Exhibit 10.7
FIRST AMENDMENT
TO THE KINDER MORGAN ENERGY PARTNERS, L.P.
2003 UNIT APPRECIATION RIGHTS PLAN
FOR NON-EMPLOYEE DIRECTORS
W I T N E S S E T H:
WHEREAS, Kinder Morgan Energy Partners, L.P. maintains the Kinder Morgan
Energy Partners, L.P. 2003 Unit Appreciation Rights Plan for Non-Employee
Directors (the "Plan"); and
WHEREAS, the board of directors of Kinder Morgan Management, LLC (the
"Board") has the right to amend the Plan from time to time subject to certain
limitations.
NOW, THEREFORE, in order to make certain changes desired by the Board, the
Plan is hereby amended in the following manner:
1. Effective as of January 1, 2004, Section 5 is hereby amended in its
entirety to read as follows:
Section 5. Grant of UARs. Each Eligible Director serving on the
Board on April 1, 2003, the date of adoption of the Plan by the
Partnership, shall be granted 7,500 UARs. Within thirty (30) days after
initial election to the Board by the Company's stockholders, the Committee
will grant to each Eligible Director a number of UARs authorized by the
Committee, not to exceed 20,000 UARs per calendar year. At any time, the
Committee, in its discretion, may grant to each Eligible Director a number
of UARs for a particular calendar year not to exceed 10,000 UARs ("Annual
Grant"). If at any time an Eligible Director is elected to fill an
unexpired term or vacancy on the Board, such Eligible Director shall be
granted on the date of election a number of UARs equal to 10,000
multiplied by a fraction, the numerator of which is the number of whole
months remaining in the calendar year in which such Eligible Director is
so elected, and the denominator of which is 12.
The term "Date of Grant" means (i) in the case of UARs granted to an
Eligible Director serving on the Board on April 1, 2003, the date of the
adoption of the Plan, such date of adoption; (ii) in the case of Annual
Grants, the date designated by the Committee; and (iii) in the case of
UARs granted to an Eligible Director upon his initial election or upon his
election to fill an unexpired term or vacancy on the Board, such Eligible
Director's date of election.
IN WITNESS WHEREOF, the Partnership has executed this First Amendment to the
Plan on this 20th day of January, 2004.
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
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Name: Joseph Listengart
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Title:Vice President and Secretary
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