KINDER MORGAN, INC.
AMENDED AND RESTATED 1999 STOCK PLAN

(Effective January 18, 2006, subject to
Approval by the Company’s stockholders
At the 2006 Annual Meeting)

Section I.
Purpose of the Plan

     This Plan is a fourth amendment and restatement of the K N Energy, Inc. 1999 Stock Option Plan, which was most recently amended and restated effective May 11, 2004. The KINDER MORGAN, INC. AMENDED AND RESTATED 1999 STOCK PLAN (the “Plan) is intended to provide a means whereby certain employees of KINDER MORGAN, INC., a Kansas corporation (the “Company”), and its subsidiaries may develop a sense of proprietorship and personal involvement in the development and financial success of the Company, and to encourage them to remain with and devote their best efforts to the business of the Company, thereby advancing the interests of the Company, its shareholders and its subsidiaries. Accordingly, the Company may grant to certain employees (i) the option (“Option”) to purchase shares of the common stock of the Company, par value $5.00 per share (“Stock”), as hereinafter described, (ii) shares of Stock subject to such restrictions and conditions as the Committee may determine at the time of grant (“Restricted Stock”), as hereinafter described, and/or (iii) the right to receive shares of Stock, cash, or both upon satisfaction of such conditions as the Committee may determine at the time of grant (“Restricted Stock Units”), as hereinafter described. Options granted under the Plan shall be options that do not constitute incentive stock options within the meaning of Section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”).

Section II.
Eligibility

     Options may be granted only to individuals who are employees (including officers and directors who are also employees) of the Company or an Affiliate at the time the Option is granted or who will be future employees within 90 days of any grant of Options. “Affiliate” means any entity with whom the Company would be considered a single employer under Code Section 414(b) or 414(c); provided, however, that in applying Code Section 1563(a)(1), (2) and (3) for purposes of determining a controlled group of corporations under Code Section 414(b), the language “at least 50 percent” is used instead of “at least 80 percent” each place it appears in Code Section 1563(a)(1), (2) and (3), and in applying Treasury Regulation Section 1.414(c)-2 for purposes of determining trades or businesses that are under common control for purposes of Code Section 414(c), the language “at least 50 percent” is used instead of “at least 80 percent” each place it appears in Regulation Section 1.414(c)-2. Options may be granted to the same individual on more than one occasion.

     Restricted Stock may be granted to any officer or other key employee of the Company or an entity in which the Company has a direct or indirect ownership interest who is expected to contribute to its success. Restricted Stock may be granted to the same individual on more than one occasion.

     Restricted Stock Units may be granted to any officer or other key employee of the Company or an entity in which the Company has a direct or indirect ownership interest who is either (i) not a United States citizen, or (ii) a United States citizen residing outside the United States. A change in the citizenship or residence of a Participant who has been granted Restricted Stock Units shall not affect the validity of the grant. Restricted Stock Units may be granted to the same individual on more than one occasion.

     An employee who is granted an Option, Restricted Stock and/or Restricted Stock Units under the Plan shall be referred to herein as a “Participant.” Notwithstanding anything herein to the contrary, Richard Kinder shall not be eligible to receive grants of Options, Restricted Stock or Restricted Stock Units under this Plan.

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Section III.
Administration

     The Plan shall be administered by a committee (the “Committee”) of, and appointed by, the Board of Directors of the Company (the “Board”), and the Committee shall be (a) comprised solely of two or more outside directors (within the meaning of Section 162(m) of the Code and applicable interpretive authority thereunder), and (b) constituted so as to permit the Plan to comply with Rule 16b-3, as currently in effect or as hereinafter modified or amended (“Rule 16b-3”), promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”). The Committee shall have sole authority to (i) select the Participants from among those individuals eligible hereunder, (ii) establish the number of shares of Stock that may be issued under each Option or award of Restricted Stock or the number of Restricted Stock Units to be granted, (iii) establish the form and terms of each grant of Options, Restricted Stock or Restricted Stock Units, and (iv) determine the timing of all grants of Options, Restricted Stock and Restricted Stock Units. In selecting the Participants from among individuals eligible hereunder and in establishing the number of shares of Stock that may be issued under each Option or award of Restricted Stock or the number of Restricted Stock Units granted, the Committee may take into account the nature of the services rendered by such individuals, their present and potential contributions to the Company’s success and such other factors as the Committee in its discretion shall deem relevant. The Committee is authorized to construe and interpret the Plan and any agreement or instrument entered into hereunder, and may from time to time adopt such rules and regulations, make all determinations and take all actions, consistent with the provisions of the Plan, as it may deem advisable to carry out the Plan. All decisions made by the Committee in selecting the Participants, in establishing the number of shares of Stock which may be issued under each Option or award of Restricted Stock or the number of Restricted Stock Units granted and in construing or interpreting the provisions of the Plan or any agreement or instrument entered into hereunder shall be final, conclusive and binding on all persons, including the Company, its subsidiaries and other entities in which the Company has a direct or indirect ownership interest, its shareholders, Participants and their estates and beneficiaries.

