Kinder Morgan Management, LLC - Exhibit 4.3 Registration Rights Agreement



Exhibit 4.3


REGISTRATION RIGHTS AGREEMENT



     This REGISTRATION RIGHTS AGREEMENT
(this "Agreement"), dated as of May 18, 2001, is by and between Kinder Morgan
Management, LLC, a Delaware limited liability company (the "Issuer"), Kinder
Morgan Energy Partners, L.P., a Delaware limited partnership (the
"Partnership"), and Kinder Morgan, Inc., a Kansas corporation (the
"Holder").


W I T N E S S E T H:



     WHEREAS, the Holder purchased
1,487,500 shares representing limited liability company interests of the Issuer and
identified in the LLC Agreement (as hereinafter defined) as listed shares ("Listed
Shares") in an offering by the Issuer pursuant to a registration statement on
Form S-1 (Registration No. 333-55868) under the Securities Act of 1933, as
amended (the "Securities Act"), filed with the Securities and Exchange
Commission (the "Commission"); and



     WHEREAS, the Exchange Provisions
(the "Exchange Provisions") attached as Annex A to, and made a part of, the
Issuer's Amended and Restated Limited Liability Company Agreement, dated as of
May 14, 2001 (including the Exchange Provisions and the Purchase Provisions (as
hereinafter defined), the "LLC Agreement"), provide that holders of Listed
Shares may exchange Listed Shares with the Holder for common units ("Common
Units") of the Partnership, subject to the right of the Holder to settle the exchange
in cash rather than in Common Units (such provisions of the LLC Agreement being
collectively referred to as the "Exchange Feature"); and



     WHEREAS, the Holder has the right
and, in certain cases, the obligation to purchase all outstanding Listed Shares pursuant
to the Purchase Provisions (the "Purchase Provisions") attached as Annex B
to, and made a part of, the LLC Agreement; and



     WHEREAS, the Issuer may effect in
the future one or more public offerings of Listed Shares (the "Offerings"); and



     WHEREAS, the parties believe it
appropriate for the resale by the Holder of any Listed Shares it holds to be registered
under the Securities Act, and the Issuer is agreeable to preparing, filing and maintaining
the effectiveness of registration statements therefor as provided herein; and



     WHEREAS, such resale by the Holder
may be deemed to involve the offer and sale of Common Units, and the Partnership is
agreeable to preparing, filing and maintaining the effectiveness of registration
statements therefor as provided herein.



     NOW THEREFORE, in consideration of
the premises and mutual covenants hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:





Section 1

Definitions



     1.1   Specific
Definitions.  Unless the context clearly requires otherwise, the following
terms shall have the meanings set forth below:



          "Agreement"
has the meaning set forth in the preamble of this Agreement.



          "Commission"
has the meaning set forth in the recitals of this Agreement.



          "Common
Units" has the meaning set forth in the recitals of this Agreement.



          "Confidential
Information" means information that the Issuer or the Partnership, as the case may
be, determines, in good faith, is confidential, other than information which (i) is
or becomes generally available to the public other than as a result of a disclosure by the
Holder or an Inspector to which it was provided, (ii) was within the possession of
the Holder or an Inspector prior to its being furnished to the Holder or an Inspector by
or on behalf of the Issuer pursuant hereto, provided that the source of such information
was not known by the Holder or such Inspector to be bound by a confidentiality agreement
with or other contractual, legal or fiduciary obligation of confidentiality to the Issuer
or any other party with respect to such information or (iii) becomes available to the
Holder or an Inspector on a non-confidential basis from a source other than the Issuer,
provided that such source is not bound by a confidentiality agreement with or other
contractual, legal or fiduciary obligation of confidentiality to the Issuer or any other
party with respect to such information.



          "Entity"
means a corporation, limited liability company, venture, partnership, trust,
unincorporated organization, association or other entity.



          "Exchange
Act" means the Securities Exchange Act of 1934, as amended.



          "Exchange
Feature" has the meaning set forth in the recitals of this Agreement.



          "Exchange
Provisions" has the meaning set forth in the recitals of this Agreement.



          "Holder"
has the meaning set forth in the preamble of this Agreement.



          "Inspectors"
has the meaning set forth in Section 2.2(i).



          "Issuer"
has the meaning set forth in the preamble of this Agreement.



          "Listed
Shares" has the meaning set forth in the recitals of this Agreement.



