Kinder Morgan, Inc. Exhibit 10.1



Exhibit 10.1


KINDER MORGAN, INC. NON-EMPLOYEE DIRECTORS

STOCK AWARDS PLAN





     ARTICLE 1.   Purpose
of the Plan.



     The Kinder Morgan, Inc.
Non-Employee Directors Stock Awards Plan (the "Plan") is intended to provide a
means for the granting, from time to time, of (i) the option ("Option") to
purchase shares of common stock, $5.00 par value ("Common Stock"), of Kinder
Morgan, Inc. (the "Company"), as hereinafter described, and/or (ii) shares of
Common Stock subject to certain restrictions and conditions ("Restricted
Stock"), as hereinafter described, to non-employee members of the Company's Board of
Directors (the "Board") (each such director, upon receipt of an Option or a
grant of Restricted Stock, a "Participant"), and thereby to promote the
interests of the Company and its stockholders by increasing the potential compensation of
the directors, thereby assisting the Company in its efforts to attract well-qualified
individuals to serve as its directors and to retain their services. Options granted under
this Plan are intended to constitute nonqualified stock options (options that do not
qualify as incentive stock options within the meaning of Section 422(b) of the Internal
Revenue Code of 1986, as amended (the "Code")), and the Plan shall be construed
so as to carry out that intention.



     ARTICLE 2.   Stock
Reserved for Awards.



     The aggregate number of shares of
Common Stock of the Company that may be issued under the Plan shall be 500,000. Any shares
of Common Stock that remain unissued and which are not subject to outstanding Options or
awards of Restricted Stock at the termination of the Plan shall cease to be subject to the
Plan, but, until termination of the Plan, the Company shall reserve a sufficient number of
shares to meet the requirements of the Plan. Should any Option hereunder expire or
terminate prior to its exercise in full, the shares theretofore subject to such Option may
again be subject to an Option granted under the Plan to the extent permitted under
Rule 16b-3 ("Rule 16b-3")) promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934 ("Exchange Act"). Should
any shares of Restricted Stock be forfeited, such shares may not again be subject to an
award of Restricted Stock. Shares awarded under the Plan shall be authorized but unissued
shares, or shares reacquired by the Company (except for shares of Restricted Stock
forfeited and returned to the Company in accordance with the terms of the Plan), as
determined from time to time by the Committee (as defined in Article 3). Shares shall be
awarded and issued under the Plan only if all necessary actions shall have been taken to
render such shares, when issued, validly issued, fully paid, and non-assessable. All
amounts set forth hereinabove shall be subject to adjustment as provided in
ARTICLE 8. Exercise of an Option in any manner shall result in a decrease in the
number of shares of Common Stock which may thereafter be available, both for purposes of
the Plan and for sale to any one individual, by the number of shares as to which the
Option is exercised.






     ARTICLE 3.   Administration
of the Plan.



     3.1   The
Plan shall be administered by the Compensation Committee (the "Committee")
designated by the Board, which shall also designate the Chairman of the Committee. The
Committee shall be composed entirely of not less than two (2) non-employee directors
(within the meaning of Rule 16b-3.



     3.2   The
Committee shall hold its meetings at such times and places as it may determine. A majority
of its members shall constitute a quorum, and all determinations of the Committee shall be
made by not less than a majority of its members. Any decision or determination reduced to
writing and signed by a majority of the members shall be effective as if it had been made
by a majority vote of its members at a meeting duly called and held. The Committee may
designate the Secretary of the Company or other Company employees to assist the Committee
in the administration of the Plan ("Delegatee"), and may grant authority to a
Delegatee to execute agreements or other documents on behalf of the Committee and the
Company. 



     3.3   The
Committee shall have the power and authority to interpret the Plan, to adopt rules
governing its execution and administration, and to appoint and authorize a Delegatee to
perform such functions in the execution and administration of the Plan (other than the
interpretation of the Plan and the adoption of rules governing its execution and
administration, or any other function the performance of which by such Delagatee would
violate Rule 16b-3) as the Committee shall determine from time to time. All
interpretations, rules, appointments, and other determinations by the Committee shall be
final and conclusive, and each Participant shall be bound by such interpretations, rules,
appointments, and determinations upon communication thereof to such Participant, effective
as of such date, prior to, subsequent to, or concurrent with, such communication.



     3.4   All
expenses and liabilities incurred by the Committee in the administration of the Plan shall
be borne by the Company. The Committee may employ attorneys, consultants, accountants or
other persons.