Section IV.
Shares Subject to the Plan

     The aggregate number of shares of Stock which may be issued under Options, awards of Restricted Stock or Restricted Stock Units granted under the Plan shall not exceed 10,500,000. Such shares may consist of authorized but unissued shares of Stock or previously issued shares of Stock reacquired by the Company. Any of such shares which remain unissued and which are not subject to outstanding Options, awards of Restricted Stock or Restricted Stock Units at the termination of the Plan shall cease to be subject to the Plan, but, until termination of the Plan, the Company shall at all times make available a sufficient number of shares to meet the requirements of the Plan. Should any Option hereunder expire or terminate prior to its exercise in full, the shares theretofore subject to the unexercised portion of such Option may again be subject to an award under the Plan. Should any shares of Restricted Stock be forfeited, such shares may not again be subject to an award under the Plan. Should any Restricted Stock Units be forfeited, the shares theretofore subject to such forfeited Restricted Stock Units may again be subject to an award under the Plan. Exercise of an Option in any manner, including an exercise involving a Stock Appreciation Right (as defined in Section V), shall result in a decrease in the number of shares of Stock which may thereafter be available, both for purposes of the Plan and for sale to any one individual, by the number of shares as to which the Option is exercised. The grant of a Restricted Stock award shall result in a decrease in the number of shares of Stock which may thereafter be available, both for purposes of the Plan and for sale to any one individual, by the number of shares of Restricted Stock granted. Issuance of Stock upon lapse of Forfeiture Restrictions on Restricted Stock Units shall result in a decrease in the number of shares of Stock which may thereafter be available, both for purposes of the Plan and for sale to any one individual, by the number of shares as to which the Restricted Stock Units relate. The aggregate number of shares of Stock that may be issued under the Plan shall be subject to adjustment in the same manner as provided in Section VIII hereof with respect to shares of Stock subject to Options, awards of Restricted Stock or Restricted Stock Units then outstanding.

     Notwithstanding any provision in the Plan to the contrary, no more than 1,000,000 shares of Stock may be subject to Options granted under the Plan to any one individual during any five year period, no more than 500,000 shares of Restricted Stock may be granted under the Plan to any one individual during any five year period, and no more than 100,000 Restricted Stock Units may be granted under the Plan to any one individual during any five year period. The number of shares of Stock that may be issued to individuals as set forth in the preceding sentence shall be subject to adjustment in the same manner as provided in Section VIII hereof with respect to shares of Stock

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subject to Options, awards of Restricted Stock or Restricted Stock Units then outstanding. The limitations set forth in this paragraph shall be applied in a manner which will permit compensation generated under the Plan with respect to “covered employees” to constitute “performance-based” compensation for purposes of Section 162(m) of the Code, including, without limitation, counting against such maximum number of shares of Stock, to the extent required under Section 162(m) of the Code and applicable interpretive authority thereunder, any shares of Stock subject to Options that expire, are canceled or repriced or Restricted Stock or Restricted Stock Units that are forfeited.

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

Section V.
Options

     (a) Each Option shall be evidenced by a written agreement between the Company and the Participant (“Option Agreement”) which shall contain such terms and conditions as may be approved by the Committee, including, but not limited to, the number of shares of Stock that may be purchased under the Option and the price per share of Stock purchasable under the Option (“Option Price”). The terms and conditions of the respective Option Agreements need not be identical. Specifically, an Option Agreement may provide for the surrender of the right to purchase shares of Stock under the Option in return for a payment in cash or shares of Stock or a combination of cash and shares of Stock equal in value to the excess of the fair market value of the shares of Stock with respect to which the right to purchase is surrendered over the Option Price therefor (“Stock Appreciation Rights”), on such terms and conditions as the Committee in its sole discretion may prescribe. Moreover, an Option Agreement may provide for the payment of the Option Price, in whole or in part, by the delivery of a number of shares of Stock (plus cash if necessary) having a fair market value equal to such Option Price, or by any other method of cashless exercise authorized by the Committee.

