<PAGE>

                                                                    EXHIBIT 4.19











                               EL PASO CORPORATION


                                       AND


                             _____________________,





                                AS WARRANT AGENT


                              ---------------------





                                WARRANT AGREEMENT





                          DATED AS OF ________________





                              ---------------------





                          WARRANTS TO PURCHASE _______





                              ---------------------







<PAGE>




                                TABLE OF CONTENTS


<Table>
<Caption>

                                                                                                               PAGE
                                                                                                               ----

<S>                                                                                                            <C>
                                                     ARTICLE 1
                                       ISSUANCE OF WARRANTS AND EXECUTION AND
                                          DELIVERY OF WARRANT CERTIFICATES

SECTION 1.01             Issuance of Warrants....................................................................2
SECTION 1.02             Execution and Delivery of Warrant Certificates..........................................2
SECTION 1.03             Issuance of Warrant Certificates........................................................3

                                                     ARTICLE 2
                                  WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

SECTION 2.01             Warrant Price...........................................................................4
SECTION 2.02             Duration of Warrants....................................................................4
SECTION 2.03             Exercise of Warrants....................................................................4

                                                     ARTICLE 3
                             OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT

SECTION 3.01             No Rights as Warrant Securityholder Conferred by Warrant or Warrant
                         Certificates............................................................................5
SECTION 3.02             Lost, Mutilated, Stolen, or Destroyed Warrant Certificates..............................6
SECTION 3.03             Enforcement of Rights...................................................................6
SECTION 3.04             Merger, Consolidation, Conveyance or Transfer...........................................6

                                                     ARTICLE 4
                                               EXCHANGE AND TRANSFER

SECTION 4.01             Exchange and Transfer...................................................................7
SECTION 4.02             Treatment of Holders of Warrant Certificates............................................8
SECTION 4.03             Cancellation of Warrant Certificates....................................................8

                                                     ARTICLE 5
                                            CONCERNING THE WARRANT AGENT

SECTION 5.01             Warrant Agent...........................................................................9
SECTION 5.02             Conditions of Warrant Agent's Obligations...............................................9
SECTION 5.03             Resignation and Appointment of Successor...............................................10
</Table>

                                      -i-
<PAGE>
<Table>
<S>                                                                                                             <C>
                                                     ARTICLE 6
                                                   MISCELLANEOUS

SECTION 6.01             Amendment..............................................................................12
SECTION 6.02             Notices and Demands to the Company and Warrant Agent...................................12
SECTION 6.03             Addresses..............................................................................12
SECTION 6.04             Applicable Law.........................................................................12
SECTION 6.05             Delivery of Prospectus.................................................................12
SECTION 6.06             Obtaining of Governmental Approval.....................................................12
SECTION 6.07             Persons Having Rights under Warrant Agreement..........................................13
SECTION 6.08             Headings...............................................................................13
SECTION 6.09             Counterparts...........................................................................13
SECTION 6.10             Inspection of Agreement................................................................13
SECTION 6.11             Notices to Holders of Warrants.........................................................13

TESTIMONIUM......................................................................................
SIGNATURES.......................................................................................

EXHIBIT A - Form of Warrant Certificate
</Table>



                                      -ii-
<PAGE>



                              WARRANT AGREEMENT(1)

                  THIS AGREEMENT dated as of between EL PASO CORPORATION, a
corporation duly organized and existing under the laws of the State of Delaware
(the "Company"), and ___________________, a [bank] [trust company] duly
incorporated and existing under the laws of ________________, as Warrant Agent
(the "Warrant Agent"),

                  Bracketed language here and throughout this Agreement should
be inserted as follows:

                  1.       If Warrants are immediately detachable from the
                           Offered Securities; and

                  2.       If Warrants are detachable from the Offered
                           Securities only after the Detachable Date.

                                   WITNESSETH:

                  [WHEREAS, the Company has entered into an Indenture dated as
of _____________ (the "Senior Indenture") between the Company and
______________, as Trustee (the "Senior Indenture Trustee"), and an Indenture
dated as of ____________ (the "Subordinated Indenture") between the Company and
_____________, as Trustee (the "Subordinated Indenture Trustee") (together, the
"Trustees" or "Trustee" and "Indentures" or "Indenture"), providing for the
issuance from time to time of its unsecured debt securities to be issued in one
or more series as provided in the Indenture; and]

                  WHEREAS, the Company proposes to sell [title of such
securities being offered] (the "Offered Securities") with one or more warrants
(the "Warrants") representing the right to purchase [title of such securities
purchasable through exercise of Warrants] (the "Warrant Securities"), the
Warrants to be evidenced by Warrant certificates issued pursuant to this
Agreement (the "Warrant Certificates"); and

                  WHEREAS, the Company desires the Warrant Agent to act on
behalf of the Company in connection with the issuance, transfer, exchange,
exercise and replacement of the Warrant Certificates, and in this Agreement
wishes to set forth, among other things, the form and provisions of the Warrant
Certificates and the terms and conditions on which they may be issued,
transferred, exchanged, exercised and replaced;

                  NOW, THEREFORE, in consideration of the premises and of the
mutual agreements herein contained, the parties hereto agree as follows:


--------
(1) Complete or modify the provisions of this form as appropriate to reflect the
terms of the Warrants and Warrant Securities. Monetary amounts may be in U.S.
dollars in a foreign currency.

<PAGE>

                                   ARTICLE 1
                       ISSUANCE OF WARRANTS AND EXECUTION
                      AND DELIVERY OF WARRANT CERTIFICATES

                  SECTION 1.01 Issuance of Warrants. The Warrants shall be
evidenced by one or more Warrant Certificates. Each Warrant evidenced thereby
shall represent the right, subject to the provisions contained herein and
therein, to purchase [_____ shares of the Warrant Securities] [ aggregate
principal amount of Warrant Securities ] and shall be initially issued in
connection with the issuance of the Offered Securities [1: and shall be
separately transferable immediately thereafter] [2: but shall not be separately
transferable until on and after , (the "Detachable Date")]. The Warrants shall
be initially issued [in units] with the Offered Securities, and each Warrant
[included in such a unit] shall evidence the right, subject to the provisions
contained herein and in the Warrant Certificates, to purchase [_____ shares of
the Warrant Securities] [ aggregate principal amount of Warrant Securities]
[included in such a unit].