          "LLC
Agreement" has the meaning set forth in the recitals of this Agreement.



          "Offerings"
has the meaning set forth in the recitals of this Agreement.


-2-






          "Partnership"
has the meaning set forth in the preamble of this Agreement.



          "Person"
means a natural person or an Entity.



          "Records"
has the meaning set forth in Section 2.2(i).



          "Registration
Expenses" has the meaning set forth in Section 3.1.



          "Registration
Request" has the meaning set forth in Section 2.1.



          "Resale
Registration Statement" has the meaning set forth in Section 2.2(a)(ii).



          "Section"
means a section of this Agreement.



          "Securities
Act" has the meaning set forth in the recitals of this Agreement.



     1.2   Rules
of Construction. Unless the context otherwise clearly requires:



          (a)   terms defined include the plural as well as
the singular and vice versa;



          (b)   references to any document, agreement,
instrument or provision thereof mean such document, agreement, instrument or provision
thereof as the same may be duly amended, supplemented or restated from time to time;



          (c)   "including" means including without
limitation;



          (d)   "or" is not exclusive; and



          (e)   the words "herein,"
"hereof," "hereunder" and other words of similar import refer to this
Agreement as a whole and not to any particular Section or other subdivision.


Section 2

Registration Rights



     2.1   Request
for Resale Registration.  At any time the Holder may submit to the Issuer
one or more written requests (each, a "Registration Request") that the Issuer
file a registration statement under the Securities Act registering the resale of the
number of Listed Shares specified in such Registration Request, whereupon the Issuer shall
proceed in accordance with Section 2.2.



     2.2   Provisions
Relating to Registration Statements.  The Issuer agrees that after a
Registration Request is submitted it will:


-3-





          (a)   prepare and file with the Commission as soon
as practicable, but in no event later than 45 days after the Registration Request is
submitted, except as provided in Section 2.4:



               (i)   if the Issuer is not eligible to file a
registration statement on Form S-3 under the Securities Act, a registration statement
on Form S-1 under the Securities Act registering the resale of the number of Listed
Shares specified in such Registration Request; provided, however, that the parties agree
that the Issuer shall not be obligated under this Agreement to file more than two
registration statements on Form S-1 under the Securities Act; and



               (ii)   if the Issuer is eligible to file a
registration statement on Form S-3 under the Securities Act, a registration statement
on Form S-3 under the Securities Act registering the resale of the number of Listed
Shares specified in such Registration Request (each registration statement described in
subsection (i), above, and this subsection (ii) being referred to hereinafter as
a "Resale Registration Statement");



          (b)   use its reasonable efforts to cause any Resale
Registration Statement to become effective, including to file any amendment or supplement
to the Resale Registration Statement or any prospectus or other offering document used in
connection therewith to the extent necessary in order to cause such Resale Registration
Statement to become effective;



          (c)   for so long as any Listed Shares owned by the
Holder and covered by a Resale Registration Statement remain unsold, amend or supplement
such Resale Registration Statement or prospectus or other offering document used in
connection therewith to the extent necessary in order to keep effective and maintain any
registration, qualification or approval obtained in connection with the resale of any
Listed Shares;



          (d)   furnish to the Holder such number of copies as
the Holder may reasonably request of each Resale Registration Statement, each amendment
and supplement thereto (in each case including all exhibits thereto and documents
incorporated by reference therein) and the prospectus included in or used in connection
with each Resale Registration Statement (including each preliminary prospectus, final
prospectus and prospectus supplement);



          (e)   promptly notify the Holder of any stop order
issued or, to the knowledge of the Issuer, threatened to be issued by the Commission with
respect to such Resale Registration Statement and promptly take all reasonable actions to
prevent the entry of such stop order or to obtain its withdrawal if entered;



          (f)   use its reasonable efforts to qualify the
Listed Shares for resale under the securities, "blue sky" or similar laws of
such jurisdictions (including any foreign country or any political subdivision thereof) as
the Holder shall reasonably request and use its reasonable efforts to obtain all
appropriate registrations, permits and consents required in connection therewith, except
that the Issuer shall not for any such purpose be required to qualify generally to do
business as a foreign corporation in any jurisdiction wherein it is not so qualified, or
subject itself to taxation or file a general consent to service of process in any such
jurisdiction;


