Fairness”

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“Special Factors—Position of Parent and Acquisition Co. as to Fairness”
“Special Factors—Opinion of Financial Advisors”

“Special Factors—Purpose and Reasons for the Merger of the Rollover Investors, Parent and Acquisition Co.”
“Special Factors—Purposes, Reasons and Plans for Kinder Morgan after the Merger”
“Special Factors—Effects of the Merger”
“Special Factors—Interests of Certain Persons in the Merger”

(d)   Effects.   The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—The Merger”
“Summary Term Sheet—Effects of the Merger”
“Summary Term Sheet—Interests of Certain Persons in the Merger”
“Special Factors—Background of the Merger “

“Special Factors—Recommendation of the Special Committee and Board of Directors; Reasons for Recommending Approval and Adoption of the Merger”
“Special Factors—Position of Rollover Investors as to Fairness”
“Special Factors—Position of Parent and Acquisition Co. as to Fairness”
“Special Factors—Opinions of Financial Advisors”
“Special Factors—Purpose and Reasons for the Merger of the Rollover Investors, Parent and Acquisition Co.”
“Special Factors—Purposes, Reasons and Plans for Kinder Morgan after the Merger”
“Special Factors—Effects of the Merger”
“Special Factors—Interests of Certain Persons in the Merger”
“Special Factors—Material United States Federal Income Tax Considerations”
“Special Factors—Financing of the Merger”
“The Merger Agreement”
Annex A—Agreement and Plan of Merger

Item 8.Fairness of the Transaction

Regulation M-A Item 1014

(a)   Fairness.   The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Recommendations”

“Summary Term Sheet—Opinions of Financial Advisors”

“Special Factors—Background of the Merger”

“Special Factors—Recommendation of the Special Committee and Board of Directors; Reasons for Recommending Approval and Adoption of the Merger”

“Special Factors—Position of Rollover Investors as to Fairness”

“Special Factors—Position of Parent and Acquisition Co. as to Fairness”

“Special Factors—Opinions of Financial Advisors”

“Special Factors—Purpose and Reasons for the Merger of the Rollover Investors, Parent and Acquisition Co.”

“Special Factors—Purposes, Reasons and Plans for Kinder Morgan after the Merger”

Annex B—Opinion of Morgan Stanley & Co. Incorporated

Annex C—Opinion of The Blackstone Group L.P.

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(b)   Factors Considered in Determining Fairness.   The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Recommendations”

“Summary Term Sheet—Opinions of Financial Advisors”

“Special Factors—Background of the Merger”

“Special Factors—Recommendation of the Special Committee and Board of Directors; Reasons for Recommending Approval and Adoption of the Merger”

“Special Factors—Position of Rollover Investors as to Fairness”

“Special Factors—Position of Parent and Acquisition Co. as to Fairness”

“Special Factors—Opinions of Financial Advisors”

Special Factors—Purpose and Reasons for the Merger of the Rollover Investors, Parent and Acquisition Co.”

“Special Factors—Purposes, Reasons and Plans for Kinder Morgan after the Merger”

“Special Factors—Effects of the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

Annex B—Opinion of Morgan Stanley & Co. Incorporated

Annex C—Opinion of The Blackstone Group L.P.

(c)   Approval and Adoption of Security Holders.   Although the approval and adoption of a majority of the public stockholders is not stated as a requirement, the approval and adoption of the merger agreement requires the affirmative vote of at least the holders of two-thirds of all of the Kinder Morgan common stock then entitled to vote at a meeting of stockholders, which appears to effectively require approval by at least a majority of Kinder Morgan’s public stockholders because to achieve a vote of two-thirds of all of the outstanding Kinder Morgan common stock would require that, in addition to the shares held by the Rollover Investors, an additional approximately 42% of the total outstanding shares (representing approximately 55% of the shares not owned by the Rollover Investors) must vote in favor of approving and adopting the merger agreement.

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Required Vote”

“Questions and Answers about the Special Meeting and the Merger”

“Special Factors—Recommendation of the Special Committee and Board of Directors; Reasons for Recommending Approval and Adoption of the Merger”

“The Special Meeting—Record Date, Outstanding Shares and Voting Rights”

“The Special Meeting—Quorum; Vote Required”

(d)   Unaffiliated Representative.   An unaffiliated representative was not retained to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the transaction or preparing a report concerning the fairness of the transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Recommendations”

“Summary Term Sheet—Opinions of Financial Advisors”

“Special Factors—Background of the Merger”

“Special Factors—Recommendation of the Special Committee and Board of Directors; Reasons for Recommending Approval and Adoption of the Merger”

“Special Factors—Position of Rollover Investors as to Fairness”

“Special Factors—Position of Parent and Acquisition Co. as to Fairness”

“Special Factors—Purpose and Reasons for the Merger of the Rollover Investors, Parent and Acquisition Co.”

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“Special Factors—Opinions of Financial Advisors”

Annex B—Opinion of Morgan Stanley & Co. Incorporated

Annex C—Opinion of The Blackstone Group L.P.

(e)   Approval of Directors.   The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Recommendations”

“Special Factors—Background of the Merger”

“Special Factors—Recommendation of the Special Committee and Board of Directors; Reasons for Recommending Approval and Adoption of the Merger”

“Special Factors—Position of Rollover Investors as to Fairness”

“Special Factors—Position of Parent and Acquisition Co. as to Fairness”

“Special Factors—Interests of Certain Persons in the Merger”

“The Special Meeting—Kinder Morgan Board Recommendation”

(f)    Other Offers.   The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Recommendation of the Special Committee and Board of Directors; Reasons for Recommending Approval and Adoption of the Merger”

“Special Factors—Position of Rollover Investors as to Fairness”

“Special Factors—Position of Parent and Acquisition Co. as to Fairness”

“Special Factors—Opinions of the Financial Advisors”

“Special Factors—Purpose and Reasons for the Merger of the Rollover Investors, Parent and Acquisition Co.”

“Special Factors—Purposes, Reasons and Plans for Kinder Morgan after the Merger”

Item 9.Reports, Opinions, Appraisals and Negotiations.

Regulation M-A Item 1015

(a)-(b)   Reports, Opinions, Appraisal and Certain Negotiations; Preparer and Summary of the Report, Opinion or Appraisal   The presentation of The Blackstone Group L.P. and Morgan Stanley & Co. Incorporated to the Special Committee of the Board of Directors of Kinder Morgan, Inc., dated August 27, 2006, is attached hereto as Exhibit (c)(3) and is incorporated herein by reference.  The presentation of Goldman, Sachs & Co. to The Blackstone Group L.P. and Morgan Stanley & Co. Incorporated, dated August 2, 2006, is attached hereto as Exhibit (c)(4) and is incorporated herein by reference. The presentation of Richard Kinder and C. Park Shaper to the Special Committee of the Board of Directors of Kinder Morgan, Inc. dated as of July 28, 2006 is attached hereto as Exhibit (c)(5) and is incorporated herein by reference. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Opinions of Financial Advisors”

“Special Factors—Background of the Merger”

“Special Factors—Recommendation of the Special Committee and Board of Directors; Reasons for Recommending Approval and Adoption of the Merger”

“Special Factors—Position of Rollover Investors as to Fairness”

“Special Factors—Position of Parent and Acquisition Co. as to Fairness”

“Special Factors—Opinions of Financial Advisors”

“Special Factors—Purpose and Reasons for the Merger of the Rollover Investors, Parent and Acquisition Co.”

“Special Factors—Projected Financial Information”

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“The Merger Agreement—Representations and Warranties”

Annex B—Opinion of Morgan Stanley & Co. Incorporated

Annex C—Opinion of The Blackstone Group L.P.

(c)   Availability of Documents.   The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of Kinder Morgan during its regular business hours by any interested holder of Kinder Morgan common stock.

Item 10.Source and Amounts of Funds or Other Consideration.

Regulation M-A Item 1007

(a)   Source of Funds.   The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Expenses and Termination Fee”

“Summary Term Sheet—Financing of the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Effects of the Merger”

“Special Factors—Interest of Certain Persons in the Merger”

“Special Factors—Financing of the Merger”

“Special Factors—Estimated Fees and Expenses”

“The Merger Agreement”

Annex A—Agreement and Plan of Merger

(b)   Conditions.   The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Required Vote”

“Summary Term Sheet—What We Need to Do to Complete the Merger”

“Summary Term Sheet—Regulatory Approvals That Must be Obtained”

“Summary Term Sheet—Financing of the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Financing of the Merger”

“Special Factors—Estimated Fees and Expenses”

“Special Factors—Regulatory Approvals”

“The Special Meeting—Quorum; Vote Required”

“The Merger Agreement”

Annex A—Agreement and Plan of Merger

(c)   Expenses.   The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Expenses and Termination Fee”

“Summary Term Sheet—Financing of the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Effects of the Merger”

“Special Factors—Interest of Certain Persons in the Merger”

“Special Factors—Financing of the Merger”

“Special Factors—Estimated Fees and Expenses”

“The Merger Agreement”

Annex A—Agreement and Plan of Merger

(d)   Borrowed Funds.   The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

11

“Summary Term Sheet—Financing of the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Purposes, Reasons and Plans for Kinder Morgan after the Merger”

“Special Factors—Effects of the Merger”

“Special Factors—Financing of the Merger”

“The Merger Agreement”

Annex A—Agreement and Plan of Merger

Item 11.Interest in Securities of the Subject Company.

Regulation M-A Item 1008

(a)   Securities Ownership.   The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Arrangements with Respect to Parent Following the Merger”

“Other Important Information Regarding Kinder Morgan—Security Ownership of Certain Beneficial Owners and Management”

As of September 18, 2006, both The Goldman Sachs Group, Inc. (“GS Group”) and Goldman Sachs, or another wholly-owned broker or dealer subsidiary of GS Group, may be deemed to beneficially own 79,827 shares of Kinder Morgan common stock, which were acquired in ordinary course trading activities. In addition, both GS Group and Goldman Sachs, or another wholly-owned subsidiary of GS Group, may be deemed to beneficially own 141,292 shares of Kinder Morgan common stock that are held in managed accounts on behalf of clients, for which both GS Group and Goldman Sachs, or such other subsidiary, or their respective employees, have investment discretion. Accordingly, as of September 18, 2006, both GS Group and Goldman Sachs may each be deemed to beneficially own an aggregate of 221,119 shares of Kinder Morgan common stock, over all of which shares they share dispositive power and over 79,827 of such shares they share voting power. Such 221,119 shares of Kinder Morgan common stock constitute 0.17% of the outstanding shares of Kinder Morgan common stock, based on the number of shares of Kinder Morgan common stock outstanding as of July 31, 2006, as reported by Kinder Morgan in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006, as filed with the Securities and Exchange Commission on August 8, 2006. GS Group and Goldman Sachs disclaim beneficial ownership of shares of Kinder Morgan common stock held in managed accounts.

As of September 14, 2006, AIG may be deemed to beneficially own 145,118 shares of Kinder Morgan common stock, over all of which shares it shares dispositive and voting power. Such 145,118 shares of common stock constitute .1% of the outstanding shares of Kinder Morgan common stock, based on the number of shares of Kinder Morgan common stock outstanding as of July 31, 2006, as reported by Kinder Morgan in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006, as filed with the Securities and Exchange Commission on August 8, 2006. In addition, the 145,118 shares of Kinder Morgan common stock owned by AIG represent shares held by certain investment advisor subsidiaries of AIG on behalf of their clients and by National Union Fire Insurance Company of Pittsburgh, PA and The Hartford Steam Boiler Inspection and Insurance Company, each of which is a wholly-owned subsidiary of AIG.

(b)   Securities Transactions.   The Voting Agreement, dated as of August 28, 2006, among Knight Holdco LLC, Knight Acquisition Co. and Richard D. Kinder, which is attached hereto as Exhibit (d)(19), and the information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger”

12

“Special Factors—Interest of Certain Persons in the Merger”

“Special Factors—Financing of the Merger”

“Other Important Information Regarding Kinder Morgan—Security Ownership of Certain Beneficial Owners and Management”

“Other Important Information Regarding Kinder Morgan—Prior Purchases and Sales of Kinder Morgan Common Stock”

In addition, the following schedule lists transactions in Kinder Morgan common stock that were effected on the New York Stock Exchange or over-the-counter market in the ordinary course of business of Goldman, Sachs & Co. or another wholly owned broker or dealer subsidiary of The Goldman Sachs Group, Inc. during the period of July 9, 2006 through September 8, 2006.

Purchase (P)/Sell (S)	Quantity		Price		Trade Date	Settlement Date
P		56	$	100.0000	7/19/2006		7/20/2006
S		392	$	100.0000	7/19/2006		7/20/2006
S		84	$	100.0000	7/20/2006		7/21/2006
S		826	$	100.0000	7/20/2006		7/21/2006
P		112	$	99.9900	7/21/2006		7/24/2006
P		294	$	99.9900	7/21/2006		7/24/2006
S		56	$	100.6500	7/24/2006		7/25/2006
S		209	$	100.6500	7/24/2006		7/25/2006
S		171	$	100.6500	7/24/2006		7/25/2006
S		114	$	100.6500	7/24/2006		7/25/2006
S		84	$	100.6500	7/24/2006		7/25/2006
S		84	$	102.2500	7/25/2006		7/26/2006
S		448	$	102.2500	7/25/2006		7/26/2006
S		2,500	$	102.1000	7/25/2006		7/28/2006
P		200	$	102.1650	7/25/2006		7/28/2006
P		200	$	102.1650	7/25/2006		7/28/2006
S		196	$	102.9100	7/26/2006		7/27/2006
S		420	$	102.9100	7/26/2006		7/27/2006
S		500	$	102.0400	7/26/2006		7/31/2006
S		500	$	102.0400	7/26/2006		7/31/2006
P		140	$	101.3000	7/27/2006		7/28/2006
P		76	$	101.3000	7/27/2006		7/28/2006
P		171	$	101.3000	7/27/2006		7/28/2006
P		252	$	101.3000	7/27/2006		7/28/2006
S		196	$	102.0000	7/31/2006		8/1/2006
S		114	$	102.0000	7/31/2006		8/1/2006
S		112	$	102.0000	7/31/2006		8/1/2006
S		28	$	100.7000	8/1/2006		8/2/2006
P		76	$	100.7000	8/1/2006		8/2/2006
P		95	$	100.7000	8/1/2006		8/2/2006
P		76	$	100.7000	8/1/2006		8/2/2006
S		196	$	100.7000	8/1/2006		8/2/2006
S		56	$	101.0800	8/2/2006		8/3/2006
S		336	$	101.0800	8/2/2006		8/3/2006
S		28	$	101.0800	8/2/2006		8/3/2006
P		500	$	101.0000	8/2/2006		8/7/2006
P		84	$	101.0100	8/3/2006		8/4/2006

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Purchase (P)/Sell (S)	Quantity		Price		Trade Date	Settlement Date
P		196	$	100.8800	8/4/2006		8/7/2006
P		336	$	100.8800	8/4/2006		8/7/2006
S		56	$	100.9700	8/7/2006		8/8/2006
S		126	$	100.9700	8/7/2006		8/8/2006
P		18	100.8900		8/9/2006		8/14/2006
S		18	100.8900		8/9/2006		8/14/2006
P		72	100.4000		8/11/2006		8/16/2006
S		100	100.9000		8/14/2006		8/17/2006
S		4	101.3500		8/16/2006		8/21/2006
S		1,255	101.7500		8/22/2006		8/25/2006
P		5	101.6000		8/23/2006		8/28/2006
S		20	104.2100		8/28/2006		8/31/2006
P		30	104.2700		8/28/2006		8/31/2006
S		80	104.2100		8/28/2006		8/31/2006
S		900	104.2700		8/29/2006		9/1/2006
P		900	104.2700		8/29/2006		9/1/2006
P		80	104.2700		8/29/2006		9/1/2006
S		900	104.4300		8/30/2006		9/5/2006
P		900	104.4300		8/30/2006		9/5/2006
S		2,603	104.4000		8/30/2006		9/5/2006
P		2,603	104.4000		8/30/2006		9/5/2006
S		1	104.4000		8/30/2006		9/5/2006
P		1	104.4000		8/30/2006		9/5/2006
S		3,000	104.2757		9/7/2006		9/12/2006

Item 12.The Solicitation or Recommendation.

Regulation M-A Item 1012

(d)   Intent to Tender or Vote in a Going-Private Transaction.   The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Share Ownership of Directors and Executive Officers”

“Summary Term Sheet—Recommendations”

“Questions and Answers about the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Recommendation of the Special Committee and Board of Directors; Reasons for Recommending Approval and Adoption of the Merger”

“Special Factors—Position of Rollover Investors as to Fairness”

“Special Factors—Position of Parent and Acquisition Co. as to Fairness”

“Special Factors—Purpose and Reasons for the Merger of the Rollover Investors, Parent and Acquisition Co.”

“Special Factors—Purposes, Reasons and Plans for Kinder Morgan after the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

“The Special Meeting—Quorum; Vote Required”

Certain investment advisor subsidiaries of AIG hold shares of the subject securities on behalf of their clients, which include other AIG subsidiaries. None of these persons currently intend to tender or sell any subject securities. The AIG investment advisor subsidiaries intend to vote the subject securities over which

14

they have voting or proxy authority according to established proxy voting procedures, or, if these procedures are inapplicable, in the best interests of their respective clients.

(e)   Recommendations of Others.   The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Recommendations”

“Questions and Answers about the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Recommendation of the Special Committee and Board of Directors; Reasons for Recommending Approval and Adoption of the Merger”

“Special Factors—Position of Rollover Investors as to Fairness”

“Special Factors—Position of Parent and Acquisition Co. as to Fairness”

“Special Factors—Purpose and Reasons for the Merger of the Rollover Investors, Parent and Acquisition Co.”

“Special Factors—Purposes, Reasons and Plans for Kinder Morgan after the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

“The Special Meeting—Kinder Morgan Board Recommendation”

“The Special Meeting—Quorum; Vote Required”

Item 13.Financial Information.

Regulation M-A Item 1010

(a)   Financial Statements.   The audited financial statements set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, and the unaudited financial statements set forth in the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2006, and June 30, 2006, and the information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Other Important Information Regarding Kinder Morgan—Selected Historical Consolidated
Financial Data”

“Where You Can Find More Information”

(b)   Pro Forma Information.   Not applicable.

Item 14.Persons/Assets, Retained, Employed, Compensated or Used.

Regulation M-A Item 1009

(a)   Solicitations or Recommendations.   The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Recommendation of the Special Committee and Board of Directors; Reasons for Recommending Approval and Adoption of the Merger”

15

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Estimated Fees and Expenses”

“The Special Meeting—Solicitation of Proxies; Expenses”

(b) Employees and Corporate Assets.   The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Recommendation of the Special Committee and Board of Directors; Reasons for Recommending Approval and Adoption of the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Estimated Fees and Expenses”

“The Special Meeting—Solicitation of Proxies; Expenses”

Item 15.Additional Information.

Regulation M-A Item 1011

(b)   Other Material Information.   The information contained in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

Item 16.Exhibits.

Regulation M-A Item 1016

(a)(1)	Letter to Stockholders of Kinder Morgan, Inc., incorporated herein by reference to the Proxy Statement on Schedule 14A filed by Kinder Morgan, Inc. with the Securities and Exchange Commission on September 22, 2006
(a)(2)	Notice of Special Meeting of Stockholders of Kinder Morgan, Inc., incorporated herein by reference to the Proxy Statement on Schedule 14A filed by Kinder Morgan, Inc. with the Securities and Exchange Commission on September 22, 2006
(a)(3)	Proxy Statement of Kinder Morgan, Inc., incorporated herein by reference to the Proxy Statement on Schedule 14A filed by Kinder Morgan, Inc. with the Securities and Exchange Commission on September 22, 2006
(b)(1)	Debt Commitment Letter, dated as of July 18, 2006, among Acquisition Co., Goldman Sachs Credit Partners L.P., Citigroup Global Markets Inc., Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., Wachovia Bank, National Association, Wachovia Investment Holdings, LLC, Wachovia Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Capital Corporation (incorporated by reference to Exhibit 7.11 of Amendment No. 2 to Schedule 13D filed by Mr. Richard Kinder with the SEC on August 30, 2006)
(c)(1)	Fairness Opinion of Morgan Stanley & Co. Incorporated, dated August 27, 2006, incorporated herein by reference to Annex B of the Proxy Statement on Schedule 14A filed by Kinder Morgan, Inc. with the Securities and Exchange Commission on September 22, 2006
(c)(2)	Fairness Opinion of The Blackstone Group L.P., dated August 27, 2006, incorporated herein by reference to Annex C of the Proxy Statement on Schedule 14A filed by Kinder Morgan, Inc. with the Securities and Exchange Commission on September 22, 2006

16

(c)(3)	Presentation of The Blackstone Group L.P., and Morgan Stanley & Co. Incorporated to the Special Committee of the Board of Directors of Kinder Morgan, Inc., dated August 27, 2006
(c)(4)	Presentation of Goldman, Sachs & Co. to The Blackstone Group L.P. and Morgan Stanley & Co. Incorporated dated August 2, 2006
(c)(5)	Presentation of Richard Kinder and C. Park Shaper to the Special Committee of the Board of Directors of Kinder Morgan, Inc. dated as of July 28, 2006
(d)(1)	Agreement and Plan of Merger, dated August 28, 2006, among Knight Holdco LLC, Knight Acquisition Co. and Kinder Morgan, Inc., incorporated herein by reference to Annex A of the Proxy Statement on Schedule 14A filed by Kinder Morgan, Inc. with the Securities and Exchange Commission on September 22, 2006
(d)(2)	Guarantee dated as of August 28, 2006 of GS Capital Partners V Fund, L.P. (incorporated by reference to Exhibit 7.12 of Amendment No. 2 to Schedule 13D filed by Mr. Richard Kinder with the SEC on August 30, 2006)
(d)(3)	Guarantee dated as of August 28, 2006 of GS Global Infrastructure Partners I, L.P. (incorporated by reference to Exhibit 7.13 of Amendment No. 2 to Schedule 13D filed by Mr. Richard Kinder with the SEC on August 30, 2006)
(d)(4)	Guarantee dated as of August 28, 2006 of Carlyle Partners IV, L.P. (incorporated by reference to Exhibit 7.14 of Amendment No. 2 to Schedule 13D filed by Mr. Richard Kinder with the SEC on August 30, 2006)
(d)(5)	Guarantee dated as of August 28, 2006 of Carlyle/Riverstone Global Energy and Power Fund III, L.P. (incorporated by reference to Exhibit 7.15 of Amendment No. 2 to Schedule 13D filed by Mr. Richard Kinder with the SEC on August 30, 2006)
(d)(6)	Guarantee dated as of August 28, 2006 of AIG Financial Products Corp. (incorporated by reference to Exhibit 7.16 of Amendment No. 2 to Schedule 13D filed by Mr. Richard Kinder with the SEC on August 30, 2006)
(d)(7)	Equity Commitment Letter dated August 28, 2006 of The Goldman Sachs Group, Inc. (incorporated by reference to Exhibit 7.06 of Amendment No. 2 to Schedule 13D filed by Mr. Richard Kinder with the SEC on August 30, 2006)
(d)(8)	Equity Commitment Letter dated August 28, 2006 of GS Global Infrastructure Partners I, L.P. (incorporated by reference to Exhibit 7.05 of Amendment No. 2 to Schedule 13D filed by Mr. Richard Kinder with the SEC on August 30, 2006)
(d)(9)	Equity Commitment Letter dated August 28, 2006 of GS Capital Partners V Fund, L.P. (incorporated by reference to Exhibit 7.01 of Amendment No. 2 to Schedule 13D filed by Mr. Richard Kinder with the SEC on August 30, 2006)
(d)(10)	Equity Commitment Letter dated August 28, 2006 of GS Capital Partners V Offshore Fund, L.P. (incorporated by reference to Exhibit 7.02 of Amendment No. 2 to Schedule 13D filed by Mr. Richard Kinder with the SEC on August 30, 2006)
(d)(11)	Equity Commitment Letter dated August 28, 2006 of GS Capital Partners V Institutional, L.P. (incorporated by reference to Exhibit 7.04 of Amendment No. 2 to Schedule 13D filed by Mr. Richard Kinder with the SEC on August 30, 2006)
(d)(12)	Equity Commitment Letter dated August 28, 2006 of GS Capital Partners V GmbH CO. KG (incorporated by reference to Exhibit 7.03 of Amendment No. 2 to Schedule 13D filed by Mr. Richard Kinder with the SEC on August 30, 2006)

17

(d)(13)	Equity Commitment Letter dated August 28, 2006 of Carlyle Partners IV, L.P. (incorporated by reference to Exhibit 7.07 of Amendment No. 2 to Schedule 13D filed by Mr. Richard Kinder with the SEC on August 30, 2006)
(d)(14)	Equity Commitment Letter dated August 28, 2006 of Carlyle/Riverstone Global Energy and Power Fund III, L.P. (incorporated by reference to Exhibit 7.08 of Amendment No. 2 to Schedule 13D filed by Mr. Richard Kinder with the SEC on August 30, 2006)
(d)(15)	Equity Commitment Letter dated August 28, 2006 of AIG Knight LLC (incorporated by reference to Exhibit 7.09 of Amendment No. 2 to Schedule 13D filed by Mr. Richard Kinder with the SEC on August 30, 2006)
(d)(16)	Rollover Commitment Letter dated August 28, 2006 of Richard D. Kinder (incorporated by reference to Exhibit 7.10 of Amendment No. 2 to Schedule 13D filed by Mr. Richard Kinder with the SEC on August 30, 2006)
(d)(17)	Rollover Commitment Letter dated September 22, 2006 of Fayez Sarofim
(d)(18)	Rollover Commitment Letter dated September 22, 2006 of Portcullis Partners, LP
(d)(19)	Voting Agreement dated as of August 28, 2006 among Knight Holdco LLC, Knight Acquisition Co. and Richard D. Kinder
(d)(20)	Limited Liability Company Agreement dated as of August 28, 2006 of Knight Holdco LLC, by and among GS Capital Partners V Fund, L.P., GS Capital Partners V Offshore Fund, L.P., GS Capital Partners V GmbH & CO. KG, GS Capital Partners V Institutional, L.P., GS Global Infrastructure Partners I, L.P., The Goldman Sachs Group, Inc., Carlyle Partners IV, L.P., The Carlyle/Riverstone Global Energy and Power Fund III, L.P., AIG Knight LLC and Richard Kinder, dated as of August 28, 2006
(f)(1)	Section 17-6712 of the Kansas General Corporation Code, incorporated herein by reference to Annex D of the Proxy Statement on Schedule 14A filed by Kinder Morgan, Inc. with the Securities and Exchange Commission on September 22, 2006
(g)	None

18

SIGNATURES

After due inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 22, 2006	KINDER MORGAN, INC.
	By:	/s/ JOSEPH LISTENGART
	Name:		Joseph Listengart
	Title:		Vice President and General Counsel

Dated: September 22, 2006	KNIGHT HOLDCO LLC
	By:	/s/ KENNETH PONTARELLI
	Name:		Kenneth Pontarelli
	Title:		Authorized Person

Dated: September 22, 2006	KNIGHT ACQUISITION CO.
	By:	/s/ KENNETH PONTARELLI
	Name:		Kenneth Pontarelli
	Title:		Treasurer and Secretary

Dated: September 22, 2006	RICHARD D. KINDER
	/s/ RICHARD D. KINDER
	Richard D. Kinder

Dated: September 22, 2006	PORTCULLIS PARTNERS, LP
	By: Portcullis G.P., LLC
	By:	/s/ WILLIAM V. MORGAN
	Name:		William V. Morgan
	Title:		Manager

Dated: September 22, 2006	PORTCULLIS G.P., LLC
	By:	/s/ WILLIAM V. MORGAN
	Name:		William V. Morgan
	Title:		Manager

Dated: September 22, 2006	WILLIAM V. MORGAN
	/s/ WILLIAM V. MORGAN
	William V. Morgan

19

Dated: September 22, 2006	MICHAEL C. MORGAN
	/s/ MICHAEL C. MORGAN
	Michael C. Morgan

Dated: September 22, 2006	FAYEZ SAROFIM
	/s/ FAYEZ SAROFIM
	Fayez Sarofim

Dated: September 22, 2006	C. PARK SHAPER
	/s/ C. PARK SHAPER
	C. Park Shaper

Dated: September 22, 2006	STEVEN J. KEAN
	/s/ STEVEN J. KEAN
	Steven J. Kean

Dated: September 22, 2006	DAVID D. KINDER
	/s/ DAVID D. KINDER
	David D. Kinder

Dated: September 22, 2006	JOSEPH LISTENGART
	/s/ JOSEPH LISTENGART
	Joseph Listengart

Dated: September 22, 2006	KIMBERLY ALLEN DANG
	/s/ KIMBERLY ALLEN DANG
	Kimberly Allen Dang

Dated: September 22, 2006	JAMES E. STREET
	/s/ JAMES E. STREET
	James E. Street

20

SCHEDULE I

Information Concerning Knight Acquisition Co.

Acquisition Co. is a Kansas corporation and wholly owned subsidiary of Parent with its principal executive offices at c/o Wachtell, Lipton, Rosen & Katz, 51 West 52^nd Street, New York, New York 10019. Acquisition Co.’s telephone number is (212) 403-1000. Acquisition Co. was formed solely for purposes of entering into the merger agreement and consummating the transactions contemplated by the merger agreement, including arranging the related financing transactions. Acquisition Co. has not conducted any activities to date other than activities incidental to its formation and in connection with the transactions contemplated by the merger agreement.

Set forth below are the names, the present principal occupations or employment and the name, principal business and address of any corporation or other organization in which such occupation or employment is conducted, and the five-year employment history of each of the directors and executive officers of Acquisition Co.

Henry Cornell — President and Director.  Mr. Cornell serves as Managing Director of Goldman, Sachs & Co. (“Goldman Sachs”).  Mr. Cornell joined Goldman Sachs in 1984.

Kenneth A. Pontarelli — Treasurer and Secretary.  Mr. Pontarelli serves as Managing Director of Goldman, Sachs & Co. Mr. Pontarelli joined Goldman Sachs in 1997, was promoted to Vice President in 2001 and Managing Director in 2004.

                The business address for each of the persons listed above is c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004.

During the past five years, none of the persons described above or Acquisition Co. has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws or a finding of any violation of federal or state securities laws. Each person identified above is a United States citizen.

SCHEDULE II
Information Concerning Knight Holdco LLC

Parent is a Delaware limited liability company with its principal executive offices at c/o Wachtell, Lipton, Rosen & Katz, 51 West 52^nd Street, New York, New York 10019. Parent’s telephone number is (212) 403-1000. Parent was formed solely for purposes of entering into the merger agreement and consummating the transactions contemplated by the merger agreement, including arranging the related financing transactions. Parent has not conducted any activities to date other than activities incidental to its formation and in connection with the transactions contemplated by the merger agreement.

The current owners of Parent are Richard D. Kinder, GS Capital Partners V Fund, L.P., GS Capital Partners V Offshore Fund, L.P., GS Capital Partners V GmbH & CO. KG, GS Capital Partners V Institutional, L.P., GS Global Infrastructure Partners I, L.P., The Goldman Sachs Group, Inc., Carlyle Partners IV, L.P., Carlyle/Riverstone Global Energy and Power Fund III, L.P. and AIG Knight LLC.

Except as set forth below in Schedules III and VI, during the past five years, none of the persons or entities described above (i) has been convicted in a criminal proceeding (excluding traffic violations and misdemeanors), or (ii) was a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining such person from future violations of, or prohibiting activities subject to, federal or state laws, or a finding of a violation of federal or state securities laws.

2

SCHEDULE III
Information Concerning GS Capital Partners V Fund, L.P., GS Capital Partners V Offshore Fund, L.P., GSCP V Offshore Advisors, L.L.C., GS Capital Partners V Institutional, L.P., GS Advisors V, L.L.C., GS Capital Partners V GmbH & CO. KG., Goldman, Sachs Management GP GmbH, GS Capital Partners V GmbH & CO. KG, GS Global Infrastructure Partners I, L.P., GS Infrastructure Advisors 2006, L.L.C., Goldman, Sachs & Co., and The Goldman Sachs Group, Inc.

GS Capital Partners V Fund, L.P. is a Delaware limited partnership formed for the purpose of investing in equity, equity-related and similar securities or instruments, including debt or other securities or instruments with equity-like returns or an equity component. GSCP V Advisors, L.L.C., a Delaware limited liability company, acts as the sole general partner of GS Capital Partners V Fund, L.P.

GS Capital Partners V Offshore Fund, L.P. is a Cayman Islands exempted limited partnership formed for the purpose of investing in equity, equity-related and similar securities or instruments, including debt or other securities or instruments with equity-like returns or an equity component.  GSCP V Offshore Advisors, L.L.C., a Delaware limited liability company, acts as the sole general partner of GS Capital Partners V Offshore Fund, L.P.

