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                                                                   EXHIBIT 10(h)

                                K N ENERGY, INC.

                       1987 DIRECTORS' DEFERRED FEE PLAN

                                   AS AMENDED

                                   ARTICLE I

                                    PURPOSE

         The purpose of the K N Energy, Inc. 1987 Directors' Deferred Fee Plan
(hereinafter referred to as the "Plan") is to provide funds upon termination of
service or death for Directors (and their beneficiaries ) of K N Energy, Inc.,
and its subsidiaries.  It is intended that the Plan will aid in attracting and
retaining Directors of exceptional ability by providing such Directors with a
means to supplement their standard of living.


                                   ARTICLE II

                                  DEFINITIONS

         For the purposes of this Plan, the following words and phrases shall
have the meanings indicated, unless the context clearly indicates otherwise:

         2.1     Beneficiary.  "Beneficiary" means the person, persons or
entity designated by the Participant, or as provided in Article VIII, to
receive any benefits payable under the Plan.  Any Participant Beneficiary
designation shall be made in a written instrument filed with the Committee and
shall become effective only when received in writing by the Committee.

         2.2     Board.  "Board" means the Board of Directors of K N Energy,
Inc.

         2.3     Committee.  "Committee" means the Compensation Committee of
the Company.

         2.4     Company.  "Company" means K N Energy, Inc. and its
subsidiaries.

         2.5     Declared Rate.  "Declared Rate" means the average of the
composite yield on Moody's Seasoned Corporate Bond Yield Index for the twelve
months beginning April 1 of the preceding year and ending March 31 of the
following year, as determined from Moody's Bond Record published by Moody's
Investors Services, Inc. (or any successor thereto).  If such monthly yield is
no longer published, a substantially similar average shall be selected by the
Company.  The Committee shall establish the Declared Rate effective as of May
1, of each Plan Year.  Such Declared Rate, once established, shall be used for
all interest determinations during such Plan Year.




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         2.6     Deferral Benefit.  "Deferral Benefit" means the benefit
payable to a Participant or Participant's Beneficiary on Participant's death or
termination of service as a Director, as calculated in Article VII hereof.

         2.7     Deferred Benefit Account.  "Deferred Benefit Account" means
the account maintained on the books of account of the Company for each
Participant pursuant to Article VI.  A separate Deferred Benefit Account shall
be maintained for each Participant.  A Participant's Deferred Benefit Account
shall be utilized solely as a device for the measurement and determination of
the amounts to be paid to the Participant pursuant to this Plan.  A
Participant's Deferred Benefit Account shall not constitute or be treated as a
trust fund of any kind.

         2.8     Deferred Fees.  "Deferred Fees" means Fees that are credited
to a Deferred Benefit Account in the form of cash, Memo Stock, or the
equivalency of dividends paid on memo stock.

         2.9     Determination Date.  "Determination Date" means the date on
which the amount of a Participate's Deferred Benefit Account is determined as
provided in Article VI hereof.  The last day of each calendar month shall be a
Determination Date.

         2.10    Director.  "Director" means an active member of the Board of
Directors of the Company.

         2.11    Fee.  "Fee" or "Fees" means the compensation paid to a
Director for services performed as a Director during a Plan Year which the
Director chooses to defer.

         2.12    Participant.  "Participant" means any Director who elects to
participate by filing a Participation Agreement as provided in Article IV.

         2.13    Participation Agreement.  "Participation Agreement" means the
agreement filed by a Participant prior to the beginning of the first period for
which the Participant's Fees are to be deferred pursuant to the Plan.  A form
of Participation Agreement is attached hereto.

         2.14    Plan Year.  "Plan Year" means a twelve month period commencing
May 1 and ending the following April 30.  The first Plan Year shall commence
May 1, 1987.  For 1995 the Plan Year shall be from May 1 to December 31.
Thereafter a Plan Year shall be from January 1, to December 31.

         2.15    Spouse.  "Spouse" means a Participate's wife or husband who
was lawfully married to the Participant at the time of the Participant's death
or a determination of Participant's incompetency.

         2.16    Memo Stock.  "Memo Stock" means those Fees which are credited
to a Participant's Deferred Benefit Account as if such Fees were used to
purchase the equivalent amount of Company common shares.  The Memo Stock shall
be priced at the average of the highest and lowest market trades on the date
Fees are payable.  Memo Stock will not be credited in partial shares.