     ARTICLE 4.   Eligibility.



     The
persons eligible to participate in the Plan as a Participant shall include only directors
of the Company who are not salaried employees of the Company.



     ARTICLE 5.   Awards.



     The Committee shall determine, in
its discretion, when grants of Options or Restricted Stock are to be made under the Plan
and the number of shares, if any, to be awarded to each eligible director, and the terms
and conditions, consistent with the terms of the Plan, upon which Options or Restricted
Stock are to be awarded, and shall make awards to eligible directors for the numbers of
shares and upon the terms and conditions so determined; provided, however, that the
Committee shall grant Options or Restricted Stock only in amounts that are reasonable
under the circumstances. 


-2-





In making its determination, the Committee may take into account such
factors as the Committee in its discretion shall deem relevant. 



     ARTICLE 6.   Options.



     6.1   At
any time, the Committee, in its discretion, may grant to each director an Option for a
particular calendar year not to exceed 10,000 shares of Common Stock. A director receiving
an Option pursuant to the Plan may purchase the shares issuable thereunder, in whole at
any time, or in part from time to time, commencing on the date of grant. Each Option shall
cease to be exercisable upon the expiration of a period not to exceed ten (10) years from
the date of grant. Notwithstanding the foregoing, if a grant of an Option is made prior to
the annual stockholders meeting for the calendar year to which such grant relates, the
Option may not be exercised until the first business day after the annual stockholders
meeting for such calendar year ("Vesting Date"); provided, however, that if the
Participant to whom such Option is granted is not a director on the Option's Vesting Date,
such Option shall immediately expire and may not be exercised.



     6.2   Each
Option shall be evidenced by a written agreement between the Company and the Participant
("Option Agreement") which shall contain such terms and conditions as may be
approved by the Committee, including, but not limited to, the number of shares of Stock
that may be purchased under the Option and the price per share of Common Stock purchasable
under the Option ("Option Price"). The terms and conditions of the respective
Option Agreements need not be identical.



     6.3   The
Option Price of Common Stock issued under each Option shall be determined by the
Committee, but such Option Price shall not be less than the fair market value of Common
Stock subject to the Option on the date the Option is granted. For all purposes under the
Plan, the fair market value of a share of Common Stock on a particular date shall be equal
to the closing sales price of the Common Stock reported on the New York Stock Exchange
Composite Tape on that date; or, if no prices are reported on that date, on the last
preceding date on which such prices of the Common Stock are so reported. In the event
Common Stock is not publicly traded at the time a determination of its value is required
to be made hereunder, the determination of its fair market value shall be made by the
Committee in such manner as it deems appropriate.



     6.4   An
Option may be exercised by giving written notice to the Company addressed to the attention
of the Vice President of Human Resources and Administration or the General Counsel (i)
specifying the number of shares to be purchased and accompanied by payment therefor in
full, and (ii) unless the Company consents to the contrary, representing that all shares
purchased are being acquired for investment and not with a view to, or for resale in
connection with, any distribution of said shares.



     6.5   No
Option granted under the Plan shall be transferable otherwise than by will or the laws of
descent and distribution and shall be exercisable, during his or her lifetime, only by the
Participant to whom an Option is granted. Except as permitted by the preceding sentence,
no Option or any right thereunder shall be transferred, assigned, pledged or hypothecated
in any way (whether 


-3-





by operation of law or otherwise) or be subject to execution,
attachment or similar process. Upon any attempt so to transfer, assign, pledge,
hypothecate or otherwise dispose of, or be subject to execution, attachment or similar
process, any option, or of any right thereunder, contrary to the provisions hereof, such
Option and all rights thereunder shall immediately become null and void. Notwithstanding
the foregoing, if a Participant obtains the approval of the Committee after making a
request to the Committee in writing, the Participant may transfer or assign an Option for
estate planning purposes or to a charity.



     6.6   Each
Option shall be subject to the requirement that, if at any time the Board determines, in
its discretion, that the listing, registration or qualification of the shares subject to
such Option upon any securities exchange or under any state or federal law, or the consent
or approval of any governmental regulatory body, is necessary or desirable as a condition
of, or in connection with, the issue or purchase of shares thereunder, such Option may not
be exercised in whole or in part unless such listing, registration, qualification, consent
or approval shall have been effected or obtained and the same shall have been free of any
conditions not acceptable to the Board. The Company may require that certificates
evidencing shares issued upon the exercise of any Option bear an appropriate legend
indicating that the sale, transfer or other disposition thereof by the holder is
prohibited unless such shares have been registered under the Securities Act of 1933, as
amended, for transfer in accordance with the intended method of distribution or the
Company shall have been furnished with an opinion of counsel satisfactory to it to the
effect that such registration is not required.



