SC 13E3/A

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)

(Amendment No. 3)

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 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

(Name of Person(s) Filing Statement)

Common Stock, par value $5.00 per share

(Title of Class of Securities)

49455P 10 1

(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: 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
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 Amendment No. 3 to 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 and Administration of Kinder Morgan, (6) GS Capital Partners V Fund, L.P., a Delaware limited partnership, GS Capital Partners V Offshore Fund, L.P., a Cayman Islands exempted limited partnership, GS Capital Partners V GmbH & CO. KG, a German limited partnership, GS Capital Partners V Institutional, L.P., a Delaware limited partnership, GS Global Infrastructure Partners I, L.P., a Delaware limited partnership, The Goldman Sachs Group, Inc., a Delaware corporation, (7) Carlyle Partners IV, L.P., a Delaware limited partnership, (8) Carlyle/Riverstone Global Energy and Power Fund III, L.P., a Delaware Limited Partnership, and (9) AIG Knight LLC, a Delaware limited liability company. 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,” and the entities referred to in clauses (6) – (9) above are sometimes referred to herein collectively as the “Sponsor Investors.” Kinder Morgan, Parent, Acquisition Co., the Rollover Investors and the Sponsor Investors are sometimes referred to herein collectively as the “Filing Persons.” 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 revised 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.

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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 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”
“Important Information Regarding Acquisition Co., Parent and the Sponsor Investors”

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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 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”
“Important Information Regarding Acquisition Co., Parent and the Sponsor Investors”

(c)   Business and Background of Natural Persons.   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”
“Important Information Regarding Acquisition Co., Parent and the Sponsor Investors”

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 Agreement”
“Special Factors—Position of Rollover Investors as to Fairness”
“Special Factors—Position of Parent, Acquisition Co. and the Sponsor Investors as to Fairness”
“Special Factors—Purpose and Reasons for the Merger of the Rollover Investors, Parent, Acquisition Co. and the Sponsor Investors”
“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 Agreement”
“Special Factors—Position of Rollover Investors as to Fairness”
“Special Factors—Position of Parent, Acquisition Co. and the Sponsor Investors as to Fairness”
“Special Factors—Purpose and Reasons for the Merger of the Rollover Investors, Parent, Acquisition

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Co. and the Sponsor Investors”
“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 Agreement”
“Special Factors—Position of Rollover Investors as to Fairness”
“Special Factors—Position of Parent, Acquisition Co. and the Sponsor Investors as to Fairness”
“Special Factors—Purpose and Reasons for the Merger of the Rollover Investors, Parent, Acquisition Co. and the Sponsor Investors”
“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, Acquisition Co. and the Sponsor Investors as to Fairness”
“Special Factors—Purpose and Reasons for the Merger of the Rollover Investors, Parent, Acquisition Co. and the Sponsor Investors”
“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, Acquisition Co. and the Sponsor Investors as to Fairness”

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

“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 Agreement”
“Special Factors—Position of Rollover Investors as to Fairness”
“Special Factors—Position of Parent, Acquisition Co. and the Sponsor Investors as to Fairness”
“Special Factors—Purpose and Reasons for the Merger of the Rollover Investors, Parent, Acquisition Co. and the Sponsor Investors”
“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 Agreement”
“Special Factors—Position of Rollover Investors as to Fairness”
“Special Factors—Position of Parent, Acquisition Co. and the Sponsor Investors as to Fairness”
“Special Factors—Purpose and Reasons for the Merger of the Rollover Investors, Parent, Acquisition Co. and the Sponsor Investors”
“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 Agreement”
“Special Factors—Position of Rollover Investors as to Fairness”

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

“Special Factors—Purpose and Reasons for the Merger of the Rollover Investors, Parent, Acquisition Co. and the Sponsor Investors”
“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 Agreement”
“Special Factors—Position of Rollover Investors as to Fairness”
“Special Factors—Position of Parent, Acquisition Co. and the Sponsor Investors as to Fairness”
“Special Factors—Opinions of Financial Advisors”
“Special Factors—Purpose and Reasons for the Merger of the Rollover Investors, Parent, Acquisition Co. and the Sponsor Investors”
“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—Arrangements with Respect to Parent Following 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 Agreement”

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

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

“Special Factors—Opinions of Financial Advisors”

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

“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 Agreement”

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

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

“Special Factors—Opinions of Financial Advisors”

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

“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 46% of the total outstanding shares (representing approximately 58% 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 Agreement”

“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 Agreement”

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

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

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

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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 Agreement”

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

“Special Factors—Position of Parent, Acquisition Co. and the Sponsor Investors 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 Agreement”

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

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

“Special Factors—Opinions of the Financial Advisors”

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

“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 Agreement”

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

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

“Special Factors—Opinions of Financial Advisors”

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

“Special Factors—Projected Financial Information”

“The Merger Agreement—Representations and Warranties”

10

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:

“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”

11

“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—Effects of the Merger”

“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”
“Other Important Information Regarding Kinder Morgan—Security Ownership of the Sponsor Investors”

(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”