                  SECTION 1.02 Execution and Delivery of Warrant Certificates.
Each Warrant, whenever issued, shall be evidenced by a Warrant Certificate in
registered form, substantially in the form set forth in Exhibit A hereto, shall
be dated and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as the officers of the Company executing the same may approve (execution
thereof to be conclusive evidence of such approval) and as are not inconsistent
with the provisions of this Agreement, or as may be required to comply with any
law or with any rule or regulation made pursuant thereto or with any rule or
regulation of any stock exchange on which the Warrants may be listed, or to
conform to usage. The Warrant Certificates shall be signed on behalf of the
Company by its chairman or vice chairman of the Board of Directors, the
president, any managing director or the treasurer of the Company, in each case
under its corporate seal, which may but need not be, attested by its Secretary
or one of its Assistant Secretaries. Such signatures may be manual or facsimile
signatures of such authorized officers and may be imprinted or otherwise
reproduced on the Warrant Certificates. The corporate seal of the Company may be
in the form of a facsimile thereof and may be impressed, affixed, imprinted or
otherwise reproduced on the Warrant Certificates.

                  No Warrant Certificate shall be valid for any purpose, and no
Warrant evidenced thereby shall be exercisable, until such Warrant Certificate
has been countersigned by the Warrant Agent by manual signature. Such signature
by the Warrant Agent upon any Warrant Certificate executed by the Company shall
be conclusive evidence, and the only evidence, that the Warrant Certificate so
countersigned has been duly issued hereunder.

                  In case any officer of the Company who shall have signed any
of the Warrant Certificates either manually or by facsimile signature shall
cease to be such officer before the Warrant Certificates so signed shall have
been countersigned and delivered by the Warrant Agent as provided herein, such
Warrant Certificates may be countersigned and delivered notwithstanding that the
person who signed such Warrant Certificates ceased to be such officer of the
Company; and any Warrant Certificate may be signed on behalf of the Company by
such persons as, at the actual date of the execution of such Warrant
Certificate, shall be the proper officers of the Company, although at the date
of the execution of this Agreement any such person was not such officer.



                                      -2-
<PAGE>


                  The term "Holder", when used with respect to any Warrant
Certificate, shall mean any person in whose name at the time such Warrant
Certificate shall be registered upon the books to be maintained by the Warrant
Agent for that purpose [2: or, prior to the Detachable Date, any person in whose
name at the time the Offered Security to which such Warrant Certificate is
attached is registered upon the register of the Offered Securities. Prior to the
Detachable Date, the Company will, or will cause the registrar of the Offered
Securities to, make available at all times to the Warrant Agent such information
as to holders of the Offered Securities with Warrants as may be necessary to
keep the Warrant Agent's records up to date.]

                  SECTION 1.03 Issuance of Warrant Certificates. Warrant
Certificates evidencing the right to purchase [_____ shares of the Warrant
Securities] [an aggregate principal amount not exceeding aggregate principal
amount of Warrant Securities] (except as provided in Sections 2.03, 3.02 and
4.01) may be executed by the Company and delivered to the Warrant Agent upon the
execution of this Warrant Agreement or from time to time thereafter. The Warrant
Agent shall, upon receipt of Warrant Certificates duly executed on behalf of the
Company, countersign Warrant Certificates evidencing ___________ Warrants
representing the right to purchase up to [_____shares of the Warrant Securities]
[______________ aggregate principal amount of Warrant Securities] and shall
deliver such Warrant Certificates to or upon the order of the Company.
Subsequent to such original issuance of the Warrant Certificates, the Warrant
Agent shall countersign a Warrant Certificate only if the Warrant Certificate is
issued in exchange or substitution for one or more previously countersigned
Warrant Certificates or in connection with their transfer as hereinafter
provided or as provided in the antepenultimate paragraph of Section 2.03.

                  Pending the preparation of definitive Warrant Certificates
evidencing Warrants, the Company may execute and the Warrant Agent shall
countersign and deliver temporary Warrant Certificates evidencing such Warrants
(printed, lithographed, typewritten or otherwise produced, in each case in form
satisfactory to the Warrant Agent). Such temporary Warrant Certificates shall be
issuable substantially in the form of the definitive Warrant Certificates but
with such omissions, insertions and variations as may be appropriate for
temporary Warrant Certificates, all as may be determined by the Company with the
concurrence of the Warrant Agent. Such temporary Warrant Certificates may
contain such reference to any provisions of this Warrant Agreement as may be
appropriate. Every such temporary Warrant Certificate shall be executed by the
Company and shall be countersigned by the Warrant Agent upon the same conditions
and in substantially the same manner, and with like effect, as the definitive
Warrant Certificates. Without unreasonable delay, the Company shall execute and
shall furnish definitive Warrant Certificates and thereupon such temporary
Warrant Certificates may be surrendered in exchange therefor without charge
pursuant to and subject to the provisions of Section 4.01, and the Warrant Agent
shall countersign and deliver in exchange for such temporary Warrant
Certificates definitive Warrant Certificates of authorized denominations
evidencing a like aggregate number of Warrants evidenced by such temporary
Warrant Certificates. Until so exchanged, such temporary Warrant Certificates
shall be entitled to the same benefits under this Warrant Agreement as
definitive Warrant Certificates.



                                      -3-
<PAGE>

                                    ARTICLE 2
                WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

                  SECTION 2.01 Warrant Price. On ______________, _________ the
exercise price of each Warrant will be ______________. During the period from
______________, ______________ through and including ______________,
______________, the exercise price of each Warrant will be [plus [accrued
amortization of the original issue discount] [accrued interest] from
______________,.] On ______________, the exercise price of each Warrant will be
______________. During the period from ______________, through and including
______________, ______________, the exercise price of each Warrant will be
______________ [plus [accrued amortization of the original issue discount]
[accrued interest] from ______________, .] [In each case, the original issue
discount will be amortized at a % annual rate, computed on an annual basis using
the "interest" method and using a 360-day year consisting of twelve 30-day
months]. Such exercise price of Warrant Securities is referred to in this
Agreement as the "Warrant Price". [The original issue discount for each
principal amount of Warrant Securities is ].