     (b) Each Option and all rights granted thereunder shall not be transferable other than (i) by will or the laws of descent and distribution, (ii) between a Participant and his or her former spouse, but only if such transfer is incident to a divorce under Section 1041(a) of the Code, or (iii) with the consent of the Committee.

     (c) The Option Price of Stock issued under each Option shall be determined by the Committee, but such Option Price shall not be less than the fair market value of Stock subject to the Option on the date the Option is granted.

     (d) Neither the Company nor the Committee may “reprice” an outstanding Option that has an Option Price greater than the then fair market value of Stock by canceling such Option and granting the affected Participant a new Option with a lower Option Price without the consent and approval of the Company’s shareholders. Adjustments to Options allowed under Section VIII shall not constitute “repricing” for purposes of this paragraph.

Section VI.
Restricted Stock

     (a) Each grant of Restricted Stock shall be evidenced by a written agreement between the Company and the Participant (“Restricted Stock Agreement”) which shall contain such terms and conditions as may be approved by the Committee. If the purchase of Restricted Stock is required by the Restricted Stock Agreement, a Participant who is granted Restricted Stock shall have rights with respect to such grant provided the Participant shall have accepted the grant within sixty (60) days (or such shorter date as the Committee may specify) following the date of the grant, by making payment to the Company by certified bank check or other instrument acceptable to the Committee in an amount equal to the specified purchase price, if any, of the shares covered by the grant and by executing and delivering to the Company a Restricted Stock Agreement in such form as the Committee shall determine.

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     (b) Shares of Stock that are the subject of a grant of Restricted Stock shall be subject to restrictions on disposition by the Participant and an obligation of the Participant to forfeit and surrender the shares to the Company under certain circumstances (the “Forfeiture Restrictions”). The Forfeiture Restrictions shall be determined by the Committee in its sole discretion and set forth in the Restricted Stock Agreement, and the Committee may provide that the Forfeiture Restrictions shall lapse upon (i) the attainment of one or more performance goals established by the Committee that are based on (1) the price of a share of Stock or of the equities of a subsidiary or business unit designated by the Committee, (2) the earnings per share of the Company or a subsidiary or business unit designated by the Committee, (3) the total shareholder value of the Company or a subsidiary or business unit designated by the Committee, (4) dividends or distributions of the Company or a subsidiary or business unit designated by the Committee, (5) the revenues of the Company or a subsidiary or business unit designated by the Committee, (6) debt/equity, interest coverage, or indebtedness/earnings before or after interest, taxes, depreciation and amortization ratios of the Company or a subsidiary or business unit designated by the Committee, (7) cash coverage ratio of the Company or a subsidiary or business unit designated by the Committee, (8) the net income (before or after taxes) of the Company or a subsidiary or business unit designated by the Committee, (9) the cash flow or cash flow return on investment of the Company or a subsidiary or business unit designated by the Committee, (10) the earnings before or after interest, taxes, depreciation, and/or amortization of the Company or a subsidiary or business unit designated by the Committee, (11) the economic value added of the Company or a subsidiary or business unit designated by the Committee, (12) the return on stockholders’ equity achieved by the Company or a subsidiary or business unit designated by the Committee, or (13) the payment of a bonus under the Company’s annual incentive plan as a result of the attainment of performance goals based on one or more of the business criteria set forth in (1) through (12) above, (ii) the Participant’s continued employment for a specified period of time, (iii) the occurrence of any event or the satisfaction of any other condition specified by the Committee in its sole discretion, or (iv) a combination of any of the foregoing. Each grant of Restricted Stock may have different Forfeiture Restrictions, in the discretion of the Committee.

