PAA: Tested. Delivered. Positioned.

2009 Analyst Meeting

New York, NY
June 10, 2009
 2009 Analyst Meeting Agenda

Approximate
Timing Activity / Presentation Presenter

12:00pm - 1:00pm Registration / Lunch

1:00pm - 1:10pm Opening Remarks Roy Lamoreaux

1:10pm - 1:30pm PAA History, Business Model & Positioning for Greg Armstrong
Current Market Environment

1:30pm - 1:50pm Overview of PAA Business Activities & Impact on PAA During Harry Pefanis
an Extended Period of Economic Weakness

1:50pm - 2:00pm Q&A Session

2:00pm - 2:20pm Commercial Activities John von Berg

2:20pm - 2:40pm US Capital Projects Mark Gorman

2:40pm - 2:50pm Q&A Session

2:50pm - 3:10pm Break

3:10pm - 3:30pm Plains Midstream Canada Dave Duckett

3:30pm - 3:50pm PAA Natural Gas Storage Dean Liollio

3:50pm - 4:00pm Q&A Session

4:00pm - 4:20pm Financial Overview Al Swanson

Charles Kingswell-Smith

4:20pm - 4:35pm PAA Strategic Positioning Pat Diamond

4:35pm - 4:45pm Closing Remarks Greg Armstrong

4:45pm - 5:00pm Q&A Session

5:00pm - 6:00pm Cocktail Reception

 333 Clay St., Ste. 1600 ™ Houston, TX 77002

Investor Contact Information

Roy Lamoreaux Pat Diamond
Mgr., Investor Relations & Vice President
Equity Capital Markets Direct: 713-646-4487
Direct: 713-646-4222 FAX: 713-646-4572
FAX: 713-646-4572 Email: apdiamond@paalp.com
Email: rilamoreaux@paalp.com

Charles Kingswell-Smith Al Swanson

Vice President & Treasurer Sr. VP and CFO
Direct: 713-993-5318 Direct: 713-646-4455
FAX: 713-646-4313 FAX: 713-646-4564
Email: ckingswellsmith@paalp.com Email: apswanson@paalp.com
Plains All American Pipeline, L.P.
Management Bios

Greg L. Armstrong
Chairman and CEO
Greg L. Armstrong has served as Chairman of the Board and Chief Executive Officer since
our formation in 1998. He has also served as a director of our general partner or former
general partner since our formation. In addition, he was President, Chief Executive Officer
and director of Plains Resources Inc. from 1992 to May 2001. He previously served Plains
Resources as: President and Chief Operating Officer from October to December 1992;
Executive Vice President and Chief Financial Officer from June to October 1992; Senior
Vice President and Chief Financial Officer from 1991 to 1992; Vice President and Chief
Financial Officer from 1984 to 1991; Corporate Secretary from 1981 to 1988; and Treas-
urer from 1984 to 1987. Mr. Armstrong is also a director of National Oilwell Varco, Inc.,
and PAA/Vulcan.

Harry N. Pefanis
President and COO
Harry N. Pefanis has served as President and Chief Operating Officer since our formation
in 1998. He was also a director of our former general partner. In addition, he was Execu-
tive Vice President — Midstream of Plains Resources from May 1998 to May 2001. He
previously served Plains Resources as: Senior Vice President from February 1996 until
May 1998; Vice President — Products Marketing from 1988 to February 1996; Manager of
Products Marketing from 1987 to 1988; and Special Assistant for Corporate Planning from
1983 to 1987. Mr. Pefanis was also President of several former midstream subsidiaries of
Plains Resources until our formation. Mr. Pefanis is also a director of PAA/Vulcan and Set-
toon Towing.

W. Dave Duckett
President - Plains Midstream Canada
W. David Duckett has served as President of Plains Midstream Canada, formerly known as
PMC (Nova Scotia) Company, since June 2003, and Executive Vice President of PMC
(Nova Scotia) Company from July 2001 to June 2003. Mr. Duckett was with CANPET En-
ergy Group Inc. from 1985 to 2001, where he served in various capacities, including most
recently as President, Chief Executive Officer and Chairman of the Board.
Plains All American Pipeline, L.P.
Management Bios

Mark J. Gorman
Sr. Vice President - Operations & Business Development
Mark J. Gorman has served as Senior Vice President—Operations and Business
Development since August 2008. He previously served as Vice President from November
2006 until August 2008. Prior to joining Plains, he worked in various capacities at Genesis
Energy including: Director, Executive Vice President and COO and President and CEO from
1996 through August 2006. From 1992 to 1996, he served as a President for Howell Crude
Oil Company. Mr. Gorman began his career with Marathon Oil Company, spending 13 years
in various disciplines. Mr. Gorman is also a director of Settoon Towing, Butte and Frontier.

Al Swanson
Sr. Vice President and CFO
Al Swanson has served as Senior Vice President and Chief Financial Officer since Novem-
ber 2008. He previously served as Senior Vice President—Finance from August 2008 until
November 2008 and as Senior Vice President—Finance and Treasurer from August 2007
until August 2008. He served as Vice President — Finance and Treasurer from August
2005 to August 2007, as Vice President and Treasurer from February 2004 to August
2005 and as Treasurer from May 2001 to February 2004. In addition, he held finance
related positions at Plains Resources including Treasurer from February 2001 to May 2001
and Director of Treasury from November 2000 to February 2001. Prior to joining Plains
Resources, he served as Treasurer of Santa Fe Snyder Corporation from 1999 to October
2000 and in various capacities at Snyder Oil Corporation including Director of Corporate
Finance from 1998, Controller — SOCO Offshore, Inc. from 1997, and Accounting Man-
ager from 1992. Mr. Swanson began his career with Apache Corporation in 1986 serving
in internal audit and accounting.

John P. vonBerg
Sr. Vice President – Commercial Activities
John P. vonBerg has served as Senior Vice President—Commercial Activities since August
2008. Previously he served as Vice President—Commercial Activities from August 2007
until August 2008 and as Vice President—Trading from May 2003 until August 2007. He
served as Director of these activities from January 2002 until May 2003. Prior to joining
us in January 2002, he served in various roles at Genesis Energy including Director, Vice
Chairman, President and CEO from 1996 through 2001, and from 1993 to 1996 he served
as a Vice President and a Crude Oil Manager for Phibro Energy USA. Mr. vonBerg began
his career with Marathon Oil Company, spending 13 years in various disciplines.
Plains All American Pipeline, L.P.
Management Bios

A. Patrick Diamond
Vice President
A. Patrick (Pat) Diamond has served as Vice President since August 2007. He previously
served as Director – Strategic Planning from July 2005 to August 2007 and as Manager –
Special Projects for Plains All American from May 2001 to July 2005 and for Plains Re-
sources from August 1999 to May 2001. Prior to joining the Plains organization, Mr. Dia-
mond was an investment banker in the Global Energy Group of Salomon Smith Barney
from 1994 to 1999 where he was involved in all facets of the energy sector, with particu-
lar emphasis on the area of Master Limited Partnerships (MLPs). Mr. Diamond is a summa
cum laude graduate of Babson College, holding a BS degree in finance and quantitative
studies. He is a member of the Board of Directors of the National Association of Publicly
Traded Partnerships, a trade association representing publicly traded limited partnerships.

Charles Kingswell-Smith
Vice President and Treasurer
Charles (Chuck) Kingswell-Smith joined PAA in 2008 from GE Energy Finance. Mr.
Kingswell-Smith has over 25 years of experience in the energy banking business princi-
pally with JPMorgan Chase. At PAA, Chuck is responsible for coordination of our banking
transactions and lending arrangements, customer credit functions, financial planning at-
tivities, insurance risk management and foreign exchange and interest rate management
activities.

Roy I. Lamoreaux
Manager, Investor Relations and Equity Capital Markets
Roy I. Lamoreaux has served as Manager of Investor Relations and Equity Capital Markets
since November 2006. He worked previously at Anadarko Petroleum Corporation in ac-
quisitions and divestitures and asset operations groups. Roy received a BBA in Energy
Management from the University of Oklahoma and holds an MBAE from the Acton School
of Business.
PAA Natural Gas Storage, LLC
Management Bios

Dean Liollio
President - PAA Natural Gas Storage, LLC
Dean Liollio has served as President of PAA Natural Gas Storage, LLC since March of
2009. Mr. Liollio has 25 years of experience in the natural gas business, most recently
serving as President and CEO of EnergySouth, Inc., a NASDAQ listed company prior to its
acquisition by Sempra Energy in October 2008. Prior to joining EnergySouth, Mr. Liollio
served with Centerpoint Energy and its subsidiaries for approximately 23 years in various
positions of increasing responsibility including Division President and COO, Southern Gas
Operations.

Daniel Noack
VP Operations - PAA Natural Gas Storage LLC
Daniel Noack has served as Vice President, Operations for PAA Natural Gas Storage, LLC
since July 2008. Prior to joining Plains Mr. Noack served as Storage Manager for Energy
Transfer Partners and as a Storage Consultant with El Paso Field Services (Gulfterra)
where he supported the strategic development and daily management of the company's
eight storage assets and twenty-six salt dome cavern wells. Mr. Noack has over 16 years
of experience in the natural gas storage field and is experienced in all aspects of under-
ground salt dome hydrocarbon storage including identifying, permitting, developing, con-
structing, optimizing, and operating.