     ARTICLE 7.  Restricted
Stock.



     7.1   Each
grant of Restricted Stock shall be evidenced by a written agreement between the Company
and the Participant ("Restricted Stock Agreement") which shall contain such
terms and conditions as may be approved by the Committee. A fully executed original
counterpart of the Restricted Stock Agreement shall be provided to the Company and the
Participant.



     7.2   Shares
of Common Stock that are the subject of an award of Restricted Stock shall be subject to
restrictions on disposition by the Participant and an obligation of the Participant to
forfeit and surrender the shares to the Company under certain circumstances (the
"Forfeiture Restrictions"). The Forfeiture Restrictions shall be determined by
the Committee in its sole discretion and set forth in the Restricted Stock Agreement. The
Committee may, at any time and from time to time after the granting of an award of
Restricted Stock under the Plan, specify such additional terms and conditions with respect
to such award as may be deemed necessary or appropriate to assure compliance with any and
all applicable laws. The terms and conditions (including Forfeiture Restrictions) with
respect to any award of Restricted Stock, or with respect to any award to any Participant,
need not be identical to the terms and conditions with respect to any other award, or with
respect to any award to any other Participant.



     7.3   The
Committee may, in its sole discretion, prescribe additional terms, conditions or
restrictions relating to awards of Restricted Stock, including, but not limited to, rules
pertaining to 


-4-





the termination of service (by retirement, disability, death or
otherwise) of a Participant prior to the lapse of the Forfeiture Restrictions. Such
additional terms, conditions or restrictions shall be set forth in the Restricted Stock
Agreement. The Restricted Stock Agreement may also include, without limitation, provisions
relating to (i) tax matters (including provisions (A) covering any applicable wage
withholding requirements and (B) prohibiting an election by the Participant under Code
Section 83(b)), and (ii) any other matters not inconsistent with the terms and
provisions of this Plan that the Committee shall in its sole discretion determine. The
terms and conditions of the respective Restricted Stock Agreements need not be identical.



     7.4   Unless
otherwise provided in his or her Restricted Stock Agreement, a Participant shall have the
right to receive dividends with respect to shares subject to an award of Restricted Stock,
to vote such shares and to enjoy all other stockholder rights, except that (i) the
Participant shall not be entitled to delivery of the stock certificate until the
Forfeiture Restrictions have lapsed, (ii) the Company shall retain custody of the shares
until the Forfeiture Restrictions have lapsed, (iii) the Participant may not sell,
transfer, pledge, exchange, hypothecate or otherwise dispose of the shares until the
Forfeiture Restrictions have lapsed, and (iv) a breach of the terms and conditions
established by the Committee pursuant to the Restricted Stock Agreement shall cause a
forfeiture of the shares by the Participant. Certificates for shares subject to awards of
Restricted Stock shall, at the option of the Company, bear the following legend:


		THIS CERTIFICATE AND THE SHARES OF STOCK
    REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND
    RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE KINDER MORGAN, INC. NON-EMPLOYEE DIRECTORS
    STOCK AWARDS PLAN AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND KINDER
    MORGAN, INC. A RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE OBTAINED ONLY IN ACCORDANCE
    WITH THE PROVISIONS OF SUCH PLAN AND AGREEMENT, A COPY OF EACH OF WHICH IS ON FILE IN THE
    OFFICE OF THE SECRETARY OF KINDER MORGAN, INC.





     7.5   Notwithstanding
any other provision in this paragraph to the contrary, the Committee, in its sole
discretion, may, upon a Participant's termination of service for any reason, waive any
restrictions, terms, conditions and Forfeiture Restrictions on all or a portion of any
shares theretofore awarded to such Participant, and upon such action taken by the
Committee, the Company shall thereupon deliver or cause to be delivered to such
Participant or legal representative the certificate or certificates for such shares, free
of the legend provided in Section 7.4. 