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

     (c) Unless otherwise provided in his or her Restricted Stock Agreement, a Participant shall have the right to receive dividends with respect to Restricted Stock, to vote such Restricted Stock and to enjoy all other stockholder rights, except that (i) the Participant shall not be entitled to delivery of the Restricted Stock certificate until the Forfeiture Restrictions have lapsed, (ii) the Company shall retain custody of the Restricted Stock until the Forfeiture Restrictions have lapsed, (iii) the Participant may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the Restricted Stock until the Forfeiture Restrictions have lapsed, and (iv) a breach of the terms and conditions established by the Committee pursuant to the Restricted Stock Agreement shall cause a forfeiture of the Restricted Stock by the Participant. Unless otherwise provided in a Restricted Stock Agreement, dividends payable with respect to Restricted Stock will be paid to a Participant in cash on the day on which the corresponding dividend on shares of Stock is paid to shareholders, or as soon as administratively practicable thereafter, but in no event later than the fifteenth (15th) day of the third calendar month following the day on which the corresponding dividend on shares of Stock is paid to shareholders. The Committee may provide in a Restricted Stock Agreement that payment of dividends with respect to Restricted Stock shall be subject to the attainment of one or more performance goals established by the Committee that are based on the criteria set forth in paragraph (b) above.

     (d) The Committee at any time may accelerate the time or conditions under which the Forfeiture Restrictions lapse; provided, however, except in the event of a Corporate Change (as set forth in Section VIII(c)), the Committee may not take such action with respect to Restricted Stock that has been granted to a “covered employee” if such Restricted Stock has been designed to meet the exception for performance-based compensation under Section 162(m) of the Code, unless the performance goals with respect to such Restricted Stock have been attained. With respect to Restricted Stock granted to a “covered employee,” if the lapse of the Forfeiture Restrictions imposed upon such Restricted Stock, or the payment of dividends with respect to Restricted Stock, is

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conditioned in whole or in part on the attainment of performance goals, such Forfeiture Restrictions shall not lapse and such dividends shall not be paid unless and until the Committee certifies in writing that such performance goals and any other conditions on the lapse of Forfeiture Restrictions or payment of dividends have been satisfied.

Section VII.
Restricted Stock Units

     (a) Each Restricted Stock Unit shall correspond to one share of Stock. Each grant of Restricted Stock Units shall be evidenced by a written agreement between the Company and the Participant (“Restricted Stock Unit Agreement”) which shall contain such terms and conditions as may be approved by the Committee. Restricted Stock Units represent the right to receive shares of Stock, cash, or both (as determined by the Committee) upon satisfaction of such conditions as may be set forth in the applicable Restricted Stock Unit Agreement.

     (b) Restricted Stock Units shall be subject to an obligation of the Participant to forfeit and surrender the Restricted Stock Units to the Company under certain circumstances (the “Forfeiture Restrictions”). The Forfeiture Restrictions shall be determined by the Committee in its sole discretion and set forth in the Restricted Stock Unit Agreement, and the Committee may provide that the Forfeiture Restrictions shall lapse upon (i) the attainment of one or more performance goals established by the Committee that are based on (1) the price of a share of Stock or of the equities of a subsidiary or business unit designated by the Committee, (2) the earnings per share of the Company or a subsidiary or business unit designated by the Committee, (3) the total shareholder value of the Company or a subsidiary or business unit designated by the Committee, (4) dividends or distributions of the Company or a subsidiary or business unit designated by the Committee, (5) the revenues of the Company or a subsidiary or business unit designated by the Committee, (6) debt/equity, interest coverage, or indebtedness/earnings before or after interest, taxes, depreciation and amortization ratios of the Company or a subsidiary or business unit designated by the Committee, (7) cash coverage ratio of the Company or a subsidiary or business unit designated by the Committee, (8) the net income (before or after taxes) of the Company or a subsidiary or business unit designated by the Committee, (9) the cash flow or cash flow return on investment of the Company or a subsidiary or business unit designated by the Committee, (10) the earnings before or after interest, taxes, depreciation, and/or amortization of the Company or a subsidiary or business unit designated by the Committee, (11) the economic value added of the Company or a subsidiary or business unit designated by the Committee, (12) the return on stockholders’ equity achieved by the Company or a subsidiary or business unit designated by the Committee, or (13) the payment of a bonus under the Company’s annual incentive plan as a result of the attainment of performance goals based on one or more of the business criteria set forth in (1) through (12) above, (ii) the Participant’s continued employment for a specified period of time, (iii) the occurrence of any event or the satisfaction of any other condition specified by the Committee in its sole discretion, or (iv) a combination of any of the foregoing. Each grant of Restricted Stock Units may have different Forfeiture Restrictions, in the discretion of the Committee. Notwithstanding anything herein to the contrary, a grant of Restricted Stock Units to a Participant who is subject to the Income Tax Act (Canada) shall provide that the Forfeiture Restrictions shall lapse no later than three (3) years following the end of the year in which the Restricted Stock Units are granted to such Participant, or such other time period as provided by the Income Tax Act (Canada).

