**Exhibit 4.6****Modification of

Credit Agreement Commitment

Effective as of December 13, 2002amongKinder Morgan, Inc.,Wachovia Bank, National AssociationandJPMorgan Chase Bankas Administrative Agent

MODIFICATION OF CREDIT AGREEMENT COMMITMENT

     THIS MODIFICATION OFCREDIT AGREEMENT COMMITMENT (this "Modification") is made and enteredinto effective as of the 13th day of December, 2002 (the "ModificationEffective Date", among KINDER MORGAN, INC., a Kansas corporation (the "Company"),WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as a Lender (as defined below)("Wachovia"), and JPMORGAN CHASE BANK, as administrative agent (the"Administrative Agent") for each of the lenders (the "Lenders")that is a signatory or which becomes a signatory to the hereinafter defined CreditAgreement.

R E C I T A L S:

     A.     OnOctober 15, 2002, the Company, the Lenders, Wachovia Bank, National Association, assyndication agent, Citibank, N.A. and Commerzbank AG, New York and Grand Cayman Branches,as documentation agents, and the Administrative Agent entered into a 364-Day CreditAgreement (the "Credit Agreement") whereby, upon the terms and conditionstherein stated, the Lenders agreed to make certain Loans (as defined in the CreditAgreement) to the Company and extend certain other credit to the Company.

     B.     Pursuantto Section 2.01 of the Credit Agreement, the Company has the right, with the consent ofthe Administrative Agent, to increase the total Commitments of the Lenders by adding tothe Credit Agreement one or more additional Lenders or by allowing one or more Lenders toincrease its Commitment; *provided* (1) no Default or Event of Default shall thenexist, (2) no such increase shall cause (a) the aggregate Commitments under the CreditAgreement to exceed $500,000,000 or (b) the sum of the aggregate Commitments under theCredit Agreement plus the aggregate commitments under the Three-Year Facility to exceed$900,000,000, and (3) no Lender’s Commitment shall be increased without suchLender’s consent.

     C.     Wachoviahas agreed with the Company to increase its Commitment from $50,000,000 to $58,722,222 andthe Administrative Agent has consented to such increase.

     NOW, THEREFORE, in considerationof the mutual covenants and agreements herein contained, the Company, Wachovia and theAdministrative Agent hereby agree as follows:

     1.     CertainDefinitions.

          1.1     Terms Defined Above.  Asused in this Modification, the terms "*Administrative Agent*", "*Company*","*Credit Agreement*", "*Lender*", "*Modification*","*Modification Effective Date*",**and**"*Wachovia*"shall have the meanings indicated above.

          1.2     Terms Defined in Agreement.  Unlessotherwise defined herein, all capitalized terms which are defined in the Credit Agreementshall have the same meanings herein as therein unless the context hereof otherwiserequires.

     2.     Modificationof Wachovia’s Commitment.  On the Modification Effective Date,Wachovia’s Commitment shall be $58,722,222.

     3.     ConditionsPrecedent.  The increase of Wachovia’s Commitment shall be conditionedupon the receipt by the Administrative Agent of (a) a counterpart of this Modification,duly completed and executed by the Company and Wachovia and (b) fees agreed to be paid bythe Company to Wachovia.

     4.     Representationsand Warranties.  The Company represents and warrants that:

          (a)     there exists no Default or Eventof Default; and

          (b)     after giving effect to thisModification, (i) the aggregate Commitments of the Lenders is $430,000,000, and (ii) thesum of the aggregate Commitments hereunder plus the aggregate commitments under theThree-Year Facility does not exceed $900,000,000.

     5.     Extentof Modification: Ratification.  Except as expressly modified herein, all ofthe terms, conditions, defined terms, covenants, representations, warranties and all otherprovisions of the Credit Agreement and the other documents furnished in connectiontherewith are herein ratified and confirmed and shall remain in full force and effect.

     6.     Counterparts.  ThisModification may be executed in two or more counterparts, and it shall not be necessarythat the signatures of all parties hereto be contained on any one counterpart hereof; eachcounterpart shall be deemed an original, but all of which together shall constitute oneand same instrument.

     7.     References.  Onand after the Modification Effective Date, the term "*Commitment*" whenused in the Credit Agreement with respect to Wachovia shall refer to the Commitment ofWachovia, as modified hereby.

     **THIS MODIFICATION, THE CREDITAGREEMENT, AS MODIFIED HEREBY, THE NOTES AND ANY SEPARATE LETTER AGREEMENTS WITH RESPECTTO FEES PAYABLE TO THE ADMINISTRATIVE AGENT REPRESENT THE FINAL AGREEMENT BETWEEN THEPARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENTORAL AGREEMENTS OF THE PARTIES.**
     **THERE ARE NO UNWRITTEN ORALAGREEMENTS BETWEEN THE PARTIES.**
     This Modification shall benefitand bind the parties hereto, as well as their respective assigns, successors, and legalrepresentatives.

  
  
EXECUTED as of the    Modification Effective Date.
  
  
KINDER MORGAN, INC.
  
  
  
By:
/s/    JOSEPH LISTENGART
  
Name:
Joseph    Listengart
  
Title:
Vice    President
  
  JPMORGAN CHASE BANK
  
as Administrative Agent
  
  
  
By:
/s/    MICHAEL J. DEFORGE
  
Name:
Michael    J. Deforge
  
Title:
Vice    President
  
  WACHOVIA BANK, NATIONAL
  
ASSOCIATION, as a Lender
  
  
  
By:
/s/    RUSSELL T. CLINGMAN
  
Name:
Russell    T. Clingman
  
Title:
Director
  **