exhibit4d.htm


    
      

    

    EXHIBIT
4.D


     

    


     

    JPMORGAN
CHASE BANK

     

    Trustee

     

    


     

    


     

    FIRST
SUPPLEMENTAL INDENTURE

     

    Dated
as of June 10, 2002

     

    To

     

    INDENTURE

     

    Dated
as of November 13, 1996

     

    


     

    83⁄8%
Notes due June 15, 2032

     

    


     

    


     

    


     

    
      


       

      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    FIRST SUPPLEMENTAL
INDENTURE, dated as of June 10, 2002 (herein called the “First Supplemental
Indenture”), between EL PASO NATURAL GAS COMPANY, a
Delaware  corporation (herein called the “Company”), having its
principal office at 1001 Louisiana Street, Houston, Texas 77002 and JPMORGAN
CHASE BANK (formerly known as The Chase Manhattan Bank), a banking corporation
duly organized and existing under the laws of the State of New York, as trustee
under the Indenture referred to below (herein called the
“Trustee”).

     

    RECITALS
OF THE COMPANY

     

    WHEREAS, the
Company has heretofore executed and delivered to the Trustee the Indenture,
dated as of November 13, 1996 (herein called the “Original Indenture”),
providing for the issuance from time to time of one or more series of the
Company's unsecured debentures, notes or other evidences of indebtedness (herein
called the “Securities”), the terms of which are to be determined as set forth
in Section 301 of the Original Indenture; and

     

    WHEREAS, Section
901 of the Original Indenture provides, among other things, that the Company and
the Trustee may enter into indentures supplemental to the Original Indenture
for, among other things, the purpose of establishing the form or terms of
Securities of any series as permitted by Sections 201 and 301 of the Original
Indenture; and

     

    WHEREAS, the Company desires to
create a series of the Securities in an aggregate principal amount of
$300,000,000, which series shall be designated the 83⁄8% Notes due June 15,
2032 (the “Notes”), and all action on the part of the Company necessary to
authorize the issuance of the Notes under the Original Indenture and this First
Supplemental Indenture has been duly taken; and

     

    WHEREAS, all acts
and things necessary to make the Notes, when executed by the Company and
completed, authenticated and delivered by the Trustee as provided in the
Original Indenture and this First Supplemental Indenture, the valid and binding
obligations of the Company and to constitute these presents a valid and binding
supplemental indenture and agreement according to its terms, have been done and
performed;

     

    NOW, THEREFORE,
THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

     

    That in
consideration of the premises and the issuance of the Notes, the Company
covenants and agrees with the Trustee, for the equal and proportionate benefit
of all Holders of the Notes, as follows:

     

    ARTICLE
I

     

    TERMS
AND ISSUANCE OF 83⁄8% NOTES DUE JUNE 15, 2032

     

    SECTION
1.01 Issue
of Notes.  A
series of Securities which shall be designated the “83⁄8% Notes due June 15, 2032”
(and which shall consist of the Series A Notes and the Exchange Notes) shall be
executed, authenticated and delivered in accordance with the provisions of, and
shall in all respects be subject to, the terms, conditions and covenants of the
Original Indenture, including without limitation the terms set forth in this
First Supplemental Indenture (including the form of Notes referred to in Section
2.02 hereof).  The aggregate principal amount of Notes which may be
authenticated and delivered under the Original Indenture shall not, except as
permitted by the provisions of the Original Indenture and this First
Supplemental Indenture, exceed $300,000,000.  The entire amount of
Notes may forthwith be executed by the Company and delivered to the Trustee and
shall be authenticated by the Trustee and delivered to or upon the order of the
Company pursuant to Section 303 of the Original Indenture.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
II

     

    FORMS;
TRANSFER AND EXCHANGE

     

    SECTION
2.01 Definitions.  For
purposes of this First Supplemental Indenture and the Notes, the following terms
shall have the meanings indicated below.  Terms used herein but not
defined shall have the meaning assigned to them in the Original
Indenture.

     

    “Additional
Interest” means all additional interest then owing pursuant to Section
6(a) of the Registration Rights Agreement.

     

    “Applicable
Procedures” means, with respect to any transfer or exchange of or for
beneficial  interests in any Global Note, the rules and procedures of
the Depositary, Euroclear and Clearstream that apply to such transfer or
exchange.

     

    “Broker-Dealer”
has the meaning set forth in the definition of “Participating Broker-Dealer” in
the Registration Rights Agreement.

     

    “Certificated
Note” means a certificated Note registered in the name of the Holder
thereof and issued in accordance with Section 2.04 hereof, in the form of
Exhibit A-1 hereto except that such Note shall not bear the Global Note Legend
and shall not have the “Schedule of Exchanges of Interests in the Global Note”
attached thereto.

     

    “Clearstream”
means Clearstream Banking, société anonyme, Luxembourg.

     

    “Depositary”
means, with respect to the Notes issuable or issued in whole or in part in
global form, the Person specified in Section 2.03 hereof as the Depositary with
respect to the Notes, and any and all successors thereto appointed as depositary
hereunder and having become such pursuant to the applicable provision of this
First Supplemental Indenture.

     

    “Distribution
Compliance Period” means the 40-day distribution compliance period as
defined in Regulation S.

     

    “Euroclear”
means Euroclear Bank S.A./NV, as operator of the Euroclear system.

     

    “Exchange
Notes” means the 83⁄8% Series B Notes due June 15, 2032, having terms
substantially identical to the Series A Notes, offered to the Holders of the
Series A Notes under the Exchange Offer Registration Statement.

     

    
      
        
        

      

      
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    “Exchange
Offer” means the offer that may be made by the Company pursuant to the
Registration Rights Agreement to the Holders of the Series A Notes to exchange
their Series A Notes for the Exchange Notes.

     

    “Exchange
Offer Registration Statement” means that certain registration statement
to be filed by the Company with the Commission to register the Exchange Notes
for issuance in the Exchange Offer.

     

    “Global
Note Legend” means the legend set forth in Section 2.04(g)(ii), which is
required to be placed on all Global Notes issued under this First Supplemental
Indenture.

     

    “Global
Notes” means, individually and collectively, each of the Restricted
Global Notes and the Unrestricted Global Notes, in the form of Exhibit A-1
hereto issued in accordance with Sections 2.02, 2.04(b), 2.04(d) or 2.04(f)
hereof.

     

    “Holder”
means a Person in whose name a Note is registered on the Registrar’s books; and
“Holders” means the Persons in whose names the Notes are registered on the
Registrar’s books.

     

    “Indirect
Participant” means a Person who holds a beneficial interest in a Global
Note through a Participant.

     

    “Initial
Purchaser” means Credit Suisse First Boston Corporation.

     

    “Letter
of Transmittal” means the letter of transmittal to be prepared by the
Company and sent to all Holders of the Series A Notes for use by such Holders in
connection with the Exchange Offer.

     

    “Non-U.S.
Person” means a person who is not a U.S. Person.

     

    “Note
Custodian” means the Trustee, as custodian with respect to the Notes in
global form, or any successor entity thereto.

     

    “Notes”
means the Series A Notes and the Exchange Notes.

     

    “Offering”
means the offering of the Series A Notes by the Company.

     

    “Participant”
means, with respect to DTC, Euroclear or Clearstream, a Person who has an
account with DTC, Euroclear or Clearstream, respectively (and, with respect to
DTC, shall include Euroclear and Clearstream).

     

    “Private
Placement Legend” means the legend set forth in Section 2.04(g)(i) to be
placed on all Notes except where otherwise permitted by the provisions of this
First Supplemental Indenture.

     

    “QIB”
means a “qualified institutional buyer” as defined in Rule 144A of the rules and
regulations promulgated by the Commission under the Securities Act.

     

    
      
        
        

      

      
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    “Registrar”
means the Security Registrar.

     

    “Registration
Rights Agreement” means that certain agreement among the Company and the
Initial Purchaser requiring the Company to file the Exchange Offer Registration
Statement and the Shelf Registration Statement.

     

    “Regulation
S” means Regulation S promulgated by the Commission under the Securities
Act.

     

    “Regulation
S Global Note” means a Regulation S Temporary Global Note or Regulation S
Permanent Global Note, as appropriate.

     

    “Regulation
S Permanent Global Note” means a permanent Global Note in the form of
Exhibit A-1 hereto bearing the Global Note Legend and the Private Placement
Legend and that has the “Schedule of Exchange of Interests in the Global Note”
attached thereto and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
principal amount of the Regulation S Temporary Global Note upon expiration of
the Distribution Compliance Period.

     

    “Regulation
S Temporary Global Legend” means the legend set forth in Section
2.04(g)(iii), which is required to be placed on the Regulation S Temporary
Global Note.

     

    “Regulation
S Temporary Global Note” means a temporary Global Note in the form of
Exhibit A-2 hereto bearing the Global Note Legend, the Private Placement Legend
and the Regulation S Temporary Global Legend set forth in Section 2.04(g)(iii)
and that has the “Schedule of Exchange of Interests in the Global Note” attached
thereto and deposited with or on behalf of and registered in the name of the
Depositary or its nominee, issued in a denomination equal to the outstanding
principal amount of the Notes initially sold in reliance on Rule 903 of
Regulation S.

     

    “Restricted
Certificated Note” means a Certificated Note bearing the Private
Placement Legend.

     

    “Restricted
Global Note” means a Global Note bearing the Private Placement Legend and
that bears the Global Note Legend and that has the “Schedule of Exchanges of
Interests in the Global Note” attached thereto and that is deposited with or on
behalf, and registered in the name, of the Depositary or its
nominee.

     

    “Rule
144” means Rule 144 promulgated by the Commission under the Securities
Act.

     

    “Rule
144A” means Rule 144A promulgated by the Commission under the Securities
Act.

     

    
      “Rule
144A Global Note” means the Global Note in the form of Exhibit A-1 hereto
bearing the Global Note Legend and the Private Placement Legend and that has the
“Schedule of Exchange of Interests in the Global Note” attached thereto and
deposited with and registered in the name of the Depositary or
its  nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule
144A.

       

    

    
      
        
        

      

      
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    “Rule
903” means Rule 903 of Regulation S promulgated by the Commission under
the Securities Act.

     

    “Rule
904” means Rule 904 of Regulation S promulgated by the Commission under
the Securities Act.

     

    “Securities
Act” means the Securities Act of 1933, as amended.

     

    “Series
A Notes”  means the $300,000,000 principal amount of 83⁄8% Notes
due June 15, 2032 issued in the Offering.

     

    “Shelf
Registration Statement”  means that certain shelf registration
statement filed by the Company in accordance with the Registration Rights
Agreement with the Commission to register resales of the Series A Notes or the
Exchange Notes.

     

    “Unrestricted
Certificated Note”  means one or more Certificated Notes that
do not bear and are not required to bear the Private Placement
Legend.

     

    “Unrestricted
Global Note”  means a permanent Global Note in the form of
Exhibit A-1 attached hereto that bears the Global Note Legend and that has the
“Schedule of Exchanges of Interests in the Global Note” attached thereto, and
that is deposited with or on behalf of and registered in the name of the
Depositary or its nominee, representing Notes that do not bear the Private
Placement Legend.

     

    “U.S.
Person”  means a U.S. person as defined in Rule 902(k) of
Regulation S promulgated by the SEC under the Securities Act.

