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

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.

                       KINDER MORGAN ENERGY PARTNERS, L.P.

                              7.125% Note due 2012

No. 1                                                       U.S. $450,000,000.00

CUSIP No. 494550 AK2

      KINDER  MORGAN  ENERGY  PARTNERS,  L.P.,  a Delaware  limited  partnership
(herein called the "Partnership," which term includes any successor Person under
the Indenture  hereinafter referred to), for value received,  hereby promises to
pay  to   CEDE  &  CO.,   or   registered   assigns,   the   principal   sum  of
U.S.$450,000,000.00  (Four  Hundred  Fifty  Million  and  No/100  United  States
Dollars) on March 15, 2012,  and to pay interest  thereon from March 14, 2002 or
from the most recent  Interest  Payment Date to which  interest has been paid or
duly  provided  for,  semi-annually  on March 15 and  September 15 in each year,
commencing  September  15,  2002,  at the rate of 7.125%  per  annum,  until the
principal  hereof is paid or made available for payment.  The amount of interest
payable  for any  period  shall be  computed  on the  basis of a  360-day  year,
consisting  of twelve  30-day  months.  The amount of  interest  payable for any
partial period shall be computed on the basis of a 360-day year of twelve 30-day
months and the days elapsed in any partial month.  In the event that any date on
which interest is payable on this Security is not a Business Day, then a payment
of the  interest  payable  on such  date  will be  made on the  next  succeeding
Business  Day (and  without  any  interest  or other  payment in respect of such
delay)  with the same  force and effect as if made on the date the  payment  was
originally  payable.  A "Business Day" shall mean, when used with respect to any
Place of Payment, each Monday,

<PAGE>


Tuesday,  Wednesday,  Thursday  and Friday  which is not a day on which  banking
institutions  in that Place of  Payment  are  authorized  or  obligated  by law,
executive order or regulation to close. 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 March 1 or  September 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 may 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 any time
in any  other  lawful  manner  not  inconsistent  with the  requirements  of any
securities exchange or automated quotation system on which the Securities of the
series may be listed or traded,  and upon such notice as may be required by such
exchange  or  automated  quotation  system,  all as more fully  provided in such
Indenture.

      Payment of the principal of (and premium, if any) and any such interest on
this Security will be made by transfer of immediately  available funds to a bank
account in The Borough of  Manhattan in The City of 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.

      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.


                                      -2-
<PAGE>


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

Dated: March 14, 2002


                              KINDER MORGAN ENERGY PARTNERS, L.P.

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

                                  By: Kinder Morgan Management,
                                      LLC,
                                      Its Delegate


                                      By: /s/ Joseph Listengart
                                          -------------------------
                                          Name: Joseph Listengart
                                          Title: Vice President,
                                          General Counsel and
                                          Secretary



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

                              FIRST UNION NATIONAL BANK,
                                   As Trustee


                              By: /s/ R. Douglas Milner
                                  ---------------------------------
                                  Authorized Signatory

                                      -3-
<PAGE>


                             [Reverse of Securities]

      This  Security  is one of a duly  authorized  issue of  securities  of the
Partnership  (the  "Securities"),  issued and to be issued in one or more series
under an Indenture, dated as of January 2, 2001 (herein called the "Indenture"),
between the Partnership and First Union National Bank, as Trustee (herein called
the "Trustee",  which term includes any successor  trustee under the Indenture),
to which the  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  Partnership,   any
Guarantors,  the  Trustee and  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
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.  Additional  Securities  of this  series  may be issued
without the consent of Holders. This Security is a Book-Entry Security.

      The Securities of this series are subject to redemption upon not less than
30 nor more than 60 days' notice by mail,  in whole or in part at any time, at a
redemption price equal to the greater of (1) 100% of the principal amount of the
Securities of such series to be redeemed or (2) the sum of the present values of
the  remaining  scheduled  payments of principal  and interest on such series of
Securities  (exclusive of interest accrued to the redemption date) discounted to
the redemption  date on a semi-annual  basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus 25 basis points, plus accrued
and unpaid  interest on the principal  amount being redeemed to such  redemption
date.

      "Comparable  Treasury  Issue" means the United  States  Treasury  security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of the series of Securities  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 such series of Securities.

      "Comparable Treasury Price" means, with respect to any redemption date for
a series of Securities,  the average of two Reference Treasury Dealer Quotations
for such redemption date.

      "Quotation Agent"  means the  Reference  Treasury  Dealer the  Partnership
appoints.

      "Reference Treasury Dealer" means each of J.P. Morgan  Securities Inc. and
First Union Securities, Inc. and their respective successors; provided, however,
that if either of the  foregoing  shall  cease to be a primary  U.S.  Government
securities  dealer  in  New  York  City  (a  "Primary  Treasury  Dealer"),   the
Partnership will substitute therefore 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  price  for the  Comparable  Treasury  Issue
(expressed in each case as a percentage of its principal

                                      -4-
<PAGE>


amount)  quoted in writing to the Trustee by such Reference  Treasury  Dealer at
5:00  p.m.,  New York  City  time,  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 which is published weekly by the Board
of  Governors  of the Federal  Reserve  System and which  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 maturity date of the series of  Securities  to be redeemed,  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 year 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 will 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  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.

      This  Security is not  redeemable  at the option of a Holder hereof and is
not entitled to any sinking fund.