                  SECTION 2.02 Duration of Warrants. Subject to Section 4.03(b),
each Warrant may be exercised [in whole but not in part] [in whole or in part]
[at any time, as specified herein, on or after [the date thereof]
[______________,] and at or before [time, location] on ______________, (each day
during such period may hereinafter be referred to as an "Exercise Date")] [on
[list of specific dates] (each, an "Exercise Date")], or such later date as the
Company may designate by notice to the Warrant Agent and the Holders of Warrant
Certificates [in registered form and to the beneficial owners of the Global
Warrant Certificate] (the "Expiration Date"). Each Warrant not exercised at or
before [time, location] on the Expiration Date shall become void, and all rights
of the Holder [and any beneficial owners] of the Warrant Certificate evidencing
such Warrant under this Agreement shall cease.

                  SECTION 2.03 Exercise of Warrants. During the period specified
in Section 2.02, any whole number of Warrants may be exercised by providing
certain information as set forth on the reverse side of the Warrant Certificates
evidencing such Warrants and by paying in full [in lawful money of the United
States of America] [in applicable currency] [in cash] [by certified check or
official bank check or by bank wire transfer, in each case,] [by bank wire
transfer] [in immediately available funds,] the Warrant Price for each Warrant
exercised [(plus accrued interest, if any, on the Warrant Securities to be
issued upon exercise of such Warrant from and including the Interest Payment
Date (as defined in the Indenture), if any, in respect of such Warrant
Securities immediately preceding the Exercise Date to and including the Exercise
Date (unless the Exercise Date is after the Regular Record Date (as defined in
the Indenture), if any, for such Interest Payment Date, but on or before the
immediately succeeding Interest Payment Date for such Warrant Securities, in
which event no such accrued interest shall be payable in respect of Warrant
Securities to be issued in registered form))] to the Warrant Agent at its
corporate trust office at [address] [or at ], provided that such exercise is
subject to receipt within five business days of such [payment] [wire transfer]
by the Warrant Agent of the Warrant Certificate evidencing each Warrant
exercised with the form of election to purchase Warrant Securities set forth on
the reverse side of the Warrant Certificate properly completed and duly
executed. [Cashless Exercise Option]



                                      -4-
<PAGE>

                  The date on which payment in full of the Warrant Price (plus
any such accrued interest) is received by the Warrant Agent shall, subject to
receipt of the Warrant Certificate as aforesaid, be deemed to be the date on
which the Warrant is exercised. The Warrant Agent shall deposit all funds
received by it in payment for the exercise of Warrants in an account of the
Company maintained with it (or in such other account as may be designated by the
Company) and shall advise the Company, by telephone or by facsimile transmission
or other form of electronic communication available to both parties, at the end
of each day on which a payment for the exercise of Warrants is received of the
amount so deposited to its account. The Warrant Agent shall promptly confirm
such advice to the Company in writing.

                  If a day on which Warrants may be exercised in the city in
which such Warrants are to be exercised shall be a Saturday or Sunday or a day
on which banking institutions in such city are authorized or required to be
closed, then, notwithstanding any other provision of this Agreement or the
Warrant Certificate evidencing such Warrants, but subject to the limitation that
no Warrant may be exercised after the Expiration Date, the Warrants shall be
exercisable on the next succeeding day which in such city is not a Saturday or
Sunday or a day on which banking institutions in such city are authorized or
required to be closed.

                  The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company and the Trustee in writing of (i) the number of
Warrants exercised, (ii) the instructions of each Holder of the Warrant
Certificates evidencing such Warrants with respect to delivery of the Warrant
Securities to be issued upon such exercise, (iii) delivery of any Warrant
Certificates evidencing the balance, if any, of the Warrants remaining after
such exercise, and (iv) such other information as the Company or the Trustee
shall reasonably require.

                  As soon as practicable after the exercise of any Warrant, but
subject to receipt by the Warrant Agent of the Warrant Certificate evidencing
such Warrant as provided in this Section, the Company shall issue[, pursuant to
the Indenture, in authorized denominations to or upon the order of the Holder of
the Warrant Certificate evidencing each Warrant,] the Warrant Securities to
which such Holder is entitled, in fully registered form, registered in such name
or names as may be directed by such Holder. If fewer than all of the Warrants
evidenced by such Warrant Certificate are exercised, the Company shall execute,
and an authorized officer of the Warrant Agent shall manually countersign and
deliver, a new Warrant Certificate evidencing the number of such Warrants
remaining unexercised.

                  The Company shall not be required to pay any stamp or other
tax or other governmental charge required to be paid in connection with any
transfer involved in the issuance of the Warrant Securities, and in the event
that any such transfer is involved, the Company shall not be required to issue
or deliver any Warrant Security until such tax or other charge shall have been
paid or it has been established to the Company's satisfaction that no such tax
or other charge is due.

                                   ARTICLE 3
            OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT

                  SECTION 3.01 No Rights as Warrant Securityholder Conferred by
Warrant or Warrant Certificates. No Warrant Certificate or Warrant evidenced
thereby shall entitle the




                                      -5-
<PAGE>

Holder or any beneficial owner thereof to any of the rights of a holder or
beneficial owner of Warrant Securities, including, without limitation, [the
right to receive the payment of principal of (premium, if any) or interest, if
any, on Warrant Securities or to enforce any of the covenants in the Indenture]
[the right to receive dividend payments on the Warrant Securities or any voting
rights].

                  SECTION 3.02 Lost, Mutilated, Stolen, or Destroyed Warrant
Certificates. Upon receipt by the Warrant Agent of evidence reasonably
satisfactory to it and the Company of the ownership of and the loss, mutilation,
theft or destruction of any Warrant Certificate and of such security or
indemnity as may be required by the Company and the Warrant Agent to hold each
of them and any agent of them harmless and, in the case of mutilation of a
Warrant Certificate, upon surrender thereof to the Warrant Agent for
cancellation, then, in the absence of notice to the Company or the Warrant Agent
that such Warrant Certificate has been acquired by a bona fide purchaser, the
Company shall execute, and an authorized officer of the Warrant Agent shall
manually countersign and deliver, in exchange for or in lieu of the lost,
mutilated, stolen or destroyed Warrant Certificate, a new Warrant Certificate of
the same tenor and evidencing a like number of Warrants. Upon the issuance of
any new Warrant Certificate under this Section, the Company may require the
payment of a sum sufficient to cover any stamp or other tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Warrant Agent) in connection
therewith. Every substitute Warrant Certificate executed and delivered pursuant
to this Section in lieu of any lost, mutilated, stolen or destroyed Warrant
Certificate shall represent an additional contractual obligation of the Company,
whether or not the lost, stolen or destroyed Warrant Certificate shall be at any
time enforceable by anyone, and shall be entitled to the benefits of this
Agreement equally and proportionately with any and all other Warrant
Certificates duly executed and delivered hereunder. The provisions of this
Section are exclusive and shall preclude (to the extent lawful) all other rights
and remedies with respect to the replacement of lost, mutilated, stolen or
destroyed Warrant Certificates.

