UNLESS THIS  SECURITY IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE  OF THE
DEPOSITORY  TRUST COMPANY,  A NEW YORK  CORPORATION,  TO THE  PARTNERSHIP 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.

                      KINDER MORGAN ENERGY PARTNERS, L. P.

                           5.125% SENIOR NOTE DUE 2014

NO. 1                                                          U.S.$500,000,000

CUSIP No. 494550 AS 5

     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 Five Hundred Million
United  States  Dollars  (U.S.$500,000,000)  on November  15,  2014,  and to pay
interest  thereon  from  November  12,  2004,  or from the most recent  Interest
Payment  Date to which  interest  has  been  paid,  semi-annually  on May 15 and
November 15 in each year,  commencing  May 15,  2005,  at the rate of 5.125% per
annum,  until the principal  hereof is paid. The amount of interest  payable for
any period shall be computed on the basis of twelve  30-day months and a 360-day
year. 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  day  which is a  Business  Day (and
without  any  interest  or other  payment in respect of any 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, 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,  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 May 1 or November 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 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


<PAGE>

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 this  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  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: November ___, 2004

                               KINDER MORGAN ENERGY PARTNERS, L.P.,

                               By: Kinder Morgan G.P., Inc.,
                                   its general partner

                               By: Kinder Morgan Management, LLC,
                                   its delegate

                               By:
                                   --------------------------------
                                   C. Park Shaper
                                   Executive Vice President and
                                   Chief Executive Officer


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

                               WACHOVIA BANK, NATIONAL ASSOCIATION,
                               As Trustee

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



                                      -3-
<PAGE>


     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  31,  2003  relating  to  senior  debt
Securities  (the  "Indenture"),  between  the  Partnership  and  Wachovia  Bank,
National  Association,  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 Partnership,  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
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 the series designated on the face
hereof.

     The Securities will be redeemable, at the option of the Partnership, at any
time in whole,  or from time to time in part, upon not less than 30 and not more
than 60 days notice  mailed to each Holder of the  Securities  to be redeemed at
the Holder's  address  appearing in the Security  Register,  at a price equal to
100% of the  principal  amount of the  Securities  to be redeemed  plus  accrued
interest to the  Redemption  Date,  subject to the right of Holders of record on
the relevant  Regular Record Date to receive interest due on an Interest Payment
Date that is on or prior to the Redemption Date, plus a make-whole  premium,  if
any.  In no event  will  the  Redemption  Price  ever be less  than  100% of the
principal  amount of the Securities  being redeemed plus accrued interest to the
Redemption Date.

     The  amount of the  make-whole  premium  on any  Security,  or portion of a
Security, to be redeemed will be equal to the excess, if any, of:

     (1)   the  sum of the present values, calculated as of the Redemption Date,
           of:

           o   each interest  payment that, but for the  redemption,  would have
               been  payable on the  Security,  or portion of a Security,  being
               redeemed  on each  Interest  Payment  Date  occurring  after  the
               Redemption  Date,  excluding any accrued  interest for the period
               prior to the Redemption Date; and

           o   the principal  amount that,  but for the  redemption,  would have
               been payable at the Stated  Maturity of the Security,  or portion
               of a Security, being redeemed;

           over

     (2)   the principal amount of the Security, or portion of a Security, being
           redeemed.

     The present value of interest and principal  payments referred to in clause
(1) above will be determined in accordance with generally accepted principles of
financial  analysis.  The present values will be calculated by  discounting  the
amount of each payment of interest or principal from

                                      -4-
<PAGE>

the date that each such payment would have been payable, but for the redemption,
to the  Redemption  Date at a discount  rate  equal to the  Treasury  Yield,  as
defined below, plus 0.15%.

     The  make-whole  premium will be  calculated by an  independent  investment
banking  institution of national standing  appointed by the Partnership.  If the
Partnership  fails to make that  appointment  at least 30 business days prior to
the Redemption  Date, or if the  institution so appointed is unwilling or unable
to make the  calculation,  Goldman,  Sachs & Co. will make the  calculation.  If
Goldman,  Sachs & Co.  is  unwilling  or  unable  to make  the  calculation,  an
independent investment banking institution of national standing appointed by the
Trustee will make the calculation.