GS Capital Partners V Institutional, L.P. is a Delaware limited partnership formed for the purpose of investing in equity, equity-related and similar securities or instruments, including debt or other securities or instruments with equity-like returns or an equity component. GS Advisors V, L.L.C., a Delaware limited liability company, acts as the sole general partner of GS Capital Partners V Institutional, L.P.

GS Capital Partners V GmbH & CO. KG. is a German limited partnership formed for the purpose of investing in equity, equity-related and similar securities or instruments, including debt or other securities or instruments with equity-like returns or an equity component. Goldman, Sachs Management GP GmbH, a German company with limited liability, acts as the sole general partner of GS Capital Partners V GmbH & CO. KG and GS Advisors V, L.L.C., a Delaware limited liability company, acts as the managing limited partner of GS Capital Partners V GmbH & CO. KG.

GS Global Infrastructure Partners I, L.P. is a Delaware limited partnership formed for the purpose of investing in equity, equity-related and debt securities in or relating to infrastructure assets or companies and infrastructure-related assets or companies.  GS Infrastructure Advisors 2006, L.L.C., a Delaware limited liability company, acts as the sole general partner of GS Global Infrastructure Partners I, L.P.

Goldman, Sachs & Co., a New York limited partnership, is an investment banking firm and a member of the New York Stock Exchange and other national exchanges. Goldman, Sachs & Co. is wholly-owned, directly and indirectly, by The Goldman Sachs Group, Inc. (“GS Group”). GS Group is a Delaware corporation and holding company that (directly and indirectly through subsidiaries or affiliated companies or both) is a leading investment banking organization.

The business address for each entity above is c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004.

Set forth below for each director and executive officer of The Goldman Sachs Group, Inc. is his or her respective principal occupation or employment, the name of the corporation or other organization in which such occupation or employment is conducted and the five-year employment history of each such director and executive officer. Each person identified below is a United States citizen except otherwise stated below. The principal business address of each director and executive officer listed below is c/o Goldman Sachs, 85 Broad Street, New York, NY 10004.

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Lloyd C. Blankfein — Chairman of the Board and Chief Executive Officer. Mr. Blankfein serves as the Chairman of the Board and Chief Executive Officer of The Goldman Sachs Group, Inc. During the past five years, Mr. Blankfein has served as President and Chief Operating Officer of The Goldman Sachs Group, Inc. from January 2004 until June 2006, Vice Chairman of The Goldman Sachs Group, Inc. and Manager of Goldman Sachs’s Fixed Income, Currency and Commodities department and the Equities department from April 2002 until January 2004, and Co-Head of Fixed Income, Currency and Commodities department from 1997 until February 2002.

Jon Winkelried — President, Co-Chief Operating Officer and a Director. Mr. Winkelried serves as President and Co-Chief Operating Officer of The Goldman Sachs Group, Inc. During the past five years, Mr. Winkelried has served as Co-Head of Goldman Sachs’s Investment Banking Division from January 2005 until June 2006 and Co-Head of Fixed Income, Currency and Commodities department from January 2000 until January 2005.

Gary D. Cohn — President, Co-Chief Operating Officer and a Director. Mr. Cohn serves as the President and Co-Chief Operating Officer of The Goldman Sachs Group, Inc. During the past five years, Mr. Cohn has served as Co-Head of Goldman Sachs’s global securities businesses from January 2004 until June 2006, Co-Head of the Equities department since 2003 and of Fixed Income, Currency and Commodities department since September 2002, and Co-Chief Operating Officer of Fixed Income, Currency and Commodities department from March 2002 until September 2002.

Lord Browne of Madingley — Director. Lord Browne of Madingley serves as Group Chief Executive of BP p.l.c. and has held the position since 1995. Lord Browne of Madingley is a citizen of the United Kingdom.

John H. Bryan — Director. Mr. Bryan currently serves as Consultant to and is the Retired Chairman and Chief Executive Officer of the Sara Lee Corporation. Within the past five years, Mr. Bryan retired as Chairman in October 2001 and as Chief Executive Officer in June 2000 of the Sara Lee Corporation.

Claes Dahlback — Director. Claes Dahlback serves as Senior Advisor to Investor AB and Executive Vice Chairman of W Capital Management. During the past five years, Claes Dahlback has served as Nonexecutive Chairman of Investor AB from April 2002 until April 2005 and Vice Chairman of Investor AB from April 1999 until April 2002. Claes Dahlback is a citizen of Sweden.

Stephen Friedman — Director. Mr. Friedman serves as Chairman of Stone Point Capital, Chairman of the President’s Foreign Intelligence Advisory Board and Chairman of the Intelligence Oversight Board. During the past five years, Mr. Friedman has served as Senior Advisor to Stone Point Capital from May 2005 until June 2006, Assistant to President for Economic Policy and Director of the National Economic Council from December 2002 until December 2004 and Senior Principal of MMC Capital from January 1998 until December 2002.

William W. George — Director. Mr. George serves as Professor of Management Practice at the Harvard Business School and Retired Chairman and Chief Executive Officer of Medtronic, Inc. During the past five years, Mr. George has served as Chairman and Chief Executive Officer of Medtronic, Inc. until April 2002 and May 2001 respectively.

James A. Johnson — Director. Mr. Johnson serves as Vice Chairman of Perseus, L.L.C. and has held this position since April 2001.

Lois D. Juliber — Director. Ms. Juliber serves as Retired Vice Chairman of the Colgate-Palmolive Company. During the past five years, Ms. Juliber has served as Vice Chairman from July 2004 until April 2005 and Chief Operating Officer of the Colgate-Palmolive Company from March 2000 until July 2004.

Edward M. Liddy — Director. Mr. Liddy serves as Chairman of the Board and Chief Executive Officer of The Allstate Corporation and has held these positions since January 1999.

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Ruth J. Simmons — Director. Ms. Simmons serves as President of Brown University and has held this position since July 2001.

David A. Viniar — Chief Financial Officer. Mr. Viniar serves as Chief Financial Officer of The Goldman Sachs Group, Inc. and has held this position since May 1999.

Set forth below for each executive officer and director of each of GSCP V Advisors, L.L.C., GSCP V Offshore Advisors, L.L.C, and GS Advisors V, L.L.C. is his or her respective principal occupation or employment, the name of the corporation or other organization in which such occupation or employment is conducted and the five-year employment history of each such member. Each person identified below is a United States citizen except otherwise stated below. The principal business address for all the executive officers listed below is c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, except as follows: The principal business address of Richard S. Sharp, Hughes B. Lepic, Robert R. Gheewalla, Sanjay H. Patel, Steffen J. Kastner, Bjorn P. Killmer, Ulrika Werdelin, and Martin Hintze is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England. The principal business address of Hsueh J. Sung, Sang Gyun Ahn and Andrew Wolff is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong. The business address of Joseph P. DiSabato is 555 California Street, San Francisco, CA 94104. The business address of Muneer A. Satter is 71 South Wacker Drive, Chicago, IL 60606. The business address of Ankur A. Sahu is Roppongi Hills, Mori Tower, Level 43-48, 10-1, Roppongi 6-chome, Minato-ku, Tokyo, 106-6147, Japan.

Richard A. Friedman — President. Mr. Friedman serves as Managing Director of Goldman Sachs and Head of Goldman Sachs’s Merchant Banking Division. Mr. Friedman joined Goldman Sachs in 1981.

Ben I. Adler — Managing Director and Vice President. Mr. Adler serves as Managing Director and General Counsel of Goldman, Sachs & Co. Mr. Adler joined Goldman Sachs in 1998.

Sang Gyun Ahn — Managing Director and Vice President. Mr. Ahn serves as Managing Director of Goldman Sachs (Asia) L.L.C. Mr. Ahn joined Goldman Sachs in 1998, was promoted to Executive Director in 2005 and Managing Director in 2005. Mr. Ahn is a citizen of South Korea.

John E. Bowman — Managing Director and Vice President. Mr. Bowman serves as Managing Director of Goldman, Sachs & Co. Mr. Bowman joined Goldman Sachs in 1998, was promoted to Vice President in 1999 and Managing Director in 2005.

Gerald J. Cardinale — Managing Director and Vice President. Mr. Cardinale serves as Managing Director of Goldman, Sachs & Co. Mr. Cardinale joined Goldman Sachs in 1992, was promoted to Vice President in 1998 and Managing Director in 2002.

Henry Cornell — Managing Director and Vice President. Mr. Cornell serves as Managing Director of Goldman, Sachs & Co. Mr. Cornell joined Goldman Sachs in 1984.

Joseph P. DiSabato — Managing Director and Vice President. Mr. DiSabato serves as Managing Director of Goldman, Sachs & Co. Mr. DiSabato joined Goldman Sachs in 1994.

Katherine B. Enquist — Managing Director, Secretary and Vice President. Ms. Enquist serves as Managing Director of Goldman, Sachs & Co. Ms. Enquist joined Goldman Sachs in 1985, was promoted to Vice President in 1990 and Managing Director in 2002.

Robert R. Gheewalla — Managing Director and Vice President. Mr. Gheewalla serves as Managing Director of Goldman Sachs International. Mr. Gheewalla joined Goldman Sachs in 1989.

Joseph H. Gleberman — Managing Director and Vice President. Mr. Gleberman serves as Managing Director of Goldman, Sachs & Co. Mr. Gleberman joined Goldman Sachs in 1982.

Melina E. Higgins — Managing Director and Vice President. Ms. Higgins serves as Managing Director of Goldman, Sachs & Co. Ms. Higgins joined Goldman Sachs in 1994, was promoted to Vice President in 1998 and Managing Director in 2001.

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Martin Hintze — Managing Director and Vice President. Mr. Hintze serves as Managing Director of Goldman Sachs International.  Mr. Hintze joined Goldman Sachs in 1992, was promoted to Executive Director in 1999 and Managing Director in 2005. Mr. Hintze is a citizen of Germany.

Adrian M. Jones — Managing Director and Vice President. Mr. Jones serves as Managing Director of Goldman, Sachs & Co. Mr. Jones joined Goldman Sachs in 1994, was promoted to Vice President in 1998 and Managing Director in 2002. Mr. Jones is a citizen of Ireland.

Steffen J. Kastner — Managing Director and Vice President. Mr. Kastner serves as Managing Director of Goldman Sachs International. Mr. Kastner joined Goldman Sachs in 1994, was promoted to Vice President in 1998 and Managing Director in 2004. Mr. Kastner is a citizen of Germany.

Stuart A. Katz — Managing Director and Vice President. Mr. Katz serves as Managing Director of Goldman, Sachs & Co. Mr. Katz joined Goldman Sachs in 1996, was promoted to Vice President in 2000 and Managing Director in 2004.

Bjorn P. Killmer — Managing Director and Vice President. Mr. Killmer serves as Managing Director of Goldman Sachs International. Mr. Killmer joined Goldman Sachs in 1998, was promoted to Vice President in 2001 and Managing Director in 2004. Mr. Killmer is a citizen of Germany.

Michael E. Koester — Managing Director and Vice President. Mr. Koester serves as Managing Director of Goldman, Sachs & Co. Mr. Koester joined Goldman Sachs in 1999, was promoted to Vice President in 2002 and Managing Director in 2005.

Hughes B. Lepic — Managing Director and Vice President. Mr. Lepic serves as Managing Director of Goldman Sachs International. Mr. Lepic joined Goldman Sachs in 1990 and is a citizen of France.

Sanjeev K. Mehra — Managing Director and Vice President. Mr. Mehra serves as Managing Director of Goldman, Sachs & Co. Mr. Mehra joined Goldman Sachs in 1986.

Sanjay H. Patel — Managing Director and Vice President. Mr. Patel, serves as Managing Director of Goldman Sachs International. From 1999 to 2004 Mr. Patel was co-president of GSC Partners (500 Campus Drive, Suite 220, Florham Park, NJ 07932) and joined Goldman Sachs as a Managing Director in 2005.

Kenneth A. Pontarelli — Managing Director and Vice President. Mr. Pontarelli serves as Managing Director of Goldman, Sachs & Co. Mr. Pontarelli joined Goldman Sachs in 1997, was promoted to Vice President in 2001 and Managing Director in 2004.

Ankur A. Sahu — Managing Director and Vice President. Mr. Sahu serves as Managing Director of Goldman Sachs (Japan), Ltd. Mr. Sahu joined Goldman Sachs in 1993, was promoted to Vice President in 2000 and Managing Director in 2005. Mr. Sahu is a citizen of India.

Muneer A. Satter — Managing Director and Vice President. Mr. Satter serves as Managing Director of Goldman, Sachs & Co. Mr. Satter joined Goldman Sachs in 1988.

Richard S. Sharp — Managing Director and Vice President. Mr. Sharp serves as Managing Director of Goldman Sachs International and Head of Investment Banking Services Department. Mr. Sharp joined Goldman Sachs in 1984 and is a citizen of the United Kingdom.

Hsueh J. Sung — Managing Director and Vice President. Mr. Sung serves as Managing Director of Goldman Sachs (Asia), L.L.C. Mr. Sung joined Goldman Sachs in 1994 and is a citizen of Taiwan.

Stephen S. Trevor — Managing Director and Vice President. Mr. Trevor serves as Managing Director of Goldman, Sachs & Co. Mr. Trevor joined Goldman Sachs in 1992.

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Ulrika Werdelin — Managing Director and Vice President. Ms. Werdelin serves as Managing Director of Goldman Sachs International. Ms. Werdelin joined Goldman Sachs in 1993, was promoted to Vice President in 2000 and Managing Director in 2005. Ms. Werdelin is a citizen of Sweden.

Andrew E. Wolff — Managing Director and Vice President. Mr. Wolff serves as Managing Director of Goldman Sachs (Asia), L.L.C. Mr. Wolff joined Goldman Sachs in 1998, was promoted to Vice President in 2001 and Managing Director in 2005.

Elizabeth C. Fascitelli — Treasurer. Ms. Fascitelli serves as Managing Director of Goldman, Sachs & Co. Ms. Fascitelli joined Goldman Sachs in 1984.

Set forth below for each executive officer and director of Goldman, Sachs Management GP GmbH is his or her respective principal occupation or employment, the name of the corporation or other organization in which such occupation or employment is conducted and the five-year employment history of each such member. Each person identified below is a United States citizen except otherwise stated below. The principal business address for all the executive officers listed below is c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, except as follows:  The business address of Richard S. Sharp, David Greenwald and Simon Cresswell is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England.

Richard A. Friedman — Managing Director.  See information provided for Mr. Friedman above.

Joseph H. Gleberman —  Managing Director. See information provided for Mr. Gleberman above.

Henry Cornell — Managing Director. See information provided for Mr. Cornell above.

Richard S. Sharp — Managing Director. See information provided for Mr. Sharp above.

Elizabeth C. Fascitelli — Managing Director. See information provided for Ms. Fascitelli above.

Ben I. Adler — Managing Director. See information provided for Mr. Adler above.

John E. Bowman — Managing Director.  See information provided for Mr. Bowman above.

Katherine B. Enquist — Managing Director.  See information provided for Ms. Enquist above.

David J. Greenwald — Managing Director.Mr. Greenwald serves as Managing Director and International General Counsel of Goldman Sachs International.  Mr. Greenwald joined Goldman Sachs in 1994.

Simon Cresswell — Managing Director.  Mr. Cresswell serves as Vice President and General Counsel of Goldman Sachs International.  From 2000 until he joined Goldman Sachs in 2004 Mr. Cresswell was an Associate at Davis Polk & Wardwell.  Mr. Cresswell is a citizen of Australia.

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Set forth below for each member of the Principal Investment Area Investment Committee of Goldman, Sachs & Co. which exercises the authority of Goldman, Sachs & Co. in advising each of GSCP V Advisors, L.L.C., GSCP V Offshore Advisors, L.L.C, and GS Advisors V, L.L.C. is his or her respective principal occupation or employment, the name of the corporation or other organization in which such occupation or employment is conducted and the five-year employment history of each such member. Except as set forth above, the principal business address of each executive officers listed below is c/o Goldman Sachs, 85 Broad Street, New York, NY 10004.

Richard A. Friedman — Chairman. See information provided for Mr. Friedman above.

Ben I. Adler — Member. See information provided for Mr. Adler above.

Gerald J. Cardinale — Member. See information provided for Mr. Cardinale above.

Henry Cornell — Member. See information provided for Mr. Cornell above.

Joseph P. DiSabato — Member. See information provided for Mr. DiSabato above.

Elizabeth C. Fascitelli — Member. See information provided for Ms. Fascitelli above.

Robert R. Gheewalla — Member. See information provided for Mr. Gheewalla above.

Joseph H. Gleberman — Member. See information provided for Mr. Gleberman above.

Melina E. Higgins — Member. See information provided for Ms. Higgens above.

Adrian M. Jones — Member. See information provided for Mr. Jones above.

Scott Kapnick — Member. Mr. Kapnick serves as Managing Director of Goldman, Sachs & Co. Mr. Kapnick joined Goldman Sachs in 1985. Mr. Kapnick is a citizen of the United States.

Michael E. Koester — Member.  See information provided for Mr. Koester above.

Hughes B. Lepic — Member. See information provided for Mr. Lepic above.

Sanjeev K. Mehra — Member. See information provided for Mr. Mehra above.

Sanjay H. Patel — Member. See information provided for Mr. Patel above.

Muneer A. Satter — Member. See information provided for Mr. Satter above.

Richard S. Sharp — Member. See information provided for Mr. Sharp above.

Sarah E. Smith — Member. Ms. Smith serves as Managing Director of Goldman, Sachs & Co. Ms. Smith joined Goldman Sachs in 1986 and is a citizen of the United Kingdom.

Hsueh J. Sung — Member. See information provided for Mr. Sung above.

Stephen S. Trevor — Member. See information provided for Mr. Trevor above.

Set forth below for each executive officer and director of  GS Infrastructure Advisors 2006, L.L.C is his or her respective principal occupation or employment, the name of the corporation or other organization in which such occupation or employment is conducted and the five-year employment history of each such member. Each person identified below is a United States citizen except otherwise stated below. The business address for all the executive officers listed below is c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, except as follows:  The business address of  Julian C. Allen, Philippe L. Camu, Peter Lyneham, Sarah Mook  and Paul Obey is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England.

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Steven M. Feldman — President and Chairman.  Mr. Feldman serves as Managing Director of Goldman, Sachs & Co. and Global Co-Head of the Goldman Sachs Infrastructure Investment Group.  Mr. Feldman joined Goldman Sachs in 1989.

Julian C. Allen — Vice President, Secretary and Treasurer.  Mr. Allen serves as Vice President of Goldman Sachs International.  Mr. Allen joined Goldman Sachs in 1990 and is a citizen of the United Kingdom.

Philippe L. Camu — Vice President.  Mr. Camu serves as Managing Director of Goldman Sachs International and Head of the Infrastructure Investment Group in Europe    Mr. Camu joined Goldman Sachs in 1997 and was promoted to Managing Director in 2003.  Mr. Camu is a citizen of Belgium.

Ben I. Adler — Vice President.  See information provided for Mr. Adler above.

Renee Beaumont —  Vice President.  Ms. Beaumont serves as Vice President of Goldman, Sachs & Co.    From 1999 until she joined Goldman Sach in 2004 Ms. Beaumont was an Associate at Shearman & Sterling LLP.

Benjamin Hellweg — Vice President.  Mr. Hellweg serves as Vice President of Goldman, Sachs & Co.  Mr. Hellweg  joined Goldman Sachs in 2000, was promoted to Associate in 2002 and Vice President in 2005.

Jonathan Hunt — Vice President.  Mr. Hunt serves as Vice President of Goldman, Sachs & Co.  Mr.  Hunt joined Goldman Sachs in 1999, was promoted to Associate in 2003 and Vice President in 2004.

Peter Lyneham — Vice President.  Mr. Lyneham serves as Vice President of Goldman Sachs International.  Mr. Lyneham joined Goldman Sachs in 1999 and was promoted to Vice President in 2004.  Mr. Lyneham is a citizen of Australia.

Sarah Mook — Vice President.  Ms. Mook serves as Vice President of Goldman Sachs International.  Ms. Mook joined Goldman Sachs in 2006.  From 1998 to 2006 Ms. Mook served as Senior Associate at Freshfields Bruckhaus Deringer (65 Fleet Street, London, EC4V 2HS).   Ms. Mook is a citizen of the United Kingdom.

Josephine Mortelliti —Vice President.   Ms. Mortelliti services as Managing Directors of Goldman, Sachs & Co.  Ms. Mortelliti joined Goldman Sachs in 1994 and was promoted to Managing Director in 2004

Paul Obey — Vice President.  Mr. Obey serves as Vice President of Goldman Sachs International.  Mr. Obey joined Goldman Sachs in 1996 and is a citizen of the United Kingdom.

William J. Young — Vice President.  Mr. Young serves as Managing Director of Goldman, Sachs & Co. and Global Co-Head of the Goldman Sachs Infrastructure Investment Group.  Mr. Young joined Goldman Sachs in 2001.

Set forth below for each member of the IIG Investment Committee of Goldman, Sachs & Co. which exercises the authority of Goldman, Sachs & Co. in advising GS Infrastructure Advisors 2006, L.L.C is his or her respective principal occupation or employment, the name of the corporation or other organization in which such occupation or employment is conducted and the five-year employment history

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of each such member.  Each person identified below is a United States citizen except otherwise stated below. The business address for all the executive officers listed below is c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, except as follows:  The business address of Philippe L. Camu, Jamal Dhanani, David Grounsell and Richard Powers is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England.

Steven M. Feldman — Chairman.  See information provided for Mr.Feldman above.

Philippe L. Camu —  Member.  See information provided for Mr. Camu above.

Ben I. Adler — Member.  See information provided for Mr. Adler above.

Jamal Dhanani — Member.   Mr. Dhanani serves as Managing Director of Goldman Sachs International and Co-Head of the Infrastructure and Structured Finance Group in Europe.  Mr. Dhanani joined Goldman Sachs in 2001 as an Executive Director in the European Structured and Principal Finance Group, and was promoted to Managing Director in 2004.  Mr. Dhanani is a citizen of the United Kingdom.

Susanne Donohoe —  Member.  Ms. Donohoe serves as Managing Director of Goldman, Sachs & Co.  Ms. Donohoe joined Goldman Sachs in 1992.

Mark Florian —  Member.  Mr. Florian serves as Managing Director of Goldman, Sachs & Co.   Mr. Florian joined Goldman Sachs in 1985 and was promoted to Managing Director in 2003.

David Grounsell — Member.  Mr. Grounsell serves as Managing Director and General Counsel of Goldman Sachs International.  Mr. Grounsell joined Goldman Sachs in 1993 and was promoted to Managing Director in 2001.  Mr. Grounsell is a citizen of the United Kingdom.

Richard Powers —  Member.  Mr. Powers serves as Managing Director of Goldman Sachs International. Mr. Powers joined Goldman Sachs in 1998.

Stuart Rothenberg — Member.  Mr. Rothenberg serves as Managing Director of Goldman, Sachs & Co. and Head of Goldman, Sachs & Co.’s Real Estate Principal Investment Area. .  Mr. Rothenberg joined Goldman Sachs in 1987.

Jonathan Sobel — Member.  Mr. Sobel serves as Managing Director of Goldman, Sachs & Co.  Mr. Sobel joined Goldman Sachs in 1987.

Tracy Wolstencroft — Member.  Mr. Wolstencroft serves as Managing Director of Goldman, Sachs & Co. Mr. Wolstencroft joined Goldman Sachs in 1985.

William J. Young —  Member.  See information provided for Mr. Young  above.

During the past five years, none of the persons or entities described above in this Schedule III (i) has been convicted in a criminal proceeding (excluding traffic violations and misdemeanors), or (ii) except as set forth below, was a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining such person from future violations of, or prohibiting activities subject to, federal or state laws, or a finding of a violation of federal or state securities laws.

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In November 2002, the Securities and Exchange Commission (“SEC”), the National Association of Securities Dealers (“NASD”) and the New York Stock Exchange, Inc. (“NYSE”) alleged that five broker dealers, including Goldman Sachs, violated Section 17(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 17a-4 thereunder, NYSE Rules 440 and 342 and NASD Rules 3010 and 3110 by allegedly failing to preserve electronic mail communications for three years and/or to preserve electronic mail communications for the first two years in an accessible place, and by allegedly having inadequate supervisory systems and procedures in relation to the retention of electronic mail communications. Without admitting or denying the allegations, the five broker dealers, including Goldman, Sachs & Co. (“Goldman Sachs”), consented to censure by the SEC, NASD and NYSE and to the imposition of a cease-and-desist order by the SEC and Goldman Sachs paid a total fine of $1,650,000 ($550,000 each to the SEC, NASD and NYSE). Goldman Sachs also undertook to review its procedures regarding the preservation of electronic mail communications for compliance with the federal securities laws and regulations and the rules of the NASD and NYSE, and to confirm within a specified period of time that it has established systems and procedures reasonably designed to achieve compliance with those laws, regulations and rules.

On April 28, 2003, without admitting or denying liability, ten investment banking firms including Goldman Sachs, entered into global settlements with the SEC, the NYSE, the NASD and certain states to resolve the investigations relating to equity research analyst conflicts of interest. Goldman Sachs was charged with violating NYSE Rules 342, 401, 472 and 475, and NASD Conduct Rules 2110, 2210 and 3010. Goldman Sachs also agreed to a censure by the NYSE and the NASD and to pay a total of $110,000,000 and to adopt a set of industry-wide reforms of its research and investment banking businesses and to adopt certain restrictions on the allocations of “hot” IPO shares. The terms of the global settlement were entered in an order by a federal court in the Southern District of New York on October 31, 2003 (Civil Action Number 03CV2944).

On September 4, 2003, Goldman Sachs and the SEC settled administrative proceedings relating to certain trading in U.S. Treasury securities by Goldman Sachs on the morning of October 31, 2001. The Staff of the SEC alleged that Goldman Sachs violated (i) Section 15(c)(1) and Rule 15c1-2 of the Exchange Act as a result of certain trading in U.S. Treasury bonds over an eight minute period on October 31, 2001; and (ii) Section 15(f) of the Exchange Act by failing to maintain policies and procedures specifically addressed to the possible misuse of non-public information obtained from outside consultants. Under the Offer of Settlement submitted by Goldman Sachs and accepted by the SEC, without admitting or denying the SEC’s allegations, Goldman Sachs consented to the entry of an Order that, among other things, (i) censured Goldman Sachs; (ii) directed Goldman Sachs to cease and desist from committing or causing any violations of Section 15(c)(1)(A) & (C) and 15(f) and Rule 15c1-2 of the Exchange Act; (iii) ordered Goldman Sachs to pay disgorgement and prejudgment interest in the amount of $1,742,642, and a civil monetary penalty of $5 million; and (iv) directed Goldman Sachs to conduct a review its policies and procedures and to adopt, implement and maintain policies and procedures consistent with the Order and that review. Goldman Sachs also undertook to pay $2,562,740 in disgorgement and interest relating to certain trading in U.S. Treasury bond futures during the same eight minute period.

On July 1, 2004, Goldman Sachs and the SEC settled administrative proceedings relating to communications from Goldman Sachs sales traders on its Asian Shares Sales Desk to certain institutional customers and news media concerning four international public securities offerings during the period between October 1999 and March 2000. The SEC alleged (i) that certain of these communications by Goldman Sachs employees were made after the registration statements pertaining to those offerings were filed, but not yet declared effective by the SEC, in violation of Section 5(b) of the Securities Act and (ii) that certain comments to the news media by Goldman Sachs with respect to one of the offerings constituted an offer to sell securities in violation of Section 5(c) of the Securities Act. The SEC also alleged that Goldman Sachs failed to adequately supervise the Asian Shares Sales Desk traders, as

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required by Section 15(b)(4)(E) of the Exchange Act. Under the Offer of Settlement submitted by Goldman Sachs and accepted by the SEC, without admitting or denying the SEC’s allegations, Goldman Sachs consented to the entry of an Order that, among other things, directed Goldman Sachs to cease and desist from committing or causing any violations of Sections 5(b) and 5(c) of the Securities Act., and ordered Goldman Sachs to pay a civil monetary penalty of $2 million.

On January 24, 2005, the SEC filed an action in the U.S. District Court for the Southern District of New York alleging that Goldman Sachs violated Rule 101 of Regulation M under the Exchange Act by attempting to induce, or inducing certain investors to make, aftermarket purchases of certain initial public offerings underwritten by Goldman Sachs during 2000. On February 4, 2005, without admitting or denying the allegations of the complaint, a final judgment was entered against Goldman Sachs, with the consent of Goldman Sachs, under which Goldman Sachs was permanently restrained and enjoined from violating Rule 101 of Regulation M and required to pay a $40 million civil penalty, which was paid on March 31, 2005.

In May 2006, the SEC alleged that fourteen investment banking firms, including Goldman Sachs, violated Section 17(a)(2) of the Securities Act of 1933, by engaging in one or more practices relating to auctions of auction rate securities during the period from January 1, 2003 through June 30, 2004 as described in the cease-and-desist order entered by the SEC. Goldman Sachs has agreed to provide certain disclosures about its material auction practices and procedures to auction participants and to certify to the SEC that it has implemented certain procedures relating to the auction process. As part of a multi-firm settlement, Goldman Sachs submitted an Offer of Settlement which was accepted by the SEC on May 31, 2006. Without admitting or denying the allegations, Goldman Sachs consented to a censure and cease-and-desist order and payment of $1,500,000 civil money penalty.

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SCHEDULE IV
Information Concerning Carlyle Partners IV, L.P.

     TC Group IV, L.P. is the general partner of Carlyle Partners IV, L.P.; TC Group IV, L.L.C. is the general partner of TC Group IV, L.P.; TC Group, L.L.C. is the managing member of TC Group IV, L.L.C.; and TCG Holdings, L.L.C. is the managing member of TC Group, L.L.C.

     During the last five years, none of TCG Holdings, L.L.C., TC Group, L.L.C., TC Group IV, L.L.C., TC Group IV, L.P. or Carlyle Partners IV, L.P. has been (1) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (2) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining such person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

Each of the entities listed above were organized in the State of Delaware.  The business address for each of the entities listed above is c/o The Carlyle Group, 1001 Pennsylvania Avenue, NW Washington, DC 20004-2505.

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SCHEDULE V
Information Concerning Carlyle/Riverstone Global Energy and Power Fund III, L.P.

     Carlyle/Riverstone Energy Partners III, L.P. is the general partner of Carlyle/Riverstone Global Energy and Power Fund III, L.P.  C/R Energy GP III, LLC is the general partner of Carlyle/Riverstone Energy Partners III, L.P.  Riverstone Investment Services LLC and Carlyle Investment Management, L.L.C. each have a 50% voting interest in C/R Energy GP III, LLC.  TC Group, LLC is the managing member of Carlyle Investment Management, L.L.C.  TCG Holdings, L.L.C. is the managing member of TC Group, LLC.  Riverstone Holdings LLC controls Riverstone Investment Services LLC.

     During the last five years, none of Riverstone Holdings LLC, Riverstone Investment Services LLC, TCG Holdings, L.L.C., TC Group, L.L.C., Carlyle Investment Management, L.L.C., C/R Energy GP III, LLC, Carlyle/Riverstone Energy Partners III, L.P. or Carlyle/Riverstone Global Energy and Power Fund III, L.P. has been (1) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (2) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining such person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

     The business address for each of Carlyle/Riverstone Energy Partners III, L.P., Carlyle/Riverstone Global Energy and Power Fund III, L.P., C/R Energy GP III, LLC, Riverstone Investment Services LLC and Riverstone Holdings LLC is  c/o Riverstone Holdings LLC, 712 Fifth Avenue, 51st Floor, New York, NY 10019, Attention: David M. Leuschen and Pierre F. Lapeyre, Jr.

                The business address for each of Carlyle Investment Management, L.L.C., TC Group, LLC, TCG Holdings, L.L.C. is c/o The Carlyle Group, 1001 Pennsylvania Avenue, NW Washington, DC 20004-2505; the state of organization of these entities is the State of Delaware.

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SCHEDULE VI
Information Concerning Knight AIG LLC

AIG Knight LLC (“AIG Knight”), a Delaware limited liability company, is a wholly-owned subsidiary of AIG Financial Products Corp. (“AIGFP”), a Delaware corporation.  AIGFP is a wholly-owned subsidiary of American International Group, Inc. (“AIG”), a Delaware corporation.  AIG Knight was formed for the purpose of holding AIG’s investment in Parent.  AIG may determine in the future to distribute ownership interests in AIG Knight or its interest in Parent to AIG subsidiaries and funds or investment vehicles sponsored or managed by AIG or AIG subsidiaries, in addition to AIGFP.  The principal executive offices of AIG are located at 70 Pine Street, New York, New York 10270; AIGFP and AIG Knight are located at 50 Danbury Road, Wilton, Connecticut 06897.