Richard S. Tomaski, II
Vice President - PAA Natural Gas Storage LLC
Richard S. Tomaski, II has served as Vice President, PAA Natural Gas Storage, LLC
(formerly known as Energy Center Investments) since 2005. From 2003 to 2005, he served
as Vice President – Bluewater Gas Storage – Marketing and Development (“Bluewater”).
From 2002 to 2003, Mr. Tomaski served Bluewater as Vice President – Natural Gas Trading
– Mid-Continent. From 2000 to 2002, Mr. Tomaski served in several positions with Enron
Corp. and Enron North America. Mr. Tomaski received a B.B.A in Accounting and Finance
from Texas A&M University.
Opening Remarks

Roy Lamoreaux
Manager, IR & ECM
 Forward-Looking Statements &
Non-GAAP Financial Measures Disclosure
Ø This presentation contains forward-looking statements, including, in
particular, statements about the plans, strategies and prospects of Plains All
American Pipeline, L.P. (“the Partnership” or “PAA”). These forward-looking
statements are based on the Partnership’s current assumptions, expectations
and projections about future events.
Ø Although the Partnership believes that the expectations reflected in these
forward-looking statements are reasonable, the Partnership can give no
assurance that these expectations will prove to be correct or that synergies or
other benefits anticipated in the forward-looking statements will be achieved.
Important factors, some of which may be beyond the Partnership’s control,
that could cause actual results to differ materially from management’s
expectations are disclosed in the Partnership’s most recent 10-K, 10-Q and 8-
Ks filed with the Securities and Exchange Commission.
Ø This presentation also contains non-GAAP financial measures, such as
EBITDA. For a presentation of the most directly comparable GAAP measures
and a reconciliation of the two as well as additional detail regarding selected
items impacting comparability, please see the reconciliations provided behind
the last tab in your presentation materials or you can visit our website at
www.paalp.com. Click on the “Investor Relations” section on our homepage
followed by the “Non-GAAP Reconciliations” link.

2
Orientation
Ø Information Package
3 Agenda
3 Investor Contact Info
3 Presenter Bios
3 Presentations
3 Non-GAAP Reconciliations

Ø Q&A
3 We will hold several Q&A sessions throughout
the meeting
3 PAA personnel will be stationed in audience with
microphones for Q&A
3 Index cards to capture questions are also
provided on each table
3
 Meeting Agenda
Topic Presenter
Opening Remarks Roy Lamoreaux
PAA History, Business Model & Positioning for Current Greg Armstrong
Market Environment

Overview of PAA Business Activities & Impact on PAA Harry Pefanis

During an Extended Period of Economic Weakness
Commercial Activities John von Berg
US Capital Projects Mark Gorman
Plains Midstream Canada Dave Duckett

PAA Natural Gas Storage Greg Armstrong

Dean Liollio
Financial Growth Strategy & Risk Management; Guidance, Al Swanson
Segment Performance and Distribution Coverage Charles Kingswell-Smith
PAA Strategic Positioning Pat Diamond
Closing Remarks Greg Armstrong

Q&A Sessions
4
 Plains All American Profile – 2009
(NYSE: PAA)

Aggregate Size/Yield Operational Metrics

Ø Total Assets (03/31/09) $9.4 B (2)
Ø Assets :
Ø Book Equity (03/31/09)A $3.7 B
Pipelines (active miles) ~17,000 miles
Ø Book Cap. (03/31/09)A $7.1 B Storage ~85 MMBbls
Ø Enterprise ValueAB $9.3 B LPG Railcars ~1,700
Ø Equity Market Cap. B $5.8 B Truck Fleet ~600 Trucks
Ø Fortune 500 Rank 79 ~1,000 Trailers
Ø Barge Fleet (Settoon) ~65 Barges
Ø Unitholders ~90,000
~36 Tugs
Ø Current Yield* ($3.62 annualized) ~8.1% Ø Crude, Product &
ABased on balance sheet data as of 3/31/09 pro-forma for April
debt offering
LPG Volumes: >3.0 MMBbl/d
B Based on 06/01/09 closing unit price; excludes value of GP.
Ø Operational footprint:
Public Guidance – Midpoint (1)
Domestic >40 States
Canada 5 Provinces
Ø 2009 Adjusted EBITDA $977 MM
Ø Employees ~3,300
Ø 2009 Adjusted Net Income $517 MM

(1) EBITDA and Net Income are the midpoint of PAA’s public guidance furnished via 8-K on May 6, 2009 and exclude
selected items impacting comparability.
(2) Includes owned or leased assets as of 12/31/08
5
PAA Assets – Well Positioned to Meet the Dynamic Needs
of North American Energy Markets
PAA Quick Progress Update
Since Last Analyst Meeting in April 2008
Ø 2008 was solid year of performance
9 14% Adjusted EBITDA growth over 2007 (in line/slightly ahead of 2008
acquisition adjusted Plan)
9 Achieved 2008 goals (with a notable cost overrun on SLC pipeline project)
9 Completed and integrated Rainbow and two other LPG-related acquisitions
9 PAA business model was stress tested and validated, withstanding:
ƒ Meltdown of high-profile competitor
ƒ Multiple Gulf Coast hurricanes
ƒ Turmoil in economic and financial markets
ƒ Significant volatility in commodity markets

Ø PAA is cautiously optimistic on 2009 despite macroeconomic

environment
9 2009 Adjusted EBITDA forecasted to increase 10% over 2008 levels
9 Annualized distribution per unit increased in May 2009 to $3.62 per unit (up
4.6% from 2008 analyst meeting level)
Ø PAA is well positioned financially
9 Excellent credit metrics
9 Solid capital structure with significant liquidity
9 Able to execute business plan and capital program while maintaining
significant liquidity, even in a challenging economic and financial
environment
7
2009 Goals & Performance
Goal
Ø Deliver baseline operating and financial
performance in line with guidance
Ø Successfully execute our 2009 capital
program, and set the stage for
continued growth in 2010
Ø Pursue an average of $200 million to
$300 million of strategic and accretive
acquisitions
Ø Prudently manage our capital resources
and preserve our strong capitalization
and liquidity
Performance
3 1Q09 Adjusted EBITDA exceeded
midpoint guidance by 11%; Increased
2009 guidance midpoint by 2% to $977
million
3 Capital program generally on track;
increased to $350 million due to
additional costs associated with
bringing Rangeland, Martinez, and
SLC online and shifting of Pier 400
expenditures due to regulatory status
3 Completed two acquisitions for a
combined price of ~$60 million
3 Raised equity and debt net proceeds
of $557 million; Liquidity at 3/31/09 of
$1.8 billion (pro forma for April bond
deal)
8
2009 PAA Analyst Meeting Theme

PAA: Tested. Delivered. Positioned.

Despite being tested by volatility in the commodity and

financial markets and a variety of other challenges, PAA’s
business model, financial growth strategy and risk
management practices have delivered strong and durable
results and have positioned PAA to navigate the
challenging environment, execute its business plan and
capitalize on potential opportunities.

9
Building Blocks from Previous Meetings

Ø PAA represents a predominantly fee-based

investment in essential North American energy
infrastructure.

Ø PAA’s assets are strategically located, operationally

flexible and positioned to benefit from volatility and
established industry trends.

Ø PAA’s management team has significant breadth and

depth and is knowledgeable, highly motivated and
results oriented.

(Above points confirmed by participant feedback)

10
Today’s Focus Items
Ø PAA is well positioned strategically and financially relative to the
challenging global economy and financial markets.
9 PAA game plan in current, challenging and uncertain environment
9 Outlook and impact on fundamental business (volumes, margins, etc.) if
current market conditions continue for extended period of time
9 Strong liquidity and capitalization has implications for PAA offense and
defense

Ø PAA’s proven business model has continued to deliver solid operating

and financial results during challenging and volatile markets.
9 Composition and durability of Marketing segment cash flow

Ø PAA Natural Gas Storage (50% owned JV) is successfully executing its
business plan and is positioned for future growth and expansion.

Ø PAA is well-positioned to act opportunistically upon acquisitions and

other investment opportunities that may be available during challenging
market conditions.

Ø PAA represents an attractive investment opportunity combining

substantial current yield with a solid foundation for continued growth.

11
Page Intentionally Left Blank
 PAA History, Business Model &
Positioning For Current Environment

Greg Armstrong
Chairman & CEO
 28+-Year History Of the Plains Organization
(1981-2009YTD)
Plains
2001 Exploration
1981 Separation &
of Production
Plains “PXP”
Resources Upstream
Upstream&
IPO – “PLX” &Midstream
Midstream

Upstream E&P Entity m

f
ent o ests
ig n r
eal hip inte
on/r
s tri buti owners
Di g
ppin
o verla

Midstream Transportation Entity

1 2 3
IPO of
1988 Plains All
Plains All
Formation of American
American
Plains Marketing Pipeline, L.P.
“PAA”
as a Sub of PLX “PAA”

81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 0 1 2 3 4 5 6 7 8 9

14
 PAA History and Growth (1988-2009)
Execution/Expansion Period
Refinement Period 2002- 2009YTD:
Formative Period ƒCompleted 43 acquisitions for ~$5.2 Billion
1999 - 2001:
ƒCompleted Cushing Phases III to VI (to ~11MMbbls)
ƒAcq’d Scurlock Permian & Chevron
1988 – 1998: W.Tx pipeline ƒIncreased foreign imports from 0 b/d in 2003 to
ƒPlains Resources (PLX) forms marketing LTM average of 76,000 b/d
ƒCompleted Cushing Phases I & II
sub to market its gas ƒImplemented ~$1.7 billion in internal growth
expansions (to 4.2 MMbbls)
ƒShifted focus exclusively to crude oil projects from 2002-2008
ƒTrading loss event
and built Cushing Terminal (initial ƒEntered into natural gas storage and refined
ƒRepaired Balance Sheet products businesses
2MMbls)
ƒAnnounced plans to enter Canadian ƒInitiated St. James & Patoka storage facilities
ƒBegan acquiring & building W. TX truck market
stations ƒConsummated and integrated:
ƒEnded 2000 with total assets of ƒ$332 million Link acquisition
ƒExpanded senior management team
$900 million ƒ$2.5 billion PPX acquisition
ƒPositioned in lower tier of top 20
gatherers & marketers ƒMgmt led buyout of 56% GP ƒ$687 million Rainbow Pipe Line acquisition
(Separated from PLX) ƒTargeted 2009 internal growth capital = $350
ƒExpanded business & integrated G&M
ƒExpanded into Canada million
and T&S 3
ƒEnded 1997 with total assets of $150 MM 2 ƒEnded 1Q09 with total assets of $9.4 billion
ƒAcq’d AAPL (All American Pipe Line)
$977
ƒCompleted IPO of PAA
1 $887

$779
Adjusted EBITDA Growth ($MM)
$511

$408

$252
$169
$130
$87 $108 $110
Less than $10MM $34
per year
1988-1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009G
Note: Adjusted EBITDA excludes the impact of selected items impacting comparability. See website for reconciliation of EBITDA
(www.paalp.com) to comparable Non-GAAP measures. 2009G based on guidance furnished in Form 8-K on May 6, 2009.
15
 PAA’s Proven Business Model
Formulaic Qualitative
Assets Ø Understand the markets
Fundamental supply/demand drivers
+ 9
9 Volatility, seasonality, cyclicality, etc.
Capital 9 Performance in different economic conditions
+ 9 Recent, pending and possible changes affecting
market dynamics (regulatory, major infrastructure
Knowledge changes, etc.)