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                                  ARTICLE III

                                 ADMINISTRATION

         3.1     Committee; Duties.  This Plan shall be administered by the
Committee.  The Committee shall also have the authority to make, amend,
interpret and enforce all appropriate rules and regulations for the
administration of this Plan and decide or resolve any and all questions,
including interpretations of this Plan, as may arise in connection with the
Plan.

         3.2     Binding Effect of Decisions.  The decision or action of the
Committee with respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the rules and
regulations promulgated hereunder shall be final, conclusive and binding upon
all persons having any interest in the Plan, unless an appeal is received by
the Committee within 60 days of the disputed action.  The appeal will be
reviewed by the Committee and its decision shall be final, conclusive and
binding on the Participant and on all persons claiming by, through or under the
Participant.

                                   ARTICLE IV

                                 PARTICIPATION

         4.1     Participation.  Participation in the Plan shall be limited to
Directors of the Company who elect to participate in the Plan by filing a
Participation Agreement with the Committee.  A Participation Agreement must be
filed prior to the December 15th immediately preceding the Plan Year in which
the Participant's participation under the agreement will commence.  The
election to participate shall be effective on the first day of the Plan Year
following receipt by the Committee of a properly completed and executed
Participation Agreement.

With respect to the first Plan Year of the Plan or with respect to an
individual becoming a Director during a Plan Year who thereby becomes eligible
to participate herein, an initial Participation Agreement may be filed within
30 days of the Committee's notification of eligibility to participate.  Such
election to participate shall be effective on the first day of the month
following the Committee's receipt thereof, except that elections not received
by the Committee prior to the 15th day of any calendar month shall be effective
no earlier than the first day of the second month following the month of
receipt.

         4.2     Amount of Deferral and Length of Participation.  A Participant
may elect in a Participation Agreement to defer a dollar amount or Memo Stock
equal to 100% of the Fees which are expected by the Participant at the time of
election to be earned over a deferral period of one Plan Year, and thereafter
for each subsequent deferral period of one Plan Year until the Participant's
termination of service on the Board or until the election to defer is amended.

         (a)     The deferral percentages elected in the Participation
                 Agreement shall be applied to the Participant's Deferred Fees
                 as they are payable during the deferral period.




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                 Deferrals shall commence with the Plan Year immediately
                 following the Plan Year in which the respective Participation
                 Agreement is filed; provided, however, that an initial
                 Participation Agreement which is effective other than on May 1
                 of a Plan Year shall apply to the remainder of that Plan Year
                 and to the following Plan Years as set forth above.

         (b)     A Participant's election to defer Fees shall be irrevocable
                 upon the filing of the respective Participation Agreement;
                 provided, however, that the deferral of Fees under the
                 Participation Agreement may be amended as provided in
                 paragraphs 7.3, 9.1 or as further described in this paragraph.

                 A Participant may amend a deferral election with respect to
                 deferrals in subsequent Plan Years by filing a new
                 Participation Agreement with the Committee in the manner
                 provided in paragraph 4.3.  The new agreement may commence or
                 discontinue deferrals.  The date benefits are to commence from
                 prior deferrals may not be changed.

         4.3     Additional Participation Agreement.  A Participant may enter
into a new Participation Agreement by filing a Participation Agreement with the
Committee prior to December 15 of any calendar year, stating the amount that
the Participant elects to have deferred.  A new agreement shall be effective
only as to Deferred Fees credited in Plan Years beginning after the last day of
the Plan Year in which the respective agreement is filed with the Committee.  A
new Participation Agreement is subject to all of the provisions and
requirements set forth in paragraph 4.2.


                                   ARTICLE V

                                 DEFERRED FEES

         5.1     Elective Deferred Fees.  The amount of Deferred Fees that a
Participant elects to defer in a Participation Agreement executed by the
Participant with respect to each Plan Year of participation in the Plan shall
be credited by the Company to the Participant's Deferred Benefit Account
throughout each Plan Year as the Participant's Fees are payable.  The amount or
Memo Stock credited to a Participant's Deferred Benefits Account shall equal
the amount deferred.  To the extent that the Company is required to withhold
any taxes or other amounts from the Directors' Deferred Fees pursuant to any
state, federal or local law, such amounts shall be taken out of the
Participant's Deferred Fees.