                  SECTION 3.03 Enforcement of Rights. Notwithstanding any of the
provisions of this Agreement, any Holder of a Warrant Certificate, without the
consent of the Warrant Agent, the Trustee, the holder of any Offered Securities
or the Holder of any other Warrant Certificate, may, in its own behalf and for
its own benefit, enforce, and may institute and maintain any suit, action or
proceeding against the Company suitable to enforce, or otherwise in respect of,
its right to exercise its Warrants in the manner provided in its Warrant
Certificate and in this Agreement.

                  SECTION 3.04 Merger, Consolidation, Conveyance or Transfer.
(a) If at any time there shall be a merger or consolidation of the Company or a
conveyance or transfer of its property and assets substantially as an entirety
[as permitted under the Indenture], then in any such event the successor or
assuming corporation referred to therein shall succeed to and be substituted for
the Company, with the same effect[, subject to the Indenture,] as if it had been
named herein and in the Warrant Certificates as the Company; the Company shall
thereupon, except in the case of a transfer by way of lease, be relieved of any
further obligation hereunder and under the Warrants and the Warrant
Certificates, and the Company as the predecessor corporation, except in the case
of a transfer by way of lease, may thereupon or at any time thereafter be
dissolved, wound up or liquidated. Such successor or assuming corporation may



                                      -6-
<PAGE>

thereupon cause to be signed, and may issue either in its own name or in the
name of the Company, Warrant Certificates evidencing any or all of the Warrants
issuable hereunder which theretofore shall not have been signed by the Company,
and may execute and deliver Warrant Securities in its own name [,pursuant to the
Indenture,] in fulfillment of its obligations to deliver Warrant Securities upon
exercise of the Warrants. All the Warrants so issued shall in all respects have
the same legal rank and benefit under this Agreement as the Warrants theretofore
or thereafter issued in accordance with the terms of this Agreement as though
all of such Warrants had been issued at the date of the execution hereof. In any
case of any such merger, consolidation, conveyance or transfer, such changes in
phraseology and form (but not in substance) may be made in the Warrant
Certificates representing the Warrants thereafter to be issued as may be
appropriate.

                  (b) The Warrant Agent may receive a written opinion of legal
counsel (who shall be acceptable to the Warrant Agent) as conclusive evidence
that any such merger, consolidation, conveyance or transfer complies with the
provisions of this Section and the Indenture.

                  [Add Anti-Dilution provisions as necessary.]

                                   ARTICLE 4
                              EXCHANGE AND TRANSFER

                  SECTION 4.01 Exchange and Transfer. (a) [1: Upon] [2: Prior to
the Detachable Date, a Warrant Certificate may be exchanged or transferred only
together with the Offered Security to which such Warrant Certificate was
initially attached, and only for the purpose of effecting, or in conjunction
with, an exchange or transfer of such Offered Security. Prior to any Detachable
Date, each transfer of the Offered Security, shall operate also to transfer the
related Warrant Certificates. On or after the Detachable Date, upon] surrender
at the corporate trust office of the Warrant Agent at [address] [or], Warrant
Certificates evidencing Warrants may be exchanged for Warrant Certificates in
other authorized denominations evidencing such Warrants or the transfer thereof
may be registered in whole or in part; provided, however, that such other
Warrant Certificates shall evidence the same aggregate number of Warrants as the
Warrant Certificates so surrendered.

                  (b) The Warrant Agent shall keep, at its corporate trust
office at [address] [and at ], books in which, subject to such reasonable
regulations as it may prescribe, it shall register Warrant Certificates and
exchanges and transfers of outstanding Warrant Certificates upon surrender of
such Warrant Certificates to the Warrant Agent at its corporate trust office at
[address] [or ] for exchange or registration of transfer, properly endorsed [or
accompanied by appropriate instruments of registration of transfer and written
instructions for transfer, all in form satisfactory to the Company and the
Warrant Agent.]

                  (c) No service charge shall be made for any exchange or
registration of transfer of Warrant Certificates, but the Company may require
payment of a sum sufficient to cover any stamp or other tax or other
governmental charge that may be imposed in connection with any such exchange or
registration of transfer.



                                      -7-
<PAGE>

                  (d) Whenever any Warrant Certificates, are so surrendered for
exchange or registration of transfer, an authorized officer of the Warrant Agent
shall manually countersign and deliver to the person or persons entitled thereto
a Warrant Certificate or Warrant Certificates, duly authorized and executed by
the Company, as so requested. The Warrant Agent shall not effect any exchange or
registration of transfer which will result in the issuance of a Warrant
Certificate, evidencing a fraction of a Warrant or a number of full Warrants and
a fraction of a Warrant

                  (e) All Warrant Certificates, issued upon any exchange or
registration of transfer of Warrant Certificates shall be the valid obligations
of the Company, evidencing the same obligations, and entitled to the same
benefits under this Agreement, as the Warrant Certificates surrendered for such
exchange or registration or transfer.

                  SECTION 4.02 Treatment of Holders of Warrant Certificates.
Each Holder of a Warrant Certificate, by accepting the same, consents and agrees
with the Company, the Warrant Agent and every subsequent Holder of such Warrant
Certificate that until the transfer of such Warrant Certificate is registered on
the books of such Warrant Agent [2: or, prior to the Detachable Date, until the
transfer of the Offered Security to which such Warrant Certificate is attached,
is registered in the register of the Offered Securities], the Company and the
Warrant Agent may treat the registered Holder of such Warrant Certificate as the
absolute owner thereof for any purpose and as the person entitled to exercise
the rights represented by the Warrants evidenced thereby, any notice to the
contrary notwithstanding.

