> **Exhibit 10.2

KINDER MORGAN, INC.    AMENDED AND RESTATED 1999 STOCK OPTION PLAN(Effective January 17, 2001)
**Section I.Purpose of the Plan**
     This Plan is an amendment andrestatement of the K N Energy, Inc. 1999 Stock Option Plan. The **KINDER MORGAN, INC.AMENDED AND RESTATED 1999 STOCK OPTION PLAN** (the "Plan) is intended to provide ameans whereby certain employees of **KINDER MORGAN, INC.**, a Kansas corporation (the"Company"), and its subsidiaries may develop a sense of proprietorship andpersonal involvement in the development and financial success of the Company, and toencourage them to remain with and devote their best efforts to the business of theCompany, thereby advancing the interests of the Company and its shareholders. Accordingly,the Company may grant to certain employees ("Optionees") the option("Option") to purchase shares of the common stock of the Company, par value$5.00 per share ("Stock"), as hereinafter set forth. Options granted under thePlan shall be options that do not constitute incentive stock options within the meaning ofSection 422(b) of the Internal Revenue Code of 1986, as amended (the"Code").
**Section II.Administration**
     The Plan shall be administered bya committee (the "Committee") of, and appointed by, the Board of Directors ofthe Company (the "Board"), and the Committee shall be (a) comprised solely oftwo or more outside directors (within the meaning of Section 162(m) of the Code andapplicable interpretive authority thereunder), and (b) constituted so as to permit thePlan to comply with Rule 16b-3, as currently in effect or as hereinafter modified oramended ("Rule 16b-3"), promulgated under the Securities Exchange Act of1934, as amended (the "1934 Act"). The Committee shall have sole authority toselect the Optionees from among those individuals eligible hereunder and to establish thenumber of shares of Stock which may be issued under each Option. In selecting theOptionees from among individuals eligible hereunder and in establishing the number ofshares of Stock that may be issued under each Option, the Committee may take into accountthe nature of the services rendered by such individuals, their present and potentialcontributions to the Company's success and such other factors as the Committee in itsdiscretion shall deem relevant. The Committee is authorized to interpret the Plan and mayfrom time to time adopt such rules and regulations, consistent with the provisions of thePlan, as it may deem advisable to carry out the Plan. All decisions made by the Committeein selecting the Optionees, in establishing the number of shares of Stock which may beissued under each Option and in construing the provisions of the Plan shall be final,conclusive and binding on all persons, including the Company, its subsidiaries and otherentities in which the Company has an ownership interest, its shareholders, Optionees andtheir estates and beneficiaries.
**Section III.Option Agreements**
     (a)   EachOption shall be evidenced by a written agreement between the Company and the Optionee("Option Agreement") which shall contain such terms and conditions as may beapproved by the Committee, including, but not limited to, the number of shares of Stockthat may be purchased under the Option and the price per share of Stock purchasable underthe Option ("Option Price"). The terms and conditions of the respective OptionAgreements need not be identical. Specifically, an Option Agreement may provide for thesurrender of the right to purchase shares of Stock under the Option in return for apayment in cash or shares of Stock or a combination of cash and shares of Stock equal invalue to the excess of the fair market value of the shares of Stock with respect to whichthe right to purchase is surrendered over the Option Price therefor ("StockAppreciation Rights"), on such terms and conditions as the Committee in its solediscretion may prescribe. Moreover, an Option Agreement may provide for the payment of theOption Price, in whole or in part, by the delivery of a number of shares of Stock (pluscash if necessary) having a fair market value equal to such Option Price.

     (b)   Forall purposes under the Plan, the fair market value of a share of Stock on a particulardate shall be equal to the closing sales price of the Stock reported on the New York StockExchange Composite Tape on that date; or, if no prices are reported on that date, on thelast preceding date on which such prices of the Stock are so reported. In the event Stockis not publicly traded at the time a determination of its value is required to be madehereunder, the determination of its fair market value shall be made by the Committee insuch manner as it deems appropriate.

