**Exhibit 4.3**

**REGISTRATION RIGHTS AGREEMENT**

     This REGISTRATION RIGHTS AGREEMENT(this "Agreement"), dated as of May 18, 2001, is by and between Kinder MorganManagement, LLC, a Delaware limited liability company (the "Issuer"), KinderMorgan 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 purchased1,487,500 shares representing limited liability company interests of the Issuer andidentified in the LLC Agreement (as hereinafter defined) as listed shares ("ListedShares") in an offering by the Issuer pursuant to a registration statement onForm S-1 (Registration No. 333-55868) under the Securities Act of 1933, asamended (the "Securities Act"), filed with the Securities and ExchangeCommission (the "Commission"); and

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

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

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

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

     WHEREAS, such resale by the Holdermay be deemed to involve the offer and sale of Common Units, and the Partnership isagreeable to preparing, filing and maintaining the effectiveness of registrationstatements therefor as provided herein.

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

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Section 1Definitions
     1.1   SpecificDefinitions.  Unless the context clearly requires otherwise, the followingterms 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.

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

          "ConfidentialInformation" means information that the Issuer or the Partnership, as the case maybe, determines, in good faith, is confidential, other than information which (i) isor becomes generally available to the public other than as a result of a disclosure by theHolder or an Inspector to which it was provided, (ii) was within the possession ofthe Holder or an Inspector prior to its being furnished to the Holder or an Inspector byor on behalf of the Issuer pursuant hereto, provided that the source of such informationwas not known by the Holder or such Inspector to be bound by a confidentiality agreementwith or other contractual, legal or fiduciary obligation of confidentiality to the Issueror any other party with respect to such information or (iii) becomes available to theHolder 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 othercontractual, legal or fiduciary obligation of confidentiality to the Issuer or any otherparty with respect to such information.

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

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

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

          "ExchangeProvisions" 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.

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

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

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

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          "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).

          "RegistrationExpenses" has the meaning set forth in Section 3.1.

          "RegistrationRequest" has the meaning set forth in Section 2.1.

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

          "Section"means a section of this Agreement.

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

     1.2   Rulesof Construction. Unless the context otherwise clearly requires:

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

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

          (c)   "including" means including withoutlimitation;

          (d)   "or" is not exclusive; and

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

Section 2Registration Rights
     2.1   Requestfor Resale Registration.  At any time the Holder may submit to the Issuerone or more written requests (each, a "Registration Request") that the Issuerfile a registration statement under the Securities Act registering the resale of thenumber of Listed Shares specified in such Registration Request, whereupon the Issuer shallproceed in accordance with Section 2.2.

     2.2   ProvisionsRelating to Registration Statements.  The Issuer agrees that after aRegistration Request is submitted it will:

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

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

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

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

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

          (d)   furnish to the Holder such number of copies asthe Holder may reasonably request of each Resale Registration Statement, each amendmentand supplement thereto (in each case including all exhibits thereto and documentsincorporated by reference therein) and the prospectus included in or used in connectionwith each Resale Registration Statement (including each preliminary prospectus, finalprospectus and prospectus supplement);

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

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

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          (g)   promptly inform the Holder (i) of thedate on which such Resale Registration Statement or any post-effective amendment theretobecomes 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 requiredfiling under the securities and other laws of such foreign jurisdictions shall have beenmade and when the offering may be commenced in accordance with such laws) and (ii) ofany request by the Commission, any securities exchange, government agency, self-regulatorybody or other body having jurisdiction for any amendment of or supplement to such ResaleRegistration Statement or preliminary prospectus or prospectus included therein or used inconnection therewith or any other offering document relating to such offering;

          (h)   as promptly as practicable notify the Holderof the occurrence of an event requiring the preparation of a supplement or amendment tothe prospectus related to such Resale Registration Statement so that such prospectus willnot contain an untrue statement of a material fact or omit to state any material factrequired to be stated therein or necessary to make the statements therein, in the light ofthe circumstances under which they were made, not misleading, and, notwithstanding Section2.4, as promptly as practicable make available to the Holder any such supplement oramendment;

