Exhibit 10.6

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



     Section 1. Purpose of the Plan.  Kinder Morgan Energy  Partners,  L.P. (the
"Partnership"),  as a limited  partnership,  has a general partner rather than a
board of directors.  Through the operation of its limited partnership  agreement
and the  Delegation  of Control  Agreement  among the  Partnership,  its general
partner, Kinder Morgan Management,  LLC (the "Company") and others, the board of
directors  of  the  Company  (the  "Board")   functions  as  the  board  of  the
Partnership.  The Kinder Morgan  Energy  Partners,  L.P. 2003 Unit  Appreciation
Rights Plan for  Non-Employee  Directors (the "Plan") is intended to promote the
interests of the Partnership and its unitholders by aligning the compensation of
the non-employee members of the Board with unitholders'  interests.  Because the
success of the Company is  dependent  on its  operation  and  management  of the
Partnership  and its resulting  performance,  the Plan is also expected to align
the compensation of the non-employee  members of the Board with the interests of
the Company's shareholders.

     Section 2. Administration of the Plan.

          (a)  Composition of Committee.  The Plan shall be  administered by the
     Compensation  Committee (the  "Committee")  designated by the Board,  which
     shall also designate the Chairman of the Committee.  If the  Partnership is
     governed by Rule 16b-3 ("Rule  16b-3")  promulgated  by the  Securities and
     Exchange  Commission  pursuant to the  Securities  Exchange Act of 1934, as
     amended,  the  Committee  shall  be  composed  of two or more  Non-Employee
     Directors as defined in Rule 16b-3 or the full Board.

          (b) Committee  Action.  The Committee  shall hold its meetings at such
     times and places as it may  determine.  A  majority  of its  members  shall
     constitute a quorum,  and all determinations of the Committee shall be made
     by not less than a majority of its members.  Any decision or  determination
     reduced  to  writing  and  signed by a  majority  of the  members  shall be
     effective  as if it had been made by a  majority  vote of its  members at a
     meeting duly called and held.  The Committee may designate the Secretary of
     the  Company or other  Company  employees  to assist the  Committee  in the
     administration  of the Plan,  and may grant  authority  to such  persons to
     execute  agreements  or other  documents on behalf of the Committee and the
     Company.  Any  duly  constituted  committee  of the  Board  satisfying  the
     qualifications of this Section 2 may be appointed as the Committee.

          (c) Committee Expenses.  All expenses and liabilities  incurred by the
     Committee  in  the  administration  of  the  Plan  shall  be  borne  by the
     Partnership. The Committee may employ attorneys,  consultants,  accountants
     or other persons.

          (d)  Committee  Authority.  Subject to the express  provisions  of the
     Plan, the Committee shall have discretionary authority to prescribe,  amend
     and rescind  rules and  regulations  relating to the Plan, to interpret the
     Plan,  to  prescribe  and amend the terms of the Unit  Appreciation  Rights
     Agreements (the "UAR Agreements"), which need not be identical, and to make
     all  other   determinations   deemed   necessary  or   advisable   for  the


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     administration  of the Plan. The Committee may correct any defect or supply
     any  omission  or  reconcile  any  inconsistency  in the Plan or in any UAR
     Agreement in the manner and to the extent it shall deem  necessary to carry
     it into effect. The determinations of the Committee on the matters referred
     to in this paragraph shall be conclusive on all parties.

     Section  3.   Eligibility.   The  persons   eligible  to  participate  (the
"Participant") in the Plan as a recipient of unit  appreciation  rights ("UARs")
shall include only  directors of the Company who are not otherwise  employees of
the Company or any affiliate of the Company ("Eligible Director").

     Section 4. Units Subject to the Plan.  The  aggregate  number of UARs which
may be granted to  Participants  under the Plan shall not exceed  500,000  UARs,
subject  to  adjustment  as  provided  in  Section  7  below.  Should  any  UARs
theretofore  granted to a Participant  expire pursuant to Sections 6(d) or 6(e),
such UARs may again be granted to a Participant under the Plan.