     

    SECTION
2.02 Form
of Notes and Trustee’s Certificate of Authentication.  Notes
issued in global form shall be substantially in the form of Exhibit A-1 or A-2
(as applicable) attached hereto (including the Global Note Legend and the
“Schedule of Exchanges in the Global Note” attached thereto).  Notes
issued in definitive form shall be substantially in the form of Exhibit A-1
attached hereto (but without the Global Note Legend and without the “Schedule of
Exchanges of Interests in the Global Note” attached thereto).  The
form of the Trustee’s certificate of authentication shall be substantially as
set forth on Exhibit A-1 and Exhibit A-2 attached hereto.  Each Global
Note shall represent such of the Outstanding Notes as shall be specified therein
and each shall provide that it shall represent the aggregate principal amount of
Outstanding Notes from time to time endorsed thereon and that the aggregate
principal amount of Outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect transfers and
exchanges.  Any endorsement of a Global Note to reflect the amount of
any increase or decrease in the aggregate principal amount of outstanding Notes
represented thereby shall be made by the Trustee or the Note Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 2.04 hereof.  The terms of the Notes as
set forth in Exhibits A-1 and A-2 are incorporated herein by
reference.

     

    
      
        
        

      

      
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    Notes offered and
sold in reliance on Rule 144A shall be issued initially in the form of a Rule
144A Global Note, which shall be deposited on behalf of the purchasers of the
Notes represented thereby with the Trustee, at its Corporate Trust Office, as
custodian for the Depositary, and registered in the name of the Depositary or
the nominee of the Depositary for the accounts of such purchasers, duly executed
by the Company and authenticated by the Trustee as provided in the Original
Indenture.  Notes offered and sold in reliance on Regulation S shall
be issued initially in the form of the Regulation S Temporary Global Note, which
shall be deposited on behalf of the purchasers of the Notes represented thereby
with the Trustee, at its Corporate Trust Office, as custodian for the
Depositary, and registered in the name of the Depositary or the nominee of the
Depositary for the accounts of designated agents holding on behalf of Euroclear
or Clearstream, duly executed by the Company and authenticated by the Trustee as
provided in the Original Indenture.  The Distribution Compliance
Period shall be terminated upon the receipt by the Trustee of (i) written
certificates from Euroclear and Clearstream substantially  in the form
of Exhibit D hereto, together with copies of certificates from the account
holders thereof substantially in the form of Exhibit E hereto certifying that
they have received certification of non-United States beneficial ownership of
100% of the aggregate principal amount of the Regulation S Temporary Global Note
(except to the extent of any beneficial owners thereof who acquired an interest
therein during the Distribution Compliance Period pursuant to another exemption
from registration under the Securities Act and who will take delivery of a
beneficial ownership interest in a Rule 144A Global Note bearing a Private
Placement Legend, all as contemplated by Section 2.04(b)(iii) hereof), and (ii)
an Officers’ Certificate from the Company to the effect that the Distribution
Compliance Period has terminated.  Following the termination of the
Distribution Compliance Period, beneficial interests in the Regulation S
Temporary Global Note shall be exchanged for beneficial interests in Regulation
S Permanent Global Notes pursuant to the Applicable
Procedures.  Simultaneously with the authentication of Regulation S
Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary
Global Note.  The aggregate principal amount of the Regulation S
Temporary Global Note and the Regulation S Permanent Global Notes may from time
to time be increased or decreased by adjustments made on the records of the
Trustee and the Depositary or its nominee, as the case may be, in connection
with transfers of interest as hereinafter provided.

     

    The provisions of
the “Operating Procedures of the Euroclear System” and “Terms and Conditions
Governing Use of Euroclear” and the “General Terms and Conditions of
Clearstream” and “Customer Handbook” of Clearstream shall be applicable to
transfers of beneficial interests in the Regulation S Temporary Global Note and
the Regulation S Permanent Global Notes that are held by the members of or
participants in the Depositary through Euroclear or Clearstream.

     

    SECTION
2.03 Depository
and Note Custodian.  The
Company initially appoints The Depository Trust Company (“DTC”) to act as
Depositary with respect to the Global Notes.

     

    The Company
initially appoints the Trustee to act as the Registrar and Paying Agent and to
act as Note Custodian with respect to the Global Notes.

     

    SECTION
2.04 Transfer
and Exchange.

     

    
      
        
        

      

      
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    (a) Transfer
and Exchange of Global Notes.  A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary.  All Global Notes may be
exchanged by the Company for Certificated Notes if (i) the Company delivers to
the Trustee notice from the Depositary that it is unwilling or unable to
continue to act as Depositary or that it is no longer a clearing agency
registered under the Exchange Act and, in either case, a successor Depositary is
not appointed by the Company within 90 days after the date of such notice from
the Depositary, (ii) the Company in its sole discretion determines that the
Global Notes (in whole but not in part) should be exchanged for Certificated
Notes and delivers a written notice to such effect to the Trustee or (iii) an
Event of Default has occurred and is continuing and the Company delivers to the
Trustee notice that the Depositary is unwilling to continue to act as
Depositary; provided
that in no event shall the Regulation S Temporary Global Note be exchanged by
the Company for Certificated Notes prior to (x) the expiration of the
Distribution Compliance Period and (y) the receipt by the Registrar of the
certificates from the Depositary, Euroclear and Clearstream referred to in
clause (i) of the second paragraph of Section 2.02.  If a Default or
an Event of Default with respect to a Note occurs and is continuing, the Company
shall, at the request of the Holder thereof, exchange all or part of a Global
Note that is a Restricted Global Note or an Unrestricted Global Note, as the
case may be, for one or more Certificated Notes representing Series A Notes or
Exchange Notes, as the case may be; provided
that the principal amount of each of such Certificated Notes, and such Global
Note, after such exchange, shall be $1,000 or an integral multiple
thereof.  Whenever a Global Note is exchanged as a whole for one or
more Certificated Notes, it shall be surrendered by the Holder thereof to the
Trustee for cancellation.  Whenever a Global Note is exchanged in part
for one or more Certificated Notes, it shall be surrendered by the Holder
thereof to the Trustee and the Trustee shall make the appropriate notations to
the Schedule of Exchanges of Interests in the Global Note attached thereto
pursuant to Section 2.02 hereof.  A Global Note may not be exchanged
for another Note other than as provided in this Section 2.04(a), however,
beneficial interests in a Global Note may be transferred and exchanged as
provided in Section 2.04(b), (c) or (f) hereof.

     

    (b) Transfer
and Exchange of Beneficial Interests in the Global Notes.  The
transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with the provisions of this First
Supplemental Indenture and the Applicable Procedures.  Beneficial
interests in the Restricted Global Notes shall be subject to restrictions on
transfer comparable to those set forth herein to the extent required by the
Securities Act.  Transfers of beneficial interests in the Global Notes
also shall require compliance with either subparagraph (i) or (ii) below, as
applicable, as well as one or more of the other following subparagraphs as
applicable:

     

    (i) Transfer
of Beneficial Interests in the Same Global Note.  Beneficial
interests in any Restricted Global Note may be transferred to Persons who take
delivery thereof in the form of a beneficial interest in the same Restricted
Global Note in accordance with the transfer restrictions set forth in the
Private Placement Legend; provided,
however,
that prior to the expiration of the Distribution Compliance Period transfers of
beneficial interests in the Regulation S Temporary Global Note may not be made
to a U.S. Person or for the account or benefit of a U.S. Person (other than an
Initial Purchaser).  Beneficial interests in any Unrestricted Global
Note may be transferred to Persons who take delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note.  No written orders
or instructions shall be required to be delivered to the Registrar to effect the
transfers described in this Section 2.04(b)(i).

     

    
      
        
        

      

      
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    (ii) All
Other Transfers and Exchanges of Beneficial Interests in Global
Notes.  In connection with all transfers and exchanges of
beneficial interests (other than a transfer of a beneficial interest in a Global
Note to a Person who takes delivery thereof in the form of a beneficial interest
in the same Global Note), the transferor of such beneficial interest must
deliver to the Registrar either (A) (i) a written order from a Participant or an
Indirect Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to credit or cause to be credited a
beneficial interest in another Global Note in an amount equal to the beneficial
interest to be transferred or exchanged and (ii) instructions given in
accordance with the Applicable Procedures containing information regarding the
Participant account to be credited with such increase or (B) (i) a written order
from a Participant or an Indirect Participant given to the Depositary in
accordance with the Applicable Procedures directing the Depositary to cause to
be issued a Certificated Note in an amount equal to the beneficial interest to
be transferred or exchanged and (ii) instructions given by the Depositary to the
Registrar containing information regarding the Person in whose name such
Certificated Note shall be registered to effect the transfer or exchange
referred to in (i) above; provided
that in no event shall Certificated Notes be issued upon the transfer or
exchange of beneficial interests in the Regulation S Temporary Global Note prior
to (x) the expiration of the Distribution Compliance Period and (y) the receipt
by the Registrar of the certificates from the Depositary, Euroclear and
Clearstream referred to in clause (i) of the second paragraph of Section
2.02.  Upon an Exchange Offer by the Company in accordance with
Section 2.04(f) hereof, the requirements of this Section 2.04(b)(ii) shall be
deemed to have been satisfied upon receipt by the Registrar of the instructions
contained in the Letter of Transmittal or an agent’s message in lieu thereof in
accordance with the Applicable Procedures delivered by the holder of such
beneficial interests in the Restricted Global Notes.  Upon
satisfaction of all of the requirements for transfer or exchange of beneficial
interests in Global Notes contained in this First Supplemental Indenture, the
Notes and otherwise applicable under the Securities Act, the Trustee shall
adjust the principal amount of the relevant Global Note(s) pursuant to Section
2.04(a) hereof.

     

    (iii) Transfer
of Beneficial Interests to Another Restricted Global Note.  A
beneficial interest in any Restricted Global Note may be transferred to a Person
who takes delivery thereof in the form of a beneficial interest in another
Restricted Global Note if the transfer complies with the requirements of clause
(ii) above and the Registrar receives the following:

     

    (A) if the transferee
will take delivery in the form of a beneficial interest in the Rule 144A Global
Note, then the transferor must deliver a certificate in the form of Exhibit B
hereto, including the certifications in item (1) thereof;
and

     

    (B) if the transferee
will take delivery in the form of a beneficial interest in the Regulation S
Temporary Global Note or the Regulation S Permanent Global Note, then the
transferor must deliver a certificate in the form of Exhibit B hereto, including
the certifications in item (2) thereof.