          (i)   with reasonable promptness make available forinspection by the Holder, and any attorney, accountant or other agent retained by theHolder, and any underwriter or prospective underwriter of the Holder and any attorney oragent of any such underwriter (collectively, the "Inspectors"), all financialand other records, pertinent corporate documents and properties of the Issuer(collectively, the "Records") as shall be reasonably necessary to enable them toexercise their due diligence responsibility, and cause the Issuer's officers and employeesto supply all information reasonably requested for such purpose by any such Inspector inconnection with any Resale Registration Statement; provided, however, that the selectionof any Inspector other than an officer or employee of, or attorney or accountant for, theHolder or any such underwriter shall be subject to the consent of the Issuer, which shallnot be unreasonably withheld. Each Inspector that actually reviews Records supplied by theIssuer that include Confidential Information may be required by the Issuer, prior to anysuch review, to execute an agreement with the Issuer in customary form reasonablysatisfactory to the Issuer providing that such Inspector shall not publicly disclose anyConfidential Information unless such disclosure is required by applicable law or legalprocess. The Holder agrees that Confidential Information obtained by it as a result ofsuch inspections shall not be used by it as the basis for any transactions in securitiesof 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 ConfidentialInformation supplied to the Holder or an Inspector is sought in a court of competentjurisdiction from the Holder or an Inspector, give notice to the Issuer and allow theIssuer, at its expense, to undertake appropriate action to prevent disclosure of theConfidential Information. The Holder also agrees that the due diligence investigation madeby the Inspectors shall be conducted in a manner that shall not unreasonably disrupt theoperations of the Issuer or the work performed by the Issuer's officers and employees; and

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

     2.3   Documentsto be Furnished to the Holder.  The Issuer shall furnish (a) at leasttwo business days prior to filing with the Commission, any Resale Registration Statement,any amendment or supplement to any Resale Registration Statement, any prospectus used inconnection therewith and any amendment or supplement to any such prospectus, whichdocuments will be subject to the reasonable review of the Holder, and Issuer shall notfile any such documents with the Commission to which the Holder shall reasonably objectuntil the Holder and the Issuer have in good faith resolved any of the Holder'sobjections; and (b) a copy of any and all transmittal letters or other correspondencewith the Commission or any other governmental agency or self-regulatory body or other bodyhaving jurisdiction (including any domestic or foreign securities exchange) relating tothe resale of the Listed Shares.

     2.4   CertainNotices by Issuer.

          (a)   Upon notice to the Holder, the Issuer maydelay the filing of a Resale Registration Statement otherwise required pursuant toSection 2.2 or require the Holder to suspend the use of the prospectus or anyprospectus supplement related to a Resale Registration Statement, in each case for areasonable period of time, not to exceed 90 consecutive days or 120 days in any12-month period, if (i) the Issuer would be required to disclose informationregarding the Issuer it was not otherwise then required by law to disclose publicly wheresuch disclosure would reasonably be expected to adversely affect any material businesstransaction or negotiation in which the Issuer is then engaged or (ii) the Issuer isin registration with respect to an underwritten public offering of its securities and themanaging underwriter for such public offering determines in good faith that the filing ofa Resale Registration Statement would be materially adverse to such public offering. Anyperiods under this Section 2.4(a) shall be aggregated with periods underSection 2.4(b) in determining whether the periods of 90 consecutive days or120 days in any 12-month period have been exceeded.

          (b)   The Holder agrees that, upon receipt of anynotice from the Issuer of the happening of any event of the kind described inSection 2.2(h) hereof, the Holder will forthwith discontinue disposition of ListedShares pursuant to any Resale Registration Statement until the Holder's receipt of thecopies 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'sexpense) all copies, other than permanent file copies, then in the Holder's possession, ofthe 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 occursthat would require the preparation of a supplement or amendment to the prospectus so thatsuch prospectus will not contain an untrue statement of a material fact or omit to state amaterial 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   Registrationby the Partnership.  With respect to any Resale Registration Statement, theresale of Listed Shares by the Holder may be deemed to involve the offer and sale 

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of Common Units, and the Partnership is agreeable to registering suchoffer and sale as provided herein. Therefore the Partnership agrees that with respect toany Registration Request delivered to both the Issuer and the Partnership, the Partnershipwill, *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 orfiled by the Partnership pursuant to this Section 2.3 shall also be a "ResaleRegistration Statement" for purposes of this Agreement.