+ Ø Build or acquire logistics assets strategic to

market fundamentals
Execution Skills
Ø Optimize performance of such assets through
= interconnectivity and combination of 3rd party
Value Added arrangements and counter-cyclically balanced
commercial activities……..thus retaining the ability
Services to exert strong influence over our own destiny
9 Capitalize on low risk market opportunities
= 9 Increase utilization of pipelines and tankage
Sustainable, increasing 9 Positioned to benefit from volatility
profits & distributions

16
 PAA Business Model Complements Established Supply
& Demand Trends on a U.S. and Regional Basis
U.S. Crude Oil Supply & Demand U.S. Imports of Refined Products
(Millions of Barrels per Day) (Millions of Barrels per Day)
18.0 4.0 Imports: 3.1 MMbbls
Refinery Inputs: 14.7 MMbbls
16.0 3.5
14.0 3.0
12.0
Domestic Supply Shortfall 2.5
10.0 9.7 MMbbls 2.0
8.0
1.5
6.0
1.0
4.0
Production: 5.0 MMbbls 0.5
2.0
0.0 0.0

1983
1984
1985
1986
1987
1988
1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
1983
1984
1985
1986
1987
1988
1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
LPG U.S. Natural Gas Supply & Demand
(Billions of Cubic Feet per Day)
Seasonal shifts in regional 70.0
Consumption: 63.6 Bcf
60.0
demand: Domestic Supply Shortfall: 7.3 Bcf
50.0
Ø Alternating needs of refineries to
store/blend 40.0
Production: 56.3 Bcf
Ø Complex transportation logistics 30.0

Ø Shortage of diluent for Canadian heavy oil 20.0

Ø Inefficiency caused by multiple supply 10.0

sources and numerous regional supply 0.0
and demand imbalances
1983
1984
1985
1986
1987
1988
1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
Source: Energy Information Administration (through year end 2008)
17
 PADD II (Midwest): Highly Populated + Regional
Imbalance + Land-Locked = Maximum Inefficiency
PADD II Supply Shortfall
(Millions of Barrels per Day)
4.0
Refinery Inputs: 3.2 MMbbls
3.5
3.0
2.5
2.0 Supply
1.5 Shortfall 2.7 MMbbls
1.0
0.5
0.0
Production: 0.5 MMbbls

1984
1985
1986
1987
1988
1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
Source: Energy Information Administration

IV II
V
I

Keystone
III
OXY OXY
PAA (Basin)
BP
Semgroup
PAA (3)
W. Tulsa
SUN Gulf of Capline
Spearhead
PAA (Red River)
COP (2)
Mexico Pipeline
Osage
Seaway Ozark
Foreign
System
Mid-Continent (Sun) PAA Cushing to Broome
Semgroup (Whitecliffs) COP Imports
18
 Supply/Demand Dynamics, Geopolitical Instability & Capital Inflows/Outflows
Have Contributed To Increased Volatility of Energy Prices

NYMEX Crude Oil Prices NY Harbor 87 Prompt Spot Gasoline Prices

Highest High Lowest Low Avg. Close Highest High Lowest Low Avg. Close

$150 $4.00
$135 $3.50
$120
$3.00
$105

$ p e r G a llo n
$ per Barrel

$90 $2.50
$75 $2.00
$60 $1.50
$45
$1.00
$30
$15 $0.50
$0 $0.00
1983
1984
1985
1986
1987
1988
1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009

1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
NYMEX Propane Prices NYMEX Natural Gas Prices
Highest High Lowest Low Avg. Close Highest High Lowest Low Avg. Close
$2.10 $16.00
$1.80 $14.00

$1.50 $12.00
$ p e r G a llo n

$10.00
$ per Mcf

$1.20
$8.00
$0.90
$6.00
$0.60 $4.00
$0.30 $2.00
$0.00 $0.00
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009

1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
Source: Bloomberg Financial (06/01/09) 19
Crude Oil Grade Differentials to WTI Have Become
More Volatile Over Time
$8.00
$5.00
$2.00
-$1.00
-$4.00
-$7.00
-$10.00
Domestic
-$13.00
Jan-95
Jul-95
Jan-96
Jul-96
Jan-97
Jul-97
Jan-98
Jul-98
Jan-99
Jul-99
Jan-00
Jul-00
Jan-01
Jul-01
Jan-02
Jul-02
Jan-03
Jul-03
Jan-04
Jul-04
Jan-05
Jul-05
Jan-06
Jul-06
Jan-07
Jul-07
Jan-08
Jul-08
Jan-09
MIDLAND WTI LLS HLS WTS EIC BONITO POS MARS
$10.00
$5.00
$0.00
-$5.00
-$10.00
-$15.00
-$20.00
-$25.00

Canadian
-$30.00
-$35.00
-$40.00
-$45.00
Nov-02

Nov-03

Nov-04

Nov-05

Nov-06

Nov-07

Nov-08
Aug-02

Feb-03

Aug-03

Feb-04

Aug-04

Feb-05

Aug-05

Feb-06

Aug-06

Feb-07

Aug-07

Feb-08

Aug-08

Feb-09
May-02

May-03

May-04

May-05

May-06

May-07

May-08
Par @ Edmonton 825, 0.5% Ave 4 (I,Sun,Shl,Pex) Sweet @ Edmonton Ave 4 (I,Sun,Shl,Pex)
Condensate @ Edmt. Enbridge Adj. Ave 3 (A,I,K) Hard. Light @ Hardisty Ave 4 (I,Sun,Shl,Pex)
MSO @ Edmonton (IOL, SUN) Koch AB @ Edmonton Ave 4 (I,F,Shl,Pex)
Manyberries @ Border (Cenex) LSB @ Cromer Ave 4 (I,Sun,Shl,Pex)
Midale @ Cromer Ave 4 (F,I,Sun,Shl) Bow @ Hardisty Ave 4 (F,I,Ce,Pex)
LLB @ Hardisty (Koch, IOL) Fosterton @ Regina Ave 3 (New,K,Mobil)
20
 Increased Volatility In Crude Oil Market Structure:
Prompt Month Spread
$6.00
Backwardation
$4.00

$2.00

$0.00
$ per Barrel

($2.00)

($4.00)

($6.00)
Contango
($8.00)

($10.00)
1/2/1995

1/2/1996

1/2/1997

1/2/1998

1/2/1999

1/2/2000

1/2/2001

1/2/2002

1/2/2003

1/2/2004

1/2/2005

1/2/2006

1/2/2007

1/2/2008

1/2/2009
Source: Platts Note: Does not include 9/22/08 data point on which the backwardated spread widened to over $11/barrel.
21
PAA Business Model Well Suited For
Increasingly Volatile Market Environment
Ø PAA’s assets and business model should produce durable results
in nearly all types of market environments as PAA’s baseline cash
flow is underpinned by
9 Significant percentage of fee-based cash flow (~70%) generated by
Transportation and Facilities segments
9 Counter-cyclically balanced and relatively predictable baseline cash
flow generated by our Marketing segment, which includes ~80% fee-
equivalent cash flow

Ø Merchant activities provide upside opportunities (baseline plus)

during favorable market conditions and can potentially mitigate
negative impacts of certain industry events
9 Contango storage opportunities
9 Various additional market-related opportunities
9 Provides opportunities to mitigate impacts of potential volume
declines, refinery or pipeline outages, weather or other events

22
 “Baseline” vs. “Baseline Plus” Terminology
“Baseline +”
Ø Baseline Results Cash Flow
9 Reflects management’s assessment
of generally sustainable cash flows from
all three business segments in a variety of
routine market conditions
a s h Flow”
Used by management in developing its ine C
“Basel
9
recommendations regarding distribution growth

Ø Baseline Plus Results

9 Reflects net incremental cash flows derived by the Marketing segment through
optimization activities in favorable market conditions (contango, etc.)
9 Incremental contributions not considered by management when making
recommendations regarding distribution growth; does result in higher than
normal coverage ratio
9 Incremental cash flows above Baseline estimates are treated as equity and used
to pay down debt or fund capital investments (i.e., not distributed)
9 Incremental cash flows are only included in guidance for very near-term periods
with strong visibility; forward guidance does not assume continuation of
favorable conditions for longer-term

23
 Investment of Baseline Plus Incremental Cash Flow
Converting a Recurring But Unpredictable Cash Flow Stream (Baseline
Plus) to a Recurring Predictable Stream (Baseline)
Illustration Only
Ø Real, likely recurring, but unpredictable cash flow used as equity for
capital investment opportunities
9 Assumes Baseline Plus cash flow of $50 MM in Year 1, $20 MM in Year 2, $70
MM in Year 3 and $30 MM in Year 4 – average of ~$40 million.
9 Baseline Plus Incremental cash flow paired with similar amount of debt (i.e.,
50% equity / 50% debt financing mix) and invested into capex opportunities
on a one year lag at a 7x multiple* Addition
to
$80 Baseline
Plus
Incremental $70 Baseline
$70
$60 $50
$ in Millions

$50
$40 $30
$30 $20
$20 .