     

    
      
        
        

      

      
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    (iv) Transfer
and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial
Interests in the Unrestricted Global Note.  A beneficial
interest in any Restricted Global Note may be exchanged by any holder thereof
for a beneficial interest in an Unrestricted Global Note or transferred to a
Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note if the exchange or transfer complies with the
requirements of clause (ii) above and:

     

    (A) such exchange or
transfer is effected pursuant to the Exchange Offer in accordance with the
Registration Rights Agreement and the holder of the beneficial interest to be
transferred, in the case of an exchange, or the transferee, in the case of a
transfer, is not (i) a Broker-Dealer, (ii) a Person participating in the
distribution of the Exchange Notes or (iii) a Person who is an affiliate (as
defined in Rule 144) of the Company;

     

    (B) any such transfer
is effected pursuant to the Shelf Registration Statement in accordance with the
Registration Rights Agreement;

     

    (C) any such transfer
is effected by a Broker-Dealer pursuant to the Exchange Offer Registration
Statement in accordance with the Registration Rights Agreement;
or

     

    (D) the Registrar
receives the following:

     

    (i) if the holder of
such beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for a beneficial interest in an Unrestricted Global Note, a
certificate from such holder in the form of Exhibit C hereto, including the
certifications in item (1)(a) thereof;

     

    (ii) if the holder of
such beneficial interest in a Restricted Global Note proposes to transfer such
beneficial interest to a Person who shall take delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note, a certificate from such
holder in the form of Exhibit B hereto, including the certifications in item (4)
thereof; and

     

    (iii) in each such case
set forth in this subparagraph (D), an Opinion of Counsel in form reasonably
acceptable to the Registrar to the effect that such exchange or transfer is in
compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are not required in order
to maintain compliance with the Securities Act.

     

    If any such
transfer is effected at a time when an Unrestricted Global Note has not yet been
issued, the Company shall issue and, upon receipt of an authentication order in
accordance with the Original Indenture, the Trustee shall authenticate one or
more Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of beneficial interests transferred pursuant to subparagraph
(A), (B), (C) or (D) above.

     

    
      
        
        

      

      
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    Beneficial
interests in an Unrestricted Global Note cannot be exchanged for, or transferred
to Persons who take delivery thereof in the form of, a beneficial interest in a
Restricted Global Note.

     

    (c) Transfer
or Exchange of Beneficial Interests for Certificated
Notes.

     

    (i) If any holder of a
beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for a Certificated Note or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Certificated
Note, then, upon receipt by the Registrar of the following
documentation:

     

    (A) if the holder of
such beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for a Certificated Note, a certificate from such holder in
the form of Exhibit C hereto, including the certifications in item (2)(a)
thereof;

     

    (B) if such beneficial
interest is being transferred to a QIB in accordance with Rule 144A under the
Securities Act, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (1) thereof;

     

    (C) if such beneficial
interest is being transferred to a Non-U.S. Person in an offshore transaction in
accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to
the effect set forth in Exhibit B hereto, including the certifications in item
(2) thereof;

     

    (D) if such beneficial
interest is being transferred pursuant to an exemption from the registration
requirements of the Securities Act in accordance with Rule 144 under the
Securities Act, a certificate to the effect set forth in Exhibit B hereto,
including the certification in item (3)(a) thereof;

     

    (E) if such beneficial
interest is being transferred to the Company, a certificate to the effect set
forth in Exhibit B hereto, including the certification in item (3)(b) thereof;
or

     

    (F) if such beneficial
interest is being transferred pursuant to an effective registration statement
under the Securities Act, a certificate to the effect set forth in Exhibit B
hereto, including the certification in item (3)(c)
thereof;

     

    the Trustee shall
cause the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.04(a) hereof, and the Company shall execute
and the Trustee shall authenticate and deliver to the Person designated in the
instructions a Certificated Note in the appropriate principal
amount.  Any Certificated Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.04(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant.  The Trustee shall deliver such Certificated
Notes to the Persons in whose names such Notes are so registered.  Any
Certificated Note issued in exchange for a beneficial interest in a Restricted
Global Note pursuant to this Section 2.04(c)(i) (other than subparagraph (F))
shall bear the Private Placement Legend and shall be subject to all restrictions
on transfer contained therein.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    (ii) Notwithstanding
Sections 2.04(c)(i)(A) and (C) hereof, a beneficial interest in the Regulation S
Temporary Global Note may not be (A) exchanged for a Certificated Note prior to
(x) the expiration of the Distribution Compliance Period and (y) the receipt by
the Registrar of the certificates from the Depositary, Euroclear and Clearstream
referred to in clause (i) of the second paragraph of Section 2.02 or (B)
transferred to a Person who takes delivery thereof in the form of a Certificated
Note prior to compliance with the conditions set forth in clause (A) above or
unless the transfer is pursuant to an exemption from the registration
requirements of the Securities Act other than Rule 903 or Rule
904.

     

    (iii) Notwithstanding
2.04(c)(i) hereof, a holder of a beneficial interest in a Restricted Global Note
may exchange such beneficial interest for an Unrestricted Certificated Note or
may transfer such beneficial interest to a Person who takes delivery thereof in
the form of an Unrestricted Certificated Note only if:

     

    (A) such exchange or
transfer is effected pursuant to the Exchange Offer in accordance with the
Registration Rights Agreement and the holder of such beneficial interest, in the
case of an exchange, or the transferee, in the case of a transfer, is not (i) a
Broker-Dealer, (ii) a Person participating in the distribution of the Exchange
Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the
Company;

     

    (B) any such transfer
is effected pursuant to the Shelf Registration Statement in accordance with the
Registration Rights Agreement;

     

    (C) any such transfer
is effected by a Broker-Dealer pursuant to the Exchange Offer Registration
Statement in accordance with the Registration Rights Agreement;
or

     

    (D) the Registrar
receives the following:

     

    (i) if the holder of
such beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for a Certificated Note that does not bear the Private
Placement Legend, a certificate from such holder in the form of Exhibit C
hereto, including the certifications in item (1)(b) thereof;

     

    (ii) if the holder of
such beneficial interest in a Restricted Global Note proposes to transfer such
beneficial interest to a Person who shall take delivery thereof in the form of a
Certificated Note that does not bear the Private Placement Legend, a certificate
from such holder in the form of Exhibit B hereto, including the certifications
in item (4) thereof; and

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    (iii) in each such case
set forth in this subparagraph (D), an Opinion of Counsel in form reasonably
acceptable to the Company, to the effect that such exchange or transfer is in
compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are not required in order
to maintain compliance with the Securities Act.

     

    (iv) If any holder of a
beneficial interest in an Unrestricted Global Note proposes to exchange such
beneficial interest for a Certificated Note or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Certificated
Note, then, upon satisfaction of the conditions set forth in Section 2.04(b)(ii)
hereof, the Trustee shall cause the aggregate principal amount of the applicable
Global Note to be reduced accordingly pursuant to Section 2.04(a) hereof, and
the Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Certificated Note in the appropriate
principal amount.  Any Certificated Note issued in exchange for a
beneficial interest pursuant to this Section 2.04(c)(iv) shall be registered in
such name or names and in such authorized denomination or denominations as the
holder of such beneficial interest shall instruct the Registrar through
instructions from the Depositary and the Participant or Indirect
Participant.  The Trustee shall deliver such Certificated Notes to the
Persons in whose names such Notes are so registered.  Any Certificated
Note issued in exchange for a beneficial interest pursuant to this Section
2.04(c)(iv) shall not bear the Private Placement Legend.  A beneficial
interest in an Unrestricted Global Note cannot be exchanged for a Certificated
Note bearing the Private Placement Legend or transferred to a Person who takes
delivery thereof in the form of a Certificated Note bearing the Private
Placement Legend.

     

    (d) Transfer
and Exchange of Certificated Notes for Beneficial
Interests.

     

    (i) If any Holder of a
Restricted Certificated Note proposes to (a) exchange such Note for a beneficial
interest in a Restricted Global Note, (b) transfer such Note to a Person who
takes delivery thereof in the form of a beneficial interest in a Restricted
Global Note, (c) transfer such Note to the Company, or (d) transfer such Note
pursuant to an effective registration statement under the Securities Act, then,
upon receipt by the Registrar of the following
documentation:

     

    (A) if the Holder of
such Restricted Certificated Note proposes to exchange such Note for a
beneficial interest in a Restricted Global Note, a certificate from such Holder
in the form of Exhibit C hereto, including the certifications in item (2)(b)
thereof;

     

    (B) if such
Certificated Note is being transferred to a QIB in accordance with Rule 144A
under the Securities Act, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (1) thereof;

     

    (C) if such
Certificated Note is being transferred to a Non-U.S. Person in an offshore
transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a
certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (2) thereof;

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    (D) if such
Certificated Note is being transferred pursuant to an exemption from the
registration requirements of the Securities Act in accordance with Rule 144
under the Securities Act, a certificate to the effect set forth in Exhibit B
hereto, including the certification in item (3)(a) thereof;

     

    (E) if such
Certificated Note is being transferred to the Company, a certificate to the
effect set forth in Exhibit B hereto, including the certification in item (3)(b)
thereof; or

     

    (F) if such
Certificated Note is being transferred pursuant to an effective registration
statement under the Securities Act, a certificate to the effect set forth in
Exhibit B hereto, including the certification in item (3)(c)
thereof;

     

    the Trustee shall
cancel the Certificated Note, increase or cause to be increased the aggregate
principal amount of, in the case of clauses (A), (D) and (E) above, the
appropriate Restricted Global Note, in the case of clause (B) above, the Rule
144A Global Note, in the case of clause (C) above, the Regulation S Global Note,
and in the case of clause (F) above, the Unrestricted Global Note.

     

    (ii) A Holder of a
Restricted Certificated Note may exchange such Note for a beneficial interest in
an Unrestricted Global Note or transfer such Restricted Certificated Note to a
Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note only if:

     

    (A) such exchange or
transfer is effected pursuant to the Exchange Offer in accordance with the
Registration Rights Agreement and the Holder, in the case of an exchange, or the
transferee, in the case of a transfer, is not (i) a Broker-Dealer, (ii) a Person
participating in the distribution of the Exchange Notes or (iii) a Person who is
an affiliate (as defined in Rule 144) of the Company;

     

    (B) any such transfer
is effected pursuant to the Shelf Registration Statement in accordance with the
Registration Rights Agreement;

     

    (C) any such transfer
is effected by a Broker-Dealer pursuant to the Exchange Offer Registration
Statement in accordance with the Registration Rights Agreement;
or

     

    (D) the Registrar
receives the following:

     

    (i) if the Holder of
such Restricted Certificated Note proposes to exchange such Note for a
beneficial interest in the Unrestricted Global Note, a certificate from such
Holder in the form of Exhibit C hereto, including the certifications in item
(1)(c) thereof;

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    (ii) if the Holder of
such Restricted Certificated Note proposes to transfer such Note to a Person who
shall take delivery thereof in the form of a beneficial interest in the
Unrestricted Global Note, a certificate from such Holder in the form of Exhibit
B hereto, including the certifications in item (4) thereof;
and

     

    (iii) in each such case
set forth in this subparagraph (D), an Opinion of Counsel in form reasonably
acceptable to the Company to the effect that such exchange or transfer is in
compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are not required in order
to maintain compliance with the Securities Act.

     

    Upon satisfaction
of the conditions of any of the subparagraphs in this Section 2.04(d)(ii), the
Trustee shall cancel the Certificated Notes and increase or cause to be
increased the aggregate principal amount of the Unrestricted Global
Note.

     

    (iii) A Holder of an
Unrestricted Certificated Note may exchange such Note for a beneficial interest
in an Unrestricted Global Note or transfer such Certificated Notes to a Person
who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note at any time.  Upon receipt of a request for
such an exchange or transfer, the Trustee shall cancel the applicable
Unrestricted Certificated Note and increase or cause to be increased the
aggregate principal amount of one of the Unrestricted Global
Notes.