     7.6   Upon
expiration, with respect to shares of Restricted Stock awarded under the Plan, of the
applicable Forfeiture Restrictions, such shares shall be released from all further
restrictions and prohibitions under this ARTICLE, any similar restrictions and
prohibitions under the Restricted Stock Agreement, and all of the forfeiture provisions of
the Plan, and the Company shall thereupon deliver or cause to be delivered to such
Participant or legal representative the certificate or certificates for such shares, free
of the legend provided in Section 7.4. Upon the occurrence of a 


-5-





Change in Control (as defined in ARTICLE 9) all shares of Common Stock
subject to an award of Restricted Stock shall be released from all Forfeiture
Restrictions, and the Company shall thereupon deliver or cause to be delivered to such
Participant or legal representative the certificate or certificates for such shares, free
of the legend provided in Section 7.4.



     ARTICLE 8.  Recapitalization
or Reorganization.



     8.1   Except
as hereinafter otherwise provided, Options and awards of Restricted Stock and any
agreements evidencing Options and awards of Restricted Stock shall be subject to
adjustment by the Committee at its discretion as to the number of shares of Common Stock
and the Option Price in the event of changes in the outstanding Common Stock by reason of
stock dividends, stock splits, recapitalizations, reorganizations, mergers,
consolidations, combinations, exchanges or other relevant changes in capitalization
occurring after the date of the grant of any Options and awards of Restricted Stock.



     8.2   The
existence of the Plan and the Options and awards of Restricted Stock granted hereunder
shall not affect in any way the right or power of the Board or the stockholders of the
Company to make or authorize any adjustment, recapitalization, reorganization or other
change in the Company's capital structure or its business, any merger or consolidation of
the Company, any issue of debt or equity securities having any priority or preference with
respect to or affecting Common Stock or the rights thereof, 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 other corporate act or proceeding.



     8.3   The
shares with respect to which Options and awards of Restricted Stock may be granted are
shares of Common Stock as presently constituted, but if, and whenever, prior to the
expiration of an Option or award of Restricted Stock theretofore granted, the Company
shall effect a subdivision or consolidation of shares of Common Stock or the payment of a
stock dividend on Common Stock without receipt of consideration by the Company, the number
of shares of Common Stock with respect to which such Option or award of Restricted Stock
may thereafter pertain (i) in the event of an increase in the number of outstanding shares
shall be proportionately increased, and (ii) in the event of a reduction in the number of
outstanding shares shall be proportionately reduced, and in the case of an Option, the
Option Price shall be appropriately adjusted as necessary.


-6-






     ARTICLE 9.  Change in
Control.



     Upon the occurrence of a Change in
Control, the Committee may take any action with respect to outstanding Restricted Stock
that it deems appropriate, including but not limited to causing the Forfeiture
Restrictions to lapse; provided, however, that if a Change in Control occurs and, in
connection with or as a result of such Change in Control, Richard D. Kinder no longer
holds or does not continue to hold the office of Chairman of the Company, to the extent
any shares of Restricted Stock are subject to Forfeiture Restrictions, such Forfeiture
Restrictions shall lapse, and the Company shall thereupon deliver or cause to be delivered
to each Participant or legal representative the certificate or certificates for such
shares, free of the legend provided in Section 7.4. Upon the occurrence of a Change in
Control, there shall be substituted for each share of Common Stock then subject to an
Option, the number and kind of shares of stock, or other securities into which each
outstanding share of Common Stock shall be converted by such Change in Control. As used
herein, the term "Change in Control" shall mean the occurrence with respect to
the Company of any of the following events:


		     (a)   any "person," as such term is used
    in Section 13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or
    other fiduciary holding securities under an employee benefit plan of the Company or any
    corporation owned, directly or indirectly, by the shareholders of the Company in
    substantially the same proportions as their ownership of stock of the Company), is or
    becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the
    Exchange Act), directly or indirectly, of securities of the Company representing fifty
    percent (50%) or more of the combined voting power of the Company's then outstanding
    securities;

         (b)   during any period of two consecutive years
    (not including any period prior to the effective date of the Plan), individuals who at the
    beginning of such period constitute the Board, and any new director (other than a director
    designated by a person who has entered into an agreement with the Company to effect a
    transaction described in paragraph (a), (c) or (d) of this Article 9) whose election by
    the Board or nomination for election by the Company's shareholders was approved by a vote
    of at least two-thirds (2/3) of the directors then still in office who either were
    directors at the beginning of the period or whose election or nomination for election was
    previously so approved, cease for any reason other than normal retirement, death or
    disability to constitute at least a majority thereof;