     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. On each first trading day of the new year thereafter, 10,000
UARs  shall  automatically  be granted to each  Eligible  Director  on such date
("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 first trading day of the applicable  calendar year; and (iii) in the case of
UARs  granted  to an  Eligible  Director  elected to fill an  unexpired  term or
vacancy on the Board, such Eligible Director's date of election.

     Section  6.  UAR  Agreements.  Each UAR  granted  under  the Plan  shall be
exercisable  only for cash and shall be evidenced by a UAR Agreement,  in a form
approved by the Committee, which shall be subject to the following express terms
and  conditions  and such other terms and  conditions  as the Committee may deem
appropriate.

          (a) Unit  Appreciation  Right  Period.  The Committee  shall  promptly
     notify the Participant of the UAR grant, and a UAR Agreement shall promptly
     be  executed  and  delivered  by and on behalf of the  Partnership  and the
     Participant,  provided  that  the  UAR  grant  shall  expire  if a  written
     agreement is not signed by said  Participant (or his agent or attorney) and
     returned  to the  Partnership  within 60 days from date of  receipt  by the
     Participant  of such  agreement.  The Date of  Grant  shall be the date set
     forth in Section 5 hereof,  even though the UAR  Agreement  may be executed
     and delivered by the Partnership  and the Participant  after that date. The
     period for which the UARs are  granted  shall be ten years from the date of
     grant and the UARs shall expire and not be  exercisable  at the end of such
     period.

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          (b) Exercise of UARs.  The  Committee may provide in the UAR Agreement
     that UARs granted the  Participant may be exercised at any time in whole or
     in increments.  Notwithstanding  anything herein to the contrary, a UAR may
     not be exercised until the first business day on or after the expiration of
     six  (6)  months  from  the  Date  of  Grant  (the  "Vesting  Date").  If a
     Participant  ceases  to  serve on the  Board  for any  reason  prior to the
     Vesting  Date of a UAR,  such UAR shall  immediately  expire on the date of
     cessation of service and may not be  exercised.  UARs shall be exercised by
     the  delivery  of  written  notice  to  the  Partnership  addressed  to the
     attention of the Vice President of Human  Resources and  Administration  or
     the General  Counsel  setting forth the number of UARs being  exercised and
     the date on which such exercise is to be effective  ("Exercise Date"). Upon
     the  exercise  of  UARs  by the  Participant  in  accordance  with  the UAR
     Agreement,  the Partnership  shall pay the  Participant  within thirty (30)
     days of the  Exercise  Date an amount of cash (the  "Compensation  Amount")
     equal to the excess,  if any, of the aggregate UAR Value (as defined below)
     of the UARs  exercised as of the  Exercise  Date over the  aggregate  Award
     Price (as set forth in the UAR Agreement) of the UARs exercised.  The Award
     Price for a UAR shall be the Fair Market Value of a Unit (as defined below)
     on the Date of Grant of the UAR.  The value of one UAR (the "UAR Value") as
     of the  Exercise  Date shall be equal to the Fair Market  Value (as defined
     below) of one common unit (the "Units") of the Partnership as of such date.
     For all purposes  under the Plan,  the "Fair  Market  Value" of a Unit on a
     particular date shall be equal to the closing price of the Units on the New
     York Stock  Exchange  on that date,  or if no prices are  reported  on that
     date, on the last  preceding  date on which such prices of the Units are so
     reported. If the Units are not traded on the New York Stock Exchange at the
     time a determination of Fair Market Value is required to be made hereunder,
     Fair Market  Value  shall be deemed to be equal to the average  between the
     closing  bid and ask price of the Units on the most  recent  date the Units
     were publicly traded. In the event the Units are not publicly traded at the
     time a determination of Fair Market Value is required to be made hereunder,
     the  determination  of Fair Market Value shall be made by the  Committee in
     such manner as it deems appropriate.