     

    If any such
exchange or transfer from a Certificated Note to a beneficial interest is
effected at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an authentication order in accordance
with the Original Indenture, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of beneficial interests transferred pursuant to this Section
2.04(d).

     

    (e) Transfer
and Exchange of Certificated Notes for Certificated
Notes.  Upon request by a Holder of Certificated Notes and such
Holder’s compliance with the provisions of this Section 2.04(e), the Registrar
shall register the transfer or exchange of Certificated Notes.  Prior
to such registration of transfer or exchange, the requesting Holder shall
present or surrender to the Registrar the Certificated Notes duly endorsed or
accompanied by a written instruction of transfer in form satisfactory to the
Registrar duly executed by such Holder or by his attorney, duly authorized in
writing.  In addition, the requesting Holder shall provide any
additional certifications, documents and information, as applicable, pursuant to
the provisions of this Section 2.04(e).

     

    (i) Restricted
Certificated Notes may be transferred to and registered in the name of Persons
who take delivery thereof if the Registrar receives the
following:

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    (A) if the transfer
will be made pursuant to Rule 144A under the Securities Act, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (1) thereof; and

     

    (B) if the transfer
will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver
a certificate in the form of Exhibit B hereto, including the certifications in
item (2) thereof.

     

    (ii) Any Restricted
Certificated Note may be exchanged by the Holder thereof for an Unrestricted
Certificated Note or transferred to a Person or Persons who take delivery
thereof in the form of an Unrestricted Certificated Note if:

     

    (A) such exchange or
transfer is effected pursuant to the Exchange Offer in accordance with the
Registration Rights Agreement and the Holder, in the case of an exchange, or the
transferee, in the case of a transfer, is not (i) a Broker-Dealer, (ii) a Person
participating in the distribution of the Exchange Notes or (iii) a Person who is
an affiliate (as defined in Rule 144) of the Company;

     

    (B) any such transfer
is effected pursuant to the Shelf Registration Statement in accordance with the
Registration Rights Agreement;

     

    (C) any such transfer
is effected by a Broker-Dealer pursuant to the Exchange Offer Registration
Statement in accordance with the Registration Rights Agreement;
or

     

    (D) the Registrar
receives the following:

     

    (i) if the Holder of
such Restricted Certificated Note proposes to exchange such Note for an
Unrestricted Certificated Note, a certificate from such Holder in the form of
Exhibit C hereto, including the certifications in item (1)(d)
thereof;

     

    (ii) if the Holder of
such Restricted Certificated Note proposes to transfer such Note to a Person who
shall take delivery thereof in the form of an Unrestricted Certificated Note, a
certificate from such Holder in the form of Exhibit B hereto, including the
certifications in item (4) thereof; and

     

    (iii) in each such case
set forth in this subparagraph (D), an Opinion of Counsel in form reasonably
acceptable to the Company to the effect that such exchange or transfer is in
compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are not required in order
to maintain compliance with the Securities Act.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    (iii) A Holder of
Unrestricted Certificated Notes may transfer such Notes to a Person who takes
delivery thereof in the form of an Unrestricted Certificated Note at any
time.  Upon receipt of a request for such a transfer, the Registrar
shall register the Unrestricted Certificated Notes pursuant to the instructions
from the Holder thereof.  Unrestricted Certificated Notes cannot be
exchanged for or transferred to Persons who take delivery thereof in the form of
a Restricted Certificated Note.

     

    (f) Exchange
Offer.  Upon the occurrence of the Exchange Offer in accordance
with the Registration Rights Agreement, the Company shall issue and, upon
receipt of an authentication order in accordance with the Original Indenture,
the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
are not (x) Broker-Dealers, (y) Persons participating in the distribution of the
Exchange Notes or (z) Persons who are affiliates (as defined in Rule 144) of the
Company and accepted for exchange in the Exchange Offer and (ii) Certificated
Notes in an aggregate principal amount equal to the principal amount of the
Restricted Certificated Notes accepted for exchange in the Exchange
Offer.  Concurrent with the issuance of such Notes, the Trustee shall
cause the aggregate principal amount of the applicable Restricted Global Notes
to be reduced accordingly, and the Company shall execute and the Trustee shall
authenticate and deliver to the Persons designated by the Holders of
Certificated Notes so accepted Certificated Notes in the appropriate principal
amount.

     

    (g) Legends.  The
following legends shall appear on the face of all Global Notes and Certificated
Notes issued under this Indenture unless specifically stated otherwise in the
applicable provisions of this Indenture.

     

    (i) Private
Placement Legend.

     

    (A) Except as permitted
by subparagraph (B) below, each Global Note and each Certificated Note (and all
Notes issued in exchange therefor or substitution thereof) shall bear a legend
in substantially the following form:

     

    “THIS NOTE (OR ITS
PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND THIS
NOTE MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH
PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A THEREUNDER.

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    THE HOLDER OF THIS
NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) IN THE UNITED STATES TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, AND, IN EACH OF CASES (I) THROUGH (IV), IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO
IN CLAUSE (A) ABOVE.”

     

    (B) Notwithstanding the
foregoing, any Global Note or Certificated Note issued pursuant to subparagraphs
(b)(iv), (c)(i)(F), (c)(iii), (c)(iv), (d)(i)(F), (d)(ii), (d)(iii), (e)(ii),
(e)(iii) or (f) to this Section 2.04 (and all Notes issued in exchange therefor
or substitution thereof) shall not bear the Private Placement
Legend.

     

    (ii) Global
Note Legend.  Each Global Note shall bear a legend in
substantially the following form:

     

    “THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS
SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES
REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE
THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.  EVERY SECURITY
AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE
FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE
FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    UNLESS THIS
SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE
& CO.  OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.”

     

    (iii) Regulation
S Temporary Global Note Legend.  The Regulation S Temporary
Global Note shall bear a legend in substantially the following
form:

     

    “THE RIGHTS
ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND
PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN
THE SUPPLEMENT TO THE INDENTURE (AS DEFINED HEREIN) RELATING TO THIS GLOBAL
NOTE.  NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION
S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST
HEREON.”

     

    ARTICLE
III

     

    CERTAIN
AMENDMENTS TO THE ORIGINAL INDENTURE

     

    SECTION
3.01 Modification
of Section 1104 in Respect of the Senior Notes.  Notwithstanding
the terms of Section 1104 of the Original Indenture, if the Company elects to
redeem any of the Outstanding Notes, the notice of redemption required to be
furnished pursuant to Section 1104 of the Original Indenture does not need to
specify the Redemption Price (which will be the Make-Whole Price (as such term
is defined in the form of Note attached hereto as Exhibit A)), but such notice
of redemption may instead specify the manner of calculation of the Make-Whole
Price.  In such event, the Company shall notify the Trustee of the
Make-Whole Price with respect to such redemption promptly after the calculation
thereof, and the Trustee shall not be responsible for such
calculation.

     

    SECTION
3.02 Amendment
to Section 205 of the Original Indenture.  From
and after the date of this First Supplemental Indenture, Section 205 of the
Original Indenture shall be amended by deleting such provision in its entirety
and replacing it with the following:

     

    Section
2.05  Form of Trustee’s Certificate of Authentication.

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    The Trustee’s certificates of
authentication shall be in substantially the following form:

     

    This is one of the Securities of the
series designated therein referred to in the within-mentioned
Indenture.

    
       

      
        
          
            	 	

                    JPMORGAN
      CHASE BANK,

                    AS
      TRUSTEE

                  	 
	 	 	 	 
	 	 	 	 
	 	

                    By: 

                  	 	 
	 	 	Authorized
      Officer	 
	 	 	 	 
	 	 	 	 


          

           

        

      

    

    ARTICLE
IV

     

    MISCELLANEOUS

     

    SECTION
4.01 Execution
as Supplemental Indenture.  This
First Supplemental Indenture is executed and shall be construed as an indenture
supplemental to the Original Indenture and, as provided in the Original
Indenture, this First Supplemental Indenture forms a part
thereof.  Except as herein expressly otherwise defined, the use of the
terms and expressions herein is in accordance with the definitions, uses and
constructions contained in the Original Indenture.

     

    SECTION
4.02 Responsibility
for Recitals, Etc.  The
recitals herein and in the Notes (except in the Trustee’s certificate of
authentication) shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for the correctness thereof.  The Trustee
makes no representations as to the validity or sufficiency of this First
Supplemental Indenture or of the Notes.  The Trustee shall not be
accountable for the use or application by the Company of the Notes or of the
proceeds thereof.

     

    SECTION
4.03 Provisions
Binding on Company’s Successors.  All
the covenants, stipulations, promises and agreements in this First Supplemental
Indenture contained by the Company shall bind its successors and assigns whether
so expressed or not.

     

    SECTION
4.04 New
York Contract.  THIS
FIRST SUPPLEMENTAL INDENTURE AND EACH NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     

    SECTION
4.05 Execution
and Counterparts.  This
First Supplemental Indenture may be executed with counterpart signature pages or
in any number of counterparts, each of which shall be an original but such
counterparts shall together constitute but one and the same
instrument.

     

    SECTION
4.06 Capitalized
Terms.  Capitalized
terms not otherwise defined in this First Supplemental Indenture shall have the
respective meanings assigned to them in the Original
Indenture.

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

    IN WITNESS WHEREOF,
said EL PASO NATURAL GAS COMPANY has caused this First Supplemental Indenture to
be executed in its corporate name by its Chairman of the Board or its President
or one of its Vice Presidents, and said JPMORGAN CHASE BANK has caused this
First Supplemental Indenture to be executed in its corporate name by one of its
Assistant Vice Presidents as of June 10, 2002.

    :

     

     

    
      
        	 	EL PASO
      NATURAL GAS COMPANY	 
	 	 	 	 
	 	 	 	 
	 	

                By: 

              	     /s/
      H. Brent Austin	 
	 	 	Name:  H.
      Brent Austin 	 
	 	 	Title:  
      Executive Vice President and Chief Financial Officer	 
	 	 	 	 


      

    

     

    This is one of the
Securities of the series designated therein referred to in the within-mentioned
Indenture.

     

    
      
        
          	 	

                  JPMORGAN
      CHASE BANK

                	 
	 	 	 	 
	 	 	 	 
	 	

                  By: 

                	     /s/
      Richard Lorenzen	 
	 	 	Name: 
      Richard Lorenzen	 
	 	 	Title: 
       Assistant Vice President	 
	 	 	 	 


        

      

    

     

      


    
      
         


      

      
        -20-

        
          

        

      

      
         


      

    


    EXHIBIT
A-1

     

    (Face of
Note)

     

    [THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS
SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES
REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE
THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.  EVERY SECURITY
AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE
FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE
FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

     

    UNLESS THIS
SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO.  OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE
& CO.  OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]*

     

    EL
PASO NATURAL GAS COMPANY

     

    83⁄8% [SERIES B] NOTE
DUE JUNE 15, 2032

     

    NO. U.S.$          

     

    CUSIP No.
283695BJ2

     

    EL PASO NATURAL GAS
COMPANY, a corporation duly incorporated and existing under the laws of Delaware
(herein called the “Company,” which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to   , or registered assigns, the principal sum
of  United States Dollars [or such other principal sum as shall be set
forth on the Schedule of Exchanges of Interests in the Global Note annexed
hereto]* on June
15, 2032, and to pay interest thereon from June 10, 2002, or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on June 15 and December 15 in each year, commencing December
15, 2002, at the rate of 83⁄8% per annum, until the principal hereof is paid or
made available for payment.