$10
$0
Yr 1 Yr 2 Yr 3 Yr 4 Yr 5+
Recurring Cash Flow from Investment of Yr 1 Baseline Plus CF Recurring Cash Flow from Investment of Yr 2 Baseline Plus CF
Recurring Cash Flow from Investment of Yr 3 Baseline Plus CF Recurring Cash Flow from Investment of Yr 4 Baseline Plus CF
Baseline Plus Cash Flow

* For example, in Year 1 $50 million of baseline plus cash flow is paired with $50 million of debt; thus $100 million is invested
at a 7x multiple, which generates annual net cash flow beginning in Year 2 of $10.3 million (($100 MM / 7) – ($50 MM debt *
8% interest rate)). 24
 PAA Has Delivered Significant Growth in Baseline
EBITDA and Solid Performance vs. Annual Guidance (1)
$1,050 Performance exceeding
baseline guidance due to
favorable market, acquisitions
and/or increases in baseline
$900 performance

$977
$750
Adjusted EBITDA ($MM)

$887
$600
$779
$450
$300 $511
$150 $408
$252
$0
2004 2005 2006 2007 2008 2009G

Baseline Guidance (2) Performance Above Baseline Guidance Updated 2009 Guidance (2)

(1) Midpoint of annual guidance consists primarily of expected baseline performance, with the anticipated impacts of
favorable market conditions included only for near-term visibility that exists at the time guidance is prepared.
(2) Baseline guidance for 2004-09 periods based on the midpoint of annual guidance from February guidance 8-Ks.
Updated 2009 guidance based on the midpoint from 05/06/09 8-K.

25
 Business Model Reinforced By Performance vs. Guidance
PAA Has Delivered Predictable and Durable Results In All Types of Markets

29 Consecutive Quarters of Performance in Line with Guidance

$300 $300
Adjusted EBITDA ($MM)

Adjusted EBITDA ($MM)

$275 $275
$250 $250
$225 $225
$200 $200
$175 $175
$150 $150
$125 $125
$100 $100
$75 $75
$50 $50
$25 $25

2Q 9
1Q
2Q 2
3Q 2
4Q 2
1Q
2Q 3
3Q
4Q 3
1Q 3
2Q 4
3Q 4
4Q 4
1Q 4
2Q 5
3Q 5
4Q 5
1Q
2Q 6
3Q 6
4Q 6
1Q 6
2Q 7
3Q 7
4Q
1Q 7
2Q 8
3Q 8
4Q 8
1Q

09
0
0
0
02
0
03
0
0
0
0
0
0
0
0
0
05
0
0
0
0
0
0
07
0
0
0
0
08
0

(G
)(
1)
Guidance Range Historical Performance Projected Performance

NYMEX Crude Oil Prices Crude Oil Market Structure(2,3) Differentials to WTI (3)
$8 . 0 0
$4.00
Source: Bloomberg Financial (Domestic)
$135.00
$2.00
Backwardation $5. 0 0

$120.00 $2 . 0 0
$105.00 $0.00
- $1. 0 0
$ per Barrel

$ p er B arre l

$90.00 ($2.00)
- $4 . 0 0
$75.00
($4.00)
- $7. 0 0
$60.00
($6.00) - $10 . 0 0
$45.00
($8.00)
Contango - $13 . 0 0
$30.00

Jan-02

-02

Jan-03

-03

Jan-04

-04

Jan-05

-05

Jan-06

-06

Jan-07

-07

Jan-08

-08

Jan-09
$15.00 ($10.00)

Jul

Jul

Jul

Jul

Jul

Jul

Jul
1/2/2002
7/2/2002
1/2/2003
7/2/2003
1/2/2004
7/2/2004
1/2/2005
7/2/2005
1/2/2006
7/2/2006
1/2/2007
7/2/2007
1/2/2008
7/2/2008
1/2/2009

1/1/2002
7/1/2002

1/1/2003
7/1/2003

1/1/2004
7/1/2004

1/1/2005
7/1/2005

1/1/2006
7/1/2006

1/1/2007
7/1/2007

1/1/2008
7/1/2008

1/1/2009

M I D L A N D WT I LLS H LS
WT S EI C B ON I T O
P OS MARS

(1) 2Q09 (G) – based on mid-point guidance furnished via Form 8-K on 5/06/09. (2) Crude Oil Market Structure Chart does not include 9/22/08
data point on which the backwardated spread widened to over $11/barrel. (3) Source: Platts
26
 $65.00
$70.00
$75.00
$80.00
Ju
l-
A 09

Source: Bloomberg
ug $6
8.5
- 8
Se 09 $6
p- 9.3
0 7
O 9 $7
ct 0.0
- 7
N 09 $7
ov 0.5
- 8
D 09 $7
ec 1.0
-0 4
Ja 9 $7
n- 1.5
2
Fe 10 $7
b- 1.9
2
M 10 $7
ar 2.2
-1 2
A 0 $7
pr 2.4
- 8
M 10 $7
ay 2.7
- 4
Ju 10 $7
n- 2.9
1 9
$7
NYMEX Forward Curve as of June 1, 2009

27
Ju 0 3.2
l- 4
A 10 $7
ug 3.4
- 6
Se 10 $7
p- 3.6
1 8
O 0 $7
ct 3.9
- 0
N 10 $7
ov 4.1
-1 2
D 0 $7
ec 4.3
-1 4
Ja 0 $7
n- 4.5
7
Fe 11 $7
b- 4.8
0
M 11 $7
ar 5.0
-1 3
A 1 $7
pr 5.2
- 6
M 11 $7
ay 5.4
- 8
Every Day, Producers, Refiners, Traders and Sophisticated

Ju 11 $7
n- 5.7
11 0
Financial Investors Risk Billions Forecasting Crude Oil Prices

$7
5.9
1
 Assessing the Accuracy of the Market’s
Vision on Crude Oil Prices
Actual Price Forward Curve
$150.00

$130.00
Conclusion: Continued Volatility is Likely
$110.00

$90.00

$70.00

$50.00

$30.00

$10.00
1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010

Source: Bloomberg (06/01/09) 28

Looking Forward
PAA’s Scenario Assessment for 2009++
(The Environment For Which We Are Positioning)
General
Ø The global economy may get
worse before it gets better –
expecting a few “head fakes”
Ø Deleveraging of the global
financial system will take a while –
likely to see “tight” credit for an
extended period
Ø Consolidation of banks will
complicate overall credit extension
Ø Cost of capital has made a step
change increase (relative to 2004
to early 2008)
Ø Capital markets access will be
selective and potentially sporadic
Ø IG rating matters
Ø Differentiation has occurred / will
continue – size and reliability of
business models matter
30
Energy Sector
Ø Oil and gas consumption has
been adversely affected by high
prices
Ø Retracement of energy demand
in response to lower prices will
take time due to a weak
economy and changing habits
Ø Commodity prices will continue
to be volatile, with large swings
in short periods of time
(potential for numerous “head
fakes”)
Ø Volatility favors entities with
assets; especially those with
complementary business
models
PAA is Well Prepared for a Challenging Environment
(even if it extends through 2010)
Ø Investment grade credit rating (Baa3/BBB-)
Ø Solid balance sheet
Ø Ample liquidity – pro forma availability of ~$1.8 billion at March 31,
2009*
9 $1.6 Billion Committed Revolving Credit Facility, Maturing in July 2012
9 $525 Million Annual Committed Hedged Inventory Facility
9 Includes benefit of $210 million equity offering completed in March 2009 and $350
million debt offering completed in April 2009

Ø Long-term debt is 99% fixed (@ avg. of 6.7%) with avg. tenor of ~12
years**
Ø Scalable, flexible capital program – no major project commitments
Ø Solid distribution coverage
Ø Potential to utilize solid financial positioning to act opportunistically
on attractive acquisition and expansion opportunities
* Pro forma for $350 million April 2009 senior notes offering; availability would be ~$1.7 billion after repaying $175 million of
senior notes due in August 2009.
** Pro forma for $350 million April 2009 senior notes offering and May 2009 termination of $60 million of swaps; assumes
repayment of $175 million senior notes due in August 2009. 31
 What if the Economic Slump and Uncertain Financial
Markets Extend for Several Years?
Ø (1) Financially well positioned @ 3/31/09; (2) Execution of 2009 Plan preserves financial
positioning; (3) Recent financings further enhance positioning
Ø Strategic role of PAA’s assets, counter-cyclical balance of business model, scalability
of capital projects, intense focus on liquidity, management experience and ability to
make mid-course adjustments position PAA to navigate an extended economic slump
Ø Many required functions of PAA’s asset base cannot be performed by others

Conceptual Illustration of
Economy / Financial Markets
PAA surviving PAA PAA
& growing surviving surviving,
& growing, minimal
but less growth

Absent [Bargain] Acquisitions / Consolidations

2009 2010 2011 2012 2013

32
 PAA Management Has Successfully Navigated
Through A Number of Challenging Periods
(1981-2009YTD)
Carter--/-----------------Reagan----------------------/-------Bush 41-------/----------Clinton---------------------------------/------ Bush 43----------------------------------/---Obama

/--Rita & /--Ed,

/--Natural Gas Katrina Gus &
Deregulation, /--9/11/01; --/ Ike--/
Price Collapse & Enron &
/--Major Recession /--Major
Take-or-pay period---/ Energy
& Financial Mkt
/----------S&L Crisis----------/ Merchant Turmoil----/
Stagflation ---/ /--Energy Sector
Meltdown--/
/--Oil Price /--Major Consolidation Period---/ /--The /--Major
/--Energy Crash--/ Recession---/ Event--/ Recession-----/
Euphoria (vol. I)---/ /--Energy Bank Consol & Attrition--/ /--Oil
/--PLX /--PLX & PAA /--Energy /--Oil &
Price
Miami Separate-/ Euphoria Gas
Plunge--/
10 Fee--/ Price
(vol. II)---/ Crash--/
9
8
PLX – Upstream Production Volumes:
7 PAA
6 Oil mmbls Gas mmboe Adjusted EBITDA
5 ($ in millions) $977
$887
4
$779
3
2 $511
$408
1
0 $252
80 82 84 86 88 90 92 94 96 98 00 $169
$130
$87 $108 $110
$34

