Exhibit 4.A


     

    EXHIBIT
      4.A

     

    
      
        

      

    

     

     

    EL
      PASO
      CORPORATION

     

     

    as
      Issuer

     

     

    and

     

     

    HSBC
      BANK
      USA, NATIONAL ASSOCIATION

     

     

    as
      Trustee

     

     

    TENTH
      SUPPLEMENTAL INDENTURE

     

     

    Dated
      as of
      December 28, 2005

     

     

    to

     

    INDENTURE

     

    Dated
      as of
      May 10, 1999

     

    


     

    103⁄4%
      Senior
      Notes due 2010

    95⁄8%
      Senior
      Notes due 2012

    7.75%
      Senior Notes due 2032

    7.42%
      Senior Notes due 2037

    6.95%
      Senior Notes due 2028

    6.375%
      Senior Notes due 2009

    7.75%
      Senior Notes due 2010

    6.50%
      Senior Notes due 2008

    7.625%
      Senior Notes due 2008

    6.50%
      Senior Notes due 2006

    6.70%
      Senior Notes due 2027

    71⁄2%
      Senior
      Notes due 2006

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

         

      

    

     

    TABLE
      OF
      CONTENTS


     

    
      	 	
              Page

            
	 	 
	
              ARTICLE
                1
                Relation to Indenture; Definitions

            	
              2

            
	
              SECTION
                1.01.
                Relation to Indenture

            	
              2

            
	
              SECTION
                1.02.
                Definitions

            	
              2

            
	
              SECTION
                1.03.
                General References

            	
              2

            
	 	
               

            
	
              ARTICLE
                2 The
                Notes

            	 
	
              SECTION
                2.01.
                The Forms of the Notes

            	
              2

            
	
              SECTION
                2.02.
                Amount of Each Series of Notes

            	
              2

            
	
              SECTION
                2.03.
                Regular Record Date

            	
              3

            
	
              SECTION
                2.04.
                Global Securities; Restrictions on Transfer and Exchange

            	
              4

            
	
              SECTION
                2.05.
                Transfer and Exchange

            	
              5

            
	
              SECTION
                2.06.
                Legends

            	
              6

            
	
              SECTION
                2.07.
                Denominations

            	
              6

            
	
              SECTION
                2.08.
                Registration Rights Agreement

            	
              8

            
	
              SECTION
                2.09.
                Additional Event of Default

            	
              8

            
	
              SECTION
                2.10.
                Redemption of 6.70% Senior Notes due 2027

            	
              8

            
	
              SECTION
                2.11.
                Redemption of 7.75% Senior Notes due 2032

            	
              9

            
	 	
               

            
	
              ARTICLE
                3
                Miscellaneous

            	
              11

            
	
              SECTION
                3.01.
                Certain Trustee Matters

            	
              11

            
	
              SECTION
                3.02.
                Continued Effect

            	
              11

            
	
              SECTION
                3.03.
                Governing Law

            	
              11

            
	
              SECTION
                3.04.
                Counterparts

            	
              11

            


    

    


     

    EXHIBITS

     

    
      	
              Exhibit
                A-1:

            	
              Form
                of 103⁄4%
                Senior Note due 2010

            


    

    
      	
              Exhibit
                A-2:

            	
              Form
                of 95⁄8%
                Senior Note due 2012

            


    

    
      	
              Exhibit
                A-3:

            	
              Form
                of 7.75%
                Senior Note due 2032

            


    

    
      	
              Exhibit
                A-4:

            	
              Form
                of 7.42%
                Senior Note due 2037

            


    

    
      	
              Exhibit
                A-5:

            	
              Form
                of 6.95%
                Senior Note due 2028

            


    

    
      	
              Exhibit
                A-6:

            	
              Form
                of
                6.375% Senior Note due 2009

            


    

    
      	
              Exhibit
                A-7:

            	
              Form
                of 7.75%
                Senior Note due 2010

            


    

    
      	
              Exhibit
                A-8:

            	
              Form
                of 6.50%
                Senior Note due 2008

            


    

    
      	
              Exhibit
                A-9:

            	
              Form
                of
                7.625% Senior Note due 2008

            


    

    
      	
              Exhibit
                A-10:

            	
              Form
                of 6.50%
                Senior Note due 2006

            


    

    
      	
              Exhibit
                A-11:

            	
              Form
                of 6.70%
                Senior Note due 2027

            


    

    
      	
              Exhibit
                A-12:

            	
              Form
                of 71⁄2%
                Senior Note due 2006

            


    

     

     

    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    



    TENTH
      SUPPLEMENTAL INDENTURE,
      dated as of
      December 28, 2005 (this “Supplemental
      Indenture”),
      between
EL
      PASO
      CORPORATION,
      a Delaware
      corporation (the “Company”),
      and
HSBC
      BANK
      USA,
      NATIONAL
      ASSOCIATION,
      a national
      banking association, as successor-in-interest to JPMorgan Chase Bank (formerly
      The Chase Manhattan Bank), as trustee under the Indenture referred to below
      (in
      such capacity, the “Trustee”).

     

    RECITALS
      OF
      THE COMPANY

     

    WHEREAS,
      the
      Company and the Trustee are parties to an Indenture dated as of May 10, 1999
      (the “Original
      Indenture”),
      such Original
      Indenture, as amended and supplemented from time to time (including without
      limitation pursuant to this Supplemental Indenture), being referred to herein
      as
      the “Indenture”;
      and

     

    WHEREAS,
      upon the
      terms and subject to the conditions set forth in its Offering Memorandum and
      Consent Solicitation Statement, dated December 2, 2005 (as amended and
      supplemented to date), and in the related Letter of Transmittal and Consent,
      the
      Company has offered to exchange (the “Private
      Exchange
      Offer”)
      all of the
      outstanding debt securities heretofore issued by El Paso CGP Company, L.L.C.,
      a
      Delaware limited liability company (formerly known as El Paso CGP Company,
      a
      Delaware corporation) and a wholly-owned subsidiary of the Company
      (“CGP”),
      under (i) an
      Indenture dated as of October 1, 1990, between CGP and The Bank of New York
      Trust Company, N.A., as trustee (“BoNY”),
      (ii) an
      Indenture dated as of May 15, 1992, between CGP and BoNY, (iii) an Indenture
      dated as of September 15, 1992, between CGP and BoNY, and (iv) an Indenture
      dated as of February 24, 1997, between CGP and BoNY, for notes issued by the
      Company under the Indenture; and

     

    WHEREAS,
      pursuant
      to Section 901 of the Indenture, without the consent of any Holders, the Company
      and the Trustee, at any time and from time to time, may enter into one or more
      indentures supplemental to the Indenture to establish the form or terms of
      securities of any series as permitted by Sections 201 and 301 of the Indenture;
      and

     

    WHEREAS,
      in
      connection with the Private Exchange Offer, the Company desires to create each
      of the following series of Securities (collectively, the “Notes”):

     

    
      	 	
              (i)

            	
              a
                series of
                Securities in an aggregate principal amount of up to $56,573,000,
                which
                series shall be designated as the 103⁄4% Senior Notes due
                2010,

            


    

    
      	 	
              (ii)

            	
              a
                series of
                Securities in an aggregate principal amount of up to $150,000,000,
                which
                series shall be designated as the 95⁄8% Senior Notes due
                2012,

            


    

    
      	 	
              (iii)

            	
              a
                series of
                Securities in an aggregate principal amount of up to $150,000,000,
                which
                series shall be designated as the 7.75% Senior Notes due
                2032,

            


    

    
      	 	
              (iv)

            	
              a
                series of
                Securities in an aggregate principal amount of up to $200,000,000,
                which
                series shall be designated as the 7.42% Senior Notes due
                2037,

            


    

    
      	 	
              (v)

            	
              a
                series of
                Securities in an aggregate principal amount of up to $200,000,000,
                which
                series shall be designated as the 6.95% Senior Notes due
                2028,

            


    

    
      	 	
              (vi)

            	
              a
                series of
                Securities in an aggregate principal amount of up to $200,000,000,
                which
                series shall be designated as the 6.375% Senior Notes due
                2009,

            


    

    
      	 	
              (vii)

            	
              a
                series of
                Securities in an aggregate principal amount of up to $400,000,000,
                which
                series shall be designated as the 7.75% Senior Notes due
                2010,

            


    

    
      	 	
              (viii)

            	
              a
                series of
                Securities in an aggregate principal amount of up to $200,000,000,
                which
                series shall be designated as the 6.50% Senior Notes due
                2008,

            


    

    
      	 	
              (ix)

            	
              a
                series of
                Securities in an aggregate principal amount of up to $215,000,000,
                which
                series shall be designated as the 7.625% Senior Notes due
                2008,

            


    

    
      	 	
              (x)

            	
              a
                series of
                Securities in an aggregate principal amount of up to $109,500,000,
                which
                series shall be designated as the 6.50% Senior Notes due
                2006,

            


    

    
      	 	
              (xi)

            	
              a
                series of
                Securities in an aggregate principal amount of up to $200,000,000,
                which
                series shall be designated as the 6.70% Senior Notes due 2027,
                and

            


    

    
      	 	
              (xii)

            	
              a
                series of
                Securities in an aggregate principal amount of up to $204,910,000,
                which
                series shall be designated as the 71⁄2% Senior Notes due 2006;
                and

            


    

     

    WHEREAS,
      all action
      on the part of the Company necessary to authorize the issuance of the Notes
      under the Original Indenture and this Supplemental Indenture has been duly
      taken; and

     

    WHEREAS,
      all acts
      and things necessary to make the Notes, when executed by the Company and
      authenticated and delivered by the Trustee as provided in the Indenture, the
      valid and binding obligations of the Company and to make this Supplemental
      Indenture a valid and binding agreement in accordance with the Original
      Indenture have been done or performed; and

     

    WHEREAS,
      the
      Company has entered into a Registration Rights Agreement dated as of December
      28, 2005 (the “Registration
      Rights Agreement”),
      among the
      Company, Goldman, Sachs & Co. (“Goldman”)
      and Citigroup
      Global Markets Inc. (“Citigroup”
and
      collectively
      with Goldman, the “Dealer
      Managers”),
      relating to the
      Notes;

     

    NOW,
      THEREFORE, in
      consideration of the premises, agreements and obligations set forth herein
      and
      for other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the parties hereto hereby agree, for the equal and
      proportionate benefit of all Holders of the Notes, as follows:

     

    ARTICLE
      1  

    Relation
      to
      Indenture; Definitions

     

    SECTION
      1.01.  Relation
      to Indenture. 

     

    With
      respect to the
      Notes, this Supplemental Indenture constitutes an integral part of the
      Indenture.

     

    SECTION
      1.02.  Definitions. 

     

    For
      all purposes of
      this Supplemental Indenture, except as otherwise expressly provided herein,
      capitalized terms used herein and not otherwise defined herein shall have the
      meanings assigned thereto in the Original Indenture.

     

    SECTION
      1.03.   General
      References. 

     

    All
      references in
      this Supplemental Indenture to Articles and Sections, unless otherwise
      specified, refer to the corresponding Articles and Sections of this Supplemental
      Indenture; and the terms “herein”,
“hereof”,
“hereunder”
and
      any other
      word of similar import refers to this Supplemental Indenture.

     

    ARTICLE
      2 

    The
      Notes

     

    SECTION
      2.01.   The
      Forms of the Notes. 

     

    Notwithstanding
      anything to the contrary set forth in the Original Indenture,

     

    (1)  the
      103⁄4% Senior
      Notes due 2010 shall be substantially in the form attached as Exhibit A-1
      hereto;

    (2)  the
      95⁄8% Senior
      Notes due 2012 shall be substantially in the form attached as Exhibit A-2
      hereto;

    (3)  the
      7.75% Senior
      Notes due 2032 shall be substantially in the form attached as Exhibit A-3
      hereto;

    (4)  the
      7.42% Senior
      Notes due 2037 shall be substantially in the form attached as Exhibit A-4
      hereto;

    (5)  the
      6.95% Senior
      Notes due 2028 shall be substantially in the form attached as Exhibit A-5
      hereto;

    (6)  the
      6.375% Senior
      Notes due 2009 shall be substantially in the form attached as Exhibit A-6
      hereto;

    (7)  the
      7.75% Senior
      Notes due 2010 shall be substantially in the form attached as Exhibit A-7
      hereto;

    (8)  the
      6.50% Senior
      Notes due 2008 shall be substantially in the form attached as Exhibit A-8
      hereto;

    (9)  the
      7.625% Senior
      Notes due 2008 shall be substantially in the form attached as Exhibit A-9
      hereto;

    (10)  the
      6.50% Senior
      Notes due 2006 shall be substantially in the form attached as Exhibit A-10
      hereto;

    (11)  the
      6.70% Senior
      Notes due 2027 shall be substantially in the form attached as Exhibit A-11
      hereto;
      and

    (12)  the
      71⁄2% Senior
      Notes due 2006 shall be substantially in the form attached as Exhibit A-12
      hereto,

     

    in
      each case with
      such appropriate insertions, omissions, substitutions and other variations
      as
      are required or permitted by the Indenture, and may have such letters, numbers
      or other marks of identification and such legends or endorsements placed thereon
      as the Company may deem appropriate or as may be required or appropriate to
      comply with any laws or with any rules made pursuant thereto or with the rules
      of any securities exchange or automated quotation system on which the Notes
      may
      be listed or traded, or to conform to general usage, or as may, consistently
      with the Indenture, be determined by the officers executing such Notes, as
      evidenced by their execution thereof.

     

    Except
      as otherwise
      provided herein, the Notes shall be executed, authenticated and delivered in
      accordance with the provisions of, and shall in all respects be subject to,
      the
      terms, conditions and covenants of the Original Indenture as supplemented by
      this Supplemental Indenture (including the forms of Notes set forth as
Exhibits A-1
      through
A-12
      hereto (the terms
      of which are incorporated in and made a part of this Supplemental Indenture
      for
      all intents and purposes)). In the event of any inconsistency between the
      provisions of this Supplemental Indenture and the provisions of the Original
      Indenture, the provisions of this Supplemental Indenture shall be controlling
      with respect to the Notes.

     

    SECTION
      2.02.   Amount
      of Each Series of Notes. 

     

    (1)  The
      aggregate
      principal amount of 103⁄4% Senior Notes due 2010 which may be authenticated and
      delivered pursuant hereto is $56,573,000. The Trustee shall initially
      authenticate and deliver 103⁄4% Senior Notes due 2010 for original issue in an
      initial aggregate principal amount of $39,755,000 upon delivery to the Trustee
      of a Company Order for the authentication and delivery of such
      Notes.

     

    (2)  The
      aggregate
      principal amount of 95⁄8% Senior Notes due 2012 which may be authenticated and
      delivered pursuant hereto is $150,000,000. The Trustee shall initially
      authenticate and deliver 95⁄8% Senior Notes due 2012 for original issue in an
      initial aggregate principal amount of $136,118,000 upon delivery to the Trustee
      of a Company Order for the authentication and delivery of such
      Notes.

     

    (3)  The
      aggregate
      principal amount of 7.75% Senior Notes due 2032 which may be authenticated
      and
      delivered pursuant hereto is $150,000,000. The Trustee shall initially
      authenticate and deliver 7.75% Senior Notes due 2032 for original issue in
      an
      initial aggregate principal amount of $112,440,000 upon delivery to the Trustee
      of a Company Order for the authentication and delivery of such
      Notes.

     

    (4)  The
      aggregate
      principal amount of 7.42% Senior Notes due 2037 which may be authenticated
      and
      delivered pursuant hereto is $200,000,000. The Trustee shall initially
      authenticate and deliver 7.42% Senior Notes due 2037 for original issue in
      an
      initial aggregate principal amount of $165,642,000 upon delivery to the Trustee
      of a Company Order for the authentication and delivery of such
      Notes.

     

    (5)  The
      aggregate
      principal amount of 6.95% Senior Notes due 2028 which may be authenticated
      and
      delivered pursuant hereto is $200,000,000. The Trustee shall initially
      authenticate and deliver 6.95% Senior Notes due 2028 for original issue in
      an
      initial aggregate principal amount of $197,080,000 upon delivery to the Trustee
      of a Company Order for the authentication and delivery of such
      Notes.

     

    (6)  The
      aggregate
      principal amount of 6.375% Senior Notes due 2009 which may be authenticated
      and
      delivered pursuant hereto is $200,000,000. The Trustee shall initially
      authenticate and deliver 6.375% Senior Notes due 2009 for original issue in
      an
      initial aggregate principal amount of $189,443,000 upon delivery to the Trustee
      of a Company Order for the authentication and delivery of such
      Notes.

     

    (7)  The
      aggregate
      principal amount of 7.75% Senior Notes due 2010 which may be authenticated
      and
      delivered pursuant hereto is $400,000,000. The Trustee shall initially
      authenticate and deliver 7.75% Senior Notes due 2010 for original issue in
      an
      initial aggregate principal amount of $369,729,000 upon delivery to the Trustee
      of a Company Order for the authentication and delivery of such
      Notes.

     

    (8)  The
      aggregate
      principal amount of 6.50% Senior Notes due 2008 which may be authenticated
      and
      delivered pursuant hereto is $200,000,000. The Trustee shall initially
      authenticate and deliver 6.50% Senior Notes due 2008 for original issue in
      an
      initial aggregate principal amount of $188,682,000 upon delivery to the Trustee
      of a Company Order for the authentication and delivery of such
      Notes.

     

    (9)  The
      aggregate
      principal amount of 7.625% Senior Notes due 2008 which may be authenticated
      and
      delivered pursuant hereto is $215,000,000. The Trustee shall initially
      authenticate and deliver 7.625% Senior Notes due 2008 for original issue in
      an
      initial aggregate principal amount of $206,596,000 upon delivery to the Trustee
      of a Company Order for the authentication and delivery of such
      Notes.

     

    (10)  The
      aggregate
      principal amount of 6.50% Senior Notes due 2006 which may be authenticated
      and
      delivered pursuant hereto is $109,500,000. The Trustee shall initially
      authenticate and deliver 6.50% Senior Notes due 2006 for original issue in
      an
      initial aggregate principal amount of $91,860,000 upon delivery to the Trustee
      of a Company Order for the authentication and delivery of such
      Notes.

     

    (11)  The
      aggregate
      principal amount of 6.70% Senior Notes due 2027 which may be authenticated
      and
      delivered pursuant hereto is $200,000,000. The Trustee shall initially
      authenticate and deliver 6.70% Senior Notes due 2027 for original issue in
      an
      initial aggregate principal amount of $161,913,000 upon delivery to the Trustee
      of a Company Order for the authentication and delivery of such
      Notes.

     

    (12)  The
      aggregate
      principal amount of 71⁄2% Senior Notes due 2006 which may be authenticated and
      delivered pursuant hereto is $204,910,000. The Trustee shall initially
      authenticate and deliver 71⁄2% Senior Notes due 2006 for original issue in an
      initial aggregate principal amount of $182,525,000 upon delivery to the Trustee
      of a Company Order for the authentication and delivery of such
      Notes.

     

    SECTION
      2.03.   Regular
      Record Date. 

     

    The
“Regular
      Record
      Date”
for
      each series
      of Notes shall be as follows:

     

    (1)  with
      respect to
      each Interest Payment Date relating to the 103⁄4% Senior Notes due 2010, the
      fifteenth calendar day of the month preceding the month in which such Interest
      Payment Date occurs (whether or not a Business Day);

     

    (2)  with
      respect to
      each Interest Payment Date relating to the 95⁄8% Senior Notes due 2012, the first
      calendar day of the month in which such Interest Payment Date occurs (whether
      or
      not a Business Day);

     

    (3)  with
      respect to
      each Interest Payment Date relating to the 7.75% Senior Notes due 2032, the
      first calendar day of the month in which such Interest Payment Date occurs
      (whether or not a Business Day);

     

    (4)  with
      respect to
      each Interest Payment Date relating to the 7.42% Senior Notes due 2037, the
      first calendar day of the month in which such Interest Payment Date occurs
      (whether or not a Business Day);

     

    (5)  with
      respect to
      each Interest Payment Date relating to the 6.95% Senior Notes due 2028, the
      fifteenth calendar day of the month preceding the month in which such Interest
      Payment Date occurs (whether or not a Business Day);

     

    (6)  with
      respect to
      each Interest Payment Date relating to the 6.375% Senior Notes due 2009, the
      fifteenth calendar day of the month preceding the month in which such Interest
      Payment Date occurs (whether or not a Business Day);

     

    (7)  with
      respect to
      each Interest Payment Date relating to the 7.75% Senior Notes due 2010, the
      first calendar day of the month in which such Interest Payment Date occurs
      (whether or not a Business Day);

     

    (8)  with
      respect to
      each Interest Payment Date relating to the 6.50% Senior Notes due 2008, the
      fifteenth calendar day of the month preceding the month in which such Interest
      Payment Date occurs (whether or not a Business Day);

     

    (9)  with
      respect to
      each Interest Payment Date relating to the 7.625% Senior Notes due 2008, the
      fifteenth calendar day of the month preceding the month in which such Interest
      Payment Date occurs (whether or not a Business Day);

     

    (10)  with
      respect to
      each Interest Payment Date relating to the 6.50% Senior Notes due 2006, the
      first calendar day of the month in which such Interest Payment Date occurs
      (whether or not a Business Day);

     

    (11)  with
      respect to
      each Interest Payment Date relating to the 6.70% Senior Notes due 2027, the
      first calendar day of the month in which such Interest Payment Date occurs
      (whether or not a Business Day);

     

    (12)  with
      respect to
      each Interest Payment Date relating to the 71⁄2% Senior Notes due 2006, the first
      calendar day of the month in which such Interest Payment Date occurs (whether
      or
      not a Business Day).

     

    SECTION
      2.04.   Global
      Securities; Restrictions on Transfer and Exchange. 

     

    The
      Notes of each
      series shall initially be issued in the form of one or more Global Securities.
      Such Global Securities (i)  shall bear the legends applicable to Global
      Securities set forth in the Original Indenture (including without limitation
      in
      Sections 202 and 204 thereof), (ii) may be exchanged in whole or in part
      for Securities in definitive form upon the terms and subject to the conditions
      provided in the Original Indenture (including without limitation
      Section 305 thereof) and in this Supplemental Indenture and
      (iii) shall otherwise be subject to the applicable provisions of the
      Indenture.

     

    (1)  Rule
      144A
      Global Notes.
      The Notes of any
      series offered and sold to “qualified institutional buyers” (“QIBs”
or
      individually,
      a “QIB”)
      (which term
      shall have the meaning assigned to it in Rule 144A under the Securities Act
      of
      1933, as amended (the “Securities
      Act”))
      in the United
      States of America in reliance on Rule 144A will initially be issued as permanent
      Global Securities (the “Rule
      144A Global
      Notes”),
      without
      interest coupons, substantially in the form of the exhibit hereto that applies
      to such series. The Rule 144A Global Notes will be duly executed by the Company,
      authenticated by the Trustee, deposited with the Trustee (as custodian for
      The
      Depository Trust Company (“DTC”),
      which shall act
      as Depositary with respect to the Notes constituting Global Securities) and
      registered in the name of DTC or a nominee thereof.

     

    (2)  Regulation
      S
      Global Notes.
      The Notes of any
      series offered and sold in Offshore Transactions to Non-U.S. Persons (each
      such
      term to have the meaning assigned to it in Regulation S under the Securities
      Act
      (“Regulation
      S”))
      in reliance on
      Regulation S will initially be issued as permanent Global Securities (the
“Regulation
      S
      Global Notes”),
      without
      interest coupons, substantially in the form of the exhibit hereto that applies
      to such series. The Regulation S Global Notes will be duly executed by the
      Company, authenticated by the Trustee, deposited with the Trustee (as custodian
      for DTC) and registered in the name of DTC or a nominee thereof.

     

    SECTION
      2.05.   Transfer
      and Exchange. 

     

    (1)  Transfer
      and
      Exchange of Notes in Certificated Form.
      In addition to
      the requirements set forth in the Original Indenture (including without
      limitation Section 305 thereof), the Notes of any series in certificated form
      that are “Registrable Securities” under the Registration Rights Agreement (the
“Transfer
      Restricted Securities”)
      which are
      presented or surrendered for registration of transfer or exchange pursuant
      the
      Original Indenture shall be accompanied by the following additional information
      and documents, as applicable, upon which the Security Registrar and the Trustee
      may conclusively rely:

     

    (a)  if
      such Transfer
      Restricted Securities are being delivered to the Security Registrar by a Holder
      for registration in the name of such Holder, without transfer, a certification
      from such Holder to that effect (in substantially the form of the
      Exchange/Transfer Certificate included in the exhibit hereto that applies to
      such series); or

     

    (b)  if
      such Transfer
      Restricted Securities are being transferred (1) to a QIB in accordance with
      Rule
      144A under the Securities Act or (2) pursuant to an exemption from registration
      in accordance with Rule 144 under the Securities Act (and based upon an opinion
      of counsel if the Company or the Trustee so requests) or (3) pursuant to an
      effective registration statement under the Securities Act, a certification
      to
      that effect from the Holder (in substantially the form of the Exchange/Transfer
      Certificate included in the exhibit hereto that applies to such series);
      or

     

    (c)  if
      such Transfer
      Restricted Securities are being transferred pursuant to an exemption from
      registration in accordance with Rule 904 of Regulation S under the Securities
      Act, certifications to that effect from the Holder (in substantially the form
      of
      both (i) the Exchange/Transfer Certificate included in the exhibit hereto that
      applies to such series and (ii) the Regulation S Certificate included in such
      exhibit) and an opinion of counsel to that effect if the Company or the Trustee
      so requests; or

     

    (d)  if
      such Transfer
      Restricted Securities are being transferred in reliance on and in compliance
      with another exemption from the registration requirements of the Securities
      Act,
      a certification to that effect from the Holder (in substantially the form of
      the
      Exchange/Transfer Certificate included in the exhibit hereto that applies to
      such series) and an opinion of counsel to that effect if the Company or the
      Trustee so requests.

     

    (2)  Transfer
      and
      Exchange of Global Notes.
      The transfer and
      exchange of the Global Notes (as defined below) or beneficial interests therein
      shall be effected through the Depositary, upon the terms and subject to the
      conditions provided in the Original Indenture, this Supplemental Indenture
      (including the restrictions on transfer set forth therein and herein) and the
      rules and procedures of the Depositary therefor, which shall include
      restrictions on transfer comparable to those set forth therein and herein to
      the
      extent required by the Securities Act. Neither the Security Registrar nor the
      Trustee shall have any liability or responsibility for any such transfers or
      exchanges of the Global Notes or beneficial interests therein.

     

    SECTION
      2.06.   Legends. 

     

    (1)  Except
      as permitted
      by the following paragraphs (2) and (3) immediately below, each certificate
      evidencing the Rule 144A Global Notes or Regulation S Global Notes (each a
      “Global
      Note”)
      or any other
      Notes in certificated form (and all Notes issued in exchange therefor or
      substitution thereof other than the Exchange Notes (as defined below)) shall
      bear a legend in substantially the following form:

     

    THIS
      SECURITY HAS
      NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
      “SECURITIES ACT”) AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR
      OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
      BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY
      ITS
      ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

     

    (1) REPRESENTS
      THAT (A)
      IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE
      SECURITIES ACT) (A “QIB”) OR (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS
      SECURITY FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS
      SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
      SECURITIES ACT,

     

    (2) AGREES
      THAT IT WILL
      NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) (TAKING INTO ACCOUNT
      THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE) UNDER
      THE
      SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS SECURITY, RESELL
      OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY
      THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB PURCHASING
      FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE WITH RULE 144A
      UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE
      TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT
      TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
      ACT
      (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
      THE
      SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
      LAWS, AND

     

    (3) AGREES
      THAT IT WILL
      DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS
      TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (2)(D) OR (2)(E) ABOVE)
      A
      NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

     

    IN
      CONNECTION WITH
      ANY TRANSFER OF THIS SECURITY OR ANY INTEREST HEREIN WITHIN THE TIME PERIOD
      REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE
      REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS
      CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,”
“UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF
      REGULATION S UNDER THE SECURITIES ACT.

     

    (2)  Upon
      any sale or
      transfer of a Transfer Restricted Security (including any Transfer Restricted
      Security represented by a Global Note) pursuant to Rule 144 under the Securities
      Act or an effective registration statement under the Securities Act, which
      in
      either case shall be certified by the Company to the Trustee and the Security
      Registrar upon which each may conclusively rely:

     

    (a)  in
      the case of any
      Transfer Restricted Security of any series in definitive form, the Security
      Registrar shall permit the Holder thereof to exchange such Transfer Restricted
      Security for a Note of the same series in definitive form that does not bear
      the
      legend set forth in (1) above and rescind any restriction on the transfer of
      such Transfer Restricted Security; and

     

    (b)  in
      the case of any
      Transfer Restricted Security represented by a Global Note, such Transfer
      Restricted Security shall not be required to bear the legend(s) set forth in
      (1)
      above if all other interests in such Global Note have been or are concurrently
      being sold or transferred pursuant to Rule 144 under the Securities Act or
      pursuant to an effective registration statement under the Securities Act, but
      such Transfer Restricted Security shall continue to be subject to the provisions
      of Section 305 of the Original Indenture and this Section 2.06 of this
      Supplemental Indenture.

     

    (3)  Notwithstanding
      the
      foregoing, upon consummation of the Registered Exchange Offer, as defined in
      the
      Registration Rights Agreement (the “Registered
      Exchange Offer”),
      the Company
      shall issue and, upon receipt of a Company Order in accordance with the Original
      Indenture, the Trustee shall authenticate Notes (“Exchange
      Notes”)
      in exchange for
      Notes accepted for exchange in the Registered Exchange Offer, which Exchange
      Notes shall not bear the legend set forth in (1) above, and the Security
      Registrar shall rescind any restriction on the transfer of the Exchange Notes,
      in each case unless the Holder of Notes being transferred in the Registered
      Exchange Offer is either (A) a broker-dealer tendering Notes acquired directly
      from the Company, (B) a person participating in the Registered Exchange Offer
      for purposes of distributing the Exchange Notes or (C) a person who is an
“affiliate” (as defined in Rule 144 under the Securities Act) of the Company.
      The Company shall identify to the Trustee and the Security Registrar such
      Holders of the Notes in a written certification signed by an officer of the
      Company and, absent receipt of a certificate from the Company to such effect,
      the Trustee and the Security Registrar shall assume that there are no such
      Holders.

     

    SECTION
      2.07.   Denominations. 

     

    Notwithstanding
      anything to the contrary set forth in the Original Indenture, the Notes of
      each
      series shall be issued in denominations of $1,000 and integral multiples of
      $1,000.

     

    SECTION
      2.08.   Registration
      Rights Agreement. 

     

    Holders
      of the
      Notes of each series shall have the benefit of the Company’s registration
      obligations with respect to the Notes, and such Holders shall also have certain
      obligations to indemnify the Company under certain circumstances, all as more
      fully set forth in the Registration Rights Agreement.

     

    SECTION
      2.09.   Additional
      Event of Default. 

     

    With
      respect only
      to the Notes of each series, in addition to the other events or circumstances
      set forth as Events of Default in Section 501 of the Original Indenture, the
      following event shall constitute an Event of Default: default in the payment
      of
      Liquidated Damages (as defined in the Registration Rights Agreement), if any,
      when such Liquidated Damages become due and payable pursuant to the Registration
      Rights Agreement and the continuance of such default for 30 days.

     

    SECTION
      2.10.  Redemption
      of 6.70% Senior Notes due 2027. 

     

    Notwithstanding
      anything to the contrary set forth herein or in the Indenture, the provisions
      of
      this Section 2.10 shall apply to, and be for the equal and proportionate benefit
      of all Holders of, only the 6.70% Senior Notes due 2027 (for the purposes of
      this Section 2.10, the “6.70%
      Notes”).

     

    (1)  The
      6.70% Notes are
      not redeemable at the Company’s option prior to their Stated Maturity. On
      February 15, 2007, or if such date is not a Business Day, then the next
      succeeding Business Day (for the purposes of this Section 2.10, the
“Redemption
      Date”),
      each Holder of
      6.70% Notes will have the right (for the purposes of this Section 2.10, the
      “Redemption
      Right”)
      to require the
      Company to redeem all or any part (equal to $1,000 in principal amount or an
      integral multiple thereof) of such Holder’s 6.70% Notes, in accordance with the
      provisions set forth herein, for cash at a purchase price equal to 100% of
      the
      aggregate principal amount thereof (for the purposes of this Section 2.10,
      the
“Redemption
      Price”),
      plus accrued
      and unpaid interest, if any, thereon to the Redemption Date.

     

    (2)  On
      or prior to
      November 30, 2006, the Company shall send, by first class mail, postage prepaid,
      a notice of the Redemption Right to each Holder of 6.70% Notes at its address
      appearing in the Security Register, with a copy to the Trustee,
      stating:

     

    (a)  that
      such Holder
      has the Redemption Right;

     

    (b)  the
      Redemption
      Date;

     

    (c)  the
      Redemption
      Price (including the amount of any accrued and unpaid interest);

     

    (d)  that
      any 6.70% Note
      not submitted for redemption will continue to accrue interest;

     

    (e)  that
      on the
      Redemption Date the Redemption Price shall become due and payable upon each
      6.70% Note submitted for redemption pursuant to the Redemption Right and that,
      unless the Company defaults in paying the Redemption Price therefor, any 6.70%
      Note submitted for redemption pursuant to the Redemption Right shall cease
      to
      accrue interest after the Redemption Date;

     

    (f)  that
      any Holder
      electing to have a 6.70% Note redeemed pursuant to the Redemption Right will
      be
      required to surrender the 6.70% Note, or transfer the 6.70% Note by book-entry,
      with the form entitled “Option of Holder to Elect Redemption on February 15,
      2007” on the reverse side of such 6.70% Note, duly completed, to the Trustee
      during the period from December 15, 2006 and prior to 5:00 p.m. (New York City
      time) on January 15, 2007 (or if such date is not a Business Day, then the
      next
      succeeding Business Day) at the address specified in such notice;

     

    (g)  that
      any election
      on the part of a Holder to exercise the Redemption Right effected in accordance
      herewith shall be irrevocable on the part of the Holder and may not be
      withdrawn; and

     

    (h)  that
      Holders whose
      6.70% Notes are being redeemed only in part will be issued a new 6.70% Note
      or
      6.70% Notes equal in principal amount to the unredeemed portion of the 6.70%
      Notes surrendered (which unredeemed portion must be equal to $1,000 in principal
      amount or an integral multiple thereof).

     

    (3)  On
      or prior to the
      Redemption Date, the Company shall deposit with the Trustee or with the Paying
      Agent (or, if the Company is acting as its own Paying Agent, segregate and
      hold
      in trust as provided in Section 1003 of the Indenture) an amount of cash
      sufficient to pay the Redemption Price of, and (except if the Redemption Date
      shall be an Interest Payment Date) any accrued and unpaid interest on, all
      6.70%
      Notes or portions thereof which are to be redeemed on that date.

     

    (4)  The
      6.70% Notes to
      be redeemed shall, on the Redemption Date, become due and payable at the
      Redemption Price thereof and from and after such date (unless the Company shall
      default in the payment of the Redemption Price) such 6.70% Notes shall cease
      to
      bear interest. Upon submission of any 6.70% Note for redemption in accordance
      with the provisions hereof, such 6.70% Note shall be paid by the Company at
      the
      Redemption Price, plus accrued and unpaid interest, if any, to the Redemption
      Date; provided,
however,
      that installments
      of interest whose Stated Maturity is on or prior to the Redemption Date shall
      be
      payable to the Holders of such 6.70% Notes registered as such on the relevant
      Record Date according to the terms and provisions hereof and Section 307 of
      the
      Indenture.

     

    (5)  If
      any 6.70% Note
      is to be redeemed in part, the Company shall execute and the Trustee, upon
      Company Order, shall authenticate and deliver to the Holder of such 6.70% Note,
      without service charge, a new 6.70% Note or 6.70% Notes equal in principal
      amount to the unredeemed portion of the 6.70% Note surrendered (which unredeemed
      portion must be equal to $1,000 in principal amount or an integral multiple
      thereof).