     For purposes of determining the make-whole  premium,  Treasury Yield refers
to an annual rate of interest  equal to the weekly  average yield to maturity of
United States Treasury Securities that have a constant maturity that corresponds
to the remaining term to maturity of the  Securities to be redeemed,  calculated
to the nearer 1/12 of a year (the "Remaining  Term"). The Treasury Yield will be
determined as of the third  business day  immediately  preceding the  applicable
Redemption Date.

     The  weekly  average  yields  of  United  States  Treasury  Notes  will  be
determined by reference to the most recent statistical  release published by the
Federal  Reserve Bank of New York and designated  "H.15(519)  Selected  interest
Rates" or any successor  release (the "H.15 Statistical  Release").  If the H.15
Statistical Release sets forth a weekly average yield for United States Treasury
Notes having a constant  maturity that is the same as the Remaining  Term of the
Securities to be redeemed,  then the Treasury Yield will be equal to that weekly
average  yield.  In all other cases,  the Treasury  Yield will be  calculated by
interpolation,  on a straight-line  basis,  between the weekly average yields on
the United States  Treasury Notes that have a constant  maturity  closest to and
greater than the Remaining  Term of the Securities to be redeemed and the United
States Treasury Notes that have a constant maturity closest to and less than the
Remaining Term, in each case as set forth in the H.15 Statistical  Release.  Any
weekly  average  yields so  calculated by  interpolation  will be rounded to the
nearer 0.01%, with any figure of 0.0050% or more being rounded upward. If weekly
average  yields for United States  Treasury  Notes are not available in the H.15
Statistical Release or otherwise,  then the Treasury Yield will be calculated by
interpolation of comparable rates selected by the independent investment banking
institution.

     If less than all of the  Securities  are to be  redeemed,  the Trustee will
select the Securities to be redeemed by a method that the Trustee deems fair and
appropriate.  The Trustee may select for  redemption  Securities and portions of
Securities in amounts of U.S.$1,000 or whole multiples of U.S.$1,000.

     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, and any  premium  and accrued but
unpaid  interest  on, the  Securities

                                      -5-
<PAGE>

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
Partnership and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Partnership and the Trustee with
the consent of not less than 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 Partnership with certain
provisions of the Indenture.  The Indenture permits,  with certain exceptions as
therein provided, the Holders of a majority in 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
Securities of this series at the time Outstanding a direction  inconsistent with
such  request,  and shall have failed to institute any such  proceeding,  for 90
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 any premium or interest hereon
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,  alter or impair the
obligation of the Partnership,  which is absolute and unconditional,  to pay the
principal  of and any  premium  and  interest  on this  Security  at the  times,
place(s) and rate, and in the coin or currency, herein prescribed.

     The Notes shall be entitled to the benefits of the Indenture, including the
covenants and agreements of the  Partnership  set forth  therein,  except to the
extent expressly otherwise set forth herein.

     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.


                                      -6-
<PAGE>


     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  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  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  is  overdue,  and neither the
Partnership,  the  Trustee nor any such agent shall be affected by notice to the
contrary.

     Obligations  of the  Partnership  under the  Indenture  and the  Securities
thereunder,   including  this  Security,   are  non-recourse  to  Kinder  Morgan
Management,  LLC  ("Management")  and its Affiliates (other than the Partnership
and Kinder Morgan G.P., Inc. (the "General  Partner")),  and payable only out of
cash flow and assets of the  Partnership and the General  Partner.  The Trustee,
and each Holder of a Security by its acceptance  hereof,  will be deemed to have
agreed in the Indenture  that (1) neither  Management nor its assets (nor any of
its Affiliates  other than the  Partnership and the General  Partner,  nor their
respective assets) shall be liable for any of the obligations of the Partnership
under the Indenture or such Securities, including this Security, and (2) neither
Management nor any director,  officer,  employee,  stockholder or unitholder, as
such, of the Partnership,  the Trustee,  the General Partner,  Management or any
Affiliate of any of the foregoing  entities shall have any personal liability in
respect  of the  obligations  of the  Partnership  under the  Indenture  or such
Securities by reason of his, her or its status.

     The Indenture  contains  provisions that relieve the  Partnership  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  with  certain  conditions  set  forth  in  the
Indenture.

     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-