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

Section 3Expenses
     3.1   RegistrationExpenses.  The Partnership agrees to bear and to pay or cause to be paidpromptly upon request being made therefor all third party expenses incident to thePartnership'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 securitiesbeing registered for offering and sale under the state or foreign securities and blue skylaws referred to in Section 2.2(f), including reasonable fees and disbursements ofcounsel, in connection with such qualifications; (c) all expenses relating to thepreparation, printing, distribution and reproduction of any Resale Registration Statementrequired to be filed hereunder, each prospectus included therein or prepared fordistribution pursuant hereto, each amendment or supplement to the foregoing, thecertificates representing Listed Shares and all other documents relating hereto;(d) fees, disbursements and expenses of counsel and independent certified publicaccountants of the Partnership or the Issuer (including the expenses of any opinions or"cold comfort" letters required by or incident to such performance andcompliance); (e) fees and expenses of listing the securities being registered on allexchanges where such securities are listed; and (f) reasonable fees, disbursementsand expenses of one counsel for the Holder retained in connection with any ResaleRegistration 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 Issuershall each bear their own internal expenses, including all salaries and expenses of theirofficers and employees performing legal or accounting duties, subject to any otherreimbursement arrangements between them. To the extent that any Registration Expenses areincurred, assumed or paid by the Holder, the Partnership shall reimburse the Holder forthe full amount of the Registration Expenses so incurred, assumed or paid promptly afterreceipt of a documented request therefor. Notwithstanding the foregoing, the Holder shallpay all the fees and disbursements of any counsel or other advisors or experts retained bythe Holder, other than the counsel and experts specifically referred to above, and anyunderwriting fees, discounts or commissions.

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Section 4Representations and Warranties
     4.1   Representationsand Warranties.  The Issuer and the Partnership each represents and warrantsto, and agrees with, the Holder that:

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

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

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

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over the Issuer or the Partnership, as the case may be, or any of itssubsidiaries or any property of the Issuer or the Partnership, as the case may be, or anyof its subsidiaries; and no consent, authorization or order of, or filing or registrationwith, any court or governmental agency or authority is required for the consummation bythe Issuer or the Partnership, as the case may be, of the transactions contemplated bythis Agreement, except the registration under the Securities Act contemplated hereby, andsuch consents, approvals, authorizations, registrations or qualifications as may berequired 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 5Indemnification and Contributions

     5.1 (a)   TheIssuer and the Partnership, jointly and severally, will indemnify and hold harmless theHolder against any losses, claims, damages or liabilities, joint or several, to which theHolder 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 basedupon an untrue statement or alleged untrue statement of a material fact contained in anypreliminary prospectus, any Resale Registration Statement or any prospectus, or anyamendment or supplement thereto, or arise out of or are based upon the omission or allegedomission to state therein a material fact required to be stated therein or necessary tomake the statements therein not misleading, and will reimburse the Holder for any legal orother expenses reasonably incurred by the Holder in connection with investigating ordefending any such action or claim as such expenses are incurred; provided, however, thatthe Issuer and the Partnership shall not be liable in any such case to the extent that anysuch loss, claim, damage or liability arises out of or is based upon an untrue statementor alleged untrue statement or omission or alleged omission made in any preliminaryprospectus, any Resale Registration Statement or any prospectus or any such amendment orsupplement in reliance upon and in conformity with written information furnished to theIssuer or the Partnership by the Holder expressly for use therein.

          (b)   The Holder will indemnify and hold harmlessthe Issuer and the Partnership against any losses, claims, damages or liabilities, jointor several, to which the Issuer or the Partnership may become subject, under theSecurities Act or otherwise, insofar as such losses, claims, damages or liabilities (oractions in respect thereof) arise out of or are based upon an untrue statement or allegeduntrue statement of a material fact contained in any preliminary prospectus, any ResaleRegistration Statement or any prospectus, or any amendment or supplement thereto, or ariseout of or are based upon the omission or alleged omission to state therein a material factrequired 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 allegeduntrue 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 inreliance upon and in conformity with written information furnished to the Issuer or thePartnership by the Holder expressly for use therein; and will reimburse the Issuer or thePartnership, as the case may be, for any legal or other expenses reasonably incurred bythe Issuer 