1988- 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009G
1996

81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 0 1 2 3 4 5 6 7 8 9

Note: 2009(G) reflects midpoint of PAA’s public guidance furnished via 8-K on May 6, 2009 and excludes selected items
impacting comparability. 33
PAA Forward Game Plan
Ø Execute, Execute, Execute
9 Deliver on guidance / plan
9 Under-promise and over-perform

Ø Maintain significant financial flexibility

Ø Tighten up existing organization – eliminate inefficiencies created
during rapid growth periods (Increase revenue and
efficiencies/decrease cost)
Ø Pursue attractive incremental acquisition / consolidation
opportunities:
9 Have raised overall return requirements
9 Intend to carefully exploit:
ƒ Cost of capital and availability advantages
ƒ Fundamental synergy advantages

Ø Continue development / expansion of natural gas storage business

and related opportunities
34
Overview of PAA Business Activities
& Impact on PAA During an Extended
Period Of Economic Weakness

Harry Pefanis
President & COO
PAA’s Activities are Conducted on Four Product Platforms
Primarily Inefficient & Lightly Regulated Portion of the Value Chain

Crude Oil Refined Products

Gas
Producers Transportation, Facilities & Marketing Refiners Refineries Transportation, Facilities & Marketing Stations

Pipeline
Barge
Truck

Common Carrier
Pipeline Pipeline

Pipeline Gathering Pipeline

Storage Bulk Storage
Injection Station Terminal /
Terminal
Storage /
Exchange
Barge Location

Tanker
Tanker

LPG Natural Gas Storage

Producers End Users
Facilities
Transportation, Facilities & Marketing
Refinery

Retail
Truck Distribution
Gathering Pipeline
Injection / Withdrawal Facilities

Gas Plants Common Common

Carrier Carrier and LDC
Pipeline
Above Ground or Pipelines Pipelines
Underground Chemical
Storage
Plants

Salt Depleted
Dome Reservoir

Rail Car Underground Storage

Diluent for
Heavy Crude LNG Tanker

36
 Activities Conducted via Three Segments
PAA Cash Flow Underpinned by Fee & Fee-Equivalent Activities

|------------------- Merchant Optimization ---------------|

Reporting
Segments Transportation Facilities Marketing
~17,000 miles of Pipelines ~61 MMBbls Storage 528 Trucks
24 MMBbls Storage Capacity 631 Trailers
Capacity ~31 BCF Nat Gas 1,697 Railcars
Assets(1) 86 Trucks Storage(3) ~10 MMBbls of Linefill &
341 Trailers 2 Fractionation Plants Long-Term Inventory
65 Barges(2) 1 Isomerization Unit
36 Tugs(2) ~400 MMCFD Processing
~1 MMBbls of Linefill Capacity(4)

Products Crude Oil Crude Oil

Crude Oil
Natural Gas
Refined Products Refined Products
Refined Products
LPG
LPG
Cash Flow Margin Based (includes
Fee Based Fee Based some fee-based
equivalent + upside)
(1) Includes owned or leased assets as of 12/31/08
(2) Ownership through 50% interest in Settoon Towing
Baseline = ~70% Fee Based (3) Ownership through PAA/Vulcan Joint Venture
(4) Average throughput, design capacity = 1.2 BCFD
37
 PAA Adjusted Segment EBITDA Contribution (1)

2009 Guidance (2)

Midpoint Total Adjusted EBITDA = $977 Million

Facilities
21%

Transportation
49%
Marketing
30%

(1) Please see Appendix for reconciliation of Adjusted EBITDA to GAAP measures. Excludes <1% of “Other” EBITDA.
(2) Per Form 8-K furnished May 6, 2009.
38
 Fee Based Activities Have Steadily Increased
Adjusted
EBITDA $408 $511 $779 $887 $977
100%
% of Adjusted EBITDA

75%
69% 70%
61%
50% 51%
49%

25%

0%
2005 2006 2007 2008 2009(G)

Fee Based Non-Fee Based

Note: 2009(G) reflects midpoint of PAA’s public guidance furnished via 8-K on May 6, 2009 and excludes selected
items impacting comparability.
39
 Principal Drivers of Segment Performance

Transportation Facilities Marketing

% of 2009
Adjusted ~50% ~20% ~30%
EBITDA (1)
Principal Ø Throughput volumes Ø Leased capacity Ø Volumes (lease
Performance Ø Tariffs per barrel Ø Lease rates & gathering, foreign
Drivers Ø Variable operating throughput fees import and LPG
costs Ø Variable operating sales)
costs Ø Realized margin per
barrel

Influences Ø Volumes variances Ø Integrity costs, Ø Quality and location

on Ø PPI Index regulatory compliance differentials
Profitability Ø Integrity costs, costs Ø Forward curve
regulatory compliance Ø API 653 (costs and Ø Seasonal price
costs timing) differences
Ø Power costs Ø Lease renewals rates Ø Asset allocation
Ø Pipeline Loss Ø Measurement Ø Fuel prices (truck
Allowance gains/losses fleet)

(1) 2009(G) reflects midpoint of PAA’s public guidance furnished via 8-K on May 6, 2009 and excludes selected items
impacting comparability.
40
 Transportation Segment Underpinned by
Geographically Diverse Asset Base
Pipeline Miles(1) Pipeline Volumes(1)
By Region By Region By Product

16% 97%
18%
28%
33%

17% 13%

4%

9%
10% 15%
25% 3%
12%

Southwestern US Western US US Rockies US Gulf Coast Central US Canada Crude Oil Refined Product

PAA’s pipelines represent a diverse blend of supply and demand based

assets transporting a variety of both domestic and foreign (Canadian &
waterborne) crudes from multiple basins.
(1) Pipeline miles as of 12/31/08 and pipeline volumes for the quarter ended 03/31/09.
41
Transportation Volumes and Revenue Have
Remained Durable Over Time
“Same Store Sales”– Pipelines Grouped by Yr of Acquisition/Expansion
Pipeline Revenues
$900
$750
$ in Millions

$600
$450
$300
. Stable to
$150
increasing
$0
2002 2003 2004 2005 2006 2007 2008 volume and
Pre-‘01 ‘01 ‘02 ‘03 ‘04 ‘05 ‘06 ‘07 ‘08
revenue
Pipeline Volumes stream
3,000
2,500
2,000
MBPD

1,500
1,000
500
0
2002 2003 2004 2005 2006 2007 2008
Note: Includes activity associated with subsequent expansion activities for acquired pipelines.
42
 Facilities Segment Storage Capacity
Geographic Diversity and Product Composition

Geographic Location Product Type

By Region By Service Type

3% 5%
10%

28%
41%
15%

70%
9%
4%
15%

Mid Continent Rockies Crude Oil Refined Product

Gulf Coast East Coast
West Coast Canada LPG Natural Gas Storage

Note: Capacity as of 03/31/09

43
 Facilities Segment: Significant Increase in
Capacity
Increase Primarily Underpinned by Pacific Acquisition & Organic Growth

Major Terminal Expansions Since 2006

Cushing Phase VI 3,400

70
Cushing Phase VII 2,300
Includes Impact of
60 Pacific Acquisition St. James Phase I 3,500
St. James Phase II 2,700
50
St. James Phase III 900
M M B b ls /M o .

40 Patoka Phase I 2,800

Patoka Phase II 600
30 Paulsboro 1,000
Kerrobert 900
20
Fort Laramie Area 900
10 Martinez Phase II 850
Mobile 600
0
West Hynes 600
2005 2006 2007 2008 2009 (G)
Total* 21,050

*Capacity in thousands of barrels

44
Baseline Marketing Segment Activities Are
Critical to Industry Value Chain
21% Crude Oil Activities (Lease Gathering &
49% Foreign Import Businesses) make up ~80% of
30%
PAA’s Marketing Segment Baseline Cash Flow

~80%

10%-15%

~5%
<5%

Crude Oil Activity LPG Marketing

Crude Oil Merchant Storage Refined Products Marketing
45

Marketing Segment Activities
Activity
Crude oil activity
• ~630 mb/d*
• ~60 mb/d Foreign*
• Significant use of captive
assets
• Ability to capture quality/
location arbitrages and
distressed crudes
LPG Marketing
•Average ~100 mb/d*
•Primarily seasonal
storage/sales, although some
spot/rack sales
•Significant use of captive
assets
* Based on full year 2009 guidance furnished via Form 8-K on May 6, 2009.
~80%
10%-
15%
~5%
<5%
Overview / Comments
• Represents approximately 80% of baseline segment cash flow
• Primarily related to lease gathering and foreign crude activities
• Hedge to protect and optimize margins
• Purchases are index related; no outright price risk
• Margins impacted by quality, location and inter-month time differentials
• Provide logistical and administrative services to our customers
• ~3-5 million barrels of tankage support these activities
• Represents approximately 10 – 15% of baseline segment cash flow
• Primarily seasonal storage with product pre-sold with physical
contracts or hedged on NYMEX or via OTC
• Propane – primarily wholesaler to large number of retailers or industrial
consumers (in excess of 750 customers)
• Butane – primarily used as feedstock for isomerization facility in
California, as diluent for heavy crude oil movements in Canada, and for
gasoline blending by refiners
46
 Marketing Segment Activities
(Continued)
Activity
Merchant storage
•An aggregate of ~8 mmbbls of
which ~2 mmbbls are in
remote locations and are
available for lease optimization
or contango
•Capacity changes based on
allocation of assets, 3rd party
leases, etc
Refined Products
Marketing
•Average ~ 40mb/d*
* Based on full year 2009 guidance furnished via Form 8-K on May 6, 2009.
~80%
10%-
15%
~5%
<5%
Overview / Comments
• Contribution varies, but is approximately 5% of baseline segment
profit.
• Can be meaningfully additive to baseline during periods of market
volatility and strong contango conditions (i.e., Baseline Plus)
• Hedge to protect and optimize margins
• In a contango market this provides counter-cyclical balance to our
lease gathering business
• Tankage leased from Facilities segment
• Represents less than 5% of segment cash flow
• Primarily rack sales that are back to back
• Minimal inventory requirements
• Entered business in early 2007 with a small acquisition
• Potential growth area – volumes and margins have more than doubled
since 2007
47
Lease Gathering Business ~80%