     

      
        

      

    

    *           Insert
in Global Notes only.

     

    
      
        
        

      

      
        A1-1

        
          

        

      

      
        
        

      

    

    The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the June 1
or December 1 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date.  Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date and shall either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice of which shall be given to
Holders of Securities of this series not less than 10 days prior to such Special
Record Date, or be paid at such time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in such Indenture.

     

    [Payment of the
principal of and premium, if any, and interest on this Security will be made by
transfer of immediately available funds to a bank account in New York, New York
designated by the Holder in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts.]*

     

    [Payment of the
principal of (and premium, if any) and interest on this Security will be made at
the office or agency of the Company maintained for that purpose in the Borough
of Manhattan, The City of New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts, or at such other offices or agencies as the Company
may designate; provided, however, that payment of
interest may be made at the option of the Company by check mailed to the
addresses of the Persons entitled thereto as such addresses shall appear in the
Security Register.]**

     

    Reference is hereby
made to the further provisions of this Security set forth on the reverse hereof,
which further provisions shall for all purposes have the same effect as if set
forth at this place.

     

    Unless the
certificate of authentication hereon has been executed by the Trustee referred
to on the reverse hereof by manual signature, this Security shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

     

     

     

     

      
        

      

    

    *           Insert
in Global Notes only.

    **         Insert
in Certificated Notes only.

    

      IN
WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

       

      Dated:

      
        
          	 	EL PASO
      NATURAL GAS COMPANY	 
	 	 	 	 
	 	 	 	 
	 	

                  By: 

                	 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


        

      

       

      This is one of the
Securities of the series designated therein referred to in the within-mentioned
Indenture.

       

      
        
          
            	 	

                    JPMORGAN
      CHASE BANK,

                    AS
      TRUSTEE

                  	 
	 	 	 	 
	 	 	 	 
	 	

                    By: 

                  	 	 
	 	 	Authorized
      Officer	 
	 	 	 	 
	 	 	 	 


          

        

      

       

        


        
          
             


          

          
            A1-2

            
              

            

          

          
             


          

        



    

    (Back of
Note)

     

    EL PASO NATURAL GAS
COMPANY

     

    83⁄8% [Series B] Note
due June 15, 2032

     

    [THIS NOTE (OR ITS
PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND THIS
NOTE MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH
PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A THEREUNDER.THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT
OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II)
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904
UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND,
IN EACH OF CASES (I) THROUGH (IV), IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF
THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A)
ABOVE.]***

     

    This Security is
one of a duly authorized issue of Securities of the Company (the “Securities”),
issued and to be issued in one or more series under an Indenture dated as of
November 13, 1996 (as supplemented through the date hereof, the “Indenture”),
between the Company and JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank), as Trustee (the “Trustee,” which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, obligations, duties and immunities thereunder of the
Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and
delivered.  As provided in the Indenture, the Securities may be issued
in one or more series, which different series may be issued in various aggregate
principal amounts, may provide for re-opening in the future to issue additional
Securities of the series without the consent or approval of the holders of
Outstanding Securities, may mature at different times, may bear interest, if
any, at different rates, may be subject to different redemption provisions, if
any, may be subject to different sinking, purchase or analogous funds, if any,
may be subject to different covenants and Events of Default and may

     

     

      
        
***           Insert
only in Restricted Global Notes and Restricted Certificates
Notes.

    

     

    
      
        
        

      

      
        A1-3

        
          

        

      

      
        
        

      

    

    otherwise vary as
in the Indenture provided or permitted. This Security is one of a series of
Securities designated on the face hereof limited in aggregate principal amount
to U.S. $300,000,000, except that in accordance with the provisions of the
Indenture the series of Securities may be reopened in the future without the
consent of the holders of the then Outstanding Securities to issue additional
Securities of this series.

     

    The Securities of
this series are redeemable, upon not less than 30 nor more than 60 days’ notice
by mail, as a whole or in part, at the option of the Company at any time at the
“Make-Whole Price.”  As used herein, the term “Make-Whole Price” means
an amount equal to the greater of:

     

    
      	
               
      

            	
              (1)

            	
              100% of the
      principal amount of the Securities of this series to be redeemed;
      and

            


    

     

    
      	
               
      

            	
              (2)

            	
              as determined
      by an Independent Investment Banker, the sum of the present values of the
      remaining scheduled payments of principal and interest on the Securities
      to be redeemed (not including any portion of such payments of interest
      accrued as of the Redemption Date) discounted back to the Redemption Date
      on a semi-annual basis (assuming a 360-day year consisting of twelve
      30-day months) at the Treasury Rate (as defined below) plus 50 basis
      points.

            


    

     

    plus, in the case
of both (1) and (2), accrued and unpaid interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the
Indenture.  On and after the applicable Redemption Date, interest will
cease to accrue on the Securities of this series to be redeemed, unless a
default is made in payment of the Make-Whole Price.

     

    “Comparable
Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining
term of the Securities of this series to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Securities of this series.

     

    “Comparable
Treasury Price” means, with respect to any Redemption Date, (1) the average of
four Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest of such Reference Treasury Dealer Quotations,
or (2) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Reference Treasury Dealer
Quotations.

     

    “Independent
Investment Banker” means Credit Suisse First Boston Corporation and its
successors, or, if such firm or the successors, if any, to such firm, as the
case may be, are unwilling or unable to select the Comparable Treasury Issue, an
independent investment banking institution of national standing appointed by the
Trustee after consultation with the Company.

     

    “Reference Treasury
Dealer” means Credit Suisse First Boston Corporation and three additional
primary U.S. government securities dealers in New York City (each a “Primary
Treasury Dealer”) selected by the Trustee after consultation with the Company,
and their respective successors (provided,
however,
that if any such firm or any such successor, as the case may be, shall cease to
be a primary U.S. government securities dealer in New York City, the Trustee,
after consultation with the Company, shall substitute therefor another Primary
Treasury Dealer).

     

    
      
        
        

      

      
        A1-4

        
          

        

      

      
        
        

      

    

    “Reference Treasury
Dealer Quotations” means, with respect to each Reference Treasury Dealer and any
Redemption Date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m. on the third Business Day preceding such Redemption
Date.

     

    “Treasury Rate”
means, with respect to any redemption date, (1) the yield, under the heading
which represents the average for the immediately preceding week, appearing in
the most recently published statistical release designated “H.15(519)” or any
successor publication that is published weekly by the Board of Governors of the
Federal Reserve System and that establishes yields on actively traded United
States Treasury securities adjusted to constant maturity under the caption
“Treasury Constant Maturities,” for the maturity corresponding to the Comparable
Treasury Issue (if no maturity is within three months before or after the Stated
Maturity, yields for the two published maturities most closely corresponding to
the Comparable Treasury Issue shall be determined, and the Treasury Rate shall
be interpolated or extrapolated from such yields on a straight-line basis,
rounding to the nearest month) or (2) if such release (or any successor release)
is not published during the week preceding the calculation date or does not
contain such yields, the rate per annum equal to the semi-annual equivalent
yield to maturity of the Comparable Treasury Issue, calculated using a price for
the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption
Date.  The Treasury Rate shall be calculated on the third Business Day
preceding the Redemption Date.

     

    In the event of
redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.

     

    If an Event of
Default with respect to the Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the
Indenture.

     

    The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities of each series to be affected under the Indenture
at any time by the Company and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the Outstanding Securities of all
series to be affected (voting as one class).  The Indenture also
contains provisions permitting the Holders of a majority in aggregate principal
amount of the Outstanding Securities of all affected series (voting as one
class), on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the
Indenture.  The Indenture permits, with certain exceptions as therein
provided, the Holders of a majority in aggregate principal amount of Securities
of any series then Outstanding to waive past defaults under the Indenture with
respect to such series and their consequences.  Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.

     

    
      
        
        

      

      
        A1-5

        
          

        

      

      
        
        

      

    

    As provided in and
subject to the provisions of the Indenture, the Holder of this Security shall
not have the right to institute any proceeding with respect to the Indenture or
for the appointment of a receiver or trustee or for any other remedy thereunder,
unless such Holder shall have previously given the Trustee written notice of a
continuing Event of Default with respect to the Securities of this series, the
Holders of not less than 25% in principal amount of the Securities of this
series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered
the Trustee reasonable indemnity and the Trustee shall not have received from
the Holders of a majority in principal amount of the Securities of this series
at the time Outstanding a direction inconsistent with such request, and shall
have failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity.  The foregoing shall not apply
to any suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or interest hereon on or after the respective due
dates expressed herein.

     

    Holders shall have
a right to receive Additional Interest with respect to the Securities of this
series under certain circumstances set forth in the Registration Rights
Agreement dated as of the date hereof between the Company and Credit Suisse
First Boston Corporation.

     

    No reference herein
to the Indenture and no provision of this Security or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Security at the times, place(s) and rate, and in the coin or currency, herein
prescribed.

     

    This Global
Security or portion hereof may not be exchanged for Definitive Securities except
in the limited circumstances provided in the Indenture.

     

    The holders of
beneficial interests in this Global Security will not be entitled to receive
physical delivery of Definitive Securities except as described in the Indenture
and will not be considered the Holders hereof for any purpose under the
Indenture.]*

     

    [As provided in the
Indenture and subject to certain limitations set forth, the transfer of this
Security is registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of the Company in
the Borough of Manhattan, The City of New York, or at such other offices or
agencies as the Company may designate, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for a like aggregate
principal amount, will be issued to the designated transferee or
transferees.]**

     

    
      
        

      

    

    *           Insert
in Global Notes only.

    **         Insert
in Certificates Notes only.

     

    
      
        
        

      

      
        A1-6

        
          

        

      

      
        
        

      

    

    The Securities of
this series are issuable only in registered form, without coupons, in
denominations of U.S. $1,000 and any integral multiple thereof.  As
provided in the Indenture and subject to certain limitations therein set forth,
the Securities of  this  series  are exchangeable
for a like aggregate principal amount of Securities of this series and of like
tenor of a different authorized denomination, as requested by the Holder
surrendering the same.

     

    No service charge
shall be made for any such registration of transfer or exchange, but the Company
may require payment of a sum sufficient to cover any transfer tax or other
similar governmental charge payable in connection therewith.

     

    Prior to due
presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.

     

    No recourse under
or upon any obligation, covenant or agreement of or contained in the Indenture
or of or contained in any Security, or for any claim based thereon or otherwise
in respect thereof, or in any Security, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or of any successor Person, either directly or through the Company or
any successor Person, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment, penalty or otherwise; it being
expressly understood that all such liability is hereby expressly waived and
released by the acceptance hereof and as a condition of, and as part of the
consideration for, the Securities and the execution of the
Indenture.