                  SECTION 4.03 Cancellation of Warrant Certificates. [(a)] Any
Warrant Certificate surrendered for exchange or registration of transfer or
exercise of the Warrants evidenced thereby shall, if surrendered to the Company,
be delivered to the Warrant Agent, and all Warrant Certificates surrendered or
so delivered to the Warrant Agent shall be promptly cancelled by the Warrant
Agent and shall not be reissued and, except as expressly permitted by this
Agreement, no Warrant Certificate shall be issued hereunder in exchange therefor
or in lieu thereof. The Warrant Agent shall cause all cancelled Warrant
Certificates to be destroyed and shall deliver a certificate of such destruction
to the Company.

                  (b) If the Company notifies the Trustee of its election to
redeem [2: prior to the Detachable Date] [, as a whole but not in part,] [2: the
Offered Securities [or] [and]] the Warrant Securities pursuant to the Indenture
or the terms thereof, the Company may elect, and shall give notice to the
Warrant Agent of its election, to cancel the unexercised Warrants, the Warrant
Certificates and the rights evidenced thereby. Promptly after receipt of such
notice by the Warrant Agent, the Company shall, or, at the Company's request,
the Warrant Agent shall in the name of and at the expense of the Company, give
notice of such cancellation to the Holders of the Warrant Certificates, such
notice to be so given not less than 30 nor more than 60 days prior to the date
fixed for the redemption of [2: the Offered Securities [or] [and]] the Warrant
Securities pursuant to the Indenture or the terms thereof. The unexercised
Warrants, the Warrant Certificates and the rights evidenced thereby shall be
cancelled and become void on the 15th day prior to such date fixed for
redemption.]



                                      -8-
<PAGE>

                                   ARTICLE 5
                          CONCERNING THE WARRANT AGENT

                  SECTION 5.01 Warrant Agent. The Company hereby appoints as
Warrant Agent of the Company in respect of the Warrants and the Warrant
Certificates upon the terms and subject to the conditions herein and in the
Warrant Certificates set forth; and hereby accepts such appointment. The Warrant
Agent shall have the powers and authority granted to and conferred upon it in
the Warrant Certificates and herein and such further powers and authority to act
on behalf of the Company as the Company may hereafter grant to or confer upon
it.

All of the terms and provisions with respect to such powers and authority
contained in the Warrant Certificates are subject to and governed by the terms
and provisions hereof.

                  SECTION 5.02 Conditions of Warrant Agent's Obligations. The
Warrant Agent accepts its obligations herein set forth upon the terms and
conditions hereof, including the following, to all of which the Company agrees
and to all of which the rights hereunder of the Holders from time to time of the
Warrant Certificates shall be subject:

                  (a) Compensation and Indemnification. The Company agrees
promptly to pay the Warrant Agent the compensation to be agreed upon with the
Company for all services rendered by the Warrant Agent and to reimburse the
Warrant Agent for reasonable out-of-pocket expenses (including reasonable
attorneys' fees) incurred by the Warrant Agent without negligence, bad faith or
breach of this Agreement on its part in connection with the services rendered
hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant
Agent for, and to hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on the part of the Warrant Agent,
arising out of or in connection with its acting as Warrant Agent hereunder, as
well as the reasonable costs and expenses of defending against any claim of such
liability.

                  (b) Agent for the Company. In acting under this Agreement and
in connection with the Warrants and the Warrant Certificates, the Warrant Agent
is acting solely as agent of the Company and does not assume any obligation or
relationship of agency or trust for or with any of the Holders of Warrant
Certificates or beneficial owners of Warrants.

                  (c) Counsel. The Warrant Agent may consult with counsel
satisfactory to it in its reasonable judgment, and the advice of such counsel
shall be full and complete authorization and protection in respect of any action
taken, suffered or omitted by it hereunder in good faith and in accordance with
the advice of such counsel.

                  (d) Documents. The Warrant Agent shall be protected and shall
incur no liability for or in respect of any action taken or thing suffered by it
in reliance upon any Warrant Certificate, notice, direction, consent,
certificate, affidavit, statement or other paper or document reasonably believed
by it to be genuine and to have been presented or signed by the proper parties.

                  (e) Certain Transactions. The Warrant Agent, and its officers,
directors and employees, may become the owner of, or acquire any interest in,
Warrants, with the same rights that it or they would have if it were not the
Warrant Agent hereunder, and, to the extent




                                      -9-
<PAGE>

permitted by applicable law, it or they may engage or be interested in any
financial or other transaction with the Company and may act on, or as
depositary, trustee or agent for, any committee or body of holders of Warrant
Securities or other obligations of the Company as freely as if it were not the
Warrant Agent hereunder. [Nothing in this Warrant Agreement shall be deemed to
prevent the Warrant Agent from acting as Trustee under the Indenture.]

                  (f) No Liability for Interest. The Warrant Agent shall have no
liability for interest on any monies at any time received by it pursuant to any
of the provisions of this Agreement or of the Warrant Certificates.

                  (g) No Liability for Invalidity. The Warrant Agent shall not
be under any responsibility with respect to the validity or sufficiency of this
Agreement or the execution and delivery hereof (except the due authorization to
execute this Agreement and the due execution and delivery hereof by the Warrant
Agent) or with respect to the validity or execution of any Warrant Certificates
(except its countersignature thereof).

                  (h) No Liability for Recitals. The recitals contained herein
shall be taken as the statements of the Company and the Warrant Agent assumes no
liability for the correctness of the same.

                  (i) No Implied Obligations. The Warrant Agent shall be
obligated to perform only such duties as are herein and in the Warrant
Certificates specifically set forth and no implied duties or obligations shall
be read into this Agreement or the Warrant Certificates against the Warrant
Agent. The Warrant Agent shall not be under any obligation to take any action
hereunder which may tend to involve it in any expense or liability, the payment
of which within a reasonable time is not, in its reasonable opinion, assured to
it. The Warrant Agent shall not be accountable or under any duty or
responsibility for the use by the Company of any of the Warrant Certificates
countersigned by the Warrant Agent and delivered by it to the Company pursuant
to this Agreement or for the application by the Company of the proceeds of the
Warrant Certificates. The Warrant Agent shall have no duty or responsibility in
case of any default by the Company in the performance of its covenants or
agreements contained herein or in the Warrant Certificates or in the case of the
receipt of any written demand from a Holder of a Warrant Certificate with
respect to such default, including, without limiting the generality of the
foregoing, any duty or responsibility to initiate or attempt to initiate any
proceedings at law or otherwise or, except as provided in Section 6.02, to make
any demand upon the Company.