     (c)   EachOption and all rights granted thereunder shall not be transferable other than (i) by willor the laws of descent and distribution, (ii) between an Optionee and his or her formerspouse, but only if such transfer is incident to a divorce under Section 1041(a) of theCode, or (iii) with the consent of the Committee.
**Section IV.Eligibility of Optionee**
     The Plan is intended to constitutea "broadly-based plan" for purposes of the shareholder approval policy of theNew York Stock Exchange relating to stock option plans, and the Plan shall be administeredaccordingly.

     Options may be granted only toindividuals who are employees (including officers and directors who are also employees) ofthe Company or an entity in which the Company has an ownership interest, directly orindirectly, at the time the Option is granted or who will be future employees within 90days of any grant of Options, and, in any event, at least a majority of the full-timeemployees in the United States of the Company or any parent or subsidiary corporation (asdefined in Section 424 of the Code) (who are "exempt employees" under the FairLabor Standards Act of 1938) shall be eligible to receive grants of Options. Options maybe granted to the same individual on more than one occasion.

     At least a majority of the sharesof Stock underlying Options awarded under the Plan, during the three-year periodcommencing on the date the Plan is adopted by the Company, shall be made to eligibleemployees who are neither officers nor directors of the Company.
**Section V.Shares Subject to the Plan**
     Effective January 17, 2001, theaggregate number of shares of Stock which may be issued under Options granted under thePlan shall not exceed 10,500,000. Such shares may consist of authorized but unissuedshares of Stock or previously issued shares of Stock reacquired by the Company. Any ofsuch shares which remain unissued and which are not subject to outstanding Options at thetermination of the Plan shall cease to be subject to the Plan, but, until termination ofthe Plan, the Company shall at all times make available a sufficient number of shares tomeet the requirements of the Plan. Should any Option hereunder expire or terminate priorto its exercise in full, the shares theretofore subject to such Option may again besubject to an Option granted under the Plan to the extent permitted under Rule 16b-3.The aggregate number of shares of Stock which may be issued under the Plan shall besubject to adjustment in the same manner as provided in Paragraph VIII hereof withrespect to shares of Stock subject to Options then outstanding. Exercise of an Option inany manner, including an exercise involving a Stock Appreciation Right, shall result in adecrease in the number of shares of Stock which may thereafter be available, both forpurposes of the Plan and for sale to any one individual, by the number of shares as towhich the Option is exercised.

     Notwithstanding any provision inthe Plan to the contrary, no more than 1,000,000 shares of Stock may be subject to Optionsgranted under the Plan to any one individual during the term of the Plan. The limitationset forth in the preceding sentence shall be applied in a manner which will permitcompensation generated under the Plan 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 underSection 162(m) of the Code and applicable interpretive authority thereunder, any shares ofStock subject to Options that are canceled or repriced.
**Section VI.Option Price**
     The Option Price of Stock issuedunder each Option shall be determined by the Committee, but such Option Price shall not beless than the fair market value of Stock subject to the Option on the date the Option isgranted.
**Section VII.Term of Plan**
     This Plan was originally effectiveon October 8, 1999 (the "Effective Date") and was amended and restated,effective January 20, 2000. This Plan, as further amended and restated, shall be effectiveon January 17, 2001, which is the date on which the Board adopted this 

amended and restated Plan. Except with respect to Options thenoutstanding, if not sooner terminated under the provisions of Paragraph IX, the Planshall terminate upon and no further Options shall be granted after the expiration of tenyears from the Effective Date.
**Section VIII.Recapitalization or Reorganization**
     (a)   Theexistence of the Plan and the Options granted hereunder shall not affect in any way theright or power of the Board or the shareholders of the Company to make or authorize anyadjustment, recapitalization, reorganization or other change in the Company's capitalstructure or its business, any merger or consolidation of the Company, any issue of debtor 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 othercorporate act or proceeding.

     (b)   Theshares with respect to which Options may be granted are shares of Stock as presentlyconstituted, but if, and whenever, prior to the expiration of an Option theretoforegranted, the Company shall effect a subdivision or consolidation of shares of Stock or thepayment of a stock dividend on Stock without receipt of consideration by the Company, thenumber of shares of Stock with respect to which such Option may thereafter be exercised(i) in the event of an increase in the number of outstanding shares shall beproportionately increased, and the Option Price per share shall be proportionatelyreduced, and (ii) in the event of a reduction in the number of outstanding sharesshall be proportionately reduced, and the Option Price per share shall be proportionatelyincreased. Any fractional share resulting from such adjustment shall be rounded up to thenext whole share.