          (c) Termination of Board Membership.  If a Participant ceases to serve
     on the Board for any reason other than death or disability,  any UARs which
     are  exercisable  on the date of such cessation of service may be exercised
     during a twelve (12) month  period  beginning on such date (but in no event
     after the  expiration  of ten (10) years from the Date of Grant);  provided
     however,  if a Participant's  service on the Board is terminated because of
     the  Participant's  theft  or  embezzlement  from  the  Partnership  or  an
     affiliate,  disclosure of trade secrets of the  Partnership or an affiliate
     or the  commission of a willful,  felonious act while serving on the Board,
     then any UARs or unexercised  portion thereof  granted to said  Participant
     shall expire upon such termination of service.

          (d)  Disability  or  Death  of  Participant.   In  the  event  of  the
     determination of disability or death of a Participant  under the Plan while
     he serves on the Board, the UARs previously granted to him may be exercised
     (to the  extent  he would  have been  entitled  to do so at the date of the
     determination  of  disability  or death) at any time and from time to time,
     within a twelve (12) month period after such determination of disability or
     death, by the former Participant,  the guardian of his estate, the executor
     or  administrator  of his  estate or by the  person or  persons to whom his
     rights  under the UAR  Agreement  shall

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     pass by will or the laws of descent and  distribution,  but in no event may
     any UARs be  exercised  after the  expiration  of 10 years from the Date of
     Grant. A Participant shall be deemed to be disabled if, in the opinion of a
     physician selected by the Committee, he is incapable of performing services
     for the Company of the kind he was  performing  at the time the  disability
     occurred  by  reason  of any  medically  determinable  physical  or  mental
     impairment  which  can be  expected  to  result  in death or to be of long,
     continued and indefinite duration.  The date of determination of disability
     for  purposes  hereof  shall  be the  date  of such  determination  by such
     physician.

          (e) Expiration of UARs. Any UARs exercised pursuant to this Plan shall
     expire  automatically  as of the Exercise  Date.  Additionally,  UARs shall
     expire  upon the  Participant's  termination  of  service  on the  Board in
     accordance with paragraphs (c) and (d) above.

     Section 7.  Adjustment in Number of UARs.  Solely for purposes of the Plan,
each UAR has been equated with one Unit as  constituted  on the date of adoption
of the Plan. If the outstanding  Units shall at any time be changed or exchanged
by  declaration of a Unit  dividend,  Unit split or  combination  of Units,  the
number  of  Units  which  are  subject  to this  Plan  or  subject  to any  UARs
theretofore  granted, and the Award Prices, shall be appropriately and equitably
adjusted so as to maintain the  proportionate  number of Units without  changing
the aggregate Award Price. If the Partnership recapitalizes or otherwise changes
its  capital  structure,  or  merges,  consolidates,  sells all of its assets or
dissolves (each of the foregoing a "Fundamental  Change"),  then thereafter upon
any exercise of a UAR theretofore  granted the  Participant  shall be treated as
holding a UAR with  respect  to the number and class of shares of stock or other
securities to which the  Participant  would have been  entitled  pursuant to the
terms of the  Fundamental  Change  if,  immediately  prior  to such  Fundamental
Change,  the Participant had been the holder of record of the number of Units as
to which such UAR is then exercisable.