-4-






          (g)   promptly inform the Holder (i) of the
date on which such Resale Registration Statement or any post-effective amendment thereto
becomes effective and, if applicable, of the date of filing a Rule 430A prospectus
(and, in the case of any offering abroad of Listed Shares, of the date when any required
filing under the securities and other laws of such foreign jurisdictions shall have been
made and when the offering may be commenced in accordance with such laws) and (ii) of
any request by the Commission, any securities exchange, government agency, self-regulatory
body or other body having jurisdiction for any amendment of or supplement to such Resale
Registration Statement or preliminary prospectus or prospectus included therein or used in
connection therewith or any other offering document relating to such offering;



          (h)   as promptly as practicable notify the Holder
of the occurrence of an event requiring the preparation of a supplement or amendment to
the prospectus related to such Resale Registration Statement so that such prospectus will
not contain an untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, and, notwithstanding Section
2.4, as promptly as practicable make available to the Holder any such supplement or
amendment;



          (i)   with reasonable promptness make available for
inspection by the Holder, and any attorney, accountant or other agent retained by the
Holder, and any underwriter or prospective underwriter of the Holder and any attorney or
agent of any such underwriter (collectively, the "Inspectors"), all financial
and other records, pertinent corporate documents and properties of the Issuer
(collectively, the "Records") as shall be reasonably necessary to enable them to
exercise their due diligence responsibility, and cause the Issuer's officers and employees
to supply all information reasonably requested for such purpose by any such Inspector in
connection with any Resale Registration Statement; provided, however, that the selection
of any Inspector other than an officer or employee of, or attorney or accountant for, the
Holder or any such underwriter shall be subject to the consent of the Issuer, which shall
not be unreasonably withheld. Each Inspector that actually reviews Records supplied by the
Issuer that include Confidential Information may be required by the Issuer, prior to any
such review, to execute an agreement with the Issuer in customary form reasonably
satisfactory to the Issuer providing that such Inspector shall not publicly disclose any
Confidential Information unless such disclosure is required by applicable law or legal
process. The Holder agrees that Confidential Information obtained by it as a result of
such inspections shall not be used by it as the basis for any transactions in securities
of the Issuer unless and until such information is made generally available to the public.
The Holder further agrees that it will, upon learning that disclosure of Confidential
Information supplied to the Holder or an Inspector is sought in a court of competent
jurisdiction from the Holder or an Inspector, give notice to the Issuer and allow the
Issuer, at its expense, to undertake appropriate action to prevent disclosure of the
Confidential Information. The Holder also agrees that the due diligence investigation made
by the Inspectors shall be conducted in a manner that shall not unreasonably disrupt the
operations of the Issuer or the work performed by the Issuer's officers and employees; and


-5-






          (j)   if the plan of distribution proposed by the
Holder involves an underwritten offering, enter into an underwriting agreement in
customary form with the underwriter or underwriters selected for such offering by the
Holder.



     2.3   Documents
to be Furnished to the Holder.  The Issuer shall furnish (a) at least
two business days prior to filing with the Commission, any Resale Registration Statement,
any amendment or supplement to any Resale Registration Statement, any prospectus used in
connection therewith and any amendment or supplement to any such prospectus, which
documents will be subject to the reasonable review of the Holder, and Issuer shall not
file any such documents with the Commission to which the Holder shall reasonably object
until the Holder and the Issuer have in good faith resolved any of the Holder's
objections; and (b) a copy of any and all transmittal letters or other correspondence
with the Commission or any other governmental agency or self-regulatory body or other body
having jurisdiction (including any domestic or foreign securities exchange) relating to
the resale of the Listed Shares.



     2.4   Certain
Notices by Issuer.



          (a)   Upon notice to the Holder, the Issuer may
delay the filing of a Resale Registration Statement otherwise required pursuant to
Section 2.2 or require the Holder to suspend the use of the prospectus or any
prospectus supplement related to a Resale Registration Statement, in each case for a
reasonable period of time, not to exceed 90 consecutive days or 120 days in any
12-month period, if (i) the Issuer would be required to disclose information
regarding the Issuer it was not otherwise then required by law to disclose publicly where
such disclosure would reasonably be expected to adversely affect any material business
transaction or negotiation in which the Issuer is then engaged or (ii) the Issuer is
in registration with respect to an underwritten public offering of its securities and the
managing underwriter for such public offering determines in good faith that the filing of
a Resale Registration Statement would be materially adverse to such public offering. Any
periods under this Section 2.4(a) shall be aggregated with periods under
Section 2.4(b) in determining whether the periods of 90 consecutive days or
120 days in any 12-month period have been exceeded.