     The Committee may, in its sole discretion, prescribe additional terms, conditions or restrictions relating to Restricted Stock Units, including, but not limited to, rules pertaining to the termination of employment (by retirement, disability, death or otherwise) of a Participant prior to the lapse of the Forfeiture Restrictions. Such additional terms, conditions or restrictions shall be set forth in the Restricted Stock Unit Agreement. The Restricted Stock Unit Agreement may also include, without limitation, provisions relating to (i) tax matters (including provisions covering any applicable employee wage withholding requirements), and (ii) any other matters not inconsistent with the terms and provisions of this Plan that the Committee shall in its sole discretion determine. The terms and conditions of the respective Restricted Stock Unit Agreements need not be identical.

     (c) Subject to the provisions of the Restricted Stock Unit Agreement, upon the lapse of Forfeiture Restrictions with respect to a Restricted Stock Unit, the Participant will be entitled to receive, without any payment to the Company (other than any required tax withholding amounts), an amount (the “RSU Value”) equal to the product of (i) the number of Restricted Stock Units with respect to which the Forfeiture Restrictions lapse, multiplied by (ii) the fair market value per share of Stock on the date the Forfeiture Restrictions lapse.

     Payment of the RSU Value to the Participant shall be made in (i) shares of Stock, valued at the fair market

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value on the date the Forfeiture Restrictions lapse, (ii) cash, or (iii) a combination thereof as provided in the Restricted Stock Unit Agreement. The payment of the RSU Value shall be made as soon as administratively feasible following the lapse of the Forfeiture Restrictions, but in no event later than March 15 of the calendar year immediately following the calendar year in which the Forfeiture Restrictions lapse.

     (d) The Committee may provide in a Restricted Stock Unit Agreement that the Participant shall be entitled to receive dividend equivalents. Unless otherwise provided in the Restricted Stock Unit Agreement, such dividend equivalents will be paid to the Participant in cash on the day on which the corresponding dividend on shares of Stock is distributed to shareholders, or as soon as administratively practicable thereafter, but in no event later than the fifteenth (15th) day of the third calendar month following the day on which the corresponding dividend on shares of Stock is paid to shareholders. The Committee may provide in a Restricted Stock Unit Agreement that payment of dividend equivalents with respect to Restricted Stock Units shall be subject to the attainment of one or more performance goals established by the Committee that are based on the criteria set forth in paragraph (b) above.

     (e) The Committee at any time may accelerate the time or conditions under which the Forfeiture Restrictions lapse; provided, however, except in the event of a Corporate Change (as set forth in Section VIII(c)), the Committee may not take such action with respect to Restricted Stock Units that have been granted to a “covered employee” if such Restricted Stock Units have been designed to meet the exception for performance-based compensation under Section 162(m) of the Code. With respect to Restricted Stock Units granted to a “covered employee,” if the lapse of the Forfeiture Restrictions imposed upon such Restricted Stock Units, or the payment of dividend equivalents with respect to Restricted Stock Units, is conditioned in whole or in part on the attainment of performance goals, such Forfeiture Restrictions shall not lapse and such dividend equivalents shall not be paid unless and until the Committee certifies in writing that such performance goals and any other conditions on the lapse of Forfeiture Restrictions or payment of dividend equivalents have been satisfied.

     (f) Except as provided in the applicable Restricted Stock Unit Agreement, Restricted Stock Units may not be sold, assigned, transferred, pledged or otherwise encumbered. Except as provided in the applicable Restricted Stock Unit Agreement, a Participant shall have with respect to such Restricted Stock Units none of the rights of a holder of Stock unless and until shares of Stock are actually delivered in satisfaction of such Restricted Stock Units.

     (g) Any payment of cash with respect to a Restricted Stock Unit to a Participant who does not reside in the United States shall be calculated in United States dollars pursuant to Subparagraph (c) above, and shall be paid in the currency of the country of the Participant’s residence, based on the foreign exchange rate between United States dollars and such other currency as published by The WM Company on the Reuters News Service page WMRSPOT01 at 4:00 p.m. London time (11:00 a.m. New York time), or any successor published currency exchange rates, as of the date on which the Forfeiture Restrictions lapse or, in the case of dividend equivalents, the date on which the cash dividends on Stock become payable; provided that, if the above-referenced published exchange rates and successor published exchanged rates are no longer available, then another widely published source for currency exchange rates that the Committee determines appropriate shall be used.