Starr International Company, Inc., a Panamanian corporation (“SICO”), has the sole power to vote and direct the disposition of 307,911,552 shares of common stock, par value $2.50 per share, of AIG (“AIG Shares”) and the shared power to direct the disposition of 2,202,603 AIG Shares held by Universal Foundation, Inc., a Panamanian  corporation (“Universal Foundation”).  Universal Foundation has the sole power to vote such 2,202,603 AIG Shares. C.V. Starr & Co., Inc. a Delaware corporation (“Starr”), has the shared power to vote and direct the disposition of 41,277,246 AIG Shares (18,644,278 of which are held by the C.V. Starr & Co., Inc. Trust (“Starr Trust”), of which Starr is a beneficiary).  Maurice R. Greenberg, a United States citizen, has the sole power to vote and direct the disposition of 2,902,886 AIG Shares, which may be acquired pursuant to stock options previously granted by AIG to Mr. Greenberg as a then officer and director of AIG.  Mr. Greenberg has shared power to vote and direct the disposition of 79,388,082 AIG Shares, 18,120,666 of which are held as a tenant in common with Mr. Greenberg’s wife, 108,663 of which are held in family trusts of which Mr. Greenberg is a trustee, 41,277,246 of which are held by Starr (18,644,278 shares of which are held by the Starr Trust, for which Starr is a beneficiary and Mr. Greenberg is a trustee), 381,507 of which are held by the Maurice R. and Corinne P. Greenberg Family Foundation, Inc., a New York not-for-profit corporation (the “Greenberg Foundation”), of which Mr. Greenberg, his wife and family members are directors and 20,000,000 of which are held by the Maurice R. and Corinne P. Greenberg Joint Tenancy Company, LLC, a Florida limited liability company (the “Greenberg Joint Tenancy Company”), of which the Maurice R. and Corinne P. Greenberg Joint Tenancy Corporation, Inc. (the “Greenberg Joint Tenancy Corporation”) is the sole and managing member.  Mr. Greenberg owns 24.08% of the voting common stock of Starr directly.  The Greenberg Foundation has the shared power to vote and direct the disposition of such 381,507 AIG Shares.  The Greenberg Joint Tenancy Company has the shared power to vote and direct the disposition of such 20,000,000 AIG Shares.  Edward E. Matthews, a United States citizen, has the sole power to vote and direct the disposition of 729,320 AIG Shares, 306,820 of which are held directly by Mr. Matthews and 422,500 of which may be acquired pursuant to stock options previously granted by AIG to Mr. Matthews as a then officer and director of AIG.  Mr. Matthews has shared power to vote and direct the disposition of 18,667,378 AIG Shares, 23,100 of which are held by Mr. Matthews’ wife and 18,644,278 of which are held by the Starr Trust, for which Starr is a beneficiary and Mr. Matthews is a trustee.

The principal executive offices of SICO are located at Fitzwilliam Hall, Fitzwilliam Place, Dublin 2, Ireland and it also maintains an office at Mercury House, 101 Front Street, Hamilton HM12, Bermuda.  The principal executive offices of Starr and the Greenberg Foundation are located at 399 Park Avenue, 17th Floor, New York, New York 10022.  The principal executive offices of Universal Foundation are located at Mercury House, 101 Front Street, Hamilton HM 12, Bermuda.  The principal executive offices of the Greenberg Joint Tenancy Company are located at 35 Ocean Reef Drive, Key Largo, Florida 33037.

All information provided herein with respect to Messrs. Greenberg and Matthews, SICO, Starr, Universal Foundation, the Greenberg Foundation, and the Greenberg Joint Tenancy Company and their respective directors and executive officers is provided based solely on the information set forth in the

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most recent amendment to Schedule 13D relating to AIG Shares filed on May 26, 2006 on behalf of Messrs. Greenberg and Matthews, SICO, Starr, Universal Foundation, the Greenberg Foundation and the Greenberg Joint Tenancy Company.  This information has not been updated to reflect changes in the ownership by such parties of AIG Shares that are disclosed in filings made by one or more of such parties under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  In each case, such information may not be accurate or complete and AIG takes no responsibility therefor and makes no representation to its accuracy or completeness as of the date hereof or any subsequent date.

2006 Regulatory Settlements

In February 2006, AIG reached a final settlement with the Securities and Exchange Commission (“SEC”), the United States Department of Justice (“DOJ”), the Office of the New York Attorney General (“NYAG”) and the New York State Department of Insurance (“DOI”).  The settlements resolved outstanding litigation filed by the SEC, NYAG and DOI against AIG and concluded negotiations with these authorities and the DOJ in connection with the accounting, financial reporting and insurance brokerage practices of AIG and its subsidiaries, as well as claims relating to the underpayment of certain workers compensation premium taxes and other assessments.

AIG, without admitting or denying the allegations in the SEC complaint, consented to the issuance of a final judgment on February 9, 2006: (a) permanently restraining and enjoining AIG from violating Section 17(a) of the Securities Act of 1933, as amended (“Securities Act”), and Sections 10(b), 13(a), 13(b)(2) and 13(b)(5) and Rules 10b-5, 12b-20, 13a-1, 13a-13 and 13b2-1 of the Exchange Act; (b) ordering AIG to pay disgorgement in the amount of $700 million; and (c) ordering AIG to pay a civil penalty in the amount of $100 million.  These amounts have been paid into a fund under the supervision of the SEC to be available to resolve claims asserted in various civil proceedings, including shareholder lawsuits.

In February 2006, AIG and the DOJ entered into a letter agreement.  In the letter agreement, the DOJ notified AIG that in its view, AIG, acting through some of its employees, violated federal criminal law in connection with misstatements in periodic financial reports that AIG filed with the SEC between 2000 and 2004 relating to certain transactions.  The settlement with the DOJ consists of, among other things, AIG’s cooperating with the DOJ in the DOJ’s ongoing criminal investigation, accepting responsibility for certain of its actions and those of its employees relating to these transactions and paying $25 million.

Effective February 9, 2006, AIG entered into agreements with the NYAG and the DOI, settling claims under New York’s Martin Act and insurance laws, among other provisions, which were originally brought by the NYAG and the DOI in a civil complaint filed on May 26, 2005.  Under the agreements, $375 million was paid into a fund under the supervision of the NYAG and the DOI to be available principally to pay certain AIG insureds who purchased excess casualty policies through Marsh & McLennan Companies, Inc. or Marsh Inc.  In addition, approximately $343 million will be used to compensate participating state funds in connection with the underpayment of certain workers compensation premium taxes and other assessments.  In addition, AIG paid $100 million as a fine to the State of New York.

As part of these settlements, AIG has agreed to retain for a period of three years an independent consultant who will conduct a review that will include the adequacy of AIG’s internal controls over financial reporting and the remediation plan that AIG has implemented as a result of its own internal review.

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PNC Settlement

In November 2004, AIG and AIGFP, a subsidiary of AIG, reached a final settlement with the SEC, the Fraud Section of the DOJ and the United States Attorney for the Southern District of Indiana with respect to issues arising from certain structured transactions entered into with Brightpoint, Inc. and the PNC Financial Services Group, Inc. (“PNC”), the marketing of transactions similar to the PNC transactions and related matters.

As part of the settlement, the SEC filed against AIG a civil complaint, based on the conduct of AIG primarily through AIGFP, alleging violations of certain antifraud provisions of the federal securities laws and for aiding and abetting violations of reporting and record keeping provisions of those laws.  AIG, without admitting or denying the allegations in the SEC complaint, consented to the issuance of a final judgment permanently enjoining it and its employees and related persons from violating certain provisions of the Exchange Act, Exchange Act rules and the Securities Act, ordering disgorgement of fees it received from the PNC transactions and providing for AIG to establish a transaction review committee to review the appropriateness of certain future transactions and to retain an independent consultant to examine certain transactions entered into between 2000 and 2004 and review the policies and procedures of the transaction review committee.

The DOJ filed against AIGFP PAGIC Equity Holding Corp. (“AIGFP PAGIC”), a wholly-owned subsidiary of AIGFP, a criminal complaint alleging that AIGFP PAGIC violated federal securities laws by aiding and abetting securities law violations by PNC, in connection with a transaction entered into in 2001 with PNC that was intended to enable PNC to remove certain assets from its balance sheet.   The settlement with the DOJ consists of separate agreements with AIG and AIGFP and a complaint filed against, and deferred prosecution agreement with, AIGFP PAGIC.  Under the terms of the settlement, AIGFP paid a monetary penalty of $80 million.  On January 17, 2006, the court approved an order dismissing the complaint with prejudice and AIGFP PAGIC has since been dissolved.  The obligations of AIG, AIGFP and AIGFP PAGIC under the DOJ agreements relate principally to cooperating with the DOJ and other federal agencies in connection with their related investigations.

Except as set forth above, during the last five years, none of AIG, AIGFP or AIG Knight, nor, to the knowledge of each of AIG, AIGFP or AIG Knight, any of the executive officers and directors of AIG, AIGFP or AIG Knight, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been 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.

The names of the directors and executive officers of AIG, AIGFP, AIG Knight, SICO, Starr, Universal Foundation, the Greenberg Foundation and the Greenberg Joint Tenancy Company, their business addresses and present principal occupations, including the business addresses and principal occupations of Messrs. Greenberg and Matthews, are set forth below.  The business address indicated for Messrs. Greenberg and Matthews and each other director and executive officer is also the address of the principal employer of such person.  All of the persons listed below are citizens of the United States, except for Messrs. Sullivan, Tse and Walsh, who are British Subjects, Mr. Marshall A. Cohen, who is a Canadian citizen, Dr. Jacob A. Frenkel, who is a citizen of the State of Israel and the Republic of Poland, Messrs. Bridgwater, Forster, Pentland and Osborne and Ms. Barclay and Ms. Barnes, who are citizens of the United Kingdom, Messrs. Zalamea and Colayco and Ms. Fernando, who are citizens of the Republic of Philippines, Mr. Gabriele, who is a citizen of the Republic of Italy, and Mr. Micottis, who is a citizen of the Republic of France.

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Except as noted below, each director of AIG has occupied an executive position with the company or organization listed below for at least five years.  Mr. Hammerman served as Deputy Commissioner of Legal Matters for the New York City Police Department from 2002 through 2004.  Prior to that, he was employment by Merrill Lynch & Co., Inc. from 1978 to 2002, with his final position being Vice Chairman.  Mr. Holbrooke served as United States Ambassador to the United Nations from 1999 to 2001.  Mr. Offit served as Chief Executive Officer of Offit Associates Inc. from 1983 to 2001.  During that time, Mr. Offit founded Offitbank, which merged into Wachovia Bank in 1999.

Except as noted below, each of the executive officers of AIG has, for more than five years, occupied an executive position with AIG or companies that are now its subsidiaries.  From January 2000 until joining AIG in May 2004, Mr. Frenkel served as Chairman of Merrill Lynch International, Inc.  Between 1991 and 2001, Mr. Frenkel served for two consecutive terms as the Governor of the Bank of Israel.  Prior to joining AIG in September 2002, Mr. Bensinger was Executive Vice President and Chief Financial Officer of Combined Specialty Group, Inc. (a division of Aon Corporation) commencing in March 2002, and served as Executive Vice President of Trenwick Group, Ltd. from October 1999 through December 2001.  Prior to joining AIG in February 2005, Mr. Winans was a Vice President at Lehman Brothers Equity Research covering property-casualty insurers.  Prior to joining Lehman Brothers in June 2003, he held a similar position at Williams Capital, following three years as an equity analyst covering the property-casualty sector at Morgan Stanley and previously at Paine Webber, which he joined in late 1999.  From May 1985 until joining AIG, Mr. Roemer was employed by JPMorgan Chase, most recently as Senior Vice President — Internal Audit.  Prior to joining AIG, Ms. Kelly was Executive Vice President and General Counsel of MCI/WorldCom from 2003 to early 2006.  Prior to that, Ms. Kelly was Senior Vice President and General Counsel of Sears, Roebuck and Co. beginning in 1999.

Each executive officer of AIGFP and AIG Knight has occupied an executive position with AIGFP (or, in the case of Mr. Balfan, AIGFP or another subsidiary of AIG) for at least five years.

Except as noted below, each director of AIGFP has occupied an executive position with AIGFP or the organization listed below for at least five years.  Mr. Foster has worked as a consultant, served as a Board Member of the Financial Accounting Standards Board from 1993 to June 2003 and served on the Board of Managers of PJM Interconnection LLC since July 2003.

None of AIG, AIGFP or AIG Knight has complete information regarding the material employment during the past five years of Messrs. Greenberg and Matthews, and the respective directors and executive officers of SICO, Starr, Universal Foundation, the Greenberg Foundation, and the Greenberg Joint Tenancy Company.

DIRECTORS AND EXECUTIVE OFFICERS OF AMERICAN INTERNATIONAL GROUP, INC.

Pei-yuan Chia	Director	Retired Vice Chairman, Citicorp and Citibank, N.A.	c/o 70 Pine Street, New York, New York 10270
Marshall A. Cohen	Director	Counsel, Cassels, Brock & Blackwell	Cassels, Brock & Blackwell, 40 King Street West, 20th Floor, Toronto, Ontario M5H 3C2
Martin S. Feldstein	Director	Professor of Economics, Harvard University; President and CEO,	National Bureau of Economic Research,

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		National Bureau of Economic Research	Inc., 1050 Massachusetts Avenue, Cambridge, Massachusetts 02138
Ellen V. Futter	Director	President, American Museum of Natural History	American Museum of Natural History, Central Park West at 79th Street, New York, New York 10024
Steven L. Hammerman	Director	Retired; Former Deputy Commissioner for Legal Matters for the New York Police Department and Vice Chairman, Merrill Lynch & Co., Inc.	c/o 70 Pine Street, New York, New York 10270
Richard C. Holbrooke	Director	Vice Chairman, Perseus LLC	Perseus LLC, 1235 Avenue of the Americas, New York, New York, 10019
Fred H. Langhammer	Director	Chairman, Global Affairs and Former Chief Executive Officer, The Estee Lauder Companies Inc.	767 Fifth Avenue, New York, New York 10153
George L. Miles	Director	President and Chief Executive Officer, WQED Multimedia	4802 Fifth Avenue, Pittsburgh, Pennsylvania 15213
James F. Orr III	Director	Chairman of the Board of Trustees, The Rockefeller Foundation	420 Fifth Avenue, New York, New York 10018
Morris W. Offit	Director	Co-Chief Executive Officer, Offit Hall Capital Management LLC	65 East 55th Street, New York, New York 10022
Virginia M. Rometty	Director	Senior Vice President — Global Business Services, International Business Machines Corporation	New Orchard Road, Armonk, New York 10504
Martin J. Sullivan	Director and Executive Officer	President and Chief Executive Officer	70 Pine Street, New York, New York 10270
Michael H. Sutton	Director	Consultant; Former Chief Accountant of the United States Securities and Exchange Commission	c/o 70 Pine Street, New York, New York 10270
Edmund S.W. Tse	Director and Executive Officer	Senior Vice Chairman - Life Insurance	American International Assurance Co., Ltd., 1 Stubbs Road, Hong Kong
Robert B. Willumstad	Director	Former President and Chief Operating Officer, Citigroup Inc.	9 West 57th Street, New York, New York 10019

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Frank G. Zarb	Director	Chairman, Frank Zarb Associates, LLC; Senior Advisor, Hellman & Friedman LLC	375 Park Avenue, New York, New York 10152
Dr. Jacob A. Frenkel	Executive Officer	Vice Chairman - Global Economic Strategies	70 Pine Street, New York, New York 10270
Frank G. Wisner	Executive Officer	Vice Chairman - External Affairs	70 Pine Street, New York, New York 10270
Steven J. Bensinger	Executive Officer	Executive Vice President & Chief Financial Officer	70 Pine Street, New York, New York 10270
Anastasia D. Kelly	Executive Officer	Executive Vice President, General Counsel and Senior Regulatory and Compliance Officer	70 Pine Street, New York, New York 10270
Rodney O. Martin, Jr.	Executive Officer	Executive Vice President - Life Insurance	2929 Allen Parkway, Houston, Texas 77019
Kristian P. Moor	Executive Officer	Executive Vice President - Domestic General Insurance	70 Pine Street, New York, New York 10270
Win J. Neuger	Executive Officer	Executive Vice President & Chief Investment Officer	70 Pine Street, New York, New York 10270
R. Kendall Nottingham	Executive Officer	Executive Vice President - Life Insurance	70 Pine Street, New York, New York 10270
Robert B. Sandler	Executive Officer	Executive Vice President - Domestic Personal Lines	70 Pine Street, New York, New York 10270
Nicholas C. Walsh	Executive Officer	Executive Vice President - Foreign General Insurance	70 Pine Street, New York, New York 10270
Jay S. Wintrob	Executive Officer	Executive Vice President - Retirement Services	AIG Retirement Services, Inc., 1999 Avenue of the Stars, Los Angeles, California 90067
William N. Dooley	Executive Director	Senior Vice President - Financial Services	70 Pine Street, New York, New York 10270
Axel I. Freudmann	Executive Officer	Senior Vice President - Human Resources	70 Pine Street, New York, New York 10270
David L. Herzog	Executive Officer	Senior Vice President & Comptroller	70 Pine Street, New York, New York 10270
Robert E. Lewis	Executive Officer	Senior Vice President & Chief Risk Officer	70 Pine Street, New York, New York 10270
Michael E. Roemer	Executive Officer	Senior Vice President & Director of Internal Audit	70 Pine Street, New York, New York 10270

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Brian T. Schreiber	Executive Officer	Senior Vice President - Strategic Planning	70 Pine Street, New York, New York 10270
Richard W. Scott	Executive Officer	Senior Vice President - Investments	70 Pine Street, New York, New York 10270
Kathleen E. Shannon	Executive Officer	Senior Vice President and Secretary	70 Pine Street, New York, New York 10270
Keith Duckett	Executive Officer	Vice President - Administration	70 Pine Street, New York, New York 10270
Robert A. Gender	Executive Officer	Vice President & Treasurer	70 Pine Street, New York, New York 10270
Charlene M. Hamrah	Executive Officer	Vice President & Director of Investor Relations	70 Pine Street, New York, New York 10270
Eric N. Litzky	Executive Officer	Vice President - Corporate Governance	70 Pine Street, New York, New York 10270
Christopher D. Winans	Executive Officer	Vice President - Media Relations	70 Pine Street, New York, New York 10270

DIRECTORS AND EXECUTIVE OFFICERS OF AIG FINANCIAL PRODUCTS CORP.

M. Bernard Aidinoff	Director	Retired Partner, Sullivan & Cromwell	Sullivan & Cromwell, 125 Broad Street, New York, NY 10004
Steven J. Bensinger	Director	Executive Vice President and Chief Financial Officer, American International Group, Inc.	70 Pine Street, New York, New York 10270
Joseph J. Cassano	Director and Executive Officer	President and Chief Executive Officer	Banque AIG, London Branch, 1 Curzon Street, 5th Floor, London, U.K. W1J5RT
William N. Dooley	Director and Executive Officer	Senior Vice President - Financial Services, American International Group, Inc.; Chairman, AIG Financial Products Corp.	70 Pine Street, New York, New York 10270
Martin S. Feldstein	Director	Professor of Economics, Harvard University; President and CEO, National Bureau of Economic Research	National Bureau of Economic Research, Inc., 1050 Massachusetts Avenue, Cambridge, Massachusetts 02138
John M. Foster	Director	Consultant	c/o AIG Financial Products Corp., 50 Danbury Road, Wilton, Connecticut, 06897-4444

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Morris W. Offit	Director	Co-Chief Executive Officer, Offit Hall Capital Management LLC	65 East 55th Street, New York, New York 10022
Martin J. Sullivan	Director	President and Chief Executive Officer, American International Group, Inc.	70 Pine Street, New York, New York 10270
Michael H. Sutton	Director	Consultant; Former Chief Accountant of the United States Securities and Exchange Commission	c/o 70 Pine Street, New York, New York 10270
Douglas L. Poling	Executive Officer	Executive Vice President, Chief Administrative Officer, General Counsel and Secretary	50 Danbury Road, Wilton, Connecticut, 06897-4444
Mark S. Balfan	Executive Officer	Chief Financial Officer and Treasurer	50 Danbury Road, Wilton, Connecticut, 06897-4444
David Ackert	Executive Officer	Executive Vice President — Transaction Development Group	50 Danbury Road, Wilton, CT 06897-4444
James Bridgwater	Executive Officer	Executive Vice President — Quantitative Solutions	Banque AIG, London Branch, 1 Curzon Street, 5th Floor, London, U.K. W1J5RT
Andrew Forster	Executive Officer	Executive Vice President — Asset Trading and Credit Products	Banque AIG, London Branch, 1 Curzon Street, 5th Floor, London, U.K. W1J5RT
Mauro Gabriele	Executive Officer	Executive Vice President — European Marketing	Banque AIG, 44-46 rue de Bassano, Paris, 75008 France
William Kolbert	Executive Officer	Executive Vice President — Systems	50 Danbury Road, Wilton, CT 06897-4444
Pierre Micottis	Executive Officer	Executive Vice President — Market Risk	Banque AIG, 44-46 rue de Bassano, Paris, 75008 France
Nigel Pentland	Executive Officer	Executive Vice President — Asian Marketing	Banque AIG, Tokyo Branch, 14th Flr, Urbannet Otemachi Building, 2-2 Otemachi 2 Chome, Chiyoda-ku, Tokyo 100-0004 Japan

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EXECUTIVE OFFICERS OF AIG KNIGHT LLC

Joseph J. Cassano	Executive Officer	President and Chief Executive Officer, AIG Financial Products Corp.	Banque AIG, London Branch, 1 Curzon Street, 5th Floor, London, U.K. W1J5RT
Douglas L. Poling	Executive Officer	Executive Vice President, Chief Administrative Officer, General Counsel and Secretary, AIG Financial Products Corp.	50 Danbury Road, Wilton, Connecticut, 06897-4444
Mark S. Balfan	Executive Officer	Chief Financial Officer and Treasurer, AIG Financial Products Corp.	50 Danbury Road, Wilton, Connecticut, 06897-4444
David Ackert	Executive Officer	Executive Vice President — Transaction Development Group, AIG Financial Products Corp.	50 Danbury Road, Wilton, CT 06897-4444

DIRECTORS AND EXECUTIVE OFFICERS OF STARR INTERNATIONAL COMPANY, INC.

Maurice R. Greenberg	Chairman of the Board and Director	Chairman of the Board and director, Starr International Company, Inc. and C.V. Starr & Co., Inc.; Chief Executive Officer, C.V. Starr & Co., Inc.; trustee of C.V. Starr & Co., Inc. Trust; member, director and Chairman of the Board, The Starr Foundation.	399 Park Avenue, 17th Floor, New York, New York 10022
Edward E. Matthews	Managing Director	Managing Director and director, Starr International Company, Inc.; director and President, C.V. Starr & Co., Inc.; trustee, C.V. Starr & Co., Inc. Trust; member and director, The Starr Foundation.	399 Park Avenue, 17th Floor, New York, New York 10022
Houghton Freeman	Director	President, Freeman Foundation	499 Taber Hill Road, Stowe, VT 05672
Howard I. Smith	Director	Vice Chairman-Finance and Secretary, C.V. Starr & Co., Inc.	399 Park Avenue, 17th Floor, New York, NY 10022
John J. Roberts	Director	Senior Advisor, American International Group, Inc.	Concordia Farms P.O. Box 703, Easton, MD 21601
Ernest Stempel	Director	Senior Advisor and Honorary Director, American International Group, Inc.	70 Pine Street, New York, NY 10270
Cesar Zalamea	Director	President and Chief Executive Officer, Starr International Company (Asia), Limited	Suite 1405-7, Two Exchange Square, 8 Connaught Place, Central, Hong Kong

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DIRECTORS AND EXECUTIVE OFFICERS OF C.V. STARR & CO., INC.

Maurice R. Greenberg	Chairman of the Board, director and Chief Executive Officer	(See above)	(See above)
Howard I. Smith	Vice Chairman-Finance and Secretary and Director	(See above)	(See above)
Edward E. Matthews	President and Director	(See above)	(See above)
J. Christopher Flowers	Director	Chairman of the Board of Directors, J.C. Flowers and Co. LLC	717 Fifth Avenue, 26th Floor, New York, NY 10022
Houghton Freeman	Director	(See above)	(See above)
John J. Roberts	Director	(See above)	(See above)
Bertil P-H Lundquist	Director	Executive, Vice President and General Counsel, C.V. Starr & Co., Inc.	399 Park Avenue, 17th Floor, New York, New York 10022

DIRECTORS AND EXECUTIVE OFFICERS OF UNIVERSAL FOUNDATION, INC.

Stuart Osborne	President and Director	President of Universal Foundation	Mercury House101 Front StreetHamilton HM 12, Bermuda
Eligia G. Fernando	Director	Retired	Mercury House101 Front StreetHamilton HM 12, Bermuda
Cesar C. Zalamea	Director	(See above)	Mercury House101 Front StreetHamilton HM 12, Bermuda
Aloysius B. Colayco	Director	Managing Director, Argosy Partners	Argosy Partners8th Floor, Pacific Star Building Makati City, Philippines

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Jennifer Barclay	Secretary	Secretary of Universal Foundation	Mercury House101 Front StreetHamilton HM 12, Bermuda
Margaret Barnes	Treasurer	Treasurer of Universal Foundation	Fitzwilliam HallFitzwilliam PlaceDublin 2, Ireland

DIRECTORS AND EXECUTIVE OFFICERS OF THE MAURICE R. AND CORRINE P. GREENBERG FAMILY FOUNDATION, INC.

Maurice R. Greenberg	Chairman and Director	(See above)	(See above)
Corrine P. Greenberg	President and Director	President and Director, Greenberg Foundation	399 Park Avenue, 17th Floor, New York, New York 10022
Jeffrey W. Greenberg	Vice President and Director	Vice President and Director, Greenberg Foundation	399 Park Avenue, 17th Floor, New York, New York 10022
Evan G. Greenberg	Vice President and Director	President and Chief Executive Officer, ACE Limited	399 Park Avenue, 17th Floor, New York, New York 10022
Lawrence S. Greenberg	Vice President and Director	Private Equity Investor	399 Park Avenue, 17th Floor, New York, New York 10022
Shake Nahapetian	Treasurer	Administrative Assistant, CV Starr	399 Park Avenue, 17th Floor, New York, New York 10022

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DIRECTOR AND EXECUTIVE OFFICER OF THE MAURICE R. AND CORRINE P. GREENBERG JOINT TENANCY CORPORATION, INC.

Maurice R. Greenberg	Chairman, CEO, President, Treasurer,	(See above)	(See above)
(See above)	Secretary and Director

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EXHIBIT INDEX

(a)(1)	Letter to Stockholders of Kinder Morgan, Inc., incorporated herein by reference to the Proxy Statement on Schedule 14A filed by Kinder Morgan, Inc. with the Securities and Exchange Commission on September 22, 2006
(a)(2)	Notice of Special Meeting of Stockholders of Kinder Morgan, Inc., incorporated herein by reference to the Proxy Statement on Schedule 14A filed by Kinder Morgan, Inc. with the Securities and Exchange Commission on September 22, 2006
(a)(3)	Proxy Statement of Kinder Morgan, Inc., incorporated herein by reference to the Proxy Statement on Schedule 14A filed by Kinder Morgan, Inc. with the Securities and Exchange Commission on September 22, 2006
(b)(1)	Debt Commitment Letter, dated as of July 18, 2006, among Acquisition Co., Goldman Sachs Credit Partners L.P., Citigroup Global Markets Inc., Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., Wachovia Bank, National Association, Wachovia Investment Holdings, LLC, Wachovia Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Capital Corporation (incorporated by reference to Exhibit 7.11 of Amendment No. 2 to Schedule 13D filed by Mr. Richard Kinder with the SEC on August 30, 2006)
(c)(1)	Fairness Opinion of Morgan Stanley & Co. Incorporated, dated August 27, 2006, incorporated herein by reference to Annex B of the Proxy Statement on Schedule 14A filed by Kinder Morgan, Inc. with the Securities and Exchange Commission on September 22, 2006
(c)(2)	Fairness Opinion of The Blackstone Group L.P., dated August 27, 2006, incorporated herein by reference to Annex C of the Proxy Statement on Schedule 14A filed by Kinder Morgan, Inc. with the Securities and Exchange Commission on September 22, 2006
(c)(3)	Presentation of The Blackstone Group L.P., and Morgan Stanley & Co. Incorporated to the Special Committee of the Board of Directors of Kinder Morgan, Inc., dated August 27, 2006
(c)(4)	Presentation of Goldman, Sachs & Co. to The Blackstone Group L.P. and Morgan Stanley & Co. Incorporated dated August 2, 2006
(c)(5)	Presentation of Richard Kinder and C. Park Shaper to the Special Committee of the Board of Directors of Kinder Morgan, Inc. dated as of July 28, 2006
(d)(1)	Agreement and Plan of Merger, dated August 28, 2006, among Knight Holdco LLC, Knight Acquisition Co. and Kinder Morgan, Inc., incorporated herein by reference to Annex A of the Proxy Statement on Schedule 14A filed by Kinder Morgan, Inc. with the Securities and Exchange Commission on September 22, 2006
(d)(2)	Guarantee dated as of August 28, 2006 of GS Capital Partners V Fund, L.P. (incorporated by reference to Exhibit 7.12 of Amendment No. 2 to Schedule 13D filed by Mr. Richard Kinder with the SEC on August 30, 2006)
(d)(3)	Guarantee dated as of August 28, 2006 of GS Global Infrastructure Partners I, L.P. (incorporated by reference to Exhibit 7.13 of Amendment No. 2 to Schedule 13D filed by Mr. Richard Kinder with the SEC on August 30, 2006)
(d)(4)	Guarantee dated as of August 28, 2006 of Carlyle Partners IV, L.P. (incorporated by reference to Exhibit 7.14 of Amendment No. 2 to Schedule 13D filed by Mr. Richard Kinder with the SEC on August 30, 2006)
(d)(5)	Guarantee dated as of August 28, 2006 of Carlyle/Riverstone Global Energy and Power Fund III, L.P. (incorporated by reference to Exhibit 7.15 of Amendment No. 2 to Schedule 13D filed by Mr. Richard Kinder with the SEC on August 30, 2006)

21

(d)(6)	Guarantee dated as of August 28, 2006 of AIG Financial Products Corp. (incorporated by reference to Exhibit 7.16 of Amendment No. 2 to Schedule 13D filed by Mr. Richard Kinder with the SEC on August 30, 2006)
(d)(7)	Equity Commitment Letter dated August 28, 2006 of The Goldman Sachs Group, Inc. (incorporated by reference to Exhibit 7.06 of Amendment No. 2 to Schedule 13D filed by Mr. Richard Kinder with the SEC on August 30, 2006)
(d)(8)	Equity Commitment Letter dated August 28, 2006 of GS Global Infrastructure Partners I, L.P. (incorporated by reference to Exhibit 7.05 of Amendment No. 2 to Schedule 13D filed by Mr. Richard Kinder with the SEC on August 30, 2006)
(d)(9)	Equity Commitment Letter dated August 28, 2006 of GS Capital Partners V Fund, L.P. (incorporated by reference to Exhibit 7.01 of Amendment No. 2 to Schedule 13D filed by Mr. Richard Kinder with the SEC on August 30, 2006)
(d)(10)	Equity Commitment Letter dated August 28, 2006 of GS Capital Partners V Offshore Fund, L.P. (incorporated by reference to Exhibit 7.02 of Amendment No. 2 to Schedule 13D filed by Mr. Richard Kinder with the SEC on August 30, 2006)
(d)(11)	Equity Commitment Letter dated August 28, 2006 of GS Capital Partners V Institutional, L.P. (incorporated by reference to Exhibit 7.04 of Amendment No. 2 to Schedule 13D filed by Mr. Richard Kinder with the SEC on August 30, 2006)
(d)(12)	Equity Commitment Letter dated August 28, 2006 of GS Capital Partners V GmbH CO. KG (incorporated by reference to Exhibit 7.03 of Amendment No. 2 to Schedule 13D filed by Mr. Richard Kinder with the SEC on August 30, 2006)
(d)(13)	Equity Commitment Letter dated August 28, 2006 of Carlyle Partners IV, L.P. (incorporated by reference to Exhibit 7.07 of Amendment No. 2 to Schedule 13D filed by Mr. Richard Kinder with the SEC on August 30, 2006)
(d)(14)	Equity Commitment Letter dated August 28, 2006 of Carlyle/Riverstone Global Energy and Power Fund III, L.P. (incorporated by reference to Exhibit 7.08 of Amendment No. 2 to Schedule 13D filed by Mr. Richard Kinder with the SEC on August 30, 2006)
(d)(15)	Equity Commitment Letter dated August 28, 2006 of AIG Knight LLC (incorporated by reference to Exhibit 7.09 of Amendment No. 2 to Schedule 13D filed by Mr. Richard Kinder with the SEC on August 30, 2006)
(d)(16)	Rollover Commitment Letter dated August 28, 2006 of Richard D. Kinder (incorporated by reference to Exhibit 7.10 of Amendment No. 2 to Schedule 13D filed by Mr. Richard Kinder with the SEC on August 30, 2006)
(d)(17)	Rollover Commitment Letter dated September 22, 2006 of Fayez Sarofim
(d)(18)	Rollover Commitment Letter dated September 22, 2006 of Portcullis Partners, LP
(d)(19)	Voting Agreement dated as of August 28, 2006 among Knight Holdco LLC, Knight Acquisition Co. and Richard D. Kinder
(d)(20)	Limited Liability Company Agreement dated as of August 28, 2006 of Knight Holdco LLC, by and among GS Capital Partners V Fund, L.P., GS Capital Partners V Offshore Fund, L.P., GS Capital Partners V GmbH & CO. KG, GS Capital Partners V Institutional, L.P., GS Global Infrastructure Partners I, L.P., The Goldman Sachs Group, Inc., Carlyle Partners IV, L.P., The Carlyle/Riverstone Global Energy and Power Fund III, L.P., AIG Knight LLC and Richard Kinder, dated as of August 28, 2006