                  SECTION 5.03 Resignation and Appointment of Successor. (a) The
Company agrees, for the benefit of the Holders from time to time of the Warrant
Certificates, that there shall at all times be a Warrant Agent hereunder until
all the Warrants have been exercised or are no longer exercisable.

                  (b) The Warrant Agent may at any time resign as such by giving
written notice of its resignation to the Company, specifying the desired date on
which its resignation shall become effective; provided, however, that such date
shall be not less than 90 days after the date on which such notice is given
unless the Company agrees to accept shorter notice. Upon receiving such notice
of resignation, the Company shall promptly appoint a successor Warrant Agent
(which shall be a bank or trust company in good standing, authorized under the
laws of the




                                      -10-
<PAGE>

jurisdiction of its organization to exercise corporate trust powers) by written
instrument in duplicate signed on behalf of the Company, one copy of which shall
be delivered to the resigning Warrant Agent and one copy to the successor
Warrant Agent. The Company may, at any time and for any reason, remove the
Warrant Agent and appoint a successor Warrant Agent (qualified as aforesaid) by
written instrument in duplicate signed on behalf of the Company and specifying
such removal and the date when it is intended to become effective, one copy of
which shall be delivered to the Warrant Agent being removed and one copy to the
successor Warrant Agent. Any resignation or removal of the Warrant Agent and any
appointment of a successor Warrant Agent shall become effective upon acceptance
of appointment by the successor Warrant Agent as provided in this subsection
(b). In the event a successor Warrant Agent has not been appointed and accepted
its duties within 90 days of the Warrant Agent's notice of resignation, the
Warrant Agent may apply to any court of competent jurisdiction for the
designation of a successor Warrant Agent. Upon its resignation or removal, the
Warrant Agent shall be entitled to the payment by the Company of the
compensation and to the reimbursement of all reasonable out-of-pocket expenses
(including reasonable attorneys' fees) incurred by it hereunder as agreed to in
Section 5.02(a).

                  (c) The Company shall remove the Warrant Agent and appoint a
successor Warrant Agent if the Warrant Agent (i) shall become incapable of
acting, (ii) shall be adjudged bankrupt or insolvent, (iii) shall commence a
voluntary case or other proceeding seeking liquidation, reorganization or other
relief with respect to it or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, (iv) shall consent to, or shall have had
entered against it a court order for, any such relief or to the appointment of
or taking possession by any such official in any involuntary case or other
proceedings commenced against it, (v) shall make a general assignment for the
benefit of creditors or (vi) shall fail generally to pay its debts as they
become due. Upon the appointment as aforesaid of a successor Warrant Agent and
acceptance by it of such appointment, the predecessor Warrant Agent shall, if
not previously disqualified by operation of law, cease to be Warrant Agent
hereunder.

                  (d) Any successor Warrant Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and the Company an
instrument accepting such appointment hereunder, and thereupon such successor
Warrant Agent, without any further act, deed or conveyance, shall become vested
with all the authority, rights, powers, immunities, duties and obligations of
such predecessor with like effect as if originally named as Warrant Agent
hereunder, and such predecessor shall thereupon become obligated to transfer,
deliver and pay over, and such successor Warrant Agent shall be entitled to
receive, all monies, securities and other property on deposit with or held by
such predecessor as Warrant Agent hereunder.

                  (e) Any corporation into which the Warrant Agent hereunder may
be merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any corporation to
which the Warrant Agent shall sell or otherwise transfer all or substantially
all the assets and business of the Warrant Agent, provided that it shall be
qualified as aforesaid, shall be the successor Warrant Agent under this
Agreement without the execution or filing of any paper or any further act on the
part of any of the parties hereto.



                                      -11-
<PAGE>

                                   ARTICLE 6
                                  MISCELLANEOUS

                  SECTION 6.01 Amendment. This Agreement and the terms of the
Warrants and the Warrant Certificates may be amended by the parties hereto,
without the consent of the Holder of any Warrant Certificate or the beneficial
owner of any Warrant, for the purpose of curing any ambiguity, or of curing,
correcting or supplementing any defective or inconsistent provision contained
herein or in the Warrant Certificates, or making any other provisions with
respect to matters or questions arising under this Agreement as the Company and
the Warrant Agent may deem necessary or desirable, provided that such action
shall not affect adversely the interests of the Holders of the Warrant
Certificates or the beneficial owners of Warrants in any material respect.

                  SECTION 6.02 Notices and Demands to the Company and Warrant
Agent. If the Warrant Agent shall receive any notice or demand addressed to the
Company by the Holder of a Warrant Certificate pursuant to the provisions of the
Warrant Certificates, the Warrant Agent shall promptly forward such notice or
demand to the Company.

                  SECTION 6.03 Addresses. Any communication from the Company to
the Warrant Agent with respect to this Agreement shall be addressed to ,
Attention: , and any communication from the Warrant Agent to the Company with
respect to this Agreement shall be addressed to El Paso Corporation, El Paso
Building, 1001 Louisiana Street, Houston, Texas 77002, Attention: ____________
(or such other address as shall be specified in writing by the Warrant Agent or
by the Company).

                  SECTION 6.04 Applicable Law. The validity, interpretation and
performance of this Agreement and each Warrant Certificate issued hereunder and
of the respective terms and provisions hereof and thereof shall be governed by,
and construed in accordance with, the laws of the State of New York.

                  SECTION 6.05 Delivery of Prospectus. The Company will furnish
to the Warrant Agent sufficient copies of a prospectus relating to the Warrant
Securities deliverable upon exercise of Warrants (the "Prospectus"), and the
Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent
will deliver to the Holder of the Warrant Certificate evidencing such Warrant,
prior to or concurrently with the delivery of the Warrant Securities issued upon
such exercise, a Prospectus. The Warrant Agent shall not, by reason of any such
delivery, assume any responsibility for the accuracy or adequacy of such
Prospectus.