          (b)   The Holder agrees that, upon receipt of any
notice from the Issuer of the happening of any event of the kind described in
Section 2.2(h) hereof, the Holder will forthwith discontinue disposition of Listed
Shares pursuant to any Resale Registration Statement until the Holder's receipt of the
copies of the supplemented or amended prospectus contemplated by Section 2.2(h), and,
if so directed by the Issuer, the Holder will deliver to the Issuer (at the Issuer's
expense) all copies, other than permanent file copies, then in the Holder's possession, of
the prospectus covering such Listed Shares current at the time of receipt of such notice.
The Holder also agrees to notify the Issuer if any event relating to the Holder occurs
that would require the preparation of a supplement or amendment to the prospectus so that
such prospectus will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.



     2.5   Registration
by the Partnership.  With respect to any Resale Registration Statement, the
resale of Listed Shares by the Holder may be deemed to involve the offer and sale 


-6-





of Common Units, and the Partnership is agreeable to registering such
offer and sale as provided herein. Therefore the Partnership agrees that with respect to
any Registration Request delivered to both the Issuer and the Partnership, the Partnership
will, mutatis mutandis, be bound by, and take the actions provided in,
Section 2 as though it were the Issuer. Any registration statement to be prepared or
filed by the Partnership pursuant to this Section 2.3 shall also be a "Resale
Registration Statement" for purposes of this Agreement.



     2.6   Joint
Registration Statement.  In connection with any Resale Registration
Statement, the Issuer and the Partnership understand that the resale of Listed Shares by
the Holder may require registration by the Holder of the Exchange Feature and of the
purchase obligations provided in the Purchase Provisions. The parties agree that any
Resale Registration Statement may be a joint registration statement of the Issuer, the
Partnership and the Holder with respect to their respective securities.


Section 3

Expenses



     3.1   Registration
Expenses.  The Partnership agrees to bear and to pay or cause to be paid
promptly upon request being made therefor all third party expenses incident to the
Partnership's and the Issuer's performance of or compliance with this Agreement, including
(a) all Commission and any NASD registration and filing fees and expenses;
(b) all fees and expenses in connection with the qualification of the securities
being registered for offering and sale under the state or foreign securities and blue sky
laws referred to in Section 2.2(f), including reasonable fees and disbursements of
counsel, in connection with such qualifications; (c) all expenses relating to the
preparation, printing, distribution and reproduction of any Resale Registration Statement
required to be filed hereunder, each prospectus included therein or prepared for
distribution pursuant hereto, each amendment or supplement to the foregoing, the
certificates representing Listed Shares and all other documents relating hereto;
(d) fees, disbursements and expenses of counsel and independent certified public
accountants of the Partnership or the Issuer (including the expenses of any opinions or
"cold comfort" letters required by or incident to such performance and
compliance); (e) fees and expenses of listing the securities being registered on all
exchanges where such securities are listed; and (f) reasonable fees, disbursements
and expenses of one counsel for the Holder retained in connection with any Resale
Registration Statement and fees, expenses and disbursements of any other Persons,
including special experts, retained by the Issuer in connection with such registration
(collectively, the "Registration Expenses"). The Partnership and the Issuer
shall each bear their own internal expenses, including all salaries and expenses of their
officers and employees performing legal or accounting duties, subject to any other
reimbursement arrangements between them. To the extent that any Registration Expenses are
incurred, assumed or paid by the Holder, the Partnership shall reimburse the Holder for
the full amount of the Registration Expenses so incurred, assumed or paid promptly after
receipt of a documented request therefor. Notwithstanding the foregoing, the Holder shall
pay all the fees and disbursements of any counsel or other advisors or experts retained by
the Holder, other than the counsel and experts specifically referred to above, and any
underwriting fees, discounts or commissions.


