Summary of KINDER MORGAN ENERGY PARTNERS L P

Item 1.01. Entry into a Material Definitive Agreement.

On October 1, 2009, Kinder Morgan Energy Partners, L.P. (the "Partnership") entered into an Amended and Restated Equity Distribution Agreement (the "Agreement") with UBS Securities LLC ("UBS"). The Agreement amends and restates the Equity Distribution Agreement, dated January 16, 2009 (the "Original Agreement"), between the Partnership and UBS. Pursuant to the terms of the Agreement, the Partnership may sell from time to time through UBS, as the Partnership's sales agent, the Partnership's common units representing limited partner interests having an aggregate offering price of up to $300 million in addition to the common units under the Original Agreement that remain unsold (collectively, the "Units"). Common units having an aggregate offering price of approximately $238.0 million were sold pursuant to the terms of the Original Agreement, leaving common units having an aggregate offering price of up to approximately $362.0 million that may be sold pursuant to the terms of the Agreement. Sales of the Units, if any, will be made by means of ordinary brokers' transactions on the New York Stock Exchange at market prices, in block transactions or as otherwise agreed between the Partnership and UBS.

Under the terms of the Agreement, the Partnership may also sell Units from time to time to UBS as principal for its own account at a price to be agreed upon at the time of sale. Any sale of Units to UBS as principal would be pursuant to the terms of a separate terms agreement between the Partnership and UBS.

The Units will be issued pursuant to the Partnership's shelf registration statement (the "Registration Statement") on Form S-3 (File No. 333-153598).

The Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and this description of the Agreement is qualified in its entirety by reference to such exhibit. The Agreement is also filed with reference to, and is incorporated by reference into, the Registration Statement.