     

    The Indenture
provides that the Company (a) will be discharged from any and all obligations in
respect of the Securities (except for certain obligations described in the
Indenture), or (b) need not comply with certain restrictive covenants of the
Indenture, in each case if the Company deposits, in trust, with the Trustee
money or U.S. Government Obligations (or a combination thereof) which through
the payment of interest thereon and principal thereof in accordance with their
terms will provide money, in an amount sufficient to pay all the principal of
and interest of the Securities, but such money need not be segregated from other
funds except to the extent required by law.

     

    This
Security shall be governed by and construed in accordance with the laws of the
State of New York.

     

    All terms used in
this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.

     


    
      
         


      

      
        A1-7

        
          

        

      

      
         


      

    


    [FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto

     

     

      
        

      

    

    (Please Print or
Typewrite Name and Address of Assignee)

     

    the within
instrument of EL PASO NATURAL GAS COMPANY and does hereby irrevocably constitute
and appoint ________________________ Attorney to transfer said instrument on the
books of the within-named Company, with full power of substitution in the
premises.

     

    Please Insert
Social Security or

    Other Identifying
Number of Assignee:

    
       

       

      
        	 	 
	 	 
	Dated:  	

                (Signature)

              


      

    

     

     

    NOTICE:  The signature to
this assignment must correspond with the name as written upon the face of the
within instrument in every particular, without alteration or enlargement or any
change whatever.]**

     

    [SCHEDULE OF
EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

     

    The following
exchanges of a part of this Global Note for an interest in another Global Note
or for a Certificated Note, or exchanges of a part of another Global Note or
Certificated Note for an interest in this Global Note, have been
made:

     

    
      	
              Date of
      Exchange

            	
              Amount of
      decrease in principal amount of this Global Note

            	
              Amount of
      increase in principal amount of this Global Note

            	
              Principal
      amount of this Global Note following such decrease (or
      increase)

            	
              Signature of authorized
      signatory of Trustee or Note Custodian]*

            


    

     

     

     

     

     

     

     

     

     

     

    
      
        

      

    

    *           Insert
in Global Notes only.

    **           Insert
in Certificated Notes only.

     


    
      
         


      

      
        A1-8

        
          

        

      

      
         


      

    


    EXHIBIT
A-2

     

    (Face of Regulation
S Temporary Global Note)

     

    [THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS
SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES
REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE
THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.  EVERY SECURITY
AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE
FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE
FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

     

    UNLESS THIS
SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO.  OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE
& CO.  OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]*

     

    EL
PASO NATURAL GAS COMPANY

     

    83⁄8% [SERIES B] NOTE
DUE JUNE 15, 2032

     

    NO. U.S.$          

     

    CUSIP No.
U5326AAA8

     

    EL PASO NATURAL GAS
COMPANY, a corporation duly incorporated and existing under the laws of Delaware
(herein called the “Company,” which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to                                         ,
or registered assigns, the principal sum of                                        United
States Dollars [or such other principal sum as shall be set forth on the
Schedule of Exchanges of Interests in the Global Note annexed hereto]* on June
15, 2032, and to pay interest thereon from June 10, 2002, or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on December 15 and June 15  in

     

     

      
        

      

    

    *           Insert
in Global Notes only.

     

    
      
        
        

      

      
        A2-1

        
          

        

      

      
        
        

      

    

    each year,
commencing December 15, 2002, at the rate of 83⁄8% per annum, until the principal
hereof is paid or made available for payment.  The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
December 1 or June 1 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date.  Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date and shall either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice of which shall be given to
Holders of Securities of this series not less than 10 days prior to such Special
Record Date, or be paid at such time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in such Indenture.

     

    [Payment of the
principal of and premium, if any, and interest on this Security will be made by
transfer of immediately available funds to a bank account in New York, New York
designated by the Holder in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts.]*

     

    [Payment of the
principal of (and premium, if any) and interest on this Security will be made at
the office or agency of the Company maintained for that purpose in the Borough
of Manhattan, The City of New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts, or at such other offices or agencies as the Company
may designate; provided, however, that payment of
interest may be made at the option of the Company by check mailed to the
addresses of the Persons entitled thereto as such addresses shall appear in the
Security Register.]**

     

    Reference is hereby
made to the further provisions of this Security set forth on the reverse hereof,
which further provisions shall for all purposes have the same effect as if set
forth at this place.

     

    Unless the
certificate of authentication hereon has been executed by the Trustee referred
to on the reverse hereof by manual signature, this Security shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

     

     

    
      
        
*           Insert
in Global Notes only.

    

    **           Insert
in Certificated Notes only.

     


    
      
         


      

      
        A2-2

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

     

    Dated:

    
      
        	 	EL
      PASO NATURAL GAS COMPANY	 
	 	 	 	 
	 	 	 	 
	 	

                By: 

              	 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


      

    

     

    This is one of the
Securities of the series designated therein referred to in the within-mentioned
Indenture.

     

    
      
        
          	 	

                  JPMORGAN
      CHASE BANK,

                  AS
      TRUSTEE

                	 
	 	 	 	 
	 	 	 	 
	 	

                  By: 

                	 	 
	 	 	Authorized
      Officer	 
	 	 	 	 
	 	 	 	 


        

      

    

     

      

     

     

     


    
      
         


      

      
        A2-3

        
          

        

      

      
         


      

    


    (Back of Regulation
S Temporary Global Note)

     

    EL PASO NATURAL GAS
COMPANY

     

    83⁄8% [Series B] Note
Due June 15, 2032

     

    THE RIGHTS
ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND
PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN
THE SUPPLEMENT TO THE INDENTURE (AS DEFINED HEREIN) RELATING TO THIS GLOBAL
NOTE.  NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION
S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST
HEREON.

     

    THIS NOTE (OR ITS
PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND THIS
NOTE MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH
PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A THEREUNDER.

     

    THE HOLDER OF THIS
NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) IN THE UNITED STATES TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, AND, IN EACH OF CASES (I) THROUGH (IV), IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO
IN CLAUSE (A) ABOVE.

     

    This Security is
one of a duly authorized issue of Securities of the Company (the “Securities”),
issued and to be issued in one or more series under an Indenture dated as of
November 13, 1996 (as supplemented through the date hereof, the “Indenture”),
between the Company and JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank), as Trustee (the “Trustee,” which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, obligations, duties and immunities thereunder of the
Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and
delivered.  As provided in the Indenture, the Securities 

    
      
        
        

      

      
        A2-4

        
          

        

      

      
        
        

      

    

    may be issued in
one or more series, which different series may be issued in various aggregate
principal amounts, may provide for re-opening in the future to issue additional
Securities of the series without the consent or approval of the holders of
Outstanding Securities, may mature at different times, may bear interest, if
any, at different rates, may be subject to different redemption provisions, if
any, may be subject to different sinking, purchase or analogous funds, if any,
may be subject to different covenants and Events of Default and may otherwise
vary as in the Indenture provided or permitted.  This Security is one
of a series of Securities designated on the face hereof limited in aggregate
principal amount to U.S. $300,000,000, except that in accordance with the
provisions of the Indenture the series of Securities may be reopened in the
future without the consent of the holders of the then Outstanding Securities to
issue additional Securities of this series.

     

    The Securities of
this series are redeemable, upon not less than 30 nor more than 60 days’ notice
by mail, as a whole or in part, at the option of the Company at any time at the
“Make-Whole Price.”  As used herein, the term “Make-Whole Price” means
an amount equal to the greater of:

     

    
      	
               
      

            	
              (1)

            	
              100% of the
      principal amount of the Securities to be redeemed;
  and

            


    

     

    
      	
               
      

            	
              (2)

            	
              as determined
      by an Independent Investment Banker, the sum of the present values of the
      remaining scheduled payments of principal and interest on the Securities
      to be redeemed (not including any portion of such payments of interest
      accrued as of the Redemption Date) discounted back to the Redemption Date
      on a semi-annual basis (assuming a 360-day year consisting of twelve
      30-day months) at the Treasury Rate (as defined below) plus 50 basis
      points.

            


    

     

    plus, in the case
of both (1) and (2), accrued and unpaid interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the
Indenture.  On and after the applicable Redemption Date, interest will
cease to accrue on the Securities of this series to be redeemed, unless a
default is made in payment of the Make-Whole Price.

     

    “Comparable
Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining
term of the Securities of this series to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Securities of this series.

     

    “Comparable
Treasury Price” means, with respect to any Redemption Date, (1) the average of
four Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest of such Reference Treasury Dealer Quotations,
or (2) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Reference Treasury Dealer
Quotations.

     

    
      
        
        

      

      
        A2-5

        
          

        

      

      
        
        

      

    

    “Independent
Investment Banker” means Credit Suisse First Boston Corporation and its
successors, or, if such firm or the successors, if any, to such firm, as the
case may be, are unwilling or unable to select the Comparable Treasury Issue, an
independent investment banking institution of national standing appointed by the
Trustee after consultation with the Company.

     

    “Reference Treasury
Dealer” means Credit Suisse First Boston Corporation and three additional
primary U.S. government securities dealers in New York City (each a “Primary
Treasury Dealer”) selected by the Trustee after consultation with the Company,
and their respective successors (provided,
however,
that if any such firm or any such successor, as the case may be, shall cease to
be a primary U.S. government securities dealer in New York City, the Trustee,
after consultation with the Company, shall substitute therefor another Primary
Treasury Dealer).

     

    “Reference Treasury
Dealer Quotations” means, with respect to each Reference Treasury Dealer and any
Redemption Date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m. on the third Business Day preceding such Redemption
Date.

     

    “Treasury Rate”
means, with respect to any Redemption Date, (1) the yield, under the heading
which represents the average for the immediately preceding week, appearing in
the most recently published statistical release designated “H.15(519)” or any
successor publication that is published weekly by the Board of Governors of the
Federal Reserve System and that establishes yields on actively traded United
States Treasury securities adjusted to constant maturity under the caption
“Treasury Constant Maturities,” for the maturity corresponding to the Comparable
Treasury Issue (if no maturity is within three months before or after the Stated
Maturity, yields for the two published maturities most closely corresponding to
the Comparable Treasury Issue shall be determined, and the Treasury Rate shall
be interpolated or extrapolated from such yields on a straight-line basis,
rounding to the nearest month) or (2) if such release (or any successor release)
is not published during the week preceding the calculation date or does not
contain such yields, the rate per annum equal to the semi-annual equivalent
yield to maturity of the Comparable Treasury Issue, calculated using a price for
the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption
Date.  The Treasury Rate shall be calculated on the third Business Day
preceding the Redemption Date.

     

    In the event of
redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.

     

    If an Event of
Default with respect to the Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the
Indenture.

     

    
      
        
        

      

      
        A2-6

        
          

        

      

      
        
        

      

    

    The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities of each series to be affected under the Indenture
at any time by the Company and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the Outstanding Securities of all
series to be affected (voting as one class).  The Indenture also
contains provisions permitting the Holders of a majority in aggregate principal
amount of the Outstanding Securities of all affected series (voting as one
class), on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the
Indenture.  The Indenture permits, with certain exceptions as therein
provided, the Holders of a majority in aggregate principal amount of Securities
of any series then Outstanding to waive past defaults under the Indenture with
respect to such series and their consequences.  Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.