“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—Security Ownership of the Sponsor Investors”

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

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 Agreement”

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

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

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

“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”

12

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 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 Agreement”

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

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

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

“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 Agreement”

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

“Special Factors—Estimated Fees and Expenses”

“The Special Meeting—Solicitation of Proxies; Expenses”

13

(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 Agreement”

“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
(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

14

(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)
(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)

15

(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., Carlyle/Riverstone Global Energy and Power Fund III, L.P., AIG Knight LLC and Richard Kinder, dated as of August 28, 2006
(d)(21)††	Rollover Commitment Letter dated October 23, 2006 of C. Park Shaper
(d)(22)††	Rollover Commitment Letter dated October 23, 2006 of Kimberly A. Dang
(d)(23)††	Rollover Commitment Letter dated October 23, 2006 of David D. Kinder
(d)(24)††	Rollover Commitment Letter dated October 23, 2006 of Joseph Listengart
(d)(25)††	Rollover Commitment Letter dated October 23, 2006 of James Street
(d)(26)	Rollover Commitment Letter dated November 3, 2006 of Joseph Listengart
(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

† Previously filed on September 28, 2006

      * Previously filed on September 22, 2006

†† Previously filed on October 24, 2006

16

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: November 3, 2006	KINDER MORGAN, INC.
	By:	/s/ JOSEPH LISTENGART
	Name:		Joseph Listengart
	Title:		Vice President and General Counsel

Dated: November 3, 2006	KNIGHT HOLDCO LLC
	By:	/s/ KENNETH PONTARELLI
	Name:		Kenneth Pontarelli
	Title:		Authorized Person

Dated: November 3, 2006	KNIGHT ACQUISITION CO.
	By:	/s/ KENNETH PONTARELLI
	Name:		Kenneth Pontarelli
	Title:		Treasurer and Secretary

Dated: November 3, 2006	RICHARD D. KINDER
	/s/ RICHARD D. KINDER
	Richard D. Kinder

Dated: November 3, 2006	PORTCULLIS PARTNERS, LP
	By: Portcullis G.P., LLC
	By:	/s/ WILLIAM V. MORGAN
	Name:		William V. Morgan
	Title:		Manager

Dated: November 3, 2006	PORTCULLIS G.P., LLC
	By:	/s/ WILLIAM V. MORGAN
	Name:		William V. Morgan
	Title:		Manager

Dated: November 3, 2006	WILLIAM V. MORGAN
	/s/ WILLIAM V. MORGAN
	William V. Morgan

17

Dated: November 3, 2006	MICHAEL C. MORGAN
	/s/ MICHAEL C. MORGAN
	Michael C. Morgan

Dated: November 3, 2006	FAYEZ SAROFIM
	/s/ FAYEZ SAROFIM
	Fayez Sarofim

Dated: November 3 2006	C. PARK SHAPER
	/s/ C. PARK SHAPER
	C. Park Shaper

Dated: November 3, 2006	STEVEN J. KEAN
	/s/ STEVEN J. KEAN
	Steven J. Kean

Dated: November 3, 2006	DAVID D. KINDER
	/s/ DAVID D. KINDER
	David D. Kinder

Dated: November 3, 2006	JOSEPH LISTENGART
	/s/ JOSEPH LISTENGART
	Joseph Listengart

Dated: November 3, 2006	KIMBERLY ALLEN DANG
	/s/ KIMBERLY ALLEN DANG
	Kimberly Allen Dang

Dated: November 3, 2006	JAMES E. STREET
	/s/ JAMES E. STREET
	James E. Street

18

Dated: November 3, 2006	GS CAPITAL PARTNERS V FUND, L.P.
	By:	GSCP V Advisors, L.L.C., its General Partner
	By:	/s/ Kenneth Pontarelli
	Name: Kenneth Pontarelli
	Title: Vice President

Dated: November 3, 2006	GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
	By:	GSCP V Offshore Advisors, L.L.C., its General Partner
	By:	/s/ Kenneth Pontarelli
	Name: Kenneth Pontarelli
	Title: Vice President

Dated: November 3, 2006	GS CAPITAL PARTNERS V GMBH & CO. KG
	By:	GS Advisors V, L.L.C., its Managing Partner
	By:	/s/ Kenneth Pontarelli
	Name: Kenneth Pontarelli
	Title: Vice President

Dated: November 3, 2006	GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
	By:	GS Advisors V, L.L.C., its General Partner
	By:	/s/ Kenneth Pontarelli
	Name: Kenneth Pontarelli
	Title: Vice President

Dated: November 3, 2006	GS GLOBAL INFRASTRUCTURE PARTNERS I, L.P.
	By:	GS Infrastructure Advisors 2006, L.L.C., its General Partner
	By:	/s/ Jonathan Hunt
	Name: Jonathan Hunt
	Title: Vice President

19

Dated: November 3, 2006	THE GOLDMAN SACHS GROUP, INC.
	By:	/s/ Richard Friedman
	Name: Richard Friedman
	Title: Assistant Secretary

