Kinder Morgan, Inc. Exhibit 10.2




Exhibit 10.2



KINDER MORGAN, INC.

NON-EMPLOYEE DIRECTOR

RESTRICTED STOCK AGREEMENT


Restricted Stock Agreement made effective the ____ day of ___________,
______ ("Date of Grant"), between Kinder Morgan, Inc., a Kansas Corporation (the
"Company"), and _______________________ ("Director").


	1.	Award.  The Company hereby makes a grant of Restricted
    Shares (as defined below) subject to the terms and conditions contained herein and in the
    Plan (as defined below).




	  	
	(a) 
	Shares.  Pursuant
    to the Kinder Morgan, Inc. Non-Employee Directors Stock Awards Plan (the
    "Plan"), _______ shares (the "Restricted Shares") of the
    Company's common stock, par value $5.00 per share ("Stock"), shall be issued as
    hereinafter provided in Director's name subject to certain restrictions thereon.

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

	  
	
	(c) 
	Plan Incorporated. Director
    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.  Director hereby accepts the Restricted Shares
    when issued and agrees with respect thereto as follows:




	  	
	(a) 
	Forfeiture Restrictions.  To the extent then subject to the Forfeiture
    Restrictions (as hereinafter defined), the Restricted Shares granted hereunder may not be
    sold, assigned, transferred, exchanged, pledged, hypothecated or encumbered by Director,
    and no such sale, assignment, transfer, exchange, pledge, hypothecation or encumbrance,
    whether made or created by voluntary act of Director or any agent of Director or by
    operation of law, shall be recognized by, or be binding upon, or shall in any manner
    affect the rights of, the Company or any agent or any custodian holding certificates for
    the Restricted Shares. In the event that the Director's service as a director of the
    Company is terminated prior to the lapse of the Forfeiture Restrictions as provided in (b)
    below (i) by the Company for Cause, or (ii) by voluntary resignation, Director shall, for
    no consideration, forfeit to the Company all Restricted Shares to the extent then subject
    to the Forfeiture Restrictions. The prohibition against transfer and the obligation to
    forfeit and surrender Restricted Shares to the Company upon termination of employment are
    herein referred to as "Forfeiture Restrictions."

    For purposes of this Agreement - "Cause" is defined
    as:




 





	  	
	(1) 
	an act by the Director of willful
    misrepresentation, fraud or willful dishonesty intended to result in substantial personal
    enrichment at the expense of the Company;

	(2) 
	the Director's willful misconduct with
    regard to the Company that is intended to have a material adverse impact on the Company;

	(3) 
	the Director's material, willful and
    knowing violation of Company guidelines or policies or the Director's fiduciary duties
    which has or is intended to have a material adverse impact on the Company;

	(4) 
	the Director's willful or reckless
    behavior in the performance of his or her duties which has a material adverse impact on
    the Company;

	(5) 
	the Director's willful failure to perform
    his or her duties or to follow a written direction of the Chairman or the board of
    directors of the Company;

	(6) 
	the Director's conviction of, or pleading
    nolo contendere or guilty to, a felony; or

	(7) 
	any other willful material breach by the
    Director of his or her obligations to the Company that is not cured within 20 days of
    receipt of written notice from the Company.




	  	
	(b) 
	Lapse of Forfeiture Restrictions.  The Restricted Shares shall be divided into
    increments and, except as provided below, the Forfeiture Restrictions shall lapse and
    cease to apply to Restricted Shares according to the following schedule ("Vesting
    Schedule"):

      




	  	Date	Restricted Shares

     of Grant to Vest



	  
	  

      

    Upon the occurrence of a Change in Control (as defined in the Plan), the Committee may
    take any action with respect to the Restricted Shares 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, all Restricted Shares shall vest and the Forfeiture Restrictions
    shall lapse. If the Director's service as a director of the Company is terminated for any
    reason (including death, disability, or the Director's failure to be elected as a director
    at a stockholders meeting at which such Director is considered for election) other than
    (i) by the Company for Cause, or (ii) by voluntary resignation, to the extent the
    Restricted Shares are subject to Forfeiture Restrictions on the date of such termination,
    such Forfeiture Restrictions shall lapse.

    Restricted Shares with respect to which Forfeiture Restrictions have
    lapsed shall cease to be subject to any Forfeiture Restrictions, and the Company, pending
    payment of corresponding taxes, shall provide the Director a certificate (without the
    legend referenced in Section 2(c)) below representing the shares as to which the
    Forfeiture Restrictions have lapsed.