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

          (c)   Promptly after receipt by a party indemnifiedunder subsection (a) or (b) above of notice of the commencement of any action, suchindemnified party shall, if a claim in respect thereof is to be made against theindemnifying party under such subsection, notify the indemnifying party in writing of thecommencement thereof; but the omission so to notify the indemnifying party shall notrelieve it from any liability that it may have to any indemnified party otherwise thanunder such subsection and shall not relieve the indemnifying party from any liability thatit may have to any indemnified party under this Agreement unless such failure to givenotice actually prejudices the indemnifying party's ability to defend the claim. In caseany such action shall be brought against any indemnified party and it shall notify theindemnifying party of the commencement thereof, the indemnifying party shall be entitledto participate therein and, to the extent that it shall wish, to assume the defensethereof, with counsel satisfactory to such indemnified party (who shall not, except withthe consent of the indemnified party, be counsel to the indemnifying party), and, afternotice from the indemnifying party to such indemnified party of its election so to assumethe defense thereof, the indemnifying party shall not be liable to such indemnified partyunder such subsection for any legal expenses of other counsel or any other expenses, ineach case subsequently incurred by such indemnified party, in connection with the defensethereof other than reasonable costs of investigation. No indemnifying party shall, withoutthe written consent of the indemnified party, effect the settlement or compromise of, orconsent to the entry of any judgment with respect to, any pending or threatened action orclaim in respect of which indemnification or contribution may be sought hereunder (whetheror 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 releaseof 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 afailure to act, by or on behalf of any indemnified party.

          (d)   If the indemnification provided for in thisSection 5 is unavailable to or insufficient to hold harmless an indemnified partyunder subsection (a) or (b) above in respect of any losses, claims, damages orliabilities (or actions in respect thereof) referred to therein, then each indemnifyingparty shall contribute to the amount paid or payable by such indemnified party as a resultof such losses, claims, damages or liabilities (or actions in respect thereof) in suchproportion as is appropriate to reflect the relative benefits received by the Issuer andthe Partnership, on one hand, and the Holder, on the other hand, from the transactionscontemplated by this Agreement and the earlier issuances by the Issuer of Listed Sharesand by the Partnership of i-units. If, however, the allocation provided by the immediatelypreceding sentence is not permitted by applicable law or if the indemnified party failedto give the notice required under subsection (c) above and such failure actuallyprejudiced the indemnifying party's ability to defend the claim, then each indemnifyingparty shall contribute to such amount paid or payable by such indemnified party in suchproportion as is appropriate to reflect not only such relative benefits but also therelative fault of the Issuer and the Partnership, on one hand, and the Holder inconnection with the statements or omissions that resulted in such losses, claims, damagesor liabilities (or actions in respect thereof), as well as any other relevant equitableconsiderations. The relative benefits received by the Issuer and the Partnership, on theone hand, and the Holder, 

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on the other, from the transactions contemplated by this Agreement andsuch 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 ListedShares and by the Partnership from all related issuances and sales of i-units to theIssuer bear to the difference between the sum of the total net proceeds (before deductingexpenses) to the Holder from the sale pursuant to such Resale Registration Statement ofListed Shares less an amount per Listed Share so sold equal to the weighted average of themarket value on the date of surrender of all Listed Shares surrendered to the Holderpursuant to the Exchange Feature and the cash purchase price paid by the Holder to theIssuer for any direct purchases of Listed Shares.****The relative fault shall bedetermined by reference to, among other things, whether the untrue or alleged untruestatement of a material fact or the omission or alleged omission to state a material factrelates to information supplied by the Issuer, the Partnership or the Holder and theparties' relative intent, knowledge, access to information and opportunity to correct orprevent such statement or omission.****The Issuer, the Partnership and the Holderagree that it would not be just or equitable if contributions pursuant to thissubsection (d) were determined by *pro rata* allocation or by any other methodof allocation that does not take account of the equitable considerations referred to abovein this subsection (d). The amount paid or payable by an indemnified party as aresult 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 orother expenses reasonably incurred by such indemnified party in connection withinvestigating or defending any such action or claim. No Person guilty of fraudulentmisrepresentation (within the meaning of Section 11(f) of the Securities Act) shallbe entitled to contribution from any Person who was not guilty of such fraudulentmisrepresentation.