     

    As provided in and
subject to the provisions of the Indenture, the Holder of this Security shall
not have the right to institute any proceeding with respect to the Indenture or
for the appointment of a receiver or trustee or for any other remedy thereunder,
unless such Holder shall have previously given the Trustee written notice of a
continuing Event of Default with respect to the Securities of this series, the
Holders of not less than 25% in principal amount of the Securities of this
series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered
the Trustee reasonable indemnity and the Trustee shall not have received from
the Holders of a majority in principal amount of the Securities of this series
at the time Outstanding a direction inconsistent with such request, and shall
have failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity.  The foregoing shall not apply
to any suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or interest hereon on or after the respective due
dates expressed herein.

     

    Holders shall have
a right to receive Additional Interest with respect to the Securities of this
series under certain circumstances set forth in the Registration Rights
Agreement dated as of the date hereof between the Company and Credit Suisse
First Boston Corporation.

     

    No reference herein
to the Indenture and no provision of this Security or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Security at the times, place(s) and rate, and in the coin or currency, herein
prescribed.

     

    [This Global
Security or portion hereof may not be exchanged for Definitive Securities except
in the limited circumstances provided in the Indenture.

     

    The holders of
beneficial interests in this Global Security will not be entitled to receive
physical delivery of Definitive Securities except as described in the Indenture
and will not be considered the Holders hereof for any purpose under the
Indenture.]*

     

    [As provided in the
Indenture and subject to certain limitations set forth, the transfer of this
Security is registrable in the Security Register, upon surrender of this
Security for

    
      

    


    *           Insert
in Global Notes only.

     

    
      
        
        

      

      
        A2-7

        
          

        

      

      
        
        

      

    

    registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, or at such other offices or agencies as the Company may designate, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series and of like tenor, of authorized
denominations and for a like aggregate principal amount, will be issued to the
designated transferee or transferees.]**

     

    The Securities of
this series are issuable only in registered form, without coupons, in
denominations of U.S. $1,000 and any integral multiple thereof.  As
provided in the Indenture and subject to certain limitations therein set forth,
the Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

     

    No service charge
shall be made for any such registration of transfer or exchange, but the Company
may require payment of a sum sufficient to cover any transfer tax or other
similar governmental charge payable in connection therewith.

     

    Prior to due
presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.

     

    No recourse under
or upon any obligation, covenant or agreement of or contained in the Indenture
or of or contained in any Security, or for any claim based thereon or otherwise
in respect thereof, or in any Security, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or of any successor Person, either directly or through the Company or
any successor Person, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment, penalty or otherwise; it being
expressly understood that all such liability is hereby expressly waived and
released by the acceptance hereof and as a condition of, and as part of the
consideration for, the Securities and the execution of the
Indenture.

     

    The Indenture
provides that the Company (a) will be discharged from any and all obligations in
respect of the Securities (except for certain obligations described in the
Indenture), or (b) need not comply with certain restrictive covenants of the
Indenture, in each case if the Company deposits, in trust, with the Trustee
money or U.S. Government Obligations (or a combination thereof) which through
the payment of interest thereon and principal thereof in accordance with their
terms will provide money, in an amount sufficient to pay all the principal of
and interest of the Securities, but such money need not be segregated from other
funds except to the extent required by law.

     

    
      
        

      

    

    **           Insert
in Certificated Notes only.

     

    
      
        
        

      

      
        A2-8

        
          

        

      

      
        
        

      

    

    This
Security shall be governed by and construed in accordance with the laws of the
State of New York.

     

    All terms used in
this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.

     

     

     

     

     

     


    
      
         


      

      
        A2-9

        
          

        

      

      
         


      

    


    [FOR VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto

     

     

      
        

      

    

    (Please Print or Typewrite Name and
Address of Assignee)

     

    the within
instrument of EL PASO NATURAL GAS COMPANY and does hereby irrevocably constitute
and appoint ________________________ Attorney to transfer said instrument on the
books of the within-named Company, with full power of substitution in the
premises.

     

    Please Insert
Social Security or

    Other Identifying
Number of Assignee:

     

    
    

     

    
      	 	 
	 	 
	Dated:  	

              (Signature)

            


    

     

    
 

     

                                                                   

     

     

    NOTICE:  The signature to
this assignment must correspond with the name as written upon the face of the
within instrument in every particular, without alteration or enlargement or any
change whatever.]**

     

    [SCHEDULE OF
EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

     

    The following
exchanges of a part of this Global Note for an interest in another Global Note
or for a Certificated Note, or exchanges of a part of another Global Note or
Certificated Note for an interest in this Global Note, have been
made:

     

    
      	
              Date of
      Exchange

            	
              Amount of
      decrease in principal amount of this Global Note

            	
              Amount of
      increase in principal amount of this Global Note

            	
              Principal
      amount of this Global Note following such decrease (or
      increase)

            	
              Signature of authorized
      signatory of Trustee or Note Custodian]*

            


    

     

     

     

    
      
        

      

    

    *           Insert
in Global Notes only.

    **         Insert
in Certificated Notes only.

     

     

     


    
      
         


      

      
        A2-10

        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    FORM
OF CERTIFICATE OF TRANSFER

     

    JPMorgan Chase
Bank

    Corporate Trust
Office

    450 West 33rd
Street

    New York,
NY  10001

     

    Attention:  Institutional
Trust Services

     

    [Registrar address
block]

     

    Re:           83⁄8%
Notes due June 15, 2032 of El Paso Natural Gas Company

     

    Reference is hereby
made to the Indenture, dated as of November 13, 1996 (the “Indenture”),
between El Paso Natural Gas Company, as issuer (the “Issuer”),
and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as
trustee, as supplemented by the First Supplemental Indenture thereto, dated as
of June 10, 2002 (collectively, the “Indenture”).  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

     

    ______________,
(the “Transferor”)
owns and proposes to transfer the Note[s] or interest in such Note[s] specified
in Annex A hereto, in the principal amount of $___________ in such Note[s] or
interests (the “Transfer”),
to  __________ (the “Transferee”),
as further specified in Annex A hereto.  In connection with the
Transfer, the Transferor hereby certifies that:

     

    [CHECK ALL THAT
APPLY]

     

    1.           □           Check
if Transferee will take delivery of a beneficial interest in the Rule 144A
Global Note or a Certificated Note pursuant to Rule 144A.  The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the United States Securities Act of 1933, as amended (the “Securities
Act”), and, accordingly, the Transferor hereby further certifies that the
beneficial interest or Certificated Note is being transferred to a Person that
the Transferor reasonably believed and believes is purchasing the beneficial
interest or Certificated Note for its own account, or for one or more accounts
with respect to which such Person exercises sole investment discretion, and such
Person and each such account is a “qualified institutional buyer” within the
meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and
such Transfer is in compliance with any applicable blue sky securities laws of
any state of the United States.  Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Certificated Note will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the 144A Global
Note and/or the Certificated Note and in the Indenture and the Securities
Act.

     

    
      
        
        

      

      
        B1-1

        
          

        

      

      
        
        

      

    

    2.           □           Check
if Transferee will take delivery of a beneficial interest in the Regulation S
Temporary Global Note, the Regulation S Permanent Global Note or a Certificated
Note pursuant to Regulation S.  The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act
and, accordingly, the Transferor hereby further certifies that (i) the Transfer
is not being made to a person in the United States and (x) at the time the buy
order was originated, the Transferee was outside the United States or such
Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act, and (iv) if the proposed transfer is being
made prior to the expiration of the Distribution Compliance Period, the transfer
is not being made to a U.S. Person or for the account or benefit of a U.S.
Person (other than an Initial Purchaser).  Upon consummation of the
proposed transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Certificated Note will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Regulation S
Permanent Global Note, the Regulation S Temporary Global Note and/or the
Certificated Note and in the Indenture and the Securities Act.

     

    3.           □           Check
and complete if Transferee will take delivery of a beneficial interest in a
Restricted Global Note, Unrestricted Global Note (in the case of clause (c)) or
a Restricted Certificated Note pursuant to any provision of the Securities Act
other than Rule 144A or Regulation S.  The Transfer is being
effected in compliance with the transfer restrictions applicable to beneficial
interests in Restricted Global Notes and Restricted Certificated Notes and
pursuant to and in accordance with the Securities Act and any applicable blue
sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):

     

    (a)           □           such
Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act;

     

    or

     

    (b)           □           such
Transfer is being effected to the Company or a Subsidiary of the
Company;

     

    or

     

    (c)           □           such
Transfer is being effected pursuant to an effective registration statement under
the Securities Act and in compliance with the prospectus delivery requirements
of the Securities Act.

     

    4.           □           Check
if Transferee will take delivery of a beneficial interest in an Unrestricted
Global Note or of an Unrestricted Certificated Note.

     

    
      
        
        

      

      
        B1-2

        
          

        

      

      
        
        

      

    

    (a)           □           Check
if Transfer is pursuant to Rule 144.  (i) The Transfer is being
effected pursuant to and in accordance with Rule 144 under the Securities Act
and in compliance with the transfer restrictions contained in the Indenture and
any applicable blue sky securities laws of any state of the United States and
(ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act.  Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Certificated Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Certificated Notes and in the Indenture.

     

    (b)           □           Check
if Transfer is Pursuant to Regulation S.  (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act.  Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Certificated Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Certificated Notes and in the Indenture.

     

    This certificate
and the statements contained herein are made for your benefit and for the
benefit of the Company and Credit Suisse First Boston Corporation, the initial
purchaser of the Notes being transferred (the “Initial
Purchaser”).  We acknowledge that you, the Company and the Initial
Purchaser will rely upon our confirmations, acknowledgments and agreements set
forth herein, and we agree to notify you promptly in writing if any of our
representations or warranties herein ceases to be accurate and
complete.

     

    
       

      
         

        
          	 	

                  

                    

                      [Insert Name
      of Transferor]

                    

                  

                
	 	 	 
	 	 	 
	 	 By:	 
	 	 	

                  Name:

                
	 	 	

                  Title:

                
	 	 


        

         

      

    

     

    Dated:
_____________________, ______

     

    cc:     Company

         
Initial Purchaser

     

     

     


    
      
         


      

      
        B1-3

        
          

        

      

      
         


      

    


    ANNEX
A TO CERTIFICATE OF TRANSFER

     

    1.           The
Transferor owns and proposes to transfer the following:

     

    [CHECK
ONE OF (a) OR (b)]

     

    (a)           □           a
beneficial interest in the:

     

    (i)           □           Rule
144A Global Note (CUSIP 283695BJ2), or

     

    (ii)           □           Regulation
S Global Note (CUSIP U5326AAA8), or

     

    (b)           □           a
Restricted Certificated Note.

     

    2.           After
the Transfer the Transferee will hold:

     

    [CHECK
ONE]

     

    (a)           □           a
beneficial interest in the:

     

    (i)           □           Rule
144A Global Note (CUSIP 283695BJ2), or

     

    (ii)           □           Regulation
S Global Note (CUSIP U5326AAA8), or

     

    (iii)           □           Unrestricted
Global Note (CUSIP  ); or

     

    (b)           □           a
Restricted Certificated Note; or

     

    (c)           □           an
Unrestricted Certificated Note,

     

    in accordance with
the terms of the Indenture.