     Section 8.  Prohibition  Against  Assignment or Encumbrance.  Except as set
forth in Section 6(d), Section 11 or this Section 8, no right,  title,  interest
or benefit  hereunder  shall ever be  transferable or liable for or charged with
any of the torts or obligations of a Participant or any person  claiming under a
Participant,  or be subject to seizure by any creditor of a  Participant  or any
person  claiming under a Participant,  and UARs granted under this Plan shall be
exercisable,  during  a  Participant's  lifetime,  only by the  Participant.  No
Participant or any person  claiming under a Participant  shall have the power to
anticipate or dispose of any right, title,  interest or benefit hereunder in any
manner until the same shall have been actually distributed free and clear of the
terms of the Plan. Upon any attempt to transfer,  assign, pledge, hypothecate or
otherwise dispose of or subject to execution, attachment or similar process, any
UAR  except  as  allowed  herein,  such  UAR and  all  rights  thereunder  shall
immediately  become  null  and  void.   Notwithstanding  the  foregoing,   if  a
Participant  obtains the approval of the Committee after making a request to the
Committee in writing,  the  Participant may transfer or assign a UAR to a family
partnership or other estate planning arrangement, or to a charity.

     Section 9.  Nature of the Plan.  The Plan  shall  constitute  an  unfunded,
unsecured obligation of the Partnership to make cash payments in accordance with
the provisions of the Plan.  Neither the establishment of the Plan, the granting
and  vesting of UARs nor the  determination  of  Compensation  Amounts  shall be
deemed  to create a trust.  No  Participant  shall

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have any security or other interest in any assets of the Partnership,  in Units,
or otherwise.  Nothing  contained in the Plan or any UAR  Agreement  will confer
upon any  Participant  (or any person or entity  claiming rights by or through a
Participant) any rights of a unitholder of the Partnership.

     Section 10. Board  Membership.  For all purposes of the Plan, a Participant
shall be considered to be in service on the Board as long as he remains a member
of the Board.  Nothing  contained in the Plan or any UAR Agreement  shall confer
upon any Participant  any right to continue to serve on the Board.  Any question
as to whether and when there has been a termination of a  Participant's  service
on the  Board  and the  cause of such  termination  shall be  determined  by the
Committee, and its determination shall be final.

     Section 11.  Beneficiary  Designation.  Each Participant under the Plan may
name,  from time to time,  any  beneficiary or  beneficiaries  (who may be named
contingently or  successively)  to whom any benefit under the Plan is to be paid
in the case of the death or disability of the Participant before he receives any
or all of such benefit.  Each designation will revoke all prior  designations by
the same Participant,  shall be in a form prescribed by the Committee,  and will
be effective  only when filed by the  Participant  in writing with the Committee
during his lifetime. In the absence of any such designation,  benefits remaining
unpaid at the Participant's death shall be paid to his estate.

     Section 12.  Amendment and  Termination  of the Plan. The Board in its sole
discretion  may  terminate  the Plan at any time with  respect to any UARs which
have not  theretofore  been  granted to  Participants.  The Board shall have the
right to alter or amend the Plan or any part thereof  from time to time,  except
that the Board shall not make any alteration or amendment which would impair the
rights  of a  Participant  with  respect  to UARs  theretofore  granted  to that
Participant without that Participant's consent.

     Section  13.  Effective  Date and  Expiration  of the  Plan.  This  Plan is
effective on April 1, 2003.  If not sooner  terminated  under the  provisions of
Section 12, the Plan shall  terminate as of the earlier of (a) the date on which
all UARs theretofore granted to Participants have been surrendered or forfeited,
or (b) December 31, 2013.

     Section  14.  Tax  Withholding.  The  Partnership  shall  have the power to
withhold,  or  require  a  Participant  to remit to the  Partnership,  an amount
sufficient to satisfy Federal,  state, and local withholding tax requirements on
any grant under the Plan.

     Section 15.  Requirements  of Law. The granting of UARs shall be subject to
all  applicable  laws,  rules,  and  regulations,  and to such  approvals by any
governmental agencies or national securities exchanges as may be required.

     Section 16. Governing Law. The Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of Texas.


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      IN WITNESS  WHEREOF,  and as  conclusive  evidence of the  adoption of the
foregoing,  the  Partnership has caused this Plan to be duly executed as of this
1st day of April 2003.

                        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
                                                 -----------------------------








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