Exhibit 10.7

                                 FIRST AMENDMENT
                   TO THE KINDER MORGAN ENERGY PARTNERS, L.P.
                       2003 UNIT APPRECIATION RIGHTS PLAN
                           FOR NON-EMPLOYEE DIRECTORS

                              W I T N E S S E T H:

     WHEREAS,  Kinder Morgan Energy Partners,  L.P.  maintains the Kinder Morgan
Energy  Partners,  L.P.  2003 Unit  Appreciation  Rights  Plan for  Non-Employee
Directors (the "Plan"); and

     WHEREAS,  the board of  directors  of Kinder  Morgan  Management,  LLC (the
"Board")  has the right to amend the Plan from time to time  subject  to certain
limitations.

     NOW, THEREFORE,  in order to make certain changes desired by the Board, the
Plan is hereby amended in the following manner:

     1.  Effective  as of January 1,  2004,  Section 5 is hereby  amended in its
entirety to read as follows:

            Section  5. Grant of UARs.  Each  Eligible  Director  serving on the
      Board  on  April  1,  2003,  the  date  of  adoption  of the  Plan  by the
      Partnership,  shall be granted  7,500 UARs.  Within thirty (30) days after
      initial election to the Board by the Company's stockholders, the Committee
      will grant to each  Eligible  Director a number of UARs  authorized by the
      Committee,  not to exceed 20,000 UARs per calendar  year. At any time, the
      Committee, in its discretion, may grant to each Eligible Director a number
      of UARs for a particular  calendar year not to exceed 10,000 UARs ("Annual
      Grant").  If at any  time  an  Eligible  Director  is  elected  to fill an
      unexpired  term or vacancy on the Board,  such Eligible  Director shall be
      granted  on the  date of  election  a  number  of  UARs  equal  to  10,000
      multiplied  by a fraction,  the  numerator of which is the number of whole
      months  remaining in the calendar year in which such Eligible  Director is
      so elected, and the denominator of which is 12.

            The term "Date of Grant" means (i) in the case of UARs granted to an
      Eligible  Director  serving on the Board on April 1, 2003, the date of the
      adoption of the Plan,  such date of  adoption;  (ii) in the case of Annual
      Grants,  the date  designated by the  Committee;  and (iii) in the case of
      UARs granted to an Eligible Director upon his initial election or upon his
      election to fill an unexpired term or vacancy on the Board,  such Eligible
      Director's date of election.






IN WITNESS  WHEREOF,  the  Partnership  has executed this First Amendment to the
Plan on this 20th day of January, 2004.

                              KINDER MORGAN ENERGY PARTNERS, L.P.

                              By:   Kinder Morgan G.P., Inc., its general
                                    partner

                                    By:   Kinder Morgan Management, LLC, its
                                          delegate

                                          By:   /s/ Joseph Listengart
                                                ------------------------------
                                          Name: Joseph Listengart
                                                ------------------------------
                                          Title:Vice President and Secretary
                                                ------------------------------




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