         5.2     Vesting of Deferred Benefit Account.  A Participant shall be
100% vested in the Deferred Benefit Account.




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                                   ARTICLE VI

                            DEFERRED BENEFIT ACCOUNT

         6.1     Determination of Account.  Each Participant's Deferred Benefit
Account as of each Determination Date shall consist of the balance of the
Participant's Deferred Benefit Account as of the immediately preceding
Determination Date, plus the Participant's elective Deferred Fees withheld
since the immediately preceding Determination Date pursuant to paragraph 5.1.
The Deferred Benefit Account of each Participant shall be reduced by the amount
of all distributions, if any, made from such Deferred Benefit Account since the
preceding Determination Date.

         6.2     Crediting of Account.  As of each Determination Date, the
Participant's Deferred Benefit Account shall be increased by the amount of
interest earned and dividends paid since the preceding Determination Date.
Interest shall be based upon the Declared Rate as defined in paragraph 2.5.
Interest shall be credited on the mean average of the balances of the Deferred
Benefit Account on the Determination Date and on the last preceding
Determination Date, but after the Deferred Benefit Account has been adjusted
for any contributions or distributions to be credited or deducted for each such
day.  The dividend credit shall be equivalent to the dividend rate per share
paid by the Company multiplied by the amount of Memo Stock held in a
Participant's Deferred Benefit Account.

         6.3     Statement of Accounts.  The Company shall submit to each
Participant, within 120 days after the close of each Plan Year, a statement in
such form as the Company deems desirable, setting forth the balance to the
credit of each Participant's Deferred Benefit Account as of the last day of the
preceding Plan Year.


                                  ARTICLE VII

                                    BENEFITS

         7.1     Termination of Service as Director.  Subject to paragraph 7.3
below, upon retirement from the Board or any termination of service of the
Participant for reasons other than death, the Company shall pay to the
Participant's Deferred Benefit Account determined under paragraphs 6.1 and 6.2
hereof.

         7.2     Death.  Upon the death of a Participant, Participant's
Beneficiary shall receive the balance in Participant's Deferred Benefit
Account.

         The Deferral Benefit shall be payable as provided for in paragraph
7.3.

         The Deferral Benefit provided above shall be in lieu of all other
benefits under this Plan.




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         7.3     Form of Benefit Payment.

         (a)     Upon the happening of an event described in paragraphs 7.1 or
                 7.2 above, the Company shall pay to the Participant, or
                 Participant's Beneficiary, the balance in Participant's
                 Deferred Benefit Account in one of the following forms as
                 elected in the Participation Agreement filed by the
                 Participant:

                 (1)      A lump sum payment.

                 (2)      A monthly payment of a fixed amount which shall
                          amortize the Deferred Benefit Account balance in
                          equal monthly payments of principal and interest over
                          a period from 2 to 180 months.  For purposes of
                          determining the amount of the monthly payment, the
                          rate of interest during the amortization period shall
                          be the average of the Declared Rate for the shorter
                          of (i) the last five (5) Plan Years preceding the
                          initial monthly installment payment, or (ii) the
                          actual number of Plan Years of participation by the
                          Participant.

                 (b)      Alternatively, in the case of Memo Stock, Participant
                          may elect to receive a lump sum distribution of
                          common shares of the Company equivalent to the amount
                          of Participant's Memo Stock with any cash balance in
                          Participant's Deferred Benefit Account paid pursuant
                          to 7.1(a) (1) or (2) above.

                 (c)      A Participant may change the form in which benefits
                          shall be paid by filing a new Participation Agreement
                          indicating such change any time prior to the date
                          payments are to commence.  Such new Participation
                          Agreement may not change the provisions of any
                          previous Participation Agreement to which it relates
                          for purposes of complying with the provisions of
                          paragraphs 4.2 and 4.3 relating to the amount of
                          deferrals and duration of the Participation
                          Agreement.  No such new Participation Agreement shall
                          change the amount elected to be deferred in any
                          previous Participation Agreement, nor the time
                          elected for commencement of benefit payments.

         7.4     Commencement of Payments.  Commencement of payments under this
Plan shall begin within 60 days following receipt of notice by the Committee of
an event which entitles a Participant (or a Beneficiary) to payments under this
Plan, or at such earlier date as may be determined by the Company.  All
payments shall be made as of the first day of the month.




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                                  ARTICLE VIII

                            BENEFICIARY DESIGNATION

         8.1     Beneficiary Designation.  Each Participant shall have the
right, at any time, to designate any person or persons as Beneficiary or
Beneficiaries (both primary as well as contingent) to whom payment under this
Plan shall be made in the event of Participant's death prior to complete
distribution of the benefits due Participant under the Plan.

         8.2     Amendments.  Any Beneficiary designation may be changed by a
Participant by the written filing of such change on a form prescribed by the
Committee.  The filing of a new Beneficiary Designation form will cancel all
Beneficiary designations previously filed.