                  SECTION 6.06 Obtaining of Governmental Approval. The Company
will from time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies
and authorities and securities acts filings under United States federal and
state laws (including without limitation a registration statement in respect of
the Warrants and Warrant Securities under the Securities Act of 1933), which may
be or become requisite in connection with the issuance, sale, transfer and
delivery of the Warrant Certificates, the exercise of the Warrants, the
issuance, sale, transfer and delivery of the Warrant Securities issued upon
exercise of the Warrants or upon the expiration of the period during which the
Warrants are exercisable.



                                      -12-
<PAGE>

                  SECTION 6.07 Persons Having Rights under Warrant Agreement.
Nothing in this Agreement shall give to any person other than the Company, the
Warrant Agent and the Holders of the Warrant Certificates any right, remedy or
claim under or by reason of this Agreement.

                  SECTION 6.08 Headings. The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.

                  SECTION 6.09 Counterparts. This Agreement may be executed in
any number of counterparts, each of which as so executed shall be deemed to be
an original, but such counterparts shall together constitute but one and the
same instrument.

                  SECTION 6.10 Inspection of Agreement. A copy of this Agreement
shall be available at all reasonable times at the principal corporate trust
office of the Warrant Agent for inspection by the Holder of any Warrant
Certificate. The Warrant Agent may require such Holder to submit his Warrant
Certificate for inspection by it.

                  SECTION 6.11 Notices to Holders of Warrants. Any notice to
Holders of Warrants evidenced by Warrant Certificates which by any provisions of
this Warrant Agreement is required or permitted to be given shall be given by
first class mail prepaid at such Holder's address as it appears on the books of
the Warrant Agent.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and their respective corporate seals to be
hereunto affixed and attested, all as of the date first above written.

                                              EL PASO CORPORATION



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



                                              [WARRANT AGENT]

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






                                      -13-
<PAGE>
                                                                       EXHIBIT A


                          [FORM OF WARRANT CERTIFICATE]


                                     [FACE]



                                                     Prior to _______________,
                                                     this Warrant Certificate
                                                     may be transferred or
                                                     exchanged if and only if
                                                     the [Title of Offered
                                                     Security] to which it was
                                                     initially attached is so
                                                     transferred or exchanged.

                                                     [Prior to ________________,
                                                     Warrants are not
                                                     immediately exercisable.
Form of Legend if
Warrants evidenced by this Warrant
Certificate cannot be exercised.]


                EXERCISABLE ONLY IF AUTHENTICATED BY THE WARRANT
                            AGENT AS PROVIDED HEREIN

               VOID AFTER THE CLOSE OF BUSINESS ON _________, ____
                               EL PASO CORPORATION

                        WARRANT CERTIFICATE REPRESENTING
                              WARRANTS TO PURCHASE
                          [TITLE OF WARRANT SECURITIES]
                               AS DESCRIBED HEREIN

                                 --------------


No. _______________ Warrants

                  This certifies that [_____________________] or registered
assigns is the registered owner of the above indicated number of Warrants, each
Warrant entitling such registered owner to purchase, at any time [after the
close of business on _________, ____, and] on or before the close of business on
____________, ____, [____ shares of the [Title of Warrant Securities]]
[$________ aggregate principal amount of [Title of Warrant Securities]] (the
"Warrant Securities") of El Paso Corporation (the "Company")[, issued or to be
issued under the




                                      A-1
<PAGE>

Indenture (as hereinafter defined),] on the following basis.(2) [During the
period from ________, ____ through and including ___________, ____, each Warrant
shall entitle the Holder thereof, subject to the provisions of this Agreement,
to purchase from the Company the [principal] amount of Warrant Securities stated
above in this Warrant Certificate at the exercise price of [___] [___% of the
principal amount thereof [plus accrued amortization, if any, of the original
issue discount of the Warrant Securities][plus accrued interest, if any, from
the most recent date from which interest shall have been paid on the Warrant
Securities or, if no interest shall have been paid on the Warrant Securities,
from ___________, ____]; [in each case, the original issue discount ($_______
for each $1,000 principal amount of Warrant Securities) will be amortized at a
___% annual rate, computed on a[n] [semi-]annual basis[, using a 360-day year
constituting of twelve 30-day months]] (the "Exercise Price"). The Holder of
this Warrant Certificate may exercise the Warrants evidenced hereby, in whole or
in part, by surrendering this Warrant Certificate, with the purchase form set
forth hereon duly completed, accompanied [by payment in full, in lawful money of
the United States of America, [in cash or by certified check or official bank
check in New York Clearing House funds] [by bank wire transfer in immediately
available funds]], the Exercise Price for each Warrant exercised, to the Warrant
Agent (as hereinafter defined), at the corporate trust office of [name of
Warrant Agent], or its successor as warrant agent (the "Warrant Agent") [or at
____________,] at the addresses specified on the reverse hereof and upon
compliance with and subject to the conditions set forth herein and in the
Warrant Agreement (as hereinafter defined). This Warrant Certificate may be
exercised only for the purchase of [ shares of ] Warrant Securities [in the
principal amount of ] or any integral multiple thereof. [Cashless Exercise
Option]

                  The term "Holder" as used herein shall mean, prior to
_________, ____ (the "Detachable Date"), the registered owner of the Company's
[title of Offered Securities] to which such Warrant Certificate was initially
attached, and after such Detachable Date, the person in whose name at the time
such Warrant Certificate shall be registered upon the books to be maintained by
the Warrant Agent for that purpose pursuant to Section 3.01 of the Warrant
Agreement.

                  Any whole number of Warrants evidenced by this Warrant
Certificate may be exercised to purchase Warrant Securities in registered form.
Upon any exercise of fewer than all of the Warrants evidenced by this Warrant
Certificate, there shall be issued to the registered owner hereof a new Warrant
Certificate evidencing the number of Warrants remaining unexercised.

                  This Warrant Certificate is issued under and in accordance
with the Warrant Agreement dated as of __________, ____ (the "Warrant
Agreement"), between the Company and the Warrant Agent and is subject to the
terms and provisions contained in the Warrant Agreement, to all of which terms
and provisions the Holder of this Warrant Certificate consents by acceptance
hereof. Copies of the Warrant Agreement are on file at the above-mentioned
office of the Warrant Agent [and at _______________].

--------
(2) Complete and modify the following provisions as appropriate to reflect the
terms of the Warrants and the Warrant Securities.