          (e)   The obligations of the Issuer and thePartnership under this Section 5 shall be in addition to any liability that theIssuer or the Partnership may otherwise have and shall extend, upon the same terms andconditions, to each Person, if any, who controls the Holder within the meaning of theSecurities Act; and the obligations of the Holder under this Section 5 shall be inaddition to any liability that the Holder may otherwise have and shall extend, upon thesame terms and conditions, to each officer and director of the Issuer**,**the generalpartner of the Partnership or its delegate (including any Person who, with his or herconsent, is named in any Resale Registration Statement as about to become a director ofthe Issuer, the general partner of the Partnership or its delegate) and to each Person, ifany, who controls the Issuer or the Partnership within the meaning of the Act. As betweenthe Issuer and the Partnership only, any agreement that provides for a differentallocation of any obligations arising pursuant to this Section 5 will be given effect; butno such agreement will change the obligations each may have to third parties under thisAgreement.

Section 6Miscellaneous
     6.1   Provisionof Information.  The Holder shall complete and execute, and shall cause itsdirectors, officers, employees and agents to complete and execute, all such questionnairesand other documents as the Issuer or the Partnership shall reasonably request inconnection with any registration of the resale of Listed Shares pursuant to thisAgreement.

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     6.2   Injunctions.  Irreparabledamage would occur in the event that any of the provisions of this Agreement were notperformed in accordance with their specified terms or were otherwise breached. Therefore,the parties hereto shall be entitled to an injunction or injunctions to prevent breachesof the provisions of this Agreement and to enforce specifically the terms of provisionshereof in any court having jurisdiction, such remedy being in addition to any other remedyto which they may be entitled at law or in equity.

     6.3   Severability.  Ifany term or provision of this Agreement is held by a court of competent jurisdiction to beinvalid, void or unenforceable, the remainder of the terms and provisions set forth hereinshall remain in full force and effect and shall in no way be affected, impaired orinvalidated, and the parties hereto shall use their best efforts to find and employ analternative means to achieve the same or substantially the same result as thatcontemplated by such term or provision.

     6.4   FurtherAssurances.  Subject to the specific terms of this Agreement, the Holder,the Issuer and the Partnership shall make, execute, acknowledge and deliver such otherinstruments and documents, and take all such other actions as may be reasonably requiredin order to effectuate the purposes of this Agreement and to consummate the transactionscontemplated hereby.

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

     6.6   Amendment.  ThisAgreement may be amended only by an agreement in writing signed by each of the partieshereto.

     6.7   Counterparts.  Forthe convenience of the parties hereto, any number of counterparts of this Agreement may beexecuted by the parties hereto, but all such counterparts shall be deemed one and the sameinstrument.

     6.8   Notices.  Allnotices, consents, requests (including Registration Requests), demands and othercommunications hereunder shall be in writing and shall be given by hand or by mail (returnreceipt requested) or sent by overnight delivery service, cable, telegram or facsimiletransmission to the parties at the following addresses or at such other address as shallbe specified by the parties by like notice.

          (a)   if to the Issuer, to:

               KinderMorgan Management, LLC               500Dallas Street, Suite 1000               Houston,Texas  77002               Attention:  GeneralCounsel

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          (b)   if to the Partnership, to:

               KinderMorgan Energy Partners, L.P.               c/oKinder Morgan Management, LLC,                   thedelegate of its General Partner               500Dallas Street, Suite 1000               Houston,Texas  77002               Attention:  GeneralCounsel

          (c)   if to the Holder, to:

               KinderMorgan, Inc.               500Dallas Street, Suite 1000               Houston,Texas  77002               Attention:  GeneralCounsel

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

     6.9   GoverningLaw.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED INACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO ANY CHOICE OF LAWPRINCIPLES WHICH MIGHT REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHERJURISDICTION.

     6.10   Successorsand Assigns.  This Agreement shall be binding upon and shall inure to thebenefit of and be enforceable by and against the successors and permitted assigns of theparties hereto. Except (a) with the consent of the other parties, (b) for assignments bythe Holder to any of its affiliates, or (c) as otherwise provided herein, the parties maynot assign their rights or obligations under this Agreement. Any attempted assignment ordelegation prohibited hereby shall be void.

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

(The signature page follows.)

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     IN WITNESS WHEREOF, each of theHolder, the Partnership and the Issuer has caused this Agreement to be duly executed as ofthe 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
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