     

    (6)  The
      Company shall
      comply with the requirements of Rule 14e-1 under the Securities Exchange Act
      of
      1934, as amended, and any other securities laws and regulations thereunder
      to
      the extent such laws and regulations are applicable to the redemption of the
      6.70% Notes pursuant to the Redemption Right. To the extent that the provisions
      of any such rule conflict with the provisions hereof relating to the Redemption
      Right, the Company shall comply with the provisions of such rule and be deemed
      not to have breached its obligations relating to the Redemption Right by virtue
      thereof.

     

    (7)  All
      questions
      regarding the validity, form, eligibility (including time of receipt) and
      acceptance of any 6.70% Notes for redemption will be determined by the Company,
      and its determination will be final and binding.

     

    SECTION
      2.11.  Redemption
      of 7.75% Senior Notes due 2032. 

     

    Notwithstanding
      anything to the contrary set forth herein or in the Indenture, the provisions
      of
      this Section 2.11 shall apply to, and be for the equal and proportionate benefit
      of all Holders of, only the 7.75% Senior Notes due 2032 (for the purposes of
      this Section 2.11, the “7.75%
      Notes”).

     

    (1)  Each
      7.75% Note
      will be subject to redemption at the option of the Company on any date on and
      after the Redemption Commencement Date specified on the face thereof, in whole
      or from time to time in part, at the Make-Whole Price (as defined below), on
      notice given no more than 60 nor less than 30 calendar days prior to the date
      of
      redemption (for the purposes of this Section 2.11, the “Redemption
      Date”)
      and in
      accordance with the provisions of the Indenture.

     

    (2)  For
      the purposes of
      this Section 2.11, “Make-Whole
      Price”
means
      an amount
      equal to the greater of (i) 100% of the principal amount of a 7.75% Note to
      be
      redeemed and (ii) as determined by an Independent Investment Banker (as defined
      below), the sum of the present values of the remaining scheduled payments of
      principal and interest thereon (not including any portion of such payments
      of
      interest accrued as of the Redemption Date) discounted back to the Redemption
      Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
      months) at the Treasury Rate (as defined below) plus 25 basis points, plus,
      in
      the case of both (i) and (ii), accrued and unpaid interest to the Redemption
      Date. Unless the Company defaults in payment of the Make-Whole Price, on and
      after the Redemption Date, interest will cease to accrue on the principal amount
      of a 7.75% Note to be redeemed. In the event of redemption of the 7.75% Note
      in
      part only, a new 7.75% Note of like tenor for the unredeemed portion thereof
      and
      otherwise having the same terms as the 7.75% Note shall be issued in the name
      of
      the Holder thereof upon the presentation and surrender thereof.

     

    (3)  For
      the purposes of
      this Section 2.11,

     

    (a) “Comparable
      Treasury Issue”
means
      the United
      States Treasury security selected by an Independent Investment Banker as having
      a maturity comparable to the remaining term of a 7.75% Note 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 7.75% Note;

     

    (b) “Comparable
      Treasury Price”
means,
      with
      respect to any Redemption Date, (i) the average of five Reference Treasury
      Dealer Quotations for such Redemption Date, after excluding the highest and
      lowest of such Reference Treasury Dealer Quotations, or (ii) if the Trustee
      obtains fewer than five such Reference Treasury Dealer Quotations, the average
      of all such Reference Treasury Dealer Quotations;

     

    (c) “Independent
      Investment Banker”
means
      one of the
      Reference Treasury Dealers appointed by the Trustee after consultation with
      the
      Company;

     

    (d) “Reference
      Treasury Dealer”
means
      (i) Banc of
      America Securities LLC; ABN AMRO Incorporated; BNP Paribas Securities Corp.;
      Credit Lyonnais Securities (USA) Inc. and J.P. Morgan Securities Inc. and their
      respective successors; provided,
however,
      that if any of
      the foregoing shall not be a primary U.S. government securities dealer in New
      York City (for the purposes of this Section 2.11, a “Primary
      Treasury
      Dealer”),
      the Company
      shall substitute therefor another Primary Treasury Dealer; and (ii) any two
      other Primary Treasury Dealers the Company selects;

     

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

     

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

     

    (4)  Notwithstanding
      Section 1104 of the Indenture, the notice of redemption with respect to the
      foregoing redemption need not set forth the Make-Whole Price but only the manner
      of calculation thereof. The Company shall notify the Trustee of the Make-Whole
      Price with respect to the foregoing redemption promptly after the calculation
      thereof, and the Trustee shall not be responsible for such
      calculation.

     

    ARTICLE
      3 

    Miscellaneous

     

    SECTION
      3.01.   Certain
      Trustee Matters. 

     

    The
      recitals
      contained herein shall be taken as the statements of the Company, and the
      Trustee assumes no responsibility for their correctness.

     

    The
      Trustee makes
      no representations as to the validity or sufficiency of this Supplemental
      Indenture or the Notes or the proper authorization or the due execution hereof
      or thereof by the Company.

     

    SECTION
      3.02.   Continued
      Effect. 

     

    Except
      as expressly
      supplemented and amended by this Supplemental Indenture, the Original Indenture
      (as supplemented and amended to date) shall continue in full force and effect
      in
      accordance with the provisions thereof, and the Original Indenture (as so
      supplemented and amended, and as further supplemented and amended by this
      Supplemental Indenture) is in all respects hereby ratified and confirmed. This
      Supplemental Indenture and all its provisions shall be deemed a part of the
      Original Indenture in the manner and to the extent herein and therein
      provided.

     

    SECTION
      3.03.   Governing
      Law. 

     

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

     

    SECTION
      3.04.   Counterparts. 

     

    This
      instrument may
      be executed in any number of counterparts, each of which shall be deemed to
      be
      an original, but all such counterparts shall together constitute but one and
      the
      same instrument.

     

    (Signature
      Pages Follow)

     

    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    



    IN
      WITNESS WHEREOF,
      the parties hereto have caused this Supplemental Indenture to be duly executed
      and delivered, all as of the day and year first above written.

     

    EL
      PASO
      CORPORATION

    


    


    By: /s/
      John J.
      Hopper

    Name:
John
      J.
      Hopper

    Title: Vice
      President
      and Treasurer

    


    


    


    


     

     

    



    HSBC
      BANK USA,
      NATIONAL ASSOCIATION

    as
      Trustee

    


    


    By:
/s/
      Herawattee
      Alli

    Authorized
      Signatory

    


    


    


    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


             

          

        

      

    

    



    EXHIBIT
      A-1

     

    [FORM
      OF
      FACE OF 103⁄4% SENIOR NOTE DUE 2010]

     

    [If
      a
      Global Security, insert—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.]

     

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

     

    [If
      a
      Transfer Restricted Security, insert—THIS SECURITY HAS NOT BEEN REGISTERED UNDER
      THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND,
      ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN
      THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT
      AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A
      BENEFICIAL INTEREST HEREIN, THE HOLDER:

     

    (1) REPRESENTS
      THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER
      THE SECURITIES ACT) (A “QIB”) OR (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING
      THIS SECURITY FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING
      THIS
      SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
      SECURITIES ACT,

     

    (2) AGREES
      THAT
      IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) (TAKING INTO
      ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE)
      UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS
      SECURITY, RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER
      OR
      ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES
      IS A
      QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE
      WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN
      OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT,
      (D)
      PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
      SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS, AND

     

    (3) AGREES
      THAT
      IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN
      IS
      TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (2)(D) OR (2)(E) ABOVE)
      A
      NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

     

    IN
      CONNECTION WITH ANY TRANSFER OF THIS SECURITY OR ANY INTEREST HEREIN WITHIN
      THE
      TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET
      FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT
      THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS “OFFSHORE
      TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM
      BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT.]

     

    
      	
              CUSIP
                No. ___________

            	 
	
              ISIN
                No. ___________

            	 
	
              No.:  ___________

            	
              $_____________

            


    

    


     

    EL
      PASO
      CORPORATION

     

    103⁄4%
      Senior
      Note due 2010

     

    El
      Paso
      Corporation, a corporation duly organized and existing under the laws of
      Delaware (the “Company,”
which
      term
      includes any successor corporation under the Indenture hereinafter referred
      to),
      for value received, hereby promises to pay to
      [_________________________________] [if
      a Global
      Security, insert - Cede
&
Co.,
      as
      nominee for The Depository Trust Company] or its registered assigns, the
      principal sum of _______________________ United States Dollars [if
      a Global
      Security, insert - ,
      or such other
      principal amount as shall be set forth in the Schedule of Increases or Decreases
      attached hereto,] at the office of the Company designated for such purpose
      in
      The City of New York, on October 1, 2010 in such coin or currency of the United
      States of America as at the time of payment shall be legal tender for the
      payment of public and private debts, and to pay interest thereon semi-annually
      in arrears on each April 1 and October 1 of each year (each such date, an
“Interest
      Payment
      Date”),
      commencing on
      April 1, 2006, at the rate of 103⁄4% per annum from, and including, October 1,
      2005 (or from and including the next most recent date to which interest has
      been
      paid or duly provided for) to, but excluding, the date on which the principal
      hereof has been paid or made available for payment.

     

    The
      amount of
      interest so payable for any period shall be computed on the basis of a 360-day
      year of twelve 30-day months. In the event that any Interest Payment Date is
      not
      a Business Day, then payment of the interest or principal payable on such date
      will be made on the next succeeding day which is a Business Day and no interest
      shall accrue in respect of the amounts which payment is so delayed for the
      period from and after such Interest Payment Date, except that, if such Business
      Day is in the next succeeding calendar year, such payment shall be made on
      the
      immediately preceding Business Day, in each case with the same force and effect
      as if made on such date.

     

    Payments
      of the
      principal of and interest on the 103⁄4% Senior Notes due 2010 (hereinafter called
      the “103⁄4%
      Notes”)
      shall be made at
      the office of the Company designated for such purpose in The City of New York;
      provided that, unless this 103⁄4% Note is a 103⁄4% Note issued in global form
      (“Global
      Security”),
      interest may be
      paid, at the option of the Company, (i) by check mailed to the address of the
      Person entitled thereto as such address shall appear in the Security Register
      or
      (ii) by wire transfer at such place and to such account at a banking institution
      in the United States as may be designated in writing to the Trustee at least
      five Business Days prior to the date for payment by the Person entitled thereto.
      The interest so payable, and punctually paid or duly provided for, on any
      Interest Payment Date, as provided in the Indenture, as hereinafter defined,
      shall be paid to the Person in whose name this 103⁄4% Note (or one or more
      Predecessor Securities) shall have been registered at the close of business
      on
      the Regular Record Date with respect to such Interest Payment Date, provided
      that interest payable on the Stated Maturity shall be paid to the Person to
      whom
      principal is paid. Any such interest not so punctually paid or duly provided
      for
      shall forthwith cease to be payable to the Holder on such Regular Record Date
      and shall be paid as provided in said Indenture.

     

    Reference
      is hereby
      made to the further provisions of this 103⁄4% Note set forth herein, 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 herein by manual signature, this 103⁄4% Note shall not be entitled to any
      benefit under the Indenture or be valid or obligatory for any
      purpose.

     

    (Signature
      Page
      Follows)

     

    


    
      
        
          Exhibit
            A-1

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, EL PASO CORPORATION
      has caused this
      instrument to be executed in its corporate name by the signature of its duly
      authorized officer.

     

    EL
      PASO
      CORPORATION

     

    


     

    By:      

     

    Name:      

     

    Title:      

     

    


     

    DATED:
     

     

    


    
      
        
          Exhibit
            A-1
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is one of the
      103⁄4% Senior Notes due 2010 referred to in the within-mentioned
      Indenture.

     

    HSBC
      BANK USA,
      NATIONAL ASSOCIATION

     

    as
      Trustee

     

    


     

    By:       

     

    Authorized
      Signatory

     

    


     

     

    


    
      
        
          Exhibit
            A-1
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    [REVERSE
      OF
103⁄4%
      SENIOR
      NOTE DUE 2010]

     

    EL
      PASO
      CORPORATION

     

    103⁄4%
      Senior
      Note due 2010

     

    This
      note is one of
      a duly authorized issue of securities of the Company (the “Securities”),
      issued and to
      be issued in one or more series under an Indenture, dated as of May 10, 1999
      (the “Original
      Indenture”),
      as previously
      supplemented and as further supplemented by a Tenth Supplemental indenture,
      dated as of December 28, 2005 (the “Supplemental
      Indenture,”
and
      the Original
      Indenture, as so supplemented, the “Indenture”),
      between the
      Company and HSBC Bank USA, National Association, a national banking association,
      as successor-in-interest to JPMorgan Chase Bank (formerly The Chase Manhattan
      Bank), as trustee (the “Trustee,”
which
      term
      includes any successor trustee under the Indenture), and reference is hereby
      made to the Indenture for a statement of the respective rights, limitations
      of
      rights, duties and immunities thereunder of the Company, the Trustee and the
      Holders and of the terms upon which the Securities are, and are to be,
      authenticated and delivered. This note is one of the notes in a series
      designated as 103⁄4% Senior Notes due 2010 of the Company (hereinafter called the
“103⁄4%
      Notes”),
      issued under
      the Original Indenture, which 103⁄4% Notes are limited in aggregate principal
      amount to $56,573,000.

     

    Except
      as provided
      in Sections 1006 and 1007 of the Original Indenture, neither the Indenture
      nor
      the 103⁄4% Notes limit or otherwise restrict the amount of indebtedness which may
      be incurred or other securities which may be issued by the Company. The 103⁄4%
      Notes issued under the Indenture are direct, unsecured obligations of the
      Company and will mature on October 1, 2010. The 103⁄4% Notes rank on parity with
      all other unsecured, unsubordinated indebtedness of the Company.

     

    The
      103⁄4% Notes will
      bear interest as set forth on the face hereof.

     

    The
      103⁄4% Notes are
      not redeemable prior to their Stated Maturity.

     

    The
      103⁄4% Notes are
      not entitled to any sinking fund.

     

    If
      an Event of
      Default with respect to the 103⁄4% Notes shall occur and be continuing, the
      principal of the 103⁄4% Notes may be declared due and payable in the manner and
      with the effect provided in the Indenture.

     

    The
      Indenture
      permits, with certain exceptions as therein provided, the amendment thereof
      and
      the modification of the rights and obligations of the Company and the rights
      of
      the Holders of the Securities of each series to be affected under the Indenture
      at any time by the Company and the Trustee with the consent of the Holders
      of a
      majority in aggregate principal amount of the Outstanding Securities of all
      series to be affected (voting as one class). The Indenture also contains
      provisions permitting the Holders of a majority in aggregate principal amount
      of
      the Outstanding Securities of all affected series (voting as one class), on
      behalf of the Holders of all Securities of such series, to waive compliance
      by
      the Company with certain provisions of the Indenture. The Indenture permits,
      with certain exceptions as therein provided, the Holders of a majority in
      aggregate principal amount of Securities of any series then Outstanding to
      waive
      past defaults under the Indenture with respect to such series and their
      consequences. Any such consent or waiver by the Holder of this 103⁄4% Note shall
      be conclusive and binding upon such Holder and upon all future Holders of this
      103⁄4% Note 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 103⁄4% Note.

     

    As
      provided in and
      subject to the provisions of the Indenture, the Holder of this 103⁄4% Note shall
      not have the right to institute any proceeding with respect to the Indenture
      or
      for the appointment of a receiver or trustee or for any other remedy thereunder,
      unless such Holder shall have previously given the Trustee written notice of
      a
      continuing Event of Default with respect to the Securities of this series,
      the
      Holders of not less than 25% in principal amount of the Securities of this
      series at the time Outstanding shall have made written request to the Trustee
      to
      institute proceedings in respect of such Event of Default as Trustee and offered
      the Trustee reasonable indemnity and the Trustee shall not have received from
      the Holders of a majority in principal amount of the Securities of this series
      at the time Outstanding a direction inconsistent with such request, and shall
      have failed to institute any such proceeding, for 60 days after receipt of
      such
      notice, request and offer of indemnity. The foregoing shall not apply to any
      suit instituted by the Holder of this 103⁄4% Note for the enforcement of any
      payment of principal hereof or interest hereon on or after the respective due
      dates expressed herein.

     

    No
      reference herein
      to the Indenture and no provision of this 103⁄4% Note or of the Indenture shall
      alter or impair the obligation of the Company, which are absolute and
      unconditional, to pay the principal of, and premium, if any, and interest on
      this 103⁄4% Note at the times, place(s) and rates, and in the coin or currency,
      herein prescribed.

     

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

     

    As
      provided in the
      Indenture and subject to certain limitations therein set forth, the transfer
      of
      this 103⁄4% Note is registrable in the Security Register, upon surrender of this
      103⁄4% Note for registration of transfer at the office or agency of the Company
      in
      the Borough of Manhattan, The City of New York, or at such other offices or
      agencies as the Company may designate, duly endorsed by, or accompanied by
      a
      written instrument of transfer in form satisfactory to the Company and the
      Security Registrar duly executed by, the Holder hereof or his attorney duly
      authorized in writing, and thereupon one or more new Securities of this series
      and of like tenor, of authorized denominations and for a like aggregate
      principal amount, will be issued to the designated transferee or
      transferees.

     

    The
      103⁄4% Notes are
      issuable only in registered forms without coupons, in minimum denominations
      of
      $1,000 or any integral multiple thereof. As provided in the Indenture and
      subject to certain limitations therein set forth, the Securities of this series
      are exchangeable for a like aggregate principal amount of Securities of this
      series and of like tenor of a different authorized denomination, as requested
      by
      the Holder surrendering the same.

     

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

     

    Prior
      to due
      presentment of this 103⁄4% Note for registration of transfer, the Company, the
      Trustee and any agent of the Company or the Trustee may treat the Person in
      whose name this 103⁄4% Note is registered as the owner hereof for all purposes,
      whether or not this 103⁄4% Note be overdue, and neither the Company, the Trustee
      nor any such agent shall be affected by notice to the contrary.

     

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

     

    THIS
      103⁄4% NOTE
      SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
      OF
      NEW YORK.

     

    Except
      as otherwise
      expressly provided herein, all terms used in this 103⁄4% Note but not otherwise
      defined herein shall have the meanings assigned to them in the
      Indenture.

     

    [If
      a
      Transfer Restricted Security, insert—The
      Holder of this
      103⁄4% Note is entitled to the benefits of the Registration Rights Agreement,
      dated as of December 28, 2005 (the “Registration
      Rights Agreement”),
      by and among
      the Company and the Dealer Managers named therein, and such Holders shall also
      have certain obligations to indemnify the Company under certain circumstances,
      all as more fully set forth in the Registration Rights Agreement.]

     

    


    
      
        
          Exhibit
            A-1
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSIGNMENT
      FORM

     

    FOR
      VALUE RECEIVED,
      the undersigned hereby sell(s), assign(s) and transfer(s) unto
      _____________________________________ (Please Print or Typewrite Name and
      Address of Assignee) the within instrument of EL PASO CORPORATION and does
      hereby irrevocably constitute and appoint ________________________ Attorney
      to
      transfer said instrument on the books of the within-named Company, with full
      power of substitution in the premises.

     

    Please
      Insert
      Social Security or 

     

    Other
      Identifying
      Number of Assignee: 

     

     

     

    Dated:
             

     

    (Signature)
      

     

    


     

    Signature
      Guarantee:
      ____________________________________________________________________________

    (Participant
      in a Recognized
      Signature

    Guaranty
      Medallion
      Program)

     

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

     

    


     

    


    
      
        
          Exhibit
            A-1
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXCHANGE/TRANSFER
      CERTIFICATE

     

    Re: 103⁄4%
      Senior Notes
      due 2010 of El Paso Corporation (the “103⁄4%
      Notes”).

     

    This
      Exchange/Transfer Certificate relates to $____ principal amount of 103⁄4% Notes
      held by _____________________ (the “Transferor”).

     

    The
      Transferor has
      requested the Security Registrar by written order to exchange or register the
      transfer of a 103⁄4% Note or 103⁄4% Notes.

     

    In
      connection with
      such request and in respect of each such 103⁄4% Note, the Transferor does hereby
      certify that the Transferor is familiar with the Indenture relating to the
      above-captioned 103⁄4% Notes and that the transfer of this 103⁄4% Note does not
      require registration under the Securities Act (as defined below)
      because:**

     

    ‪□ Such
      103⁄4% Note is
      being acquired for the Transferor’s own account without transfer.

     

    ‪□ Such
      103⁄4% Note is
      being transferred (i) to a “qualified institutional buyer” (as defined in Rule
      144A under the Securities Act of 1933, as amended (the “Securities
      Act”)),
      in accordance
      with Rule 144A under the Securities Act or (ii) pursuant to an exemption from
      registration in accordance with Rule 904 of Regulation S under the Securities
      Act (and in the case of clause (ii), based upon an opinion of counsel if the
      Company or the Trustee so requests, together with a certification in
      substantially the form of the Regulation S Certificate included in such 103⁄4%
      Note).

     

    ‪□ Such
      103⁄4% Note is
      being transferred (i) pursuant to an exemption from registration in accordance
      with Rule 144 under the Securities Act (and based upon an opinion of counsel
      if
      the Company or the Trustee so requests) or (ii) pursuant to an effective
      registration statement under the Securities Act.

     

    ‪□ Such
      103⁄4% Note is
      being transferred in reliance on and in compliance with another exemption from
      the registration requirements of the Securities Act (and based upon an opinion
      of counsel if the Company or the Trustee so requests).

     

    [INSERT
      NAME OF
      TRANSFEROR]

    


    By:


    Name:

    Title:

    Address:

    


    Date:
 

    


    **Check
      appropriate
      box.

     

    


    
      
        
          Exhibit
            A-1

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    REGULATION
      S CERTIFICATE

    


    _________________,
      _____

    


    HSBC
      BANK USA,
      NATIONAL ASSOCIATION, as Security Registrar

    452
      Fifth
      Avenue

    New
      York, New York
      10018

     

    Attention:
      Corporate Trust and Loan Agency

     

    Ladies
      and
      Gentlemen:

     

    In
      connection with
      our proposed sale of $_______________ principal amount of 103⁄4% Senior Notes due
      2010 (the “103⁄4%
      Notes”)
      of El Paso
      Corporation (the “Company”),
      we confirm that
      such sale has been effected pursuant to and in accordance with Regulation S
      under the United States Securities Act of 1933, as amended (the “Securities
      Act”),
      and,
      accordingly, we represent that:

     

    (i) the
      offer of the
      103⁄4% Notes was not made to a person in the United States of
      America;

     

    
      	 	
              (ii)

            	
              at
                the time
                the buy order was originated, the transferee was outside the United
                States
                of America or we and any person acting on our behalf reasonably believed
                that the transferee was outside the United States of
                America;

            


    

     

    
      	 	
              (iii)

            	
              no
                directed
                selling efforts have been made by us in contravention of Rule 903
                or Rule
                904 of Regulation S under the Securities Act, as
                applicable;

            


    

     

    
      	 	
              (iv)

            	
              the
                transaction is not part of a plan or scheme to evade the registration
                requirements of the Securities Act;
                and

            


    

     

    
      	 	
              (v)

            	
              if
                the
                proposed transfer is being made prior to the expiration of the 40-day
                distribution compliance period as set forth in Regulation S, the
                transfer
                is not being made to, or for the benefit or account of, a U.S. Person
                (other than a distributor).

            


    

     

    You,
      the Trustee
      and the Company are entitled to rely upon this Regulation S Certificate and
      you
      are irrevocably authorized to produce this Regulation S Certificate or a copy
      hereof to any interested party in any administrative or legal proceedings or
      official inquiry with respect to the matters covered hereby. Terms used but
      not
      defined in this Regulation S Certificate have the meanings set forth in
      Regulation S under the Securities Act.

     

    Very
      truly
      yours,

    


    


    [Name]

    


    By:


    Name:

    Title:

    Address:

    


     

    


    
      
        
          Exhibit
            A-1

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    [If
      a Global
      Security, insert as a separate page—

     

    SCHEDULE
      OF
      INCREASES OR DECREASES

     

    IN
      GLOBAL
      SECURITY

     

    The
      following
      increases or decreases in this Global Security have been made:

     

    
      	
               

               

               

               

               

               

               

               

              Date
                of Exchange

               

            	
              Amount
                of Decrease in Principal Amount of this Global
                Security

               

            	
              Amount
                of Increase in Principal Amount of this 

               

              Global
                Security

               

            	
              Principal
                Amount of this Global Security following such decrease
                

               

              (or
                increase)

               

            	
               

               

              Signature
                of authorized signatory of Trustee or Depositary]

               

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


     

    


     

    


     

    


    
      
        
          
            Exhibit
              A-1

             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


             

          

        

      

    

    



    EXHIBIT
      A-2

     

    [FORM
      OF
      FACE OF 95⁄8% SENIOR NOTE DUE 2012]

     

    [If
      a
      Global Security, insert—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.]

     

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

     

    [If
      a
      Transfer Restricted Security, insert—THIS SECURITY HAS NOT BEEN REGISTERED UNDER
      THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND,
      ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN
      THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT
      AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A
      BENEFICIAL INTEREST HEREIN, THE HOLDER:

     

    (1) REPRESENTS
      THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER
      THE SECURITIES ACT) (A “QIB”) OR (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING
      THIS SECURITY FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING
      THIS
      SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
      SECURITIES ACT,

     

    (2) AGREES
      THAT
      IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) (TAKING INTO
      ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE)
      UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS
      SECURITY, RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER
      OR
      ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES
      IS A
      QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE
      WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN
      OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT,
      (D)
      PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
      SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS, AND

     

    (3) AGREES
      THAT
      IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN
      IS
      TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (2)(D) OR (2)(E) ABOVE)
      A
      NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

     

    IN
      CONNECTION WITH ANY TRANSFER OF THIS SECURITY OR ANY INTEREST HEREIN WITHIN
      THE
      TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET
      FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT
      THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS “OFFSHORE
      TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM
      BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT.]

     

    
      	
              CUSIP
                No. ___________

            	 
	
              ISIN
                No. ___________

            	 
	
              No.:  ___________

            	
              $_____________

            


    

    


     

    EL
      PASO
      CORPORATION

     

    95⁄8%
      Senior
      Note due 2012

     

    El
      Paso
      Corporation, a corporation duly organized and existing under the laws of
      Delaware (the “Company,”
which
      term
      includes any successor corporation under the Indenture hereinafter referred
      to),
      for value received, hereby promises to pay to
      [_________________________________] [if
      a Global
      Security, insert - Cede
&
Co.,
      as
      nominee for The Depository Trust Company] or its registered assigns, the
      principal sum of _______________________ United States Dollars [if
      a Global
      Security, insert - ,
      or such other
      principal amount as shall be set forth in the Schedule of Increases or Decreases
      attached hereto,] at the office of the Company designated for such purpose
      in
      The City of New York, on May 15, 2012 in such coin or currency of the United
      States of America as at the time of payment shall be legal tender for the
      payment of public and private debts, and to pay interest thereon semi-annually
      in arrears on each May 15 and November 15 of each year (each such date, an
      “Interest
      Payment
      Date”),
      commencing on
      May 15, 2006, at the rate of 95⁄8% per annum from, and including, November 15,
      2005 (or from and including the next most recent date to which interest has
      been
      paid or duly provided for) to, but excluding, the date on which the principal
      hereof has been paid or made available for payment.

     

    The
      amount of
      interest so payable for any period shall be computed on the basis of a 360-day
      year of twelve 30-day months. In the event that any Interest Payment Date is
      not
      a Business Day, then payment of the interest or principal payable on such date
      will be made on the next succeeding day which is a Business Day and no interest
      shall accrue in respect of the amounts which payment is so delayed for the
      period from and after such Interest Payment Date, except that, if such Business
      Day is in the next succeeding calendar year, such payment shall be made on
      the
      immediately preceding Business Day, in each case with the same force and effect
      as if made on such date.

     

    Payments
      of the
      principal of and interest on the 95⁄8% Senior Notes due 2012 (hereinafter called
      the “95⁄8%
      Notes”)
      shall be made at
      the office of the Company designated for such purpose in The City of New York;
      provided that, unless this 95⁄8% Note is a 95⁄8% Note issued in global form
      (“Global
      Security”),
      interest may be
      paid, at the option of the Company, (i) by check mailed to the address of the
      Person entitled thereto as such address shall appear in the Security Register
      or
      (ii) by wire transfer at such place and to such account at a banking institution
      in the United States as may be designated in writing to the Trustee at least
      five Business Days prior to the date for payment by the Person entitled thereto.
      The interest so payable, and punctually paid or duly provided for, on any
      Interest Payment Date, as provided in the Indenture, as hereinafter defined,
      shall be paid to the Person in whose name this 95⁄8% Note (or one or more
      Predecessor Securities) shall have been registered at the close of business
      on
      the Regular Record Date with respect to such Interest Payment Date, provided
      that interest payable on the Stated Maturity shall be paid to the Person to
      whom
      principal is paid. Any such interest not so punctually paid or duly provided
      for
      shall forthwith cease to be payable to the Holder on such Regular Record Date
      and shall be paid as provided in said Indenture.

     

    Reference
      is hereby
      made to the further provisions of this 95⁄8% Note set forth herein, 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 herein by manual signature, this 95⁄8% Note shall not be entitled to any
      benefit under the Indenture or be valid or obligatory for any
      purpose.

     

    (Signature
      Page
      Follows)

     

    


    
      
        
          Exhibit
            A-2

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, EL PASO CORPORATION
      has caused this
      instrument to be executed in its corporate name by the signature of its duly
      authorized officer.

     

    EL
      PASO
      CORPORATION

     

    


     

    By:      

     

    Name:      

     

    Title:      

     

    


     

    DATED:
     

     

    


    
      
        
          Exhibit
            A-2
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is one of the
      95⁄8% Senior Notes due 2012 referred to in the within-mentioned
      Indenture.

     

    HSBC
      BANK USA,
      NATIONAL ASSOCIATION

     

    as
      Trustee

     

    


     

    By:       

     

    Authorized
      Signatory

     

    


     

    


    
      
        
          Exhibit
            A-2
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    [REVERSE
      OF
      95⁄8%
      SENIOR
      NOTE DUE 2012]

     

    EL
      PASO
      CORPORATION

     

    95⁄8%
      Senior
      Note due 2012

     

    This
      note is one of
      a duly authorized issue of securities of the Company (the “Securities”),
      issued and to
      be issued in one or more series under an Indenture, dated as of May 10, 1999
      (the “Original
      Indenture”),
      as previously
      supplemented and as further supplemented by a Tenth Supplemental indenture,
      dated as of December 28, 2005 (the “Supplemental
      Indenture,”
and
      the Original
      Indenture, as so supplemented, the “Indenture”),
      between the
      Company and HSBC Bank USA, National Association, a national banking association,
      as successor-in-interest to JPMorgan Chase Bank (formerly The Chase Manhattan
      Bank), as trustee (the “Trustee,”
which
      term
      includes any successor trustee under the Indenture), and reference is hereby
      made to the Indenture for a statement of the respective rights, limitations
      of
      rights, duties and immunities thereunder of the Company, the Trustee and the
      Holders and of the terms upon which the Securities are, and are to be,
      authenticated and delivered. This note is one of the notes in a series
      designated as 95⁄8% Senior Notes due 2012 of the Company (hereinafter called the
“95⁄8%
      Notes”),
      issued under
      the Original Indenture, which 95⁄8% Notes are limited in aggregate principal
      amount to $150,000,000.

     

    Except
      as provided
      in Sections 1006 and 1007 of the Original Indenture, neither the Indenture
      nor
      the 95⁄8% Notes limit or otherwise restrict the amount of indebtedness which may
      be incurred or other securities which may be issued by the Company. The 95⁄8%
      Notes issued under the Indenture are direct, unsecured obligations of the
      Company and will mature on May 15, 2012. The 95⁄8% Notes rank on parity with all
      other unsecured, unsubordinated indebtedness of the Company.

     

    The
      95⁄8% Notes will
      bear interest as set forth on the face hereof.

     

    The
      95⁄8% Notes are
      not redeemable prior to their Stated Maturity.

     

    The
      95⁄8% Notes are
      not entitled to any sinking fund.

     

    If
      an Event of
      Default with respect to the 95⁄8% Notes shall occur and be continuing, the
      principal of the 95⁄8% Notes may be declared due and payable in the manner and
      with the effect provided in the Indenture.

     

    The
      Indenture
      permits, with certain exceptions as therein provided, the amendment thereof
      and
      the modification of the rights and obligations of the Company and the rights
      of
      the Holders of the Securities of each series to be affected under the Indenture
      at any time by the Company and the Trustee with the consent of the Holders
      of a
      majority in aggregate principal amount of the Outstanding Securities of all
      series to be affected (voting as one class). The Indenture also contains
      provisions permitting the Holders of a majority in aggregate principal amount
      of
      the Outstanding Securities of all affected series (voting as one class), on
      behalf of the Holders of all Securities of such series, to waive compliance
      by
      the Company with certain provisions of the Indenture. The Indenture permits,
      with certain exceptions as therein provided, the Holders of a majority in
      aggregate principal amount of Securities of any series then Outstanding to
      waive
      past defaults under the Indenture with respect to such series and their
      consequences. Any such consent or waiver by the Holder of this 95⁄8% Note shall be
      conclusive and binding upon such Holder and upon all future Holders of this
      95⁄8%
      Note 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 95⁄8% Note.

     

    As
      provided in and
      subject to the provisions of the Indenture, the Holder of this 95⁄8% Note shall
      not have the right to institute any proceeding with respect to the Indenture
      or
      for the appointment of a receiver or trustee or for any other remedy thereunder,
      unless such Holder shall have previously given the Trustee written notice of
      a
      continuing Event of Default with respect to the Securities of this series,
      the
      Holders of not less than 25% in principal amount of the Securities of this
      series at the time Outstanding shall have made written request to the Trustee
      to
      institute proceedings in respect of such Event of Default as Trustee and offered
      the Trustee reasonable indemnity and the Trustee shall not have received from
      the Holders of a majority in principal amount of the Securities of this series
      at the time Outstanding a direction inconsistent with such request, and shall
      have failed to institute any such proceeding, for 60 days after receipt of
      such
      notice, request and offer of indemnity. The foregoing shall not apply to any
      suit instituted by the Holder of this 95⁄8% Note for the enforcement of any
      payment of principal hereof or interest hereon on or after the respective due
      dates expressed herein.

     

    No
      reference herein
      to the Indenture and no provision of this 95⁄8% Note or of the Indenture shall
      alter or impair the obligation of the Company, which are absolute and
      unconditional, to pay the principal of, and premium, if any, and interest on
      this 95⁄8% Note at the times, place(s) and rates, and in the coin or currency,
      herein prescribed.

     

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

     

    As
      provided in the
      Indenture and subject to certain limitations therein set forth, the transfer
      of
      this 95⁄8% Note is registrable in the Security Register, upon surrender of this
      95⁄8% Note for registration of transfer at the office or agency of the Company
      in
      the Borough of Manhattan, The City of New York, or at such other offices or
      agencies as the Company may designate, duly endorsed by, or accompanied by
      a
      written instrument of transfer in form satisfactory to the Company and the
      Security Registrar duly executed by, the Holder hereof or his attorney duly
      authorized in writing, and thereupon one or more new Securities of this series
      and of like tenor, of authorized denominations and for a like aggregate
      principal amount, will be issued to the designated transferee or
      transferees.

     

    The
      95⁄8% Notes are
      issuable only in registered forms without coupons, in minimum denominations
      of
      $1,000 or any integral multiple thereof. As provided in the Indenture and
      subject to certain limitations therein set forth, the Securities of this series
      are exchangeable for a like aggregate principal amount of Securities of this
      series and of like tenor of a different authorized denomination, as requested
      by
      the Holder surrendering the same.

     

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

     

    Prior
      to due
      presentment of this 95⁄8% Note for registration of transfer, the Company, the
      Trustee and any agent of the Company or the Trustee may treat the Person in
      whose name this 95⁄8% Note is registered as the owner hereof for all purposes,
      whether or not this 95⁄8% Note be overdue, and neither the Company, the Trustee
      nor any such agent shall be affected by notice to the contrary.

     

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

     

    THIS
      95⁄8% NOTE SHALL
      BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
      NEW
      YORK.