                                      A-2
<PAGE>

                  [The Warrant Securities to be issued and delivered upon the
exercise of Warrants evidenced by this Warrant Certificate will be issued under
and in accordance with an Indenture, dated as of ________________ (the
"Indenture"), between the Company and ________________, a [corporation]
[national banking association] organized under the laws of the State of
__________, as trustee (such trustee, and any successors to such trustee, the
"Trustee") and will be subject to the terms and provisions contained in the
Warrant Securities and in the Indenture. Copies of the Indenture, including the
form of the Warrant Securities, are on file at the corporate trust office of the
Trustee [and at ___________________].]

                  Prior to ___________, ____ (the "Detachable Date"), this
Warrant Certificate may be exchanged or transferred only together with the
[title of Offered Security] (the "Offered Security") to which this Warrant
Certificate was initially attached, and only for the purpose of effecting, or in
conjunction with, an exchange or transfer of such Offered Security.
Additionally, on or prior to the Detachable Date, each transfer of such Offered
Security on the register of the Offered Securities shall operate also to
transfer this Warrant Certificate. After the Detachable Date, this Warrant
Certificate, and all rights hereunder, may be transferred when surrendered at
the corporate trust office of the Warrant Agent [or _________] by the registered
owner or his assigns, in person or by an attorney duly authorized in writing, in
the manner and subject to the limitations provided in the Warrant Agreement.

                  Except as provided in the immediately preceding paragraph,
after authentication by the Warrant Agent and prior to the expiration of this
Warrant Certificate, this Warrant Certificate may be exchanged at the corporate
trust office of the Warrant Agent [or at _____________] for Warrant Certificates
representing the same aggregate number of Warrants.

                  This Warrant Certificate shall not entitle the registered
owner hereof to any of the rights of a registered holder of the Warrant
Securities, including, without limitation, [the right to receive payments of
principal of (and premium, if any) or interest, if any, on the Warrant
Securities or to enforce any of the covenants of the Indenture] [the right to
receive dividend payments on the Warrant Securities or any voting rights].

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

                  This Warrant Certificate shall not be valid or obligatory for
any purpose until authenticated by the Warrant Agent.




                                      A-3
<PAGE>



                  IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be duly executed under its corporate seal.

Dated:
        ----------------------
                                                     EL PASO CORPORATION


                                                     By
Attest:                                                 ------------------------


----------------------






                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Warrant Certificates referred to in the
within-mentioned Warrant Agreement.


         [Insert Warrant Agent]
---------------------------------------
               As Warrant Agent

By
   --------------------------
      Authorized Signatory





                                      A-4
<PAGE>




                     [REVERSE] [FORM OF WARRANT CERTIFICATE]
                     (INSTRUCTIONS FOR EXERCISE OF WARRANTS)

                  To exercise any Warrants evidenced hereby, the Holder of this
Warrant Certificate must pay [in cash or by certified check or official bank
check in New York Clearing House funds or by bank wire transfer in immediately
available funds], the Exercise Price in full for each of the Warrants exercised,
to _________, Corporate Trust Department, _______________, Attn: ___________ [or
________________], which payment should specify the name of the Holder of this
Warrant Certificate and the number of Warrants exercised by such Holder. In
addition, the Holder of this Warrant Certificate should complete the information
required below and present in person or mail by registered mail this Warrant
Certificate to the Warrant Agent at the addresses set forth below.


                               [FORM OF EXERCISE]
                   (TO BE EXECUTED UPON EXERCISE OF WARRANTS.)

                  The undersigned hereby irrevocably elects to exercise
_________ Warrants, represented by this Warrant Certificate, to purchase [______
shares of [Title of Warrant Securities]] [$_________ aggregate principal amount
of the [Title of Warrant Securities]] (the "Warrant Securities") of EL PASO
CORPORATION and represents that he has tendered payment for such Warrant
Securities [in cash or by certified check or official bank check in New York
Clearing House funds or by bank wire transfer in immediately available funds] to
the order of El Paso Corporation, c/o Treasurer in the amount of $___________ in
accordance with the terms hereof. The undersigned requests that said [principal]
amount of Warrant Securities be in fully registered form, in the authorized
denominations, registered in such names and delivered, all as specified in
accordance with the instructions set forth below.

                  If said [principal] amount of Warrant Securities is less than
all of the Warrant Securities purchasable hereunder, the undersigned requests
that a new Warrant Certificate representing the remaining balance of the
Warrants evidenced hereby be issued and delivered to the undersigned unless
otherwise specified in the instructions below.

Dated:


                                       Name
                                            ------------------------------------
                                       (Please Print)
                                                      --------------------------

--------------------------------       Address:
(Insert Social Security or Other                 -------------------------------
Identifying Number of Holder)
                                                 -------------------------------

                                       Signature
                                                 -------------------------------
                                                 (signed exactly as name appears
                                                 on the other side of this
                                                 Warrant Certificate)


                                      A-5
<PAGE>

                  This Warrant may be exercised at the following addresses:

                  By hand at
                              -----------------------

                              -----------------------

                              -----------------------

                  By mail at

                              -----------------------

                              -----------------------

                              -----------------------

   (Instructions as to form and delivery of Warrant Securities and/or Warrant
                                 Certificates):



                                      A-6

<PAGE>




                              [[FORM OF ASSIGNMENT]
              (TO BE EXECUTED TO TRANSFER THE WARRANT CERTIFICATE)

                  FOR VALUE RECEIVED __________________ hereby sells, assigns
and transfers unto

                                                            Please insert social
                                                            security or other
                                                            identifying number

                                                            --------------------
-----------------------------------
(Please print name and address
including zip code)


____________________________________________________________ the right
represented by the within Warrant Certificate and does hereby irrevocably
constitute and appoint _________________, Attorney, to transfer said Warrant
Certificate on the books of the Warrant Agent with full power of substitution.

Dated:

                                                 -------------------------------
                                                            Signature

                                         Signature
                                                   -----------------------------
                                                   (signed exactly as name
                                                   appears on the other side of
                                                   this Warrant Certificate)
Signature Guarantee:
                                     ]
-------------------------------------
Participant in a recognized Signature
Guarantee Medallion Program (or other
signature guarantor program reasonably
acceptable to the Warrant Agent)



                                      A-7