22

(f)(1)	Section 17-6712 of the Kansas General Corporation Code, incorporated herein by reference to Annex D of the Proxy Statement on Schedule 14A filed by Kinder Morgan, Inc. with the Securities and Exchange Commission on September 22, 2006
(g)	None

23

EX-99.(C)(3)

Exhibit (c)(3)

 

Presentation to the Board of Directors August 27, 2006 Project Franklin

 

Table of Contents Project Franklin Section 1 Summary of Current Proposal Section 2 Equity Market Environment Section 3 Midstream Transaction Environment Section 4 Kite Financial Overview Section 5 Valuation of Kite Section 6 Strategic Alternatives Appendix A Valuation of Key General Partnership Appendix B Valuation of NGPL Appendix C Valuation of Terasen Gas Appendix D Valuation of Kite Canada Appendix E Valuation of Key

 

Project Franklin Section 1 Summary of Current Proposal

 

Summary of Current Proposal Situation Overview Project Franklin 1Original Proposal On May 28, 2006, Richard D. Kinder, Chairman and CEO of the Company (“Kite”), along with a group of investors led primarily by Goldman Sachs (“GS Capital Partners”) sent a letter to the Board of Directors of Kite indicating its willingness to purchase all of the outstanding shares of common stock of Kite at a cash purchase price of $100 per share (the “Proposal”) Other investors in the deal include senior management of Kite, co-founder Bill Morgan, Board members Fayez Sarofim and Mike Morgan, AIG, The Carlyle Group and Riverstone Holdings LLC Proposed bid structure includes $2.8 billion of equity roll-over from management and participating Board members, $4.5 billion of equity from financial sponsors and approximately $14.5 billion of total debt (based on estimated 12/31/06 cash and debt balances) Current Proposal On August 22, 2006, Richard Kinder and the group of investors indicated that they were prepared to revise their proposal to $107.50 per share

 

Summary of Current Proposal Situation Overview (cont’d) Project Franklin 2Morgan Stanley and The Blackstone Group discussed structure and valuation alternatives with the Special Committee regularly throughout the transaction process Morgan Stanley and The Blackstone Group had periodic conversations with various other parties regarding potential interest in a competing bid for Kite 28-May-06 28-May-06 Richard D. Kinder and a group of investors led primarily by GS Capital Partners offered to purchase all of the outstanding shares of common stock of Kite at a cash purchase price of $100 per share13-Jun-06 11-Jul-06 14-Aug-06 21-Aug-06 Morgan Stanley and The Blackstone Group performed due diligence and spoke with energy industry participants and private equity investors who may be interested in acquiring Kite13-Jun-06 Kite announced that the Special Committee had retained Morgan Stanley and The Blackstone Group as its financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP as its legal advisor to review and evaluate alternative proposals11-Jul-06 Morgan Stanley and The Blackstone Group met with the Special Committee and formally presented their evaluation of the Proposal and other potential alternatives Multiple discussions with the buying group about the Proposal 14-Aug-06 Morgan Stanley and The Blackstone Group met with the Special Committee and other Independent Directors and formally presented their evaluation of the Proposal and other potential alternatives21-Aug-06 Morgan Stanley and The Blackstone Group met with Special Committee to discuss valuation

 

Summary of Current Proposal Scope of Morgan Stanley and Blackstone's Work Project Franklin 3For purposes of the opinion set forth, Morgan Stanley and Blackstone have: Reviewed certain publicly available financial statements and other business and financial information of Kite and Key, the general partner of which Kite owns and in which Kite owns a significant limited partner interest Reviewed certain internal financial statements and other financial and operating data concerning Kite prepared by the managements of Kite and Key, respectively Reviewed certain financial projections prepared by the managements of Kite and Key, respectively Discussed the past and current operations and financial condition and the prospects of Kite with senior executives of Kite and discussed the risks related thereto with the management of Kite Discussed with the management of Kite potential restructuring plans for Kite prepared and presented by the management of Kite Reviewed the reported prices and trading activity of Kite Common Stock and the common stock of Key Compared the financial performance of Kite and the prices and trading activity of Kite Common Stock with that of certain other comparable publicly-traded companies and their securities Reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions Participated in discussions and negotiations among representatives of Kite, Parent and their financial and legal advisors Reviewed a draft of the Merger Agreement, dated August 25, 2006, the draft Rollover Commitments and the draft Financing Commitments of Parent and Merger Sub (as defined in the Merger Agreement), and certain related documents Performed such other analyses and considered such other materials and factors as we have deemed appropriate

 

Summary of Current Proposal Scope of Morgan Stanley and Blackstone's Work (cont’d) Project Franklin 4We have assumed and relied upon, without independent verification: The accuracy and completeness of the information made available to us by Kite for the purposes of this opinion That the financial projections have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the future financial performance of Kite and Key That the Merger will be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that (i) Parent will obtain financing for the Merger in accordance with the terms set forth in the Financing Commitments, and (ii) the transactions contemplated by the Rollover Commitments will be consummated in accordance with their terms That there will be no delay in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the Merger, that no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the Merger

 

Summary of Current Proposal Third Party Discussions Project Franklin 5Source Capital IQ Morgan Stanley and The Blackstone Group held discussions with various third parties, none of whom was willing to make a competing proposal for the company at this time Equity/AggregateValue$BnCreditRatingGeneral IndustrialsGE351 / 697Aaa / AAAMajors (Domestic)ExxonMobil417 / 389Aaa / AAAChevron146 / 146Aa2/AAConocoPhillips111 / 141A- / A1Majors (International)BP235 / 249Aa1 / AA+Royal Dutch Shell230 / 241Aa1 / AAEncana45 / 51Baa2 / A-BG Group46 / 46A2 / A-Fund Size orEquity/AggregateValue$BnCreditRatingFinancial SponsorsBlackstone15.6-Cerberus15.0-TPG13.0-KKR 12.5-Perry Capital10.2-Apollo10.1-Borealis InfrastructureUp to 10.0-Warburg Pincus8.0-First Reserve7.0-Macquarie6.0-Och-Ziff5.8-Sponsor PartnersEnterprise11 / 16Baa3 / BB+Energy Transfer4 / 7-Equity/AggregateValue$BnCreditRatingPipelines / Utilities / R&M (Domestic)Valero39 / 43Baa3 / BBB-Duke38 / 59Baa2 / BBBDominion28 / 47Baa2 / BBBWilliams15 / 22Ba2 / BB-AES14 / 31Ba3 / BB-El Paso10 / 25B2 / B+KochNA / NA-MidAmerican / Berkshire HathawayNA / NAAaa / AAAPipelines / Utilities / R&M (International)E.ON84 / 88Aa3 / AA-Suez54 / 70A2 / A-National Grid32 / 52Baa1 / ACentrica20 / 19A3 / ATransCanada15 / 28A3 / NREnbridge11 / 20A3 / A-

 

Project Franklin Summary of Current Proposal Transaction Overview 6Offer Overview The offer, as most recently communicated, contemplates Kite borrowing approximately $7Bn and issuing more than $5Bn in new equity to the consortium of financial sponsors These funds would be used to repurchase 100% of the common stock of Kite not owned by Kimberly Dang, Steven Kean, David Kinder, Richard Kinder, Joe Listengart, Bill Morgan, Mike Morgan, Fayez Sarofim, Park Shaper and James Street Notes As of 06/30/06 Excludes a $1.0Bn contingent equity commitment that investors will provide to the entity if it fails to achieve a determined interest coverage test (2) Illustrative Sources and Uses of Cash in Proposal (1)$BnSourcesUsesPrivate Equity Consortium Investment5.1Acquisition Non-Management Equity11.6Kite Management Equity3.0Kite Management Equity3.0Existing & New Debt14.1Existing Debt7.2Fees0.4Total Sources22.2Total Uses22.2

 

Summary of Current Proposal Transaction Overview (cont’d) Project Franklin 7Notes Based on 135.7MM fully diluted shares outstanding; based on Treasury method for all in-the-money options Based on 6/30/06 cash balance of $168MM, total debt of $7.4Bn and excludes minority interest of $1.3Bn Based on adjusted 6/30/06 cash balance of $168MM and total debt of $5.6Bn (pro forma for sale of Retail, TransMountain and 75% of Corridor) Assumes EBITDA projections of $1,732 and $1,721 and EPS estimates of $5.00 and $5.44 for 2006 and 2007, respectively, provided by management (which include other income and exclude minority interest as does aggregate value) Summary Description and Key Terms and ConditionsDescription:Management led consortium acquires 100% of non-management owned common stock of KiteConsideration:$107.50/shareEquity Value:$14.6Bn(1)Aggregate Value:$21.8Bn(2)AV / EBITDA(4)P / E(4)2006(2)2007(3)20062007Transaction Multiples:12.6x11.7x21< /font>.5x19.8x30 Day Trailing Average $86.4060 Day Trailing Average$88.371 Year Trailing Average$90.535 Year Trailing Average$61.83LTM High$101.44LTM Low$76.40PremiumsPaid:24.4%21.6%18.7%73.9%6.0%40.7%

 

Summary of Current Proposal

Transaction Overview (cont'd)

Summary Description of Key Terms and Conditions

Acquiror • Merger Sub, an acquisition vehicle and wholly owned subsidiary of an LLC set up by the

bidding group (“Parent”), will merge with and into the Company, with the Company

subsequently becoming a wholly owned subsidiary of Parent

Closing Conditions /

Termination Provisions

• Company stockholder approval of 2/3 of shares outstanding

• Expiration of antitrust waiting period and regulatory approvals

• Representations and warranties bringdown subject to material adverse change (in the

event of a breach, 30 day period to cure)

• No material adverse change to the Company has occurred and is continuing at the close

Deal Protection • “No shop” provision (with standard fiduciary out)

• Termination Fee from Company to Parent: $220 million, or 1.5% of equity value

• Termination Fee from Parent to Company: $220 million, or 1.5% of equity value

(sponsors are guaranteeing termination fee)

Other Key Provisions • Standard representations and warranties for Company and Parent

• Standard covenants related to the conduct of business

• No financing contingency 8

 

Summary of Current Proposal Equity Market Performance – Since Announcement As of August 22, 2006 Project Franklin 9Source FactSet Notes Midstream Index includes Enbridge, El Paso ONEOK, Southern Union, TransCanada, Williams MLP Index includes Boardwalk Pipeline Partners, Copano Energy, DCP Midstream, Enbridge Energy Partners, Enterprise Products Partners, Energy Transfer Partners, Genesis Energy, Holly Energy, Hiland Partners, Magellan Midstream, MarkWest Energy, ONEOK Partners, Plains All American, Regency Energy Partners, Sunoco Logistics, TC Pipelines, Valero L.P, Williams Partners, Crosstex Energy Kite vs Key, MLP Index and Midstream Index (1) (2) $ +20.5% +8.0% -0.9% Kite Midstream Key MLP Since the consortium announced its proposal, Kite has traded in-line with the proposed offer, the S&P 500 has increased 1.5%, the Midstream Index (1) has increased 9.3% and the MLP Index (2) has increased 8.0%+9.3%

 

Summary of Current Proposal Kite Valuation Matrix As of August 22, 2006 Project Franklin 10Notes Median IBES estimates for peer valuations; management estimates for Kite Multiples adjusted for sale of TransMountain, 75% sale of Corridor, and sale of Retail Valuation Matrix($MM, except per share values)Premium/ImpliedImpliedPremium(Discount) toPremium toEquityAggregatePrice / Earnings (1)(2)Agg. Value / EBITDA (2)Priceto UnaffectedLTM HighLTM LowValueValue2006E2007E2006E2007EStatistic$84.41$101.44$76.40$11,425$18,638$5.00$5.44$1,732$1,72184.410.0%(16.8%)10.5%11,42518,63816.9x15.5x10.8x9.9x100.0018.5%(1.4%)30.9%13,56120,77420.0x18.4x12.0x11.1x105.0024.4%3.5%37.4%14,24621,45921.0x19.3x12.4x11.5x107.5027.4%6.0%40.7%14,58821,80121.5x19.8x12.6x11.7x110.0030.3%8.4%44.0%14,93122,14422.0x20.2x12.8x11.9x115.0036.2%13.4%50.5%15,61622,82923.0x21.1x13.2x12.3xMean Midstream Peers18.3x16.4x9.9x9.4xMean MLP Peers11.3x9.8xMean LDC Peers17.2x16.2x8.4x7.9xMean C-Corp Peers18.8x16.5x10.2x9.6x

 

Summary of Current Proposal Selected Wall Street Perspectives on Proposal Project Franklin 11Selected Wall Street Perspectiveson ProposalAnalystCarl KirstRonald J. BaroneRichard GrossJohn K. Tysseland< /font>Scott SolerPrice TargetPre-Announcement$110$106$100$105$105Post-Announcement $100$100$100$105$105Transaction Commentary“… investors will generally see the $100 proposal as fair given both the upside involved as well as recognition that interest rate fears…have eaten into the stock’s valuation.”“… we see no feasible/hostile M&A suitors that put Kite into play.”“… fundamentally driven by Key’s GP valuation and free cash characteristics rather than from the undervalued nature of its pipelines and utilities.”“We would be surprised to see a competing higher bid.”“We believe this underscores the value of infrastructure assets such as pipelines.”“… this transaction will cause investors to raise the valuation matrix that were applied to pipelines and other energy infrastructure assets.”“ We feel [the potential offer increase] could fall in the $105-$108 per share range.”“The offer probably has some room for improvement but we don’t see a bidding war.”“We believe management is critical to success of deal. As a result, don’t expect bids from other operating companies.”“Given strong consortium of existing group, would need very strong alternate private equity group to displace current bid.”“… the proposed transactions increase the value of Kite’s general partnership interest in Key, yet attempt to take advantage of recent stock price weakness.”“We believe investors have more to gain in the long-run by not accepting the offer of $100 per share.”“… a higher multiple could be attributed to Kite’s GP interest and thus a takeout price of $100 per share would be low.”“… there is value in a conservatively financed publicly traded GP as opposed to a leveraged privately held GP.”“… the stock should be worth at least $120/share by 2010 given…expansion opportunities and the undervalued GP…Obviously management agrees; thus the buyout offer.”“… this factor [the undervalued GP stake] combined with the company’s significant long-term, potential EPS power of >=$9.00 and free cash flow power of >=$8.00 drove the buyout offer.”

 

Project Franklin Section 2 Equity Market Environment

 

Equity Market Environment Kite Annotated Stock Price Performance (1) Last Twelve Months Project Franklin Note As of August 22, 2006 12Kite – Price Volume Performance $ Volume (‘000s) Source FactSet, Bloomberg 19-Oct-05 Q3 Earnings release; profits increased 12% to $1.01 a share on net income of $124.8MM 13-Dec-05 Provides Earnings Guidance for FY2006; Expects EPS to rise 18% to $5.00; reiterated plans to raise dividend to $3.50 18-Jan-06 Reports record earnings for 2005 and raised its quarterly dividend 17% to $0.81 ($3.24 annualized) 15-Feb-06 Conference Call to address FY 2005 and outlook for FY 2006; reiterates expectation of $5.00 EPS 19-Apr-06 Q1 Earnings release; profits increased 29% to $1.44 a share on income from continuing operations of $194.5MM 29-May-06 Management announces Consortium proposal $101.75 19-July-06 Q2 Earnings release; profits increased by 18% to $1.17 a share on net income of $157.2MM 30-Nov-05 Acquisition of Terasen completed - $5.6Bn final consideration 27-July-06 Increased dividend to $0.875 ($3.50 annualized)

 

Equity Market Environment Key Annotated Stock Price Performance (1)Last Twelve Months Project Franklin Note As of August 22, 2006 13Key – Price Volume Performance $ Volume (‘000s) Source FactSet 19-Oct-05 Q3 Earnings release; net income rose 13% to 245.4MM or $0.57 per unit; above expectations 18-Jan-06 Q4 Earnings release; Increase quarterly cash distribution 8% to $0.80 ($3.20 annualized) 23-Feb-06 Completed the joint acquisition (66.7%) with Sempra of Entrega Gas Pipeline from EnCana for $240MM $44.62 29-May-06 Kite Management announces Consortium proposal 19-Jul-06 Q2 Earnings release; net income rose 8% to $242.2 or $0.50 per unit. 17-Apr-06 Acquires A&L Trucking, DPRT LLC., and Lomita Rail Terminal LLC for combined $63MM 9-Aug-06 Follow-on Equity Offering of $224MM completed selling 5MM units at $44.80 27-Jul-06 Declares 4% increase in cash distribution to $0.81 per unit compared to $0.78 in Q205

 

Equity Market Environment Equity Market Performance – Since January 2001 Project Franklin 14Kite vs Midstream Index (1)$ Source FactSet Key vs MLP Index (2)$ Source FactSet +108% (32)% +61% +113% Unaffected +72% Kite vs Spot WTI vs Spot Natural Gas % Source FactSet Key vs Spot WTI vs Spot Natural Gas % Source FactSet +160% +108% (31)% Unaffected +72% +160% +61% (31)% Notes Midstream Index includes Enbridge, El Paso, ONEOK, Southern Union, TransCanada, Williams MLP Index includes Boardwalk Pipeline Partners, Copano Energy, DCP Midstream, Enbridge Energy Partners, Enterprise Products Partners, Energy Transfer Partners, Genesis Energy, Holly Energy, Hiland Partners, Magellan Midstream, MarkWest Energy, ONEOK Partners, Plains All American, Regency Energy Partners, Sunoco Logistics, TCLP, Valero L.P, Williams Partners, Crosstex Energy Since 2001, Kite has substantially outperformed its peer group, while Key has tracked the MLP index closely

 

Equity Market Environment Midstream Equity Markets Activity Project Franklin The midstream equity markets have seen increasing volume since 2000, with GPs representing a large portion of the recent new issue activity Despite the increased activity, the market’s flexibility to receive larger deals is somewhat limited by the retail nature of the MLP investor universe 15Source Company filings Source Company filings MLP Equity Issuance $MM Source SDC MLP Equity Issuance Source SDC Recent MLP IPOsAt IPOIssueAmountImpliedOfferingCurrentCompanyDate($mm)Equity ValueYieldYieldRegency Energy Partners1/31/06275.07647.0%5.9%DCP Midstream12/2/05193.53766.5%5.3%Boardwalk Pipeline Partners11/9/05292.51,9767.2%5. 4%Global Partners9/29/05107.82487.5%8.0%Williams Partners8/18/05107.53016.5%4.8%TransMontaigne Partners5/25/0585.01567.5%5.6%Teekay LNG Partners5/6/0 5132.06487.5%6.0%

 

Equity Market Environment Midstream Equity Markets Depth Project Franklin While the midstream and MLP markets have experienced relatively strong performance and interest recently, the market still remains relatively small when compared to the broader energy market One of the most noteworthy aspects of the energy and midstream markets recently has been GP valuations Despite the market activity and momentum, the market remains small when compared to other energy sub-sectors 16Total Market Capitalization $Bn Source FactSet

 

Project Franklin Equity Market Environment Midstream Equity Markets GP Valuation Considerations While the market has clearly demonstrated an appreciation for the growth associated with a GP ownership stake, it has not yet begun to differentiate among the various alternatives 17Total Return % Source Company Filings, FactSet, Equity Research Leverage to growth 2.3x Leverage to growth 2.9x Leverage to growth 1.8x Leverage to growth 1.7x Leverage to growth 2.0x Note Cash flow = net income + D&A – maintenance capex Source Company Filings, FactSet MLP / GP Yields % Source Company Filings, FactSet (1) (1) 2007 Price / Cash Flow x C-Corp(1) LPs GPs 5.3 9.3 12.9 7.8 13.2 16.9 19.8 21.1 22.9 LegendCompanyTickerEnterprise Products PartnersEPDEnterprise GP HoldingsEPEEnergy Transfer PartnersETPEnergy Transfer EquityETEMagellan Midstream PartnersMMPMagellan Midstream HoldingsMGGValer o LPVLIValero GP HoldingsVEHBuckeye PartnersBPLBuckeye GP HoldingsBGH

 

Project Franklin Equity Market Environment Selected MLP IPO Yields (1) Since 1994 Average MLP Index IPO Yields % Source Company Filings, FactSet Note As of August 22, 2006 18

 

Midstream AV / EBITDA x Equity Market Environment Public Market Comparables (1) As of August 22, 2006 Project Franklin 192006 2007 Notes Based on IBES estimates; Kite based on management estimates Excludes Kite Offer and Kite Unaffected Source Company Filings, FactSet Offer Offer Mean(2): 9.4x Mean(2): 9.9x LegendEl PasoEPEnbridgeENBONEOK OKESouthern UnionSUGTransCanadaTRPWilliams WMB

 

Project Franklin Section 3 Midstream Transaction Environment

 

Midstream Transaction Environment Midstream Transaction Environment 2002 – Current 2002 – 2003 Era of the Distressed Sale 2004 – 2005 Era of Growth through Acquisition 2006 and Forward Organic Growth / GP Focus Buyers and Sellers • Convergence companies were the primary sellers during this period, specifically Williams, El Paso and Duke - Represented 13 of 24 transactions in 2003 • Financial sponsors represented a large part of the buyers universe - Notable new entrants included AIG, Berkshire Hathaway, Loews, Riverstone, Charlesbank and Natural Gas Partners • Sellers included Utilities and Majors keen to taking advantage of an increasingly attractive sellers market - Shell, ChevronTexaco, ExxonMobil, BP, ConocoPhillips - AEP, TXU, Texas Genco, OG&E, ONEOK • Also among active sellers were Sponsors looking to monetize investments at relatively attractive multiples: - Anschutz, Charlesbank, Koch, AIG Highstar, Natural Gas Partners • Buyers included MLPs, Sponsors and, increasingly, Corporates • Sponsors and MLPs represent the majority of buyers, year to date Commentary • 2002 saw the bottom of the transaction market with an average LTM multiple of 7.7x • 2003 realized a slight recovery with LTM multiples increasing to 8.2x • Transaction multiples continued to increase (10.2x in 2004 and 11.5x in 2005), driven in part by low interest rates and also by steady Sponsor interest • MLPs continued to execute a growth-through-acquisition strategy, although were increasingly outbid by Corporates for some of the larger assets • 2006 has seen continued evolution of the GP market with three MLP GP's electing to monetize a portion of their stake in the public markets • PAA's acquisition of PPX and Kite's MBO have further highlighted the GP value • MLP's meanwhile, have returned their focus to organic opportunities, seeking to avoid high multiples in the acquisition market Notable Transactions • The creation of Energy Transfer through the reverse merger with Heritage Propane • Enterprise’s acquisition of Gulfterra • Vulcan's acquisition of PAA's GP • Kite's acquisition of Terasen • EPCO's acquisition of TPP’s GP • Targa's acquisition of Dynegy Midstream • SUG’s acquisition of Sid Richardson midstream • Plains All American's acquisition of Pacific Energy Partners • Kite's proposed MBO • ONEOK's restructuring with Northern Border

 

Midstream Transaction Environment Midstream M&A Review As of August 22, 2006 Project Franklin 21Transaction Multiples x $MM Source JS Herold, Wall Street Research, Bloomberg Source JS Herold, Wall Street Research, Bloomberg Deal Volume by Buyer Type $MM # of Transactions

 

Project Franklin Section 4 Kite Financial Overview

 

Kite Financial Overview Kite Overview Project Franklin 22Kite100% GP 9% LP Units 17% KMR Shares Key Source Management Projections including G&A allocations for Kite; above figures do not include $7.3MM unallocated G&A and $8.8MM of equity income for Customer Works; Key figures exclude corporate expenses Second largest transporter of crude oil and petroleum products in Canada. The company has a total transportation capacity of about 960,000 barrels/day through approximately 2,800 miles of pipelines in Canada and the U.S. It also has five terminals with about 5 million barrels of capacity. 2006E EBITDA: $135MM Includes: - TransMountain - Corridor - Express - Platt Largest local distribution company in British Columbia and third largest in Canada. It provides natural gas distribution and related services to almost 900,000 customers. 2006E EBITDA: $325MM Develops natural gas-fired power plants. The company built and holds a preferred interest in a 550-megawatt natural gas-fired power plant in Jackson, MI. It also owns an interest in three plants in Colorado. 2006E EBITDA: $21MM Natural gas utility for approx. 240,000 residential, agricultural, commercial and industrial customers in rural Colorado, Wyoming and Nebraska. 2006E EBITDA: $66MM Largest transporter of natural gas into the high-demand Chicago market. The system has approx. 10,000 miles of pipeline, 239 Bcf of working gas storage and peak day deliverability of 5.8 Bcf/day. 2006E EBITDA: $522MM Kite owns the general partner of and has a significant limited partner interest in Key. 2006E EBITDA: $660MM Kite Canada (1) Terasen Gas Power Retail Natural Gas (2) NGPL Key Stake Largest transporter and marketer of CO2 for enhanced oil recovery projects in the U.S. Transports over 1 Bcf/day through 1,300 miles of pipelines. Significant interests in 3 oil fields and a crude oil pipeline in the Permian Basin. 2006E EBITDA: $548MM Major transporter of natural gas in TX, Rocky Mtn., and the Midwest. Approx. 15,000 miles of pipelines with transportation capacity of 9 Bcf/day and working gas storage capacity of 35 Bcf. Also owns and operates gathering, treating and processing facilities. 2006E EBITDA: $503MM Largest independent transporter of petroleum products in the U.S. The company transports over 2 million barrels/day of gasoline, jet fuel, diesel and natural gas liquids through more than 10,000 miles of pipelines. 2006E EBITDA: $592MM Largest independent terminal operator in the U.S. Approx. 85 terminals handle more than 80 million tons annually of coal, petcoke and other materials. Liquids storage capacity of 40 million barrels for petroleum products & chemicals, and about 55 transload facilities. 2006E EBITDA: $393MM Key, Sempra Pipelines & Storage, and ConocoPhillips are jointly pursuing the development of a natural gas pipeline to link producing areas in the Rocky Mountain region to the upper Midwest and Eastern United States. The pipeline will have a capacity of up to 2 Bcf/day. 2006E EBITDA: $0 CO2 Natural Gas Pipelines Products Pipelines Terminals REX Notes 1. Management plan assumes TransMountain and 75% of Corridor sold as of 1/1/07 2. Pending expected close of sale to GE in January 2007

 

Kite Financial Overview Kite EBITDA by Segment Management Projections Project Franklin Notes TransMountain included in Key Excludes TransMountain, Corridor and Retail from 2007-2010 23Kite EBITDA by Segment $MM Source Management Projections include G&A allocations (1) 19.0% 1.9% 4.7% 2006-2010 CAGR 8.0% 2010 EBITDA by Segment $2,353MM Source Management Projections include G&A allocations 2006 EBITDA by Segment $1,732MM Source Management Projections include G&A allocations NM (2)

 

Project Franklin Kite Financial Overview NGPL 24Opportunities Strong customer base (7 of top 10 are LDCs) with little concentration Long term contracts with recent major rollover success Substantial volume of cushion gas that can be released (15 Bcf) Low cost pipeline vs. the competition Over $200M of near term expansion opportunities with long term fixed rate negotiated contracts in place Risks Potential for an adverse rate case Competition in Chicago market area Potential for movements in the supply basins Note 1. Excludes G&A allocations (1) NGPL Historical and Projected Results$MMFiscal Year Ending Dec. 31,2005A2006E2007E2008E2009E2010ERevenues949.2856.1911.4932.8956.0982.4% Growth-(9.8%)6.5%2.3%2.5%2.8%EBITDA534.7570.6625.6646.7669.6695.6< font size="1" color="white" style="color:white;font-size:1.0pt;">% Growth-6.7%9.6%3.4%3.5%3.9%% Margin56.3%66.7%68.6%69.3%70.0%70.8%EBIT435.1464.5518.4538.4560.3585.1% Growth-6.7%11.6%3.9%4.1%4.4%% Margin45.8%54.3%56.9%57.7%58.6%59.6%

 

Project Franklin Kite Financial Overview Terasen Gas 25Opportunities 3rd largest gas utility in Canada, with over C$3.0Bn rate base Strong operational performance as Terasen continues to earn incentive returns above allowed rate of return for operational cost savings Stable cash flow Good organic growth opportunities through LNG storage and the Inland Pacific Connector Risks Regulation puts a cap on earnings potential Natural gas commodity price risk as industrial customers can switch to alternative energy sources Potential for future regulatory/political sentiment changes Note 1. Excludes G&A allocations Terasen Gas Historical and Projected Results(1)$MM2006E2007E2008E2009E2010ERevenues1,621.61,631.61,639.61,648.61,658.6% Growth-0.6%0.5%0.5%0.6%EBITDA324.5331.1336.5342.8350.0% Growth-2.0%1.6%1.9%2.1%% Margin20.0%20.3%20.5%20.8%21.1%EBIT238.0242.0244.3247.3251.1% Growth-1.7%1.0%1.2%1.5%% Margin14.7%14.8%14.9%15.0%15.1%Fiscal Year Ending Dec. 31,

 

Project Franklin Kite Financial Overview Kite Canada 26Opportunities Favorable demographic trends in the western US and Canada Good position to benefit from emerging opportunities in Canadian oil sands Blue chip list of shippers Significant capital expansion opportunities through TMX1, TMX2 and TMX3 ($3Bn+ opportunity) Good asset fit and investment potential for MLP structure of Key Risks Impact of declining oil prices on oil sands opportunity Execution risks on expansion projects (raw material prices, availability of labor, etc.) Management projections assume TransMountain is sold to Key on 1/1/07 Also assume the sale of 75% of Corridor for $225MM Therefore, Kite Canada’s remaining investments are deconsolidated in 2007 Note Inclusive of equity in partnerships (1) (1) Kite Canada Historical and Projected Results$MMFiscal Years Ending December 31,2006E2007E2008E2009E2010ERevenues198.1----% Growth-EBITDA134.8----% Growth-% Margin68.0%EBIT98.4----% Growth-% Margin49.7%Equity in Partnerships17.621.121.627.227.7

 

Kite Financial Overview Key EBITDA by Segment Management Projections Project Franklin 27Key EBITDA by Segment $MM Source Management Projections before corporate expenses 18.5% 11.5% 7.5% 2006-2010 CAGR 17.4% Source Management Projections before corporate expenses 2006 EBITDA by Segment $2,036MM Source Management Projections before corporate expenses 2010 EBITDA by Segment $3,646MM 15.7% NM

 

Kite Financial Overview Kite – Equity in Partnerships Project Franklin 28Kite - Equity in Partnerships $MM Source Management Projections Note 1. Net of Key Management minority interests The bulk of Kite’s growth in its ownership of Key comes from its GP interest 15.1% 18.9% 2006-2010 CAGR 19.0% 19.8%

 

Kite Financial Overview Key Growth Drivers Project Franklin 29Notes 1. Includes acquisition capex of $50MM a year from 2007 to 2010 2. 2006 includes $94MM for Journey acquisition 3. Includes acquisition capex of $100MM a year from 2007 to 2010 4. Includes $479MM and $308MM in acquisitions in 2004 and 2005, respectively (4) (4) Expansion Capital Expenditures2006-20102004200520062007200820092010AverageProducts Pipeline (1) 122.8164.2123.5200.0150.0150.0150.0154.7TransMountain ---95.6607.3816.6-506.5Natural Gas Pipelines / REX--624.5874.2668.545.7-553.2Natural Gas Pipelines / LA Line---< font size="1" color="white" style="color:white;font-size:1.0pt;">113.7292.272.6-159.5Natural Gas Pipelines / All Other54.256.724.2100.0100.0100.0100.084.8CO2 (2) 275.7267.5422.4206.3184.2167.8142.6224.7Terminals (3) 64.7121.6121.2300.0250.0200.0200.0214.2OH/IT/ Other83.473.455.7----NMTotal1,079.6991.21,371.51,889.72,252.11,552.7592.61,532.0

 