     

    Except
      as otherwise
      expressly provided herein, all terms used in this 95⁄8% Note but not otherwise
      defined herein shall have the meanings assigned to them in the
      Indenture.

     

    [If
      a
      Transfer Restricted Security, insert—The
      Holder of this
      95⁄8% Note is entitled to the benefits of the Registration Rights Agreement, dated
      as of December 28, 2005 (the “Registration
      Rights Agreement”),
      by and among
      the Company and the Dealer Managers named therein, and such Holders shall also
      have certain obligations to indemnify the Company under certain circumstances,
      all as more fully set forth in the Registration Rights Agreement.]

     

    


    
      
        
          Exhibit
            A-2
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSIGNMENT
      FORM

     

    FOR
      VALUE RECEIVED,
      the undersigned hereby sell(s), assign(s) and transfer(s) unto
      _____________________________________ (Please Print or Typewrite Name and
      Address of Assignee) the within instrument of EL PASO CORPORATION and does
      hereby irrevocably constitute and appoint ________________________ Attorney
      to
      transfer said instrument on the books of the within-named Company, with full
      power of substitution in the premises.

     

    Please
      Insert
      Social Security or 

     

    Other
      Identifying
      Number of Assignee: 

     

     

     

    Dated:
             

     

    (Signature)
      

     

    


     

    Signature
      Guarantee:
      ____________________________________________________________________________

    (Participant
      in a Recognized
      Signature

    Guaranty
      Medallion
      Program)

     

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

     

    


     

    


    
      
        
          Exhibit
            A-2

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXCHANGE/TRANSFER
      CERTIFICATE

     

    Re: 95⁄8%
      Senior Notes
      due 2012 of El Paso Corporation (the “95⁄8%
      Notes”).

     

    This
      Exchange/Transfer Certificate relates to $____ principal amount of 95⁄8% Notes
      held by _____________________ (the “Transferor”).

     

    The
      Transferor has
      requested the Security Registrar by written order to exchange or register the
      transfer of a 95⁄8% Note or 95⁄8% Notes.

     

    In
      connection with
      such request and in respect of each such 95⁄8% Note, the Transferor does hereby
      certify that the Transferor is familiar with the Indenture relating to the
      above-captioned 95⁄8% Notes and that the transfer of this 95⁄8% Note does not
      require registration under the Securities Act (as defined below)
      because:**

     

    ‪□ Such
      95⁄8% Note is
      being acquired for the Transferor’s own account without transfer.

     

    ‪□ Such
      95⁄8% Note is
      being transferred (i) to a “qualified institutional buyer” (as defined in Rule
      144A under the Securities Act of 1933, as amended (the “Securities
      Act”)),
      in accordance
      with Rule 144A under the Securities Act or (ii) pursuant to an exemption from
      registration in accordance with Rule 904 of Regulation S under the Securities
      Act (and in the case of clause (ii), based upon an opinion of counsel if the
      Company or the Trustee so requests, together with a certification in
      substantially the form of the Regulation S Certificate included in such 95⁄8%
      Note).

     

    ‪□ Such
      95⁄8% Note is
      being transferred (i) pursuant to an exemption from registration in accordance
      with Rule 144 under the Securities Act (and based upon an opinion of counsel
      if
      the Company or the Trustee so requests) or (ii) pursuant to an effective
      registration statement under the Securities Act.

     

    ‪□ Such
      95⁄8% Note is
      being transferred in reliance on and in compliance with another exemption from
      the registration requirements of the Securities Act (and based upon an opinion
      of counsel if the Company or the Trustee so requests).

     

    [INSERT
      NAME OF
      TRANSFEROR]

    


    By:


    Name:

    Title:

    Address:

    


    Date:
 

    


    **Check
      appropriate
      box.

     

    


    
      
        
          Exhibit
            A-2

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    REGULATION
      S CERTIFICATE

    


    _________________,
      _____

    


    HSBC
      BANK USA,
      NATIONAL ASSOCIATION, as Security Registrar

    452
      Fifth
      Avenue

    New
      York, New York
      10018

     

    Attention:
      Corporate Trust and Loan Agency

     

    Ladies
      and
      Gentlemen:

     

    In
      connection with
      our proposed sale of $_______________ principal amount of 95⁄8% Senior Notes due
      2012 (the “95⁄8%
      Notes”)
      of El Paso
      Corporation (the “Company”),
      we confirm that
      such sale has been effected pursuant to and in accordance with Regulation S
      under the United States Securities Act of 1933, as amended (the “Securities
      Act”),
      and,
      accordingly, we represent that:

     

    (i) the
      offer of the
      95⁄8% Notes was not made to a person in the United States of America;

     

    
      	 	
              (ii)

            	
              at
                the time
                the buy order was originated, the transferee was outside the United
                States
                of America or we and any person acting on our behalf reasonably believed
                that the transferee was outside the United States of
                America;

            


    

     

    
      	 	
              (iii)

            	
              no
                directed
                selling efforts have been made by us in contravention of Rule 903
                or Rule
                904 of Regulation S under the Securities Act, as
                applicable;

            


    

     

    
      	 	
              (iv)

            	
              the
                transaction is not part of a plan or scheme to evade the registration
                requirements of the Securities Act;
                and

            


    

     

    
      	 	
              (v)

            	
              if
                the
                proposed transfer is being made prior to the expiration of the 40-day
                distribution compliance period as set forth in Regulation S, the
                transfer
                is not being made to, or for the benefit or account of, a U.S. Person
                (other than a distributor).

            


    

     

    You,
      the Trustee
      and the Company are entitled to rely upon this Regulation S Certificate and
      you
      are irrevocably authorized to produce this Regulation S Certificate or a copy
      hereof to any interested party in any administrative or legal proceedings or
      official inquiry with respect to the matters covered hereby. Terms used but
      not
      defined in this Regulation S Certificate have the meanings set forth in
      Regulation S under the Securities Act.

     

    Very
      truly
      yours,

    


    


    [Name]

    


    By:


    Name:

    Title:

    Address:

    


     

    


    
      
        
          Exhibit
            A-2

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    [If
      a Global
      Security, insert as a separate page—

     

    SCHEDULE
      OF
      INCREASES OR DECREASES

     

    IN
      GLOBAL
      SECURITY

     

    The
      following
      increases or decreases in this Global Security have been made:

     

    
      	
               

              Date
                of Exchange

            	
              Amount
                of Decrease in Principal Amount of this Global
                Security

            	
              Amount
                of Increase in Principal Amount of this 

              Global
                Security

            	
              Principal
                Amount of this Global Security following such decrease
                

              (or
                increase)

            	
               

              Signature
                of authorized signatory of Trustee or Depositary]

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


     

    


     

    


     

    


    
      
        
          
            Exhibit
              A-2

             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


             

          

        

      

    

    



    EXHIBIT
      A-3

     

    [FORM
      OF
      FACE OF 7.75% SENIOR NOTE DUE 2032]

     

    [If
      a
      Global Security, insert—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.]

     

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

     

    [If
      a
      Transfer Restricted Security, insert—THIS SECURITY HAS NOT BEEN REGISTERED UNDER
      THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND,
      ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN
      THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT
      AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A
      BENEFICIAL INTEREST HEREIN, THE HOLDER:

     

    (1) REPRESENTS
      THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER
      THE SECURITIES ACT) (A “QIB”) OR (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING
      THIS SECURITY FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING
      THIS
      SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
      SECURITIES ACT,

     

    (2) AGREES
      THAT
      IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) (TAKING INTO
      ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE)
      UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS
      SECURITY, RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER
      OR
      ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES
      IS A
      QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE
      WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN
      OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT,
      (D)
      PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
      SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS, AND

     

    (3) AGREES
      THAT
      IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN
      IS
      TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (2)(D) OR (2)(E) ABOVE)
      A
      NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

     

    IN
      CONNECTION WITH ANY TRANSFER OF THIS SECURITY OR ANY INTEREST HEREIN WITHIN
      THE
      TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET
      FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT
      THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS “OFFSHORE
      TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM
      BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT.]

     

    
      	
              CUSIP
                No. ___________

            	 
	
              ISIN
                No. ___________

            	 
	
              No.:  ___________

            	
              $_____________

            


    

    EL
      PASO
      CORPORATION

     

    7.75%
      Senior Note due 2032

     

    (Fixed
      Rate)

     

    Original
      Issue
      Date: December
      28,
      2005

     

    Interest
      Rate:  7.75%
      per
      annum

     

    Stated
      Maturity
      Date: January
      15,
      2032

     

    Interest
      Payment
      Date(s): January
      15 and July
      15, commencing January 15, 2006

     

    Regular
      Record
      Date(s): January
      1 and July
      1

     

    Redemption:  [
      ] No  [X]
      Yes:

     

    Redemption
      Commencement Date:  December
      28,
      2005

     

    Initial
      Redemption Percentage:  At
      Make-Whole Price
      (See Reverse of Note)

     

    Annual
      Redemption Percentage Reduction: N/A

     

    Repayment: [X]
      No  [
      ] Yes, at Option
      of Holder

     

    Optional
      Repayment Dates: N/A

     

    Optional
      Repayment Price: N/A

     

    Interest
      Rate
      Reset: [X]
      No  [
      ] Yes, at Option
      of the Company

     

    Optional
      Reset
      Date(s): N/A

     

    Extension
      Of
      Maturity: [X]
      No  [
      ] Yes, At Option
      Of The Company

     

    Extension
      Period:  N/A No.
      of Extension
      Periods:
      N/A Final
      Maturity: N/A

     

    Specified
      Currency: [X]
      U.S.
      Dollars  [
      ]
      Other:

     

    Exchange
      Rate
      Agent: N/A

     

    Authorized
      Denomination:  [X]
      $1,000 and
      Integral Multiples Thereof  [
      ]
      Other:

     

    Original
      Issue
      Discount:  [X]
      No  [
      ]
      Yes:

     

    Total
      Amount of
      OID: N/A Initial
      Accrual
      Period: N/A Yield
      to
      Maturity: N/A

     

    Amortizing
      Note:  [X]
      No  [
      ] Yes (See
      Addendum)

     

    Indexed
      Note:    Addendum
      Attached:

     

    [X]
      No     [X]
      No

     

    [
      ] Yes (See
      Addendum)   [
      ]
      Yes

     

    Other
      Provisions:  None

     

    


    
      
        
          Exhibit
            A-3

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EL
      PASO CORPORATION
      (the “Company,”
which
      term
      includes any successor corporation under the Indenture hereinafter referred
      to),
      for value received, hereby promises to pay to [_____________________]
      [if
      a Global
      Security, insert -- Cede
&
Co.,
      as
      nominee for The Depository Trust Company], or registered assigns, the principal
      sum of __________________________ [if
      a Global
      Security, insert -- ,
      or such other
      principal amount as shall be set forth in the Schedule of Increases or Decreases
      attached hereto], on the Stated Maturity Date specified above (or any Redemption
      Date or Repayment Date, each as defined on the reverse hereof) (each such Stated
      Maturity Date, Redemption Date or Repayment Date being hereinafter referred
      to
      as the “Maturity”
with
      respect to
      the principal repayable on such date) and to pay interest thereon, at the
      Interest Rate per annum specified above, until the principal hereof is paid
      or
      duly made available for payment. The Company will pay interest in arrears on
      each Interest Payment Date, if any, specified above (each, an “Interest
      Payment
      Date”),
      commencing with
      the first Interest Payment Date next succeeding the Issue Date specified above,
      and at Maturity; provided,
however,
      that the first
      payment of interest on any 7.75% Note (as defined on the reverse hereof)
      originally issued between a record date and an Interest Payment Date will be
      made on the first Interest Payment Date following the next succeeding record
      date to the Holder of the 7.75% Note on such succeeding record date. Unless
      otherwise specified on the face hereof, interest on this 7.75% Note will be
      computed on the basis of a 360-day year of twelve 30-day months. 

     

    Notwithstanding
      the
      foregoing, if an Addendum is attached hereto or “Other Provisions” apply to this
      7.75% Note as specified above, this 7.75% Note shall be modified by and subject
      to the terms set forth in such Addendum or such “Other Provisions.”

     

    Interest
      on this
      7.75% Note will accrue from, and including, October 15, 2005 (or from and
      including the most recent date to which interest has been paid or duly provided
      for) to, but excluding, the applicable Interest Payment Date or the Maturity,
      as
      the case may be. The interest so payable, and punctually paid or duly provided
      for, on any Interest Payment Date will, subject to certain exceptions described
      herein, be paid to the person in whose name this 7.75% Note (or one or more
      predecessor 7.75% Notes) is registered at the close of business on the Regular
      Record Date (whether or not a Business Day, as defined below) immediately
      preceding such Interest Payment Date; provided,
however,
      that interest
      payable at Maturity will be payable to the person to whom the principal hereof
      and premium, if any, hereon shall be payable.

     

    “Business
      Day,”
as
      used herein,
      means each Monday, Tuesday, Wednesday, Thursday and Friday that is neither
      a
      legal holiday nor a day on which banking institutions are generally authorized
      or obligated by law or executive order to close in The City of New York or
      any
      other place or places where the principal of (and premium, if any) and interest
      on the 7.75% Notes is payable and also, with respect to 7.75% Notes denominated
      in a Specified Currency other than U.S. dollars, in the Principal Financial
      Center (as defined below) of the country issuing the Specified
      Currency.

     

    Payment
      of
      principal, premium, if any, and interest in respect of this 7.75% Note due
      at
      Maturity to be made in U.S. dollars will be made in immediately available funds
      upon presentation and surrender of this 7.75% Note (and, with respect to any
      applicable repayment of this 7.75% Note, a duly completed election form as
      contemplated on the reverse hereof) at the office of the Paying Agent in The
      City of New York, or at such other places as may be designated by the Company;
      provided that the 7.75% Note is presented to the Paying Agent in time for the
      Paying Agent to make such payments in such funds in accordance with its normal
      procedures. Unless otherwise specified above, if any payment at Maturity is
      to
      be made in a Specified Currency other than U.S. dollars as set forth below,
      such
      payment will be made by wire transfer of immediately available funds to an
      account with a bank located in the Principal Financial Center of the country
      issuing the Specified Currency or other jurisdiction acceptable to the Company
      and the Paying Agent as shall have been designated by the Holder hereof at
      least
      five Business Days prior to Maturity, provided that such bank has appropriate
      facilities therefor and that this 7.75% Note (and, if applicable, a duly
      completed election form) is presented and surrendered at the aforementioned
      office of the Paying Agent in time for the Paying Agent to make such payments
      in
      such funds in accordance with its normal procedures. (Such designation with
      respect to a payment in other than U.S. dollars shall be made by filing the
      appropriate information with the Paying Agent at the office of the Paying Agent
      in The City of New York, and, unless revoked, any such designation made with
      respect to this 7.75% Note by its registered Holder will remain in effect with
      respect to any further payments with respect to this 7.75% Note payable to
      its
      Holder. If such a payment with respect to this 7.75% Note cannot be made by
      wire
      transfer because the required designation has not been received by the Paying
      Agent on or before the requisite date or for any other reason, a notice will
      be
      mailed to the Holder of this 7.75% Note at its registered address requesting
      a
      designation pursuant to which such wire transfer can be made and, upon the
      Paying Agent's receipt of such a designation, such payment will be made within
      five Business Days of such receipt.) The Company will pay any administrative
      costs imposed by banks in connection with making payments by wire transfer,
      but
      any tax, assessment or governmental charge imposed upon payments will be borne
      by the Holder of this 7.75% Note.

     

    If
      this 7.75% Note
      is denominated in and principal, premium, if any, and interest is payable in
      U.S. dollars, principal (and premium, if any) and any interest will be payable
      at the principal corporate trust office of the Trustee in The City of New York,
      or at such other places as may be designated by the Company, provided that
      the
      Company, at its option, may pay interest other than interest due at Maturity
      by
      check mailed or delivered to the address of the person entitled thereto as
      such
      address appears in the Security Register, or by wire transfer of immediately
      available funds to an account designated by such person if appropriate wire
      transfer instructions have been received in writing by the Paying Agent not
      less
      than 10 calendar days prior to such Interest Payment Date. Any such wire
      transfer instructions received by the Paying Agent shall remain in effect until
      revoked by such Holder. Unless otherwise specified above, any interest on this
      7.75% Note (other than interest at Maturity) that is payable in a Specified
      Currency other than U.S. dollars will be paid by mailing a check or draft in
      the
      Specified Currency drawn on an account at a bank outside of the United
      States.

     

    If
      any Interest
      Payment Date, Redemption Date, Optional Repayment Date or Stated Maturity falls
      on a day that is not a Business Day, the required payment of principal, premium,
      if any, and/or interest need not be made on such day, but may be made on the
      next succeeding Business Day with the same force and effect as if made on the
      date such payment was due, and no interest shall accrue with respect to such
      payment for the period from and after such Interest Payment Date, Redemption
      Date, Optional Repayment Date or Stated Maturity, as the case may be, to the
      date of such payment on the next succeeding Business Day.

     

    “Principal
      Financial Center”
means
      the capital
      city of the country issuing the Specified Currency in respect of which payment
      on the 7.75% Notes is to be made, except that with respect to U.S. dollars,
      Australian dollars, Deutsche marks, Dutch guilders, Italian lire, Swiss francs
      and ECUs, the Principal Financial Center shall be The City of New York, Sydney,
      Frankfurt, Amsterdam, Milan, Zurich and Luxembourg, respectively.

     

    The
      Company is
      obligated to make payment of principal, premium, if any, and interest in respect
      of this 7.75% Note in the Specified Currency (or, if the Specified Currency
      is
      not at the time of such payment legal tender for the payment of public and
      private debts, in such other coin or currency of the country which issued the
      Specified Currency as at the time of such payment is legal tender for the
      payment of such debts). If the Specified Currency is other than U.S. dollars,
      any such amounts so payable by the Company, at the option of the Company, may
      be
      converted by the Exchange Rate Agent specified above into U.S. dollars for
      payment to the Holder of this 7.75% Note; provided,
however,
      that, if
      specified above under “Other Provisions,” the Holder of this 7.75% Note may
      elect to receive such amounts in U.S. dollars or in the Specified Currency
      pursuant to the provisions set forth below.

     

    Payments
      of
      principal of, premium, if any, and interest on any 7.75% Note denominated in
      a
      Specified Currency other than U.S. dollars (a “Foreign
      Currency
      Note”)
      will be made in
      U.S. dollars if the registered Holder of such 7.75% Note on the relevant Regular
      Record Date, or at Maturity, as the case may be, has transmitted a written
      request for such payment in U.S. dollars to the Paying Agent at the office
      of
      the Paying Agent in The City of New York on or before such Regular Record Date,
      or the date 15 days before Maturity, as the case may be. Such request may be
      in
      writing (mailed or hand delivered) or sent by cable, telex, or other form of
      facsimile transmission. Any such request made for any 7.75% Note by a registered
      Holder will remain in effect for any further payments of principal of, premium,
      if any, and interest on such 7.75% Note payable to such Holder, unless such
      request is revoked on or before the relevant Regular Record Date or the date
      15
      days before Maturity, as the case may be.

     

    Any
      U.S. dollar
      amount to be received by a Holder of a Foreign Currency Note will be based
      on
      the highest bid quotation in The City of New York received by the Exchange
      Rate
      Agent at approximately 11:00 a.m. New York City time on the second Business
      Day
      preceding the applicable payment date from three recognized foreign exchange
      dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange
      Rate Agent and approved by the Company for purchase by the quoting dealer of
      the
      Specified Currency for U.S. dollars for settlement on such payment date in
      the
      aggregate amount of the Specified Currency payable to all Holders of Foreign
      Currency Notes scheduled to receive U.S. dollar payments and at which the
      applicable dealer commits to execute a contract. All currency exchange costs
      will be borne by the Holder of such Foreign Currency Note by deductions from
      such payments. If three such bid quotations are not available on the second
      Business Day prior to the applicable payment date, payments may be made in
      the
      Specified Currency.

     

    A
      Holder of a
      Foreign Currency Note may elect to receive payment of the principal of and
      premium, if any, and interest on such 7.75% Note in the Specified Currency
      by
      submitting a written request for such payment to the Trustee at its Corporate
      Trust Office in The City of New York on or prior to the applicable Regular
      Record Date or at least 15 calendar days prior to Maturity, as the case may
      be.
      Such written request may be may be in writing (mailed or hand delivered) or
      sent
      by cable, telex, or other form of facsimile transmission. A Holder of a Foreign
      Currency Note may elect to receive payment in the applicable Specified Currency
      for all such principal, premium, if any, and interest payments and need not
      file
      a separate election for each payment. Such election will remain in effect until
      revoked by written notice to the Trustee, but written notice of any such
      revocation must be received by the Trustee on or prior to the applicable Regular
      Record Date or at least 15 calendar days prior to Maturity, as the case may
      be.

     

    If
      the principal
      of, and premium, if any, or interest on any 7.75% Note is payable in a Specified
      Currency other than U.S. dollars and such Specified Currency is not available
      to
      the Company for making payments thereof due to the imposition of exchange
      controls or other circumstances beyond the control of the Company, the Company
      will be entitled to satisfy its obligations to the Holder of such 7.75% Note
      by
      making such payment (including any such payment at Maturity) in U.S. dollars
      on
      the basis of the methodology described in the second preceding
      paragraph.

     

    All
      determinations
      referred to above made by the Exchange Rate Agent shall be at its sole
      discretion and shall, in the absence of manifest error, be conclusive for all
      purposes and binding on the Holder of this 7.75% Note.

     

    Reference
      is hereby
      made to the further provisions of this 7.75% Note set forth on the reverse
      hereof and, if so specified above, in the Addendum hereto, which further
      provisions shall have the same force and effect as if set forth on the face
      hereof.

     

    Unless
      the
      certificate of authentication hereon has been executed by the Trustee by manual
      signature, this 7.75% Note shall not be entitled to any benefit under the
      Indenture or be valid or obligatory for any purpose.

     

    (Signature
      Page
      Follows)

     

    


    
      
        
          Exhibit
            A-3
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, EL PASO CORPORATION
      has caused this
      instrument to be executed in its corporate name by the signature of its duly
      authorized officer.

     

    EL
      PASO
      CORPORATION

     

    


     

    By:      

     

    Name:      

     

    Title:      

     

    


     

    DATED:
     

     

    


    
      
        
          Exhibit
            A-3

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is one of the
      7.75% Senior Notes due 2032 referred to in the within-mentioned
      Indenture.

     

    HSBC
      BANK USA,
      NATIONAL ASSOCIATION

     

    as
      Trustee

     

    


     

    By:       

     

    Authorized
      Signatory

     

    


     

    


    
      
        
          Exhibit
            A-3
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    [REVERSE
      OF
      7.75%
      SENIOR
      NOTE DUE 2032]

     

    EL
      PASO
      CORPORATION

     

    7.75%
      Senior Note due 2032

     

    (Fixed
      Rate)

     

    This
      note is one of
      a duly authorized issue of securities of the Company (the “Securities”),
      issued and to
      be issued in one or more series under an Indenture, dated as of May 10, 1999
      (the “Original
      Indenture”),
      as previously
      supplemented and as further supplemented by a Tenth Supplemental indenture,
      dated as of December 28, 2005 (the “Supplemental
      Indenture,”
and
      the Original
      Indenture, as so supplemented, the “Indenture”),
      between the
      Company and HSBC Bank USA, National Association, a national banking association,
      as successor-in-interest to JPMorgan Chase Bank (formerly The Chase Manhattan
      Bank), as trustee (the “Trustee,”
which
      term
      includes any successor trustee under the Indenture), and reference is hereby
      made to the Indenture for a statement of the respective rights, limitations
      of
      rights, duties and immunities thereunder of the Company, the Trustee and the
      Holders and of the terms upon which the Securities are, and are to be,
      authenticated and delivered. This note is one of the notes in a series
      designated as 7.75% Senior Notes due 2032 of the Company (hereinafter called
      the
“7.75%
      Notes”),
      issued under
      the Original Indenture, which 7.75% Notes are limited in aggregate principal
      amount to $150,000,000. All terms used but not defined in this 7.75% Note or
      specified on the face hereof or in an Addendum hereto shall have the meanings
      assigned to such terms in the Indenture.

     

    This
      7.75% Note is
      issuable only in registered form without coupons. 7.75% Notes denominated in
      U.S. dollars will be initially issued in denominations of $1,000 and integral
      multiples thereof, and 7.75% Notes denominated in other than U.S. dollars will
      be initially issued in denominations of the equivalent of $1,000 in the
      Specified Currency (rounded down to an integral multiple of 1,000 units of
      such
      Specified Currency), at the noon buying rate for cable transfers in The City
      of
      New York of such Specified Currency (the “Exchange
      Rate”)
      on the Business
      Day next preceding the date on which the Company accepts the offer to purchase
      such 7.75% Note.

     

    This
      7.75% Note
      will not be subject to any sinking fund and, unless otherwise provided on the
      face hereof in accordance with the provisions of the following two paragraphs,
      will be redeemable but not repayable prior to the Stated Maturity
      Date.

     

    The
      Company has the
      option, if specified on the face hereof, to reset the interest rate on the
      date
      or dates specified on the face hereof as Optional Reset Dates. If the Company
      elects to reset the interest rate, the Holder will have the option to elect
      repayment of this 7.75% Note by the Company on any Optional Reset Date at a
      price equal to the aggregate principal amount thereof outstanding on, plus
      any
      interest accrued to, such Optional Reset Date (or, for an Original Issue
      Discount Note, as specified below). In order for this 7.75% Note to be so repaid
      on an Optional Reset Date, the Holder must follow the procedures specified
      below
      in connection with optional repayment, except that (i) the period for delivery
      of such 7.75% Note or notification to the Trustee will be at least 25 but not
      more than 35 days prior to such Optional Reset Date and (ii) a Holder who has
      tendered a 7.75% Note for repayment pursuant to a Reset Notice (as defined
      below) may, by written notice to the Trustee, revoke any such tender until
      the
      close of business on the tenth day prior to such Optional Reset
      Date.

     

    The
      Company may
      exercise the option to reset the interest rate on this 7.75% Note by notifying
      the Trustee (the “Company’s
      Notice
      of Reset”)
      of such exercise
      at least 50 but not more than 60 days prior to an Optional Reset Date for such
      7.75% Note. After receipt of the Company’s Notice of Reset, and not later than
      40 days prior to such Optional Reset Date, the Trustee for this 7.75% Note
      will
      mail, first class, postage prepaid, or deliver to the Holder a notice (the
      “Reset
      Notice”).
      Based on
      information provided to the Trustee by the Company in the Company’s Notice of
      Reset, the Reset Notice will indicate whether the Company has elected to reset
      the interest rate and, if so, (i) such new interest rate and (ii) the
      provisions, if any, for redemption during the period from such Optional Reset
      Date to the next Optional Reset Date or, if there is no such next Optional
      Reset
      Date, to the Stated Maturity Date of this 7.75% Note (each such period, a
“Subsequent
      Interest Period”),
      including the
      date or dates on which or the period or periods during which and the price
      or
      prices at which such redemption may occur during such Subsequent Interest
      Period.

     

    Notwithstanding
      the
      foregoing, the Company may, at its option, revoke the interest rate as provided
      for in the Reset Notice, and establish a higher interest rate than the interest
      rate provided for in the relevant Reset Notice for the Subsequent Interest
      Period commencing on such Optional Reset Date, by notifying the Trustee of
      such
      revocation and such higher interest rate and causing the Trustee to mail or
      deliver to the Holder, not later than 20 days prior to an Optional Reset Date
      for this 7.75% Note (or, if such day is not a Business Day, on the immediately
      succeeding Business Day), notice of such higher interest rate. Such notice
      will
      be irrevocable. The Company must notify the Trustee of its intention to revoke
      such Reset Notice at least 25 days prior to such Optional Reset Date. If the
      interest rate of this 7.75% Note is reset on an Optional Reset Date and the
      Holder has not tendered this 7.75% Note for repayment (or has validly revoked
      any such tender) in accordance with the applicable procedures this 7.75% Note
      will bear such higher interest rate for the Subsequent Interest
      Period.

     

    As
      specified on the
      face hereof, this 7.75% Note will be subject to redemption at the option of
      the
      Company on any date on and after the Redemption Commencement Date specified
      on
      the face hereof, in whole or from time to time in part, at the Make-Whole Price
      (as defined below), on notice given no more than 60 nor less than 30 calendar
      days prior to the date of redemption (the “Redemption
      Date”)
      and in
      accordance with the provisions of the Indenture. “Make-Whole
      Price”
means
      an amount
      equal to the greater of (i) 100% of the principal amount of this 7.75% Note
      to
      be redeemed and (ii) as determined by an Independent Investment Banker, the
      sum
      of the present values of the remaining scheduled payments of principal and
      interest thereon (not including any portion of such payments of interest accrued
      as of the Redemption Date) discounted back to the Redemption Date on a
      semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
      at the Treasury Rate (as defined below) plus 25 basis points, plus, in the
      case
      of both (i) and (ii), accrued and unpaid interest to the Redemption Date. Unless
      the Company defaults in payment of the Make-Whole Price, on and after the
      Redemption Date, interest will cease to accrue on the principal amount of this
      7.75% Note to be redeemed. In the event of redemption of the 7.75% Note in
      part
      only, a new 7.75% Note of like tenor for the unredeemed portion hereof and
      otherwise having the same terms as this 7.75% Note shall be issued in the name
      of the Holder hereof upon the presentation and surrender hereof.

     

    “Comparable
      Treasury Issue”
means
      the United
      States Treasury security selected by an Independent Investment Banker as having
      a maturity comparable to the remaining term of this 7.75% Note 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 this 7.75% Note.

     

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

     

    “Independent
      Investment Banker”
means
      one of the
      Reference Treasury Dealers appointed by the Trustee after consultation with
      the
      Company.

     

    “Reference
      Treasury Dealer”
means
      (i) Banc of
      America Securities LLC; ABN AMRO Incorporated; BNP Paribas Securities Corp.;
      Credit Lyonnais Securities (USA) Inc. and J.P. Morgan Securities Inc. and their
      respective successors; provided,
however,
      that if any of
      the foregoing shall not be a primary U.S. government securities dealer in New
      York City (a “Primary
      Treasury
      Dealer”),
      the Company
      shall substitute therefor another Primary Treasury Dealer; and (ii) any two
      other Primary Treasury Dealers the Company selects.

     

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

     

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

     

    Notwithstanding
      Section 1104 of the Indenture, the notice of redemption with respect to the
      foregoing redemption need not set forth the Make-Whole Price but only the manner
      of calculation thereof. The Company shall notify the Trustee of the Make-Whole
      Price with respect to the foregoing redemption promptly after the calculation
      thereof, and the Trustee shall not be responsible for such
      calculation.

     

    If
      specified on the
      face hereof, this 7.75% Note (unless this 7.75% Note is an Original Issue
      Discount Note) will be subject to repayment by the Company at the option of
      the
      Holder hereof on the Optional Repayment Date(s), if any, specified on the face
      hereof, in whole or in part in increments of U.S. $1,000 (or 1,000 units of
      the
      Specified Currency), at the Optional Repayment Price stated on the face hereof,
      which is a price equal to 100% of the unpaid principal amount to be repaid,
      together with any accrued and unpaid interest and premium payable thereon to
      the
      specified Optional Repayment Date (each, a “Repayment
      Date”).
      For this 7.75%
      Note to be repaid, the Company must receive at its offices or agencies for
      that
      purpose in The City of New York not more than 60 nor less than 30 calendar
      days
      prior to the Repayment Date, (i) the 7.75% Note with the form herein entitled
      “Option to Elect Repayment” duly completed or (ii) a telegram, telex, facsimile
      transmission or letter from a member of a national securities exchange or the
      National Association of Securities Dealers, Inc. or a commercial bank or a
      trust
      company in the United States of America setting forth the name of the holder
      of
      the 7.75% Note, the principal amount of the 7.75% Note, the amount of the 7.75%
      Note to be repaid, a statement that the option to elect repayment is being
      exercised thereby and a guarantee that the 7.75% Note to be repaid with the
      form
      entitled “Option to Elect Repayment” herein duly completed will be received by
      the Company not later than five Business Days after the date of such telegram,
      telex, facsimile transmission or letter and such 7.75% Note and form duly
      completed are received by the Company by such fifth Business Day. Exercise
      of
      such repayment option by the Holder hereof will be irrevocable. In the event
      of
      repayment of this 7.75% Note in part only, a new 7.75% Note of like tenor for
      the unrepaid portion hereof and otherwise having the same terms as this 7.75%
      Note shall be issued in the name of the Holder hereof upon the presentation
      and
      surrender hereof. All questions as to the validity, eligibility (including
      time
      of receipt) and acceptance of this 7.75% Note for repayment will be determined
      by the Company, whose determination will be final and binding.

     

    If
      this 7.75% Note
      is an Original Issue Discount Note as specified on the face hereof, the amount
      payable to the Holder of this 7.75% Note in the event of redemption, repayment
      or acceleration of Maturity will be equal to (i) the Amortized Face Amount
      (as
      defined below) as of the date of such event, plus (ii) with respect to any
      redemption, the Initial Redemption Percentage specified on the face hereof
      (as
      adjusted by the Annual Redemption Percentage Reduction, if any, specified on
      the
      face hereof) minus 100% multiplied by the Issue Price specified on the face
      hereof, net of any portion of such Issue Price which has been paid prior to
      the
      Redemption Date, or the portion of the Issue Price (or the net amount)
      proportionate to the portion of the unpaid principal amount to be redeemed,
      plus
      (iii) any accrued interest to the date of such event, the payment of which
      would
      constitute qualified stated interest payments within the meaning of Treasury
      Regulation 1.1273-1(c) under the Internal Revenue Code of 1986, as amended
      (the
“Code”).
      The accrued
      interest described in clause (iii) above will be computed on the basis of a
      360-day year of twelve 30-day months, compounded semiannually. The “Amortized
      Face Amount” means an amount equal to (i) the Issue Price plus (ii) the
      aggregate portions of the original issue discount (the excess of the amounts
      considered as part of the “stated redemption price at maturity” of this 7.75%
      Note within the meaning of Section 1273(a)(2) of the Code, whether denominated
      as principal or interest, over the Issue Price) which shall theretofore have
      accrued pursuant to Section 1272 of the Code (without regard to Section
      1272(a)(7) of the Code) from the Original Issue Date to the date of
      determination, minus (iii) any amount considered as part of the “stated
      redemption price at maturity” of this 7.75% Note which has been paid from the
      Original Issue Date to the date of determination.

     

    If
      the Maturity of
      an Original Issue Discount Note that bears no interest falls on a day that
      is
      not a Business Day with respect to such Original Issue Discount Note, the
      payment due at Maturity will be made on the following day that is a Business
      Day
      with the same force and effect as if it were made on the date such payment
      was
      due, and no interest shall accrue on the amount so payable for the period from
      and after Maturity.

     

    Unless
      otherwise
      stated on the face hereof, each 7.75% Note will mature at the Stated Maturity
      Date of such 7.75% Note. If stated on the face hereof, the Company has the
      option to extend the Stated Maturity Date of such 7.75% Note for one or more
      periods of whole years from one to five (each an “Extension
      Period”)
      up to but not
      beyond the date (the “Final
      Maturity”)
      set forth on the
      face hereof.

     

    The
      Company may
      exercise such option with respect to a 7.75% Note by notifying the Trustee
      (the
“Company’s
      Notice
      of Extension”)
      of such exercise
      at least 50 but not more than 60 days prior to the old Stated Maturity Date
      for
      such 7.75% Note. After receipt of the Company’s Notice of Extension, and not
      later than 40 days prior to the old Stated Maturity Date of such 7.75% Note,
      the
      Trustee for such 7.75% Note will mail, first class, postage prepaid, or deliver
      to the Holder thereof a notice (the “Extension
      Notice”).
      Based on
      information provided to the Trustee in the Company’s Notice of Extension, the
      Extension Notice will set forth (i) the election of the Company to extend the
      Stated Maturity Date of such 7.75% Note; (ii) the new Stated Maturity Date;
      (iii) the interest rate applicable to the Extension Period; and (iv) the
      provisions, if any, for redemption during the Extension Period, including the
      date or dates on which or the period or periods during which and the price
      or
      prices at which such redemption may occur during the Extension Period. Upon
      the
      mailing or delivery by such Trustee of an Extension Notice to the Holder of
      a
      7.75% Note, the Stated Maturity Date of such 7.75% Note shall be extended
      automatically, and, except as modified by the Extension Notice and as described
      in the next paragraph, such 7.75% Note will have the same terms as prior to
      the
      mailing or delivering of such Extension Notice.