-7-





Section 4

Representations and Warranties



     4.1   Representations
and Warranties.  The Issuer and the Partnership each represents and warrants
to, and agrees with, the Holder that:



          (a)   Each Resale Registration Statement and any
further amendment or supplement to any Resale Registration Statement, when it becomes
effective or is filed with the Commission, as the case may be, will conform in all
material respects to the applicable requirements of the Securities Act and will not
contain an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading; and at
all times at and subsequent to the time when such Resale Registration Statement has been
declared effective under the Securities Act, other than from (i) such time as a
notice has been given to the Holder pursuant to Section 2.2(h) until (ii) such
time as the Issuer or the Partnership, as the case may be, furnishes an amended or
supplemented prospectus pursuant to Section 2.2(h) or such time as the Issuer or the
Partnership, as the case may be, provides notice that offers and sales pursuant to such
Resale Registration Statement may continue, each prospectus (including any preliminary or
summary prospectus) contained in or prepared in connection with any Resale Registration
Statement, and each prospectus (including any summary prospectus) furnished pursuant to
Section 2.2(d), as then amended or supplemented, will conform in all material
respects to the applicable requirements of the Securities Act and will not contain an
untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, however, that this
representation and warranty shall not apply to any statements or omissions made in
reliance upon and in conformity with information furnished in writing to the Issuer or the
Partnership, as the case may be, by or on behalf of the Holder expressly for use therein
in any such Resale Registration Statement or prospectus.



          (b)   Any documents of the Issuer or the
Partnership, as the case may be, incorporated by reference in any prospectus referred to
in this Agreement, when they become or became effective or are or were filed with the
Commission, as the case may be, will conform or conformed in all material respects to the
requirements of the Securities Act or the Exchange Act, as applicable, and none of such
documents will contain or contained an untrue statement of a material fact or will omit or
omitted to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading; provided, however, that this representation and warranty shall not apply to
any statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Issuer or the Partnership, as the case may be, by the Holder
expressly for use therein.



          (c)   The compliance by the Issuer or the
Partnership, as the case may be, with all of the provisions of this Agreement and the
consummation of the transactions herein contemplated will not contravene any provision of
applicable law or the LLC Agreement or the agreement of limited partnership of the
Partnership, or any order, rule, regulation or decree of any court or governmental agency
or authority located in the United States having jurisdiction 


-8-





over the Issuer or the Partnership, as the case may be, or any of its
subsidiaries or any property of the Issuer or the Partnership, as the case may be, or any
of its subsidiaries; and no consent, authorization or order of, or filing or registration
with, any court or governmental agency or authority is required for the consummation by
the Issuer or the Partnership, as the case may be, of the transactions contemplated by
this Agreement, except the registration under the Securities Act contemplated hereby, and
such consents, approvals, authorizations, registrations or qualifications as may be
required under state or foreign securities or blue sky laws.



          (d)   This Agreement has been duly authorized,
executed and delivered by the Issuer or the Partnership, as the case may be.


Section 5

Indemnification and Contributions



     5.1 (a)   The
Issuer and the Partnership, jointly and severally, will indemnify and hold harmless the
Holder against any losses, claims, damages or liabilities, joint or several, to which the
Holder may become subject, under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact contained in any
preliminary prospectus, any Resale Registration Statement or any prospectus, or any
amendment or supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and will reimburse the Holder for any legal or
other expenses reasonably incurred by the Holder in connection with investigating or
defending any such action or claim as such expenses are incurred; provided, however, that
the Issuer and the Partnership shall not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission made in any preliminary
prospectus, any Resale Registration Statement or any prospectus or any such amendment or
supplement in reliance upon and in conformity with written information furnished to the
Issuer or the Partnership by the Holder expressly for use therein.



          (b)   The Holder will indemnify and hold harmless
the Issuer and the Partnership against any losses, claims, damages or liabilities, joint
or several, to which the Issuer or the Partnership may become subject, under the
Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any preliminary prospectus, any Resale
Registration Statement or any prospectus, or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in any preliminary prospectus,
any Resale Registration Statement or any prospectus or any such amendment or supplement in
reliance upon and in conformity with written information furnished to the Issuer or the
Partnership by the Holder expressly for use therein; and will reimburse the Issuer or the
Partnership, as the case may be, for any legal or other expenses reasonably incurred by
the Issuer 


-9-





or the Partnership, as the case may be, in connection with
investigating or defending any such action or claim as such expenses are incurred.