Project Franklin Kite Financial Overview Key 30Opportunities Strong backlog of expansion projects, notably REX which is fully subscribed with 10 year contracts Movement of natural gas supply basins to Rockies creates opportunities/needs for new infrastructure Nationwide footprint with little competition in many niches/geographies (i.e., CO2) Scale allows capability for sizable expansion projects most of the competition could not take on Strong customer base with little concentration Risks Environment for acquisitions is difficult, given valuation multiples and where Key is in the splits Execution risk on expansion projects Financing risks/interest rate risks Regulatory requirements Recontracting risk at REX after initial 10 year period expires Commodity price risk in CO2 and Terminals business Note 1. Includes GP interest, IDRs and LP unit distributions (1) Key Historical and Projected Results$MM, unless otherwise notedFiscal Years Ending December 31,2005A2006E2007E2008E2009E2010ERevenues9,71812,41913,11713,99214,67815,317% Growth27.8%5.6%6.7%4.9%4.4%EBITDA1,6211,8062,1212,7003,0713,373% Growth11.4%17.4%27.3%13.7%9.8%% Margin16.7%14.5%16.2%19.3%20.9%22.0%EBIT1,2651,4221,6942,2242,5302,800% Growth12.3%19.1%31.3%13.7%10.7%% Margin13.0%11.5%12.9%15.9%17.2%18.3%GP IDR4745306298479911,093Total Cash Flow to KMI5315996908891,0781,193Distribution Per Unit Target ($)3.133.283.514.084.464.66

 

Kite Financial Overview Illustrative Risks and Opportunities EBITDA Variability Project Franklin “Risks to be Considered” per Goldman Sachs and Management: 5-year plan methodology: high-level projections, not bottom-up budget Executing on unidentified opportunities underlying growth expectations Oil production and prices Project overruns and delays Capital markets: access, cost, rates Sustaining capex needs Securing customer commitments for expansions 31Effect of Specifically Identified Events on 2010 EBITDA: Status Quo 2010 EBITDA = $2,353mm $2,353mm

 

Project Franklin Section 5 Valuation of Kite

 

Valuation of Kite Kite Summary Valuation Project Franklin 32Notes Price targets discounted back six months at Kite’s estimated cost of equity of 9% Valuation assumes $7.2Bn in net debt Valuation assumes $5.4Bn in net debt Assumes 2010 EPS discounted back 3.5 years at Kite’s estimated cost of equity of 9% (valuation includes cumulative dividends discounted annually at Kite’s estimated cost of equity of 9%) Assuming a November 30th close, shareholders in Kite will receive $107.50 in cash at close and $0.875 per share as a dividend payment in November. To put this on a 6/30/06 basis, this would represent a present value of approximately $106 per share 52 Week Trading Range (Pre-Announcement) Statistic ($MM) P/E 2006 (17.0x–21.0x) $5.00 P/E 2007 (15.0x–18.0x) $5.44 Agg Value / EBITDA 2006 (10.0x–12.0x) (2) $1,732 Public Market Trading Comps Agg Value / EBITDA 2007 (9.0x–12.0x) (3) $1,721 Transaction Comps Analyst Price Targets (1)Discounted Equity Value 2009 EPS (15.0x-18.0x) (4) $8.30 Agg Value / FY1 EBITDA (9.0x-12.0x) (3) $1,721 Discounted Cash FlowLBO Premia Paid (20%-30%)$84.41 Sum of Parts $107.50/share (5) 7.5-8.5% Discount Rate; 9.5-11.5x Terminal EBITDA Multiple Cash Flow Analysis Public Restructuring

 

Valuation of Kite Kite and Key Stock Price Performance Project Franklin 33Source FactSet +108% CAGR: 14% +61% CAGR: 9% Unaffected +72% CAGR: 10% Price Performance Since 2001 – Rebased to Kite $ +1% CAGR: 0% Premium fromOfferPricePriceOffer107.50Unaffected Price84.4127.4%Current Trading Value101.755.7%52 Week High101.446.0%52 Week Low76.4040.7%5 Year High101.446.0%5 Year Low32.15234.4%30 day Trailing Average86.4024.4%60 day Trailing Average88.3721.6%1 year Trailing Average90.5318.7%3 year Trailing Average71.8949.5%5 year Trailing Average61.837 3.9%

 

Valuation of Kite Kite Stock Trading Volume Analysis Last Twelve Months Prior to Announcement of Offer Project Franklin 34Volume Traded by Price Range (1) MM Shares % of Total Volume Traded Source FactSet Note Period from May 25, 2005 to May 26, 2006 Over the twelve months prior to the Proposal, 4.6MM shares traded at prices at or above $100 / share, representing 2.8% of the shares traded 166MM shares have been traded over that twelve month period 86MM shares have traded since the transaction was announced

 

Valuation of Kite Selected Wall Street View of Kite Prior to Announcement of Proposal Project Franklin 35Other Equity Research analysts price targets: $108.00 – Banc of America (01/25/06) $105.00 – Wachovia Securities (04/19/06) $105.00 – Price Target Research (05/14/06) $112.00 – RBC Capital Markets (04/20/06) Wall Street View of KitePrior to Announcementof ProposalReport DateStock PricePrice Target4/21/06$90.70$105.004/20/06$90.70$106.004/26/06$89.53$100.004/19/06$91.29$110.00 5/1/06$88.02$105.00Competitive StrengthsOrganic growth opportunities gained through the acquisition of TerasenKeysegments on target for solid performance (excluding CO2) Strong volumes on TransMountain(KiteCanada)Strong cash flow growth from KeyNew growth opportunities with Terasen acquisitionNGPL results continue to benefit from successful contract renegotiations Positive impact of FERC rate decisionKeystrong contributor and growth driverTwo large segments now with Terasen acquisitionIncreased Keyearnings from TX pipelines NGPLsignificant amount of capacity sold under contractAdvanced several major projects in $8Bnbacklog (45% now firm) Blended TMX2/TMX3 expansion opportunityStrength in its underlying growth prospectsGrowth stemming from ~$8 to $12 billion of internal expansion projectsDoes not carry as much direct commodity exposure as peersShareholder-driven managementThreats / IssuesIncreased dependence on Keyfor earnings growthExpected shortfall in the CO2 segmentKeyto generate lower than previously expected earnings and pay slightly lower cash distributions in 2006-07“Slight slip-up” in CO2 segmentEnvironmental expenses and low demand for propane due to warm winter hurt Products Pipelines segment No assurance that Keywill be able to acquire assets or investin various projects on economically acceptable termsYield affected by recent increase in interest ratesReduction in CO2 producing volumes of ~3MBbl/d at SACROCKeyis experiencing increased G&A and interest costs which have offset EBIT increasesOngoingchallenge at SACROC unitEarnings uncertainty associated with SACROC unit could temporarily cap Kite’s upsideKey’s distribution growth rate over the next five years likely much lower than past five yearsMLP will require a substantial amount of capital in near termVery tight cash distribution coverage ratioLarge size and diverse mix of asset base is “a lot to manage”

 

Valuation of Kite Midstream Public Market Comparables As of August 22, 2006 Project Franklin 362006E P/E x Source FactSet and Kite management estimates Source FactSet and Kite management estimates Source FactSet and Kite management estimates Source FactSet and Kite management estimates 2007E P/E x 2006E AV/EBITDA x 2007E AV/EBITDA x PEG: 1.96 2.85 9.57 1.35 2.02 2.08 1.80Unaffected Unaffected Unaffected Unaffected PEG: 2.72 1.50 8.97 1.97 1.97 1.94 1.47Current Offer: 21.5x Current Offer: 19.8x Current Offer: 12.6x Current Offer: 11.7x Mean(1): 18.3x Mean(1): 16.4x Mean(1): 9.9x Mean(1): 9.4x Note Mean excludes Kite Unaffacted LegendEl PasoEPEnbridgeENBONEOK OKESouthern UnionSUGTransCanadaTRPWilliams WMB

 

Valuation of Kite Next Twelve Months P/E Chart – Last Five Years As of August 22, 2006 Project Franklin Note Includes TransCanada, Williams, El Paso, Enbridge, ONEOK and Southern Union 37Next Twelve Months P/E Forward Estimates x Source FactSet Over the past five years, Kite’s peers have consistently traded from 15-19x Next Twelve Months P/E Traded within this range over 80% of last three years Its peer group since 2004 has averaged a P/E of 18x Kite has also averaged an 18x P/E since January 2004 Average Next Twelve Months P/E1 Year2 Year3 YearKite19.4x18.7x17.8xPeers (1)17.6x17.6x17.9x

 

Valuation of Kite Discounted Equity Value Project Franklin 38Notes Based on forward EPS; Includes value of cumulative dividends and assumes 9% discount rate Based on forward EPS; Includes value of cumulative dividends and assumes 10.5% discount rate Undiscounted FY1 EPS20062007200820092010 EPS5.005.446.697.588.30Stock price at15.0x82100114124-16.0x87107121133-17.0x92114129141-18.0x98120136149-Present Value of Pro Forma Share Price Discounted at 10.5% Cost of Equity (2)200620072008200915.0x79.2691.4096.8699.3516.0x84.4397.16102.77105.2017.0x89.61102.93108.67111.0518.0x94.78108.69114.58116.90Forward P/E Multiple

Valuation of Kite

Selected Midstream Transactions

Project Franklin

39

Selected Midstream Transaction Comps – AV / FY1 EBITDA

Acquiror        Plains All American Pipeline   Gaz de France              National Grid                       Kite                         Duke Energy                   Valero                      Atmos Energy          Southern Union/GE     Enterprise Products     MidAmerican Energy                                                                                          Duke Energy

Target                Pacific Energy Partners            Suez                           KeySpan                       Terasen                        Cinergy                    Kaneb Pipeline                TXU Gas                   CrossCountry             GulfTerra Energy      Northern Natural Gas     Westcoast  Energy

Total Agg.                                                                                                                                                    &nbs p;                                                                                                                                                                          & nbsp;                                                                                                                                                                         &nbs p;                                                                                                                                       

Value ($MM)                  2,390                             70,260                        11,658                             5,703                          14,400                            2,621                            1,925                             2,450      ;                     4,733                               1,878                            8,500

Date Ann.                     6/23/06                           2/25/06                        2/25/06                           8/1/05                           5/9/05                    &nbs p;     11/1/04                         6/17/04                           6/2/04                        12/15/03                           7/29/02                         9/20/01

Median 9.7

Mean 10.2

Valuation of Kite

Premia Paid (1)(2)

Selected Transactions

Project Franklin

Notes

Includes announced bids for U.S. public targets with an aggregate value of $100MM or more.  Excludes terminated transactions

Annual amounts based on mean of percentage premiums paid over unaffected stock price, which is defined as stock price 4 weeks prior to the earliest of the deal announcement, announcement of a competing bid, and market rumors

40

Cash Transactions Above $10 Bn

%

Energy Transactions Above $1 Bn

%

All Cash Transactions

%

Current Offer: 27%

Current Offer: 27%

Current Offer: 27%

Valuation of Kite Discounted Cash Flow Analysis Kite Project Franklin 41 Note Includes 50% of 2006E cash flows and includes after-tax proceeds of $579MM for announced sale of Retail Kite Discounted Cash Flow Discount Rate 7.5% 8.0% 8.5% FY 2010 EBITDA Multiple 9.5x 10.5x 11.5x 9.5x 10.5x 11.5x 9.5x 10.5x 11.5x Year 4 EBITDA 2,353        2,353        2,353        2,353        2,353        2,353        2,353        2,353        2,353        Terminal Value 22,349      24,702      27,054      22,349      24,702      27,054      22,349      24,702      27,054      PV of Terminal Value @ 6/30/06 16,141      17,840      19,539      15,807      17,471      19,135      15,482      17,112      18,741      PV of Free Cash Flow @ 6/30/06  (1) 4,470        4,470        4,470        4,428        4,428        4,428        4,386        4,386        4,386        Estimated Aggregate Value 20,611      22,310      24,009      20,235      21,899      23,563      19,868      21,498      23,128      Less: Total Debt (7,381)       (7,381)       (7,381)       (7,381)       (7,381)       (7,381)       (7,381)       (7,381)       (7,381)       Plus: Cash 169           169           169           169           169           169           169           169           169           Equity Value 13,398      15,097      16,796      13,022      14,686      16,350      12,656      14,285      15,915      Shares Outstanding 136           136           136           136           136           136           136           136           136           Equity Value Per Share 98.84 $    111.22 $   123.62 $   96.07 $    108.21 $   120.36 $   93.39 $    105.29 $   117.18 $   Implied Perpetuity Growth Rate 2.5% 2.9% 3.3% 2.9% 3.4% 3.8% 3.4% 3.9% 4.3%

Valuation of Kite LBO Analysis Project Franklin                                                  Assumptions: Valuation as of 6/30/06 Assumes net debt of $7,213 million refinanced in transaction Sponsor equity based on expected balance sheet at 12/31/06 Operating assumptions based on management estimates Assumes management incentive payments granted at a time of realization (2010) $0 granted at 9x exit multiple $316MM granted at 11x exit multiple 42Pro Forma CapitalizationInterestRateOpening2H 20062007200820092010 Term Loan B & C L + 163bps 5,600.0            5,600.0            5,544.0            5,488.0            5,432.0            5,376.0            Term Loan D L + 138bps 2,000.0            2,000.0            2,000.0            2,000.0            2,000.0            2,000.0            Existing Debt 6.6% 6,496.8            6,732.9     ;        5,272.6            5,045.2            4,631.0            4,113.3            14,096.8          14,332.9          12,816.6          12,533.2          12,063.0          11,489.3          Total Debt / EBITDA8.1x8.3x7.5x6.3x5.5x4.9x% of Total Debt Repaid0.0%(1.7%)9.1%11.1%14.4%18.5%Sources$MM Insider Rolled Equity 3,010.0         Equity from Sponsor 5,057.8         Total Debt 14,096.8           Total Sources22,164.6     

Valuation of Kite LBO Analysis Project Franklin 43Table illustrates the equity returns by varying the initial purchase price per share and exit multiple (1) Note Excludes a $1.0Bn contingent equity commitment that investors will provide to the entity if it fails to achieve a determined interest coverage test  Equity Returns Analysis  (1)2010E LTM Exit Multiple9.5x10.0x10.5x11.0x11.5x80.00               21.0% 23.4% 25.7% 28.0% 30.0% 85.00               17.3% 19.9% 22.1% 24.3% 26.2% 90.00               14.8% 16.7% 19.0% 21.2% 23.0% 95.00               12.1% 14.6% 16.2% 18.3% 20.3% 100.00             9.6% 12.1% 14.4% 15.8% 17.8% 105.00             7.8% 9.9% 12.1% 14.2% 15.5% 107.50             6.8% 9.3% 11.1% 13.2% 15.1% 110.00           &nb sp; 5.8% 8.3% 10.1% 12.2% 14.1% Purchase Price Per Share ($)

Sum-of-the-Parts Aggregate Value $Bn Valuation of Kite Sum-of-the-Parts Valuation Project Franklin 44Source                                  Wall Street equity research $107 $21.8 $21.7 $100 $100-$117 $20.0-$22.3 $82-$145 $19.8-$28.3 $18.1-$24.1 Equity Research $84-$128 Note Assumes that $579MM of after-tax proceeds from sale of Retail used to pay down debt (1) (1)

Valuation of Kite Sum of Parts Project Franklin 45Notes Represents estimated after-tax proceeds from anticipated sale Assumes that $579MM of after-tax proceeds from sale of Retail used to pay down debt Different FD share count applied due to the exercising of options (1) Sum-of-the-Parts Valuation Range ($ Millions, except where noted) Asset Valuation Range Description of Assets Low Mid High Investments in Key GP Stake in Key $8,000 $10,000 $12,000 Kite's LP units in Key 746           878           1,009        Kite's "I" units in Key Management 369           434           499           Value of Stake in Key and Key Management$9,115$11,312$13,508Other Operating Business Segments NGPL $5,000 $5,400 $5,800 Terasen Gas 2,300        2,650        3,000        Kite Canada 1,500        1,535        1,570        Power & Other 155           165           175           Total Agg Value$18,070$21,062$24,053Less: (Estimates as of 6/30/06) Total Debt  (2) $6,803 $6,803 $6,803 Cash (169) (169) (169) Equity Value$11,436$14,427$17,419 Kite Diluted Shares Outstanding  (3)  135.4 135.7 135.9 Implied Equity Value / Share$84.49$106.33$128.16

Project Franklin

Section 6

Strategic Alternatives

Strategic Alternatives Continuum of Strategic Alternatives Project Franklin 46Remain Independent Sale of Company Achievability of operating plan  Execute on management’s long-term plan Status Quo Amount of desired leverage Achievability of operating plan  Increase leverage on business, using  proceeds to repurchase Kite common/pay special dividend to shareholders Alternatives include relatively modest to highly levered share repurchase Execute on management’s long-term plan Leveraged Share Repurchase Amount of desired leverage Achievability of operating plan  Determining which assets to sell Leverage can be augmented or replaced by asset sales Increase leverage on business, using  proceeds to repurchase Kite common/pay special dividend to shareholders Execute on management’s long-term plan Leveraged Share Repurchase with Asset Dispositions Timing/complexity Tax consequences / accounting “noise” Market reaction Using a variety of strategic alternatives, find most value enhancing alternative for each property owned by Kite Restructuring
(i.e., 5/13/06 management plan) Tax consequences Depth of market for certain assets In order to achieve the highest price for each piece, auction pieces of Kite separately Auction Pieces of Kite Separately Alternative Description Issues to Consider Depth of market Sell Kite Sell Kite

 

Kite Discounted Equity Value at 9% Discount Rate– Pro Forma Share Price (1) $ Strategic Alternatives Illustrative Value of Management's Plan Project Franklin 47Source Management projections 79.80 104.01 110.15 85.01 90.22 116.28 122.42 95.43 Source Management projections Kite Discounted Equity Value at 10.5% Discount Rate– Pro Forma Share Price (1) $ 84.43 89.61 94.78 79.26 99.35 111.05 116.90 105.20 Forward P/E Multiples Forward P/E Multiples Note Includes cumulative dividends Undiscounted FY1 EPS20062007200820092010EPS5.005.446.697.588.30Stock price at15.0x82100114124-16.0x87107121133-17.0x92114129141-18.0x98120136149-

Strategic Alternatives

Illustrative Risks and Opportunities (cont’d)

Discounted Equity Value Variability

Project Franklin

48

Effect of Specially Identified Events on Discounted Equity Value:

 Status Quo Discounted Equity Value = $108.13

Note

Assumes a forward multiple of 16.5x (midpoint of the previously illustrated range) and a discount rate of 10.5%

$108.13 (1)

Strategic Alternatives Overview of the Leveraged Repurchase Impact of Share Repurchase Project Franklin Kite has a substantial opportunity to repurchase a meaningful amount of stock by using the proceeds from its asset sales and issuing incremental debt Maintains investment grade rating It will be important to express strong commitment to investment grade rating to credit agencies Costs of going below investment grade involve more complexity and expense in issuing debt if current bonds remained outstanding 49   Currently, Kite has $7.4Bn of debt (4.3x 2006 EBITDA) and a BBB / Baa2 credit rating In order to maintain the investment grade rating, it will be important to maintain total debt of less than $10Bn  Kite expects $767MM of after-tax proceeds (and the removal of $377MM of debt) from the drop-down of TransMountain and the sale of 75% of Corridor Kite also expects to receive after-tax proceeds of $787MM from the sale of Power and Retail  A $4Bn share repurchase should maintain the investment grade rating However, this is the edge of investment grade, it brings debt to EBITDA to 6.4x, and could create risk of non-investment grade outcomes A share repurchase of $3Bn would likely result in a downgrade to BBB- / Baa3, but is unlikely to result in Kite dropping below investment grade (represents 5.8x EBITDA) Sources$MM After-tax Proceeds of Power 208             After-tax Proceeds of Retail 579             3Yr FRN (6.1%) 640             5 Yr Fixed / FRN (6.6%) 953             10Yr Fixed (6.9%) 640                  Total 3,020         

Project Franklin Strategic Alternatives Impact on Credit Statistics 50Leveraged Recapitalization Additional Assumptions $3Bn Share Repurchase $105 per share Repurchase Price Interest Rates on New Debt: 3 Yr FRN (6.1%), 5 Yr Fixed / FRN (6.6%), 10 Yr Fixed (6.9%) Sale of Retail for $710MM Sale of Power for $175MM Management Plan Assumptions Existing Debt currently has a weighted average cost of approximately 6.5% Sale of TransMountain for $700MM to Key Sale of 75% of Corridor for $225MM to income trust From a financial perspective, the share repurchase Increases Kite EPS during the 2006-2010 period Also increases overall Kite leverage, however marginally increases free cash flow as reduced dividend payments offset increased interest expense (1) Note 1. Operating Cash Flow – Capital Expenditures & JV Investments - Dividends (1) Financial Summary - Leveraged Recapitalization$MM2006E2007E2008E2009E2010E Key Statistics EBITDA ($MM) 1,520     1,700     1,987     2,180     2,333     EPS ($) 5.67       7.29       8.42       9.36       Free Cash Flow ($MM) (589)       (86)         45          60          Fully Diluted Shares (MM) 105.4 103.6 103.3 102.7 Debt / EBITDA (x) 5.8 5.4 4.7 4.3 3.9 EBITDA / Interest (x) 2.6 2.9 3.3 3.6 3.9 Accretion / Dilution Analysis20062007200820092010 Mgmt. EPS ($) 5.00 5.44 6.69 7.58 8.30 @ $100 Pro Forma 5.75 7.40 8.55 9.50 Acc. / Dil.  6%11%13%14%@ $105 Pro Forma 5.67 7.29 8.42 9.36 Acc. / Dil.  4%9%11%13%Financial Summary - Management Plan$MM2006E2007E2008E2009E2010E Key Statistics EBITDA ($MM) 1,732     1,721     2,008     2,200     2,353     EPS ($) 5.00       5.44       6.69       7.58       8.30       Free Cash Flow ($MM) (197)       (566)       (77)         39          37          Fully Diluted Shares (MM) 135.3 134.0 132.2 131.9 131.2 Debt / EBITDA (x) 4.5 3.7 3.2 2.9 2.7 EBITDA / Interest (x) 3.8 4.3 4.8 5.3 5.7

Strategic Alternatives Discounted Equity Value Repurchase Shares @ $100 Project Franklin 51P/E P/E Discounted Equity Value$BaseShare  %BaseShare  %BaseShare  %BaseShare  %CaseRepurchaseChangeCaseRepurchaseChangeCaseRepurchaseChangeCaseRepurchaseChange9.0% Cost of Equity 15x 79.80          84.31                   5.7% 93.27           102.60              10.0% 100.14        111.85               11.7% 104.01        117.38                12.9% 16x 85.01          89.82                   5.7% 99.15           109.10              10.0% 106.25        118.74               11.8% 110.15        124.41                12.9% 17x 90.22          95.33                   5.7% 105.03         115.61              10.1% 112.36        125.63               11.8% 116.28        131.43                13.0% 18x 95.43          100.84                 5.7% 110.92         122.11              10.1% 118.47        132.52               11.9% 122.42        138.46                13.1% 10.5% Cost of Equity 15x 79.26          83.74                   5.7% 91.40           100.54              10.0% 96.86          108.18               11.7% 99.35          112.10                12.8% 16x 84.43          89.21                   5.7% 97.16           106.91              10.0% 102.77        114.84               11.7% 105.20        118.80                12.9% 17x 89.61          94.68                   5.7% 102.93         113.28              10.1% 108.67        121.50               11.8% 111.05        125.50                13.0% 18x 94.78          100.16                 5.7% 108.69         119.65              10.1% 114.58        128.16               11.9% 116.90        132.20                13.1% 2006200720082009

Strategic Alternatives Discounted Equity Value Repurchase Shares @ $105 Project Franklin 52P/E P/E Discounted Equity Value$BaseShare  %BaseShare  %BaseShare  %BaseShare  %CaseRepurchaseChangeCaseRepurchaseChangeCaseRepurchaseChangeCaseRepurchaseChange9.0% Cost of Equity 15x 79.80          83.18                   4.2% 93.27           101.21              8.5% 100.14        110.34               10.2% 104.01        115.81                11.3% 16x 85.01          88.61                   4.2% 99.15           107.62              8.5% 106.25        117.13               10.2% 110.15        122.73                11.4% 17x 90.22          94.05                   4.2% 105.03         114.03              8.6% 112.36        123.93               10.3% 116.28        129.65                11.5% 18x 95.43          99.48                   4.2% 110.92         120.44              8.6% 118.47        130.72               10.3% 122.42        136.57                11.6% 10.5% Cost of Equity 15x 79.26          82.61                   4.2% 91.40           99.18                8.5% 96.86          106.73               10.2% 99.35          110.60                11.3% 16x 84.43          88.01                   4.2% 97.16           105.46              8.5% 102.77        113.29               10.2% 105.20        117.20                11.4% 17x 89.61          93.41                   4.2% 102.93         111.74              8.6% 108.67        119.85               10.3% 111.05        123.80                11.5% 18x 94.78          98.80                   4.2% 108.69         118.02              8.6% 114.58        126.41               10.3% 116.90        130.40                11.5% 2006200720082009

Strategic Alternatives

Structural Considerations for Kite Restructuring

Project Franklin

53

Strategic Alternatives Public Restructuring Plan Project Franklin 54Kite 100%  GP 9%  LP  Units 17%  KMR  Shares Key Second largest transporter of crude oil and petroleum products in Canada. The company has a total transportation capacity of about 960,000 barrels/day through approximately 2,800 miles of pipelines in Canada and the U.S. It also has five terminals with about 5 million barrels of capacity. 2006E EBITDA: $135MM Includes: - Transmountain - Corridor - Express  - Platt Largest local distribution company in British Columbia and third largest in Canada. It provides natural gas distribution and related services to almost 900,000 customers. 2006E EBITDA: $325MM Develops natural gas-fired power plants. The company built and holds a preferred interest in a 550-megawatt natural gas-fired power plant in Jackson, MI. It also owns an interest in three plants in Colorado. 2006E EBITDA: $21MM Natural gas utility for approx. 240,000 residential, agricultural, commercial and industrial customers in rural Colorado, Wyoming and Nebraska. 2006E EBITDA: $66MM Largest transporter of natural gas into the high-demand Chicago market. The system has approx. 10,000 miles of pipeline, 239 Bcf of working gas storage and peak day deliverability of 5.8 Bcf/day. 2006E EBITDA: $522MM Kite owns the general partner of and has a significant limited partner interest in Key. 2006E EBITDA: $660MM Kite Canada Terasen Gas Power Retail Natural Gas NGPL Key Stake Largest transporter and marketer of CO2 for enhanced oil recovery projects in the U.S. Transports over 1 Bcf/day through 1300 miles of pipelines. Significant interests in three oil fields and a crude oil pipeline in the Permian Basin. 2006E EBITDA: $548MM Major transporter of natural gas in TX, Rocky Mtn., and the Midwest. Approx. 15,000 miles of pipelines with transportation capacity of 9 Bcf/day and working gas storage capacity of 35 Bcf. Also owns and operates gathering, treating and processing facilities. 2006E EBITDA: $503MM Largest independent transporter of petroleum products in the U.S. The company transports over 2 million barrels/day of gasoline, jet fuel, diesel and natural gas liquids through more than 10,000 miles of pipelines. 2006E EBITDA: $592MM Largest independent terminal operator in the U.S. Approx. 85 terminals handle more than 80 million tons annually of coal, petcoke and other materials. Liquids storage capacity of 40 million barrels for petroleum products & chemicals, and about 55 transload facilities. 2006E EBITDA: $393MM Key, Sempra Pipelines & Storage and ConocoPhillips are jointly pursuing the development of a natural gas pipeline to link producing areas in the Rocky Mountain region to the upper Midwest and Eastern United States. The pipeline will have a capacity of up to 2 Bcf/day. 2006E EBITDA: $0 CO2 Natural Gas Pipelines Products Pipelines Terminals REX Sale for $175MM Sale for $710MM (1) 20% IPO $700MM Sale of 75% for $225MM plus removal of $377MM in debt Asset considered part of   restructuring plan  Source                                            Management Projections including G&A allocations for Kite; above figures do not include $7.3MM unallocated G&A and $8.8MM of equity income for Customer Works; Key figures exclude corporate expenses Note Expected to close in January 2007

Strategic Alternatives Public Restructuring Plan Project Franklin 55Notes Assumes a 10% discount rate Assumes a SpinCo LTM multiple of 9.5x EBITDA Present Value of Pro Forma 2010 Combined Share Price  (1)HoldCo Trading Yield3.5%4.5%5.5%8.5x 137.82                     114.86                     100.24                     9.0x 139.87                     116.90                     102.29                     9.5x 141.91                     118.95                     104.34                     10.0x 143.96                     121.00                     106.39                     10.5x 146.01                     123.05                     108.43                     SpinCo LTM EBITDA MultiplePremium to Offer Price of $107.50  (1)HoldCo Trading Yield3.5%4.5%5.5%8.5x 28.2% 6.8%  (6.8%) 9.0x 30.1% 8.7%  (4.8%) 9.5x 32.0% 10.7%  (2.9%) 10.0x 33.9% 12.6%  (1.0%) 10.5x 35.8% 14.5% 0.9% SpinCo LTM EBITDA MultiplePresent Value of Pro Forma 2010 Combined Share Price  (2)HoldCo Trading Yield3.5%4.5%5.5%9.0% 147.00                     123.18                     108.03                     10.0% 141.91                     118.95                     104.34                     11.0% 137.05                     114.90                     100.81                     12.0% 132.40                     111.03                     97.44                       Discount Rate

Project Franklin

Appendix A

Valuation of Key General Partnership

Valuation of Key General Partnership

Kite / Key Relationship Overview

Project Franklin

56

100% GP Stake

10MM Key Management Shares (17%)

20MM Key Units (9%)

Key Stake

2006 Cash Flow: $660MM

Kite Shareholders

Kite

2006 Tax Effected Cash Flow: $415MM

Valuation of Key General Partnership Key General Partner Valuation Summary Project Franklin 57Valuation Summary                                                                                               Aggregate Value ($Bn) Statistic ($MM) Cash Flow Yield 2006 (3.5%–5.5%)    Public Market Trading Comps Disaggregated 2006 Cash Flow (15.0x–22.5x) Transaction Comps Discounted Cash Flow                                                                                $337 $536 $536 (1) Note Tax effected cash flow Disaggregated 2006 Cash Flow (16.0x–18.0x) 9-12% Discount Rate; 3-6% of Previous Year Capitalization Re-Invested  Equity Research Estimates Indicative Range (8.0-12.0)

Valuation of Key General Partnership GP Valuation Public Comparable Summary Project Franklin 58(2)Notes 1.  Adjusted to normalize the coverage ratio 2.  BPL is unique among energy MLPs regarding its high-split and incentive cut (1)GP Valuation AnalysisKeyEnterpriseEnergy TransferMagellanValeroBuckeyeGP Valuation GP Unit Price (8/22/06) 36.80                   25.95                   22.42                   20.80                   15.40                   Units Outstanding 89                        124                      63                        43                         28                        Equity Value 3,271                   3,227                   1,405                   884                      436                      Net Debt (GP Level) 147                     &nb sp;380                      -                          -                          -                          Aggregate  Value3,417                  3,607                  1,405                  884             ;         436                     Current Yield 3.4% 3.7% 3.9% 5.8% 5.3% Implied Disaggregated GP Cash Flow Multiple (x) 28.9 25.2 26.2 20.9 16.1 GP Asset Mix General Partner (% stake) 2.0 2.0 2.0 2.0 0.6 IDRs (% ownership) 100 50 100 100 100 Common Units (MM) 13.50 36.40 0.00 10.23 0.08 GP Cash Flow Contribution General Partner (%) 12.0% 5.0% 6.0% 7.0% 8.0% IDRs (%) 69.0% 36.0% 94.0% 26.0% 91.0% Common Units (%) 20.0% 59.0% 0.0% 67.0% 1.0% 2006E Total Distributions Paid $1,279.5 $872.1 $538.4 $208.1 $183.3 $151.4 % to GP 42.2% 12.1% 28.7% 27.0% 9.6% 19.2% % to LP 57.8% 87.9% 71.3% 73.0% 90.4% 80.8% High Split 25.0% 50.0% 50.0% 25.0% 45.0% Leverage Factor - Structure 2.3x 1.8x 2.9x 1.7x 2.0x "Pure" Leverage Factor 1.3x 2.4x 2.5x 2.7x 2.8x 1.9x

Breakdown of GP Market Capitalization ($Bn) Project Franklin Valuation of Key General Partnership GP Valuation Equity Market Perspective 5928.9x 25.2x 26.2x 20.9x 16.1x Source              FactSet, Company Filings, Company Presentations Source                                        FactSet, Company Filings, Company Presentations Trading Comparables (GPs)  Company  Yield  (%)  Market  Capitalization  ($Bn)        Enterprise   3. 4   3. 3   Energy Transfer   3. 7   3. 2   Magellan   3.9   1.4   Valero   5. 8   0.9   Buckeye   5. 3   0 . 4   Representative Range   3.5%  –  5.5%    

Valuation of Key General Partnership Research Estimates of Key GP Project Franklin 60Kite Valuation Research EstimatesValuation ofGP ValuationRemaining Business Morgan Stanley 9.2 - 15.3 10.6 - 13.0 RBC 8.0 12.0 - 14.3 Wachovia 9.4 12.4 Citigroup 8.9 12.8

