KINDER MORGAN, INC.

RESTRICTED STOCK AGREEMENT

Agreement made effective the ___ day of ________, ____, between Kinder Morgan, Inc., aKansas Corporation (the "Company"), and **Employee Name**("Employee").

1.    Award.
(a)  **Shares.**Pursuant to the Restated Kinder Morgan,    Inc. 1994 Amended Long Term Incentive Plan (the "Plan"), **# of shares**    shares (the "Restricted Shares") of the Company’s common stock, par value    $5.00 per share ("Stock"), shall be issued as hereinafter provided in    Employee’s name subject to certain restrictions thereon.

(b)**  Issuance of Restricted Shares.**The Restricted Shares shall    be issued upon acceptance hereof by Employee and upon satisfaction of the conditions of    this Agreement.

(c)  **Plan Incorporated.**Employee acknowledges receipt of a copy    of the Plan and agrees that this award of Restricted Shares shall be subject to all of the    terms and conditions set forth in the Plan, including future amendments thereto, if any,    pursuant to the terms thereof, which Plan is incorporated herein by reference as a part of    this Agreement.
**2.    Restricted Shares. Employee hereby accepts theRestricted Shares when issued and agrees        with respect thereto as follows:
(a)**Forfeiture Restrictions.**The Restricted Shares may not be sold, assigned, pledged, exchanged, hypothecated or    otherwise transferred, encumbered or disposed of to the extent then subject to the    Forfeiture Restrictions (as hereinafter defined). In the event of, and only in the event    of, termination of Employee’s employment with the Company as a result of termination    for cause prior to the lapse of the Forfeiture Restrictions as provided in (b) below,    Employee shall, for no consideration, forfeit to the Company all Restricted Shares to the    extent then subject to the Forfeiture Restrictions. The prohibition against transfer an    the obligation to forfeit and surrender Restricted Shares to the Company upon termination    of employment are herein referred to as "Forfeiture Restrictions." The    Forfeiture Restrictions shall be binding upon and enforceable against any transferee of    Restricted Shares.**     "*Termination    for Cause"****is defined as a conviction of a felony specifically related    to damages against the "Company" or an employee of the "Company."*
(b)**Lapse of Forfeiture    Restrictions**. The Restricted Shares shall be divided into equal twenty-five    percent increments to correspond with the years ____, ____, ____, and ____ (the    "Incremental Years"). The Forfeiture Restrictions shall lapse as to a portion of    the Restricted Shares in each twenty-five percent Increment on __________ of each    Incremental Year. Restricted Shares with respect to which the Forfeiture Restrictions have    lapsed shall cease to be subject to any restrictions, and the Company shall provide    Employees a certificate (without the legend referenced in Section 2 (c) below) representing    shares as to which the Forfeiture Restrictions have lapsed.Not withstanding the foregoing, the Forfeiture    Restrictions shall lapse as to all of the Restricted Shares on the earlier of (i) the    occurrence of a Change of Control (as such term is defined in the Plan), (ii) the date    Employee’s employment with the Company is terminated by reason of death or (iii) each    __________ whether employed or not, provided termination was for other than termination    for cause.
(c)**Certificates.** One or    more certificates evidencing the Restricted Shares shall be issued by the Company in    Employee’s name, or at the option of the Company, in the name of a nominee of the    Company, pursuant to which Employee shall have voting rights and shall be entitled to    receive all dividends unless and until the Restricted Shares are forfeited pursuant to the    provisions of this Agreement. Each certificate shall bear the following legend.The shares evidenced by this certificate have    been issued pursuant to an agreement effective _______________ a copy of which may be    obtained by contacting the Company’s Secretary, between the Company and the    registered holder of the shares and are subject to forfeiture to the Company under certain    circumstances described in such agreement. The sale, assignment, pledge or other transfer    of the shares of stock evidenced by this certificate is prohibited under the terms and    conditions of such agreement, and such shares may not be sold, assigned, pledged or    otherwise transferred except as provided in such agreement.The Company may cause the    certificate or certificates to be delivered upon issuance to the Secretary of the Company    or to such other depository as may be designated by the Committee as a depository for    safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to    the terms of the Plan and this award. Upon request of the Committee, Employee shall    deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares    then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions    without forfeiture, the Company shall cause a new certificate or certificates to be issued    without legend in the name of Employee in exchange for the certificate evidencing the    Restricted Shares. Notwithstanding any other provisions of this Agreement, the issuance or    delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be    postponed for such period as may be required to comply with applicable requirements of any    national securities exchange or any requirements of any regulation applicable to the    issuance or delivery of such shares. The Company shall not be obligated to issue or    deliver any shares of Stock if the issuance or delivery thereof shall constitute a    violation of any provision of any law or of any regulation of any governmental authority    or any national securities exchange.
 

3.  **Withholding of Tax.** To the extent that the receipt of theRestricted Shares or the lapse of any Forfeiture Restrictions results in income toEmployee for federal, state, or local income tax purposes, Employee shall pay to theCompany or make arrangements satisfactory to the Committee regarding payment of anyfederal, state, or local taxes of any kind required by law to be withheld with respect tosuch income. The Committee may permit payment of such taxes to be made through the tenderof cash or stock, the withholding of Stock out of shares otherwise distributable or anyother arrangement satisfactory to the Committee. The Company shall, to the extentpermitted by law, have the right to deduct any such taxes from any payment of any kindotherwise due to the Employee.

4.  **Status of Stock.** Employee agrees that the Restricted Shareswill not be sold or otherwise disposed of in any manner which would constitute a violationof any applicable federal or state securities laws. Employee also agrees (i) that thelegend or legends as the Committee deems appropriate in order to assure compliance withapplicable securities laws, (ii) that the Company may refuse to register the transfer ofthe Restricted Shares on the stock transfer records of the Company if such proposedtransfer would in the opinion of counsel satisfactory to the Company constitute aviolation of any applicable securities law and (iii) that the Company may give relatedinstructions to its transfer agent, if any, to stop registration of the transfer of theRestricted Shares.

5.  **Employment Relationship**. For purposes of this Agreement,Employee shall be considered to be in the employment of the company as long as Employeeremains an employee of either the Company, any successor corporation or a parent orsubsidiary corporation (as defined in section 424 of the Code) of the Company or anysuccessor corporation. Any question as to whether and when there has been a termination ofsuch employment, and the cause of such termination, shall be determined by the Committee,and its determination shall be final.

6.  **Committee’s Powers.** No provision contained in thisAgreement shall in any way terminate, modify or alter, or be construed or interpreted asterminating, modifying or altering any of the powers, rights or authority vested in theCommittee pursuant to the terms of the Plan, including, without limitation, theCommittee’s rights to make certain determinations and elections with respect to theRestricted Shares.

7.  **Binding Effect.** This Agreement shall be binding upon andinure to the benefit of any successors to the Company and all persons lawfully claimingunder Employee.

8.  **Governing Law.** This Agreement shall be governed by, andconstrued in accordance with, the laws of the State of Texas.

 

 

          **IN WITNESS WHEREOF**,    the Company has caused this Agreement to be duly executed by an officer thereunto duly    authorized, and Employee has executed this Agreement, all effective as of the date of    first above written.

 

 

 
           ____________________________                        James    E. StreetSenior VP, Human Resources and Administration           ____________________________                    Print    Employee Name           ____________________________                     Employee    Signature           ____________________________           Employee    Social Security Number**