          (c)   Promptly after receipt by a party indemnified
under subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall not
relieve it from any liability that it may have to any indemnified party otherwise than
under such subsection and shall not relieve the indemnifying party from any liability that
it may have to any indemnified party under this Agreement unless such failure to give
notice actually prejudices the indemnifying party's ability to defend the claim. In case
any such action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be entitled
to participate therein and, to the extent that it shall wish, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not, except with
the consent of the indemnified party, be counsel to the indemnifying party), and, after
notice from the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party shall not be liable to such indemnified party
under such subsection for any legal expenses of other counsel or any other expenses, in
each case subsequently incurred by such indemnified party, in connection with the defense
thereof other than reasonable costs of investigation. No indemnifying party shall, without
the written consent of the indemnified party, effect the settlement or compromise of, or
consent to the entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be sought hereunder (whether
or not the indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an unconditional release
of the indemnified party from all liability arising out of such action or claim and
(ii) does not include a statement as to or an admission of fault, culpability or a
failure to act, by or on behalf of any indemnified party.



          (d)   If the indemnification provided for in this
Section 5 is unavailable to or insufficient to hold harmless an indemnified party
under subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each indemnifying
party shall contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative benefits received by the Issuer and
the Partnership, on one hand, and the Holder, on the other hand, from the transactions
contemplated by this Agreement and the earlier issuances by the Issuer of Listed Shares
and by the Partnership of i-units. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or if the indemnified party failed
to give the notice required under subsection (c) above and such failure actually
prejudiced the indemnifying party's ability to defend the claim, then each indemnifying
party shall contribute to such amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative benefits but also the
relative fault of the Issuer and the Partnership, on one hand, and the Holder in
connection with the statements or omissions that resulted in such losses, claims, damages
or liabilities (or actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Issuer and the Partnership, on the
one hand, and the Holder, 


-10-





on the other, from the transactions contemplated by this Agreement and
such earlier sales shall be deemed to be in the same proportion as the total net proceeds
(before deducting expenses) received by the Issuer from all issuances and sales of Listed
Shares and by the Partnership from all related issuances and sales of i-units to the
Issuer bear to the difference between the sum of the total net proceeds (before deducting
expenses) to the Holder from the sale pursuant to such Resale Registration Statement of
Listed Shares less an amount per Listed Share so sold equal to the weighted average of the
market value on the date of surrender of all Listed Shares surrendered to the Holder
pursuant to the Exchange Feature and the cash purchase price paid by the Holder to the
Issuer for any direct purchases of Listed Shares. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Issuer, the Partnership or the Holder and the
parties' relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Issuer, the Partnership and the Holder
agree that it would not be just or equitable if contributions pursuant to this
subsection (d) were determined by pro rata allocation or by any other method
of allocation that does not take account of the equitable considerations referred to above
in this subsection (d). The amount paid or payable by an indemnified party as a
result of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation.



          (e)   The obligations of the Issuer and the
Partnership under this Section 5 shall be in addition to any liability that the
Issuer or the Partnership may otherwise have and shall extend, upon the same terms and
conditions, to each Person, if any, who controls the Holder within the meaning of the
Securities Act; and the obligations of the Holder under this Section 5 shall be in
addition to any liability that the Holder may otherwise have and shall extend, upon the
same terms and conditions, to each officer and director of the Issuer, the general
partner of the Partnership or its delegate (including any Person who, with his or her
consent, is named in any Resale Registration Statement as about to become a director of
the Issuer, the general partner of the Partnership or its delegate) and to each Person, if
any, who controls the Issuer or the Partnership within the meaning of the Act. As between
the Issuer and the Partnership only, any agreement that provides for a different
allocation of any obligations arising pursuant to this Section 5 will be given effect; but
no such agreement will change the obligations each may have to third parties under this
Agreement.


Section 6

Miscellaneous



     6.1   Provision
of Information.  The Holder shall complete and execute, and shall cause its
directors, officers, employees and agents to complete and execute, all such questionnaires
and other documents as the Issuer or the Partnership shall reasonably request in
connection with any registration of the resale of Listed Shares pursuant to this
Agreement.


-11-






     6.2   Injunctions.  Irreparable
damage would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specified terms or were otherwise breached. Therefore,
the parties hereto shall be entitled to an injunction or injunctions to prevent breaches
of the provisions of this Agreement and to enforce specifically the terms of provisions
hereof in any court having jurisdiction, such remedy being in addition to any other remedy
to which they may be entitled at law or in equity.