     

    Notwithstanding
      the
      foregoing, not later than 20 days prior to the old Stated Maturity Date of
      such
      7.75% Note (or, if such day is not a Business Day, on the immediately succeeding
      Business Day), the Company may, at its option, revoke the interest rate provided
      for in the Extension Notice for such 7.75% Note and establish a higher interest
      rate for the Extension Period, by notifying the Trustee of such revocation
      and
      such higher interest rate and causing the Trustee for such 7.75% Note to mail,
      first class, postage prepaid, or deliver notice of such higher interest rate
      to
      the Holder of such 7.75% Note. Such notice will be irrevocable. All 7.75% Notes
      with respect to which the Stated Maturity Date is extended will bear such higher
      interest rate for the Extension Period, whether or not tendered for
      repayment.

     

    If
      the Company
      extends the Stated Maturity Date of this 7.75% Note, the Holder of this 7.75%
      Note will have the option to elect repayment of such 7.75% Note by the Company
      on the old Stated Maturity Date at a price equal to the aggregate principal
      amount thereof outstanding on, plus interest accrued to, such date or, for
      an
      Original Issue Discount Note, as described above. In order for a 7.75% Note
      to
      be repaid on the old Stated Maturity Date once the Company has extended the
      Stated Maturity Date thereof, the Holder thereof must follow the procedures
      applicable to optional repayment set forth above, except that (i) the period
      for
      delivery of this 7.75% Note or notification to the Trustee for this 7.75% Note
      will be at least 25 but not more than 35 days prior to the old Stated Maturity
      Date and (ii) a Holder who has tendered a 7.75% Note for repayment pursuant
      to
      an Extension Notice may, by written notice to the Trustee, revoke any such
      tender for repayment until the close of business on the tenth day before the
      old
      Stated Maturity Date.

     

    If
      an Event of
      Default, as defined in the Indenture, shall occur and be continuing, the
      principal of the 7.75% Notes may be declared due and payable in the manner
      and
      with the effect provided in the Indenture. The Indenture contains provisions
      setting forth certain conditions to the institution of proceedings by Holders
      of
      7.75% Notes with respect to the Indenture or for any remedy under the
      Indenture.

     

    The
      Indenture
      contains provisions for discharge of the 7.75% Notes and for defeasance of
      (i)
      the entire indebtedness of the 7.75% Notes or (ii) certain covenants and Events
      of Default with respect to the 7.75% Notes, in each case upon compliance with
      certain conditions set forth therein, which provisions apply to the 7.75%
      Notes.

     

    The
      Indenture
      permits, with certain exceptions as therein provided, the amendment thereof
      and
      the modification of the rights and obligations of the Company and the rights
      of
      the Holders of a series of Securities at any time by the Company and the Trustee
      with the consent of the Holders of not less than a majority of the aggregate
      principal amount of all series of Securities (acting as one class) at the time
      outstanding and affected thereby. The Indenture also contains provisions
      permitting the Holders of not less than a majority of the aggregate principal
      amount of the outstanding Securities of all affected series, on behalf of the
      Holders of all Securities of such series, to waive compliance by the Company
      with certain restrictive provisions of the Indenture. Furthermore, provisions
      in
      the Indenture permit the Holders of not less than a majority of the aggregate
      principal amount of any series, in certain instances, to waive, on behalf of
      all
      of the Holders of Securities of such series, certain past defaults under the
      Indenture and their consequences. Any such consent or waiver by the Holder
      of
      this 7.75% Note shall be conclusive and binding upon such Holder and upon all
      future Holders of this 7.75% Note and other 7.75% Notes 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 the 7.75%
      Note.

     

    No
      reference herein
      to the Indenture and no provision of this 7.75% Note or of the Indenture shall
      alter or impair the obligation of the Company, which is absolute and
      unconditional, to pay principal, premium, if any, and interest in respect of
      this 7.75% Note at the times, places and rate or formula, and in the coin or
      currency, herein prescribed.

     

    As
      provided in the
      Indenture and subject to certain limitations therein and herein set forth,
      the
      transfer of this 7.75% Note is registrable in the Security Register of the
      Company upon surrender of this 7.75% Note for registration of transfer at the
      office or agency of the Company in any place where this 7.75% Note is payable,
      duly endorsed by, or accompanied by a written instrument of transfer in form
      satisfactory to the Company and the Security Registrar duly executed by, the
      Holder hereof or by his attorney duly authorized in writing, and thereupon
      one
      or more new 7.75% Notes, of authorized denominations and for the same aggregate
      principal amount and having the same terms and conditions, will be issued to
      the
      designated transferee or transferees. As provided in the Indenture and subject
      to certain limitations therein and herein set forth, this 7.75% Note is
      exchangeable for a like aggregate principal amount of 7.75% Notes of different
      authorized denominations but otherwise having the same terms and conditions,
      as
      requested by the Holder hereof surrendering the same. No service charge shall
      be
      made for any such registration of transfer or exchange, but the Company may
      require payment of a sum sufficient to cover any tax or other governmental
      charge payable in connection therewith.

     

    The
      Indenture
      provides that no recourse may be taken, directly or indirectly, against any
      incorporator, subscriber to the capital stock, stockholder, officer, director
      or
      employee of the Company or of any predecessor or successor of the Company with
      respect to the Company's obligations on the 7.75% Notes or the obligations
      of
      the Company under the Indenture. Each Holder by accepting a 7.75% Note waives
      all such recourse.

     

    Prior
      to due
      presentment of this 7.75% Note for registration of transfer, the Company, the
      Trustee and any agent of the Company or the Trustee may treat the Person in
      whose name this 7.75% Note is registered as the owner thereof for all purposes,
      whether or not this 7.75% Note be overdue, and neither the Company, the Trustee
      nor any such agent shall be affected by notice to the contrary. 

     

    THIS
      7.75% NOTE
      SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
      OF
      NEW YORK.

     

    [If
      a
      Transfer Restricted Security, insert—The
      Holder of this
      7.75% Note is entitled to the benefits of the Registration Rights Agreement,
      dated as of December 28, 2005 (the “Registration
      Rights Agreement”),
      by and among
      the Company and the Dealer Managers named therein, and such Holders shall also
      have certain obligations to indemnify the Company under certain circumstances,
      all as more fully set forth in the Registration Rights Agreement.]

     

    


    
      
        
          Exhibit
            A-3

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSIGNMENT
      FORM

     

    FOR
      VALUE RECEIVED,
      the undersigned hereby sell(s), assign(s) and transfer(s) unto
      _____________________________________ (Please Print or Typewrite Name and
      Address of Assignee) the within instrument of EL PASO CORPORATION and does
      hereby irrevocably constitute and appoint ________________________ Attorney
      to
      transfer said instrument on the books of the within-named Company, with full
      power of substitution in the premises.

     

    Please
      Insert
      Social Security or 

     

    Other
      Identifying
      Number of Assignee: 

     

     

     

    Dated:
             

     

    (Signature)
      

     

    


     

    Signature
      Guarantee:
      ____________________________________________________________________________

    (Participant
      in a Recognized
      Signature

    Guaranty
      Medallion
      Program)

     

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

     

    


     

    


    
      
        
          Exhibit
            A-3

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXCHANGE/TRANSFER
      CERTIFICATE

     

    Re: 7.75%
      Senior Notes
      due 2032 of El Paso Corporation (the “7.75%
      Notes”).

     

    This
      Exchange/Transfer Certificate relates to $____ principal amount of 7.75% Notes
      held by _____________________ (the “Transferor”).

     

    The
      Transferor has
      requested the Security Registrar by written order to exchange or register the
      transfer of a 7.75% Note or 7.75% Notes.

     

    In
      connection with
      such request and in respect of each such 7.75% Note, the Transferor does hereby
      certify that the Transferor is familiar with the Indenture relating to the
      above-captioned 7.75% Notes and that the transfer of this 7.75% Note does not
      require registration under the Securities Act (as defined below)
      because:**

     

    ‪□ Such
      7.75% Note is
      being acquired for the Transferor’s own account without transfer.

     

    ‪□ Such
      7.75% Note is
      being transferred (i) to a “qualified institutional buyer” (as defined in Rule
      144A under the Securities Act of 1933, as amended (the “Securities
      Act”)),
      in accordance
      with Rule 144A under the Securities Act or (ii) pursuant to an exemption from
      registration in accordance with Rule 904 of Regulation S under the Securities
      Act (and in the case of clause (ii), based upon an opinion of counsel if the
      Company or the Trustee so requests, together with a certification in
      substantially the form of the Regulation S Certificate included in such 7.75%
      Note).

     

    ‪□ Such
      7.75% Note is
      being transferred (i) pursuant to an exemption from registration in accordance
      with Rule 144 under the Securities Act (and based upon an opinion of counsel
      if
      the Company or the Trustee so requests) or (ii) pursuant to an effective
      registration statement under the Securities Act.

     

    ‪□ Such
      7.75% Note is
      being transferred in reliance on and in compliance with another exemption from
      the registration requirements of the Securities Act (and based upon an opinion
      of counsel if the Company or the Trustee so requests).

     

    [INSERT
      NAME OF
      TRANSFEROR]

    


    By:


    Name:

    Title:

    Address:

    


    Date:
 

    


    **Check
      appropriate
      box.

     

    


    
      
        
          Exhibit
            A-3
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    REGULATION
      S CERTIFICATE

    


    _________________,
      _____

    


    HSBC
      BANK USA,
      NATIONAL ASSOCIATION, as Security Registrar

    452
      Fifth
      Avenue

    New
      York, New York
      10018

     

    Attention:
      Corporate Trust and Loan Agency

     

    Ladies
      and
      Gentlemen:

     

    In
      connection with
      our proposed sale of $_______________ principal amount of 7.75% Senior Notes
      due
      2032 (the “7.75%
      Notes”)
      of El Paso
      Corporation (the “Company”),
      we confirm that
      such sale has been effected pursuant to and in accordance with Regulation S
      under the United States Securities Act of 1933, as amended (the “Securities
      Act”),
      and,
      accordingly, we represent that:

     

    (i) the
      offer of the
      7.75% Notes was not made to a person in the United States of
      America;

     

    
      	 	
              (ii)

            	
              at
                the time
                the buy order was originated, the transferee was outside the United
                States
                of America or we and any person acting on our behalf reasonably believed
                that the transferee was outside the United States of
                America;

            


    

     

    
      	 	
              (iii)

            	
              no
                directed
                selling efforts have been made by us in contravention of Rule 903
                or Rule
                904 of Regulation S under the Securities Act, as
                applicable;

            


    

     

    
      	 	
              (iv)

            	
              the
                transaction is not part of a plan or scheme to evade the registration
                requirements of the Securities Act;
                and

            


    

     

    
      	 	
              (v)

            	
              if
                the
                proposed transfer is being made prior to the expiration of the 40-day
                distribution compliance period as set forth in Regulation S, the
                transfer
                is not being made to, or for the benefit or account of, a U.S. Person
                (other than a distributor).

            


    

     

    You,
      the Trustee
      and the Company are entitled to rely upon this Regulation S Certificate and
      you
      are irrevocably authorized to produce this Regulation S Certificate or a copy
      hereof to any interested party in any administrative or legal proceedings or
      official inquiry with respect to the matters covered hereby. Terms used but
      not
      defined in this Regulation S Certificate have the meanings set forth in
      Regulation S under the Securities Act.

     

    Very
      truly
      yours,

    


    


    [Name]

    


    By:


    Name:

    Title:

    Address:

    


     

    


    
      
        
          Exhibit
            A-3

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    [If
      a Global
      Security, insert as a separate page—

     

    SCHEDULE
      OF
      INCREASES OR DECREASES

     

    IN
      GLOBAL
      SECURITY

     

    The
      following
      increases or decreases in this Global Security have been made:

     

    
      	
               

               

               

               

              Date
                of Exchange

            	
              Amount
                of Decrease in Principal Amount of this Global
                Security

            	
              Amount
                of Increase in Principal Amount of this 

              Global
                Security

            	
              Principal
                Amount of this Global Security following such decrease
                

              (or
                increase)

            	
               

               

              Signature
                of authorized signatory of Trustee or Depositary]

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


     

    


     

    


     

    


    
      
        
          
            Exhibit
              A-3

             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


             

          

        

      

    

    



    EXHIBIT
      A-4

     

    [FORM
      OF
      FACE OF 7.42% SENIOR NOTE DUE 2037]

     

    [If
      a
      Global Security, insert—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.]

     

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

     

    [If
      a
      Transfer Restricted Security, insert—THIS SECURITY HAS NOT BEEN REGISTERED UNDER
      THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND,
      ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN
      THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT
      AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A
      BENEFICIAL INTEREST HEREIN, THE HOLDER:

     

    (1) REPRESENTS
      THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER
      THE SECURITIES ACT) (A “QIB”) OR (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING
      THIS SECURITY FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING
      THIS
      SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
      SECURITIES ACT,

     

    (2) AGREES
      THAT
      IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) (TAKING INTO
      ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE)
      UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS
      SECURITY, RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER
      OR
      ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES
      IS A
      QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE
      WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN
      OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT,
      (D)
      PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
      SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS, AND

     

    (3) AGREES
      THAT
      IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN
      IS
      TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (2)(D) OR (2)(E) ABOVE)
      A
      NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

     

    IN
      CONNECTION WITH ANY TRANSFER OF THIS SECURITY OR ANY INTEREST HEREIN WITHIN
      THE
      TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET
      FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT
      THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS “OFFSHORE
      TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM
      BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT.]

     

    
      	
              CUSIP
                No. ___________

            	 
	
              ISIN
                No. ___________

            	 
	
              No.:  ___________

            	
              $_____________

            


    

    


     

    EL
      PASO
      CORPORATION

     

    7.42%
      Senior Note due 2037

     

    El
      Paso
      Corporation, a corporation duly organized and existing under the laws of
      Delaware (the “Company,”
which
      term
      includes any successor corporation under the Indenture hereinafter referred
      to),
      for value received, hereby promises to pay to
      [_________________________________] [if
      a Global
      Security, insert - Cede
&
Co.,
      as
      nominee for The Depository Trust Company] or its registered assigns, the
      principal sum of _______________________ United States Dollars [if
      a Global
      Security, insert - ,
      or such other
      principal amount as shall be set forth in the Schedule of Increases or Decreases
      attached hereto,] at the office of the Company designated for such purpose
      in
      The City of New York, on February 15, 2037 in such coin or currency of the
      United States of America as at the time of payment shall be legal tender for
      the
      payment of public and private debts, and to pay interest thereon semi-annually
      in arrears on each February 15 and August 15 of each year (each such date,
      an
“Interest
      Payment
      Date”),
      commencing on
      February 15, 2006, at the rate of 7.42% per annum from, and including, August
      15, 2005 (or from and including the next most recent date to which interest
      has
      been paid or duly provided for) to, but excluding, the date on which the
      principal hereof has been paid or made available for payment.

     

    The
      amount of
      interest so payable for any period shall be computed on the basis of a 360-day
      year of twelve 30-day months. In the event that any Interest Payment Date is
      not
      a Business Day, then payment of the interest or principal payable on such date
      will be made on the next succeeding day which is a Business Day and no interest
      shall accrue in respect of the amounts which payment is so delayed for the
      period from and after such Interest Payment Date, except that, if such Business
      Day is in the next succeeding calendar year, such payment shall be made on
      the
      immediately preceding Business Day, in each case with the same force and effect
      as if made on such date.

     

    Payments
      of the
      principal of and interest on the 7.42% Senior Notes due 2037 (hereinafter called
      the “7.42%
      Notes”)
      shall be made at
      the office of the Company designated for such purpose in The City of New York;
      provided that, unless this 7.42% Note is a 7.42% Note issued in global form
      (“Global
      Security”),
      interest may be
      paid, at the option of the Company, (i) by check mailed to the address of the
      Person entitled thereto as such address shall appear in the Security Register
      or
      (ii) by wire transfer at such place and to such account at a banking institution
      in the United States as may be designated in writing to the Trustee at least
      five Business Days prior to the date for payment by the Person entitled thereto.
      The interest so payable, and punctually paid or duly provided for, on any
      Interest Payment Date, as provided in the Indenture, as hereinafter defined,
      shall be paid to the Person in whose name this 7.42% Note (or one or more
      Predecessor Securities) shall have been registered at the close of business
      on
      the Regular Record Date with respect to such Interest Payment Date, provided
      that interest payable on the Stated Maturity shall be paid to the Person to
      whom
      principal is paid. Any such interest not so punctually paid or duly provided
      for
      shall forthwith cease to be payable to the Holder on such Regular Record Date
      and shall be paid as provided in said Indenture.

     

    Reference
      is hereby
      made to the further provisions of this 7.42% Note set forth herein, 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 herein by manual signature, this 7.42% Note shall not be entitled to any
      benefit under the Indenture or be valid or obligatory for any
      purpose.

     

    (Signature
      Page
      Follows)

     

    


    
      
        
          Exhibit
            A-4

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, EL PASO CORPORATION
      has caused this
      instrument to be executed in its corporate name by the signature of its duly
      authorized officer.

     

    EL
      PASO
      CORPORATION

     

    


     

    By:      

     

    Name:      

     

    Title:      

     

    


     

    DATED:
     

     

    


    
      
        
          Exhibit
            A-4

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is one of the
      7.42% Senior Notes due 2037 referred to in the within-mentioned
      Indenture.

     

    HSBC
      BANK USA,
      NATIONAL ASSOCIATION

     

    as
      Trustee

     

    


     

    By:       

     

    Authorized
      Signatory

     

    


     

    


    
      
        
          Exhibit
            A-4

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    [REVERSE
      OF
      7.42%
      SENIOR
      NOTE DUE 2037]

     

    EL
      PASO
      CORPORATION

     

    7.42%
      Senior Note due 2037

     

    This
      note is one of
      a duly authorized issue of securities of the Company (the “Securities”),
      issued and to
      be issued in one or more series under an Indenture, dated as of May 10, 1999
      (the “Original
      Indenture”),
      as previously
      supplemented and as further supplemented by a Tenth Supplemental indenture,
      dated as of December 28, 2005 (the “Supplemental
      Indenture,”
and
      the Original
      Indenture, as so supplemented, the “Indenture”),
      between the
      Company and HSBC Bank USA, National Association, a national banking association,
      as successor-in-interest to JPMorgan Chase Bank (formerly The Chase Manhattan
      Bank), as trustee (the “Trustee,”
which
      term
      includes any successor trustee under the Indenture), and reference is hereby
      made to the Indenture for a statement of the respective rights, limitations
      of
      rights, duties and immunities thereunder of the Company, the Trustee and the
      Holders and of the terms upon which the Securities are, and are to be,
      authenticated and delivered. This note is one of the notes in a series
      designated as 7.42% Senior Notes due 2037 of the Company (hereinafter called
      the
“7.42%
      Notes”),
      issued under
      the Original Indenture, which 7.42% Notes are limited in aggregate principal
      amount to $200,000,000.

     

    Except
      as provided
      in Sections 1006 and 1007 of the Original Indenture, neither the Indenture
      nor
      the 7.42% Notes limit or otherwise restrict the amount of indebtedness which
      may
      be incurred or other securities which may be issued by the Company. The 7.42%
      Notes issued under the Indenture are direct, unsecured obligations of the
      Company and will mature on February 15, 2037. The 7.42% Notes rank on parity
      with all other unsecured, unsubordinated indebtedness of the
      Company.

     

    The
      7.42% Notes
      will bear interest as set forth on the face hereof.

     

    The
      7.42% Notes are
      not redeemable prior to their Stated Maturity.

     

    The
      7.42% Notes are
      not entitled to any sinking fund.

     

    If
      an Event of
      Default with respect to the 7.42% Notes shall occur and be continuing, the
      principal of the 7.42% Notes may be declared due and payable in the manner
      and
      with the effect provided in the Indenture.

     

    The
      Indenture
      permits, with certain exceptions as therein provided, the amendment thereof
      and
      the modification of the rights and obligations of the Company and the rights
      of
      the Holders of the Securities of each series to be affected under the Indenture
      at any time by the Company and the Trustee with the consent of the Holders
      of a
      majority in aggregate principal amount of the Outstanding Securities of all
      series to be affected (voting as one class). The Indenture also contains
      provisions permitting the Holders of a majority in aggregate principal amount
      of
      the Outstanding Securities of all affected series (voting as one class), on
      behalf of the Holders of all Securities of such series, to waive compliance
      by
      the Company with certain provisions of the Indenture. The Indenture permits,
      with certain exceptions as therein provided, the Holders of a majority in
      aggregate principal amount of Securities of any series then Outstanding to
      waive
      past defaults under the Indenture with respect to such series and their
      consequences. Any such consent or waiver by the Holder of this 7.42% Note shall
      be conclusive and binding upon such Holder and upon all future Holders of this
      7.42% Note 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 7.42% Note.

     

    As
      provided in and
      subject to the provisions of the Indenture, the Holder of this 7.42% Note shall
      not have the right to institute any proceeding with respect to the Indenture
      or
      for the appointment of a receiver or trustee or for any other remedy thereunder,
      unless such Holder shall have previously given the Trustee written notice of
      a
      continuing Event of Default with respect to the Securities of this series,
      the
      Holders of not less than 25% in principal amount of the Securities of this
      series at the time Outstanding shall have made written request to the Trustee
      to
      institute proceedings in respect of such Event of Default as Trustee and offered
      the Trustee reasonable indemnity and the Trustee shall not have received from
      the Holders of a majority in principal amount of the Securities of this series
      at the time Outstanding a direction inconsistent with such request, and shall
      have failed to institute any such proceeding, for 60 days after receipt of
      such
      notice, request and offer of indemnity. The foregoing shall not apply to any
      suit instituted by the Holder of this 7.42% Note for the enforcement of any
      payment of principal hereof or interest hereon on or after the respective due
      dates expressed herein.

     

    No
      reference herein
      to the Indenture and no provision of this 7.42% Note or of the Indenture shall
      alter or impair the obligation of the Company, which are absolute and
      unconditional, to pay the principal of, and premium, if any, and interest on
      this 7.42% Note at the times, place(s) and rates, and in the coin or currency,
      herein prescribed.

     

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

     

    As
      provided in the
      Indenture and subject to certain limitations therein set forth, the transfer
      of
      this 7.42% Note is registrable in the Security Register, upon surrender of
      this
      7.42% Note for registration of transfer at the office or agency of the Company
      in the Borough of Manhattan, The City of New York, or at such other offices
      or
      agencies as the Company may designate, duly endorsed by, or accompanied by
      a
      written instrument of transfer in form satisfactory to the Company and the
      Security Registrar duly executed by, the Holder hereof or his attorney duly
      authorized in writing, and thereupon one or more new Securities of this series
      and of like tenor, of authorized denominations and for a like aggregate
      principal amount, will be issued to the designated transferee or
      transferees.

     

    The
      7.42% Notes are
      issuable only in registered forms without coupons, in minimum denominations
      of
      $1,000 or any integral multiple thereof. As provided in the Indenture and
      subject to certain limitations therein set forth, the Securities of this series
      are exchangeable for a like aggregate principal amount of Securities of this
      series and of like tenor of a different authorized denomination, as requested
      by
      the Holder surrendering the same.

     

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

     

    Prior
      to due
      presentment of this 7.42% Note for registration of transfer, the Company, the
      Trustee and any agent of the Company or the Trustee may treat the Person in
      whose name this 7.42% Note is registered as the owner hereof for all purposes,
      whether or not this 7.42% Note be overdue, and neither the Company, the Trustee
      nor any such agent shall be affected by notice to the contrary.

     

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

     

    THIS
      7.42% NOTE
      SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
      OF
      NEW YORK.

     

    Except
      as otherwise
      expressly provided herein, all terms used in this 7.42% Note but not otherwise
      defined herein shall have the meanings assigned to them in the
      Indenture.

     

    [If
      a
      Transfer Restricted Security, insert—The
      Holder of this
      7.42% Note is entitled to the benefits of the Registration Rights Agreement,
      dated as of December 28, 2005 (the “Registration
      Rights Agreement”),
      by and among
      the Company and the Dealer Managers named therein, and such Holders shall also
      have certain obligations to indemnify the Company under certain circumstances,
      all as more fully set forth in the Registration Rights Agreement.]

     

    


    
      
        
          Exhibit
            A-4
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSIGNMENT
      FORM

     

    FOR
      VALUE RECEIVED,
      the undersigned hereby sell(s), assign(s) and transfer(s) unto
      _____________________________________ (Please Print or Typewrite Name and
      Address of Assignee) the within instrument of EL PASO CORPORATION and does
      hereby irrevocably constitute and appoint ________________________ Attorney
      to
      transfer said instrument on the books of the within-named Company, with full
      power of substitution in the premises.

     

    Please
      Insert
      Social Security or 

     

    Other
      Identifying
      Number of Assignee: 

     

     

     

    Dated:
             

     

    (Signature)
      

     

    


     

    Signature
      Guarantee:
      ____________________________________________________________________________

    (Participant
      in a Recognized
      Signature

    Guaranty
      Medallion
      Program)

     

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

     

    


     

    


    
      
        
          Exhibit
            A-4

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXCHANGE/TRANSFER
      CERTIFICATE

     

    Re: 7.42%
      Senior Notes
      due 2037 of El Paso Corporation (the “7.42%
      Notes”).

     

    This
      Exchange/Transfer Certificate relates to $____ principal amount of 7.42% Notes
      held by _____________________ (the “Transferor”).

     

    The
      Transferor has
      requested the Security Registrar by written order to exchange or register the
      transfer of a 7.42% Note or 7.42% Notes.

     

    In
      connection with
      such request and in respect of each such 7.42% Note, the Transferor does hereby
      certify that the Transferor is familiar with the Indenture relating to the
      above-captioned 7.42% Notes and that the transfer of this 7.42% Note does not
      require registration under the Securities Act (as defined below)
      because:**

     

    
      ‪□     Such
        7.42% Note is
        being acquired for the Transferor’s own account without transfer.

       

      ‪□     Such
        7.42% Note is
        being transferred (i) to a “qualified institutional buyer” (as defined in Rule
        144A under the Securities Act of 1933, as amended (the “Securities
        Act”)),
        in accordance
        with Rule 144A under the Securities Act or (ii) pursuant to an exemption
        from
        registration in accordance with Rule 904 of Regulation S under the Securities
        Act (and in the case of clause (ii), based upon an opinion of counsel if
        the
        Company or the Trustee so requests, together with a certification in
        substantially the form of the Regulation S Certificate included in such 7.42%
        Note).

       

      ‪□     Such
        7.42% Note is
        being transferred (i) pursuant to an exemption from registration in accordance
        with Rule 144 under the Securities Act (and based upon an opinion of counsel
        if
        the Company or the Trustee so requests) or (ii) pursuant to an effective
        registration statement under the Securities Act.

       

      ‪□     Such
        7.42% Note is
        being transferred in reliance on and in compliance with another exemption
        from
        the registration requirements of the Securities Act (and based upon an opinion
        of counsel if the Company or the Trustee so requests).

       

    

    [INSERT
      NAME OF
      TRANSFEROR]

    


    By:


    Name:

    Title:

    Address:

    


    Date:
 

    


    **Check
      appropriate
      box.

     

    


    
      
        
          Exhibit
            A-4

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    REGULATION
      S CERTIFICATE

    


    _________________,
      _____

    


    HSBC
      BANK USA,
      NATIONAL ASSOCIATION, as Security Registrar

    452
      Fifth
      Avenue

    New
      York, New York
      10018

     

    Attention:
      Corporate Trust and Loan Agency

     

    Ladies
      and
      Gentlemen:

     

    In
      connection with
      our proposed sale of $_______________ principal amount of 7.42% Senior Notes
      due
      2037 (the “7.42%
      Notes”)
      of El Paso
      Corporation (the “Company”),
      we confirm that
      such sale has been effected pursuant to and in accordance with Regulation S
      under the United States Securities Act of 1933, as amended (the “Securities
      Act”),
      and,
      accordingly, we represent that:

     

    (i) the
      offer of the
      7.42% Notes was not made to a person in the United States of
      America;

     

    
      	 	
              (ii)

            	
              at
                the time
                the buy order was originated, the transferee was outside the United
                States
                of America or we and any person acting on our behalf reasonably believed
                that the transferee was outside the United States of
                America;

            


    

     

    
      	 	
              (iii)

            	
              no
                directed
                selling efforts have been made by us in contravention of Rule 903
                or Rule
                904 of Regulation S under the Securities Act, as
                applicable;

            


    

     

    
      	 	
              (iv)

            	
              the
                transaction is not part of a plan or scheme to evade the registration
                requirements of the Securities Act;
                and

            


    

     

    
      	 	
              (v)

            	
              if
                the
                proposed transfer is being made prior to the expiration of the 40-day
                distribution compliance period as set forth in Regulation S, the
                transfer
                is not being made to, or for the benefit or account of, a U.S. Person
                (other than a distributor).

            


    

     

    You,
      the Trustee
      and the Company are entitled to rely upon this Regulation S Certificate and
      you
      are irrevocably authorized to produce this Regulation S Certificate or a copy
      hereof to any interested party in any administrative or legal proceedings or
      official inquiry with respect to the matters covered hereby. Terms used but
      not
      defined in this Regulation S Certificate have the meanings set forth in
      Regulation S under the Securities Act.

     

    Very
      truly
      yours,

    


    


    [Name]

    


    By:


    Name:

    Title:

    Address:

    


     

    


    
      
        
          Exhibit
            A-4

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    [If
      a Global
      Security, insert as a separate page—

     

    SCHEDULE
      OF
      INCREASES OR DECREASES

     

    IN
      GLOBAL
      SECURITY

     

    The
      following
      increases or decreases in this Global Security have been made:

     

    
      	
               

               

               

              Date
                of Exchange

            	
              Amount
                of Decrease in Principal Amount of this Global
                Security

            	
              Amount
                of Increase in Principal Amount of this 

              Global
                Security

            	
              Principal
                Amount of this Global Security following such decrease
                

              (or
                increase)

            	
               

              Signature
                of authorized signatory of Trustee or Depositary]

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


     

    


     

    


     

    


    
      
        
          
            Exhibit
              A-4

             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


             

          

        

      

    

    



    EXHIBIT
      A-5

     

    [FORM
      OF
      FACE OF 6.95% SENIOR NOTE DUE 2028]

     

    [If
      a
      Global Security, insert—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.]

     

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

     

    [If
      a
      Transfer Restricted Security, insert—THIS SECURITY HAS NOT BEEN REGISTERED UNDER
      THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND,
      ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN
      THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT
      AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A
      BENEFICIAL INTEREST HEREIN, THE HOLDER:

     

    (1) REPRESENTS
      THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER
      THE SECURITIES ACT) (A “QIB”) OR (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING
      THIS SECURITY FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING
      THIS
      SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
      SECURITIES ACT,

     

    (2) AGREES
      THAT
      IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) (TAKING INTO
      ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE)
      UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS
      SECURITY, RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER
      OR
      ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES
      IS A
      QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE
      WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN
      OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT,
      (D)
      PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
      SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS, AND

     

    (3) AGREES
      THAT
      IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN
      IS
      TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (2)(D) OR (2)(E) ABOVE)
      A
      NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

     

    IN
      CONNECTION WITH ANY TRANSFER OF THIS SECURITY OR ANY INTEREST HEREIN WITHIN
      THE
      TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET
      FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT
      THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS “OFFSHORE
      TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM
      BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT.]

     

    
      	
              CUSIP
                No. ___________

            	 
	
              ISIN
                No. ___________

            	 
	
              No.:  ___________

            	
              $_____________

            


    

    


     

    EL
      PASO
      CORPORATION

     

    6.95%
      Senior Note due 2028

     

    El
      Paso
      Corporation, a corporation duly organized and existing under the laws of
      Delaware (the “Company,”
which
      term
      includes any successor corporation under the Indenture hereinafter referred
      to),
      for value received, hereby promises to pay to
      [_________________________________] [if
      a Global
      Security, insert - Cede
&
Co.,
      as
      nominee for The Depository Trust Company] or its registered assigns, the
      principal sum of _______________________ United States Dollars [if
      a Global
      Security, insert - ,
      or such other
      principal amount as shall be set forth in the Schedule of Increases or Decreases
      attached hereto,] at the office of the Company designated for such purpose
      in
      The City of New York, on June 1, 2028 in such coin or currency of the United
      States of America as at the time of payment shall be legal tender for the
      payment of public and private debts, and to pay interest thereon semi-annually
      in arrears on each June 1 and December 1 of each year (each such date, an
“Interest
      Payment
      Date”),
      commencing on
      June 1, 2006, at the rate of 6.95% per annum from, and including, December
      1,
      2005 (or from and including the next most recent date to which interest has
      been
      paid or duly provided for) to, but excluding, the date on which the principal
      hereof has been paid or made available for payment.

     

    The
      amount of
      interest so payable for any period shall be computed on the basis of a 360-day
      year of twelve 30-day months. In the event that any Interest Payment Date is
      not
      a Business Day, then payment of the interest or principal payable on such date
      will be made on the next succeeding day which is a Business Day and no interest
      shall accrue in respect of the amounts which payment is so delayed for the
      period from and after such Interest Payment Date, except that, if such Business
      Day is in the next succeeding calendar year, such payment shall be made on
      the
      immediately preceding Business Day, in each case with the same force and effect
      as if made on such date.

     

    Payments
      of the
      principal of and interest on the 6.95% Senior Notes due 2028 (hereinafter called
      the “6.95%
      Notes”)
      shall be made at
      the office of the Company designated for such purpose in The City of New York;
      provided that, unless this 6.95% Note is a 6.95% Note issued in global form
      (“Global
      Security”),
      interest may be
      paid, at the option of the Company, (i) by check mailed to the address of the
      Person entitled thereto as such address shall appear in the Security Register
      or
      (ii) by wire transfer at such place and to such account at a banking institution
      in the United States as may be designated in writing to the Trustee at least
      five Business Days prior to the date for payment by the Person entitled thereto.
      The interest so payable, and punctually paid or duly provided for, on any
      Interest Payment Date, as provided in the Indenture, as hereinafter defined,
      shall be paid to the Person in whose name this 6.95% Note (or one or more
      Predecessor Securities) shall have been registered at the close of business
      on
      the Regular Record Date with respect to such Interest Payment Date, provided
      that interest payable on the Stated Maturity shall be paid to the Person to
      whom
      principal is paid. Any such interest not so punctually paid or duly provided
      for
      shall forthwith cease to be payable to the Holder on such Regular Record Date
      and shall be paid as provided in said Indenture.

     

    Reference
      is hereby
      made to the further provisions of this 6.95% Note set forth herein, 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 herein by manual signature, this 6.95% Note shall not be entitled to any
      benefit under the Indenture or be valid or obligatory for any
      purpose.

     

    (Signature
      Page
      Follows)

     

    


    
      
        
          Exhibit
            A-5

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, EL PASO CORPORATION
      has caused this
      instrument to be executed in its corporate name by the signature of its duly
      authorized officer.

     

    EL
      PASO
      CORPORATION

     

    


     

    By:      

     

    Name:      

     

    Title:      

     

    


     

    DATED:
     

     

    


    
      
        
          Exhibit
            A-5

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is one of the
      6.95% Senior Notes due 2028 referred to in the within-mentioned
      Indenture.