Valuation of Key General Partnership GP Transaction Comps Project Franklin (1) Note Forward multiple used as proxy for LTM 61 GP Transaction CompsDisaggregatedImpliedAggregate ValueEmbeddedAdjusted GPGP ValueAggregateLTM1 Yr FwdEquity  PurchaseGP LTMDateValueEBITDAEBITDAValuePriceEBITDAAcquiror / TargetAnnounced($MM)(x)(x)($MM)($MM)(x) Plains All American Pipeline, LP / Pacific Energy Partners, LP 6/12/2006 2,390.0 NA 13.0 333.7 2,056.3 12.8 EPCO Inc. / TEPPCO GP 2/24/2005 1,100.0 16.2 NA NA 1,100.0 16.2 Valero LP / Kaneb Pipe Line Partners 11/1/2004 2,621.0 13.3 12.3 307.3 217.7 29.0 ONEOK, Inc. / Northern Plains Natural Gas Co 9/16/2004 175.0 16.2 NA 20.5 154.5 16.8 Enterprise Products Partners / GulfTerra Energy Partners 12/15/2003 4,733.3 10.9 9.7 2,891.9 1,841.4 8.0 Carlyle/Riverstone & Madison Dearborn / Williams Energy Partners 4/21/2003 823.2 8.8 8.5 569.4 253.8 4.9

62Valuation of Key General Partnership GP Valuation Project Franklin In an MLP structure, the growth rate of the cash flow to the GP is determined by three factors The core growth rate of the existing asset base The “leverage factor” and The ability to issue additional LP units to fund growth capex projects and acquisitions. % of Total DCFImplied Leverageto GPFactor 25.0% 3.0x 27.5% 2.6x 30.0% 2.3x 32.5% 2.1x 35.0% 1.9x 37.5% 1.7x 40.0% 1.5x 42.5% 1.4x 45.0% 1.2x 47.5% 1.1x     Core Growth  Leverage Factor  New Unit Issuance          Description     Core growth of the  overall distributable  cash flow of the MLP  available to both the  LPs and the GP from  the existing asset base      The multiplier on  top of the LP per  unit growth due to  the sp lit  mechanism; the  lower in the split  structure the higher  the multiple      Extra growth in overall distributable cash flow  through the ability to finance projects and  acquisitions partially through the issuance of new  units   Impact on LP     Cash flow available  p er LP unit will grow  less than the overall  DCF due to the  unequal sharing of  incremental cash flow  through the splits      N/A      Will increase the per LP unit growth rate if the  projects or acquisitions produce  a higher equity  return than the  “break - even” return.   Break - even  equity return is the yield of LP unit divided by the  percentage of the overall DCF going to the LPs   Impact on GP     Cash flow available to  the GP will grow faster  than the overall DCF  due to the unequal  sharing of incremental  cash flow through th e  splits        Increases the GP cash flow even if the projects or  acquisitions produce an equity return lower than  “break - even” for the LPs.  Break - even equity  returns increase as LP unit yield and percentage  of total DCF to the GP increase        

Project Franklin Valuation of Key General Partnership GP Valuation (cont’d) Note Excludes market value of interest rate swaps 63Key Assumptions 20 year discounted cash flow model Management projections and capital plan through 2010 3% growth in Base EBITDA from 2011–2026 (before EBITDA from acquisitions/expansion; excludes equity in partnership earnings); 100% payout starting in 2011 Annual capital investments based on percentage of previous year total capitalization at 13% re-investment rate ($795MM investment/$103.4MM EBITDA) Expansions/acquisitions funded with 40% debt (@ 6.6% interest rate) and 60% equity (7% yield) Maintenance capital expenditures of 1.1% of previous year total capitalization Income taxes of 1.7% of Base EBITDA 37% tax rate Terminal value calculated as perpetuity assuming 3% growth in after-tax cash flows to the GP Management Assumptions$MM20062007200820092010 Total Distributable Cash Flows 1,279.5                1,500.9                2,001.0                2,299.6                2,535.7                GP Interest 535.5                   635.7                   855.2                   1,000.8                1,103.1                Distributable Cash Flow to Common Units 744.0                   865.2                   1,145.8                1,298.8                1,432.6                Capitalization Net Debt  (1) 6,193.8                7,772.9                8,497.1                9,390.7                9,000.3                Shareholders' Equity 3,832.7                4,676.2                5,960.6                6,290.5                6,904.2                T otal Capitalization 10,026.5              12,449.1              14,457.8              15,681.2              15,904.5              Expansion Projects/Acquisitions 1,391.8                2,639.7                2,252.1                1,552.7                592.6                   % of Previous Year Capitalization 15.8% 26.3% 18.1% 10.7% 3.8%

Project Franklin Valuation of Key General Partnership GP Discounted Cash Flow At 3% EBITDA CAGR The tables below illustrate the value of Kite’s GP Interest as of June 30, 2006 by varying the amount of capital invested and discount rate 64GP Interest as of 6/30/06$MM% of Previous Year Capitalization Re-invested3.0%4.0%5.0%6.0%9.0% 13,120                                 13,742                               14,440                               15,223                               10.0% 11,039                                 11,524                               12,066                               12,672                               11.0% 9,498                                   9,885                                 10,315                               10,795                               12.0% 8,315                                   8,628     ;                             8,977                                 9,364                                 486                                      664                                    851  &n bsp;                                 1,047                                 Discount Rate Average Capital Invested  (2011-2016)

Project Franklin Valuation of Key General Partnership GP Discounted Cash Flow At 0% EBITDA CAGR 65Implied 2006E Multiple% of Previous Year Capitalization Re-invested3.0%4.0%5.0%6.0%9.0% 17.9x 18.8x 19.9x 21.1x 10.0% 15.5x 16.2x 17.0x 17.9x 11.0% 13.6x 14.2x 14.8x 15.6x 12.0% 12.2x 12.6x 13.2x 13.8x Discount Rate

Project Franklin

Appendix B

Valuation of NGPL

Valuation of NGPL NGPL Valuation Summary Project Franklin 66 Valuation Summary                                                                                Aggregate Value ($Bn) Statistic($MM) Agg Value / EBITDA 2006 (8.5x–10.5x)                                                   Public Market Trading Comps Agg Value / EBITDA 2007 (8.0x–10.0x) Transaction Comps Agg Value / LTM EBITDA (7.5x-10.5x) Agg Value / FY1 EBITDA (8.0x-10.0x) Discounted Cash Flow                                                             $522 $571 $502 $547 (2) (1) Notes Average of 2005 and 2006 EBITDA as management LTM not available Average of 2006 and 2007 EBITDA as management 1 year forward not available 7-9% Discount Rate; 8.5-10.5x Terminal EBITDA Multiple                Indicative Range (5.0-5.8)

Valuation of NGPL Pipeline Public Market Comparables As of August 22, 2006 Project Franklin 67Source                                         FactSet and IBES estimates Aggregate Value to EBITDA x 2006 MLP 2007 MLP 2006 C-Corp 2007 C-Corp C-Corp 2006 Mean: 10.2x C-Corp 2007 Mean: 9.6x Legend Boardwalk Pipeline BWP El Paso EP Enbridge ENB Enbridge Energy Partners EEP Energy Transfer Partners ETP Enterprise Products EPD ONEOK Partners OKS Southern Union SUG TransCanada TRP Williams  WMB Selected Ranges 2006 AV / EBITDA 8.5x-10.5x 2007 AV / EBITDA 8.0x-10x

Valuation of NGPL Pipeline Transaction Comps Project Franklin 68NGPLOfferTotalTotal Aggregate Value /forAggregateLTM1 Yr FwdDateEquityValueEBITDAEBITDAAcquiror / TargetAnnounced($mm)($mm)(x)(x)Asset Description Northern Border Pipeline Company / ONEOK Inc 2/15/2006 3,000 3,000 9.2 8.2 ONEOK's entire G&P, NGL and T&S segments  Loews Holding Company / Gulf South Pipeline  11/22/2004 1,136 1,136 15.2 11.0 8,000mi interstate natural gas pipeline in southern United States  from Entergy-Koch LP CCE Holdings LLC (Southern Union and GE) / CrossCountry Energy LLC 6/2/2004 1,989 2,450 8.9 8.0 Transwestern Pipeline Co., Citrus Corp (50% in Florida Gas  Transmission), and Northern Plains Natural Gas, Co. TransCanada Corp.  / Gas Transmission Northwest Corp. 2/24/2004 1,203 1,703 8.7 8.5 1,350mi Idaho/British Columbia border to Malin, OR natural gas  pipeline from National Energy & Gas Transmission Loews Corp  / Texas Gas Transmission 4/14/2003 795 1,045 7.5 na  5,800mi natural gas pipeline from E.TX and LA Gulf Coast to the  south & midwest from The Williams Cos. Southern Union Co. / CMS Panhandle Companies 12/22/2002 624 1,790 6.7 na  10,900mi natural gas pipeline extending from the GoM to the  Midwest and Canada and related storage MidAmerican Energy Co (Berkshire Hathaway Inc) / Northern Natural Gas Co. 7/29/2002 928 1,878 7.5 8.9 16,600mi natural gas pipeline extending from Permian Basin to  Midwest from Dynegy Inc. Duke Energy Corporation / Westcoast Energy 9/20/2001 3,426 8,500 9.8 9.1 6,900mi natural gas pipelines, natural gas storage & processing  and natural gas distribution utilities Mean9.29.0Median8.88.7High15.211.0Low6.78.0

Valuation of NGPL NGPL Discounted Cash Flow (1) Project Franklin 69Note Excludes allocation of corporate debt and corporate interest expense NGPL Discounted Cash FlowDiscount Rate7.0%8.0%9.0%FY 2010 EBITDA Multiple8.5x9.5x10.5x8.5x9.5x10.5x8.5x9.5x10.5x Year 4 EBITDA 628           628           628           628           628           628           628           628           628           Terminal Value 5,342        5,970        6,599        5,342        5,970        6,599        5,342        5,970        6,599        PV of Terminal Value @ 6/30/06 3,940        4,403        4,867        3,778        4,223        4,667        3,625        4,051        4,477        PV of Free Cash Flow @ 6/30/06  (1) 862           862           862           845           845           845           828           828           828           Estimated Aggregate Value 4,802        5,265        5,729        4,623        5,067        5,512        4,452        4,879        5,305        Implied Perpetuity Growth Rate 2.3% 2.8% 3.2% 3.3% 3.8% 4.1% 4.2% 4.7% 5.1%

Project Franklin

Appendix C

Valuation of Terasen Gas

Valuation of Terasen Gas

Terasen Gas Valuation Summary

Project Franklin

70

 Valuation Summary

                                                                                                                                                     &nb sp;                                                                                                                                                                                                                                                                                                                        Aggregate Value ($Bn)

Statistic ($MM)

Agg Value / EBITDA 2006 (7.5x–9.5x)                                                                                                                                                                      &n bsp;                                                                                     

Public Market Trading Comps

Agg Value / EBITDA 2007 (7.0x–9.0x)

Transaction Comps

Agg Value / EBITDA 2006 (9.0x-11.5x)

Agg Value / EBITDA 2007 (8.5x-10.5x)

Discounted Cash Flow                                                                                                                                                                                                                                                                                                                 &nb sp;    

                                                                                                                                                     &nb sp;                                                                                                                                                                                    

$326

$331

$326

$331

7-9% Discount Rate; 8.0-10.0x Terminal EBITDA Multiple                                                                                                                                                                                                                                                                                 

Indicative Range (2.3-3.0)

Valuation of Terasen Gas

LDC Public Market Comparables

As of August 22, 2006

Project Franklin

71

LDC Aggregate Value / EBITDA

x

Source                                                                                                                                         & nbsp;                                                                                                                                                                         &nbs p;                                                                                                                                                                          & nbsp;                                                                                                                                                                         &nbs p;                                                                                                                                                                          & nbsp;                                                  FactSet and IBES estimates

2006 Mean: 8.4

2007 Mean: 7.9

Valuation of Terasen Gas LDC Transaction Comps Project Franklin 72EquityNet UtiltyLTMFY1LTM NetCFY NetDateValueTotal AggregatePlantEBITDAEBITDAIncomeIncomeBook ValueAcquiror / TargetAnnounced($MM)Value ($MM)(x)(x)(x)(x)(x)(x) GE Energy Financial Services / Kinder Morgan Retail Gas Operations 08/14/06 710 710 NA 10.5 9.0 14.7 12.2 1.3 WPS Resources / People's Energy Corp 07/10/06 1,592 2,675 1.3 9.1 8.3 18.3 17.4 1.9 Equitable Resources / Dominion Hope / Peoples 03/02/06 970 970 1.5 10.9 NA NA 17.3 2.4 National Grid / KeySpan 02/25/06 7,418 11,658 1.6 9.1 8.8 18.0 18.1 1.7 National Grid / Southern Union Rhode Island 02/16/06 498 577 NA 10.0 NA NA NA NA UGI / PG Energy Services 01/26/06 580 580 1.7 10.6 10.4 NA NA NA AGL Resources / NUI 07/15/04 219 682 1.1 12.1 8.5 NM 18.2 1.0 Atmos Energy / TXU Gas 06/17/04 963 1,925 1.8 10.4 8.8 17.5 16.0 2.1 AGL Resources / Virginia Natural Gas 05/08/00 200 500 NA NA NA 33.4 20.0 NA NiSource / Columbia Energy 02/28/00 6,569 8,855 2.0 10.1 8.7 18.5 17.1 1.0 KeySpan / Eastern Enterprises 11/04/99 1,764 2,329 1.8 13.6 11.8 37.9 22.6 3.2 DTE Energy / MCN Energy 10/05/99 2,114 3,844 1.8 9.8 11.0 25.7 17.7 2.4 Energy East / CTG Resources 06/29/99 356 544 1.6 8.7 8.6 23.4 20.6 2.6 Wisconsin Energy / WICOR 06/28/99 1,215 1,444 3.3 9.9 NA 25.5 18.0 2.9 Northeast Utilities / Yankee Energy 06/14/99 481 642 1.7 11.3 NA 34.2 24.2 2.7 Energy East / Connecticut Energy 04/23/99 436 586 2.1 10.1 NA 22.9 21.1 2.2 Dominion Resources / Consolidated Natural Gas 02/22/99 6,161 7,822 1.9 8.8 8.1 20.2 18.3 2.6 SCANA / Public Service of North Carolina 02/16/99 691 955 1.8 12.2 NA 35.6 20.6 3.1 NIPSCO Industries / Bay State Gas 12/18/97 550 838 1.6 10.3 NA 24.9 NA 2.3 Min1.18.78.114.716.01.0Mean1.810.49.324.719.12.2Median1.810.28.823.418.22.3Max3.313.611.837.924.23.2Total Aggregate Value /Equity Value /

Valuation of Terasen Gas Terasen Gas Discounted Cash Flow (1) Project Franklin 73Note Includes 50% of 2006E cash flow Terasen Gas Discounted Cash FlowDiscount Rate7.0%8.0%9.0%FY 2010 EBITDA Multiple8.0x9.0x10.0x8.0x9.0x10.0x8.0x9.0x10.0x Year 4 EBITDA 350           350           350           350           350           350           350           350           350           Terminal Value 2,800        3,150        3,500        2,800        3,150        3,500        2,800        3,150        3,500        PV of Terminal Value @ 6/30/06 2,065        2,323        2,581        1,980        2,228        2,475        1,900        2,137        2,375        PV of Free Cash Flow @ 6/30/06  (1) 461           461           461           452           452           452           443           443           443           Estimated Aggregate Value 2,526        2,784        3,042        2,432        2,680        2,927        2,343        2,580        2,818        Implied Perpetuity Growth Rate 2.4% 2.9% 3.3% 3.3% 3.8% 4.2% 4.3% 4.8% 5.2%

Project Franklin

Appendix D

Valuation of Kite Canada

Project Franklin Valuation of Kite Canada Valuation of Kite Canada Kite Canada 74TransMountain Sale$MM Current Management Plan contemplates sale of TransMountain for $700MM to Key (6.7x 2007E EBITDA) Sale Value 700.0      Tax Leakage 122.0      After Tax Value578.0     Equity Income Valuation$MM Current Management plan contemplates residual equity income attributable to Kite Canada of $21MM Statistic Range P/E 2007 (17.0x-20.5x) 21 357-431 Average Valuation = 394

Valuation of Kite Canada

Kite Canada Public Market Comparables

As of August 22, 2006

Project Franklin

75

Source                                                                                                                                         & nbsp;                                                                                                                                                                         &nbs p;                                                                                                                                                                          & nbsp;                                                                                                                                                                         &nbs p;                                                                                                                                                                          & nbsp;                                                  FactSet and IBES estimates

Price to Earnings

x

2006 Mean: 20.3

2007 Mean: 19.9

2006

2007

Selected Ranges

2006 P/E

18.5x - 22.5x

2007 P/E

17.0x - 20.5x

Project Franklin

Appendix E

Valuation of Key

Valuation of Key

Key Valuation Summary

Project Franklin

76

Valuation Summary

                                                                                                                                                     &nb sp;                                                                                                                                                                                                                                                                                                                        Aggregate Value ($Bn)

Statistic ($MM)

Current Yield (6.0-7.0%)

Public Market Trading Comps

Transaction Comps

Discounted Cash Flow                                                                                                                                        ;                                                                                                                                                                          &n bsp;   

Discounted Equity Value                                                                                                                                                                        & nbsp;                                                                                                                                         

$3.23

$1,819

52 Week High / Low

1.4Bn Market Value

Agg Value / FY1 EBITDA (8.5x-11.5x)

Indicative Range (1.3-1.7)

Valuation of Key MLP Public Market Comparables As of August 22, 2006 Project Franklin 77Yield % Source                                     FactSet, Company Filings Mean: 6.5% Legend Enbridge Energy Partners EEP TEPPCO Partners TPP Valero L.P. VLI Enterprise Products EPD ONEOK Partners OKS Magellan Midstream Partners MMP Plains All American  PAA Boardwalk Pipeline Partners BWP Crosstex Energy XTEX Energy Transfer Partners ETP

Valuation of Key MLP Transaction Comps Project Franklin 78Key UnitsOfferTotalTotal Enterprise Value /forAggregateLTM1 Yr FwdDateEquityValueEBITDAEBITDAAcquiror / TargetAnnounced($mm)($mm)(x)(x)Asset Description Kinder Morgan, Inc. / Terasen Inc. 8/1/2005 3,129.4 5,703.3 13.1 11.4 Gas LDC and pipelines business in Canada Valero LP / Kaneb Pipe Line Partners 11/1/2004 1,956.8 2,621.0 13.3 12.3 Merger of VLI and KPP to become largest terminal operator and  2nd largest petroleum liquids pipeline operator in US Enterprise Products Partners / GulfTerra Energy Partners 12/15/2003 3,772.3 4,733.3 10.9 9.7 Steps 1 and 2 of Enterprise/GulfTerra MLP merger MidAmerican Energy Co (Berkshire Hathaway Inc) / Northern Natural Gas Co. 7/29/2002 928.0 1,878.0 7.5 8.9 16,600mi natural gas pipeline extending from Permian Basin to  Midwest from Dynegy Inc. Kinder Morgan Energy Partners, L.P. / Tejas Gas LLC 12/17/2001 750.0 750.0 na  7.9 3,400-mile natural gas intrastate pipeline system in TX and LA  from InterGen, Inc. Duke Energy Corporation / Westcoast Energy 9/20/2001 3,425.9 8,500.0 9.8 9.1 6,900mi natural gas pipelines, natural gas storage & processing  and natural gas distribution utilities Mean10.99.9Median10.99.4High13.312.3Low7.57.9

Valuation of Key Key Discounted Equity Value Project Franklin Notes 1.                          Includes value of cumulative dividends and assumes 10.0% discount rate; assumes no KMR discount 2.                                         Includes value of cumulative dividends and assumes 11.5% discount rate; assumes no KMR discount 79 Present Value of Pro Forma Share Price  (2) 2007 2008 2009 2010 6.50% 50.40                          55.46 57.57 57.47 6.75% 48.70                          53.69 55.83 55.85 7.00% 47.12                          52.04 54.22 54.33 7.25% 45.65                          50.51 52.72 52.93 7.50% 44.28                          49.08 51.32 51.62 Yield

EX-99.(C)(4)

Exhibit (c)(4)

Searchable text section of graphics shown above

[LOGO]

Special Committee Discussion Materials

Goldman, Sachs & Co.

2-Aug-2006

Risks Should Not Be Underestimated

•5-year plan methodology:  high-level projections, not bottom-up budget

•Executing on unidentified opportunities underlying growth expectations

•Oil production and prices

•Project overruns and delays

•Capital markets:  access, cost, rates

•Sustaining capex needs

•Securing customer commitments for expansions

2

Inherent Limitations of 5-Year Plan vs. Detailed Annual Budget

Greater risk / volatility with 5-Year Plan:

•Difficulty in projecting some of the key inputs beyond one year, including oil prices, interest rates, MLP yields, economic growth

•Reasonable assumptions and estimates are subject to higher level of uncertainty in later years

•Even the annual budget has its risks: 2006 YTD performance at the lower end of expectations

•KMP is performing behind six-month plan

•Budgeted earnings $504mm / Actual $494mm

•CO₂ six-month production run-rate translates into an expected $20mm cash flow shortfall

•Approximate $20mm anticipated cash flow impact from rate reductions due to SFPP rate case

3

Impact of Unidentified Opportunities

Key Assumptions	•      Approximately $500mm in average annual incremental unidentified growth opportunities across all segments •      7.0x EBITDA multiple
Rationale	•      Ability to grow current asset base through complementary expansions / bolt-on additions •      Management team track record of successful execution and belief in its ability to continue to seek out attractive opportunities
Key Inherent Risks	•      Changing competitive landscape in the asset acquisition market •      Capital markets access •      Cost risk for organic expansion
Indicative Sensitivity in Cumulative 2007-10 KMI Free Cash Flow	•      Approximately $35mm - $45mm for each 1.0x change in assumed KMI / KMP EBITDA acquisition / expansion multiple •      Change in 2010 EBITDA: $25mm - $35mm •      Approximately $60mm - $70mm for a $200mm decrease in average annual incremental unidentified growth opportunities across all KMP segments •      Change in 2010 EBITDA: $35mm - $45mm

Note:  Free Cash Flow defined as tax-effected EBIT + standard non-cash charges and other partnership-related adjustments – sustaining capex.

4

CO₂ Production and Oil Price Assumptions

5

Key Assumptions	•      Volume includes approximate 33% wedge above proved •      Forward-curve based pricing on 100% of unhedged production •      $70/bbl for 2007-10 •      Approximate IBES forward estimates:  $60/bbl, $54/bbl, $53/bbl, and $51/bbl for 2007-10, respectively •      14%, 18%, 25%, and 32% of volumes unhedged from 2007-10, respectively, including hedges put in place since plan was constructed •      23 mmbbls have been locked-in at $90mm cumulative deficit to plan, since plan construction
Rationale	•      Continued strong oil price fundamentals •      Growing experience in operating complex EOR projects •      Experience in executing conservative hedging strategies
Key Inherent Risks	•      Production growth profile •      SACROC YTD production behind plan by approximately 1.3 mmbbls •      Required capital expenditures •      Sustainability of high oil prices
Indicative Sensitivity in Cumulative 2007-10 KMI Free Cash Flow	•      $10 decrease in oil price results in approximate $40mm - $50mm decrease •      Change in 2010 EBITDA: $25mm - $35mm •      10% decrease in production results in approximate $140mm - $150mm decrease •      Change in 2010 EBITDA: $60mm - $70mm

6

Growth Projects Timing and Costs

Key Assumptions		Fully Operational	Cost to KM
	•      REX	2008-9	$	2.3	bn
	•      LA	2009	$	0.5	bn
	•      TMX I	2007-8	$	0.6	bn
	•      TMX II	2010	$	1.3	bn
Key Inherent Risks	•      Cost overruns at REX, LA, and TMX I & II •      Materials •      Construction services •      Timing delays due to: •      Shipper commitment timing (TMX II) •      Construction time (ALL)
Indicative Sensitivity in Cumulative 2007-10 KMI Free Cash Flow	•      1 year delay in REX and LA results in approximate $125mm - $135mm decrease •      Change in 2010 EBITDA: $10mm - $20mm •      10% increase in budget for REX, LA, and TMX I & II results in approximate $20mm - $30mm decrease •      Change in 2010 EBITDA: $15mm - $25mm

7

Capital Markets

Key Assumptions	•      7.3% MLP dividend yield •      6.5% approximate average cost of debt at KMI and KMP •      Approximately 50% of debt is floating
Key Inherent Risks	•      Interest rate increases •      Incremental cost due to size of required financing
Indicative Sensitivity in Cumulative 2007-10 KMI Free Cash Flow	•      Approximate $5mm - $10mm decrease for every 50 bps increase in assumed MLP yield •      Change in 2010 EBITDA: $2mm - $7mm •      Approximate $40mm - $50mm decrease for every 50 bps increase in assumed MLP interest rates •      Change in 2010 EBITDA: $20mm - $30mm

8

Sustaining Capex Assumptions

Key Assumptions	•      Sustaining capital expenditures essentially flat throughout projection period
Rationale	•      Current condition of asset base •      Proactive maintenance measures to mitigate the need for expensive future resolutions
Key Inherent Risks	•      Cost inflation •      Higher asset utilization than assumed •      Accelerated wear and tear •      Cost to comply with regulatory, environmental and national security requirements •      Increased MLP sustaining capex
Indicative Sensitivity in Cumulative 2007-10 KMI Free Cash Flow	•      Approximately $75mm - $85mm for a 10% annual increase in KMI sustaining capital expenditures •      Change in 2010 FCF: $40mm - $50mm •      Approximately $20mm - $30mm for a 10% annual increase in KMP sustaining capital expenditures •      Change in 2010 FCF: $5mm -$10mm

9

Key Project Customer Commitments

Key Assumptions	Pre-Committed Capacity
	•      REX:	100%
	•      LA:	100%
	•      TMX I:	100%
	•      TMX II:	Unsecured
Rationale	•      Continued strong fundamentals for Canadian oil sands •      Increased use of heavy oil •      Increased supply of LNG to Gulf Coast
Key Inherent Risks	•      Economic growth assumptions •      Supply / demand balance disruptions •      Regional resource constraints for oil sands (e.g. labor) •      Competing pipeline projects

10

EX-99.(C)(5)

Exhibit 99.(c)(5)

 

Risks Should Not Be Underestimated 5-year plan high level – not bottom-up, detailed budget $2 billion of unidentified opportunities included in plan Oil production and prices Project overruns and delays Regulatory risks Capital markets – access, cost, rates, yield Sustaining capex held flat Securing customer commitments for expansions Litigation

 

Investors Are Factoring In Risks Pre-offer close $84.41 Post-offer trading around offer price, more than 73 million shares traded Analysts’ discounted targets = less than $100 Sophisticated investors with capital not interested

 

Credit Constraints Relationship between KMP and KMI limits options Must keep KMP investment grade Current separation 0-1 notches Concessions/obligations allow for further separation – 3-4 notches $1 billion contingent equity Dividend eliminated Change name of KMI Independent minority investor in GP with bankruptcy veto Independent GP directors have bankruptcy veto Non-consolidation opinion Difficult/impossible to institute as public company Diminishes equity value

EX-99.(D)(17)

Exhibit 99.(d)(17)

September 22, 2006

To:Knight Holdco LLC
The Investor Members Listed on Schedule A

Re:Acquisition of Kinder Morgan, Inc.

Ladies and Gentlemen:

Reference is made to (1) the Agreement and Plan of Merger, dated as of August 28, 2006 (the “Merger Agreement”), by and among Kinder Morgan, Inc., a Kansas corporation (the “Company”), Knight Holdco LLC, a Delaware limited liability company (“Parent”), and Knight Acquisition Co., a Kansas corporation and wholly owned subsidiary of Parent (“Merger Sub”), and pursuant to which Merger Sub will be merged with and into the Company (the “Merger”) and (2) the Limited Liability Company Agreement of Parent, dated as of August 28, 2006 (the “Interim LLC Agreement”), by and among GS Capital Partners V Fund, L.P., GS Capital Partners V Offshore Fund, L.P., GS Capital Partners V GmbH & CO. KG, GS Capital Partners V Institutional, L.P., GS Global Infrastructure Partners I, L.P. and The Goldman Sachs Group, Inc. (collectively, “GS”), Carlyle Partners IV, L.P. (“Carlyle”), Carlyle/Riverstone Global Energy and Power Fund III, L.P. (“Riverstone”) and AIG Knight LLC (“AIG” and, together with GS, Carlyle and Riverstone, the “Investor Members” and each an “Investor Member”) and Richard D. Kinder (the “Management Group Member” and, together with the Investor Members, the “Members”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement and the Interim LLC Agreement, as appropriate. This letter is being delivered to the addressees in connection with the execution of the Merger Agreement by the Company, Parent and Merger Sub.

This letter confirms the commitment of the undersigned, subject to the conditions set forth herein, to subscribe for Class A units of Parent (“Subscribed Shares”) for aggregate consideration consisting of the number of shares of Company Common Stock (the “Committed Shares”) and the cash amounts (the “Committed Cash”) set forth on Schedule B, provided that the undersigned shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of or otherwise provide funds to Parent in connection with its formation other than the contribution of the Committed Shares and the Committed Cash. The Subscribed Shares shall have a value for purposes of determining the relative equity contributions of the undersigned and the Investor Members as set forth next to the heading “Total Value” in Schedule B. The obligation of the undersigned to fund the Committed Shares and the Committed Cash (the “Commitment”) is subject to the consummation of the Merger and the terms of this letter, and the funding will occur immediately prior to the Effective Time of the Merger and the simultaneous issuance to the undersigned of the Subscribed Shares.

This letter, and the undersigned’s obligation to fund the Commitment, will terminate automatically and immediately upon the earliest to occur of (a) the Effective Time (at which time

the obligation shall be discharged), (b) the termination of the Merger Agreement, (c) the Members representing a majority of the Equity Commitments of the Members agreeing to terminate the corresponding letters delivered by each of the Investor Members and (d) the assertion by the Company or any of its affiliates in any litigation or other proceeding any claim under any guarantee of any Investor Member or its Affiliate in connection herewith (the “Guarantees”). Notwithstanding the foregoing, in the event that the Merger Agreement is amended to effect a Change in the Merger Consideration without the consent of the undersigned, such non-consenting signatory may terminate his, her or its Commitment and shall be released from any liability under this letter.

Each of the undersigned represents and warrants to Parent that:  (i) the undersigned has the requisite capacity and authority to execute and deliver this letter and to fulfill and perform the undersigned’s obligations hereunder; (ii) this letter has been duly and validly executed and delivered by the undersigned and constitutes a legal, valid and binding agreement of the undersigned enforceable by the addressees against the undersigned in accordance with its terms;  (iii) the undersigned is the record and beneficial owner of the Committed Shares, free and clear of any lien or encumbrance (other than those arising under this letter) and has full and unrestricted power to dispose of all of such Committed Shares as contemplated by this letter without the consent or approval of, or any other action on the part of, any other Person; (iv) other than the filing by the undersigned of any reports with the SEC required by Sections 13(d) or 16(a) of the Exchange Act, none of the execution and delivery of this letter by the undersigned, the consummation by the undersigned of the transactions contemplated hereby or compliance by the undersigned with any of the provisions hereof (1) requires any consent or other permit of, or filing with or notification to, any Governmental Entity or any other Person by the undersigned, (2) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or contract to which the undersigned is a party or by which the undersigned or any of the Committed Shares may be bound or affected, (3) violates any law or order or judgment of any governmental authority applicable to the undersigned or the Committed Shares, or (4) results in a lien or encumbrance upon any of the Committed Shares; and (v) the undersigned has not entered into any share disposition, commitment or other agreement that is inconsistent with this letter (including the Commitment). The undersigned covenants and agrees that from and after the date hereof and for so long as this letter remains in effect, the undersigned shall not take or omit to take any action that would or would cause or result in any of the foregoing representations and warranties to become untrue.

The rights and obligations under this letter may not be assigned by any party hereto without the prior written consent of Parent and each Member, and any attempted assignment shall be null and void and of no force or effect. This letter may not be amended, and no provision hereof waived or modified, except by an instrument in writing signed by Parent and the undersigned and approved in writing by each Member.

This letter shall be binding on the undersigned solely for the benefit of the addressees, and nothing set forth in this letter shall be construed to confer upon or give to any person other than the addressees any benefits, rights or remedies under or by reason of, or any rights to enforce or cause such addressee to enforce, the Commitment or any provisions of this letter.

2

Nothing in this letter, express or implied, is intended to or shall confer upon any person, other than Parent and the Members, any right, benefit or remedy of any nature whatsoever under or by reason of this letter.