         (c)   the shareholders of the Company approve a
    merger or consolidation of the Company with any other person, other than (i) a merger or
    consolidation which would result in the voting securities of the Company outstanding
    immediately prior thereto continuing to represent (either by remaining outstanding or by
    being converted into voting securities for the surviving entity) more than fifty percent
    (50%) of the combined voting power of the voting securities of the Company or surviving
    entity outstanding immediately after such merger or consolidation, or (ii) a merger in
    which the Company is the surviving entity but no "person" (as defined above)
    acquires more than fifty percent (50%) of the combined voting power of




  -7-





	  	
		the Company's then outstanding securities;
    or

         (d)   the shareholders of the Company approve a plan
    of complete liquidation of the Company or an agreement for the sale or disposition by the
    Company of all or substantially all of the Company's assets (or any transaction having a
    similar effect).





     ARTICLE 10.  Effective
Date, Amendment and Termination of the Plan.



     10.1  The
Plan shall become effective as of January 18, 2005, subject to stockholder approval at the
2005 annual stockholders meeting, and shall be effective for ten years thereafter (the
"Plan Expiration Date"). If stockholder approval of the Plan is not obtained at
the 2005 annual stockholders meeting, any Options and awards of Restricted Stock
theretofore granted under the Plan shall immediately expire. No Options or awards of
Restricted Stock shall be granted under the Plan after the Plan Expiration Date, but any
outstanding Options or awards of Restricted Stock theretofore granted shall extend beyond
that date in accordance with their provisions.



     10.2  The
Board may amend, alter or discontinue the Plan, but no amendment or alteration shall be
made which would impair the rights of any Participant under any Option or award of
Restricted Stock granted without his consent, and no such action of the Board shall be
taken without approval of the Company's shareholders if such approval is required to
comply with Rule 16b-3 or any rule promulgated by the New York Stock Exchange.



ARTICLE 11.  Miscellaneous.



     11.1  The
Plan does not, directly or indirectly, create any right for the benefit of any directors
to receive any Options or awards of Restricted Stock under the Plan, or create in any
directors any right with respect to continuation of service as a director.



     11.2  The
grantee of an Option or award of Restricted Stock shall not, with respect to such grant,
be deemed to have become a Participant or to have any rights with respect to such Option
or award of Restricted Stock until and unless such grantee shall have executed an Option
Agreement or Restricted Stock Agreement, as applicable, and delivered a fully executed
copy thereof to the Company, and otherwise complied with the terms and conditions as to
which compliance is in order at the time of the granting of such Option or award of
Restricted Stock.



     11.3  The
provisions of the Plan and the terms and conditions of any Option or award of Restricted
Stock shall, in accordance with their terms, be binding upon, and inure to the benefit of,
all successors of each Participant, including, without limitation, such Participant's
estate and the executors, administrators, or trustees thereof, heirs and legatees, and any
receiver, trustee in bankruptcy, or representative of creditors of such Participant.



     11.4  Notwithstanding
anything to the contrary expressed in the Plan, any provisions that vary from or conflict
with any applicable federal or state securities laws (including any regulations


-8-





promulgated thereunder) shall be deemed to be modified to conform to
and comply with such laws. Without limiting the generality of the foregoing, it is the
intention of the Company that the Plan shall comply in all respects with Rule 16b-3,
and if any Plan provision, Option or Restricted Stock is later found not to be in
compliance with Section 16 of the Exchange Act, the provision, Option or Restricted
Stock shall be construed or deemed amended to conform to Rule 16b-3. Notwithstanding
anything in the Plan to the contrary, the Board, in its absolute discretion, may bifurcate
the Plan so as to restrict, limit or condition the use of any provision of the Plan to
Participants who are subject to Section 16 of the Exchange Act without so restricting,
limiting or conditioning the Plan with respect to other Participants.



     11.5  In
the event any provision of the Plan shall be held illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining provisions of the Plan, and the
Plan shall be construed and enforced as though the illegal or invalid provision had not
been included.



ARTICLE 12.  Jurisdiction.



     All provisions of the Plan shall
be construed in accordance with the laws of Texas except to the extent pre-empted by
Federal law.



     IN WITNESS WHEREOF, and as
conclusive evidence of the adoption of the foregoing, Kinder Morgan, Inc. has caused these
presents to be duly executed in its name and on its behalf by its proper officers
thereunto duly authorized this _____day of __________________, _____.





	  
	Kinder Morgan, Inc.




	  
	  
	  

	  
	  
	  

		By:
	  

	  
	  
	  

		Name:
	  

	  
	  
	  

		Title:
	  




 


-9-