     

    HSBC
      BANK USA,
      NATIONAL ASSOCIATION

     

    as
      Trustee

     

    


     

    By:       

     

    Authorized
      Signatory

     

    


     

    


    
      
        
          Exhibit
            A-5

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    [REVERSE
      OF
      6.95%
      SENIOR
      NOTE DUE 2028]

     

    EL
      PASO
      CORPORATION

     

    6.95%
      Senior Note due 2028

     

    This
      note is one of
      a duly authorized issue of securities of the Company (the “Securities”),
      issued and to
      be issued in one or more series under an Indenture, dated as of May 10, 1999
      (the “Original
      Indenture”),
      as previously
      supplemented and as further supplemented by a Tenth Supplemental indenture,
      dated as of December 28, 2005 (the “Supplemental
      Indenture,”
and
      the Original
      Indenture, as so supplemented, the “Indenture”),
      between the
      Company and HSBC Bank USA, National Association, a national banking association,
      as successor-in-interest to JPMorgan Chase Bank (formerly The Chase Manhattan
      Bank), as trustee (the “Trustee,”
which
      term
      includes any successor trustee under the Indenture), and reference is hereby
      made to the Indenture for a statement of the respective rights, limitations
      of
      rights, duties and immunities thereunder of the Company, the Trustee and the
      Holders and of the terms upon which the Securities are, and are to be,
      authenticated and delivered. This note is one of the notes in a series
      designated as 6.95% Senior Notes due 2028 of the Company (hereinafter called
      the
“6.95%
      Notes”),
      issued under
      the Original Indenture, which 6.95% Notes are limited in aggregate principal
      amount to $200,000,000.

     

    Except
      as provided
      in Sections 1006 and 1007 of the Original Indenture, neither the Indenture
      nor
      the 6.95% Notes limit or otherwise restrict the amount of indebtedness which
      may
      be incurred or other securities which may be issued by the Company. The 6.95%
      Notes issued under the Indenture are direct, unsecured obligations of the
      Company and will mature on June 1, 2028. The 6.95% Notes rank on parity with
      all
      other unsecured, unsubordinated indebtedness of the Company.

     

    The
      6.95% Notes
      will bear interest as set forth on the face hereof.

     

    The
      6.95% Notes are
      not redeemable prior to their Stated Maturity.

     

    The
      6.95% Notes are
      not entitled to any sinking fund.

     

    If
      an Event of
      Default with respect to the 6.95% Notes shall occur and be continuing, the
      principal of the 6.95% Notes may be declared due and payable in the manner
      and
      with the effect provided in the Indenture.

     

    The
      Indenture
      permits, with certain exceptions as therein provided, the amendment thereof
      and
      the modification of the rights and obligations of the Company and the rights
      of
      the Holders of the Securities of each series to be affected under the Indenture
      at any time by the Company and the Trustee with the consent of the Holders
      of a
      majority in aggregate principal amount of the Outstanding Securities of all
      series to be affected (voting as one class). The Indenture also contains
      provisions permitting the Holders of a majority in aggregate principal amount
      of
      the Outstanding Securities of all affected series (voting as one class), on
      behalf of the Holders of all Securities of such series, to waive compliance
      by
      the Company with certain provisions of the Indenture. The Indenture permits,
      with certain exceptions as therein provided, the Holders of a majority in
      aggregate principal amount of Securities of any series then Outstanding to
      waive
      past defaults under the Indenture with respect to such series and their
      consequences. Any such consent or waiver by the Holder of this 6.95% Note shall
      be conclusive and binding upon such Holder and upon all future Holders of this
      6.95% Note 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 6.95% Note.

     

    As
      provided in and
      subject to the provisions of the Indenture, the Holder of this 6.95% Note shall
      not have the right to institute any proceeding with respect to the Indenture
      or
      for the appointment of a receiver or trustee or for any other remedy thereunder,
      unless such Holder shall have previously given the Trustee written notice of
      a
      continuing Event of Default with respect to the Securities of this series,
      the
      Holders of not less than 25% in principal amount of the Securities of this
      series at the time Outstanding shall have made written request to the Trustee
      to
      institute proceedings in respect of such Event of Default as Trustee and offered
      the Trustee reasonable indemnity and the Trustee shall not have received from
      the Holders of a majority in principal amount of the Securities of this series
      at the time Outstanding a direction inconsistent with such request, and shall
      have failed to institute any such proceeding, for 60 days after receipt of
      such
      notice, request and offer of indemnity. The foregoing shall not apply to any
      suit instituted by the Holder of this 6.95% Note for the enforcement of any
      payment of principal hereof or interest hereon on or after the respective due
      dates expressed herein.

     

    No
      reference herein
      to the Indenture and no provision of this 6.95% Note or of the Indenture shall
      alter or impair the obligation of the Company, which are absolute and
      unconditional, to pay the principal of, and premium, if any, and interest on
      this 6.95% Note at the times, place(s) and rates, and in the coin or currency,
      herein prescribed.

     

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

     

    As
      provided in the
      Indenture and subject to certain limitations therein set forth, the transfer
      of
      this 6.95% Note is registrable in the Security Register, upon surrender of
      this
      6.95% Note for registration of transfer at the office or agency of the Company
      in the Borough of Manhattan, The City of New York, or at such other offices
      or
      agencies as the Company may designate, duly endorsed by, or accompanied by
      a
      written instrument of transfer in form satisfactory to the Company and the
      Security Registrar duly executed by, the Holder hereof or his attorney duly
      authorized in writing, and thereupon one or more new Securities of this series
      and of like tenor, of authorized denominations and for a like aggregate
      principal amount, will be issued to the designated transferee or
      transferees.

     

    The
      6.95% Notes are
      issuable only in registered forms without coupons, in minimum denominations
      of
      $1,000 or any integral multiple thereof. As provided in the Indenture and
      subject to certain limitations therein set forth, the Securities of this series
      are exchangeable for a like aggregate principal amount of Securities of this
      series and of like tenor of a different authorized denomination, as requested
      by
      the Holder surrendering the same.

     

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

     

    Prior
      to due
      presentment of this 6.95% Note for registration of transfer, the Company, the
      Trustee and any agent of the Company or the Trustee may treat the Person in
      whose name this 6.95% Note is registered as the owner hereof for all purposes,
      whether or not this 6.95% Note be overdue, and neither the Company, the Trustee
      nor any such agent shall be affected by notice to the contrary.

     

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

     

    THIS
      6.95% NOTE
      SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
      OF
      NEW YORK.

     

    Except
      as otherwise
      expressly provided herein, all terms used in this 6.95% Note but not otherwise
      defined herein shall have the meanings assigned to them in the
      Indenture.

     

    [If
      a
      Transfer Restricted Security, insert—The
      Holder of this
      6.95% Note is entitled to the benefits of the Registration Rights Agreement,
      dated as of December 28, 2005 (the “Registration
      Rights Agreement”),
      by and among
      the Company and the Dealer Managers named therein, and such Holders shall also
      have certain obligations to indemnify the Company under certain circumstances,
      all as more fully set forth in the Registration Rights Agreement.]

     

    


    
      
        
          Exhibit
            A-5

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSIGNMENT
      FORM

     

    FOR
      VALUE RECEIVED,
      the undersigned hereby sell(s), assign(s) and transfer(s) unto
      _____________________________________ (Please Print or Typewrite Name and
      Address of Assignee) the within instrument of EL PASO CORPORATION and does
      hereby irrevocably constitute and appoint ________________________ Attorney
      to
      transfer said instrument on the books of the within-named Company, with full
      power of substitution in the premises.

     

    Please
      Insert
      Social Security or 

     

    Other
      Identifying
      Number of Assignee: 

     

     

     

    Dated:
             

     

    (Signature)
      

     

    


     

    Signature
      Guarantee:
      ____________________________________________________________________________

    (Participant
      in a Recognized
      Signature

    Guaranty
      Medallion
      Program)

     

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

     

    


     

    


    
      
        
          Exhibit
            A-5

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXCHANGE/TRANSFER
      CERTIFICATE

     

    Re: 6.95%
      Senior Notes
      due 2028 of El Paso Corporation (the “6.95%
      Notes”).

     

    This
      Exchange/Transfer Certificate relates to $____ principal amount of 6.95% Notes
      held by _____________________ (the “Transferor”).

     

    The
      Transferor has
      requested the Security Registrar by written order to exchange or register the
      transfer of a 6.95% Note or 6.95% Notes.

     

    In
      connection with
      such request and in respect of each such 6.95% Note, the Transferor does hereby
      certify that the Transferor is familiar with the Indenture relating to the
      above-captioned 6.95% Notes and that the transfer of this 6.95% Note does not
      require registration under the Securities Act (as defined below)
      because:**

     

    ‪□ Such
      6.95% Note is
      being acquired for the Transferor’s own account without transfer.

     

    ‪□ Such
      6.95% Note is
      being transferred (i) to a “qualified institutional buyer” (as defined in Rule
      144A under the Securities Act of 1933, as amended (the “Securities
      Act”)),
      in accordance
      with Rule 144A under the Securities Act or (ii) pursuant to an exemption from
      registration in accordance with Rule 904 of Regulation S under the Securities
      Act (and in the case of clause (ii), based upon an opinion of counsel if the
      Company or the Trustee so requests, together with a certification in
      substantially the form of the Regulation S Certificate included in such 6.95%
      Note).

     

    ‪□ Such
      6.95% Note is
      being transferred (i) pursuant to an exemption from registration in accordance
      with Rule 144 under the Securities Act (and based upon an opinion of counsel
      if
      the Company or the Trustee so requests) or (ii) pursuant to an effective
      registration statement under the Securities Act.

     

    ‪□ Such
      6.95% Note is
      being transferred in reliance on and in compliance with another exemption from
      the registration requirements of the Securities Act (and based upon an opinion
      of counsel if the Company or the Trustee so requests).

     

    [INSERT
      NAME OF
      TRANSFEROR]

    


    By:


    Name:

    Title:

    Address:

    


    Date:
 

    


    **Check
      appropriate
      box.

     

    


    
      
        
          Exhibit
            A-5

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    REGULATION
      S CERTIFICATE

    


    _________________,
      _____

    


    HSBC
      BANK USA,
      NATIONAL ASSOCIATION, as Security Registrar

    452
      Fifth
      Avenue

    New
      York, New York
      10018

     

    Attention:
      Corporate Trust and Loan Agency

     

    Ladies
      and
      Gentlemen:

     

    In
      connection with
      our proposed sale of $_______________ principal amount of 6.95% Senior Notes
      due
      2028 (the “6.95%
      Notes”)
      of El Paso
      Corporation (the “Company”),
      we confirm that
      such sale has been effected pursuant to and in accordance with Regulation S
      under the United States Securities Act of 1933, as amended (the “Securities
      Act”),
      and,
      accordingly, we represent that:

     

    
      	 	
              (i)

            	the offer of the 6.95% Notes was
              not
              made to a person in the United States of
              America;


    

     

    
      	 	
              (ii)

            	
              at
                the time
                the buy order was originated, the transferee was outside the United
                States
                of America or we and any person acting on our behalf reasonably believed
                that the transferee was outside the United States of
                America;

            


    

     

    
      	 	
              (iii)

            	
              no
                directed
                selling efforts have been made by us in contravention of Rule 903
                or Rule
                904 of Regulation S under the Securities Act, as
                applicable;

            


    

     

    
      	 	
              (iv)

            	
              the
                transaction is not part of a plan or scheme to evade the registration
                requirements of the Securities Act;
                and

            


    

     

    
      	 	
              (v)

            	
              if
                the
                proposed transfer is being made prior to the expiration of the 40-day
                distribution compliance period as set forth in Regulation S, the
                transfer
                is not being made to, or for the benefit or account of, a U.S. Person
                (other than a distributor).

            


    

     

    You,
      the Trustee
      and the Company are entitled to rely upon this Regulation S Certificate and
      you
      are irrevocably authorized to produce this Regulation S Certificate or a copy
      hereof to any interested party in any administrative or legal proceedings or
      official inquiry with respect to the matters covered hereby. Terms used but
      not
      defined in this Regulation S Certificate have the meanings set forth in
      Regulation S under the Securities Act.

     

    Very
      truly
      yours,

    


    


    [Name]

    


    By:


    Name:

    Title:

    Address:

    


     

    


    
      
        
          Exhibit
            A-5

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    [If
      a Global
      Security, insert as a separate page—

     

    SCHEDULE
      OF
      INCREASES OR DECREASES

     

    IN
      GLOBAL
      SECURITY

     

    The
      following
      increases or decreases in this Global Security have been made:

     

    
      	
               

               

               

               

               

               

               

               

              Date
                of Exchange

               

            	
              Amount
                of Decrease in Principal Amount of this Global
                Security

               

            	
              Amount
                of Increase in Principal Amount of this 

               

              Global
                Security

               

            	
              Principal
                Amount of this Global Security following such decrease
                

               

              (or
                increase)

               

            	
               

               

              Signature
                of authorized signatory of Trustee or Depositary]

               

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


     

    


     

    


     

    


    
      
        
          
            Exhibit
              A-5

             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


             

          

        

      

    

    



    EXHIBIT
      A-6

     

    [FORM
      OF
      FACE OF 6.375% SENIOR NOTE DUE 2009]

     

    [If
      a
      Global Security, insert—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.]

     

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

     

    [If
      a
      Transfer Restricted Security, insert—THIS SECURITY HAS NOT BEEN REGISTERED UNDER
      THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND,
      ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN
      THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT
      AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A
      BENEFICIAL INTEREST HEREIN, THE HOLDER:

     

    (1) REPRESENTS
      THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER
      THE SECURITIES ACT) (A “QIB”) OR (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING
      THIS SECURITY FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING
      THIS
      SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
      SECURITIES ACT,

     

    (2) AGREES
      THAT
      IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) (TAKING INTO
      ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE)
      UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS
      SECURITY, RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER
      OR
      ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES
      IS A
      QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE
      WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN
      OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT,
      (D)
      PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
      SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS, AND

     

    (3) AGREES
      THAT
      IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN
      IS
      TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (2)(D) OR (2)(E) ABOVE)
      A
      NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

     

    IN
      CONNECTION WITH ANY TRANSFER OF THIS SECURITY OR ANY INTEREST HEREIN WITHIN
      THE
      TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET
      FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT
      THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS “OFFSHORE
      TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM
      BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT.]

     

    
      	
              CUSIP
                No. ___________

            	 
	
              ISIN
                No. ___________

            	 
	
              No.:  ___________

            	
              $_____________

            


    

    


     

    EL
      PASO
      CORPORATION

     

    6.375%
      Senior Note due 2009

     

    El
      Paso
      Corporation, a corporation duly organized and existing under the laws of
      Delaware (the “Company,”
which
      term
      includes any successor corporation under the Indenture hereinafter referred
      to),
      for value received, hereby promises to pay to
      [_________________________________] [if
      a Global
      Security, insert - Cede
&
Co.,
      as
      nominee for The Depository Trust Company] or its registered assigns, the
      principal sum of _______________________ United States Dollars [if
      a Global
      Security, insert - ,
      or such other
      principal amount as shall be set forth in the Schedule of Increases or Decreases
      attached hereto,] at the office of the Company designated for such purpose
      in
      The City of New York, on February 1, 2009 in such coin or currency of the United
      States of America as at the time of payment shall be legal tender for the
      payment of public and private debts, and to pay interest thereon semi-annually
      in arrears on each February 1 and August 1 of each year (each such date, an
      “Interest
      Payment
      Date”),
      commencing on
      February 1, 2006, at the rate of 6.375% per annum from, and including, August
      1,
      2005 (or from and including the next most recent date to which interest has
      been
      paid or duly provided for) to, but excluding, the date on which the principal
      hereof has been paid or made available for payment.

     

    The
      amount of
      interest so payable for any period shall be computed on the basis of a 360-day
      year of twelve 30-day months. In the event that any Interest Payment Date is
      not
      a Business Day, then payment of the interest or principal payable on such date
      will be made on the next succeeding day which is a Business Day and no interest
      shall accrue in respect of the amounts which payment is so delayed for the
      period from and after such Interest Payment Date, except that, if such Business
      Day is in the next succeeding calendar year, such payment shall be made on
      the
      immediately preceding Business Day, in each case with the same force and effect
      as if made on such date.

     

    Payments
      of the
      principal of and interest on the 6.375% Senior Notes due 2009 (hereinafter
      called the “6.375%
      Notes”)
      shall be made at
      the office of the Company designated for such purpose in The City of New York;
      provided that, unless this 6.375% Note is a 6.375% Note issued in global form
      (“Global
      Security”),
      interest may be
      paid, at the option of the Company, (i) by check mailed to the address of the
      Person entitled thereto as such address shall appear in the Security Register
      or
      (ii) by wire transfer at such place and to such account at a banking institution
      in the United States as may be designated in writing to the Trustee at least
      five Business Days prior to the date for payment by the Person entitled thereto.
      The interest so payable, and punctually paid or duly provided for, on any
      Interest Payment Date, as provided in the Indenture, as hereinafter defined,
      shall be paid to the Person in whose name this 6.375% Note (or one or more
      Predecessor Securities) shall have been registered at the close of business
      on
      the Regular Record Date with respect to such Interest Payment Date, provided
      that interest payable on the Stated Maturity shall be paid to the Person to
      whom
      principal is paid. Any such interest not so punctually paid or duly provided
      for
      shall forthwith cease to be payable to the Holder on such Regular Record Date
      and shall be paid as provided in said Indenture.

     

    Reference
      is hereby
      made to the further provisions of this 6.375% Note set forth herein, 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 herein by manual signature, this 6.375% Note shall not be entitled to any
      benefit under the Indenture or be valid or obligatory for any
      purpose.

     

    (Signature
      Page
      Follows)

     

    


    
      
        
          Exhibit
            A-6

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, EL PASO CORPORATION
      has caused this
      instrument to be executed in its corporate name by the signature of its duly
      authorized officer.

     

    EL
      PASO
      CORPORATION

     

    


     

    By:      

     

    Name:      

     

    Title:      

     

    


     

    DATED:
     

     

    


    
      
        
          Exhibit
            A-6

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is one of the
      6.375% Senior Notes due 2009 referred to in the within-mentioned
      Indenture.

     

    HSBC
      BANK USA,
      NATIONAL ASSOCIATION

     

    as
      Trustee

     

    


     

    By:       

     

    Authorized
      Signatory

     

    


     

    


    
      
        
          Exhibit
            A-6

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    [REVERSE
      OF
      6.375%
      SENIOR
      NOTE DUE 2009]

     

    EL
      PASO
      CORPORATION

     

    6.375%
      Senior Note due 2009

     

    This
      note is one of
      a duly authorized issue of securities of the Company (the “Securities”),
      issued and to
      be issued in one or more series under an Indenture, dated as of May 10, 1999
      (the “Original
      Indenture”),
      as previously
      supplemented and as further supplemented by a Tenth Supplemental indenture,
      dated as of December 28, 2005 (the “Supplemental
      Indenture,”
and
      the Original
      Indenture, as so supplemented, the “Indenture”),
      between the
      Company and HSBC Bank USA, National Association, a national banking association,
      as successor-in-interest to JPMorgan Chase Bank (formerly The Chase Manhattan
      Bank), as trustee (the “Trustee,”
which
      term
      includes any successor trustee under the Indenture), and reference is hereby
      made to the Indenture for a statement of the respective rights, limitations
      of
      rights, duties and immunities thereunder of the Company, the Trustee and the
      Holders and of the terms upon which the Securities are, and are to be,
      authenticated and delivered. This note is one of the notes in a series
      designated as 6.375% Senior Notes due 2009 of the Company (hereinafter called
      the “6.375%
      Notes”),
      issued under
      the Original Indenture, which 6.375% Notes are limited in aggregate principal
      amount to $200,000,000.

     

    Except
      as provided
      in Sections 1006 and 1007 of the Original Indenture, neither the Indenture
      nor
      the 6.375% Notes limit or otherwise restrict the amount of indebtedness which
      may be incurred or other securities which may be issued by the Company. The
      6.375% Notes issued under the Indenture are direct, unsecured obligations of
      the
      Company and will mature on February 1, 2009. The 6.375% Notes rank on parity
      with all other unsecured, unsubordinated indebtedness of the
      Company.

     

    The
      6.375% Notes
      will bear interest as set forth on the face hereof.

     

    The
      6.375% Notes
      are not redeemable prior to their Stated Maturity.

     

    The
      6.375% Notes
      are not entitled to any sinking fund.

     

    If
      an Event of
      Default with respect to the 6.375% Notes shall occur and be continuing, the
      principal of the 6.375% Notes may be declared due and payable in the manner
      and
      with the effect provided in the Indenture.

     

    The
      Indenture
      permits, with certain exceptions as therein provided, the amendment thereof
      and
      the modification of the rights and obligations of the Company and the rights
      of
      the Holders of the Securities of each series to be affected under the Indenture
      at any time by the Company and the Trustee with the consent of the Holders
      of a
      majority in aggregate principal amount of the Outstanding Securities of all
      series to be affected (voting as one class). The Indenture also contains
      provisions permitting the Holders of a majority in aggregate principal amount
      of
      the Outstanding Securities of all affected series (voting as one class), on
      behalf of the Holders of all Securities of such series, to waive compliance
      by
      the Company with certain provisions of the Indenture. The Indenture permits,
      with certain exceptions as therein provided, the Holders of a majority in
      aggregate principal amount of Securities of any series then Outstanding to
      waive
      past defaults under the Indenture with respect to such series and their
      consequences. Any such consent or waiver by the Holder of this 6.375% Note
      shall
      be conclusive and binding upon such Holder and upon all future Holders of this
      6.375% Note 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 6.375% Note.

     

    As
      provided in and
      subject to the provisions of the Indenture, the Holder of this 6.375% Note
      shall
      not have the right to institute any proceeding with respect to the Indenture
      or
      for the appointment of a receiver or trustee or for any other remedy thereunder,
      unless such Holder shall have previously given the Trustee written notice of
      a
      continuing Event of Default with respect to the Securities of this series,
      the
      Holders of not less than 25% in principal amount of the Securities of this
      series at the time Outstanding shall have made written request to the Trustee
      to
      institute proceedings in respect of such Event of Default as Trustee and offered
      the Trustee reasonable indemnity and the Trustee shall not have received from
      the Holders of a majority in principal amount of the Securities of this series
      at the time Outstanding a direction inconsistent with such request, and shall
      have failed to institute any such proceeding, for 60 days after receipt of
      such
      notice, request and offer of indemnity. The foregoing shall not apply to any
      suit instituted by the Holder of this 6.375% Note for the enforcement of any
      payment of principal hereof or interest hereon on or after the respective due
      dates expressed herein.

     

    No
      reference herein
      to the Indenture and no provision of this 6.375% Note or of the Indenture shall
      alter or impair the obligation of the Company, which are absolute and
      unconditional, to pay the principal of, and premium, if any, and interest on
      this 6.375% Note at the times, place(s) and rates, and in the coin or currency,
      herein prescribed.

     

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

     

    As
      provided in the
      Indenture and subject to certain limitations therein set forth, the transfer
      of
      this 6.375% Note is registrable in the Security Register, upon surrender of
      this
      6.375% Note for registration of transfer at the office or agency of the Company
      in the Borough of Manhattan, The City of New York, or at such other offices
      or
      agencies as the Company may designate, duly endorsed by, or accompanied by
      a
      written instrument of transfer in form satisfactory to the Company and the
      Security Registrar duly executed by, the Holder hereof or his attorney duly
      authorized in writing, and thereupon one or more new Securities of this series
      and of like tenor, of authorized denominations and for a like aggregate
      principal amount, will be issued to the designated transferee or
      transferees.

     

    The
      6.375% Notes
      are issuable only in registered forms without coupons, in minimum denominations
      of $1,000 or any integral multiple thereof. As provided in the Indenture and
      subject to certain limitations therein set forth, the Securities of this series
      are exchangeable for a like aggregate principal amount of Securities of this
      series and of like tenor of a different authorized denomination, as requested
      by
      the Holder surrendering the same.

     

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

     

    Prior
      to due
      presentment of this 6.375% Note for registration of transfer, the Company,
      the
      Trustee and any agent of the Company or the Trustee may treat the Person in
      whose name this 6.375% Note is registered as the owner hereof for all purposes,
      whether or not this 6.375% Note be overdue, and neither the Company, the Trustee
      nor any such agent shall be affected by notice to the contrary.

     

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

     

    THIS
      6.375% NOTE
      SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
      OF
      NEW YORK.

     

    Except
      as otherwise
      expressly provided herein, all terms used in this 6.375% Note but not otherwise
      defined herein shall have the meanings assigned to them in the
      Indenture.

     

    [If
      a
      Transfer Restricted Security, insert—The
      Holder of this
      6.375% Note is entitled to the benefits of the Registration Rights Agreement,
      dated as of December 28, 2005 (the “Registration
      Rights Agreement”),
      by and among
      the Company and the Dealer Managers named therein, and such Holders shall also
      have certain obligations to indemnify the Company under certain circumstances,
      all as more fully set forth in the Registration Rights Agreement.]

     

    


    
      
        
          Exhibit
            A-6

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSIGNMENT
      FORM

     

    FOR
      VALUE RECEIVED,
      the undersigned hereby sell(s), assign(s) and transfer(s) unto
      _____________________________________ (Please Print or Typewrite Name and
      Address of Assignee) the within instrument of EL PASO CORPORATION and does
      hereby irrevocably constitute and appoint ________________________ Attorney
      to
      transfer said instrument on the books of the within-named Company, with full
      power of substitution in the premises.

     

    Please
      Insert
      Social Security or 

     

    Other
      Identifying
      Number of Assignee: 

     

     

     

    Dated:
             

     

    (Signature)
      

     

    


     

    Signature
      Guarantee:
      ____________________________________________________________________________

    (Participant
      in a Recognized
      Signature

    Guaranty
      Medallion
      Program)

     

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

     

    


     

    


    
      
        
          Exhibit
            A-6

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXCHANGE/TRANSFER
      CERTIFICATE

     

    Re: 6.375%
      Senior Notes
      due 2009 of El Paso Corporation (the “6.375%
      Notes”).

     

    This
      Exchange/Transfer Certificate relates to $____ principal amount of 6.375% Notes
      held by _____________________ (the “Transferor”).

     

    The
      Transferor has
      requested the Security Registrar by written order to exchange or register the
      transfer of a 6.375% Note or 6.375% Notes.

     

    In
      connection with
      such request and in respect of each such 6.375% Note, the Transferor does hereby
      certify that the Transferor is familiar with the Indenture relating to the
      above-captioned 6.375% Notes and that the transfer of this 6.375% Note does
      not
      require registration under the Securities Act (as defined below)
      because:**

     

    ‪□ Such
      6.375% Note is
      being acquired for the Transferor’s own account without transfer.

     

    ‪□ Such
      6.375% Note is
      being transferred (i) to a “qualified institutional buyer” (as defined in Rule
      144A under the Securities Act of 1933, as amended (the “Securities
      Act”)),
      in accordance
      with Rule 144A under the Securities Act or (ii) pursuant to an exemption from
      registration in accordance with Rule 904 of Regulation S under the Securities
      Act (and in the case of clause (ii), based upon an opinion of counsel if the
      Company or the Trustee so requests, together with a certification in
      substantially the form of the Regulation S Certificate included in such 6.375%
      Note).

     

    ‪□ Such
      6.375% Note is
      being transferred (i) pursuant to an exemption from registration in accordance
      with Rule 144 under the Securities Act (and based upon an opinion of counsel
      if
      the Company or the Trustee so requests) or (ii) pursuant to an effective
      registration statement under the Securities Act.

     

    ‪□ Such
      6.375% Note is
      being transferred in reliance on and in compliance with another exemption from
      the registration requirements of the Securities Act (and based upon an opinion
      of counsel if the Company or the Trustee so requests).

     

    [INSERT
      NAME OF
      TRANSFEROR]

    


    By:


    Name:

    Title:

    Address:

    


    Date:
 

    


    **Check
      appropriate
      box.

     

    


    
      
        
          Exhibit
            A-6

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    REGULATION
      S CERTIFICATE

    


    _________________,
      _____

    


    HSBC
      BANK USA,
      NATIONAL ASSOCIATION, as Security Registrar

    452
      Fifth
      Avenue

    New
      York, New York
      10018

     

    Attention:
      Corporate Trust and Loan Agency

     

    Ladies
      and
      Gentlemen:

     

    In
      connection with
      our proposed sale of $_______________ principal amount of 6.375% Senior Notes
      due 2009 (the “6.375%
      Notes”)
      of El Paso
      Corporation (the “Company”),
      we confirm that
      such sale has been effected pursuant to and in accordance with Regulation S
      under the United States Securities Act of 1933, as amended (the “Securities
      Act”),
      and,
      accordingly, we represent that:

     

    
      	 	
              (i)

            	the offer of the 6.375% Notes
              was not
              made to a person in the United States of
              America;


    

     

    
      	 	
              (ii)

            	
              at
                the time
                the buy order was originated, the transferee was outside the United
                States
                of America or we and any person acting on our behalf reasonably believed
                that the transferee was outside the United States of
                America;

            


    

     

    
      	 	
              (iii)

            	
              no
                directed
                selling efforts have been made by us in contravention of Rule 903
                or Rule
                904 of Regulation S under the Securities Act, as
                applicable;

            


    

     

    
      	 	
              (iv)

            	
              the
                transaction is not part of a plan or scheme to evade the registration
                requirements of the Securities Act;
                and

            


    

     

    
      	 	
              (v)

            	
              if
                the
                proposed transfer is being made prior to the expiration of the 40-day
                distribution compliance period as set forth in Regulation S, the
                transfer
                is not being made to, or for the benefit or account of, a U.S. Person
                (other than a distributor).

            


    

     

    You,
      the Trustee
      and the Company are entitled to rely upon this Regulation S Certificate and
      you
      are irrevocably authorized to produce this Regulation S Certificate or a copy
      hereof to any interested party in any administrative or legal proceedings or
      official inquiry with respect to the matters covered hereby. Terms used but
      not
      defined in this Regulation S Certificate have the meanings set forth in
      Regulation S under the Securities Act.

     

    Very
      truly
      yours,

    


    


    [Name]

    


    By:


    Name:

    Title:

    Address:

    


     

    


    
      
        
          Exhibit
            A-6

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    [If
      a Global
      Security, insert as a separate page—

     

    SCHEDULE
      OF
      INCREASES OR DECREASES

     

    IN
      GLOBAL
      SECURITY

     

    The
      following
      increases or decreases in this Global Security have been made:

     

    
      	
               

               

               

               

               

               

               

               

              Date
                of Exchange

               

            	
              Amount
                of Decrease in Principal Amount of this Global
                Security

               

            	
              Amount
                of Increase in Principal Amount of this 

               

              Global
                Security

               

            	
              Principal
                Amount of this Global Security following such decrease
                

               

              (or
                increase)

               

            	
               

               

              Signature
                of authorized signatory of Trustee or Depositary]

               

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


     

    


     

    


     

    


    
      
        
          
            Exhibit
              A-6

             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


             

          

        

      

    

    



    EXHIBIT
      A-7

     

    [FORM
      OF
      FACE OF 7.75% SENIOR NOTE DUE 2010]

     

    [If
      a
      Global Security, insert—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.]

     

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

     

    [If
      a
      Transfer Restricted Security, insert—THIS SECURITY HAS NOT BEEN REGISTERED UNDER
      THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND,
      ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN
      THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT
      AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A
      BENEFICIAL INTEREST HEREIN, THE HOLDER:

     

    (1) REPRESENTS
      THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER
      THE SECURITIES ACT) (A “QIB”) OR (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING
      THIS SECURITY FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING
      THIS
      SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
      SECURITIES ACT,

     

    (2) AGREES
      THAT
      IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) (TAKING INTO
      ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE)
      UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS
      SECURITY, RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER
      OR
      ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES
      IS A
      QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE
      WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN
      OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT,
      (D)
      PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
      SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS, AND

     

    (3) AGREES
      THAT
      IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN
      IS
      TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (2)(D) OR (2)(E) ABOVE)
      A
      NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

     

    IN
      CONNECTION WITH ANY TRANSFER OF THIS SECURITY OR ANY INTEREST HEREIN WITHIN
      THE
      TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET
      FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT
      THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS “OFFSHORE
      TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM
      BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT.]

     

    
      	
              CUSIP
                No. ___________

            	 
	
              ISIN
                No. ___________

            	 
	
              No.:  ___________

            	
              $_____________

            


    

    


     

    EL
      PASO
      CORPORATION

     

    7.75%
      Senior Note due 2010

     

    El
      Paso
      Corporation, a corporation duly organized and existing under the laws of
      Delaware (the “Company,”
which
      term
      includes any successor corporation under the Indenture hereinafter referred
      to),
      for value received, hereby promises to pay to
      [_________________________________] [if
      a Global
      Security, insert - Cede
&
Co.,
      as
      nominee for The Depository Trust Company] or its registered assigns, the
      principal sum of _______________________ United States Dollars [if
      a Global
      Security, insert - ,
      or such other
      principal amount as shall be set forth in the Schedule of Increases or Decreases
      attached hereto,] at the office of the Company designated for such purpose
      in
      The City of New York, on June 15, 2010 in such coin or currency of the United
      States of America as at the time of payment shall be legal tender for the
      payment of public and private debts, and to pay interest thereon semi-annually
      in arrears on each June 15 and December 15 of each year (each such date, an
      “Interest
      Payment
      Date”),
      commencing on
      June 15, 2006, at the rate of 7.75% per annum from, and including, December
      15,
      2005 (or from and including the next most recent date to which interest has
      been
      paid or duly provided for) to, but excluding, the date on which the principal
      hereof has been paid or made available for payment.

     

    The
      amount of
      interest so payable for any period shall be computed on the basis of a 360-day
      year of twelve 30-day months. In the event that any Interest Payment Date is
      not
      a Business Day, then payment of the interest or principal payable on such date
      will be made on the next succeeding day which is a Business Day and no interest
      shall accrue in respect of the amounts which payment is so delayed for the
      period from and after such Interest Payment Date, except that, if such Business
      Day is in the next succeeding calendar year, such payment shall be made on
      the
      immediately preceding Business Day, in each case with the same force and effect
      as if made on such date.

     

    Payments
      of the
      principal of and interest on the 7.75% Senior Notes due 2010 (hereinafter called
      the “7.75%
      Notes”)
      shall be made at
      the office of the Company designated for such purpose in The City of New York;
      provided that, unless this 7.75% Note is a 7.75% Note issued in global form
      (“Global
      Security”),
      interest may be
      paid, at the option of the Company, (i) by check mailed to the address of the
      Person entitled thereto as such address shall appear in the Security Register
      or
      (ii) by wire transfer at such place and to such account at a banking institution
      in the United States as may be designated in writing to the Trustee at least
      five Business Days prior to the date for payment by the Person entitled thereto.
      The interest so payable, and punctually paid or duly provided for, on any
      Interest Payment Date, as provided in the Indenture, as hereinafter defined,
      shall be paid to the Person in whose name this 7.75% Note (or one or more
      Predecessor Securities) shall have been registered at the close of business
      on
      the Regular Record Date with respect to such Interest Payment Date, provided
      that interest payable on the Stated Maturity shall be paid to the Person to
      whom
      principal is paid. Any such interest not so punctually paid or duly provided
      for
      shall forthwith cease to be payable to the Holder on such Regular Record Date
      and shall be paid as provided in said Indenture.

     

    Reference
      is hereby
      made to the further provisions of this 7.75% Note set forth herein, 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 herein by manual signature, this 7.75% Note shall not be entitled to any
      benefit under the Indenture or be valid or obligatory for any
      purpose.

     

    (Signature
      Page
      Follows)

     

    


    
      
        
          Exhibit
            A-7

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, EL PASO CORPORATION
      has caused this
      instrument to be executed in its corporate name by the signature of its duly
      authorized officer.

     

    EL
      PASO
      CORPORATION

     

    


     

    By:      

     

    Name:      

     

    Title:      

     

    


     

    DATED:
     

     

    


    
      
        
          Exhibit
            A-7

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is one of the
      7.75% Senior Notes due 2010 referred to in the within-mentioned
      Indenture.