     6.3   Severability.  If
any term or provision of this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the terms and provisions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired or
invalidated, and the parties hereto shall use their best efforts to find and employ an
alternative means to achieve the same or substantially the same result as that
contemplated by such term or provision.



     6.4   Further
Assurances.  Subject to the specific terms of this Agreement, the Holder,
the Issuer and the Partnership shall make, execute, acknowledge and deliver such other
instruments and documents, and take all such other actions as may be reasonably required
in order to effectuate the purposes of this Agreement and to consummate the transactions
contemplated hereby.



     6.5   Entire
Agreement.  This Agreement contains the entire understanding of the parties
with respect to the transactions contemplated hereby and supersedes all agreements and
understandings entered into with respect thereto prior to the execution hereof. 



     6.6   Amendment.  This
Agreement may be amended only by an agreement in writing signed by each of the parties
hereto.



     6.7   Counterparts.  For
the convenience of the parties hereto, any number of counterparts of this Agreement may be
executed by the parties hereto, but all such counterparts shall be deemed one and the same
instrument.



     6.8   Notices.  All
notices, consents, requests (including Registration Requests), demands and other
communications hereunder shall be in writing and shall be given by hand or by mail (return
receipt requested) or sent by overnight delivery service, cable, telegram or facsimile
transmission to the parties at the following addresses or at such other address as shall
be specified by the parties by like notice.



          (a)   if to the Issuer, to:



               Kinder
Morgan Management, LLC

               500
Dallas Street, Suite 1000

               Houston,
Texas  77002

               Attention:  General
Counsel


-12-






          (b)   if to the Partnership, to:



               Kinder
Morgan Energy Partners, L.P.

               c/o
Kinder Morgan Management, LLC,

                   the
delegate of its General Partner

               500
Dallas Street, Suite 1000

               Houston,
Texas  77002

               Attention:  General
Counsel



          (c)   if to the Holder, to:



               Kinder
Morgan, Inc.

               500
Dallas Street, Suite 1000

               Houston,
Texas  77002

               Attention:  General
Counsel


Notice so given shall, in the case of notice so given by mail, be
deemed to be given and received on the third business day after posting, in the case of
notice so given by overnight delivery service, on the day after notice is deposited with
such service, and in the case of notice so given by cable, telegram, facsimile
transmission or, as the case may be, personal delivery, on the date of actual delivery.



     6.9   Governing
Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO ANY CHOICE OF LAW
PRINCIPLES WHICH MIGHT REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION.



     6.10   Successors
and Assigns.  This Agreement shall be binding upon and shall inure to the
benefit of and be enforceable by and against the successors and permitted assigns of the
parties hereto. Except (a) with the consent of the other parties, (b) for assignments by
the Holder to any of its affiliates, or (c) as otherwise provided herein, the parties may
not assign their rights or obligations under this Agreement. Any attempted assignment or
delegation prohibited hereby shall be void.



     6.11   Parties
in Interest.  Except as otherwise specifically provided herein, nothing in
this Agreement expressed or implied is in tended or shall be construed to confer any right
or benefit upon any Person, firm or corporation other than the Holder, the Partnership and
the Issuer and their respective successors and permitted assigns.


(The signature page follows.)


-13-






     IN WITNESS WHEREOF, each of the
Holder, the Partnership and the Issuer has caused this Agreement to be duly executed as of
the date first above written.


 


	  
	Kinder Morgan, Inc.

	  
		
	  
		
	  
	By:
	/s/ JOSEPH LISTENGART

	  
	Name:
	Joseph Listengart

	  
	Title:
	Vice President

	  
		
	  
		
	  
	Kinder Morgan Energy
    Partners, L.P.

	  
			
	  
		By:
	Kinder Morgan G.P., Inc.,

	  
			   its General Partner

	  
			
	  
		By:
	Kinder Morgan Management, LLC,

	  
			   its delegate

	  
		
	  
		
	  
	By:
	/s/ JOSEPH LISTENGART

	  
	Name:
	Joseph Listengart

	  
	Title:
	Vice President

	  
		
	  
		
	  
		
		Kinder Morgan Management,
    LLC

	  
		
	  
		
		By:
	/s/ JOSEPH LISTENGART

		Name:
	Joseph Listengart

		Title: 
	Vice President




-14-