      The Indenture permits,  with certain  exceptions as therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Partnership  or the  Guarantors,  if  any,  and the  rights  of  Holders  of the
Securities of each series to be affected  under the Indenture at any time by the
Partnership,  the  Guarantors,  if any,  and the  Trustee  with the consent 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 Holders of a majority in aggregate principal amount of the
Outstanding  Securities of all series to be affected  (voting as one class),  on
behalf of Holders of all the Securities of such series,  to waive  compliance by
the  Partnership  and the  Guarantors,  if any,  with certain  provisions of the
Indenture  and certain 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.


                                      -5-
<PAGE>


      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 remedy thereunder, unless such Holder shall have previously given to the
Trustee  written  notice of a  continuing  Event of Default  with respect to the
Securities of this series,  Holders of not less than 25% in principal  amount of
the Outstanding  Securities of this series shall have made written request,  and
offered reasonable indemnity, to the Trustee to institute proceedings in respect
of such Event of Default as  Trustee,  and the Trustee  shall not have  received
from Holders of a majority in principal amount of the Outstanding  Securities of
this series a direction  inconsistent with such request and shall have failed to
institute such proceedings within 60 days after receipt of such notice,  request
and offer of indemnity; provided, however, that such limitations do not apply to
a suit  instituted  by the Holder hereof for the  enforcement  of payment of the
principal of or any  interest on this  Security on or after the  respective  due
dates expressed herein.

      No reference  herein to the Indenture and no provision of this Security or
of the  Indenture  shall,  without  the consent of the Holder  hereof,  alter or
impair the obligation of the Partnership,  which is absolute and  unconditional,
to pay the  principal of and interest on this  Security at the times,  place and
rate, and in the coin or currency, herein prescribed,  except for Section 115 of
the Indenture (which limits interest to the maximum amount  permissible by law),
the provisions of which are incorporated by reference.

      This Global Security or portion hereof may not be exchanged for Definitive
Securities  of this series 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  thereof for
any purpose under the Indenture.

      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,
Securities of this series are exchangeable for a like aggregate principal amount
of  Securities  of  this  series  of a  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  Partnership may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

      Prior to due  presentment of this Security for  registration  of transfer,
the Partnership, the Trustee and any agent of the Partnership 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
Partnership,  the  Trustee nor any such agent shall be affected by notice to the
contrary.

      Obligations of the Partnership and any Guarantors  under the Indenture and
the Securities  thereunder,  including this Security, are non-recourse to Kinder
Morgan Management,  LLC (the "Company"),  Kinder Morgan G.P., Inc. (the "General
Partner") and their respective Affiliates

                                      -6-
<PAGE>


(other than the  Partnership and any  Guarantors),  and payable only out of cash
flow and assets of the  Partnership and any  Guarantors.  The Trustee,  and each
Holder of a Security by its acceptance hereof,  will be deemed to have agreed in
the  Indenture  that (1) none of the  Company,  the  General  Partner  nor their
respective  assets  (nor  any of  their  respective  Affiliates  other  than the
Partnership or any Guarantors,  nor their respective assets) shall be liable for
any of the obligations of the Partnership or any Guarantors  under the Indenture
or such  Securities,  including  this  Security,  and (2) no director,  officer,
employee,   stockholder  or  unitholder,  as  such,  of  the  Partnership,   any
Guarantors,  the Trustee,  the Company,  the General Partner or any Affiliate of
any of the foregoing  entities  shall have any personal  liability in respect of
the obligations of the Partnership or any Guarantors under the Indenture or such
Securities  by reason of his,  her or its status.  The  agreement is part of the
consideration for the issuance of the Securities.

      The Indenture  contains  provisions  that relieve the  Partnership and any
Guarantors from the obligation to comply with certain  restrictive  covenants in
the  Indenture  and for  satisfaction  and  discharge  at any time of the entire
indebtedness  upon compliance by the Partnership and any Guarantors with certain
conditions set forth in the Indenture.

      The  obligations  of the  Partnership  pursuant to the  Indenture  and the
Securities,  including the repurchase  obligations under the Indenture,  will be
unconditionally  guaranteed,  on a senior unsecured basis, by each Guarantor, if
any.

      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.




                                      -7-
<PAGE>


                                 ASSIGNMENT FORM



     FOR VALUE RECEIVED, the undersigned sell(s), assign(s) and transfer(s) this
Security to

________________________________________________________________________________

________________________________________________________________________________
               (Print or type transferee's name, address, zip code
          and social security or taxpayer identification number above)


and  irrevocably  appoint(s)  __________________________  agent to transfer this
Security on the books of the  Partnership.  The agent may substitute  another to
act for the agent.

Please Insert Social Security or
Other Identifying Number of Assignee:____________________




Date:  _________________

                 Your signature: ______________________________________________
                                 NOTICE:  The  signature(s) on this
                                 assignment   must   correspond  in
                                 every  particular with the name(s)
                                 of   the    registered    owner(s)
                                 appearing   on  the  face  of  the
                                 Security.



                                 ______________________________________________
                                 Signature

Signature Guaranteed by:


______________________________________________
NOTICE:   Signature  must  be  guaranteed  by  an  "eligible
guarantor  institution"  meeting  the  requirements  of  the
Trustee,  which  requirements  will  include  membership  or
participation  in STAMP  or such  other  signature  guaranty
program as may be  determined by the Trustee in addition to,
or in substitution  for,  STAMP,  all in accordance with the
Securities Exchange Act of 1934, as amended.