     


    
      
         


      

      
        B1-4

        
          

        

      

      
         


      

    


    EXHIBIT
C

     

    FORM
OF CERTIFICATE OF EXCHANGE

     

    JPMorgan Chase
Bank

    Corporate Trust
Office

    450 W. 33rd
Street

    New York,
NY  10001

    Attention:  Institutional
Trust Services

    [Registrar address
block]

     

    Re:           83⁄8%
Notes due June 15, 2032 of El Paso Natural Gas Company

     

    Reference is hereby
made to the Indenture, dated as of November 13, 1996 (the “Indenture”),
between El Paso Natural Gas Company, as issuer (the “Issuer”),
and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as
trustee, as supplemented by the First Supplemental Indenture thereto, dated as
of June 10, 2002 (collectively, the “Indenture”).  Capitalized terms
used but not defined herein shall have the meanings given to them in the
Indenture.

     

    , (the “Owner”)
owns and proposes to exchange the Note[s] or interest in such Note[s] specified
herein, in the principal amount of $____________ in such Note[s] or interests
(the “Exchange”).  In
connection with the Exchange, the Owner hereby certifies
that:

     

    1.           Exchange
of Restricted Certificated Notes or Beneficial Interests in a Restricted Global
Note for Unrestricted Certificated Notes or Beneficial Interests in an
Unrestricted Global Note

     

    (a)           □           Check
if Exchange is from beneficial interest in a Restricted Global Note to
beneficial interest in an Unrestricted Global Note.  In
connection with the Exchange of the Owner’s beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner’s own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the United States
Securities Act of 1933, as amended (the “Securities
Act”), (iii) the restrictions on transfer contained in the Indenture and
the Private Placement Legend are not required in order to maintain compliance
with the Securities Act and (iv) the beneficial interest in an Unrestricted
Global Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.

     

    (b)           □           Check
if Exchange is from beneficial interest in a Restricted Global Note to
Unrestricted Certificated Note.  In connection with the
Exchange of the Owner’s beneficial interest in a Restricted Global Note for an
Unrestricted Certificated Note, the Owner hereby certifies (i) the Certificated
Note is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Unrestricted Certificated Note
is being acquired in compliance with any applicable blue sky securities laws of
any state of the United States.

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

    (c)           □           Check
if Exchange is from Restricted Certificated Note to beneficial interest in an
Unrestricted Global Note.  In connection with the Owner’s
Exchange of a Restricted Certificated Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Certificated Notes and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

     

    (d)           □           Check
if Exchange is from Restricted Certificated Note to Unrestricted Certificated
Note.  In connection with the Owner’s Exchange of a Restricted
Certificated Note for an Unrestricted Certificated Note, the Owner hereby
certifies (i) the Unrestricted Certificated Note is being acquired for the
Owner’s own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to Restricted Certificated
Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the Unrestricted Certificated Note is being acquired in compliance with
any applicable blue sky securities laws of any state of the United
States.

     

    2.           Exchange
of Restricted Certificated Notes or Beneficial Interests in Restricted Global
Notes for Restricted Certificated Notes or Beneficial Interests in Restricted
Global Notes

     

    (a)           □           Check
if Exchange is from beneficial interest in a Restricted Global Note to
Restricted Certificated Note.  In connection with the Exchange
of the Owner’s beneficial interest in a Restricted Global Note for a Restricted
Certificated Note with an equal principal amount, the Owner hereby certifies
that the Restricted Certificated Note is being acquired for the Owner’s own
account without transfer.  Upon consummation of the proposed Exchange
in accordance with the terms of the Indenture, the Restricted Certificated Note
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Certificated Note and in
the Indenture and the Securities Act.

     

    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    

    (b)           □           Check
if Exchange is from Restricted Certificated Note to beneficial interest in a
Restricted Global Note.  In connection with the Exchange of the
Owner’s Restricted Certificated Note for a beneficial interest in the [CHECK
ONE] □ Rule 144A Global Note, □ Regulation S Permanent Global Note, □ Regulation
S Temporary Global Note, with an equal principal amount, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner’s own
account without transfer and (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Restricted Global Notes and
pursuant to and in accordance with the Securities Act, and in compliance with
any applicable blue sky securities laws of any state of the United
States.  Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the beneficial interest issued will be subject to
the restrictions on transfer enumerated in the Private Placement Legend printed
on the relevant Restricted Global Note and in the Indenture and the Securities
Act.

     

    This certificate
and the statements contained herein are made for your benefit and the benefit of
the Issuer and Credit Suisse First Boston Corporation, the initial purchaser of
the Notes being exchanged (the “Initial Purchaser”).  We acknowledge
that you, the Issuers and the Initial Purchaser will rely upon our
confirmations, acknowledgments and agreements set forth herein, and we agree to
notify you promptly in writing if any of our representations or warranties
herein ceases to be accurate and complete.

     

    
       

      
        	 	

                

                  [Insert Name
      of Owner]

                

              
	 	 	 
	 	 	 
	 	 By:	 
	 	 	

                Name:

              
	 	 	

                Title:

              
	 	 


      

       

      Dated:
_____________________, ______

    

     

    cc:  
Issuer

        Initial
Purchaser

     


    
      
         


      

      
        C-3

        
          

        

      

      
         


      

    


    EXHIBIT
D

     

    [FORM
OF CERTIFICATE TO BE GIVEN BY

     

    THE
EUROCLEAR OPERATOR, CLEARSTREAM

     

    AND/OR
ANY OTHER RELEVANT CLEARING SYSTEM]

     

    CERTIFICATE

     

    83⁄8%
Notes due June 15, 2032 of El Paso Natural Gas Company

     

    Represented by Regulation S
Temporary Global Note No. _____.

     

    This is to certify
that, based solely on certifications we have received in writing, by tested
telex or by electronic transmission from member organizations appearing in our
records as persons being entitled to a portion of the principal amount set forth
below (our “Member
Organizations”), as of the date hereof, ____________ principal amount of
the above-captioned Securities (i) is owned by persons that are not citizens or
residents of the United States, domestic partnerships, domestic corporations or
any estate or trust the income of which is subject to United States Federal
income taxation regardless of its source (“United
States persons”), (ii) is owned by United States persons that are (a)
foreign branches of United States financial institutions (as defined in the
applicable U.S. Treasury Regulations Section) (“financial
institutions”) purchasing for their own account or for resale, or (b)
United States persons who acquired the Securities through foreign branches of
United States financial institutions and who hold the Securities through such
United States financial institutions on the date hereof (and in either case (a)
or (b), each such United States financial institution has agreed, on its own
behalf or through its agent, that we may advise El Paso Corporation (the “Issuer”)
or the Issuer’s agent that it will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the U.S. Internal Revenue Code of 1986, as amended,
and the regulations thereunder), or (iii) is owned by United States or foreign
financial institutions for purposes of resale during the restricted period (as
defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and such
United States or foreign financial institutions described in clause (iii) above
(whether or not also described in clause (i) or (ii)) have certified that they
have not acquired the Securities for purposes of resale directly or indirectly
to a United States person or to a person within the United States or its
possessions.

     

    As used herein,
“United
States” means the United States of America (including the States and the
District of Columbia); and its “possessions”
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

     

    We further certify
(i) that we are not making available herewith for exchange any portion of the
temporary Global Note representing the above-captioned Securities excepted in
the above-referenced certificates of Member Organizations and (ii) that as of
the date hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith are no
longer true and cannot be relied upon as the date hereof.

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    

    We understand that
this certification is required in connection with certain tax laws and, if
applicable, certain securities laws of the United States.  In
connection therewith, if administrative or legal proceedings are commenced or
threatened in connection with which this certification is or would be relevant,
we irrevocably authorize you to produce this certification to any interested
party in such proceedings.

     


    
      
         


      

      
        D-2

        
          

        

      

      
         


      

    


    Dated:  _________________________,
19

     

    [To be dated no
earlier than [insert Exchange Date]]

    
       

      
        	 	

                

                  [EUROCLEAR
      S.A./N.V.,

                  as Operator
      of the Euroclear System]

                

              
	 	 	 
	 	[CLEARSTREAM]
	 	 
	 	[OTHER]
	 	 
	 	 By:	 
	 	 	

                Name:

              
	 	 	

                Title:

              
	 	 


      

    

     


    
      
         


      

      
        D-3

        
          

        

      

      
         


      

    


    EXHIBIT
E

     

    [FORM
OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT

     

    HOLDER
OF THE EUROCLEAR OPERATOR, CLEARSTREAM

     

    AND/OR
ANY OTHER RELEVANT CLEARING SYSTEM]

     

    CERTIFICATE

     

    83⁄8%
Notes due June 15, 2032 of El Paso Natural Gas Company

     

    Represented by Regulation S
Temporary Global Note No. _____.

     

    This is to certify
that as of the date hereof, and except as set forth below, the above-captioned
Securities held by you for our account (i) are owned by person(s) that are not
citizens or residents of the United States, domestic partnerships, domestic
corporations or any estate or trust the income of which is subject to United
States Federal income taxation regardless of its source (“United
States person(s)”), (ii) are owned by United States person(s) that are
(a) foreign branches of United States financial institutions (as defined in the
applicable U.S. Treasury Regulations Section) (“financial
institutions”) purchasing for their own account or for resale, or (b)
United States person(s) who acquired the Securities through foreign branches of
United States financial institutions and who hold the Securities through such
United States financial institutions on the date hereof (and in either case (a)
or (b), each such United States financial institution hereby agrees, on its own
behalf or through its agent, that you may advise El Paso Corporation (the “Issuer”)
or the Issuer’s agent that it will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the U.S. Internal Revenue Code of 1986, as amended,
and the regulations thereunder), or (iii) are owned by United States or foreign
financial institution(s) for purposes of resale during the restricted period (as
defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in
addition if the owner of the Securities is a United States or foreign financial
institution described in clause (iii) above (whether or not also described in
clause (i) or (ii)) such financial institution has not acquired the Securities
for purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions.

     

    As used herein,
“United
States” means the United States of America (including the States and the
District of Columbia); and its “possessions”
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

     

    We undertake to
advise you promptly by tested telex on or prior to the date on which you intend
to submit your certification relating to the Securities held by you for our
account in accordance with your Applicable Procedures if any applicable
statement herein is not correct on such date, and in the absence of any such
notification it may be assumed that this certification applies as of such
date.

     

    This certification
excepts and does not relate to
$                                    of
such interest in the above-captioned Securities in respect of which we are not
able to certify and as to which we understand exchange for beneficial interests
in a permanent Global Note or exchange and delivery of definitive Securities
cannot be made until we do so certify.

     

    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    

    We understand that
this certification is required in connection with certain tax laws and, if
applicable, certain securities laws of the United States.  In
connection therewith, if administrative or legal proceedings are commenced or
threatened in connection with which this certification is or would be relevant,
we irrevocably authorize you to produce this certification to any interested
party in such proceedings.

     


    
      
         


      

      
        E-2

        
          

        

      

      
         


      

    


    Dated:
__________________________, 20

     

    [To be dated no
earlier than the 10th day before [insert Exchange Date]]

     

     

    
      	 	

              [NAME OF
      ACCOUNT HOLDER]

            
	 	 	 
	 	 	 
	 	 By:	 
	 	 	 (Authorized
      Signatory)
	 	 	

              Name:

            
	 	 	

              Title:

            
	 	 


    

     

     

                                                                    

     

     

     

     

     

     

    E-3