Section VIII.
Recapitalization or Reorganization

     (a) The existence of the Plan and the Options, Restricted Stock and Restricted Stock Units granted hereunder shall not affect in any way the right or power of the Board or the shareholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.

     (b) In the event that the outstanding shares of Stock are changed into or exchanged for a different number or kind of share or other securities of the Company or of another entity by reason of merger, consolidation, other reorganization, recapitalization, reclassification, combination of shares, stock split-up, or stock dividend, the Committee shall make such corresponding adjustment, if any, as is appropriate, adjusting the number and kind of shares which may be granted under the Plan, the maximum number and kind of shares which may be granted to any one eligible Participant, and the number, the Option Price, and the kind of shares or property subject to each

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outstanding Option, Restricted Stock and Restricted Stock Unit award. Any fractional share resulting from such adjustment shall be rounded up to the next whole share.

     (c) If (i) any “person,” as such term is used in Sections 13(d) and 14(d) of the 1934 Act (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities, (ii) during any period of two consecutive years (not including any period prior to the Effective Date of this Plan), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in (i), (iii) or (iv) of this Section VIII(c)) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason other than normal retirement, death or disability to constitute at least a majority thereof, (iii) the shareholders of the Company approve a merger or consolidation of the Company with any other person, other than (1) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or being converted into voting securities for the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (2) a merger in which the Company is the surviving entity but no “person” (as defined above) acquires more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities, or (iv) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction having a similar effect) (each such event described in clauses (i), (ii), (iii) and (iv) is referred to herein as a “Corporate Change”), no later than (A) ten days after the approval by the shareholders of the Company of such merger or consolidation, plan of complete liquidation, or sale or disposition of assets or (B) thirty days after a change of control of the type described in clause (i) or (ii), the Committee, acting in its sole discretion without the consent or approval of any Participant, shall act to effect one or more of the following alternatives with respect to outstanding Options, which may vary among individual Participants and which may vary among Options held by any individual Participant: (I) accelerate the time at which Options then outstanding may be exercised so that such Options may be exercised in full for a limited period of time on or before a specified date (before or after such Corporate Change) fixed by the Committee, after which specified date all unexercised Options and all rights of Participants thereunder shall terminate, (II) require the mandatory surrender to the Company by selected Participants of some or all of the outstanding Options held by such Participants (irrespective of whether such Options are then exercisable under the provisions of the Plan) as of a date, before or after such Corporate Change, specified by the Committee, in which event the Committee shall thereupon cancel such Options and the Company shall pay to each Participant an amount of cash per share equal to the excess, if any, of the amount calculated in Subparagraph (d) below (the “Change of Control Value”) of the shares subject to such Option over the Option Price(s) under such Options for such shares, (III) make such adjustments to Options then outstanding as the Committee deems appropriate to reflect such Corporate Change (provided, however, that the Committee may determine in its sole discretion that no adjustment is necessary to Options then outstanding) or (IV) provide that the number and class of shares of Stock covered by an Option theretofore granted shall be adjusted so that such Option shall thereafter cover the number and class of shares of Stock or other securities or property (including, without limitation, cash) to which the Participant would have been entitled pursuant to the terms of the agreement of merger, consolidation or sale of assets and dissolution if, immediately prior to such merger, consolidation or sale of assets and dissolution, the Participant had been the holder of record of the number of shares of Stock then covered by such Option. Upon the occurrence of a Corporate Change, the Committee, within the time limits set forth above for actions with respect to Options after a Corporate Change, may take any action with respect to outstanding Restricted Stock and Restricted Stock Units that it deems appropriate, including but not limited to causing the Forfeiture Restrictions to lapse, which action may vary among Restricted Stock and Restricted Stock Units granted to individual Participants.

     (d) For the purposes of clause (II) in Subparagraph (c) above, the “Change of Control Value” shall equal the amount determined in clause (i), (ii) or (iii), whichever is applicable, as follows: (i) the per share price offered to shareholders of the Company in any such merger, consolidation, reorganization, sale of assets or dissolution transaction, (ii) the price per share offered to shareholders of the Company in any tender offer or

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exchange offer whereby a Corporate Change takes place, or (iii) if such Corporate Change occurs other than pursuant to a tender or exchange offer, the fair market value per share of the shares into which such Options being surrendered are exercisable, as determined by the Committee as of the date determined by the Committee to be the date of cancellation and surrender of such Options. In the event that the consideration offered to shareholders of the Company in any transaction described in this Subparagraph (d) or Subparagraph (c) above consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consolidation offered which is other than cash.