Dated: November 3, 2006	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., its Managing Member
	By:	/s/ Glenn A. Youngkin
	Name: Glenn A. Youngkin
	Title: Managing Director

Dated: November 3, 2006	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

Dated: November 3, 2006	AIG KNIGHT LLC
	By:	/s/ James P. McGinnis
	Name:		James P. McGinnis
	Title:		Managing Director

20

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)

(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., Carlyle/Riverstone Global Energy and Power Fund III, L.P., AIG Knight LLC and Richard Kinder, dated as of August 28, 2006
(d)(21)††	Rollover Commitment Letter dated October 23, 2006 of C. Park Shaper
(d)(22)††	Rollover Commitment Letter dated October 23, 2006 of Kimberly A. Dang
(d)(23)††	Rollover Commitment Letter dated October 23, 2006 of David D. Kinder

(d)(24)††	Rollover Commitment Letter dated October 23, 2006 of Joseph Listengart
(d)(25)††	Rollover Commitment Letter dated October 23, 2006 of James Street
(d)(26)	Rollover Commitment Letter dated November 3, 2006 of Joseph Listengart
(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

† Previously filed on September 28, 2006

* Previously filed on September 22, 2006

†† Previously filed on October 24, 2006

EX-99.(D)(26)

Exhibit 99.(d)(26)

November 3, 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 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.  Notwithstanding the provisions of the immediately preceding sentence regarding the obligation of the undersigned to fund Committed Cash immediately prior to the Merger, to the extent Committed Cash represents the after-tax proceeds of any amounts payable to the undersigned pursuant to Section 5.5(a) of the Merger Agreement, the undersigned may elect

to fund the Committed Cash no later than upon receipt by the undersigned of such amounts; provided that Parent shall not be required to issue Subscribed Shares in respect of any portion of the Committed Cash that has not been received by Parent, until receipt thereof by Parent.  Concurrently with the issuance of Class A Units to the undersigned, Parent shall also issue to the undersigned 3,475,482.67 Class A-1 Units of Parent in respect of the undersigned’s provision of services to or for the benefit of Parent.

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, other than any requirement as provided in the penultimate sentence of the immediately preceding paragraph for the Committed Cash to be funded no later than the time the applicable cash is paid to the undersigned pursuant to Section 5.5(a) of the Merger Agreement), (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 or (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).  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.

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) the undersigned is an “accredited investor” as defined in Regulation D under the Securities Act and is acquiring all securities provided for herein for investment purposes and without a view to any distribution thereof in violation of the Securities Act; (v) 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

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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 or the Committed Cash; and (vi) 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.

In consideration of the undersigned being permitted to participate in an investment in the equity of Parent, the undersigned hereby agrees that, (i) immediately prior to the Merger (and immediately prior to the time that Company Stock Options are taken into account for purposes of determining payments to the holders thereof pursuant to Section 5.5(a)(i) of the Merger Agreement), and conditioned on all parties to the Merger Agreement being willing and prepared to immediately consummate the Merger, the Company Stock Options of the undersigned set forth on Schedule C (the “Cancelled Options”) shall be cancelled in their entirety, and (ii) from the date hereof until the Closing Date, the undersigned will not exercise, transfer or otherwise dispose of the Cancelled Options.  The Company shall be an intended third-party beneficiary of the agreement set forth in this paragraph.

The rights and obligations under this letter may not be assigned by any party hereto without the prior written consent of Parent, each Member and the undersigned, 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 except as otherwise provided herein 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 otherwise provided herein, nothing in this letter, express or implied, is intended to or shall confer upon any person, other than the undersigned, 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

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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) and 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, the Members and the undersigned, 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 seventh 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 Committed Shares 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

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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.

This letter replaces in its entirety that letter of October 23, 2006, executed by the undersigned and addressed to Knight Holdco LLC and the Members listed on Schedule A and each of the parties hereto agree that such prior letter shall be of no further force and effect.

[The remainder of this page is intentionally left blank.]

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Very truly yours,

/s/ Joseph Listengart

Joseph Listengart

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Accepted and Acknowledged:

KNIGHT HOLDCO LLC
By:		/s/ Kenneth Pontarelli
Name:							Kenneth Pontarelli
Title:					Authorized Person
KNIGHT ACQUISITION CO.
By:	/s/ Kenneth Pontarelli
Name:							Kenneth Pontarelli
Title:					Secretary and Treasurer
GS CAPITAL PARTNERS V FUND, L.P.
By: GSCP V Advisors, L.L.C., its General Partner
By:			/s/ Kenneth Pontarelli
Name:							Kenneth 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 A . Youngkin
Name:							Glenn A . Youngkin
Title:						Managing Director

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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 P. McGinnis
Name:		James P. McGinnis
Title:	Managing Director

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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(1)		Value
Joseph Listengart	0	$	6,059,449.20	$	6,059,449.20

(1)  All of such cash represents the after–tax proceeds to be received in respect of Company options, restricted stock or restricted stock units.

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Schedule C

Company Stock Options to be cancelled:

7,841 options with an exercise price of $23.8125 per share.

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