         8.3     No Beneficiary Designation.  If a Participant fails to
designate a Beneficiary as provided above, or if all designated Beneficiaries
predecease the Participant, then the Participant's designated Beneficiary shall
be deemed to be the person or persons surviving Participant in the first of the
following classes in which there is a survivor, share and share alike:

                 (a)      The surviving Spouse;

                 (b)      The Participant's children, except that if any of the
                          children predecease the Participant but leave issue
                          surviving, then such issue shall take by right of
                          representation the share their parent would have
                          taken if living;

                 (c)     The Participant's personal representative (executor or
                         administrator).

         8.4     Effect of Payment.  The payment to the deemed Beneficiary
shall completely discharge the Company's obligations under this Plan.


                                   ARTICLE IX

                       AMENDMENT AND TERMINATION OF PLAN

         9.1     Amendment.  The Board may at any time amend the Plan in whole
or in part; provided, however, that no amendment shall be effective to decrease
or restrict any Deferred Benefit Account or scheduled payment therefrom at the
time of such amendment.  In the event the Plan is amended, the Participation
Agreement shall be subject to the provisions of such amendment as if set forth
in full therein, without further action or amendment to the Participation
Agreement.  The Parties shall be bound by, and have the benefit of, each and
every provision of the Plan, as amended from time to time.

         9.2     Company's Right to Terminate.  The Board may at any time
terminate the Plan with respect to new elections to defer if, in its judgment,
the continuance of the Plan, the tax, accounting, or other effects thereof, or
potential payments thereunder would not be in the best




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interests of the Company.  The Board may also terminate the Plan in its
entirety at any time.  Upon any such termination, all Participants under the
Plan shall be paid the balance in their Deferred Benefit Account in a limp sum,
or over such period of time as determined by the Company.


                                   ARTICLE X

                                 MISCELLANEOUS

         10.1    Unsecured General Creditor.  Participants and their
Beneficiaries shall have no legal or equitable rights, interest or claims in
any property or assets of the Company, nor shall they be Beneficiaries of, or
have any rights, claims or interest in any life insurance policies, annuity
contracts or the proceeds therefrom owned or which may be acquired by the
Company ("Policies").  Such Policies or other assets of the Company shall not
be held under any trust for the benefit of Participants or their Beneficiaries
or held in any way as collateral security for the fulfilling of the obligations
of the Company under this Plan.  Any and all of the Company's assets and
Policies shall be, and remain, the general, unpledged and unrestricted assets
of Company.  Company's obligation under the Plan shall be merely that of an
unfunded and unsecured promise of the Company to pay money in the future.

         10.2    Nonassignability.  Neither a Participant nor any other person
shall have any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate or convey in advance of
actual receipt the amounts, if any, payable hereunder, or any part thereof,
which are, and all rights to which are, expressly declared to be unassignable
and non-transferable.  No part of the amounts payable shall, prior to actual
payment, be subject to seizure or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed by a Participant or any other
person, nor be transferable by operation of law in the event of a Participant's
or any other person's bankruptcy or insolvency.

         10.3    Protective Provisions.  A Participant will cooperate with the
Company by furnishing any and all information requested by the Company in order
to facilitate the payment of benefits hereunder, by taking such physical
examinations as the Company may deem necessary, and by taking such other action
as may be requested by the Company.

         10.4    Governing Law.  The provisions of this Plan shall be construed
and interpreted according to the laws of the State of Colorado.

         10.5    Effective Date.  This Plan shall become effective as of May 1,
1987, as amended on November 14, 1995.

         10.6    Incompetent.  In the event that it shall be found upon
evidence satisfactory to the Committee that any Participant or Beneficiary to
whom a benefit is payable under this Plan is unable to care for Participant's
or a Beneficiary's affairs because of illness or accident, any payment due
(unless prior claim therefor shall have been made by a duly authorized guardian




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or other legal representative) may be paid, upon appropriate indemnification of
the Company, to the Spouse or other person deemed by the Committee to have
incurred expense for such Participant or a Beneficiary.  Any such payment shall
be a payment for the account of the Participant or a Beneficiary and shall be a
complete discharge of any liability of the Company therefor.


         AMENDED AND RESTATED pursuant to resolution of the Board of Directors
this 14 day of November, 1995.

                                        K N ENERGY, INC.



                                        By
                                           ------------------------------
                                                    President


                                        By
                                           ------------------------------
                                                    Secretary




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