Largest Contributor to Baseline Marketing Cash Flow 10%-

15%

~5%
<5%
Ø We consider a large part of the business “Fee-Equivalent”
9 Provide dependable transportation services to our customers
9 Perform administrative services for our customers, including revenue distribution and
tax disbursement services (PAA cuts ~50,000 checks every month)
9 PAA size, past performance and investment grade credit rating a strong positive (as
producers extend gathering company ~50 days’ credit)

Ø Total crude oil lease gathering volumes ~ 630,000 b/d (including Canada)
9 >90% sold on similar floating basis as purchased
ƒ No outright price risk
ƒ Minimal margin risk, sales are managed against index average
9 <10% fixed bonus – managed by PAA to optimize profits
ƒ No outright price risk – risk is margin related
ƒ Margin exposure in contango market is mitigated by PAA ability to store
crude oil in a contango market
ƒ Upside exposure in backwardated markets
ƒ Significantly reduced these types of purchases over the last few years

48
 Potential Impact of Extended
Period of Economic Weakness
on PAA Business
Potential Impact on PAA of Selected Issues During
an Extended Period of Economic Weakness

Ø Decrease in the FERC Index (PPI + 1.3%)

Ø Domestic Production Declines

Ø Demand Destruction

Ø High / Low Oil Prices

Ø Acquisitions

50
Impact of Potential Decrease in FERC Index

Ø Minimal impact to PAA’s pipelines

9 Portion of pipelines protected by contractual agreements
with shippers
9 Generally PAA is not charging the maximum rate
9 Canadian pipelines are not subject to the PPI
9 Intra-state pipelines are not subject to the PPI

Ø Marketing margins would improve (due to lower

tariff costs)

51
Potential Domestic Production Declines

Ø Transportation Segment Impact

9 Lower volumes on gathering systems and Basin Pipeline
9 Higher volumes on Capline and Western Corridor System
9 Facilities Segment Impact
9 Increased demand for tankage to handle imports

Ø Marketing Segment Impact

9 Lower lease gathering volumes
9 Increased foreign import volumes

52
Potential Longer-Term Demand Destruction

Ø Transportation Segment
9 Lower pipeline volumes
9 Tariffs would be based on PPI
Ø Facilities Segment
9 Less demand for operational storage
9 Increased demand for contango/product storage as supply
would exceed demand
Ø Marketing Segment
9 Minor impact if prices stay at current to higher levels
9 Lower prices would negatively impact gathering volumes
and segment profit
Ø Expect to have favorable acquisition opportunities

53
$40 / $100 Crude Oil
Impact on PAA’s Operating / Financial Results
Area of Concern $40 Oil
Meaningful impact to No
PAA’s core cash flow? • Minimal commodity exposure /
some potential pressure on
margins
• Long-term scenario may
impact field production decline
rates
• Less pressure on operating
costs
• PLA hedged through 2012
Hedged inventory working Lower requirements
capital requirements
Domestic / Foreign Foreign business natural hedge
against domestic depletion
Conclusion: No material impact to PAA from either price environment
54
$100 Oil
No
• Minimal commodity
exposure / less pressure on
margins
• Long-term benefit to
domestic production
volumes
• More pressure on operating
costs
• PLA hedged through 2012
Higher requirements – but
level of activity at our option
Likely strong economic
environment – Foreign and
Domestic economies doing
well
Favorable Outlook for Acquisitions
Ø Less competition due to:
9 Higher entry barriers to MLP space
9 Limited access to/depth of equity/debt capital for non-IG MLP's
9 Increased focus of many IG MLP's on existing projects, core business
9 Higher cost of capital across the board
9 Less leveragability by private equity shops

Ø Increased importance of fundamental synergies to bridge

gaps
9 PAA’s broad asset base, business model and past experiences
represent a competitive advantage

Ø Reluctance of some sellers to deal with less established

buyers

Ø More attractive multiples / higher returns

9 May take time for non-distressed sellers to adapt

55
 Conclusions Regarding the Potential Impact on
PAA of Continued Adverse Economic Conditions
Ø PAA should benefit from:
9 complementary location of pipeline/storage assets
9 favorable tariff/storage rate protection
9 counter-cyclical balance of marketing activities
9 likely reduction in costs and expenses
9 conservative distribution practices
9 high level of liquidity

Ø If the current environment continues for 1-2 years, organic growth will be
hindered, but referenced benefits will mitigate much of the adverse impacts
on baseline operations

Ø In an extended duration of the current environment (2+ years) or a more

severe environment, the referenced benefits will minimize the adverse
impacts and PAA is positioned with excess distribution coverage and
significant liquidity

Ø Although extended / severe economic conditions may result in low / no

growth, PAA’s solid financial positioning, business model and strategic asset
base should position the Partnership to take advantage of attractive
acquisition and consolidation opportunities and also disproportionately
benefit on a relative basis in the ensuing economic recovery

56
 Commercial Activities

John von Berg

Sr. Vice President, Commercial Activities
Purpose of Presentation

Ø Provide overview of Commercial Group

responsibilities and activities and how these
activities support and augment PAA’s baseline
Marketing cash flow

Ø Highlight a sample of the tools and strategies

utilized by the Commercial Group to lock-in margins
and preserve upside potential

Ø Provide overview of risk controls that govern

commercial activities

58
Commercial Group Responsibilities Within
Marketing Segment

Sr. Vice President

Commercial Activities

Crude Grade,
Foreign Crude Refined Products
Location and Time Merchant Tankage
Import Business Marketing
Differentials

59
Commercial Group Responsibilities
Supporting “Baseline”; Contributing to “Baseline Plus”

Ø Majority of Baseline Marketing segment contribution is

comprised of natural margin provided by logistical services
performed for producers and refiners

Ø PAA Commercial Group supports Baseline Marketing segment

margin by
9 Managing risk inherent in baseline business
9 Locking-in margin
9 Minimizing downside exposure “Baseline Plus”
Cash Flow

Ø PAA commercial activities play

role in “Baseline Plus” performance by
9 Preserving & capturing upside potential
a s h Flow”
ine C
9 Optimizing assets “Basel

60
Optimizing An Asset Rich Company

Ø We reduce exposure and optimize assets by

allocating our assets to protect against and benefit
from market conditions
9 Allocation requires us to take a view of the market relative to
our business plan
9 Allocation and optimization process does not generate
losses, but rather locks in profits and determines how much
upside opportunity we retain
ƒ Not a question of if we are going to make money – just
how much we are going to make
9 We do not speculate on commodity prices

61
 Business Model Inputs For Commercial
Activities
ASSETS
Ø ~630,000 bbls/day of Lease
Production
Ø ~12 MMbls of working capacity
tankage(1) currently leased to
Marketing group
Ø ~10 MMBbls of Linefill and
Long-Term Inventory
Ø Extensive fleet of trucks,
trailers and barges
KNOWLEDGE
Ø 10 key employees within
commercial group with >250
years of combined
experience
Ø Extensive understanding of
crude markets (location,
grade and time spread
risks), resources and
financial instruments
available to mitigate these
risks
CAPITAL
Ø $525 Million Annual
Committed Hedged
Inventory Facility
Ø $1.6 Billion Revolving Credit
Facility
Ø Investment in ~10 MMBbls of
Linefill and Long-Term
Commercial Inventory
Activities
EXECUTION SKILLS
Ø Requires judgment to
position assets in
accordance with view of
location, grade and time
spread risks and to limit
downside exposure and
capture upside benefit from
market movements
62
(1) Shell capacity = ~14 MMBLS
Risks, Activities and Aspects of Marketing
Segment Managed by Commercial Team
Ø Crude Location, Grade & Timing Differentials
9 Operating costs (trucks, pipelines)
9 Tariff costs and PLA
9 Pricing (index, grade and location differentials)
9 Inventory

Ø Waterborne Foreign Purchases ~80%

9 Pricing differentials (Brent/WTI, CFD’s, LLS)
9 Freight
9 Measurement losses
9 Timing & volume of tankage
10%-15%
(Canada)
Ø Crude Oil Merchant Tankage
9 Tank utilization risk ~5%
9 Timing & volume of tankage <5%
Ø Refined Products Crude Oil Activity
LPG Marketing
9 Pricing differentials (grade and location differentials) Crude Oil Merchant Storage
Refined Products Marketing

Utilize NYMEX contracts as a risk management tool Note: LPG Marketing activities are conducted by Plains
Midstream Canada
Ø Transparent and available 24 hours/day
Ø Creditworthy counter-parties (or appropriate credit protection)
Ø Flexibility to close / re-establish positions
As an MLP that pays out a large percentage of its cash flow, PAA must understand
and mitigate the risks inherent in its business.
63
PAA Manages Risks to Meet its Business Plan

Producer Analogy:
Ø Producer is naturally long crude oil
Ø Producer has plan based on $60 per barrel crude oil
Ø Two strategies available to lock-in plan
9 Sell all oil outright for $65 per barrel
ƒ Locks-in $5 per barrel above plan, but caps upside
9 Buy $62 Put for $2 cost (realizes at least $60 per barrel)
ƒ Locks-in plan, and reserves upside

PAA Similarities:
Ø PAA is naturally long assets / infrastructure
Ø PAA does not have a producer’s price risk, but does
have location, time spread and utilization risk
Ø Use combination of strategies to lock-in profits and
retain upside

