<PAGE>
                                                                     EXHIBIT 4.4

                          REGISTRATION RIGHTS AGREEMENT

         This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
_____________ ___, 2002, 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:



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                                    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.


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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).

             "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:

             (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:


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                  (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;

             (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


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<PAGE>

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

             (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.



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<PAGE>

         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 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



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<PAGE>

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.

                                    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:



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             (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 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


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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 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


                                      -9-
<PAGE>

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, 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


                                      -10-
<PAGE>

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.

         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


                                      -11-
<PAGE>

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

             (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




                                      -12-
<PAGE>

             (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-
<PAGE>


         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:
                                          --------------------------------------
                                        Name:
                                            ------------------------------------
                                        Title:
                                              ----------------------------------


                                        Kinder Morgan Energy Partners, L.P.

                                              By: Kinder Morgan G.P., Inc.,
                                                   its General Partner

                                              By: Kinder Morgan Management, LLC,
                                                   its delegate


                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------


                                        Kinder Morgan Management, LLC


                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------





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