Kinder Morgan, Inc. Exhibit 4.11 to Form S-8



Exhibit 4.11


FIRST AMENDMENT

TO THE KINDER MORGAN, INC. EMPLOYEES STOCK PURCHASE PLAN

(Amended and Restated as of January 1, 2000)





W I T N E S S E T H:



     WHEREAS, Kinder Morgan, Inc. (the
"Employer") maintains the Kinder Morgan, Inc. Employees Stock Purchase Plan
(Amended and Restated as of January 1, 2000) (the "Plan"); and



     WHEREAS, the Employer, pursuant to Section 27
of the Plan, 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 Employer, the Plan is hereby amended in the following
manner:


1.    Effective
January 1, 2003, Section 2(h) is hereby amended in its entirety to read as follows:


	  
	(h)
	"Eligible Employee" or
    "Employee" shall mean and refer to all persons regularly employed by the
    Company, or one of its Subsidiaries; provided, however, the Plan shall neither permit nor
    deny participation in the Plan contrary to requirements of the Code; provided further,
    persons whose customary employment is for twenty hours or less per week shall not be an
    "Employee" or an "Eligible Employee" as those terms are used herein.




2.    Effective as
of January 1, 2003, Section 7(a) is hereby amended in its entirety to read as follows:


	  
	(a)
	An Eligible Employee may become a
    Participant by completing an Election to Purchase Shares and filing it with the Plan
    Supervisor no later than the Subscription/Enrollment Deadline. No Election to Purchase
    Shares will be accepted from an individual who is not on the active payroll of an Employer
    on the Subscription/Enrollment Deadline. Once an Employee has enrolled in the Plan, he
    will remain a Participant until: (i) he withdraws from the Plan, or (ii) he ceases to be
    an Eligible Employee of an Employer. An Eligible Employee who has withdrawn from the Plan
    must wait until the next Offering before re-enrolling in the Plan.




3.    Effective as
of January 1, 2003, Section 7(c) is hereby amended in its entirety to read as follows:


	  
	(c)
	Payroll deductions for a Participant shall
    be made through the end of a Purchase Period unless sooner terminated by a cancellation of
    Election to Purchase Shares as provided in Paragraphs 6, 13, 14, 16 or 17 herein. Payroll
    deductions shall be specified in dollar amounts from a minimum of $20 per month to a
    maximum of $21,250 per Plan Year. Such 







	  
	  
	  

    deductions shall be in uniform amounts in conformity with the Employee's payroll deduction
    schedule. There shall be no rights of prepayment.




4.    Effective as
of January 1, 2003, Section 16 is hereby amended in its entirety to read as follows:


		     16.   Termination of Employment.  If,
    prior to the last trading day of a Purchase Period, a Participant ceases to be employed by
    the Company or a Subsidiary for any reason (including death, retirement and involuntary
    termination, with or without cause), his Election to Purchase Shares shall be deemed to
    have been canceled. The Participant's or his legal representative's only right will be to
    receive in cash the total amount of accrued payroll deductions during the Purchase Period
    as soon as practicable after his termination of employment.




5.    Effective as
of January 1, 2003, Section 17(c) is hereby amended by deleting the last sentence of the
first paragraph thereof.


6.    Effective as
of January 1, 2003, Section 20 is hereby amended in its entirety to read as follows:


	
        

    

    	     20.   Governmental Approvals or Consents;
    Amendments or Termination.  This Plan and any offering and sales to
    Employees and Participants under it are subject to any governmental approvals or consents
    that may be or become applicable in connection therewith. Except as otherwise provided
    herein, the Board may terminate or make such changes in the Plan and include such terms in
    any Offering under this Plan as may be necessary to desirable, in the opinion of the
    Company's counsel, to comply with the rules or regulations of any governmental authority
    or any national securities exchange, or to be eligible for tax benefits under the Code or
    the laws of any state, or for any other reason; provided that no termination or amendment
    may affect Options previously granted, or may make any change in an Option theretofore
    granted which would adversely affect the rights of any Participant; and provided, further,
    that the Board may not make any amendment which would materially increase the benefits
    accruing to Participants under the Plan, increase the aggregate number of Shares which may
    be sold hereunder, change the designation of corporations whose employees may be offered
    Options under the Plan, or which would otherwise require the approval of the Company's
    shareholders to comply with Rule 16b-3, any rule promulgated by the New York Stock
    Exchange, or any other applicable laws, without approval of the stockholders of the
    Company.




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IN WITNESS WHEREOF, the Employer has executed this First Amendment to
the Plan on this 15th day of January, 2003.


 


	  	Kinder Morgan, Inc.

      

      
		By:
	/s/
    James E. Street

	  		
		Name:
	James E. Street

	  		
		Title:
	Vice President, Human Resources and Administration

      



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