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                               AMENDMENT NO. 1 TO
                                RIGHTS AGREEMENT

         This Amendment No. 1 (the "Amendment") to the Rights Agreement (the
"Rights Agreement") dated as of August 21, 1995 between K N Energy, Inc., a
Kansas corporation (the "Company"), and The Bank of New York (the "Rights
Agent"), is dated as of September 8, 1998.

                                    RECITALS

         The Company desires to amend the Rights Agreement to change the
qualification requirements for successor rights agents.

         NOW THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:

         1. Section 22. Change of Rights Agent, of the Rights Agreement is
hereby amended to read as follows:

       "Section 22. Change of Rights Agent. The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this Agreement
upon 30 days' notice in writing to the Company. The Company may remove the
Rights Agent or any successor Rights Agent upon 30 days' notice in writing,
mailed to the Rights Agent or successor Rights Agent, as the case may be, and
to each transfer agent for the Common Shares of the Company and the Preferred
Shares by registered or certified mail, and to the holders of the Right
Certificates by first-class mail. If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company shall
appoint a successor to the Rights Agent. If the Company shall fail to make such
appointment within a period of 30 days after giving notice of such removal or
after it has been notified in writing of such resignation or incapacity by the
resigning or incapacitated Rights Agent or by the registered holder of a Right
Certificate (or, prior to the Distribution Date, of Common Shares), then the
Rights Agent or any registered holder of a Right Certificate (or, prior to the
Distribution date, of Common Shares) may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent. Any successor Rights
Agent, whether appointed by the Company or by such a court, shall be (a) a
corporation organized and doing business under the laws of the United States or
of any state of the United States, which is authorized under such laws to
exercise corporate trust or shareholder services powers and is subject to
supervision or examination by federal or state authority and which has at the
time of its appointment as Rights Agent a combined capital and surplus of at
least $50 million, or (b) an affiliate of a corporation described in clause (a)
of this sentence. After appointment, the successor Rights Agent shall be vested
with the same powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver
any further assurance, conveyance, act or deed necessary for the purpose. Not
later than the effective date of any such 





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appointment, the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent for the Common Shares and the
Preferred Shares, and mail a notice thereof in writing to the registered
holders of the Right Certificates. Failure to give any notice provided for in
this Section 22, however, or any defect therein, shall not affect the legality
or validity of the resignation or removal of the Rights Agent or the
appointment of the successor Rights Agent, as the case may be.

         2. All of the remaining terms and conditions of the Rights Agreement
remain in full force and effect.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
  1 to the Rights Agreement to be duly executed, as of September 8, 1998.


                                        K N ENERGY, INC.

                                        By: /s/ Martha B. Wyrsch  
                                           -----------------------------------
                                             Martha B. Wyrsch,
                                             Vice President, General 
                                             Counsel and Secretary


                                        THE BANK OF NEW YORK,
                                        As Rights Agent

                                        By: /s/ Frank A. Lado     
                                           ------------------------------------
                                        Its: Assistant Vice President