This letter may only be enforced by the addressees at the direction of the Majority Equity, so long as such Majority Equity are not themselves in default of any of their respective material obligations under their respective Equity Commitment Letters or Equity Rollover Commitment Letter, as applicable. Parent’s creditors shall have no right to enforce this letter or to cause Parent to enforce this letter.

The Company’s remedies against the Investor Members (or their Affiliates) under the Guarantees shall, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against the Members (or their Affiliates), including the undersigned, in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement and the transactions contemplated thereby, including in the event Parent or Merger Sub breaches its respective obligations under the Merger Agreement, whether or not Parent or Merger Sub’s breach is caused by the undersigned’s breach of his obligations under this letter. Nothing in this letter, express or implied, is intended to or shall confer upon any person, other than Parent and the Members, any right, benefit or remedy of any nature whatsoever under or by reason of this letter.

This letter shall be treated as confidential and is being provided to the addressees solely in connection with the Merger. This letter may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of the Majority Members. The foregoing notwithstanding, and without prejudice to the sixth paragraph of this letter, this letter may be provided to the Company if the Company agrees to treat this letter as confidential, except that the Company and the undersigned may disclose the existence of this letter to the extent required by law, the applicable rules of any national securities exchange or in connection with any SEC filings relating to the Merger.

Except to the extent otherwise required pursuant to a determination (within the meaning of Section 1313(a) of the Code), the parties hereto shall treat the issuance of Subscribed Shares in exchange for the contribution of the Commitment as a tax-free exchange for United States federal income tax purposes to the Company and its Members and shall not take any position, on a tax return, in any tax proceeding or otherwise, that is inconsistent with such treatment.

This letter may be executed in counterparts and by facsimile. This letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any applicable principles of conflict of laws that would cause the laws of another State to otherwise govern this Agreement. The parties hereto hereby (a) submit to the personal jurisdiction of Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over an action or proceeding, in the United States District Court for the District of Delaware, and (b) waive any claim of improper venue or any claim that those courts are an inconvenient forum. The parties hereto agree that mailing of process or other papers in connection with any action or proceeding in the manner provided in Section 8.7 of the Merger Agreement or in such other manner as may be permitted by applicable laws, will be valid and sufficient service thereof.

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EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

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Very truly yours,

/s/ Fayez Sarofim

Fayez Sarofim

Accepted and Acknowledged:

KNIGHT HOLDCO LLC

By:	/s/ Ken Pontarelli
	Name:	Ken Pontarelli
	Title:	Authorized Person

[Signature Page to the Sarofim Equity Rollover Commitment Letter]

KNIGHT ACQUISITION CO.

By:	/s/ Ken Pontarelli
	Name:	Ken Pontarelli
	Title:	Secretary & Treasurer

[Signature Page to the Sarofim Equity Rollover Commitment Letter]

GS CAPITAL PARTNERS V FUND, L.P.

By:  GSCP V Advisors, L.L.C., its General Partner

By:	/s/ Ken Pontarelli
	Name:	Ken Pontarelli
	Title:	Vice President

[Signature Page to the Sarofim Equity Rollover Commitment Letter]

CARLYLE PARTNERS IV, L.P.

By:  TC Group IV, L.P., its General Partner

By:  TC Group IV, L.P., its General Partner

By:  TC Group, L.L.C., its Sole Member

By:  TCG Holdings, L.L.C.

By:	/s/ Allan M. Holt
	Name:	Allan M. Holt
	Title:	Managing Director

[Signature Page to the Sarofim Equity Rollover Commitment Letter]

CARLYLE/RIVERSTONE GLOBAL ENERGY AND POWER FUND III, L.P.

By:  Carlyle/Riverstone Energy Partners II, L.P., its General Partner

By:  CR Energy GP III, LLC,.its General Partner

By:	/s/ Pierre F. Lapayre, Jr
	Name:	Pierre F. Lapayre, Jr.
	Title:	Authorized Person

[Signature Page to the Sarofim Equity Rollover Commitment Letter]

AIG KNIGHT LLC

By:	/s/ Steven F. Homscheid
	Name:	Steven F. Homscheid
	Title:	Vice President

[Signature Page to the Sarofim Equity Rollover Commitment Letter]

Schedule A

Investor Members

GS Capital Partners V Fund, L.P.
GS Capital Partners V Offshore Fund, L.P.
GS Capital Partners V GmbH & CO. KG
GS Capital Partners V Institutional, L.P.
GS Global Infrastructure Partners I, L.P.
The Goldman Sachs Group, Inc.
Carlyle Partners IV, L.P.
Carlyle/Riverstone Global Energy and Power Fund III, L.P.
AIG Knight LLC

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Schedule B

Stockholder	Shares	Cash		Value
	1,711,801	$	165,000,000	$	349,018,607.50

Total Shares:	1,711,801
Total Cash:	$	165,000,000
Total Value:	$	349,018,607.50

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EX-99.(D)(18)

Exhibit 99.(d)(18)

September 22, 2006

To:Knight Holdco LLC
The Members Listed on Schedule A

Re:Acquisition of Kinder Morgan, Inc.

Ladies and Gentlemen:

Reference is made to (1) the Agreement and Plan of Merger, dated as of August 28, 2006 (the “Merger Agreement”), by and among Kinder Morgan, Inc., a Kansas corporation (the “Company”), Knight Holdco LLC, a Delaware limited liability company (“Parent”), and Knight Acquisition Co., a Kansas corporation and wholly owned subsidiary of Parent (“Merger Sub”), and pursuant to which Merger Sub will be merged with and into the Company (the “Merger”) and (2) the Limited Liability Company Agreement of Parent, dated as of August 28, 2006 (the “Interim LLC Agreement”), by and among GS Capital Partners V Fund, L.P., GS Capital Partners V Offshore Fund, L.P., GS Capital Partners V GmbH & CO. KG, GS Capital Partners V Institutional, L.P., GS Global Infrastructure Partners I, L.P. and The Goldman Sachs Group, Inc. (collectively, “GS”), Carlyle Partners IV, L.P. (“Carlyle”), Carlyle/Riverstone Global Energy and Power Fund III, L.P. (“Riverstone”) and AIG Knight LLC (“AIG” and, together with GS, Carlyle and Riverstone, the “Investor Members” and each an “Investor Member”) and Richard D. Kinder (the “Management Group Member” and, together with the Investor Members, the “Members”).  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement and the Interim LLC Agreement, as appropriate.  This letter is being delivered to the addressees in connection with the execution of the Merger Agreement by the Company, Parent and Merger Sub.

This letter confirms the commitment of the undersigned, subject to the conditions set forth herein, to subscribe for Class A units of Parent (“Subscribed Shares”) for aggregate consideration consisting of the number of shares of Company Common Stock (the “Committed Shares”) and the cash amounts (the “Committed Cash”) set forth on Schedule B, provided that the undersigned shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of or otherwise provide funds to Parent in connection with its formation other than the contribution of the Committed Shares and the Committed Cash.  The Subscribed Shares shall have a value for purposes of determining the relative equity contributions of the undersigned and the Investor Members as set forth next to the heading “Total Value” in Schedule B.  The obligation of the undersigned to fund the Committed Shares and the Committed Cash (the “Commitment”) is subject to the consummation of the Merger and the terms of this letter, and the funding will occur immediately prior to the Effective Time of the Merger and the simultaneous issuance to the undersigned of the Subscribed Shares.

This letter, and the undersigned’s obligation to fund the Commitment, will terminate automatically and immediately upon the earliest to occur of (a) the Effective Time (at which time the obligation shall be discharged), (b) the termination of the Merger Agreement, (c) the

Members representing a majority of the Equity Commitments of the Members agreeing to terminate the corresponding letters delivered by each of the Investor Members and (d) the assertion by the Company or any of its affiliates in any litigation or other proceeding any claim under any guarantee of any Investor Member or its Affiliate in connection herewith (the “Guarantees”).  Notwithstanding the foregoing, the undersigned may terminate his or its Commitment and shall be released from any liability under this letter in the event that, without the consent of the undersigned, (a) the Merger Agreement is amended to effect a Change in the Merger Consideration, (b) the terms of the Amended LLC Agreement attached as Exhibit B to the Interim LLC Agreement are modified in a manner that is adverse to the undersigned (other than immaterial changes that do not affect the undersigned in a manner disproportionately to the other members of Parent), or (c) the Amended LLC Agreement does not include the Advisory Manager Provisions.  The Majority Members shall provide written notice to the undersigned of the taking of any of the actions set forth in the immediately preceding sentence.  In the event the undersigned does not exercise his or its right to terminate his or its Commitment within five (5) business days of receipt of such notice, then the undersigned shall be deemed to have consented to the taking of such action and shall have no further right to terminate his or its Commitment as a result of the taking of such action.

As used herein, the term “Advisory Manager Provisions” means provisions to the effect that:

•Provided that William Morgan and/or Michael Morgan collectively continue to hold, directly or indirectly, at least 50% of the Class A Units initially held by the undersigned, (i) so long as Kinder is Chief Manager, Kinder shall have the right to designate an Advisory Manager (and to remove such Advisory Manager) in his sole discretion, and (ii) in the event that (A) Kinder is no longer Chief Manager and (B) none of Michael Morgan, William Morgan or any of their immediate family members is serving as a Manager (unless due to voluntary resignation other than for health or similar reasons), the undersigned (so long as it is controlled by William and/or Michael Morgan) or any successor in interest to the undersigned (so long as it is controlled by William and/or Michael Morgan) shall have the right to appoint either William Morgan or Michael Morgan as the Advisory Manager.

•The term “Advisory Manager” means either William Morgan or Michael Morgan, which Advisory Manager will have the right to attend each meeting of the Board of Managers (other than any executive session of the Board of Managers as described below), but will have no voting rights at any such meeting.  The Advisory Manager shall also have the right to receive all information provided to the Board of Managers (except any information provided for purposes of any executive session referred to above).

•At the request of Investor Managers designated by Investor Members  representing a Majority in Interest of the Class A Units held by the Investor Members, at any meeting of the Board of Managers, the Managers may meet in executive session without Observers or the Advisory Manager present, except for Observers (i) appointed by any Investor Member who is either not entitled to designate a Manager (other than as a result of ceasing to be an Eligible Investor Member) or who is required to designate an independent Manager or (ii) who are required to participate in such sessions due to VCOC requirements.

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The undersigned represents and warrants to Parent that:  (i) the undersigned has the requisite capacity and authority to execute and deliver this letter and to fulfill and perform the undersigned’s obligations hereunder; (ii) this letter has been duly and validly executed and delivered by the undersigned and constitutes a legal, valid and binding agreement of the undersigned enforceable by the addressees against the undersigned in accordance with its terms;  (iii) the undersigned is the record and beneficial owner of the Committed Shares, free and clear of any lien or encumbrance (other than those arising under this letter) and has full and unrestricted power to dispose of all of such Committed Shares as contemplated by this letter without the consent or approval of, or any other action on the part of, any other Person; (iv) other than the filing by the undersigned of any reports with the SEC required by Sections 13(d) or 16(a) of the Exchange Act, none of the execution and delivery of this letter by the undersigned, the consummation by the undersigned of the transactions contemplated hereby or compliance by the undersigned with any of the provisions hereof (1) requires any consent or other permit of, or filing with or notification to, any Governmental Entity or any other Person by the undersigned, (2) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or contract to which the undersigned is a party or by which the undersigned or any of the Committed Shares may be bound or affected, (3) violates any law or order or judgment of any governmental authority applicable to the undersigned or the Committed Shares, or (4) results in a lien or encumbrance upon any of the Committed Shares; and (v) the undersigned has not entered into any share disposition, commitment or other agreement that is inconsistent with this letter (including the Commitment).  The undersigned covenants and agrees that from and after the date hereof and for so long as this letter remains in effect, the undersigned shall not take or omit to take any action that would or would cause or result in any of the foregoing representations and warranties to become untrue.

The rights and obligations under this letter may not be assigned by any party hereto without the prior written consent of Parent and each Member, and any attempted assignment shall be null and void and of no force or effect.  This letter may not be amended, and no provision hereof waived or modified, except by an instrument in writing signed by Parent and the undersigned and approved in writing by each Member.

This letter shall be binding on the undersigned solely for the benefit of the addressees, and nothing set forth in this letter shall be construed to confer upon or give to any person other than the addressees any benefits, rights or remedies under or by reason of, or any rights to enforce or cause such addressee to enforce, the Commitment or any provisions of this letter.

Except as expressly provided above with respect to the right of William Morgan or Michael Morgan to be appointed as an Advisory Manager, nothing in this letter, express or implied, is intended to or shall confer upon any person, other than Parent and the Members, any right, benefit or remedy of any nature whatsoever under or by reason of this letter.

This letter may only be enforced by the addressees at the direction of the Majority Equity, so long as such Majority Equity are not themselves in default of any of their respective material obligations under their respective Equity Commitment Letters or Equity Rollover Commitment

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Letter, as applicable.  Parent’s creditors shall have no right to enforce this letter or to cause Parent to enforce this letter.

The Company’s remedies against the Investor Members (or their Affiliates) under the Guarantees shall, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against the Members (or their Affiliates), including the undersigned, in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement and the transactions contemplated thereby, including in the event Parent or Merger Sub breaches its respective obligations under the Merger Agreement, whether or not Parent or Merger Sub’s breach is caused by the undersigned’s breach of his obligations under this letter.  Nothing in this letter, express or implied, is intended to or shall confer upon any person, other than Parent and the Members, any right, benefit or remedy of any nature whatsoever under or by reason of this letter.

This letter shall be treated as confidential and is being provided to the addressees solely in connection with the Merger.  This letter may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of the Majority Members.  The foregoing notwithstanding, and without prejudice to the sixth paragraph of this letter, this letter may be provided to the Company if the Company agrees to treat this letter as confidential, except that the Company and the undersigned may disclose the existence of this letter to the extent required by law, the applicable rules of any national securities exchange or in connection with any SEC filings relating to the Merger.

Except to the extent otherwise required pursuant to a determination (within the meaning of Section 1313(a) of the Code), the parties hereto shall treat the issuance of Subscribed Shares in exchange for the contribution of the Commitment as a tax-free exchange for United States federal income tax purposes to the Company and its Members and shall not take any position, on a tax return, in any tax proceeding or otherwise, that is inconsistent with such treatment.

This letter may be executed in counterparts and by facsimile.  This letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any applicable principles of conflict of laws that would cause the laws of another State to otherwise govern this Agreement.  The parties hereto hereby (a) submit to the personal jurisdiction of Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over an action or proceeding, in the United States District Court for the District of Delaware, and (b) waive any claim of improper venue or any claim that those courts are an inconvenient forum.  The parties hereto agree that mailing of process or other papers in connection with any action or proceeding in the manner provided in Section 8.7 of the Merger Agreement or in such other manner as may be permitted by applicable laws, will be valid and sufficient service thereof.

EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

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Very truly yours,
PORTCULLIS PARTNERS, LP
By: Portcullis G.P., LLC
By:	/s/ William V. Morgan
	William V. Morgan
	Manager

Accepted and Acknowledged:
KNIGHT HOLDCO LLC
By:	/s/ Ken Pontarelli
	Name: Ken Pontarelli
	Title:   Authorized Person
KNIGHT ACQUISITION CO.
By:	/s/ Ken Pontarelli
	Name: Ken Pontarelli
	Title:   Secretary & Treasurer
GS CAPITAL PARTNERS V FUND, L.P.
By: GSCP V Advisors, L.L.C., its General Partner
By:	/s/ Ken Pontarelli
	Name: Ken Pontarelli
	Title:   Vice President
CARLYLE PARTNERS IV, L.P.
By: TC Group IV, L.P., its General Partner
By: TC Group IV, L.L.C., its General Partner
By: TC Group, L.L.C., its Sole Member
By: TCG Holdings, L.L.C.
By:	/s/ Glenn Youngkin
	Name: Glenn Youngkin
	Title:   Managing Director

CARLYLE/RIVERSTONE GLOBAL ENERGY AND POWER FUND III, L.P.
By: Carlyle/Riverstone Energy Partners III, L.P., its General Partner
By: C/R Energy GP III, LLC, its General Partner
By:	/s/ Michael Hoffman
	Name: Michael Hoffman
	Title:   Authorized Person
AIG KNIGHT LLC
By:	/s/ Steven F. Homscheid
	Name:  Steven F. Homscheid
	Title     Vice President

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Schedule A

Members

GS Capital Partners V Fund, L.P.

GS Capital Partners V Offshore Fund, L.P.
GS Capital Partners V GmbH & CO. KG
GS Capital Partners V Institutional, L.P.
GS Global Infrastructure Partners I, L.P.
The Goldman Sachs Group, Inc.

Carlyle Partners IV, L.P.

Carlyle/Riverstone Global Energy and Power Fund III, L.P.

AIG Knight LLC

Richard D. Kinder

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Schedule B

Stockholder	Shares		Cash	Value
Portcullis Partners, LP	600,000			$	64,500,000
Total Shares:	600,000
Total Cash:	—
Total Value:	$	64,500,000

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EX-99.(D)(19)

Exhibit (d)(19)

VOTING AGREEMENT

THIS VOTING AGREEMENT (this “Agreement”) is dated as of August 28, 2006, by and among Knight Holdco LLC, a Delaware limited liability company (“Parent”), Knight Acquisition Co., a Kansas corporation and wholly-owned subsidiary of Parent (“Merger Sub,” and, together with Parent, the “Purchaser Parties”) and the Persons executing this Agreement as “Stockholders” on the signature page hereto (each, a “Stockholder” and collectively, the “Stockholders”).

RECITALS

WHEREAS, simultaneously with the execution of this Agreement, the Purchaser Parties and Kinder Morgan, Inc., a Kansas corporation (the “Company”), have entered into an Agreement and Plan of Merger, as it may be amended, supplemented, modified or waived from time to time (the “Merger Agreement”), which provides, among other things, for the Merger of Merger Sub with and into the Company, upon the terms and subject to the conditions set forth therein;

WHEREAS, each Stockholder is the record and Beneficial Owner of, and has the sole right to vote and dispose of, that number of Shares set forth next to such Stockholder’s name on Schedule A hereto; and

WHEREAS, as an inducement to the Purchaser Parties entering into the Merger Agreement and incurring the obligations therein, the Purchaser Parties have required that each Stockholder enter into this Agreement.

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

I.  CERTAIN DEFINITIONS

Section 1.1             Capitalized Terms.  Capitalized terms used in this Agreement and not defined herein have the meanings ascribed to such terms in the Merger Agreement.

Section 1.2             Other Definitions.  For the purposes of this Agreement:

(a)           “Beneficial Owner” or “Beneficial Ownership” with respect to any securities means having “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act).

(b)           “Expiration Time” has the meaning set forth in Section 2.1.

(c)           “Investor Members” refers to GS Capital Partners V Fund, L.P., The Carlyle Group, Carlyle/Riverstone Energy Partners III, L.P. and AIG Global Asset Management Holdings Corp.

(d)           “Legal Actions” means any claims, actions, suits, demand letters, judicial, administrative or regulatory proceedings, or hearings, notices of violation, or investigations.

(e)           “Owned Shares” has the meaning set forth in Section 2.1.

(f)            “Permits” means all authorizations, licenses, consents, certificates, registrations, approvals, orders and other permits of any Governmental Entity.

(g)           “Representative” means, with respect to any particular Person, any director, officer, employee, agent or other representative of such Person, including any consultant, accountant, legal counsel or investment banker.

(h)           “Shares” has the meaning ascribed thereto in the Merger Agreement, and will also include for purposes of this Agreement all shares or other voting securities into which Shares may be reclassified, sub-divided, consolidated or converted and any rights and benefits arising therefrom, including any dividends or distributions of securities which may be declared in respect of the Shares and entitled to vote in respect of the matters contemplated by Article II.

(i)            “Transfer” means, with respect to a security, the sale, grant, assignment, transfer, pledge, encumbrance, hypothecation or other disposition of such security or the Beneficial Ownership thereof (including by operation of Law), or the entry into any Contract to effect any of the foregoing, including, for purposes of this Agreement, the transfer or sharing of any voting power of such security or other rights in or of such security, the granting of any proxy with respect to such security, depositing such security into a voting trust or entering into a voting agreement with respect to such security.

II.   AGREEMENT TO VOTE

Section 2.1             Agreement to Vote.  Subject to the terms and conditions hereof, each Stockholder irrevocably and unconditionally agrees that from and after the date hereof and until the earliest to occur of (i) the Effective Time; (ii) the termination of the Merger Agreement in accordance with its terms, and (iii) the written agreement of the Purchaser Parties to terminate this Agreement (such earliest occurrence being the “Expiration Time”), at any meeting (whether annual or special, and at each adjourned or postponed meeting) of the Company’s stockholders, however called, or in any other circumstances (including any sought action by written consent) upon which a vote or other consent or approval is sought (any such meeting or other circumstance, a “Stockholder’s Meeting”), each Stockholder will (y) appear at such a meeting or otherwise cause its Owned Shares to be counted as present thereat for purposes of calculating a quorum and respond to any other request by the Company for written consent, if any, and, unless otherwise expressly consented to in writing by the Purchaser Parties, in their sole discretion, (z) vote, or cause to be voted, all of such Stockholder’s Shares Beneficially Owned by such Stockholder as of the relevant time (“Owned Shares”) (A) in favor of the adoption of the Merger Agreement (whether or not recommended by the Company’s Board of Directors or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, (B) in favor of the approval of any other matter to be approved by the stockholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including the Merger, (C) against any Alternative Proposal or any transaction contemplated by such Alternative Proposal, (D) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the adoption thereof or the consummation thereof, (E) against any extraordinary dividend, distribution or recapitalization by

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the Company or change in the capital structure of the Company (other than pursuant to or as explicitly permitted by the Merger Agreement) and (F) against any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled.

Section 2.2             Additional Shares.  Each Stockholder hereby agrees, while this Agreement is in effect, promptly to notify the Purchaser Parties of the number of any new Shares or Company Stock Options with respect to which Beneficial Ownership is acquired by such Stockholder, if any, after the date hereof and before the Expiration Time.  Any such Shares shall automatically become subject to the terms of this Agreement as Owned Shares as though owned by such Stockholder as of the date hereof.

Section 2.3             Restrictions on Transfer, Etc.  Except as provided for herein or as contemplated in the Equity Rollover Commitment Letter, each Stockholder agrees, from the date hereof until the Expiration Time, not to (i) directly or indirectly Transfer or offer to Transfer any Owned Shares or Company Stock Options; (ii) tender any Owned Shares or Company Stock Options into any tender or exchange offer or otherwise; or (iii) otherwise restrict the ability of such Stockholder freely to exercise all voting rights with respect thereto.  Any action attempted to be taken in violation of the preceding sentence will be null and void.  Notwithstanding the foregoing, each Stockholder may make transfers of Owned Shares for estate planning or similar purposes so long as such Stockholder retains control over the voting and disposition of such Owned Shares and agrees in writing to continue to vote such Owned Shares in accordance with this Agreement.  Each Stockholder further agrees to authorize and hereby authorizes the Purchaser Parties and the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Owned Shares and that this Agreement places limits on the voting of the Owned Shares.

Section 2.4             Proxy.  Each Stockholder hereby revokes any and all previous proxies granted with respect to its Owned Shares.  By entering into this Agreement, each Stockholder hereby grants a proxy appointing Parent, with full power of substitution, as such Stockholder’s attorney-in-fact and proxy, for and in such Stockholder’s name, to be counted as present and to vote or otherwise to act on behalf of the Stockholder with respect to its Owned Shares solely with respect to the matters set forth in, and in the manner contemplated by Section 2.1 as such proxy or it substitutes shall, in the Purchaser Parties’ sole discretion, deem proper with respect to its Owned Shares.  The proxy granted by each Stockholder pursuant to this Section 2.4 is, subject to the penultimate sentence of this Section 2.4, irrevocable and is coupled with an interest, in accordance with Section 6502 of the General Corporation Code of the State of Kansas and is granted in order to secure such Stockholder’s performance under this Agreement and also in consideration of Parent and Merger Sub entering into this Agreement and the Merger Agreement.  If any Stockholder fails for any reason to be counted as present or to vote such Stockholder’s Owned Shares in accordance with the requirements of Section 2.1 above (or anticipatorily breaches such section), then the Purchaser Parties shall have the right to cause to be present or vote such Stockholder’s Owned Shares in accordance with the provisions of Section 2.1.  The proxy granted by each Stockholder shall be automatically revoked upon termination of this Agreement in accordance with its terms.  Each Stockholder agrees, from the date hereof until the Expiration Time, not to  attempt to revoke, frustrate the exercise of, or challenge the validity of, the irrevocable proxy granted pursuant to this Section 2.4.

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III.  REPRESENTATIONS AND WARRANTIES

Section 3.1             Representations and Warranties of Stockholders.  The Stockholders, severally and not jointly, represent and warrant to the Purchaser Parties as of the date of this Agreement and at all times during the term of this Agreement, as follows:

(a)           Each Stockholder has the requisite capacity and authority to execute and deliver this Agreement and to fulfill and perform such Stockholder’s obligations hereunder.  This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a legal, valid and binding agreement of such Stockholder enforceable by the Purchaser Parties against such Stockholder in accordance with its terms.

(b)           The number of Shares of Company Common Stock constituting Owned Shares of each Stockholder as of the date hereof, and the number of votes which the holder of such Shares shall be entitled to cast in respect of any matter as to which holders of Shares are entitled to cast votes, are set forth next to such Stockholder’s name on Schedule A of this Agreement.  Such Stockholder is the record and Beneficial Owner and has good, valid and marketable title, free and clear of any Liens (other than those arising under this Agreement), of the Owned Shares, and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of such Stockholder’s Owned Shares without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, such Stockholder’s Owned Shares.  The Owned Shares set forth next to such Stockholder’s name on Schedule A hereto constitute all of the capital stock of the Company that is Beneficially Owned by such Stockholder as of the date hereof, and, except for such Stockholder’s Owned Shares and the Owned Shares owned by the other Stockholders who are parties to this Agreement, such Stockholder and such Stockholder’s Affiliates do not Beneficially Own or have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Shares or any securities convertible into Shares (including Company Stock Options).

(c)           Other than the filing by a Stockholder of any reports with the SEC required by Sections 13(d) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement by a Stockholder, the consummation by a Stockholder of the transactions contemplated hereby or compliance by a Stockholder with any of the provisions hereof (i) requires any consent or other Permit of, or filing with or notification to, any Governmental Entity or any other Person by such Stockholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract to which such Stockholder is a party or by which such Stockholder or any of such Stockholder’s properties or assets (including such Stockholder’s Owned Shares) may be bound, (iii) violates any Order or Law applicable to such Stockholder or any of such Stockholder’s properties or assets (including such Stockholder’s Owned Shares), or (iv) results in a Lien upon any of such Stockholder’s properties or assets (including such Stockholder’s Owned Shares).

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IV.  ADDITIONAL COVENANTS OF THE STOCKHOLDERS

Section 4.1             Waiver of Appraisal Rights.  Each Stockholder hereby waives any rights of appraisal or rights of dissent from the Merger that such Stockholder may have.

Section 4.2             Disclosure.  Each Stockholder, severally and not jointly, hereby authorizes the Purchaser Parties and the Company to publish and disclose in any announcement or disclosure required by the SEC or other Governmental Entity such Stockholder’s identity and ownership of the Owned Shares and the nature of such Stockholder’s obligation under this Agreement.

Section 4.3             Non-Interference; Further Assurances.  Each Stockholder agrees that, prior to the termination of this Agreement, such Stockholder shall not take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing, impeding, interfering with or adversely affecting the performance by such Stockholder of its obligations under this Agreement.  Each Stockholder agrees, without further consideration, to execute and deliver such additional documents and to take such further actions as necessary or reasonably requested by the Purchaser Parties to confirm and assure the rights and obligations set forth in this Agreement or to consummate the transactions contemplated by this Agreement.

Section 4.4             No Solicitation.  Subject to Section 6.18, each Stockholder agrees that it shall not, and shall direct its Representatives not to, directly or indirectly, (i) initiate, solicit, knowingly encourage (including by providing information) or facilitate any inquiries, proposals or offers with respect to, or the making or completion of, an Alternative Proposal, (ii) engage or participate in any negotiations concerning, or provide or cause to be provided any non-public information or data relating to the Company, any of its Subsidiaries, any Company Joint Venture, KMP or KMR in connection with, or have any discussions with any person relating to, an actual or proposed Alternative Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Alternative Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Alternative Proposal, (iv) approve, endorse or recommend, or propose to approve, endorse or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement relating to any Alternative Proposal, (v) amend, terminate, waive or fail to enforce, or grant any consent under, any confidentiality, standstill or similar agreement, or (vi) resolve to propose or agree to do any of the foregoing.  Each Stockholder agrees that it shall, and shall cause each of its Representatives to, immediately cease any existing solicitations, discussions or negotiations with any Person (other than the parties hereto) that has made or indicated an intention to make an Alternative Proposal.  If, prior to the Expiration Time, a Stockholder receives a proposal with respect to the sale of Shares in connection with an Alternative Proposal, then such Stockholder shall promptly (and in any event within 48 hours) advise the Purchaser Parties orally and in writing of (i) any Alternative Proposal or indication or inquiry with respect to or that would reasonably be expected to lead to any Alternative Proposal, (ii) any request for non-public information relating to the Company, its Subsidiaries, a Company Joint Venture, KMP or KMR, other than requests for information in the ordinary course of business and consistent with past practice and not reasonably expected to be related to an Alternative Proposal, and (iii) any inquiry or request for discussion or negotiation

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regarding an Alternative Proposal, including in each case the identity of the person making any such Alternative Proposal or indication or inquiry and the material terms of any such Alternative Proposal or indication or inquiry (including copies of any document or correspondence evidencing such Alternative Proposal or inquiry).  Subject to applicable Law, each Stockholder agrees that it shall not, and that it shall direct its Representatives not to, directly or indirectly, (i) initiate, solicit, encourage (including by providing information) or facilitate any inquiries, proposals or offers with respect to, or the making or completion of, a KMP/KMR Proposal, (ii) engage or participate in any negotiations concerning, or provide or cause to be provided any non-public information or data relating to Kinder Morgan Energy Partners, L.P. or Kinder Morgan Management, LLC in connection with, or have any discussions with any person relating to, an actual or proposed KMP/KMR Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement a KMP/KMR Proposal.  For the avoidance of the doubt, the fact that the Board of Directors of the Company (or any committee thereof) shall determine that an Alternative Proposal is a Superior Proposal shall in no way affect or limit the obligations of any of the Stockholders under this Agreement, including Section 2.1 and this Section 4.4.

V.  TERMINATION

Section 5.1             Termination.  This Agreement shall terminate without further action at the Expiration Time.

Section 5.2             Effect of Termination.  Upon termination of this Agreement, the rights and obligations of all the parties will terminate and become void without further action by any party except for the provisions of Section 5.1, this Section 5.2 and Article VI, which will survive such termination.  For the avoidance of doubt, the termination of this Agreement shall not relieve any party of liability for any willful breach of this Agreement prior to the time of termination.

VI.  GENERAL

Section 6.1             Notices.  Any notice, request, instruction or other communication under this Agreement shall be in writing and delivered by hand or overnight courier service or by facsimile, (i) if to a Stockholder, to the address set forth below such Stockholder’s name on the signature page hereto, and (ii) if to the Purchaser Parties, in accordance with Section 8.7 of the Merger Agreement, or to such other Persons, addresses or facsimile numbers as may be designated in writing by the Person entitled to receive such communication as provided above.  Each such communication, if to a Stockholder, will be effective (A) if delivered by hand or overnight courier service, when such delivery is made at the address specified in this Section 6.1, or (B) if delivered by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section 6.1 and appropriate confirmation is received.

Section 6.2             Parties in Interest.  Other than with respect to the parties to this Agreement, nothing in this Agreement, express or implied, is intended to or shall confer upon any person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

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Section 6.3             Governing Law.  This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any applicable principles of conflict of laws that would cause the Laws of another state otherwise to govern this Agreement.

Section 6.4             Severability.  The provisions of this Agreement are severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions of this Agreement.  If any provision of this Agreement, or the application of that provision to any Person or any circumstance, is invalid or unenforceable, (i) a suitable and equitable provision will be substituted for that provision in order to carry out, so far as may be valid and enforceable, the intent and purpose of the invalid or unenforceable provision and (ii) the remainder of this Agreement and the application of that provision to other Persons or circumstances will not be affected by such invalidity or unenforceability, nor will such invalidity or unenforceability affect the validity or enforceability of that provision, or the application of that provision, in any other jurisdiction.

Section 6.5             Assignment.  Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any party hereto, in whole or part (whether by operation of Law or otherwise), without the prior written consent of the other parties hereto and any attempt to do so shall be null and void; except that Merger Sub may assign, in its sole discretion, any or all of its rights, interests and obligations under this Agreement to Parent or any direct or indirect wholly-owned subsidiary of Parent.

Section 6.6             Successors and Assigns.  This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns, including without limitation in the case of each Stockholder, any trustee, executor, heir, legatee or personal representative succeeding to the ownership of (or power to vote) such Stockholder’s Shares or other securities subject to this Agreement (including as a result of the death, disability or incapacity of such Stockholder).