     

    HSBC
      BANK USA,
      NATIONAL ASSOCIATION

     

    as
      Trustee

     

    


     

    By:       

     

    Authorized
      Signatory

     

    


     

    


    
      
        
          Exhibit
            A-7

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    [REVERSE
      OF
      7.75%
      SENIOR
      NOTE DUE 2010]

     

    EL
      PASO
      CORPORATION

     

    7.75%
      Senior Note due 2010

     

    This
      note is one of
      a duly authorized issue of securities of the Company (the “Securities”),
      issued and to
      be issued in one or more series under an Indenture, dated as of May 10, 1999
      (the “Original
      Indenture”),
      as previously
      supplemented and as further supplemented by a Tenth Supplemental indenture,
      dated as of December 28, 2005 (the “Supplemental
      Indenture,”
and
      the Original
      Indenture, as so supplemented, the “Indenture”),
      between the
      Company and HSBC Bank USA, National Association, a national banking association,
      as successor-in-interest to JPMorgan Chase Bank (formerly The Chase Manhattan
      Bank), as trustee (the “Trustee,”
which
      term
      includes any successor trustee under the Indenture), and reference is hereby
      made to the Indenture for a statement of the respective rights, limitations
      of
      rights, duties and immunities thereunder of the Company, the Trustee and the
      Holders and of the terms upon which the Securities are, and are to be,
      authenticated and delivered. This note is one of the notes in a series
      designated as 7.75% Senior Notes due 2010 of the Company (hereinafter called
      the
“7.75%
      Notes”),
      issued under
      the Original Indenture, which 7.75% Notes are limited in aggregate principal
      amount to $400,000,000.

     

    Except
      as provided
      in Sections 1006 and 1007 of the Original Indenture, neither the Indenture
      nor
      the 7.75% Notes limit or otherwise restrict the amount of indebtedness which
      may
      be incurred or other securities which may be issued by the Company. The 7.75%
      Notes issued under the Indenture are direct, unsecured obligations of the
      Company and will mature on June 15, 2010. The 7.75% Notes rank on parity with
      all other unsecured, unsubordinated indebtedness of the Company.

     

    The
      7.75% Notes
      will bear interest as set forth on the face hereof.

     

    The
      7.75% Notes are
      not redeemable prior to their Stated Maturity.

     

    The
      7.75% Notes are
      not entitled to any sinking fund.

     

    If
      an Event of
      Default with respect to the 7.75% Notes shall occur and be continuing, the
      principal of the 7.75% Notes may be declared due and payable in the manner
      and
      with the effect provided in the Indenture.

     

    The
      Indenture
      permits, with certain exceptions as therein provided, the amendment thereof
      and
      the modification of the rights and obligations of the Company and the rights
      of
      the Holders of the Securities of each series to be affected under the Indenture
      at any time by the Company and the Trustee with the consent of the Holders
      of a
      majority in aggregate principal amount of the Outstanding Securities of all
      series to be affected (voting as one class). The Indenture also contains
      provisions permitting the Holders of a majority in aggregate principal amount
      of
      the Outstanding Securities of all affected series (voting as one class), on
      behalf of the Holders of all Securities of such series, to waive compliance
      by
      the Company with certain provisions of the Indenture. The Indenture permits,
      with certain exceptions as therein provided, the Holders of a majority in
      aggregate principal amount of Securities of any series then Outstanding to
      waive
      past defaults under the Indenture with respect to such series and their
      consequences. Any such consent or waiver by the Holder of this 7.75% Note shall
      be conclusive and binding upon such Holder and upon all future Holders of this
      7.75% Note 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 7.75% Note.

     

    As
      provided in and
      subject to the provisions of the Indenture, the Holder of this 7.75% Note shall
      not have the right to institute any proceeding with respect to the Indenture
      or
      for the appointment of a receiver or trustee or for any other remedy thereunder,
      unless such Holder shall have previously given the Trustee written notice of
      a
      continuing Event of Default with respect to the Securities of this series,
      the
      Holders of not less than 25% in principal amount of the Securities of this
      series at the time Outstanding shall have made written request to the Trustee
      to
      institute proceedings in respect of such Event of Default as Trustee and offered
      the Trustee reasonable indemnity and the Trustee shall not have received from
      the Holders of a majority in principal amount of the Securities of this series
      at the time Outstanding a direction inconsistent with such request, and shall
      have failed to institute any such proceeding, for 60 days after receipt of
      such
      notice, request and offer of indemnity. The foregoing shall not apply to any
      suit instituted by the Holder of this 7.75% Note for the enforcement of any
      payment of principal hereof or interest hereon on or after the respective due
      dates expressed herein.

     

    No
      reference herein
      to the Indenture and no provision of this 7.75% Note or of the Indenture shall
      alter or impair the obligation of the Company, which are absolute and
      unconditional, to pay the principal of, and premium, if any, and interest on
      this 7.75% Note at the times, place(s) and rates, and in the coin or currency,
      herein prescribed.

     

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

     

    As
      provided in the
      Indenture and subject to certain limitations therein set forth, the transfer
      of
      this 7.75% Note is registrable in the Security Register, upon surrender of
      this
      7.75% Note for registration of transfer at the office or agency of the Company
      in the Borough of Manhattan, The City of New York, or at such other offices
      or
      agencies as the Company may designate, duly endorsed by, or accompanied by
      a
      written instrument of transfer in form satisfactory to the Company and the
      Security Registrar duly executed by, the Holder hereof or his attorney duly
      authorized in writing, and thereupon one or more new Securities of this series
      and of like tenor, of authorized denominations and for a like aggregate
      principal amount, will be issued to the designated transferee or
      transferees.

     

    The
      7.75% Notes are
      issuable only in registered forms without coupons, in minimum denominations
      of
      $1,000 or any integral multiple thereof. As provided in the Indenture and
      subject to certain limitations therein set forth, the Securities of this series
      are exchangeable for a like aggregate principal amount of Securities of this
      series and of like tenor of a different authorized denomination, as requested
      by
      the Holder surrendering the same.

     

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

     

    Prior
      to due
      presentment of this 7.75% Note for registration of transfer, the Company, the
      Trustee and any agent of the Company or the Trustee may treat the Person in
      whose name this 7.75% Note is registered as the owner hereof for all purposes,
      whether or not this 7.75% Note be overdue, and neither the Company, the Trustee
      nor any such agent shall be affected by notice to the contrary.

     

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

     

    THIS
      7.75% NOTE
      SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
      OF
      NEW YORK.

     

    Except
      as otherwise
      expressly provided herein, all terms used in this 7.75% Note but not otherwise
      defined herein shall have the meanings assigned to them in the
      Indenture.

     

    [If
      a
      Transfer Restricted Security, insert—The
      Holder of this
      7.75% Note is entitled to the benefits of the Registration Rights Agreement,
      dated as of December 28, 2005 (the “Registration
      Rights Agreement”),
      by and among
      the Company and the Dealer Managers named therein, and such Holders shall also
      have certain obligations to indemnify the Company under certain circumstances,
      all as more fully set forth in the Registration Rights Agreement.]

     

    


    
      
        
          Exhibit
            A-7

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSIGNMENT
      FORM

     

    FOR
      VALUE RECEIVED,
      the undersigned hereby sell(s), assign(s) and transfer(s) unto
      _____________________________________ (Please Print or Typewrite Name and
      Address of Assignee) the within instrument of EL PASO CORPORATION and does
      hereby irrevocably constitute and appoint ________________________ Attorney
      to
      transfer said instrument on the books of the within-named Company, with full
      power of substitution in the premises.

     

    Please
      Insert
      Social Security or 

     

    Other
      Identifying
      Number of Assignee: 

     

     

     

    Dated:
             

     

    (Signature)
      

     

    


     

    Signature
      Guarantee:
      ____________________________________________________________________________

    (Participant
      in a Recognized
      Signature

    Guaranty
      Medallion
      Program)

     

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

     

    


     

    


    
      
        
          Exhibit
            A-7

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXCHANGE/TRANSFER
      CERTIFICATE

     

    Re: 7.75%
      Senior Notes
      due 2010 of El Paso Corporation (the “7.75%
      Notes”).

     

    This
      Exchange/Transfer Certificate relates to $____ principal amount of 7.75% Notes
      held by _____________________ (the “Transferor”).

     

    The
      Transferor has
      requested the Security Registrar by written order to exchange or register the
      transfer of a 7.75% Note or 7.75% Notes.

     

    In
      connection with
      such request and in respect of each such 7.75% Note, the Transferor does hereby
      certify that the Transferor is familiar with the Indenture relating to the
      above-captioned 7.75% Notes and that the transfer of this 7.75% Note does not
      require registration under the Securities Act (as defined below)
      because:**

     

    ‪□ Such
      7.75% Note is
      being acquired for the Transferor’s own account without transfer.

     

    ‪□ Such
      7.75% Note is
      being transferred (i) to a “qualified institutional buyer” (as defined in Rule
      144A under the Securities Act of 1933, as amended (the “Securities
      Act”)),
      in accordance
      with Rule 144A under the Securities Act or (ii) pursuant to an exemption from
      registration in accordance with Rule 904 of Regulation S under the Securities
      Act (and in the case of clause (ii), based upon an opinion of counsel if the
      Company or the Trustee so requests, together with a certification in
      substantially the form of the Regulation S Certificate included in such 7.75%
      Note).

     

    ‪□ Such
      7.75% Note is
      being transferred (i) pursuant to an exemption from registration in accordance
      with Rule 144 under the Securities Act (and based upon an opinion of counsel
      if
      the Company or the Trustee so requests) or (ii) pursuant to an effective
      registration statement under the Securities Act.

     

    ‪□ Such
      7.75% Note is
      being transferred in reliance on and in compliance with another exemption from
      the registration requirements of the Securities Act (and based upon an opinion
      of counsel if the Company or the Trustee so requests).

     

    [INSERT
      NAME OF
      TRANSFEROR]

    


    By:


    Name:

    Title:

    Address:

    


    Date:
 

    


    **Check
      appropriate
      box.

     

    


    
      
        
          Exhibit
            A-7,
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    REGULATION
      S CERTIFICATE

    


    _________________,
      _____

    


    HSBC
      BANK USA,
      NATIONAL ASSOCIATION, as Security Registrar

    452
      Fifth
      Avenue

    New
      York, New York
      10018

     

    Attention:
      Corporate Trust and Loan Agency

     

    Ladies
      and
      Gentlemen:

     

    In
      connection with
      our proposed sale of $_______________ principal amount of 7.75% Senior Notes
      due
      2010 (the “7.75%
      Notes”)
      of El Paso
      Corporation (the “Company”),
      we confirm that
      such sale has been effected pursuant to and in accordance with Regulation S
      under the United States Securities Act of 1933, as amended (the “Securities
      Act”),
      and,
      accordingly, we represent that:

     

    
      	 	
              (i)

            	the offer of the 7.75% Notes was
              not
              made to a person in the United States of
              America;


    

     

    
      	 	
              (ii)

            	
              at
                the time
                the buy order was originated, the transferee was outside the United
                States
                of America or we and any person acting on our behalf reasonably believed
                that the transferee was outside the United States of
                America;

            


    

     

    
      	 	
              (iii)

            	
              no
                directed
                selling efforts have been made by us in contravention of Rule 903
                or Rule
                904 of Regulation S under the Securities Act, as
                applicable;

            


    

     

    
      	 	
              (iv)

            	
              the
                transaction is not part of a plan or scheme to evade the registration
                requirements of the Securities Act;
                and

            


    

     

    
      	 	
              (v)

            	
              if
                the
                proposed transfer is being made prior to the expiration of the 40-day
                distribution compliance period as set forth in Regulation S, the
                transfer
                is not being made to, or for the benefit or account of, a U.S. Person
                (other than a distributor).

            


    

     

    You,
      the Trustee
      and the Company are entitled to rely upon this Regulation S Certificate and
      you
      are irrevocably authorized to produce this Regulation S Certificate or a copy
      hereof to any interested party in any administrative or legal proceedings or
      official inquiry with respect to the matters covered hereby. Terms used but
      not
      defined in this Regulation S Certificate have the meanings set forth in
      Regulation S under the Securities Act.

     

    Very
      truly
      yours,

    


    


    [Name]

    


    By:


    Name:

    Title:

    Address:

    


     

    


    
      
        
          Exhibit
            A-7
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    [If
      a Global
      Security, insert as a separate page—

     

    SCHEDULE
      OF
      INCREASES OR DECREASES

     

    IN
      GLOBAL
      SECURITY

     

    The
      following
      increases or decreases in this Global Security have been made:

     

    
      	
               

               

               

               

               

               

               

               

              Date
                of Exchange

               

            	
              Amount
                of Decrease in Principal Amount of this Global
                Security

               

            	
              Amount
                of Increase in Principal Amount of this 

               

              Global
                Security

               

            	
              Principal
                Amount of this Global Security following such decrease
                

               

              (or
                increase)

               

            	
               

               

              Signature
                of authorized signatory of Trustee or Depositary]

               

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


     

    


     

    


     

    


    
      
        
          
            Exhibit
              A-7
              

             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


             

          

        

      

    

    



    EXHIBIT
      A-8

     

    [FORM
      OF
      FACE OF 6.50% SENIOR NOTE DUE 2008]

     

    [If
      a
      Global Security, insert—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.]

     

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

     

    [If
      a
      Transfer Restricted Security, insert—THIS SECURITY HAS NOT BEEN REGISTERED UNDER
      THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND,
      ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN
      THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT
      AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A
      BENEFICIAL INTEREST HEREIN, THE HOLDER:

     

    (1) REPRESENTS
      THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER
      THE SECURITIES ACT) (A “QIB”) OR (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING
      THIS SECURITY FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING
      THIS
      SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
      SECURITIES ACT,

     

    (2) AGREES
      THAT
      IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) (TAKING INTO
      ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE)
      UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS
      SECURITY, RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER
      OR
      ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES
      IS A
      QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE
      WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN
      OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT,
      (D)
      PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
      SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS, AND

     

    (3) AGREES
      THAT
      IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN
      IS
      TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (2)(D) OR (2)(E) ABOVE)
      A
      NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

     

    IN
      CONNECTION WITH ANY TRANSFER OF THIS SECURITY OR ANY INTEREST HEREIN WITHIN
      THE
      TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET
      FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT
      THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS “OFFSHORE
      TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM
      BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT.]

     

    
      	
              CUSIP
                No. ___________

            	 
	
              ISIN
                No. ___________

            	 
	
              No.:  ___________

            	
              $_____________

            


    

    


     

    EL
      PASO
      CORPORATION

     

    6.50%
      Senior Note due 2008

     

    El
      Paso
      Corporation, a corporation duly organized and existing under the laws of
      Delaware (the “Company,”
which
      term
      includes any successor corporation under the Indenture hereinafter referred
      to),
      for value received, hereby promises to pay to
      [_________________________________] [if
      a Global
      Security, insert - Cede
&
Co.,
      as
      nominee for The Depository Trust Company] or its registered assigns, the
      principal sum of _______________________ United States Dollars [if
      a Global
      Security, insert - ,
      or such other
      principal amount as shall be set forth in the Schedule of Increases or Decreases
      attached hereto,] at the office of the Company designated for such purpose
      in
      The City of New York, on June 1, 2008 in such coin or currency of the United
      States of America as at the time of payment shall be legal tender for the
      payment of public and private debts, and to pay interest thereon semi-annually
      in arrears on each June 1 and December 1 of each year (each such date, an
“Interest
      Payment
      Date”),
      commencing on
      June 1, 2006, at the rate of 6.50% per annum from, and including, December
      1,
      2005 (or from and including the next most recent date to which interest has
      been
      paid or duly provided for) to, but excluding, the date on which the principal
      hereof has been paid or made available for payment.

     

    The
      amount of
      interest so payable for any period shall be computed on the basis of a 360-day
      year of twelve 30-day months. In the event that any Interest Payment Date is
      not
      a Business Day, then payment of the interest or principal payable on such date
      will be made on the next succeeding day which is a Business Day and no interest
      shall accrue in respect of the amounts which payment is so delayed for the
      period from and after such Interest Payment Date, except that, if such Business
      Day is in the next succeeding calendar year, such payment shall be made on
      the
      immediately preceding Business Day, in each case with the same force and effect
      as if made on such date.

     

    Payments
      of the
      principal of and interest on the 6.05% Senior Notes due 2008 (hereinafter called
      the “6.50%
      Notes”)
      shall be made at
      the office of the Company designated for such purpose in The City of New York;
      provided that, unless this 6.50% Note is a 6.50% Note issued in global form
      (“Global
      Security”),
      interest may be
      paid, at the option of the Company, (i) by check mailed to the address of the
      Person entitled thereto as such address shall appear in the Security Register
      or
      (ii) by wire transfer at such place and to such account at a banking institution
      in the United States as may be designated in writing to the Trustee at least
      five Business Days prior to the date for payment by the Person entitled thereto.
      The interest so payable, and punctually paid or duly provided for, on any
      Interest Payment Date, as provided in the Indenture, as hereinafter defined,
      shall be paid to the Person in whose name this 6.50% Note (or one or more
      Predecessor Securities) shall have been registered at the close of business
      on
      the Regular Record Date with respect to such Interest Payment Date, provided
      that interest payable on the Stated Maturity shall be paid to the Person to
      whom
      principal is paid. Any such interest not so punctually paid or duly provided
      for
      shall forthwith cease to be payable to the Holder on such Regular Record Date
      and shall be paid as provided in said Indenture.

     

    Reference
      is hereby
      made to the further provisions of this 6.50% Note set forth herein, 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 herein by manual signature, this 6.50% Note shall not be entitled to any
      benefit under the Indenture or be valid or obligatory for any
      purpose.

     

    (Signature
      Page
      Follows)

     

    


    
      
        
          Exhibit
            A-8
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, EL PASO CORPORATION
      has caused this
      instrument to be executed in its corporate name by the signature of its duly
      authorized officer.

     

    EL
      PASO
      CORPORATION

     

    


     

    By:      

     

    Name:      

     

    Title:      

     

    


     

    DATED:
     

     

    


    
      
        
          Exhibit
            A-8
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is one of the
      6.50% Senior Notes due 2008 referred to in the within-mentioned
      Indenture.

     

    HSBC
      BANK USA,
      NATIONAL ASSOCIATION

     

    as
      Trustee

     

    


     

    By:       

     

    Authorized
      Signatory

     

    


     

    


    
      
        
          Exhibit
            A-8
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    [REVERSE
      OF
      6.50%
      SENIOR
      NOTE DUE 2008]

     

    EL
      PASO
      CORPORATION

     

    6.50%
      Senior Note due 2008

     

    This
      note is one of
      a duly authorized issue of securities of the Company (the “Securities”),
      issued and to
      be issued in one or more series under an Indenture, dated as of May 10, 1999
      (the “Original
      Indenture”),
      as previously
      supplemented and as further supplemented by a Tenth Supplemental indenture,
      dated as of December 28, 2005 (the “Supplemental
      Indenture,”
and
      the Original
      Indenture, as so supplemented, the “Indenture”),
      between the
      Company and HSBC Bank USA, National Association, a national banking association,
      as successor-in-interest to JPMorgan Chase Bank (formerly The Chase Manhattan
      Bank), as trustee (the “Trustee,”
which
      term
      includes any successor trustee under the Indenture), and reference is hereby
      made to the Indenture for a statement of the respective rights, limitations
      of
      rights, duties and immunities thereunder of the Company, the Trustee and the
      Holders and of the terms upon which the Securities are, and are to be,
      authenticated and delivered. This note is one of the notes in a series
      designated as 6.50% Senior Notes due 2008 of the Company (hereinafter called
      the
“6.50%
      Notes”),
      issued under
      the Original Indenture, which 6.50% Notes are limited in aggregate principal
      amount to $200,000,000.

     

    Except
      as provided
      in Sections 1006 and 1007 of the Original Indenture, neither the Indenture
      nor
      the 6.50% Notes limit or otherwise restrict the amount of indebtedness which
      may
      be incurred or other securities which may be issued by the Company. The 6.50%
      Notes issued under the Indenture are direct, unsecured obligations of the
      Company and will mature on June 1, 2008. The 6.50% Notes rank on parity with
      all
      other unsecured, unsubordinated indebtedness of the Company.

     

    The
      6.50% Notes
      will bear interest as set forth on the face hereof.

     

    The
      6.50% Notes are
      not redeemable prior to their Stated Maturity.

     

    The
      6.50% Notes are
      not entitled to any sinking fund.

     

    If
      an Event of
      Default with respect to the 6.50% Notes shall occur and be continuing, the
      principal of the 6.50% Notes may be declared due and payable in the manner
      and
      with the effect provided in the Indenture.

     

    The
      Indenture
      permits, with certain exceptions as therein provided, the amendment thereof
      and
      the modification of the rights and obligations of the Company and the rights
      of
      the Holders of the Securities of each series to be affected under the Indenture
      at any time by the Company and the Trustee with the consent of the Holders
      of a
      majority in aggregate principal amount of the Outstanding Securities of all
      series to be affected (voting as one class). The Indenture also contains
      provisions permitting the Holders of a majority in aggregate principal amount
      of
      the Outstanding Securities of all affected series (voting as one class), on
      behalf of the Holders of all Securities of such series, to waive compliance
      by
      the Company with certain provisions of the Indenture. The Indenture permits,
      with certain exceptions as therein provided, the Holders of a majority in
      aggregate principal amount of Securities of any series then Outstanding to
      waive
      past defaults under the Indenture with respect to such series and their
      consequences. Any such consent or waiver by the Holder of this 6.50% Note shall
      be conclusive and binding upon such Holder and upon all future Holders of this
      6.50% Note 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 6.50% Note.

     

    As
      provided in and
      subject to the provisions of the Indenture, the Holder of this 6.50% Note shall
      not have the right to institute any proceeding with respect to the Indenture
      or
      for the appointment of a receiver or trustee or for any other remedy thereunder,
      unless such Holder shall have previously given the Trustee written notice of
      a
      continuing Event of Default with respect to the Securities of this series,
      the
      Holders of not less than 25% in principal amount of the Securities of this
      series at the time Outstanding shall have made written request to the Trustee
      to
      institute proceedings in respect of such Event of Default as Trustee and offered
      the Trustee reasonable indemnity and the Trustee shall not have received from
      the Holders of a majority in principal amount of the Securities of this series
      at the time Outstanding a direction inconsistent with such request, and shall
      have failed to institute any such proceeding, for 60 days after receipt of
      such
      notice, request and offer of indemnity. The foregoing shall not apply to any
      suit instituted by the Holder of this 6.50% Note for the enforcement of any
      payment of principal hereof or interest hereon on or after the respective due
      dates expressed herein.

     

    No
      reference herein
      to the Indenture and no provision of this 6.50% Note or of the Indenture shall
      alter or impair the obligation of the Company, which are absolute and
      unconditional, to pay the principal of, and premium, if any, and interest on
      this 6.50% Note at the times, place(s) and rates, and in the coin or currency,
      herein prescribed.

     

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

     

    As
      provided in the
      Indenture and subject to certain limitations therein set forth, the transfer
      of
      this 6.50% Note is registrable in the Security Register, upon surrender of
      this
      6.50% Note for registration of transfer at the office or agency of the Company
      in the Borough of Manhattan, The City of New York, or at such other offices
      or
      agencies as the Company may designate, duly endorsed by, or accompanied by
      a
      written instrument of transfer in form satisfactory to the Company and the
      Security Registrar duly executed by, the Holder hereof or his attorney duly
      authorized in writing, and thereupon one or more new Securities of this series
      and of like tenor, of authorized denominations and for a like aggregate
      principal amount, will be issued to the designated transferee or
      transferees.

     

    The
      6.50% Notes are
      issuable only in registered forms without coupons, in minimum denominations
      of
      $1,000 or any integral multiple thereof. As provided in the Indenture and
      subject to certain limitations therein set forth, the Securities of this series
      are exchangeable for a like aggregate principal amount of Securities of this
      series and of like tenor of a different authorized denomination, as requested
      by
      the Holder surrendering the same.

     

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

     

    Prior
      to due
      presentment of this 6.50% Note for registration of transfer, the Company, the
      Trustee and any agent of the Company or the Trustee may treat the Person in
      whose name this 6.50% Note is registered as the owner hereof for all purposes,
      whether or not this 6.50% Note be overdue, and neither the Company, the Trustee
      nor any such agent shall be affected by notice to the contrary.

     

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

     

    THIS
      6.50% NOTE
      SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
      OF
      NEW YORK.

     

    Except
      as otherwise
      expressly provided herein, all terms used in this 6.50% Note but not otherwise
      defined herein shall have the meanings assigned to them in the
      Indenture.

     

    [If
      a
      Transfer Restricted Security, insert—The
      Holder of this
      6.50% Note is entitled to the benefits of the Registration Rights Agreement,
      dated as of December 28, 2005 (the “Registration
      Rights Agreement”),
      by and among
      the Company and the Dealer Managers named therein, and such Holders shall also
      have certain obligations to indemnify the Company under certain circumstances,
      all as more fully set forth in the Registration Rights Agreement.]

     

    


    
      
        
          Exhibit
            A-8
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSIGNMENT
      FORM

     

    FOR
      VALUE RECEIVED,
      the undersigned hereby sell(s), assign(s) and transfer(s) unto
      _____________________________________ (Please Print or Typewrite Name and
      Address of Assignee) the within instrument of EL PASO CORPORATION and does
      hereby irrevocably constitute and appoint ________________________ Attorney
      to
      transfer said instrument on the books of the within-named Company, with full
      power of substitution in the premises.

     

    Please
      Insert
      Social Security or 

     

    Other
      Identifying
      Number of Assignee: 

     

     

     

    Dated:
             

     

    (Signature)
      

     

    


     

    Signature
      Guarantee:
      ____________________________________________________________________________

    (Participant
      in a Recognized
      Signature

    Guaranty
      Medallion
      Program)

     

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

     

    


     

    


    
      
        
          Exhibit
            A-8
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXCHANGE/TRANSFER
      CERTIFICATE

     

    Re: 6.50%
      Senior Notes
      due 2008 of El Paso Corporation (the “6.50%
      Notes”).

     

    This
      Exchange/Transfer Certificate relates to $____ principal amount of 6.50% Notes
      held by _____________________ (the “Transferor”).

     

    The
      Transferor has
      requested the Security Registrar by written order to exchange or register the
      transfer of a 6.50% Note or 6.50% Notes.

     

    In
      connection with
      such request and in respect of each such 6.50% Note, the Transferor does hereby
      certify that the Transferor is familiar with the Indenture relating to the
      above-captioned 6.50% Notes and that the transfer of this 6.50% Note does not
      require registration under the Securities Act (as defined below)
      because:**

     

    ‪□ Such
      6.50% Note is
      being acquired for the Transferor’s own account without transfer.

     

    ‪□ Such
      6.50% Note is
      being transferred (i) to a “qualified institutional buyer” (as defined in Rule
      144A under the Securities Act of 1933, as amended (the “Securities
      Act”)),
      in accordance
      with Rule 144A under the Securities Act or (ii) pursuant to an exemption from
      registration in accordance with Rule 904 of Regulation S under the Securities
      Act (and in the case of clause (ii), based upon an opinion of counsel if the
      Company or the Trustee so requests, together with a certification in
      substantially the form of the Regulation S Certificate included in such 6.50%
      Note).

     

    ‪□ Such
      6.50% Note is
      being transferred (i) pursuant to an exemption from registration in accordance
      with Rule 144 under the Securities Act (and based upon an opinion of counsel
      if
      the Company or the Trustee so requests) or (ii) pursuant to an effective
      registration statement under the Securities Act.

     

    ‪□ Such
      6.50% Note is
      being transferred in reliance on and in compliance with another exemption from
      the registration requirements of the Securities Act (and based upon an opinion
      of counsel if the Company or the Trustee so requests).

     

    [INSERT
      NAME OF
      TRANSFEROR]

    


    By:


    Name:

    Title:

    Address:

    


    Date:
 

    


    **Check
      appropriate
      box.

     

    


    
      
        
          Exhibit
            A-8
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    REGULATION
      S CERTIFICATE

    


    _________________,
      _____

    


    HSBC
      BANK USA,
      NATIONAL ASSOCIATION, as Security Registrar

    452
      Fifth
      Avenue

    New
      York, New York
      10018

     

    Attention:
      Corporate Trust and Loan Agency

     

    Ladies
      and
      Gentlemen:

     

    In
      connection with
      our proposed sale of $_______________ principal amount of 6.50% Senior Notes
      due
      2008 (the “6.50%
      Notes”)
      of El Paso
      Corporation (the “Company”),
      we confirm that
      such sale has been effected pursuant to and in accordance with Regulation S
      under the United States Securities Act of 1933, as amended (the “Securities
      Act”),
      and,
      accordingly, we represent that:

     

    
      	 	
              (i)

            	the offer of the 6.50% Notes was
              not
              made to a person in the United States of
              America;


    

     

    
      	 	
              (ii)

            	
              at
                the time
                the buy order was originated, the transferee was outside the United
                States
                of America or we and any person acting on our behalf reasonably believed
                that the transferee was outside the United States of
                America;

            


    

     

    
      	 	
              (iii)

            	
              no
                directed
                selling efforts have been made by us in contravention of Rule 903
                or Rule
                904 of Regulation S under the Securities Act, as
                applicable;

            


    

     

    
      	 	
              (iv)

            	
              the
                transaction is not part of a plan or scheme to evade the registration
                requirements of the Securities Act;
                and

            


    

     

    
      	 	
              (v)

            	
              if
                the
                proposed transfer is being made prior to the expiration of the 40-day
                distribution compliance period as set forth in Regulation S, the
                transfer
                is not being made to, or for the benefit or account of, a U.S. Person
                (other than a distributor).

            


    

     

    You,
      the Trustee
      and the Company are entitled to rely upon this Regulation S Certificate and
      you
      are irrevocably authorized to produce this Regulation S Certificate or a copy
      hereof to any interested party in any administrative or legal proceedings or
      official inquiry with respect to the matters covered hereby. Terms used but
      not
      defined in this Regulation S Certificate have the meanings set forth in
      Regulation S under the Securities Act.

     

    Very
      truly
      yours,

    


    


    [Name]

    


    By:


    Name:

    Title:

    Address:

    


     

    


    
      
        
          Exhibit
            A-8
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    [If
      a Global
      Security, insert as a separate page—

     

    SCHEDULE
      OF
      INCREASES OR DECREASES

     

    IN
      GLOBAL
      SECURITY

     

    The
      following
      increases or decreases in this Global Security have been made:

     

    
      	
               

               

               

               

               

               

               

               

              Date
                of Exchange

               

            	
              Amount
                of Decrease in Principal Amount of this Global
                Security

               

            	
              Amount
                of Increase in Principal Amount of this 

               

              Global
                Security

               

            	
              Principal
                Amount of this Global Security following such decrease
                

               

              (or
                increase)

               

            	
               

               

              Signature
                of authorized signatory of Trustee or Depositary]

               

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


     

    


     

    


     

    


    
      
        
          
            Exhibit
              A-8
              

             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


             

          

        

      

    

    



    EXHIBIT
      A-9

     

    [FORM
      OF
      FACE OF 7.625% SENIOR NOTE DUE 2008]

     

    [If
      a
      Global Security, insert—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.]

     

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

     

    [If
      a
      Transfer Restricted Security, insert—THIS SECURITY HAS NOT BEEN REGISTERED UNDER
      THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND,
      ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN
      THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT
      AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A
      BENEFICIAL INTEREST HEREIN, THE HOLDER:

     

    (1) REPRESENTS
      THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER
      THE SECURITIES ACT) (A “QIB”) OR (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING
      THIS SECURITY FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING
      THIS
      SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
      SECURITIES ACT,

     

    (2) AGREES
      THAT
      IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) (TAKING INTO
      ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE)
      UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS
      SECURITY, RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER
      OR
      ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES
      IS A
      QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE
      WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN
      OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT,
      (D)
      PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
      SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS, AND

     

    (3) AGREES
      THAT
      IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN
      IS
      TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (2)(D) OR (2)(E) ABOVE)
      A
      NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

     

    IN
      CONNECTION WITH ANY TRANSFER OF THIS SECURITY OR ANY INTEREST HEREIN WITHIN
      THE
      TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET
      FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT
      THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS “OFFSHORE
      TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM
      BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT.]

     

    
      	
              CUSIP
                No. ___________

            	 
	
              ISIN
                No. ___________

            	 
	
              No.:  ___________

            	
              $_____________

            


    

    


     

    EL
      PASO
      CORPORATION

     

    7.625%
      Senior Note due 2008

     

    El
      Paso
      Corporation, a corporation duly organized and existing under the laws of
      Delaware (the “Company,”
which
      term
      includes any successor corporation under the Indenture hereinafter referred
      to),
      for value received, hereby promises to pay to
      [_________________________________] [if
      a Global
      Security, insert - Cede
&
Co.,
      as
      nominee for The Depository Trust Company] or its registered assigns, the
      principal sum of _______________________ United States Dollars [if
      a Global
      Security, insert - ,
      or such other
      principal amount as shall be set forth in the Schedule of Increases or Decreases
      attached hereto,] at the office of the Company designated for such purpose
      in
      The City of New York, on September 1, 2008 in such coin or currency of the
      United States of America as at the time of payment shall be legal tender for
      the
      payment of public and private debts, and to pay interest thereon semi-annually
      in arrears on each March 1 and September 1 of each year (each such date, an
      “Interest
      Payment
      Date”),
      commencing on
      March 1, 2006, at the rate of 7.625% per annum from, and including, September
      1,
      2005 (or from and including the next most recent date to which interest has
      been
      paid or duly provided for) to, but excluding, the date on which the principal
      hereof has been paid or made available for payment.

     

    The
      amount of
      interest so payable for any period shall be computed on the basis of a 360-day
      year of twelve 30-day months. In the event that any Interest Payment Date is
      not
      a Business Day, then payment of the interest or principal payable on such date
      will be made on the next succeeding day which is a Business Day and no interest
      shall accrue in respect of the amounts which payment is so delayed for the
      period from and after such Interest Payment Date, except that, if such Business
      Day is in the next succeeding calendar year, such payment shall be made on
      the
      immediately preceding Business Day, in each case with the same force and effect
      as if made on such date.

     

    Payments
      of the
      principal of and interest on the 7.625% Senior Notes due 2008 (hereinafter
      called the “7.625%
      Notes”)
      shall be made at
      the office of the Company designated for such purpose in The City of New York;
      provided that, unless this 7.625% Note is a 7.625% Note issued in global form
      (“Global
      Security”),
      interest may be
      paid, at the option of the Company, (i) by check mailed to the address of the
      Person entitled thereto as such address shall appear in the Security Register
      or
      (ii) by wire transfer at such place and to such account at a banking institution
      in the United States as may be designated in writing to the Trustee at least
      five Business Days prior to the date for payment by the Person entitled thereto.
      The interest so payable, and punctually paid or duly provided for, on any
      Interest Payment Date, as provided in the Indenture, as hereinafter defined,
      shall be paid to the Person in whose name this 7.625% Note (or one or more
      Predecessor Securities) shall have been registered at the close of business
      on
      the Regular Record Date with respect to such Interest Payment Date, provided
      that interest payable on the Stated Maturity shall be paid to the Person to
      whom
      principal is paid. Any such interest not so punctually paid or duly provided
      for
      shall forthwith cease to be payable to the Holder on such Regular Record Date
      and shall be paid as provided in said Indenture.

     

    Reference
      is hereby
      made to the further provisions of this 7.625% Note set forth herein, 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 herein by manual signature, this 7.625% Note shall not be entitled to any
      benefit under the Indenture or be valid or obligatory for any
      purpose.

     

    (Signature
      Page
      Follows)

     

    


    
      
        
          Exhibit
            A-9
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, EL PASO CORPORATION
      has caused this
      instrument to be executed in its corporate name by the signature of its duly
      authorized officer.

     

    EL
      PASO
      CORPORATION

     

    


     

    By:      

     

    Name:      

     

    Title:      

     

    


     

    DATED:
     

     

    


    
      
        
          Exhibit
            A-9
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is one of the
      7.625% Senior Notes due 2008 referred to in the within-mentioned
      Indenture.