     (e) Except as hereinbefore expressly provided, the issuance by the Company of shares of stock of any class or securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Stock subject to Options, Restricted Stock or Restricted Stock Units theretofore granted or the Option Price per share.

Section IX.
History of Plan

     This Plan was originally effective on October 8, 1999 (the “Effective Date”) and was amended and restated, effective January 20, 2000, further amended and restated, effective January 17, 2001, and further amended and restated effective May 11, 2004. This Plan, as further amended and restated, shall be effective on January 18, 2006, subject to the approval of such amendment and restatement by the Company’s stockholders at the 2006 annual meeting. If the amendment and restatement of the Plan set forth herein is not so approved by the Company’s stockholders at the 2006 annual meeting, (a) the amendment and restatement shall not be effective, (b) the Plan, as in effect immediately prior to January 18, 2006, shall remain in full force and effect, and (c) any grants of Options, Restricted Stock or Restricted Stock Units made on or after January 18, 2006 that could not have been made under the Plan, as in effect immediately prior to January 18, 2006, shall immediately expire and be of no force and effect.

Section X.
Amendment or Termination

     The Board in its discretion may terminate the Plan at any time with respect to any shares for which Options, Restricted Stock or Restricted Stock Units have not theretofore been granted. The Board shall have the right to alter or amend the Plan or any part thereof from time to time; provided, that (a) no change in any Option, Restricted Stock or Restricted Stock Units theretofore granted may be made which would impair the rights of the Participant under such award without the consent of such Participant; (b) the Board may not make any alteration or amendment which would decrease any authority granted to the Committee hereunder in contravention of Rule 16b-3; and (c) no such action of the Board shall be taken without approval of the Company’s shareholders if such approval is required to comply with Rule 16b-3, any rule promulgated by the New York Stock Exchange, Section 162(m) of the Code or any successor provisions, or any other applicable laws, rules or regulations.

Section XI.
Securities Laws

     (a) The Company shall not be obligated to issue any Stock pursuant to any Option, Restricted Stock or Restricted Stock Units granted under the Plan at any time when the offering, issuance or sale of the shares covered by such Option, Restricted Stock or Restricted Stock Units have not been registered under the Securities Act of 1933 and such other state and federal laws, rules or regulations as the Company or the Committee deems applicable and, in the opinion of legal counsel for the Company, there is no exemption from the registration requirements of such laws, rules or regulations available for the offering and sale of such shares.

     (b) Notwithstanding anything to the contrary expressed in the Plan, any provisions that vary from or conflict with any applicable federal or state securities laws (including any regulations promulgated thereunder) shall be deemed to be modified to conform to and comply with such laws. Without limiting the generality of the foregoing, it is the intention of the Company that the Plan shall comply in all respects with Rule 16b-3, and if any Plan provision, Option, Restricted Stock or Restricted Stock Units award is later found not to be in compliance with Section 16 of the 1934 Act, the provision, Option, Restricted Stock or Restricted Stock Units shall be construed or

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deemed amended to conform to Rule 16b-3. Notwithstanding anything in the Plan to the contrary, the Board, in its absolute discretion, may bifurcate the Plan so as to restrict, limit or condition the use of any provision of the Plan to Participants who are officers subject to Section 16 of the 1934 Act without so restricting, limiting or conditioning the Plan with respect to other Participants.

Section XII.
Miscellaneous

     (a) Neither the adoption of the Plan by the Company nor any action of the Board or the Committee shall be deemed to give an employee any right to be granted an Option, Restricted Stock or Restricted Stock Units or any other rights hereunder except as may be evidenced by an Option Agreement, a Restricted Stock Agreement or a Restricted Stock Unit Agreement duly executed on behalf of the Company, and then only to the extent and on the terms and conditions expressly set forth therein. The Plan shall be unfunded.

     (b) Nothing contained in the Plan shall (i) confer upon any employee any right with respect to continuation of employment with the Company, an Affiliate or an entity in which the Company has a direct or indirect ownership interest (collectively, “Employer”) or (ii) interfere in any way with the right of the Employer to terminate his or her employment at any time.