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	If the service of Director as a director
    of the Company shall terminate prior to the lapse of the Forfeiture Restrictions, and
    there exists a dispute between Director and the Company or the Committee (as defined in
    the Plan) as to the satisfaction of the conditions to the lapse of the Forfeiture
    Restrictions or the terms and conditions of the grant, the Restricted Shares shall remain
    subject to the Forfeiture Restrictions until the resolution of such dispute, except that
    any dividends that may be payable to the holders of record of Stock as of a date during
    the period from termination of Director's service as a director to the resolution of such
    dispute shall:




	  	
	  
	     (1)   to the extent to which such dividends would
    have been payable to Director on the Restricted Shares, be held by the Company as part of
    its general funds, and shall be paid to or for the account of Director only upon, and in
    the event of, a resolution of such dispute in a manner favorable to Director, and then
    only with respect to such of the Restricted Shares as to which such resolution shall be so
    favorable, and

         (2)   be retained by the Company in the event of a
    resolution of such dispute in a manner unfavorable to Director only with respect to such
    of the Restricted Shares as to which such resolution shall be so unfavorable.




	  	
	(c) 
	Certificates. One or more
    certificates evidencing the Restricted Shares shall be issued by the Company in Director's
    name, or at the option of the Company, in the name of a nominee of the Company, pursuant
    to which Director 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:




	  	
	  
	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.




	  	
		Until the Forfeiture Restrictions have
    lapsed, (i) Director shall not be entitled to delivery of the stock certificate, (ii) the
    Company shall retain custody of the stock certificate, and (iii) the Participant may not
    sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the shares. A breach
    by Director of the terms and conditions of this Agreement shall cause a forfeiture of the
    shares by Director. Upon request of the Committee, Director shall deliver to the Company a
    stock power, endorsed in blank, relating to the Restricted Shares then subject to the
    Forfeiture Restrictions. Upon the 




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		lapse of the Forfeiture Restrictions
    without forfeiture, the Company shall deliver to Director a certificate without legend
    evidencing the vested Restricted Shares with respect to which Forfeiture Restrictions have
    lapsed, and shall retain a certificate representing unvested Restricted Shares still
    subject to Forfeiture Restrictions. 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 law or 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.	Status of Stock.  Director agrees that, notwithstanding
    anything to the contrary herein, the Restricted Shares may not be sold, transfered,
    pledged, exchanged, hypothecated or otherwise disposed of in any manner that would
    constitute a violation of any applicable federal or state securities laws. Director also
    agrees that (i) certificates shall bear the legend or legends as the Committee deems
    appropriate in order to assure compliance with applicable securities laws, (ii) the
    Company may refuse to register the transfer of the Restricted Shares on the stock transfer
    records of the Company if such proposed transfer would in the opinion of counsel
    satisfactory to the Company constitute a violation of any applicable securities law, and
    (iii) the Company may give related instructions to its transfer agent, if any, to stop
    registration of the transfer of the Restricted Shares.

	  	
	4.	Changes in Capital Structure.  If the outstanding shares of Stock or other
    securities of the Company, or both, shall at any time be changed or exchanged by
    declaration of a stock dividend, stock split, combination of shares, or recapitalization,
    the number and kind of shares of Stock or other securities subject to the Restricted
    Shares shall be appropriately and equitably adjusted in accordance with the terms of the
    Plan.

	  	
	5.	Status as Director.  For purposes of this Agreement, Director shall be
    considered to be in service as a director of the Company as long as Director remains a
    director of the Company or any successor corporation or other legal entity. Any question
    as to whether and when there has been a termination of such service, and the cause of such
    termination, shall be determined by the Committee in its sole discretion, and its
    determination shall be final.

	  	
	6.	Committee's Powers.  No provision contained in this Agreement shall in
    any way terminate, modify or alter, or be construed or interpreted as terminating,
    modifying or altering, any of the powers, rights or authority vested in the Committee
    pursuant to the terms of the Plan, including, without limitation, the Committee's rights
    to make certain determinations and elections with respect to the Restricted Shares.

	  	
	7.	Binding Effect.  The provisions of the Plan and the terms and
    conditions of this Agreement shall, in accordance with their terms, be binding upon, and
    inure to the benefit of, all successors of Director, including, without limitation,
    Director's estate and the executors, administrators, or trustees thereof, heirs and
    legatees, and any receiver, trustee in 




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		bankruptcy, or representative of creditors
    of Director. This Agreement shall be binding upon and inure to the benefit of any
    successors to the Company.

	  	
	8.	Agreement Subject to Plan.  This Agreement is subject to the Plan. The terms and
    provisions of the Plan (including any subsequent amendments thereto) are hereby
    incorporated herein by reference thereto. In the event of a conflict between any term or
    provision contained herein and a term or provision of the Plan, the applicable terms and
    provisions of the Plan will govern and prevail. All definitions of words and terms
    contained in the Plan shall be applicable to this Agreement.

	  	
	9.	Governing Law.  This Agreement shall be governed by, and construed
    in accordance with, the laws of the State of Texas.





 


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


 


	  	  	/s/
    Joseph Listengart

			     

         Joseph Listengart

         VP, General Counsel,

         Kinder Morgan, Inc.
	  		  

      

      

      
	Print
    Director Name

      
	  	Director Signature




	  Director Social Security Number
	  	  




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