     

    HSBC
      BANK USA,
      NATIONAL ASSOCIATION

     

    as
      Trustee

     

    


     

    By:       

     

    Authorized
      Signatory

     

    


     

    


    
      
        
          Exhibit
            A-9
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    [REVERSE
      OF
      7.625%
      SENIOR
      NOTE DUE 2008]

     

    EL
      PASO
      CORPORATION

     

    7.625%
      Senior Note due 2008

     

    This
      note is one of
      a duly authorized issue of securities of the Company (the “Securities”),
      issued and to
      be issued in one or more series under an Indenture, dated as of May 10, 1999
      (the “Original
      Indenture”),
      as previously
      supplemented and as further supplemented by a Tenth Supplemental indenture,
      dated as of December 28, 2005 (the “Supplemental
      Indenture,”
and
      the Original
      Indenture, as so supplemented, the “Indenture”),
      between the
      Company and HSBC Bank USA, National Association, a national banking association,
      as successor-in-interest to JPMorgan Chase Bank (formerly The Chase Manhattan
      Bank), as trustee (the “Trustee,”
which
      term
      includes any successor trustee under the Indenture), and reference is hereby
      made to the Indenture for a statement of the respective rights, limitations
      of
      rights, duties and immunities thereunder of the Company, the Trustee and the
      Holders and of the terms upon which the Securities are, and are to be,
      authenticated and delivered. This note is one of the notes in a series
      designated as 7.625% Senior Notes due 2008 of the Company (hereinafter called
      the “7.625%
      Notes”),
      issued under
      the Original Indenture, which 7.625% Notes are limited in aggregate principal
      amount to $215,000,000.

     

    Except
      as provided
      in Sections 1006 and 1007 of the Original Indenture, neither the Indenture
      nor
      the 7.625% Notes limit or otherwise restrict the amount of indebtedness which
      may be incurred or other securities which may be issued by the Company. The
      7.625% Notes issued under the Indenture are direct, unsecured obligations of
      the
      Company and will mature on September 1, 2008. The 7.625% Notes rank on parity
      with all other unsecured, unsubordinated indebtedness of the
      Company.

     

    The
      7.625% Notes
      will bear interest as set forth on the face hereof.

     

    The
      7.625% Notes
      are not redeemable prior to their Stated Maturity.

     

    The
      7.625% Notes
      are not entitled to any sinking fund.

     

    If
      an Event of
      Default with respect to the 7.625% Notes shall occur and be continuing, the
      principal of the 7.625% Notes may be declared due and payable in the manner
      and
      with the effect provided in the Indenture.

     

    The
      Indenture
      permits, with certain exceptions as therein provided, the amendment thereof
      and
      the modification of the rights and obligations of the Company and the rights
      of
      the Holders of the Securities of each series to be affected under the Indenture
      at any time by the Company and the Trustee with the consent of the Holders
      of a
      majority in aggregate principal amount of the Outstanding Securities of all
      series to be affected (voting as one class). The Indenture also contains
      provisions permitting the Holders of a majority in aggregate principal amount
      of
      the Outstanding Securities of all affected series (voting as one class), on
      behalf of the Holders of all Securities of such series, to waive compliance
      by
      the Company with certain provisions of the Indenture. The Indenture permits,
      with certain exceptions as therein provided, the Holders of a majority in
      aggregate principal amount of Securities of any series then Outstanding to
      waive
      past defaults under the Indenture with respect to such series and their
      consequences. Any such consent or waiver by the Holder of this 7.625% Note
      shall
      be conclusive and binding upon such Holder and upon all future Holders of this
      7.625% Note 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 7.625% Note.

     

    As
      provided in and
      subject to the provisions of the Indenture, the Holder of this 7.625% Note
      shall
      not have the right to institute any proceeding with respect to the Indenture
      or
      for the appointment of a receiver or trustee or for any other remedy thereunder,
      unless such Holder shall have previously given the Trustee written notice of
      a
      continuing Event of Default with respect to the Securities of this series,
      the
      Holders of not less than 25% in principal amount of the Securities of this
      series at the time Outstanding shall have made written request to the Trustee
      to
      institute proceedings in respect of such Event of Default as Trustee and offered
      the Trustee reasonable indemnity and the Trustee shall not have received from
      the Holders of a majority in principal amount of the Securities of this series
      at the time Outstanding a direction inconsistent with such request, and shall
      have failed to institute any such proceeding, for 60 days after receipt of
      such
      notice, request and offer of indemnity. The foregoing shall not apply to any
      suit instituted by the Holder of this 7.625% Note for the enforcement of any
      payment of principal hereof or interest hereon on or after the respective due
      dates expressed herein.

     

    No
      reference herein
      to the Indenture and no provision of this 7.625% Note or of the Indenture shall
      alter or impair the obligation of the Company, which are absolute and
      unconditional, to pay the principal of, and premium, if any, and interest on
      this 7.625% Note at the times, place(s) and rates, and in the coin or currency,
      herein prescribed.

     

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

     

    As
      provided in the
      Indenture and subject to certain limitations therein set forth, the transfer
      of
      this 7.625% Note is registrable in the Security Register, upon surrender of
      this
      7.625% Note for registration of transfer at the office or agency of the Company
      in the Borough of Manhattan, The City of New York, or at such other offices
      or
      agencies as the Company may designate, duly endorsed by, or accompanied by
      a
      written instrument of transfer in form satisfactory to the Company and the
      Security Registrar duly executed by, the Holder hereof or his attorney duly
      authorized in writing, and thereupon one or more new Securities of this series
      and of like tenor, of authorized denominations and for a like aggregate
      principal amount, will be issued to the designated transferee or
      transferees.

     

    The
      7.625% Notes
      are issuable only in registered forms without coupons, in minimum denominations
      of $1,000 or any integral multiple thereof. As provided in the Indenture and
      subject to certain limitations therein set forth, the Securities of this series
      are exchangeable for a like aggregate principal amount of Securities of this
      series and of like tenor of a different authorized denomination, as requested
      by
      the Holder surrendering the same.

     

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

     

    Prior
      to due
      presentment of this 7.625% Note for registration of transfer, the Company,
      the
      Trustee and any agent of the Company or the Trustee may treat the Person in
      whose name this 7.625% Note is registered as the owner hereof for all purposes,
      whether or not this 7.625% Note be overdue, and neither the Company, the Trustee
      nor any such agent shall be affected by notice to the contrary.

     

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

     

    THIS
      7.625% NOTE
      SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
      OF
      NEW YORK.

     

    Except
      as otherwise
      expressly provided herein, all terms used in this 7.625% Note but not otherwise
      defined herein shall have the meanings assigned to them in the
      Indenture.

     

    [If
      a
      Transfer Restricted Security, insert—The
      Holder of this
      7.625% Note is entitled to the benefits of the Registration Rights Agreement,
      dated as of December 28, 2005 (the “Registration
      Rights Agreement”),
      by and among
      the Company and the Dealer Managers named therein, and such Holders shall also
      have certain obligations to indemnify the Company under certain circumstances,
      all as more fully set forth in the Registration Rights Agreement.]

     

    


    
      
        
          Exhibit
            A-9
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSIGNMENT
      FORM

     

    FOR
      VALUE RECEIVED,
      the undersigned hereby sell(s), assign(s) and transfer(s) unto
      _____________________________________ (Please Print or Typewrite Name and
      Address of Assignee) the within instrument of EL PASO CORPORATION and does
      hereby irrevocably constitute and appoint ________________________ Attorney
      to
      transfer said instrument on the books of the within-named Company, with full
      power of substitution in the premises.

     

    Please
      Insert
      Social Security or 

     

    Other
      Identifying
      Number of Assignee: 

     

     

     

    Dated:
             

     

    (Signature)
      

     

    


     

    Signature
      Guarantee:
      ____________________________________________________________________________

    (Participant
      in a Recognized
      Signature

    Guaranty
      Medallion
      Program)

     

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

     

    


     

    


    
      
        
          Exhibit
            A-9
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXCHANGE/TRANSFER
      CERTIFICATE

     

    Re: 7.625%
      Senior Notes
      due 2008 of El Paso Corporation (the “7.625%
      Notes”).

     

    This
      Exchange/Transfer Certificate relates to $____ principal amount of 7.625% Notes
      held by _____________________ (the “Transferor”).

     

    The
      Transferor has
      requested the Security Registrar by written order to exchange or register the
      transfer of a 7.625% Note or 7.625% Notes.

     

    In
      connection with
      such request and in respect of each such 7.625% Note, the Transferor does hereby
      certify that the Transferor is familiar with the Indenture relating to the
      above-captioned 7.625% Notes and that the transfer of this 7.625% Note does
      not
      require registration under the Securities Act (as defined below)
      because:**

     

    ‪□ Such
      7.625% Note is
      being acquired for the Transferor’s own account without transfer.

     

    ‪□ Such
      7.625% Note is
      being transferred (i) to a “qualified institutional buyer” (as defined in Rule
      144A under the Securities Act of 1933, as amended (the “Securities
      Act”)),
      in accordance
      with Rule 144A under the Securities Act or (ii) pursuant to an exemption from
      registration in accordance with Rule 904 of Regulation S under the Securities
      Act (and in the case of clause (ii), based upon an opinion of counsel if the
      Company or the Trustee so requests, together with a certification in
      substantially the form of the Regulation S Certificate included in such 7.625%
      Note).

     

    ‪□ Such
      7.625% Note is
      being transferred (i) pursuant to an exemption from registration in accordance
      with Rule 144 under the Securities Act (and based upon an opinion of counsel
      if
      the Company or the Trustee so requests) or (ii) pursuant to an effective
      registration statement under the Securities Act.

     

    ‪□ Such
      7.625% Note is
      being transferred in reliance on and in compliance with another exemption from
      the registration requirements of the Securities Act (and based upon an opinion
      of counsel if the Company or the Trustee so requests).

     

    [INSERT
      NAME OF
      TRANSFEROR]

    


    By:


    Name:

    Title:

    Address:

    


    Date:
 

    


    **Check
      appropriate
      box.

     

    


    
      
        
          Exhibit
            A-9
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    REGULATION
      S CERTIFICATE

    


    _________________,
      _____

    


    HSBC
      BANK USA,
      NATIONAL ASSOCIATION, as Security Registrar

    452
      Fifth
      Avenue

    New
      York, New York
      10018

     

    Attention:
      Corporate Trust and Loan Agency

     

    Ladies
      and
      Gentlemen:

     

    In
      connection with
      our proposed sale of $_______________ principal amount of 7.625% Senior Notes
      due 2008 (the “7.625%
      Notes”)
      of El Paso
      Corporation (the “Company”),
      we confirm that
      such sale has been effected pursuant to and in accordance with Regulation S
      under the United States Securities Act of 1933, as amended (the “Securities
      Act”),
      and,
      accordingly, we represent that:

     

    
      	 	
              (i)

            	the offer of the 7.625% Notes
              was not
              made to a person in the United States of
              America;


    

     

    
      	 	
              (ii)

            	
              at
                the time
                the buy order was originated, the transferee was outside the United
                States
                of America or we and any person acting on our behalf reasonably believed
                that the transferee was outside the United States of
                America;

            


    

     

    
      	 	
              (iii)

            	
              no
                directed
                selling efforts have been made by us in contravention of Rule 903
                or Rule
                904 of Regulation S under the Securities Act, as
                applicable;

            


    

     

    
      	 	
              (iv)

            	
              the
                transaction is not part of a plan or scheme to evade the registration
                requirements of the Securities Act;
                and

            


    

     

    
      	 	
              (v)

            	
              if
                the
                proposed transfer is being made prior to the expiration of the 40-day
                distribution compliance period as set forth in Regulation S, the
                transfer
                is not being made to, or for the benefit or account of, a U.S. Person
                (other than a distributor).

            


    

     

    You,
      the Trustee
      and the Company are entitled to rely upon this Regulation S Certificate and
      you
      are irrevocably authorized to produce this Regulation S Certificate or a copy
      hereof to any interested party in any administrative or legal proceedings or
      official inquiry with respect to the matters covered hereby. Terms used but
      not
      defined in this Regulation S Certificate have the meanings set forth in
      Regulation S under the Securities Act.

     

    Very
      truly
      yours,

    


    


    [Name]

    


    By:


    Name:

    Title:

    Address:

    


     

    


    
      
        
          Exhibit
            A-9
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    [If
      a Global
      Security, insert as a separate page—

     

    SCHEDULE
      OF
      INCREASES OR DECREASES

     

    IN
      GLOBAL
      SECURITY

     

    The
      following
      increases or decreases in this Global Security have been made:

     

    
      	
               

               

               

               

               

               

               

               

              Date
                of Exchange

               

            	
              Amount
                of Decrease in Principal Amount of this Global
                Security

               

            	
              Amount
                of Increase in Principal Amount of this 

               

              Global
                Security

               

            	
              Principal
                Amount of this Global Security following such decrease
                

               

              (or
                increase)

               

            	
               

               

              Signature
                of authorized signatory of Trustee or Depositary]

               

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


     

    


     

    


     

    


    
      
        
          
            Exhibit
              A-9
              

             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


             

          

        

      

    

    



    EXHIBIT
      A-10

     

    [FORM
      OF
      FACE OF 6.50% SENIOR NOTE DUE 2006]

     

    [If
      a
      Global Security, insert—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.]

     

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

     

    [If
      a
      Transfer Restricted Security, insert—THIS SECURITY HAS NOT BEEN REGISTERED UNDER
      THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND,
      ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN
      THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT
      AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A
      BENEFICIAL INTEREST HEREIN, THE HOLDER:

     

    (1) REPRESENTS
      THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER
      THE SECURITIES ACT) (A “QIB”) OR (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING
      THIS SECURITY FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING
      THIS
      SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
      SECURITIES ACT,

     

    (2) AGREES
      THAT
      IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) (TAKING INTO
      ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE)
      UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS
      SECURITY, RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER
      OR
      ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES
      IS A
      QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE
      WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN
      OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT,
      (D)
      PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
      SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS, AND

     

    (3) AGREES
      THAT
      IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN
      IS
      TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (2)(D) OR (2)(E) ABOVE)
      A
      NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

     

    IN
      CONNECTION WITH ANY TRANSFER OF THIS SECURITY OR ANY INTEREST HEREIN WITHIN
      THE
      TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET
      FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT
      THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS “OFFSHORE
      TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM
      BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT.]

     

    
      	
              CUSIP
                No. ___________

            	 
	
              ISIN
                No. ___________

            	 
	
              No.:  ___________

            	
              $_____________

            


    

    


     

    EL
      PASO
      CORPORATION

     

    6.50%
      Senior Note due 2006

     

    El
      Paso
      Corporation, a corporation duly organized and existing under the laws of
      Delaware (the “Company,”
which
      term
      includes any successor corporation under the Indenture hereinafter referred
      to),
      for value received, hereby promises to pay to
      [_________________________________] [if
      a Global
      Security, insert - Cede
&
Co.,
      as
      nominee for The Depository Trust Company] or its registered assigns, the
      principal sum of _______________________ United States Dollars [if
      a Global
      Security, insert - ,
      or such other
      principal amount as shall be set forth in the Schedule of Increases or Decreases
      attached hereto,] at the office of the Company designated for such purpose
      in
      The City of New York, on May 15, 2006 in such coin or currency of the United
      States of America as at the time of payment shall be legal tender for the
      payment of public and private debts, and to pay interest thereon semi-annually
      in arrears on each May 15 and November 15 of each year (each such date, an
      “Interest
      Payment
      Date”),
      commencing on
      May 15, 2006, at the rate of 6.50% per annum from, and including, November
      15,
      2005 (or from and including the next most recent date to which interest has
      been
      paid or duly provided for) to, but excluding, the date on which the principal
      hereof has been paid or made available for payment.

     

    The
      amount of
      interest so payable for any period shall be computed on the basis of a 360-day
      year of twelve 30-day months. In the event that any Interest Payment Date is
      not
      a Business Day, then payment of the interest or principal payable on such date
      will be made on the next succeeding day which is a Business Day and no interest
      shall accrue in respect of the amounts which payment is so delayed for the
      period from and after such Interest Payment Date, except that, if such Business
      Day is in the next succeeding calendar year, such payment shall be made on
      the
      immediately preceding Business Day, in each case with the same force and effect
      as if made on such date.

     

    Payments
      of the
      principal of and interest on the 6.50% Senior Notes due 2006 (hereinafter called
      the “6.50%
      Notes”)
      shall be made at
      the office of the Company designated for such purpose in The City of New York;
      provided that, unless this 6.50% Note is a 6.50% Note issued in global form
      (“Global
      Security”),
      interest may be
      paid, at the option of the Company, (i) by check mailed to the address of the
      Person entitled thereto as such address shall appear in the Security Register
      or
      (ii) by wire transfer at such place and to such account at a banking institution
      in the United States as may be designated in writing to the Trustee at least
      five Business Days prior to the date for payment by the Person entitled thereto.
      The interest so payable, and punctually paid or duly provided for, on any
      Interest Payment Date, as provided in the Indenture, as hereinafter defined,
      shall be paid to the Person in whose name this 6.50% Note (or one or more
      Predecessor Securities) shall have been registered at the close of business
      on
      the Regular Record Date with respect to such Interest Payment Date, provided
      that interest payable on the Stated Maturity shall be paid to the Person to
      whom
      principal is paid. Any such interest not so punctually paid or duly provided
      for
      shall forthwith cease to be payable to the Holder on such Regular Record Date
      and shall be paid as provided in said Indenture.

     

    Reference
      is hereby
      made to the further provisions of this 6.50% Note set forth herein, 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 herein by manual signature, this 6.50% Note shall not be entitled to any
      benefit under the Indenture or be valid or obligatory for any
      purpose.

     

    (Signature
      Page
      Follows)

     

    


    
      
        
          Exhibit
            A-10
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, EL PASO CORPORATION
      has caused this
      instrument to be executed in its corporate name by the signature of its duly
      authorized officer.

     

    EL
      PASO
      CORPORATION

     

    


     

    By:      

     

    Name:      

     

    Title:      

     

    


     

    DATED:
     

     

    


    
      
        
          Exhibit
            A-10
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is one of the
      6.50% Senior Notes due 2006 referred to in the within-mentioned
      Indenture.

     

    HSBC
      BANK USA,
      NATIONAL ASSOCIATION

     

    as
      Trustee

     

    


     

    By:       

     

    Authorized
      Signatory

     

    


     

    


    
      
        
          Exhibit
            A-10
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    [REVERSE
      OF
      6.50%
      SENIOR
      NOTE DUE 2006]

     

    EL
      PASO
      CORPORATION

     

    6.50%
      Senior Note due 2006

     

    This
      note is one of
      a duly authorized issue of securities of the Company (the “Securities”),
      issued and to
      be issued in one or more series under an Indenture, dated as of May 10, 1999
      (the “Original
      Indenture”),
      as previously
      supplemented and as further supplemented by a Tenth Supplemental indenture,
      dated as of December 28, 2005 (the “Supplemental
      Indenture,”
and
      the Original
      Indenture, as so supplemented, the “Indenture”),
      between the
      Company and HSBC Bank USA, National Association, a national banking association,
      as successor-in-interest to JPMorgan Chase Bank (formerly The Chase Manhattan
      Bank), as trustee (the “Trustee,”
which
      term
      includes any successor trustee under the Indenture), and reference is hereby
      made to the Indenture for a statement of the respective rights, limitations
      of
      rights, duties and immunities thereunder of the Company, the Trustee and the
      Holders and of the terms upon which the Securities are, and are to be,
      authenticated and delivered. This note is one of the notes in a series
      designated as 6.50% Senior Notes due 2006 of the Company (hereinafter called
      the
“6.50%
      Notes”),
      issued under
      the Original Indenture, which 6.50% Notes are limited in aggregate principal
      amount to $109,500,000.

     

    Except
      as provided
      in Sections 1006 and 1007 of the Original Indenture, neither the Indenture
      nor
      the 6.50% Notes limit or otherwise restrict the amount of indebtedness which
      may
      be incurred or other securities which may be issued by the Company. The 6.50%
      Notes issued under the Indenture are direct, unsecured obligations of the
      Company and will mature on May 15, 2006. The 6.50% Notes rank on parity with
      all
      other unsecured, unsubordinated indebtedness of the Company.

     

    The
      6.50% Notes
      will bear interest as set forth on the face hereof.

     

    The
      6.50% Notes are
      not redeemable prior to their Stated Maturity.

     

    The
      6.50% Notes are
      not entitled to any sinking fund.

     

    If
      an Event of
      Default with respect to the 6.50% Notes shall occur and be continuing, the
      principal of the 6.50% Notes may be declared due and payable in the manner
      and
      with the effect provided in the Indenture.

     

    The
      Indenture
      permits, with certain exceptions as therein provided, the amendment thereof
      and
      the modification of the rights and obligations of the Company and the rights
      of
      the Holders of the Securities of each series to be affected under the Indenture
      at any time by the Company and the Trustee with the consent of the Holders
      of a
      majority in aggregate principal amount of the Outstanding Securities of all
      series to be affected (voting as one class). The Indenture also contains
      provisions permitting the Holders of a majority in aggregate principal amount
      of
      the Outstanding Securities of all affected series (voting as one class), on
      behalf of the Holders of all Securities of such series, to waive compliance
      by
      the Company with certain provisions of the Indenture. The Indenture permits,
      with certain exceptions as therein provided, the Holders of a majority in
      aggregate principal amount of Securities of any series then Outstanding to
      waive
      past defaults under the Indenture with respect to such series and their
      consequences. Any such consent or waiver by the Holder of this 6.50% Note shall
      be conclusive and binding upon such Holder and upon all future Holders of this
      6.50% Note 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 6.50% Note.

     

    As
      provided in and
      subject to the provisions of the Indenture, the Holder of this 6.50% Note shall
      not have the right to institute any proceeding with respect to the Indenture
      or
      for the appointment of a receiver or trustee or for any other remedy thereunder,
      unless such Holder shall have previously given the Trustee written notice of
      a
      continuing Event of Default with respect to the Securities of this series,
      the
      Holders of not less than 25% in principal amount of the Securities of this
      series at the time Outstanding shall have made written request to the Trustee
      to
      institute proceedings in respect of such Event of Default as Trustee and offered
      the Trustee reasonable indemnity and the Trustee shall not have received from
      the Holders of a majority in principal amount of the Securities of this series
      at the time Outstanding a direction inconsistent with such request, and shall
      have failed to institute any such proceeding, for 60 days after receipt of
      such
      notice, request and offer of indemnity. The foregoing shall not apply to any
      suit instituted by the Holder of this 6.50% Note for the enforcement of any
      payment of principal hereof or interest hereon on or after the respective due
      dates expressed herein.

     

    No
      reference herein
      to the Indenture and no provision of this 6.50% Note or of the Indenture shall
      alter or impair the obligation of the Company, which are absolute and
      unconditional, to pay the principal of, and premium, if any, and interest on
      this 6.50% Note at the times, place(s) and rates, and in the coin or currency,
      herein prescribed.

     

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

     

    As
      provided in the
      Indenture and subject to certain limitations therein set forth, the transfer
      of
      this 6.50% Note is registrable in the Security Register, upon surrender of
      this
      6.50% Note for registration of transfer at the office or agency of the Company
      in the Borough of Manhattan, The City of New York, or at such other offices
      or
      agencies as the Company may designate, duly endorsed by, or accompanied by
      a
      written instrument of transfer in form satisfactory to the Company and the
      Security Registrar duly executed by, the Holder hereof or his attorney duly
      authorized in writing, and thereupon one or more new Securities of this series
      and of like tenor, of authorized denominations and for a like aggregate
      principal amount, will be issued to the designated transferee or
      transferees.

     

    The
      6.50% Notes are
      issuable only in registered forms without coupons, in minimum denominations
      of
      $1,000 or any integral multiple thereof. As provided in the Indenture and
      subject to certain limitations therein set forth, the Securities of this series
      are exchangeable for a like aggregate principal amount of Securities of this
      series and of like tenor of a different authorized denomination, as requested
      by
      the Holder surrendering the same.

     

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

     

    Prior
      to due
      presentment of this 6.50% Note for registration of transfer, the Company, the
      Trustee and any agent of the Company or the Trustee may treat the Person in
      whose name this 6.50% Note is registered as the owner hereof for all purposes,
      whether or not this 6.50% Note be overdue, and neither the Company, the Trustee
      nor any such agent shall be affected by notice to the contrary.

     

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

     

    THIS
      6.50% NOTE
      SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
      OF
      NEW YORK.

     

    Except
      as otherwise
      expressly provided herein, all terms used in this 6.50% Note but not otherwise
      defined herein shall have the meanings assigned to them in the
      Indenture.

     

    [If
      a
      Transfer Restricted Security, insert—The
      Holder of this
      6.50% Note is entitled to the benefits of the Registration Rights Agreement,
      dated as of December 28, 2005 (the “Registration
      Rights Agreement”),
      by and among
      the Company and the Dealer Managers named therein, and such Holders shall also
      have certain obligations to indemnify the Company under certain circumstances,
      all as more fully set forth in the Registration Rights Agreement.]

     

    


    
      
        
          Exhibit
            A-10
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSIGNMENT
      FORM

     

    FOR
      VALUE RECEIVED,
      the undersigned hereby sell(s), assign(s) and transfer(s) unto
      _____________________________________ (Please Print or Typewrite Name and
      Address of Assignee) the within instrument of EL PASO CORPORATION and does
      hereby irrevocably constitute and appoint ________________________ Attorney
      to
      transfer said instrument on the books of the within-named Company, with full
      power of substitution in the premises.

     

    Please
      Insert
      Social Security or 

     

    Other
      Identifying
      Number of Assignee: 

     

     

     

    Dated:
             

     

    (Signature)
      

     

    


     

    Signature
      Guarantee:
      ____________________________________________________________________________

    (Participant
      in a Recognized
      Signature

    Guaranty
      Medallion
      Program)

     

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

     

    


     

    


    
      
        
          Exhibit
            A-10
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXCHANGE/TRANSFER
      CERTIFICATE

     

    Re: 6.50%
      Senior Notes
      due 2006 of El Paso Corporation (the “6.50%
      Notes”).

     

    This
      Exchange/Transfer Certificate relates to $____ principal amount of 6.50% Notes
      held by _____________________ (the “Transferor”).

     

    The
      Transferor has
      requested the Security Registrar by written order to exchange or register the
      transfer of a 6.50% Note or 6.50% Notes.

     

    In
      connection with
      such request and in respect of each such 6.50% Note, the Transferor does hereby
      certify that the Transferor is familiar with the Indenture relating to the
      above-captioned 6.50% Notes and that the transfer of this 6.50% Note does not
      require registration under the Securities Act (as defined below)
      because:**

     

    ‪□ Such
      6.50% Note is
      being acquired for the Transferor’s own account without transfer.

     

    ‪□ Such
      6.50% Note is
      being transferred (i) to a “qualified institutional buyer” (as defined in Rule
      144A under the Securities Act of 1933, as amended (the “Securities
      Act”)),
      in accordance
      with Rule 144A under the Securities Act or (ii) pursuant to an exemption from
      registration in accordance with Rule 904 of Regulation S under the Securities
      Act (and in the case of clause (ii), based upon an opinion of counsel if the
      Company or the Trustee so requests, together with a certification in
      substantially the form of the Regulation S Certificate included in such 6.50%
      Note).

     

    ‪□ Such
      6.50% Note is
      being transferred (i) pursuant to an exemption from registration in accordance
      with Rule 144 under the Securities Act (and based upon an opinion of counsel
      if
      the Company or the Trustee so requests) or (ii) pursuant to an effective
      registration statement under the Securities Act.

     

    ‪□ Such
      6.50% Note is
      being transferred in reliance on and in compliance with another exemption from
      the registration requirements of the Securities Act (and based upon an opinion
      of counsel if the Company or the Trustee so requests).

     

    [INSERT
      NAME OF
      TRANSFEROR]

    


    By:


    Name:

    Title:

    Address:

    


    Date:
 

    


    **Check
      appropriate
      box.

     

    


    
      
        
          Exhibit
            A-10
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    REGULATION
      S CERTIFICATE

    


    _________________,
      _____

    


    HSBC
      BANK USA,
      NATIONAL ASSOCIATION, as Security Registrar

    452
      Fifth
      Avenue

    New
      York, New York
      10018

     

    Attention:
      Corporate Trust and Loan Agency

     

    Ladies
      and
      Gentlemen:

     

    In
      connection with
      our proposed sale of $_______________ principal amount of 6.50% Senior Notes
      due
      2006 (the “6.50%
      Notes”)
      of El Paso
      Corporation (the “Company”),
      we confirm that
      such sale has been effected pursuant to and in accordance with Regulation S
      under the United States Securities Act of 1933, as amended (the “Securities
      Act”),
      and,
      accordingly, we represent that:

     

    
      	 	
              (i)

            	the offer of the 6.50% Notes was
              not
              made to a person in the United States of
              America;


    

     

    
      	 	
              (ii)

            	
              at
                the time
                the buy order was originated, the transferee was outside the United
                States
                of America or we and any person acting on our behalf reasonably believed
                that the transferee was outside the United States of
                America;

            


    

     

    
      	 	
              (iii)

            	
              no
                directed
                selling efforts have been made by us in contravention of Rule 903
                or Rule
                904 of Regulation S under the Securities Act, as
                applicable;

            


    

     

    
      	 	
              (iv)

            	
              the
                transaction is not part of a plan or scheme to evade the registration
                requirements of the Securities Act;
                and

            


    

     

    
      	 	
              (v)

            	
              if
                the
                proposed transfer is being made prior to the expiration of the 40-day
                distribution compliance period as set forth in Regulation S, the
                transfer
                is not being made to, or for the benefit or account of, a U.S. Person
                (other than a distributor).

            


    

     

    You,
      the Trustee
      and the Company are entitled to rely upon this Regulation S Certificate and
      you
      are irrevocably authorized to produce this Regulation S Certificate or a copy
      hereof to any interested party in any administrative or legal proceedings or
      official inquiry with respect to the matters covered hereby. Terms used but
      not
      defined in this Regulation S Certificate have the meanings set forth in
      Regulation S under the Securities Act.

     

    Very
      truly
      yours,

    


    


    [Name]

    


    By:


    Name:

    Title:

    Address:

    


     

    


    
      
        
          Exhibit
            A-10
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    [If
      a Global
      Security, insert as a separate page—

     

    SCHEDULE
      OF
      INCREASES OR DECREASES

     

    IN
      GLOBAL
      SECURITY

     

    The
      following
      increases or decreases in this Global Security have been made:

     

    
      	
               

               

               

               

               

               

               

               

              Date
                of Exchange

               

            	
              Amount
                of Decrease in Principal Amount of this Global
                Security

               

            	
              Amount
                of Increase in Principal Amount of this 

               

              Global
                Security

               

            	
              Principal
                Amount of this Global Security following such decrease
                

               

              (or
                increase)

               

            	
               

               

              Signature
                of authorized signatory of Trustee or Depositary]

               

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


     

    


     

    


     

    


    
      
        
          
            Exhibit
              A-10
              

             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


             

          

        

      

    

    



    EXHIBIT
      A-11

     

    [FORM
      OF
      FACE OF 6.70% SENIOR NOTE DUE 2027]

     

    [If
      a
      Global Security, insert—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.]

     

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

     

    [If
      a
      Transfer Restricted Security, insert—THIS SECURITY HAS NOT BEEN REGISTERED UNDER
      THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND,
      ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN
      THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT
      AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A
      BENEFICIAL INTEREST HEREIN, THE HOLDER:

     

    (1) REPRESENTS
      THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER
      THE SECURITIES ACT) (A “QIB”) OR (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING
      THIS SECURITY FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING
      THIS
      SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
      SECURITIES ACT,

     

    (2) AGREES
      THAT
      IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) (TAKING INTO
      ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE)
      UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS
      SECURITY, RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER
      OR
      ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES
      IS A
      QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE
      WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN
      OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT,
      (D)
      PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
      SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS, AND

     

    (3) AGREES
      THAT
      IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN
      IS
      TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (2)(D) OR (2)(E) ABOVE)
      A
      NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

     

    IN
      CONNECTION WITH ANY TRANSFER OF THIS SECURITY OR ANY INTEREST HEREIN WITHIN
      THE
      TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET
      FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT
      THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS “OFFSHORE
      TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM
      BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT.]

     

    
      	
              CUSIP
                No. ___________

            	 
	
              ISIN
                No. ___________

            	 
	
              No.:  ___________

            	
              $_____________

            


    

    


     

    EL
      PASO
      CORPORATION

     

    6.70%
      Senior Note due 2027

     

    El
      Paso
      Corporation, a corporation duly organized and existing under the laws of
      Delaware (the “Company,”
which
      term
      includes any successor corporation under the Indenture hereinafter referred
      to),
      for value received, hereby promises to pay to
      [_________________________________] [if
      a Global
      Security, insert - Cede
&
Co.,
      as
      nominee for The Depository Trust Company] or its registered assigns, the
      principal sum of _______________________ United States Dollars [if
      a Global
      Security, insert - ,
      or such other
      principal amount as shall be set forth in the Schedule of Increases or Decreases
      attached hereto,] at the office of the Company designated for such purpose
      in
      The City of New York, on February 15, 2027 in such coin or currency of the
      United States of America as at the time of payment shall be legal tender for
      the
      payment of public and private debts, and to pay interest thereon semi-annually
      in arrears on each February 15 and August 15 of each year (each such date,
      an
“Interest
      Payment
      Date”),
      commencing on
      February 15, 2006, at the rate of 6.70% per annum from, and including, August
      15, 2005 (or from and including the next most recent date to which interest
      has
      been paid or duly provided for) to, but excluding, the date on which the
      principal hereof has been paid or made available for payment.

     

    The
      amount of
      interest so payable for any period shall be computed on the basis of a 360-day
      year of twelve 30-day months. In the event that any Interest Payment Date is
      not
      a Business Day, then payment of the interest or principal payable on such date
      will be made on the next succeeding day which is a Business Day and no interest
      shall accrue in respect of the amounts which payment is so delayed for the
      period from and after such Interest Payment Date, except that, if such Business
      Day is in the next succeeding calendar year, such payment shall be made on
      the
      immediately preceding Business Day, in each case with the same force and effect
      as if made on such date.

     

    Payments
      of the
      principal of and interest on the 6.70% Senior Notes due 2027 (hereinafter called
      the “6.70%
      Notes”)
      shall be made at
      the office of the Company designated for such purpose in The City of New York;
      provided that, unless this 6.70% Note is a 6.70% Note issued in global form
      (“Global
      Security”),
      interest may be
      paid, at the option of the Company, (i) by check mailed to the address of the
      Person entitled thereto as such address shall appear in the Security Register
      or
      (ii) by wire transfer at such place and to such account at a banking institution
      in the United States as may be designated in writing to the Trustee at least
      five Business Days prior to the date for payment by the Person entitled thereto.
      The interest so payable, and punctually paid or duly provided for, on any
      Interest Payment Date, as provided in the Indenture, as hereinafter defined,
      shall be paid to the Person in whose name this 6.70% Note (or one or more
      Predecessor Securities) shall have been registered at the close of business
      on
      the Regular Record Date with respect to such Interest Payment Date, provided
      that interest payable on the Stated Maturity shall be paid to the Person to
      whom
      principal is paid. Any such interest not so punctually paid or duly provided
      for
      shall forthwith cease to be payable to the Holder on such Regular Record Date
      and shall be paid as provided in said Indenture.

     

    Reference
      is hereby
      made to the further provisions of this 6.70% Note set forth herein, 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 herein by manual signature, this 6.70% Note shall not be entitled to any
      benefit under the Indenture or be valid or obligatory for any
      purpose.

     

    (Signature
      Page
      Follows)

     

    


    
      
        
          Exhibit
            A-11
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, EL PASO CORPORATION
      has caused this
      instrument to be executed in its corporate name by the signature of its duly
      authorized officer.

     

    EL
      PASO
      CORPORATION

     

    


     

    By:      

     

    Name:      

     

    Title:      

     

    


     

    DATED:
     

     

    


    
      
        
          Exhibit
            A-11
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is one of the
      6.70% Senior Notes due 2027 referred to in the within-mentioned
      Indenture.