64
Tools/Strategies Used To Manage Risk &
Achieve Baseline or Baseline Plus Results
Market Environment
Ø Market Structure Ø Differentials Ø Supply/Demand
3 Backward 3 Basis 3 Product flows
3 Contango 3 Location 3 Disruptions of
logistics
3 Transition 3 Quality

Ø Ship / store / exchange product

Ø Optimize product quality
Ø Calendar time spread
PAA Tools / Strategies
Ø Calendar time spread option
(synthetic lease)
Ø Short, medium and long-term tank
strategies

65
 Example: Lease Gathering Business
“Fee-Equivalent” Contributor to Baseline

PAA PAA
Pipeline
Production Market Terminal
Area Hub

Wellhead Trucking Pipeline G&A Total * Sales

Price + Costs + Tariff + Cost = Cost Price Margin

Price $50.70 $0.60 $0.50 $0.20 $52.00 $52.50 $0.50

Cost
Known 3 3 3 3 3
NYMEX less Projected Projected
Margin location / from Tariff is from NYMEX
Locked? quality historical posted historical price
differential costs costs

*PAA also incurs cost to carry 10 mmbls of pipeline linefill to affect movements in owned and 3rd party pipelines.
66
PAA’s Commercial Activities Centered
on Optimizing Diverse Asset Base
 Example: Contango Margin
Capturing Incremental Value from Strategic Location of Assets
Step 1: Step 2: Step 3: Step 4:
PAA buys crude PAA receives the PAA stores the crude PAA delivers the
oil in Month #1 delivery of crude oil oil between the time of crude oil to a
and sells crude oil at its storage receipt and the time of customer or to a
in Month #2, location delivery counterparty as part
either from of the NYMEX
customers or on settlement process
the NYMEX

Pipeline PAA Pipeline

Customer Terminal Customer
or NYMEX or NYMEX
Monthly Monthly
Purchase In Total Sale in
+ Tank + Cost of =
Month #1 Cost Month #2 Margin
Lease Capital
Price $50.00 0.40 0.20 $50.60 $51.50 $0.90
Cost
Known
3 3 3 3
Margin Negotiated Hedged Hedged on
Purchased
long-term inventory NYMEX
Locked?
lease facility and simultaneous
PAA with purchase
revolver
68
 Example: Medium / Long-Term Tank Strategies
Using Time Spread Options to Maximize Value of Tankage
12 11 10 9 8 7 6 5 4 3 2 1

Ø PAA sells calendar time spread put option for 2011, $0.80$0.80$0.80$0.80$0.80$0.80$0.80$0.80$0.80$0.80$0.80$0.80
January/February
January/February
January/February
January/February
January/February
Spread:
January/February
Spread:
January/February
Spread:
Potential
January/February
Spread:
Potential
January/February
Spread:
Potential
Profit
January/February
Spread:
Potential
Profit
Outcomes
January/February
Spread:
Potential
Profit
Outcomes
January/February
Spread:
Potential
Profit
Outcomes
Spread:
Potential
of
Profit
Outcomes
Strategy
Spread:
Potential
of
Profit
Outcomes
Strategy
Spread:
Potential
of
Profit
Outcomes
Strategy
Spread:
Potential
of
Profit
Outcomes
Strategy
Potential
of
Profit
Outcomes
Strategy
Potential
of
Profit
Outcomes
Strategy
of
Profit
Outcomes
Strategy
of
Profit
Outcomes
Strategy
ofOutcomes
Strategy
of Strategy
of Strategy
of Strategy

StrikeStrike
Price
Strike
Price
= $(0.50)
Strike
Price
= $(0.50)
Strike
Price
= $(0.50)
Strike
Price
= $(0.50)
Strike
Price
= $(0.50)
Strike
Price
= $(0.50)
Strike
Price
= $(0.50)
Strike
Price
= $(0.50)
Strike
Price
= $(0.50)
Strike
Price
= $(0.50)
Price
= $(0.50)
= $(0.50)

which consists of one option on the spread between

$0.60$0.60$0.60$0.60$0.60$0.60$0.60$0.60$0.60$0.60$0.60$0.60

PAA Profit per Barrel

PAA Profit per Barrel

PAA Profit per Barrel

PAA Profit per Barrel

PAA Profit per Barrel

PAA Profit per Barrel

PAA Profit per Barrel

PAA Profit per Barrel

PAA Profit per Barrel

PAA Profit per Barrel

PAA Profit per Barrel

PAA Profit per Barrel

$0.40$0.40$0.40$0.40$0.40$0.40$0.40$0.40$0.40$0.40$0.40$0.40
$0.20$0.20$0.20$0.20$0.20$0.20$0.20$0.20$0.20$0.20$0.20$0.20
$0.00$0.00$0.00$0.00$0.00$0.00$0.00$0.00$0.00$0.00$0.00$0.00

each two-month period in the year* (12 options total; ($0.20)

($0.20)
($0.40)
($0.60)
($0.20)
($0.40)
($0.60)
($0.20)
($0.40)
($0.60)
($0.20)
($0.40)
($0.60)
($0.20)
($0.40)
($0.20)
($0.40)
($0.60)
($0.20)
($0.40)
($0.60)
($0.20)
($0.40)
($0.60)
($0.20)
($0.40)
($0.60)
($0.20)
($0.40)
($0.60)
($0.20)
($0.40)
($0.60)
($0.40)
($0.60)
($0.60)

Jan/Feb spread, Feb/Mar spread, etc.).

($0.80)
($0.80)
($0.80)
($0.80)
($0.80)
($0.80)
($0.80)
($0.80)
($0.80)
($0.80)
($0.80)
($0.80)
($1.00)
($1.00)
($1.00)
($1.00)
($1.00)
($1.00)
($1.00)
($1.00)
($1.00)
($1.00)
($1.00)
($1.00)

($1.30)

($1.30)
($1.20)
($1.30)
($1.20)
($1.10)
($1.30)
($1.20)
($1.10)
($1.00)
($1.30)
($1.20)
($1.10)
($1.00)
($0.90)
($1.30)
($1.20)
($1.10)
($1.00)
($0.90)
($1.30)
($0.80)
($1.20)
($1.10)
($1.00)
($0.90)
($1.30)
($0.80)
($1.20)
($0.70)
($1.10)
($1.00)
($0.90)
($1.30)
($0.80)
($1.20)
($0.70)
($1.10)
($0.60)
($1.00)
($0.90)
($1.30)
($0.80)
($1.20)
($0.70)
($1.10)
($0.60)
($1.00)
($0.50)
($0.90)
($1.30)
($0.80)
($1.20)
($0.70)
($1.10)
($0.60)
($1.00)
($0.50)
($0.90)
($1.30)
($0.40)
($0.80)
($1.20)
($0.70)
($1.10)
($0.60)
($1.00)
($0.50)
($0.90)
($0.40)
($0.80)
($1.20)
($0.30)
($0.70)
($1.10)
($0.60)
($1.00)
($0.50)
($0.90)
($0.40)
($0.80)
($0.30)
($0.70)
($1.10)
($0.20)
($0.60)
($1.00)
($0.50)
($0.90)
($0.40)
($0.80)
($0.30)
($0.70)
($0.20)
($0.60)
($1.00)
($0.10)
($0.50)
($0.90)
($0.40)
($0.80)
($0.30)
($0.70)
($0.20)
($0.60)
($0.10)
($0.50)
($0.90)
($0.40)
($0.80)
($0.30)
($0.70)
($0.20)
($0.60)
($0.10)
($0.50)
($0.40)
($0.80)
($0.30)
($0.70)
($0.20)
($0.60)
($0.10)
($0.50)
($0.40)
($0.30)
($0.70)
($0.20)
($0.60)
($0.10)
($0.50)
($0.40)
($0.30)
($0.20)
($0.60)
($0.10)
($0.50)
($0.40)
($0.30)
($0.20)
($0.10)
($0.50)
($0.40)
($0.30)
($0.20)
($0.10)
($0.40)
($0.30)
($0.20)
($0.10)
($0.30)
($0.20)
($0.10)
($0.20)
($0.10)

($0.10)
$0.00

$0.00
$0.10
$0.00
$0.10
$0.20
$0.00
$0.10
$0.20
$0.30
$0.00
$0.10
$0.20
$0.30
$0.00
$0.10
$0.20
$0.30
$0.00
$0.10
$0.20
$0.30
$0.00
$0.10
$0.20
$0.30
$0.00
$0.10
$0.20
$0.30
$0.00
$0.10
$0.20
$0.30
$0.00
$0.10
$0.20
$0.30
$0.00
$0.10
$0.20
$0.30
$0.10
$0.20
$0.30
$0.20
$0.30

$0.30
Ø The strike price for each option is $(0.50) per barrel Monthly
Monthly
Monthly
Prompt
Monthly
Prompt
Spread
Monthly
Prompt
Spread
Monthly
Prompt
per
Spread
Monthly
Prompt
Barrel
per
Spread
Monthly
Prompt
Barrel
per
Spread
Monthly
Prompt
Barrel
per
Spread
Monthly
Prompt
Barrel
per
Spread
Monthly
Prompt
Barrel
per
Spread
Monthly
Prompt
Barrel
per
Spread
Prompt
Barrel
per
Spread
Prompt
Barrel
per
Spread
Barrel
per
Spread
Barrel
per Barrel
per Barrel

(i.e., a spread of 50¢ contango between the two When each monthly spread
months). The monthly premium received by PAA is becomes prompt, the potential
$0.70 per barrel. outcomes are as follows:
Ø Spread => $(0.50)
January/February Spread: Potential Profit Outcomes of Strategy Backwardation or Weak
Contango: Put not exercised;
$0.80
Strike Price = $(0.50) PAA keeps premium of $0.70
$0.60 per barrel less $0.40 per barrel
PAA Profit per Barrel