     (c)   Ifthe Company recapitalizes, reclassifies its capital stock, or otherwise changes itscapital structure (a "Recapitalization"), the number and class of shares ofStock covered by an Option theretofore granted shall be adjusted so that such Option shallthereafter cover the number and class of shares of stock and securities to which theOptionee would have been entitled pursuant to the terms of the Recapitalization if,immediately prior to the Recapitalization, the Optionee had been the holder of record ofthe number of shares of Stock then covered by such Option. 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 anemployee benefit plan of the Company or any corporation owned, directly or indirectly, bythe shareholders of the Company in substantially the same proportions as their ownershipof stock of the Company), is or becomes the "beneficial owner" (as defined inRule 13d-3 under the 1934 Act), directly or indirectly, of securities of the Companyrepresenting fifty percent (50%) or more of the combined voting power of the Company'sthen outstanding securities, (ii) during any period of two consecutive years (notincluding any period prior to the Effective Date of this Plan), individuals who at thebeginning of such period constitute the Board, and any new director (other than a directordesignated by a person who has entered into an agreement with the Company to effect atransaction described in (i), (iii) or (iv) of this Paragraph VIII(c)) whose electionby the Board or nomination for election by the Company's shareholders was approved by avote of at least two-thirds (2/3) of the directors then still in office who either weredirectors 

at the beginning of the period or whose election or nomination forelection was previously so approved, cease for any reason other than normal retirement,death or disability to constitute at least a majority thereof, (iii) the shareholdersof 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 securitiesof the Company outstanding immediately prior thereto continuing to represent (either byremaining 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 theCompany or such surviving entity outstanding immediately after such merger orconsolidation, 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 thecombined voting power of the Company's then outstanding securities, or (iv) theshareholders of the Company approve a plan of complete liquidation of the Company or anagreement for the sale or disposition by the Company of all or substantially all of theCompany's assets (or any transaction having a similar effect) (each such event describedin clauses (i), (ii), (iii) and (iv) is referred to herein as a "CorporateChange"), no later than (A) ten days after the approval by the shareholders ofthe Company of such merger or consolidation, plan of complete liquidation, or sale ordisposition of assets or (B) thirty days after a change of control of the typedescribed in clause (i) or (ii), the Committee, acting in its sole discretion without theconsent or approval of any Optionee, shall act to effect one or more of the followingalternatives, which may vary among individual Optionees and which may vary among Optionsheld by any individual Optionee: (I) accelerate the time at which Options thenoutstanding may be exercised so that such Options may be exercised in full for a limitedperiod of time on or before a specified date (before or after such Corporate Change) fixedby the Committee, after which specified date all unexercised Options and all rights ofOptionees thereunder shall terminate, (II) require the mandatory surrender to theCompany by selected Optionees of some or all of the outstanding Options held by suchOptionees (irrespective of whether such Options are then exercisable under the provisionsof the Plan) as of a date, before or after such Corporate Change, specified by theCommittee, in which event the Committee shall thereupon cancel such Options and theCompany shall pay to each Optionee an amount of cash per share equal to the excess, ifany, of the amount calculated in Subparagraph (d) below (the "Change of ControlValue") of the shares subject to such Option over the Option Price(s) under suchOptions for such shares, (III) make such adjustments to Options then outstanding asthe Committee deems appropriate to reflect such Corporate Change (provided, however, thatthe Committee may determine in its sole discretion that no adjustment is necessary toOptions then outstanding) or (IV) provide that the number and class of shares ofStock covered by an Option theretofore granted shall be adjusted so that such Option shallthereafter cover the number and class of shares of Stock or other securities or property(including, without limitation, cash) to which the Optionee would have been entitledpursuant to the terms of the agreement of merger, consolidation or sale of assets anddissolution if, immediately prior to such merger, consolidation or sale of assets anddissolution, the Optionee had been the holder of record of the number of shares of Stockthen covered by such Option. Notwithstanding anything herein to the contrary, if aCorporate Change occurs and, in connection with or as a result of such Corporate Change,neither William V. Morgan nor Richard D. Kinder holds or continues to hold the office ofChairman or Vice Chairman of the Company, all Options granted hereunder shall immediatelybecome fully exercisable.