     

    HSBC
      BANK USA,
      NATIONAL ASSOCIATION

     

    as
      Trustee

     

    


     

    By:       

     

    Authorized
      Signatory

     

    


     

    


    
      
        
          Exhibit
            A-11
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    [REVERSE
      OF
      6.70%
      SENIOR
      NOTE DUE 2027]

     

    EL
      PASO
      CORPORATION

     

    6.70%
      Senior Note due 2027

     

    This
      note is one of
      a duly authorized issue of securities of the Company (the “Securities”),
      issued and to
      be issued in one or more series under an Indenture, dated as of May 10, 1999
      (the “Original
      Indenture”),
      as previously
      supplemented and as further supplemented by a Tenth Supplemental indenture,
      dated as of December 28, 2005 (the “Supplemental
      Indenture,”
and
      the Original
      Indenture, as so supplemented, the “Indenture”),
      between the
      Company and HSBC Bank USA, National Association, a national banking association,
      as successor-in-interest to JPMorgan Chase Bank (formerly The Chase Manhattan
      Bank), as trustee (the “Trustee,”
which
      term
      includes any successor trustee under the Indenture), and reference is hereby
      made to the Indenture for a statement of the respective rights, limitations
      of
      rights, duties and immunities thereunder of the Company, the Trustee and the
      Holders and of the terms upon which the Securities are, and are to be,
      authenticated and delivered. This note is one of the notes in a series
      designated as 6.70% Senior Notes due 2027 of the Company (hereinafter called
      the
“6.70%
      Notes”),
      issued under
      the Original Indenture, which 6.70% Notes are limited in aggregate principal
      amount to $200,000,000.

     

    Except
      as provided
      in Sections 1006 and 1007 of the Original Indenture, neither the Indenture
      nor
      the 6.70% Notes limit or otherwise restrict the amount of indebtedness which
      may
      be incurred or other securities which may be issued by the Company. The 6.70%
      Notes issued under the Indenture are direct, unsecured obligations of the
      Company and will mature on February 15, 2027. The 6.70% Notes rank on parity
      with all other unsecured, unsubordinated indebtedness of the
      Company.

     

    The
      6.70% Notes
      will bear interest as set forth on the face hereof.

     

    The
      6.70% Notes are
      not redeemable at the Company’s option prior to their Stated Maturity. On
      February 15, 2007, or if such date is not a Business Day, then the next
      succeeding Business Day (the “Redemption
      Date”),
      each Holder of
      6.70% Notes will have the right (the “Redemption
      Right”)
      to require the
      Company to redeem all or any part (equal to $1,000 in principal amount or an
      integral multiple thereof) of such Holder’s 6.70% Notes, in accordance with the
      provisions set forth herein, for cash at a purchase price equal to 100% of
      the
      aggregate principal amount thereof (the “Redemption
      Price”),
      plus accrued
      and unpaid interest, if any, thereon to the Redemption Date.

     

    On
      or prior to
      November 30, 2006, the Company shall send, by first class mail, postage prepaid,
      a notice of the Redemption Right to each Holder of 6.70% Notes at its address
      appearing in the Security Register, with a copy to the Trustee,
      stating:

     

    
      	 	
              (a)

            	
              that
                such
                Holder has the Redemption Right;

            


    

     

    
      	 	
              (b)

            	
              the
                Redemption Date;

            


    

     

    
      	 	
              (c)

            	
              the
                Redemption Price (including the amount of any accrued and unpaid
                interest);

            


    

     

    
      	 	
              (d)

            	
              that
                any
                6.70% Note not submitted for redemption will continue to accrue
                interest;

            


    

     

    
      	 	
              (e)

            	
              that
                on the
                Redemption Date the Redemption Price shall become due and payable
                upon
                each 6.70% Note submitted for redemption pursuant to the Redemption
                Right
                and that, unless the Company defaults in paying the Redemption Price
                therefor, any 6.70% Note submitted for redemption pursuant to the
                Redemption Right shall cease to accrue interest after the Redemption
                Date;

            


    

     

    
      	 	
              (f)

            	
              that
                any
                Holder electing to have a 6.70% Note redeemed pursuant to the Redemption
                Right will be required to surrender the 6.70% Note, or transfer the
                6.70%
                Note by book-entry, with the form entitled “Option of Holder to Elect
                Redemption on February 15, 2007” on the reverse side of such 6.70% Note,
                duly completed, to the Trustee during the period from December 15,
                2006
                and prior to 5:00 p.m. (New York City time) on January 15, 2007 (or
                if
                such date is not a Business Day, then the next succeeding Business
                Day) at
                the address specified in such
                notice;

            


    

     

    
      	 	
              (g)

            	
              that
                any
                election on the part of a Holder to exercise the Redemption Right
                effected
                in accordance herewith shall be irrevocable on the part of the Holder
                and
                may not be withdrawn; and

            


    

     

    
      	 	
              (h)

            	
              that
                Holders
                whose 6.70% Notes are being redeemed only in part will be issued
                a new
                6.70% Note or 6.70% Notes equal in principal amount to the unredeemed
                portion of the 6.70% Notes surrendered (which unredeemed portion
                must be
                equal to $1,000 in principal amount or an integral multiple
                thereof).

            


    

     

    On
      or prior to the
      Redemption Date, the Company shall deposit with the Trustee or with the Paying
      Agent (or, if the Company is acting as its own Paying Agent, segregate and
      hold
      in trust as provided in Section 1003 of the Indenture) an amount of cash
      sufficient to pay the Redemption Price of, and (except if the Redemption Date
      shall be an Interest Payment Date) any accrued and unpaid interest on, all
      6.70%
      Notes or portions thereof which are to be redeemed on that date.

     

    The
      6.70% Notes to
      be redeemed shall, on the Redemption Date, become due and payable at the
      Redemption Price thereof and from and after such date (unless the Company shall
      default in the payment of the Redemption Price) such 6.70% Notes shall cease
      to
      bear interest. Upon submission of any 6.70% Note for redemption in accordance
      with the provisions hereof, such 6.70% Note shall be paid by the Company at
      the
      Redemption Price, plus accrued and unpaid interest, if any, to the Redemption
      Date; provided,
however,
      that installments
      of interest whose Stated Maturity is on or prior to the Redemption Date shall
      be
      payable to the Holders of such 6.70% Notes registered as such on the relevant
      Record Date according to the terms and provisions hereof and Section 307 of
      the
      Indenture.

     

    If
      any 6.70% Note
      is to be redeemed in part, the Company shall execute and the Trustee, upon
      Company Order, shall authenticate and deliver to the Holder of such 6.70% Note,
      without service charge, a new 6.70% Note or 6.70% Notes equal in principal
      amount to the unredeemed portion of the 6.70% Note surrendered (which unredeemed
      portion must be equal to $1,000 in principal amount or an integral multiple
      thereof).

     

    The
      Company shall
      comply with the requirements of Rule 14e-1 under the Securities Exchange Act
      of
      1934, as amended, and any other securities laws and regulations thereunder
      to
      the extent such laws and regulations are applicable to the redemption of the
      6.70% Notes pursuant to the Redemption Right. To the extent that the provisions
      of any such rule conflict with the provisions hereof relating to the Redemption
      Right, the Company shall comply with the provisions of such rule and be deemed
      not to have breached its obligations relating to the Redemption Right by virtue
      thereof.

     

    All
      questions
      regarding the validity, form, eligibility (including time of receipt) and
      acceptance of any 6.70% Notes for redemption will be determined by the Company,
      and its determination will be final and binding.

     

    The
      6.70% Notes are
      not entitled to any sinking fund.

     

    If
      an Event of
      Default with respect to the 6.70% Notes shall occur and be continuing, the
      principal of the 6.70% Notes may be declared due and payable in the manner
      and
      with the effect provided in the Indenture.

     

    The
      Indenture
      permits, with certain exceptions as therein provided, the amendment thereof
      and
      the modification of the rights and obligations of the Company and the rights
      of
      the Holders of the Securities of each series to be affected under the Indenture
      at any time by the Company and the Trustee with the consent of the Holders
      of a
      majority in aggregate principal amount of the Outstanding Securities of all
      series to be affected (voting as one class). The Indenture also contains
      provisions permitting the Holders of a majority in aggregate principal amount
      of
      the Outstanding Securities of all affected series (voting as one class), on
      behalf of the Holders of all Securities of such series, to waive compliance
      by
      the Company with certain provisions of the Indenture. The Indenture permits,
      with certain exceptions as therein provided, the Holders of a majority in
      aggregate principal amount of Securities of any series then Outstanding to
      waive
      past defaults under the Indenture with respect to such series and their
      consequences. Any such consent or waiver by the Holder of this 6.70% Note shall
      be conclusive and binding upon such Holder and upon all future Holders of this
      6.70% Note 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 6.70% Note.

     

    As
      provided in and
      subject to the provisions of the Indenture, the Holder of this 6.70% Note shall
      not have the right to institute any proceeding with respect to the Indenture
      or
      for the appointment of a receiver or trustee or for any other remedy thereunder,
      unless such Holder shall have previously given the Trustee written notice of
      a
      continuing Event of Default with respect to the Securities of this series,
      the
      Holders of not less than 25% in principal amount of the Securities of this
      series at the time Outstanding shall have made written request to the Trustee
      to
      institute proceedings in respect of such Event of Default as Trustee and offered
      the Trustee reasonable indemnity and the Trustee shall not have received from
      the Holders of a majority in principal amount of the Securities of this series
      at the time Outstanding a direction inconsistent with such request, and shall
      have failed to institute any such proceeding, for 60 days after receipt of
      such
      notice, request and offer of indemnity. The foregoing shall not apply to any
      suit instituted by the Holder of this 6.70% Note for the enforcement of any
      payment of principal hereof or interest hereon on or after the respective due
      dates expressed herein.

     

    No
      reference herein
      to the Indenture and no provision of this 6.70% Note or of the Indenture shall
      alter or impair the obligation of the Company, which are absolute and
      unconditional, to pay the principal of, and premium, if any, and interest on
      this 6.70% Note at the times, place(s) and rates, and in the coin or currency,
      herein prescribed.

     

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

     

    As
      provided in the
      Indenture and subject to certain limitations therein set forth, the transfer
      of
      this 6.70% Note is registrable in the Security Register, upon surrender of
      this
      6.70% Note for registration of transfer at the office or agency of the Company
      in the Borough of Manhattan, The City of New York, or at such other offices
      or
      agencies as the Company may designate, duly endorsed by, or accompanied by
      a
      written instrument of transfer in form satisfactory to the Company and the
      Security Registrar duly executed by, the Holder hereof or his attorney duly
      authorized in writing, and thereupon one or more new Securities of this series
      and of like tenor, of authorized denominations and for a like aggregate
      principal amount, will be issued to the designated transferee or
      transferees.

     

    The
      6.70% Notes are
      issuable only in registered forms without coupons, in minimum denominations
      of
      $1,000 or any integral multiple thereof. As provided in the Indenture and
      subject to certain limitations therein set forth, the Securities of this series
      are exchangeable for a like aggregate principal amount of Securities of this
      series and of like tenor of a different authorized denomination, as requested
      by
      the Holder surrendering the same.

     

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

     

    Prior
      to due
      presentment of this 6.70% Note for registration of transfer, the Company, the
      Trustee and any agent of the Company or the Trustee may treat the Person in
      whose name this 6.70% Note is registered as the owner hereof for all purposes,
      whether or not this 6.70% Note be overdue, and neither the Company, the Trustee
      nor any such agent shall be affected by notice to the contrary.

     

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

     

    THIS
      6.70% NOTE
      SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
      OF
      NEW YORK.

     

    Except
      as otherwise
      expressly provided herein, all terms used in this 6.70% Note but not otherwise
      defined herein shall have the meanings assigned to them in the
      Indenture.

     

    [If
      a
      Transfer Restricted Security, insert—The
      Holder of this
      6.70% Note is entitled to the benefits of the Registration Rights Agreement,
      dated as of December 28, 2005 (the “Registration
      Rights Agreement”),
      by and among
      the Company and the Dealer Managers named therein, and such Holders shall also
      have certain obligations to indemnify the Company under certain circumstances,
      all as more fully set forth in the Registration Rights Agreement.]

     

    


    
      
        
          Exhibit
            A-11
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSIGNMENT
      FORM

     

    FOR
      VALUE RECEIVED,
      the undersigned hereby sell(s), assign(s) and transfer(s) unto
      _____________________________________ (Please Print or Typewrite Name and
      Address of Assignee) the within instrument of EL PASO CORPORATION and does
      hereby irrevocably constitute and appoint ________________________ Attorney
      to
      transfer said instrument on the books of the within-named Company, with full
      power of substitution in the premises.

     

    Please
      Insert
      Social Security or 

     

    Other
      Identifying
      Number of Assignee: 

     

     

     

    Dated:
             

     

    (Signature)
      

     

    


     

    Signature
      Guarantee:
      ____________________________________________________________________________

    (Participant
      in a Recognized
      Signature

    Guaranty
      Medallion
      Program)

     

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

     

    


     

    


    
      
        
          Exhibit
            A-11
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXCHANGE/TRANSFER
      CERTIFICATE

     

    Re: 6.70%
      Senior Notes
      due 2027 of El Paso Corporation (the “6.70%
      Notes”).

     

    This
      Exchange/Transfer Certificate relates to $____ principal amount of 6.70% Notes
      held by _____________________ (the “Transferor”).

     

    The
      Transferor has
      requested the Security Registrar by written order to exchange or register the
      transfer of a 6.70% Note or 6.70% Notes.

     

    In
      connection with
      such request and in respect of each such 6.70% Note, the Transferor does hereby
      certify that the Transferor is familiar with the Indenture relating to the
      above-captioned 6.70% Notes and that the transfer of this 6.70% Note does not
      require registration under the Securities Act (as defined below)
      because:**

     

    ‪□ Such
      6.70% Note is
      being acquired for the Transferor’s own account without transfer.

     

    ‪□ Such
      6.70% Note is
      being transferred (i) to a “qualified institutional buyer” (as defined in Rule
      144A under the Securities Act of 1933, as amended (the “Securities
      Act”)),
      in accordance
      with Rule 144A under the Securities Act or (ii) pursuant to an exemption from
      registration in accordance with Rule 904 of Regulation S under the Securities
      Act (and in the case of clause (ii), based upon an opinion of counsel if the
      Company or the Trustee so requests, together with a certification in
      substantially the form of the Regulation S Certificate included in such 6.70%
      Note).

     

    ‪□ Such
      6.70% Note is
      being transferred (i) pursuant to an exemption from registration in accordance
      with Rule 144 under the Securities Act (and based upon an opinion of counsel
      if
      the Company or the Trustee so requests) or (ii) pursuant to an effective
      registration statement under the Securities Act.

     

    ‪□ Such
      6.70% Note is
      being transferred in reliance on and in compliance with another exemption from
      the registration requirements of the Securities Act (and based upon an opinion
      of counsel if the Company or the Trustee so requests).

     

    [INSERT
      NAME OF
      TRANSFEROR]

    


    By:


    Name:

    Title:

    Address:

    


    Date:
 

    


    **Check
      appropriate
      box.

     

    


    
      
        
          Exhibit
            A-11
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    REGULATION
      S CERTIFICATE

    


    _________________,
      _____

    


    HSBC
      BANK USA,
      NATIONAL ASSOCIATION, as Security Registrar

    452
      Fifth
      Avenue

    New
      York, New York
      10018

     

    Attention:
      Corporate Trust and Loan Agency

     

    Ladies
      and
      Gentlemen:

     

    In
      connection with
      our proposed sale of $_______________ principal amount of 6.70% Senior Notes
      due
      2027 (the “6.70%
      Notes”)
      of El Paso
      Corporation (the “Company”),
      we confirm that
      such sale has been effected pursuant to and in accordance with Regulation S
      under the United States Securities Act of 1933, as amended (the “Securities
      Act”),
      and,
      accordingly, we represent that:

     

    
      	 	
              (i)

            	the offer of the 6.70% Notes was
              not
              made to a person in the United States of
              America;


    

     

    
      	 	
              (ii)

            	
              at
                the time
                the buy order was originated, the transferee was outside the United
                States
                of America or we and any person acting on our behalf reasonably believed
                that the transferee was outside the United States of
                America;

            


    

     

    
      	 	
              (iii)

            	
              no
                directed
                selling efforts have been made by us in contravention of Rule 903
                or Rule
                904 of Regulation S under the Securities Act, as
                applicable;

            


    

     

    
      	 	
              (iv)

            	
              the
                transaction is not part of a plan or scheme to evade the registration
                requirements of the Securities Act;
                and

            


    

     

    
      	 	
              (v)

            	
              if
                the
                proposed transfer is being made prior to the expiration of the 40-day
                distribution compliance period as set forth in Regulation S, the
                transfer
                is not being made to, or for the benefit or account of, a U.S. Person
                (other than a distributor).

            


    

     

    You,
      the Trustee
      and the Company are entitled to rely upon this Regulation S Certificate and
      you
      are irrevocably authorized to produce this Regulation S Certificate or a copy
      hereof to any interested party in any administrative or legal proceedings or
      official inquiry with respect to the matters covered hereby. Terms used but
      not
      defined in this Regulation S Certificate have the meanings set forth in
      Regulation S under the Securities Act.

     

    Very
      truly
      yours,

    


    


    [Name]

    


    By:


    Name:

    Title:

    Address:

    


     

    


    
      
        
          Exhibit
            A-11
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    OPTION
      OF
      HOLDER TO ELECT REDEMPTION ON FEBRUARY 15, 2007

     

    If
      you elect to
      have this 6.70% Note redeemed by the Company on February 15, 2007, check the
      following box: ‪□

     

    If
      you elect to
      have only part of this 6.70% Note redeemed by the Company on February 15, 2007,
      state the amount that you wish to have redeemed (multiples of $1,000
      only):

     

    $_____________________

     

    Dated:_________________  Signed:______________________________________________

     

    (Sign
      exactly as
      name appears on the other side of this 6.70% Note)

     

    Signature
      Guarantee:________________________________________________________________________

     

    


    
      
        
          Exhibit
            A-11
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    [If
      a Global
      Security, insert as a separate page—

     

    SCHEDULE
      OF
      INCREASES OR DECREASES

     

    IN
      GLOBAL
      SECURITY

     

    The
      following
      increases or decreases in this Global Security have been made:

     

    
      	
              Date
                of Exchange

            	
              Amount
                of Decrease in Principal Amount of this Global
                Security

            	
              Amount
                of Increase in Principal Amount of this 

              Global
                Security

            	
              Principal
                Amount of this Global Security following such decrease
                

              (or
                increase)

            	
              Signature
                of authorized signatory of Trustee or Depositary]

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


     

    


     

    


     

    


    
      
        
          
            Exhibit
              A-11
              

             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


             

          

        

      

    

    



    EXHIBIT
      A-12

     

    [FORM
      OF
      FACE OF 71⁄2% SENIOR NOTE DUE 2006]

     

    [If
      a
      Global Security, insert—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.]

     

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

     

    [If
      a
      Transfer Restricted Security, insert—THIS SECURITY HAS NOT BEEN REGISTERED UNDER
      THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND,
      ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN
      THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT
      AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A
      BENEFICIAL INTEREST HEREIN, THE HOLDER:

     

    (1) REPRESENTS
      THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER
      THE SECURITIES ACT) (A “QIB”) OR (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING
      THIS SECURITY FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING
      THIS
      SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
      SECURITIES ACT,

     

    (2) AGREES
      THAT
      IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) (TAKING INTO
      ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE)
      UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS
      SECURITY, RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER
      OR
      ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES
      IS A
      QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE
      WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN
      OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT,
      (D)
      PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
      SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS, AND

     

    (3) AGREES
      THAT
      IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN
      IS
      TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (2)(D) OR (2)(E) ABOVE)
      A
      NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

     

    IN
      CONNECTION WITH ANY TRANSFER OF THIS SECURITY OR ANY INTEREST HEREIN WITHIN
      THE
      TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET
      FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT
      THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS “OFFSHORE
      TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM
      BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT.]

     

    
      	
              CUSIP
                No. ___________

            	 
	
              ISIN
                No. ___________

            	 
	
              No.:  ___________

            	
              $_____________

            


    

    


     

    EL
      PASO
      CORPORATION

     

    71⁄2%
      Senior
      Note due 2006

     

    El
      Paso
      Corporation, a corporation duly organized and existing under the laws of
      Delaware (the “Company,”
which
      term
      includes any successor corporation under the Indenture hereinafter referred
      to),
      for value received, hereby promises to pay to
      [_________________________________] [if
      a Global
      Security, insert - Cede
&
Co.,
      as
      nominee for The Depository Trust Company] or its registered assigns, the
      principal sum of _______________________ United States Dollars [if
      a Global
      Security, insert - ,
      or such other
      principal amount as shall be set forth in the Schedule of Increases or Decreases
      attached hereto,] at the office of the Company designated for such purpose
      in
      The City of New York, on August 15, 2006 in such coin or currency of the United
      States of America as at the time of payment shall be legal tender for the
      payment of public and private debts, and to pay interest thereon semi-annually
      in arrears on each February 15 and August 15 of each year (each such date,
      an
“Interest
      Payment
      Date”),
      commencing on
      February 15, 2006, at the rate of 71⁄2% per annum from, and including, August 15,
      2005 (or from and including the next most recent date to which interest has
      been
      paid or duly provided for) to, but excluding, the date on which the principal
      hereof has been paid or made available for payment.

     

    The
      amount of
      interest so payable for any period shall be computed on the basis of a 360-day
      year of twelve 30-day months. In the event that any Interest Payment Date is
      not
      a Business Day, then payment of the interest or principal payable on such date
      will be made on the next succeeding day which is a Business Day and no interest
      shall accrue in respect of the amounts which payment is so delayed for the
      period from and after such Interest Payment Date, except that, if such Business
      Day is in the next succeeding calendar year, such payment shall be made on
      the
      immediately preceding Business Day, in each case with the same force and effect
      as if made on such date.

     

    Payments
      of the
      principal of and interest on the 71⁄2% Senior Notes due 2006 (hereinafter called
      the “71⁄2%
      Notes”)
      shall be made at
      the office of the Company designated for such purpose in The City of New York;
      provided that, unless this 71⁄2% Note is a 71⁄2% Note issued in global form
      (“Global
      Security”),
      interest may be
      paid, at the option of the Company, (i) by check mailed to the address of the
      Person entitled thereto as such address shall appear in the Security Register
      or
      (ii) by wire transfer at such place and to such account at a banking institution
      in the United States as may be designated in writing to the Trustee at least
      five Business Days prior to the date for payment by the Person entitled thereto.
      The interest so payable, and punctually paid or duly provided for, on any
      Interest Payment Date, as provided in the Indenture, as hereinafter defined,
      shall be paid to the Person in whose name this 71⁄2% Note (or one or more
      Predecessor Securities) shall have been registered at the close of business
      on
      the Regular Record Date with respect to such Interest Payment Date, provided
      that interest payable on the Stated Maturity shall be paid to the Person to
      whom
      principal is paid. Any such interest not so punctually paid or duly provided
      for
      shall forthwith cease to be payable to the Holder on such Regular Record Date
      and shall be paid as provided in said Indenture.

     

    Reference
      is hereby
      made to the further provisions of this 71⁄2% Note set forth herein, 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 herein by manual signature, this 71⁄2% Note shall not be entitled to any
      benefit under the Indenture or be valid or obligatory for any
      purpose.

     

    (Signature
      Page
      Follows)

     

    


    
      
        
          Exhibit
            A-12
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, EL PASO CORPORATION
      has caused this
      instrument to be executed in its corporate name by the signature of its duly
      authorized officer.

     

    EL
      PASO
      CORPORATION

     

    


     

    By:      

     

    Name:      

     

    Title:      

     

    


     

    DATED:
     

     

    


    
      
        
          Exhibit
            A-12
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is one of the
      71⁄2% Senior Notes due 2006 referred to in the within-mentioned
      Indenture.

     

    HSBC
      BANK USA,
      NATIONAL ASSOCIATION

     

    as
      Trustee

     

    


     

    By:       

     

    Authorized
      Signatory

     

    


     

    


    
      
        
          Exhibit
            A-12
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    [REVERSE
      OF
      71⁄2%
      SENIOR
      NOTE DUE 2006]

     

    EL
      PASO
      CORPORATION

     

    71⁄2%
      Senior
      Note due 2006

     

    This
      note is one of
      a duly authorized issue of securities of the Company (the “Securities”),
      issued and to
      be issued in one or more series under an Indenture, dated as of May 10, 1999
      (the “Original
      Indenture”),
      as previously
      supplemented and as further supplemented by a Tenth Supplemental indenture,
      dated as of December 28, 2005 (the “Supplemental
      Indenture,”
and
      the Original
      Indenture, as so supplemented, the “Indenture”),
      between the
      Company and HSBC Bank USA, National Association, a national banking association,
      as successor-in-interest to JPMorgan Chase Bank (formerly The Chase Manhattan
      Bank), as trustee (the “Trustee,”
which
      term
      includes any successor trustee under the Indenture), and reference is hereby
      made to the Indenture for a statement of the respective rights, limitations
      of
      rights, duties and immunities thereunder of the Company, the Trustee and the
      Holders and of the terms upon which the Securities are, and are to be,
      authenticated and delivered. This note is one of the notes in a series
      designated as 71⁄2% Senior Notes due 2006 of the Company (hereinafter called the
“71⁄2%
      Notes”),
      issued under
      the Original Indenture, which 71⁄2% Notes are limited in aggregate principal
      amount to $204,910,000.

     

    Except
      as provided
      in Sections 1006 and 1007 of the Original Indenture, neither the Indenture
      nor
      the 71⁄2% Notes limit or otherwise restrict the amount of indebtedness which may
      be incurred or other securities which may be issued by the Company. The 71⁄2%
      Notes issued under the Indenture are direct, unsecured obligations of the
      Company and will mature on August 15, 2006. The 71⁄2% Notes rank on parity with
      all other unsecured, unsubordinated indebtedness of the Company.

     

    The
      71⁄2% Notes will
      bear interest as set forth on the face hereof.

     

    The
      71⁄2% Notes are
      not redeemable prior to their Stated Maturity.

     

    The
      71⁄2% Notes are
      not entitled to any sinking fund.

     

    If
      an Event of
      Default with respect to the 71⁄2% Notes shall occur and be continuing, the
      principal of the 71⁄2% Notes may be declared due and payable in the manner and
      with the effect provided in the Indenture.

     

    The
      Indenture
      permits, with certain exceptions as therein provided, the amendment thereof
      and
      the modification of the rights and obligations of the Company and the rights
      of
      the Holders of the Securities of each series to be affected under the Indenture
      at any time by the Company and the Trustee with the consent of the Holders
      of a
      majority in aggregate principal amount of the Outstanding Securities of all
      series to be affected (voting as one class). The Indenture also contains
      provisions permitting the Holders of a majority in aggregate principal amount
      of
      the Outstanding Securities of all affected series (voting as one class), on
      behalf of the Holders of all Securities of such series, to waive compliance
      by
      the Company with certain provisions of the Indenture. The Indenture permits,
      with certain exceptions as therein provided, the Holders of a majority in
      aggregate principal amount of Securities of any series then Outstanding to
      waive
      past defaults under the Indenture with respect to such series and their
      consequences. Any such consent or waiver by the Holder of this 71⁄2% Note shall be
      conclusive and binding upon such Holder and upon all future Holders of this
      71⁄2%
      Note 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 71⁄2% Note.

     

    As
      provided in and
      subject to the provisions of the Indenture, the Holder of this 71⁄2% Note shall
      not have the right to institute any proceeding with respect to the Indenture
      or
      for the appointment of a receiver or trustee or for any other remedy thereunder,
      unless such Holder shall have previously given the Trustee written notice of
      a
      continuing Event of Default with respect to the Securities of this series,
      the
      Holders of not less than 25% in principal amount of the Securities of this
      series at the time Outstanding shall have made written request to the Trustee
      to
      institute proceedings in respect of such Event of Default as Trustee and offered
      the Trustee reasonable indemnity and the Trustee shall not have received from
      the Holders of a majority in principal amount of the Securities of this series
      at the time Outstanding a direction inconsistent with such request, and shall
      have failed to institute any such proceeding, for 60 days after receipt of
      such
      notice, request and offer of indemnity. The foregoing shall not apply to any
      suit instituted by the Holder of this 71⁄2% Note for the enforcement of any
      payment of principal hereof or interest hereon on or after the respective due
      dates expressed herein.

     

    No
      reference herein
      to the Indenture and no provision of this 71⁄2% Note or of the Indenture shall
      alter or impair the obligation of the Company, which are absolute and
      unconditional, to pay the principal of, and premium, if any, and interest on
      this 71⁄2% Note at the times, place(s) and rates, and in the coin or currency,
      herein prescribed.

     

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

     

    As
      provided in the
      Indenture and subject to certain limitations therein set forth, the transfer
      of
      this 71⁄2% Note is registrable in the Security Register, upon surrender of this
      71⁄2% Note for registration of transfer at the office or agency of the Company
      in
      the Borough of Manhattan, The City of New York, or at such other offices or
      agencies as the Company may designate, duly endorsed by, or accompanied by
      a
      written instrument of transfer in form satisfactory to the Company and the
      Security Registrar duly executed by, the Holder hereof or his attorney duly
      authorized in writing, and thereupon one or more new Securities of this series
      and of like tenor, of authorized denominations and for a like aggregate
      principal amount, will be issued to the designated transferee or
      transferees.

     

    The
      71⁄2% Notes are
      issuable only in registered forms without coupons, in minimum denominations
      of
      $1,000 or any integral multiple thereof. As provided in the Indenture and
      subject to certain limitations therein set forth, the Securities of this series
      are exchangeable for a like aggregate principal amount of Securities of this
      series and of like tenor of a different authorized denomination, as requested
      by
      the Holder surrendering the same.

     

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

     

    Prior
      to due
      presentment of this 71⁄2% Note for registration of transfer, the Company, the
      Trustee and any agent of the Company or the Trustee may treat the Person in
      whose name this 71⁄2% Note is registered as the owner hereof for all purposes,
      whether or not this 71⁄2% Note be overdue, and neither the Company, the Trustee
      nor any such agent shall be affected by notice to the contrary.

     

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

     

    THIS
      71⁄2% NOTE SHALL
      BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
      NEW
      YORK.

     

    Except
      as otherwise
      expressly provided herein, all terms used in this 71⁄2% Note but not otherwise
      defined herein shall have the meanings assigned to them in the
      Indenture.

     

    [If
      a
      Transfer Restricted Security, insert—The
      Holder of this
      71⁄2% Note is entitled to the benefits of the Registration Rights Agreement, dated
      as of December 28, 2005 (the “Registration
      Rights Agreement”),
      by and among
      the Company and the Dealer Managers named therein, and such Holders shall also
      have certain obligations to indemnify the Company under certain circumstances,
      all as more fully set forth in the Registration Rights Agreement.]

     

    


    
      
        
          Exhibit
            A-12
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSIGNMENT
      FORM

     

    FOR
      VALUE RECEIVED,
      the undersigned hereby sell(s), assign(s) and transfer(s) unto
      _____________________________________ (Please Print or Typewrite Name and
      Address of Assignee) the within instrument of EL PASO CORPORATION and does
      hereby irrevocably constitute and appoint ________________________ Attorney
      to
      transfer said instrument on the books of the within-named Company, with full
      power of substitution in the premises.

     

    Please
      Insert
      Social Security or 

     

    Other
      Identifying
      Number of Assignee: 

     

     

     

    Dated:
             

     

    (Signature)
      

     

    


     

    Signature
      Guarantee:
      ____________________________________________________________________________

    (Participant
      in a Recognized
      Signature

    Guaranty
      Medallion
      Program)

     

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

     

    


     

    


    
      
        
          Exhibit
            A-12
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXCHANGE/TRANSFER
      CERTIFICATE

     

    Re: 71⁄2%
      Senior Notes
      due 2006 of El Paso Corporation (the “71⁄2%
      Notes”).

     

    This
      Exchange/Transfer Certificate relates to $____ principal amount of 71⁄2% Notes
      held by _____________________ (the “Transferor”).

     

    The
      Transferor has
      requested the Security Registrar by written order to exchange or register the
      transfer of a 71⁄2% Note or 71⁄2% Notes.

     

    In
      connection with
      such request and in respect of each such 71⁄2% Note, the Transferor does hereby
      certify that the Transferor is familiar with the Indenture relating to the
      above-captioned 71⁄2% Notes and that the transfer of this 71⁄2% Note does not
      require registration under the Securities Act (as defined below)
      because:**

     

    ‪□ Such
      71⁄2% Note is
      being acquired for the Transferor’s own account without transfer.

     

    ‪□ Such
      71⁄2% Note is
      being transferred (i) to a “qualified institutional buyer” (as defined in Rule
      144A under the Securities Act of 1933, as amended (the “Securities
      Act”)),
      in accordance
      with Rule 144A under the Securities Act or (ii) pursuant to an exemption from
      registration in accordance with Rule 904 of Regulation S under the Securities
      Act (and in the case of clause (ii), based upon an opinion of counsel if the
      Company or the Trustee so requests, together with a certification in
      substantially the form of the Regulation S Certificate included in such 71⁄2%
      Note).

     

    ‪□ Such
      71⁄2% Note is
      being transferred (i) pursuant to an exemption from registration in accordance
      with Rule 144 under the Securities Act (and based upon an opinion of counsel
      if
      the Company or the Trustee so requests) or (ii) pursuant to an effective
      registration statement under the Securities Act.

     

    ‪□ Such
      71⁄2% Note is
      being transferred in reliance on and in compliance with another exemption from
      the registration requirements of the Securities Act (and based upon an opinion
      of counsel if the Company or the Trustee so requests).

     

    [INSERT
      NAME OF
      TRANSFEROR]

    


    By:


    Name:

    Title:

    Address:

    


    Date:
 

    


    **Check
      appropriate
      box.

     

    


    
      
        
          Exhibit
            A-12
            

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    REGULATION
      S CERTIFICATE

    


    _________________,
      _____

    


    HSBC
      BANK USA,
      NATIONAL ASSOCIATION, as Security Registrar

    452
      Fifth
      Avenue

    New
      York, New York
      10018

     

    Attention:
      Corporate Trust and Loan Agency

     

    Ladies
      and
      Gentlemen:

     

    In
      connection with
      our proposed sale of $_______________ principal amount of 71⁄2% Senior Notes due
      2006 (the “71⁄2%
      Notes”)
      of El Paso
      Corporation (the “Company”),
      we confirm that
      such sale has been effected pursuant to and in accordance with Regulation S
      under the United States Securities Act of 1933, as amended (the “Securities
      Act”),
      and,
      accordingly, we represent that:

     

    
      	 	
              (i)

            	the offer of the 71⁄2% Notes was not
              made to a person in the United States of
              America;


    

     

    
      	 	
              (ii)

            	
              at
                the time
                the buy order was originated, the transferee was outside the United
                States
                of America or we and any person acting on our behalf reasonably believed
                that the transferee was outside the United States of
                America;

            


    

     

    
      	 	
              (iii)

            	
              no
                directed
                selling efforts have been made by us in contravention of Rule 903
                or Rule
                904 of Regulation S under the Securities Act, as
                applicable;

            


    

     

    
      	 	
              (iv)

            	
              the
                transaction is not part of a plan or scheme to evade the registration
                requirements of the Securities Act;
                and

            


    

     

    
      	 	
              (v)

            	
              if
                the
                proposed transfer is being made prior to the expiration of the 40-day
                distribution compliance period as set forth in Regulation S, the
                transfer
                is not being made to, or for the benefit or account of, a U.S. Person
                (other than a distributor).

            


    

     

    You,
      the Trustee
      and the Company are entitled to rely upon this Regulation S Certificate and
      you
      are irrevocably authorized to produce this Regulation S Certificate or a copy
      hereof to any interested party in any administrative or legal proceedings or
      official inquiry with respect to the matters covered hereby. Terms used but
      not
      defined in this Regulation S Certificate have the meanings set forth in
      Regulation S under the Securities Act.

     

    Very
      truly
      yours,

    


    


    [Name]

    


    By:


    Name:

    Title:

    Address:

    


     

    


    
      
        
          Exhibit
            A-12

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    [If
      a Global
      Security, insert as a separate page—

     

    SCHEDULE
      OF
      INCREASES OR DECREASES

     

    IN
      GLOBAL
      SECURITY

     

    The
      following
      increases or decreases in this Global Security have been made:

     

    
      	
              Date
                of Exchange

            	
              Amount
                of Decrease in Principal Amount of this Global
                Security

            	
              Amount
                of Increase in Principal Amount of this 

              Global
                Security

            	
              Principal
                Amount of this Global Security following such decrease
                

              (or
                increase)

            	
              Signature
                of authorized signatory of Trustee or Depositary]