Section 6.7             Interpretation.  The headings in this Agreement are for reference only and do not affect the meaning or interpretation of this Agreement.  Definitions apply equally to both the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms.  All references in this Agreement to Articles and Sections refer to Articles and Sections of this Agreement unless the context requires otherwise.  The words “include,” “includes” and “including” are not limiting and will be deemed to be followed by the phrase “without limitation.”  The phrases “herein,” “hereof,” “hereunder” and words of similar import shall be deemed to refer to this Agreement as a whole and not to any particular provision of this Agreement.  The word “or” shall be inclusive and not exclusive unless the context requires otherwise.  Unless the context requires otherwise, any agreements, documents, instruments or Laws defined or referred to in this Agreement will be deemed to mean or refer to such agreements, documents, instruments or Laws as from time to time amended, modified or supplemented, including (i) in the case of agreements, documents or instruments, by waiver or consent and (ii) in the case of Laws, by succession of comparable successor statutes.  All references in this Agreement to any particular Law will be deemed to refer also to any rules and regulations promulgated under that Law.  References to a Person will refer to its predecessors and successors and permitted assigns.

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Section 6.8             Amendments.  This Agreement may not be amended except by the express written agreement signed by all of the parties to this Agreement.

Section 6.9             Extension; Waiver.  At any time prior to the Effective Time, the Purchaser Parties, on the one hand, and the Stockholders, on the other hand, may (i) extend the time for the performance of any of the obligations of the other party, (ii) waive any inaccuracies in the representations and warranties of the other party contained in this Agreement or in any document delivered under this Agreement or (iii) waive compliance with any of the covenants or conditions contained in this Agreement.  Any agreement on the part of a party to any extension or waiver will be valid only if set forth in an instrument in writing signed by such party.  The failure of any party to assert any of its rights under this Agreement or otherwise will not constitute a waiver of such rights.

Section 6.10           Fees and Expenses.  Except as expressly provided in this Agreement, each party is responsible for its own fees and expenses (including the fees and expenses of financial consultants, investment bankers, accountants and counsel) in connection with the entry into of this Agreement and the consummation of the transactions contemplated hereby.

Section 6.11           Entire Agreement.  This Agreement (together with the Equity Rollover Commitment Letter executed by each of the Stockholders and the Merger Agreement) constitutes the entire agreement and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement.

Section 6.12           Rules of Construction.  The parties to this Agreement have been represented by counsel during the negotiation and execution of this Agreement and waive the application of any Laws or rule of construction providing that ambiguities in any agreement or other document will be construed against the party drafting such agreement or other document.

Section 6.13           Remedies Cumulative.  Except as otherwise provided in this Agreement, any and all remedies expressly conferred upon a party to this Agreement will be cumulative with, and not exclusive of, any other remedy contained in this Agreement, at law or in equity.  The exercise by a party to this Agreement of any one remedy will not preclude the exercise by it of any other remedy.

Section 6.14           Counterparts; Effectiveness; Execution.  This Agreement may be executed in any number of counterparts, all of which are one and the same agreement.  This Agreement will become effective and binding upon each Stockholder when executed by such Stockholder and the Purchaser Parties.  This Agreement may be executed by facsimile signature by any party and such signature is deemed binding for all purposes hereof, without delivery of an original signature being thereafter required.

Section 6.15           Specific Performance.  The parties to this Agreement 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 prior to the termination of this Agreement in accordance with Article V the parties to this Agreement will be entitled to an injunction or injunctions to prevent breaches

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of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

Section 6.16           Submission to Jurisdiction.  Each of the parties hereto irrevocably agrees that any Legal Action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in any federal or state court located in the State of Delaware.  Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts.  Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 6.16, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court 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 (c) to the fullest extent permitted by the applicable law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject mater hereof, may not be enforced in or by such courts.   Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 6.1 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof.

Section 6.17           Waiver of Jury Trial.  Each party acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any litigation, controversy or other Legal Action directly or indirectly arising out of or relating to this Agreement or the transactions contemplated by this Agreement.  Each party to this Agreement certifies and acknowledges that (i) no Representative of any other party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a Legal Action, (ii) such party has considered the implications of this waiver, (iii) such party makes this waiver voluntarily and (iv) such party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 6.17.

Section 6.18           Action in Stockholder Capacity Only.  The parties acknowledge that this Agreement is entered into by each Stockholder solely in such Stockholder’s capacity as the Beneficial Owner of such Stockholder’s Owned Shares and nothing in this Agreement restricts or limits any action taken by such Stockholder in his capacity as a director or officer of the Company, KMP or KMR or any of their respective controlled Affiliates (but not on his own behalf as a stockholder) and the taking of any actions (or failure to act) in his capacity as an

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officer or director of the Company, KMP or KMR or any of their respective controlled Affiliates will not be deemed to constitute a breach of this Agreement.

Section 6.19           Additional Stockholders.  Additional Stockholders shall become a party to this Agreement upon their execution of this Agreement.  Any such additional Stockholders who become parties to this Agreement shall not affect the rights and obligations of any other party hereto.

 [Remainder of page intentionally left blank.  Signature Page Follows.]

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IN WITNESS WHEREOF, each party hereto has caused this Agreement to be signed as of the date first above written.

KNIGHT HOLDCO LLC
By:	/s/ Henry Cornell
	Name: Henry Cornell
	Title: Authorized Person

KNIGHT ACQUISITION CO.
By:	/s/Henry Cornell
	Name: Henry Cornell
	Title: Authorized Person

STOCKHOLDERS:

/s/ Richard D. Kinder

Richard D. Kinder

500 Dallas St

Suite 1000

Houston, TX 77002

SCHEDULE A

BENEFICIAL OWNERSHIP OF SHARES AND COMPANY COMMON STOCK

Richard D. Kinder:  23,994,827(1) shares of Company Common Stock with one vote per share.

(1)Includes 250 shares held by Mr. Kinder for the account of his nephew.

EX-99.(D)(20)

Exhibit (d)(20)

LIMITED LIABILITY COMPANY AGREEMENT

OF

KNIGHT HOLDCO LLC

This Limited Liability Company Agreement (this “Agreement”) of Knight Holdco LLC, dated and effective as of August 28, 2006, is entered into by GS Capital Partners V Fund, L.P., GS Capital Partners V Offshore Fund, L.P., GS Capital Partners V GmbH & CO. KG, GS Capital Partners V Institutional, L.P., GS Global Infrastructure Partners I, L.P. and The Goldman Sachs Group, Inc. (collectively, “GS”), Carlyle Partners IV, L.P. (“Carlyle”), Carlyle/Riverstone Global Energy and Power Fund III, L.P. (“Riverstone”) and AIG Knight LLC (“AIG” and, together with GS, Carlyle and Riverstone, the “Investor Members” and each an “Investor Member”) and Richard D. Kinder (the “Management Group Member” and, together with the Investor Members, the “Members”).

WHEREAS, Knight Holdco LLC, a Delaware limited liability company (the “Company”), Knight Acquisition Co., a Kansas corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Kinder Morgan, Inc., a Kansas corporation (“Kinder Morgan”) are, concurrently with the execution of this Agreement, entering into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will be merged with and into Kinder Morgan, with Kinder Morgan surviving that merger on the terms and subject to the conditions set forth in the Merger Agreement (the “Transaction”); and

WHEREAS, the Company and the Management Group Member are, concurrently with the execution of this Agreement, entering into a voting agreement (the “Voting Agreement”), pursuant to which the Management Group Member agrees, subject to the terms and conditions set forth therein, to vote certain Shares (as defined in the Voting Agreement) in favor of the adoption of the Merger Agreement.

NOW, THEREFORE, the Members, by execution of this Agreement, hereby form a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1.          Definitions.  When capitalized in this Agreement, the terms set forth in this Article have the following definitions (capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement):

(a)           “Equity Commitment Letters” means the letters from each of the Investor Members to the Company, dated as of the date of this Agreement, pursuant to which each of the Investor Members has committed, subject to the terms thereof, to provide or cause to be provided the cash amounts set forth therein.

(b)           “Equity Commitments” means the amounts set forth next to each Member’s name on Exhibit A hereto, that such Member has committed to provide to the Company pursuant to and subject to the terms contained in such Member’s Equity Commitment Letter or Equity Rollover Commitment Letter, as applicable.

(c)           “Equity Rollover Commitment Letter” means the letter from Richard D. Kinder, dated as of the date of this Agreement, pursuant to which Richard D. Kinder has committed to contribute to the Company the number of shares of Kinder Morgan common stock set forth therein.

(d)           “Guarantee” means the guarantee letter, dated as of the date of this Agreement, delivered by certain of the Investor Members or their affiliates to Kinder Morgan.

(e)           “Majority Equity” means the Members (other than any Terminating Investor Member or Failing Member) whose aggregate Equity Commitments represent a majority of the Equity Commitments of the Members (other than any Terminating Investor Member or Failing Member).

(f)            “Majority Investor Members” means Investor Members (other than any Terminating Investor Member or Failing Member) whose aggregate Equity Commitments represent a majority of the Equity Commitments of the Investor Members (other than any Terminating Investor Member or Failing Member).

(g)           “Majority Members” means the Management Group Member (other than a Failing Member) and the Majority Investor Members.

ARTICLE II

ORGANIZATIONAL MATTERS

2.1.          Name.  The name of the limited liability company formed hereby is Knight Holdco LLC (the “Company”).

2.2.          Certificates.  Henry Cornell is hereby designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware.  Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware his powers as an “authorized person” ceased, and each Member thereupon became a designated “authorized person” and shall continue as a designated “authorized person” within the meaning of the Act.  Subject to Article IV, a Member, as an authorized person within the meaning of the Act, shall execute, deliver and file, or cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed with the Secretary of State of the State of Delaware.  Subject to Article IV, a Member shall execute, deliver and file, or cause the execution, delivery and filing of, any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any other jurisdiction in which the Company may wish to conduct business.

2.3.          Purposes.  The purpose and business of the Company is to enter into the Transaction.

2.4.          Powers.  Except as otherwise provided in this Agreement, the Act or any other applicable laws and regulations, the Company shall have the power and authority to take any and all actions that are necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes described herein.

2.5.          Principal Business Office.  The principal business office of the Company shall be located at such location as may hereafter be determined by the Members.

2.6.          Registered Office.  The address of the Company’s registered office in Delaware is c/o the Corporation Service Company, 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, Delaware 19808.

2.7.          Registered Agent.  The name and address of the registered agent in Delaware for service of process are the Corporation Service Company, 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, Delaware 19808.

2.8.          Members.  The names and mailing addresses of the Members, and their respective capital contributions, are as follows:

Name	Address	Capital Contribution
GS Capital Partners V Fund, L.P.	85 Broad Street New York, NY 10004 USA	$	0.33
GS Capital Partners V Offshore Fund, L.P.	85 Broad Street New York, NY 10004 USA	$	0.17
GS Capital Partners V GmbH & CO. KG	85 Broad Street New York, NY 10004 USA	$	0.01
GS Capital Partners V Institutional, L.P.	85 Broad Street New York, NY 10004 USA	$	0.11
GS Global Infrastructure Partners I, L.P.	85 Broad Street New York, NY 10004 USA	$	0.38
The Goldman Sachs Group, Inc.	85 Broad Street New York, NY 10004 USA	$	1.82
Carlyle Partners IV, L.P.	1001 Pennsylvania Ave., NW Washington, DC 20004	$	1.25
Carlyle/Riverstone Global Energy and Power Fund III, L.P.	712 Fifth Ave. 51st Floor New York, NY 10019	$	1.25
AIG Knight LLC	50 Danbury Road Wilton, CT 06897-4444	$	1.60
Richard D. Kinder	500 Dallas Street Suite 1000 Houston, TX 77002	$	3.07

2.9.          Officers.  The Majority Members may, from time to time as they deem advisable, select natural persons and designate them as officers of the Company (the “Officers”) and assign titles (including, without limitation, President, Vice President, Secretary, and

Treasurer) to any such person.  Unless the Majority Members decide otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law (the “DGCL”), the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office, except to the extent otherwise limited by this Agreement.  An Officer may be removed with or without cause by the Majority Members.

2.10.        Admission of Additional Members.  One or more additional members of the Company may be admitted to the Company with the unanimous written consent of the Members, not including the consent of the Terminating Investor Member, if any.

2.11.        Effective Time.  This Agreement shall become effective upon the execution of this Agreement by all of the Members and shall be effective until the earlier of (i) the consummation of the Merger under the Merger Agreement, at which time this Agreement shall be amended and restated in accordance with the Amended and Restated Limited Liability Company Agreement of Knight Holdco LLC (the “Amended LLC Agreement”), substantially in the form attached as Exhibit B hereto; provided, however, that Sections 5.7, 5.8 and 5.9 shall continue in full force and effect and be enforceable against the parties to this Agreement, and (ii) the dissolution of the Company pursuant to Section 6.3.  The Members hereby agree that they shall enter into the Amended LLC Agreement upon the consummation of the Merger under the Merger Agreement.

ARTICLE III

CAPITALIZATION; DISTRIBUTIONS

3.1.          Capital Contributions.  The Members are deemed admitted as Members of the Company upon their execution and delivery of this Agreement.  Each Member has contributed the amount set forth in Section 2.8.  If the Majority Equity determine that the aggregate Equity Commitments of the Members shall be reduced, the Equity Commitments of each Investor Member shall be reduced pro rata based on their respective Equity Commitments.

3.2.          Additional Contributions.  Except to the extent provided in the Equity Commitment Letters or the Equity Rollover Commitment Letter (subject to the terms of such letters and this Agreement), a Member is not required to make any additional capital contribution to the Company, and without unanimous consent of the Members shall not make any additional capital contributions.

3.3.          Distributions.  With the exception of the Termination Fee, which shall be distributed as promptly as practicable upon its receipt and allocated in accordance with Section 5.6(a), distributions shall be made to the Members at the times and in the aggregate amounts determined by the Majority Members, and shall be distributed pro rata among the Members in proportion to their respective Equity Commitments.  Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Members on account of their interests in the Company if such distribution would violate the Act or other applicable law.

ARTICLE IV

MEMBERS AND ACTIONS

4.1.          Powers of Members.  The Members shall have the power to exercise any and all rights or powers granted to the Members pursuant to the express terms of this Agreement.  Members shall not have the authority to bind the Company by virtue of their status as Members.

4.2.          Majority Member Decisions.  (a)  Except to the extent any Section of this Agreement expressly provides otherwise, the Majority Members, in consultation with all Members, shall make all decisions with respect to all actions taken by the Company or its Subsidiaries (including Merger Sub), including, but not limited to, any decision with respect to the Merger Agreement other than as set forth in Section 4.3; provided, however, that the Majority Members may not cause the Company or Merger Sub to take any action in a way that has a material disproportionate and adverse impact on an Investor Member relative to the other Investor Members without such materially disproportionately and adversely impacted Investor Member’s consent, other than action set forth in this Agreement.

(b)           If the Majority Members have agreed to take any action under Section 4.2(a)  (i) to increase or modify the amount or form of the consideration to be offered by the Members to acquire Kinder Morgan in the Transaction (such a decision, a “Change in Merger Consideration”) or (ii) to modify or waive, in a manner adverse to the Company or the Investor Members, the provisions of the Merger Agreement relating to the Termination Fee or Reverse Termination Fee (any such action in (i) or (ii), a “Trigger Action”), and any Investor Member declines to consent to such Trigger Action, such Investor Member may terminate its participation in the Transaction (a “Terminating Investor Member”) and shall have no obligation to contribute its proportionate share of the Equity Commitments or have any liability by reason of this Agreement, the Merger Agreement, the Equity Commitment Letters, the Guarantees or any related documents (except in respect of prior breaches, if any) other than any obligation or liability pursuant to Sections 5.5, 5.6, 5.7 and Article VI of this Agreement, whether or not the Transaction is ultimately consummated, and the Terminating Investor Member shall be released from any liability under this Agreement, the Merger Agreement, the Equity Commitment Letters, the Guarantees or any related documents, other than as set forth above; provided, however, that if the Terminating Investor Member is subsequently replaced by a new Investor Member that assumes in full the Terminating Investor Member’s Equity Commitment, the Terminating Investor Member’s obligation to pay its proportionate share of Aggregate Fees and Expenses (as defined below) shall also be assumed by the new Investor Member, provided further that the Terminating Investor Member’s obligation to pay its proportionate share of Aggregate Fees and Expenses shall also be reduced pro rata to the extent the Terminating Investor Member’s Equity Commitment is accepted by the other Investor Members or new investors pursuant to the last sentence of this Section 4.2(b).  The Majority Members must provide two business days’ prior written notice of their intention to approve any Trigger Action pursuant to Section 4.2(a).  Upon receipt of any such notice, if an Investor Member does not provide written notice to the other Members within two business days of its intent to terminate its participation in the Transaction pursuant to this Section 4.2(b), it shall be deemed to have consented to such Trigger Action.  For the avoidance of doubt, in the event an Investor Member terminates its participation in the Transaction, such Terminating Investor Member shall no longer be an Investor Member or a

Member of the Company, but shall remain bound by the terms of such Investor Member’s confidentiality and exclusivity agreement with GS, dated May 2006.  In the event an Investor Member terminates its participation in the Transaction, the amount of the Terminating Investor Member’s Equity Commitment shall first be offered to the other Investor Members in proportion to their respective Equity Commitments at the time of such termination, and if none or not all of the Terminating Investor Member’s Equity Commitment is accepted by the other Investor Members, then the Majority Investor Members (excluding, for this purpose, the Terminating Investor Member) may offer the Terminating Investor Member’s Equity Commitment, or remaining portion thereof, to the other Investor Members or to a new investor or investors.

4.3.          Majority Investor Decisions.  The Majority Investor Members shall have the exclusive right to make any determination (including with respect to waivers of any conditions and determination as to satisfaction of any conditions) or decision to exercise any rights to terminate the Merger Agreement pursuant to Section 7.1 (“Termination or Abandonment”) of the Merger Agreement or to waive any conditions specified under Sections 6.1 (“Conditions to Each Party’s Obligation to Effect the Merger”) and 6.3 (“Conditions to Obligation of Parent and Merger Sub to Effect the Merger”) of the Merger Agreement, including preparatory action relating to any of the foregoing (e.g., writing of letters), which decision or termination shall be absolute and binding on the other Members and shall be exercised in the sole discretion of the Majority Investor Members.

4.4.          Public Announcements.  Except as otherwise required by law, including any securities laws or rules of a self-regulatory organization, the content of all public announcements concerning the Transaction issued by any Member shall be subject to the consent of all the Members, which consent shall not be unreasonably withheld.

4.5.          Syndication.  No Member may syndicate its Equity Commitment without the prior written consent of the Majority Equity.  Notwithstanding anything to the contrary contained in this Agreement, an Investor Member may syndicate its Equity Commitment without the prior written consent of the Majority Equity to its affiliated funds, entities and investment vehicles and to co-investors where the Investor Member retains direct or indirect control over voting and disposition (a “Permitted Assignee”); provided, however, that, other than in the case of syndication by The Goldman Sachs Group, Inc., no such syndication shall relieve such Investor Member of its obligations under this Agreement and its Equity Commitment Letter.  At Closing, the Members will cause their respective Permitted Assignees to enter into all documentation necessary to cause such Permitted Assignee to become a Member.

4.6.          Debt Financing.  All actions and decisions of the Company or Merger Sub with respect to debt financing (including with respect to existing debt commitments) shall require the approval of the Majority Equity.  Without limiting the foregoing, the Majority Equity may cause the Company or Merger Sub to negotiate, enter into and borrow under definitive agreements relating to debt financing to be provided at the Closing.

4.7.          Failing Members.  If at the Closing, the conditions to a Member’s equity financing commitment set forth in the Equity Commitment Letter or Equity Rollover Commitment Letter, as applicable, are satisfied (it being understood that any decision in accordance with Section 4.3 shall govern such determination) but such Member does not fund its

commitment or asserts in writing its unwillingness to fund its commitment in violation of this Agreement or its Equity Commitment Letter or Equity Rollover Commitment Letter, as applicable (a “Failing Member”), the non-Failing Members will be entitled, upon the agreement of the Majority Equity (other than the Failing Member(s)), to:

(a)           terminate the Failing Member’s participation in the Transaction, it being understood that no such termination shall affect the other Members’ rights against such Failing Member with respect to such failure or unwillingness to fund;

(b)           require specific performance of the provisions of such Failing Member’s Equity Commitment (and/or limited guaranty, if applicable), whether before or after the Closing, together with any costs of enforcement, the Members hereby acknowledging and agreeing that irreparable damage would occur in the event such provisions were not performed in accordance with the terms therein; and/or

(c)           require payment by the Failing Member in an amount equal to the actual damages caused by such Failing Member (including amounts paid under any Reverse Termination Fee) up to the amount of the entire Reverse Termination Fee plus any out-of-pocket expenses incurred by the non-Failing Members in connection with the Transaction.  Notwithstanding any provision in this Agreement to the contrary, no Member shall be liable for damages in excess of the sum of the Reverse Termination Fee plus out-of-pocket expenses incurred by the non-Failing Members in connection with the Transaction as a result of such Member’s breach of this Agreement or such Member’s Equity Commitment Letter or Equity Rollover Commitment Letter, as applicable.

ARTICLE V

ADDITIONAL AGREEMENTS

5.1.          Regulatory Efforts.

(a)           If any Governmental Entity asserts any objections under any antitrust, energy or other regulatory law or regulation with respect to the Transaction in connection with Specified Regulatory Clearances (as defined in the Merger Agreement) that are conditions precedent under the Merger Agreement to the Closing and such objections relate to the activities or investments of an Investor Member or such Investor Member’s affiliated funds, such Investor Member will use its reasonable best efforts to take such actions that are within its power and authority as may be necessary to resolve such objections with respect to the Transaction so as to enable the Closing to occur no later than the earlier of (x) the End Date (as defined in the Merger Agreement) and (y) the date all other conditions to Closing have been satisfied (or, if later, 90 days after the date hereof).

(b)           No Member shall commit to take any actions or positions on behalf of the Company with respect to obtaining a clearance or approval from any Governmental Entity for the Transaction without the approval of the Majority Equity.  All Members shall make reasonable best efforts to give each Member the opportunity to participate in making any

decisions as to actions or positions the Company will take with respect to obtaining a clearance or approval from any Governmental Entity for the Transaction.

(c)           Subject to applicable law, no Member shall, and the Company will not, commit to take any actions or positions on behalf of any other Members in connection with obtaining regulatory clearances without such Member’s prior consent.

5.2.          Voting Agreement.  All actions and decisions to be taken by the Company or Merger Sub relating to the Voting Agreement, including with respect to any waivers, extensions, amendments, enforcement actions or negotiations relating to any of the foregoing, shall be made or taken by the Majority Investor Members.

5.3.          Equity Commitment Letters.  Except as set forth in Section 4.7, all actions and decisions to be taken by the Company relating to any Equity Commitment Letter (other than amendment of any Equity Commitment Letter), including with respect to any waivers, extensions, amendments, enforcement actions or negotiations relating to any of the foregoing, shall be made or taken by the Majority Equity (excluding, for this purpose, the Investor Member signatory thereto).

5.4.          Equity Rollover Commitment Letter.  Except as set forth in Section 4.7, all actions and decisions to be taken by the Company relating to the Equity Rollover Commitment Letter, including with respect to any waivers, extensions, amendments, enforcement actions or negotiations relating to any of the foregoing, shall be made or taken by the Majority Investor Members.

5.5.          Information Supplied.  Each Member hereby represents, warrants and covenants to the other Members that none of the information supplied in writing by such Member for inclusion or incorporation by reference in the Proxy Statement and the Schedule 13E-3 will cause a breach of the representation and warranty of the Company or Merger Sub set forth in Section 4.3 of the Merger Agreement.

5.6.          Allocation of Termination Fee.  (a) Any termination fee or expense reimbursement payment paid by Kinder Morgan or any of its affiliates pursuant to the Merger Agreement (the “Termination Fee”) will be applied first (i) to any out-of-pocket expenses and fees incurred by the Members in connection with the Transaction, including legal fees and fees required to be paid to the Members’ financial advisor(s) in the event of a termination of the Merger Agreement but excluding fees or expenses incurred pursuant to Section 5.1, and second (ii) to the Investor Members (other than any Failing Member or Terminating Investor Member) or their designees and in proportion to their respective Equity Commitments.

(b)           In the event any termination fee or expense reimbursement payment is required to be paid by the Members (including as a result of any obligation by the Company and/or Merger Sub to pay such a fee or payment under the Merger Agreement) to Kinder Morgan (such fee or payment, a “Reverse Termination Fee”), the Reverse Termination Fee shall be paid by the Investor Members in proportion to their respective Equity Commitments; provided, however, that in the event the Reverse Termination Fee is payable as a result of a breach of this Agreement or such Member’s Equity Commitment Letter or Equity Rollover Commitment

Letter, as applicable, by any Member (such Member, the “Defaulting Member”), the Defaulting Member shall pay and bear the full responsibility for payment of the Reverse Termination Fee and the Members who are not Defaulting Members (the “Non-Defaulting Members”) shall not be required to pay any amount of the Reverse Termination Fee.  In the event there are two or more Defaulting Members, the Defaulting Members shall be liable to pay the entire Reverse Termination Fee in proportion to the ratio of the Equity Commitment of each Defaulting Member to the Equity Commitments of the other Defaulting Member(s).

5.7.          Allocation of Expenses.  If the Transaction is consummated, the Company shall cause the surviving corporation (i.e., Kinder Morgan) to pay or reimburse each Member (other than a Failing Investor Member) for any and all out-of-pocket fees and expenses incurred by it in connection with the Transaction; provided, that a Terminating Investor Member shall only be entitled to be reimbursed for its fees and expenses incurred prior to such Member becoming a Terminating Investor Member.  If the Transaction is not consummated, (a) each of the Investor Members (including a Failing Investor Member and a Terminating Investor Member) will be responsible for the fees and expenses of legal counsel, accountants, financial advisors and other consultants or advisors and any financing or other fees and expenses incurred by Parent or Merger Sub or by any of the Investor Members in connection with the transactions contemplated by the Merger Agreement, excluding the Management Fees and Expenses (as defined below), but including any expenses incurred in connection with due diligence and the negotiation of the Merger Agreement and any related documents and any regulatory filing fees (the “Group Fees and Expenses”) in proportion to their respective Equity Commitments; provided, however, that a Terminating Investor Member shall only be responsible for its proportionate share of the Group Fees and Expenses incurred prior to such Member becoming a Terminating Investor Member, and (b) the Management Group Member shall be responsible for the fees and expenses of (i) Weil, Gotshal & Manges LLP as legal counsel to the Management Group Member and (ii) as identified in Exhibit C hereto (the “Management Fees and Expenses”).  Except as provided in the first sentence of this Section 5.7, in no event shall the Investor Members be responsible for the Management Fees and Expenses.

5.8.          Transaction Fee.  At the Closing, the Company shall pay a transaction fee to each Investor Member (or its designees) in the amount set forth beside such Investor Member’s name on Exhibit D hereto (the “Transaction Fees”).

5.9.          Termination of Agreements.  The Members hereby agree that upon the consummation of the Merger, the Members shall, or shall cause Kinder Morgan to, as applicable take all actions necessary to effectuate the termination of the following agreements:  (i) the exclusivity agreement by and between GS and AIG, dated May 22, 2006; (ii) the exclusivity agreement by and between GS and Carlyle, dated May 22, 2006; (iii) the exclusivity agreement by and between GS and Riverstone, dated May 21, 2006; (iv) the confidentiality agreement by and between Kinder Morgan and AIG, dated June 20, 2006; (v) the confidentiality agreement by and between Kinder Morgan and Carlyle, dated June 20, 2006; (vi) the confidentiality agreement between Kinder Morgan and GS, dated June 20, 2006; (vii) the confidentiality agreement between Kinder Morgan and Riverstone, dated June 20, 2006; and (viii) the confidentiality agreements between Kinder Morgan and certain members of Kinder Morgan management, dated June 19, 2006.

5.10.        Contributions With Respect to Guarantees.  The Members shall cooperate in defending any claim with respect to which the Investor Members are or any of them is, or is alleged to be, liable to make payments under the Guarantees.  Subject to Sections 4.7 and 5.6, each Investor Member agrees to contribute to the amount paid or payable by the other Investor Members in respect of the Guarantees so that each Investor Member will have paid an amount equal to the product of the aggregate amount paid under all of the Guarantees multiplied by a fraction of which the numerator is such Investor Member’s Equity Commitment and the denominator is the sum of the Investor Members’ Equity Commitments, which amount shall be reduced proportionately based on such Investor Members’ respective Equity Commitments for any amounts paid or payable with respect to such Guarantees by any other Investor Member or other person contribution equity to the Company pursuant to the terms of such Investor Member’s Equity Commitment Letter.

5.11.        Allocation of Class B Units.  The Management Group Member shall allocate the Class B Units (as defined in the Amended LLC Agreement), subject to the prior consent of the Majority Investor Members (such consent not to be unreasonably withheld).

5.12.        Additional Rollover.  The Members hereby agree that additional rollovers of Kinder Morgan Stock by stockholders shall be governed by the terms set forth on Exhibit E hereto.

ARTICLE VI

GENERAL PROVISIONS

6.1.          Limited Liability.  Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

6.2.          Assignments/Transfers.  Except in connection with a syndication permitted under Section 4.5, a Member may not at any time (i) assign in whole or in part its limited liability company interest in the Company without the prior written consent of all Members or (ii) transfer in whole or in part its limited liability company interest in the Company without the prior written consent of all Members.

6.3.          Dissolution.  (a)  The Company shall dissolve and its affairs shall be wound up upon the first to occur of the following:  (i) the later of (x) the termination of the Merger Agreement by the Company or Kinder Morgan pursuant to Section 7.1 of the Merger Agreement and (y) the payment of all fees due to the Company thereunder; (ii) the unanimous written consent of the Members; (iii) at any time there are no members of the Company unless the Company is continued in accordance with the Act, or (iv) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

(b)           The bankruptcy of a Member shall not cause such Member to cease to be a member of the Company and, upon the occurrence of such an event, the business of the

Company shall continue without dissolution.

(c)           In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

(d)           Upon the cancellation of the Certificate of Formation of the Company in accordance with the Act, the Company and this Agreement shall terminate.

6.4.          Severability of Provisions.  Each provision of this Agreement shall be considered separable, and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement that are valid, enforceable and legal.

6.5.          Entire Agreement.  This Agreement constitutes the entire agreement of the Members with respect to the subject matter hereof.

6.6.          Governing Law.  This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

6.7.          Amendments.  This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed by all of the parties hereto.

6.8.          Sole Benefit of the Members.  Except as expressly provided in this Agreement, the provisions of this Agreement are intended solely to benefit the Members and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and no Member shall have any duty or obligation to any creditor of the Company to make any contributions or payments to the Company.

(signature follows)

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

GS CAPITAL PARTNERS V FUND, L.P.

By:  GSCP V Advisors, L.L.C., its General Partner

By:	/s/ Henry Cornell
	Name:	Henry Cornell
	Title:

GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.

By:  GS Advisors V, L.L.C., its General Partner

By:	/s/ Henry Cornell
	Name:	Henry Cornell
	Title:

GS GLOBAL INFRASTRUCTURE PARTNERS I, L.P.

By:  GS Infrastructure Advisors 2006, L.L.C., its General Partner

By:	/s/ Joseph Martelliti
	Name:	Joseph Martelliti
	Title:	Vice President

GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.

By:  GSCP V Offshore Advisors, L.L.C, its General Partner

By:	/s/ Henry Cornell
	Name:	Henry Cornell
	Title:

GS CAPITAL PARTNERS V GMBH & CO. KG

By:  GS Advisors V, L.L.C., its Managing Partner

By:	/s/ Henry Cornell
	Name:	Henry Cornell
	Title:

THE GOLDMAN SACHS GROUP, INC.

By:	/s/ Elizabeth Beshel
	Name:	Elizabeth Beshel
	Title:	Treasurer

CARLYLE PARTNERS IV, L.P.

By:  TC Group IV, L.P., its General Partner

By:  TC Group IV, L.L.C., its General Partner

By: TC Group, L.L.C., its Sole Member

By:  TCG Holdings, L.L.C.

By:	/s/ Glenn A. Youngkin
Name:		Glenn A. Youngkin
Title:

CARLYLE/RIVERSTONE GLOBAL ENERGY AND POWER FUND III, L.P.

By:  Carlyle/Riverstone Energy Partners III, L.P., its General Partner

By:  C/R Energy GP III, LLC, its General Partner

By:	/s/ Pierre F. Lapeyre, Jr.
Name:		Pierre F. Lapeyre, Jr.
Title:		Authorized Person

AIG KNIGHT LLC

By:	/s/ James McGinnis
	Name:	James McGinnis
	Title:

/s/ Richard D. Kinder

  Richard D. Kinder