     (d)   Forthe purposes of clause (II) in Subparagraph (c) above, the "Change of ControlValue" shall equal the amount determined in clause (i), (ii) or (iii), whichever isapplicable, as follows: (i) the per share price offered to shareholders of theCompany in any such merger, consolidation, reorganization, sale of assets or dissolutiontransaction, (ii) the price per share offered to shareholders of the Company in anytender offer or exchange offer whereby a Corporate Change takes place, or (iii) ifsuch Corporate Change occurs other than pursuant to a tender or exchange offer, the fairmarket value per share of the shares into which such Options being surrendered areexercisable, as determined by the Committee as of the date determined by the Committee tobe the date of cancellation and surrender of such Options. In the event that theconsideration offered to shareholders of the Company in any transaction described in thisSubparagraph (d) or Subparagraph (c) above consists of anything other than cash, theCommittee shall determine the fair cash equivalent of the portion of the consolidationoffered which is other than cash.

     (e)   Exceptas hereinbefore expressly provided, the issuance by the Company of shares of stock of anyclass 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 subscribetherefor, or upon conversion of shares or obligations of the Company convertible into suchshares or other securities, and in any case whether or not for fair value, shall notaffect, and no adjustment by reason thereof shall be made with respect to, the number ofshares of Stock subject to Options theretofore granted or the Option Price per share.
**Section IX.Amendment or Termination**
     The Board in its discretion mayterminate the Plan at any time with respect to any shares for which Options have nottheretofore been granted. The Board shall have the right to alter or amend the Plan or anypart thereof from time to time; provided, that (a) no change in any Option theretoforegranted may be made which would impair the rights of the Optionee without the consent ofsuch Optionee; (b) the Board may not make any alteration or amendment which would decreaseany 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'sshareholders if such approval is required to comply with Rule 16b-3, any rulepromulgated by the New York Stock Exchange, or Section 162(m) of the Code or any successorprovisions.
**Section X.Securities Laws**
     (a)   TheCompany shall not be obligated to issue any Stock pursuant to any Option granted under thePlan at any time when the offering of the shares covered by such Option have not beenregistered under the Securities Act of 1933 and such other state and federal laws, rulesor regulations as the Company or the Committee deems applicable and, in the opinion oflegal counsel for the Company, there is no exemption from the registration requirements ofsuch laws, rules or regulations available for the offering and sale of such shares.

     (b)   It is intended that the Plan and any grant of an Option made to a person subject toSection 16 of the 1934 Act meet all of the requirements of Rule 16b-3. If anyprovision of the Plan or any such Option would disqualify the Plan or such Option under,or would otherwise not comply with, Rule 16b-3, such provision or Option shall beconstrued or deemed amended to conform to Rule 16b-3.
**Section XI.Miscellaneous**
     (a)   Neitherthe adoption of the Plan by the Company nor any action of the Board or the Committee shallbe deemed to give an employee any right to be granted an Option or any other rightshereunder except as may be evidenced by an Option Agreement duly executed on behalf of theCompany, and then only to the extent and on the terms and conditions expressly set forththerein. The Plan shall be unfunded.

     (b)   Nothing contained in the Plan shall (i) confer upon any employee any right withrespect to continuation of employment with the Company or any subsidiary or(ii) interfere in any way with the right of the Company or any subsidiary toterminate his or her employment at any time.

     (c)   Nothingcontained in the Plan shall be construed to prevent the Company or any subsidiary fromtaking any corporate action which is deemed by the Company or such subsidiary to beappropriate or in its best interest, whether or not such action would have an adverseeffect on the Plan or any Option made under the Plan. No employee, beneficiary or otherperson shall have any claim against the Company or any subsidiary as a result of any suchaction.

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

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

     IN WITNESS WHEREOF, and asconclusive evidence of the adoption of the foregoing by the Board of Directors, KinderMorgan, Inc. has caused these presents to be duly executed in its name and behalf by itsproper officers thereunto duly authorized as of this 17th day of January, 2001.

KINDER MORGAN, INC.
  
  
  
By:
/s/    James E. Street
Name:
James E. Street
Title:Senior Vice President - Human    Resources and Administration**