     (c) Nothing contained in the Plan shall be construed to prevent the Company, an Affiliate or an entity in which the Company has a direct or indirect ownership interest from taking any corporate action that is deemed by the Company or such entity to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Option, Restricted Stock or Restricted Stock Units granted under the Plan. No employee, beneficiary or other person shall have any claim against the Company or such entity as a result of any such action.

     (d) Any Option Agreement, Restricted Stock Agreement, Restricted Stock Unit Agreement or related document may be executed by facsimile signature. If any officer who shall have signed or whose facsimile signature shall have been placed upon any such Option Agreement, Restricted Stock Agreement, Restricted Stock Unit Agreement or related document shall have ceased to be such officer before the related Option, Restricted Stock or Restricted Stock Units award is granted by the Company, such Option, Restricted Stock or Restricted Stock Units may nevertheless be issued by the Company with the same effect as if such person were such officer at the date of grant.

     (e) This Plan shall be construed in accordance with the laws of the State of Texas.

     (f) If the Company is subject to Section 162(m) of the Code, it is intended that the Plan comply fully with and meet all the requirements of Section 162(m) of the Code so that Options, Restricted Stock and Restricted Stock Units granted hereunder to “covered employees” shall constitute “performance-based” compensation within the meaning of such section. If any provision of the Plan would disqualify the Plan or would not otherwise permit the Plan to comply with Section 162(m) of the Code as so intended, such provision shall be construed or deemed amended to conform to the requirements or provisions of Section 162(m) of the Code; provided that no such construction or amendment shall have an adverse effect on the economic value to a Participant with respect to any Option, Restricted Stock or Restricted Stock Units previously granted hereunder. Notwithstanding the foregoing, nothing in this Plan shall prohibit the Committee from taking any of the actions allowed under Section VIII with respect to Options, Restricted Stock or Restricted Stock Units upon the occurrence of a Corporate Change. With respect to any Restricted Stock or Restricted Stock Units granted to a “covered employee,” if the lapsing of the Forfeiture Restrictions of such Restricted Stock or Restricted Stock Units, or the payment of dividends or dividend equivalents, is contingent on the satisfaction of performance goals, (i) such performance goals shall be established in writing by the Committee not later than ninety (90) days after the commencement of the period of service to which the performance goals relate; provided, however, that the performance goals must be established before twenty-five percent (25%) of such period of service has elapsed, and (ii) the Forfeiture Restrictions shall not lapse, and the dividends or dividend equivalents shall not be paid, unless the shareholder approval requirements under Treasury Regulation § 1.162-27(e)(4) have been satisfied. The performance goals shall comply with the requirements of Treasury Regulation § 1.162-27(e)(2).

     (g) The expenses of administering the Plan shall be borne entirely by the Company.

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     (h) No member of the Board or the Committee shall be liable for any action or determination taken or made in good faith with respect to this Plan nor shall any member of the Board or the Committee be liable for any Option Agreement, Restricted Stock Agreement or Restricted Stock Unit Agreement issued pursuant to this Plan or any grants under them. Each member of the Board and the Committee shall be indemnified by the Company against any losses incurred in such administration of the Plan, unless his or her action constitutes gross negligence or willful misconduct.

     (i) Neither the adoption and maintenance of the Plan or any Option Agreement, Restricted Stock Agreement or Restricted Stock Unit Agreement, nor anything contained herein shall, with respect to any Participant, be deemed to (i) limit the right of the Employer to discharge or discipline any such person, or otherwise terminate or modify the terms of his or her employment, or (ii) create any contract or other right or interest under the Plan other than as specifically provided in the Plan or an Option Agreement, Restricted Stock Agreement or Restricted Stock Unit Agreement.

     (j) This Plan shall be binding upon the successors of the Company.

     (k) Each Participant shall, no later than the date as of which an amount relating to a grant under this Plan first becomes includable in the gross income of the Participant for applicable federal, state, provincial or local income tax purposes, pay to the Company or other entity which has a withholding obligation with respect to the Participant, or make arrangements satisfactory to the Committee regarding payment of any federal, state, provincial or local taxes of any kind required by law to be withheld with respect to such income. The Committee may permit payment of such taxes to be made through any arrangement satisfactory to the Committee. The Company and its subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant.

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

     IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the foregoing by the Board, Kinder Morgan, Inc. has caused these presents to be duly executed in its name and behalf by its proper officers thereunto duly authorized as of this ___day of January, 2006.