$0.40 tank lease(1) (essentially

$0.20 creating synthetic lease; no
$0.00 working capital). Marketing
($0.20) segment profit of $0.30 per
($0.40)
Tank Utilized; Tank Unutilized; barrel.
Working capital employed Working capital = $0 Ø Spread < $(0.50) Stronger
($0.60)
($0.80) Contango: Put exercised; PAA
($1.00)
receives the $0.70 per barrel
premium and makes the $0.50
($1.30)

($1.20)

($1.10)

($1.00)

($0.90)

($0.80)

($0.70)

($0.60)

($0.50)

($0.40)

($0.30)

($0.20)

($0.10)

$0.00

$0.10

$0.20

$0.30
per barrel contango (100%
hedged) less TVM and storage
Monthly Prompt Spread per Barrel costs of $0.60 per barrel. Profit
of $0.60 per barrel.
* For each two-month period, the spread equals the price of a barrel of oil for delivery in the earlier month minus the price of a
barrel of oil for delivery in the later month (e.g., January minus February). A negative spread indicates a contango market and a
positive spread indicates a backwardated market. (1) $0.40 per barrel tank lease represents revenue to facilities segment.
69
PAA Commercial Activities Governed by
Comprehensive Risk Management Policy

Ø Risk Management policy governs various aspects of

commercial activities including physical purchase
and sale transactions as well as the use of
futures/options/derivative instruments
9 Prescribes defined limits for certain transaction types
9 Prohibits outright speculation on commodity prices
9 Provides allowance for routine inventory balancing
9 All positions are around a hard asset or a purchase or sale
contract

Ø Comprehensive risk compliance reports sent daily to

executive management

70
Commercial Activities Take-Away Points
Ø Commercial Activities support “baseline” marketing
profitability and help enable “baseline plus” performance

Ø Supported by significant asset base

Ø Minimal risk to changes in the outright price of the

commodity
9 Limited to ongoing inventory balancing

Ø No equity at risk
9 Only locking-in margin and preserving upside when possible
9 Downside is opportunity value given up by locking-in margins
according to business plan

Ø Governed by comprehensive risk management policy

71
Page Intentionally Left Blank
 U.S. Capital Projects Overview

Mark Gorman
Sr. VP, Operations & Business Development
 Capital Project Environment: Rapid Industry
Growth Caused Escalating Costs
MLP Organic Growth Spending(1) PAA Organic Growth Spending
(2001 – 2008) (2001 – 2008)
(dollars in millions) (dollars in millions)
$20,000 $600

$500
$16,000

$400
$12,000
$300
$8,000
$200

$4,000
$100

$0 $0
2001 2002 2003 2004 2005 2006 2007 2008 2001 2002 2003 2004 2005 2006 2007 2008
(1) Source: Wachovia Capital Markets

Ø Capital investment for organic growth projects, both across the industry
and at PAA, has increased dramatically
Ø The increased activity, which was exacerbated by the impacts of several
Gulf Coast hurricanes, led to increased costs and reduced access to
experienced construction resources
Ø During this time period, PAA employed an alliance “time and materials”
agreement to ensure access to construction resources
Ø Despite certain favorable contract terms, PAA still experienced some
notable cost pressures
74
 Capital Project Environment: Recent Conditions
Showing Signs of Improvement

Ø Due to economic slow-down, cost pressures have eased and

experienced construction resources have become more available
Ø Contractors showing signs of being “hungry” again and have been
more aggressive on pricing
Note: IHS/CERA Downstream Capital Costs Index from “Capital Cost Analysis Forum – Downstream: 1Q
2009 Market Update” dated May 1, 2009.
75
PAA Positioning Relative to Changing Market
(Current environment has eased some industry cost pressures)

Ø Virtues of PAA’s capital program have enabled PAA to benefit from

recent decreases in costs
9 Composed of larger number of smaller projects (No multi-year, multi-billion
capital projects)
ƒ Can be scaled according to environment (2009 program represents
~30% decrease from previous years)
ƒ Generally shorter permitting & construction times (typically 12-24
months)
ƒ Mitigates impact of a cost overrun or time delay on any one project
(portfolio effect)
ƒ More ratable (versus lumpy) cash flow build-up
9 Many projects are expansions of existing storage facilities
ƒ Easier (than long-haul pipelines) to assess construction risks; known
geography and terrain, enabling more “fixed-price” type contracts

Ø We have canceled alliance agreement and now require fixed price bids
9 As a result, Cushing Phase VII, St. James Phase III and Patoka Phase II have
benefited materially from decreased costs resulting from increased bid
competition

76
PAA Has Focused On Strengthening Its Project
Development Process
Ø Developed a more comprehensive project development process to help
ensure more consistent execution of project construction within cost,
timing and design expectations due to
9 Ramp-up in organic growth investment
9 Resulting cost pressures
9 Continued focus on organic growth

Ø Addressed in mid-2008 by integrating pipeline / terminal commercial

groups, engineering and operations under one senior VP
9 Commercial: develops project economics for new facilities, revenue growth at
existing facilities or process improvements that reduce costs
9 Engineering: design, permit, procure and construct facilities
9 Operations: start-up and test facilities, on-going operations

Ø Under project development process, projects are evaluated and classified

based on cost, timing, complexity and various other metrics
9 Project classification determines necessary level of advance planning,
coordination and project oversight

77
PAA Project Development Process
Illustration of Project Classification Matrix
Class I Class II Class III
Cost < $1 MM $1 – 15 MM >$15 MM
Technology Routine New application within Cutting Edge
PAA of established
technology
Complexity No impact to facility Minimal impact to Significant impact to facility
or 3rd Party facility or 3rd Party or 3rd Party
Schedule No economical time Limited flexibility in Project success dependent
constraints project schedule upon scheduled deadline
Interdependence Internal project Dependent on Dependent on uncooperative
cooperative 3rd Party 3rd Party
Permitting None Modify existing or Complex, lengthy, public
straightforward comment
Community None (Inside Fence) Some Opposition likely
Impacts
EHS Risk No risk Some risk Significant risk

Sensitivity Hurdle rate if Hurdle rate if overspent Hurdle rate if overspent by

overspent by by 25% 10%
50%

78
PAA Project Portfolio
PAA’s Sizable Portfolio of Organic Projects Provides
Foundation for and Visibility of Future Growth
Ø PAA’s current portfolio of organic growth projects includes:
9 2009 capital program of $350 million
9 Additional portfolio of ~$300 - $600+ million of projects

Ø Additional portfolio projects are in various stages of development

9 Engineering
9 Customer discussions / negotiations
9 Permitting

Ø Projects generally are not included in announced capital program

until project AFE is approved

Ø Not all current portfolio projects will advance to final

construction; however, PAA is continuously in discussions with
customers for new capital investment opportunities

81
2009 Capital Program
Weighted Towards Storage Projects
Excerpt from May 6, 2009 Form 8-K (dollars in millions)

St. James Phase III (1) $ 85

Rangeland Tankage and Connections 35
Kerrobert Pumping Project 34 Ø Diversity of PAA
project portfolio
Cushing Phase VII 29 mitigates impact of
Nipisi Storage and Truck Terminal 20 delays on any one
project
Patoka Phase II 20
Ø PAA Capital Program
Salt Lake City 14 highlighted by smaller,
scalable projects
Pier 400 13
Paulsboro 8
Other Projects (2) 92
Total Expansion Capital $ 350
(1) Includes a dock and condensate tanks. (2) Primarily pipeline connections, upgrades and truck
stations, new tank construction and refurbishing, and carry-over of projects started in 2008.

82
Location of Major U.S. Capital Projects

Paulsboro

Patoka

Pier 400
Cushing

St. James

83
 Cushing Phase VII
Continuing to Expand our Flagship Facility
Keystone
Ø 2.3 MMBbl Phase VII – $40 million
9 4 – 570,000 barrel tanks Osage COP PAA

9 To be in service in 2Q 2010 Spearhead

SEM
9 Increases PAA’s total capacity to 13.1 BP
MMBbls Ozark
PAA (3)
W Tulsa
Ø Per barrel costs have come down by
Sun
>20% versus original AFE COP

Ø Expansion supported by long-term Cushing

COP
leases with large refiner
SEM
Ø Refiners use Cushing tankage primarily
for operations (therefore need tankage
Sun
regardless of market structure) PAA (Red River)
OXY
Ø Tankage provides refiners ability to
stage barrels for ratable refining runs & OXY
Seaway
pipeline deliveries
PAA (Basin)

Inbound pipelines
Outbound pipelines
Note: Pipelines shown are to Cushing hub and may not be directly connected
to PAA facilities. Proposed or Announced

84
 St. James Phase III – Dock & Condensate Storage Capacity
Leveraging Strong Positioning
Ø Phases I & II
XOM (3) Capline Marathon
9 ~6 MM barrels of crude oil capacity
(PAA) Shell
9 Manifold & header system capable of receiving
and delivering at main line rates SPR /
Shell
St James Miss.
Ø Phase III: Mississippi River Dock & River
Condensate Storage – ~$131 Million Ship Shoal
Shell XOM Loop /
9 Dock to accommodate 2 barges and 1 ship Locap
(room to construct an additional ship bay)
Inbound pipelines
ƒ Dedicated crude & condensate Outbound pipelines
manifolding, pre-built for additional Inbound/Outbound pipelines
products
ƒ Expected in service 4Q09
9 900K bbls condensate storage ( 3 – 300k bbl Canadian
tanks) to be in service 2Q10
Crude Diluent
9 Expect condensate to be received at St. James,
transported up Capline, into Patoka and on to
Canada for diluent
Ø Expansion Capabilities Patoka
9 Only ~163 acres of >1,850 acres utilized by
current operations & expansions US/Foreign
Crude St. James
9 Given strategic land position with river access
and proximity to railroad, believe that there Diluent
may be additional expansion possibilities Note: Pipelines shown are to St. James hub and
85 may not be directly connected to PAA’s facility.
Patoka Terminal – Fundamental Drivers
Ø We believe that new supply patterns will transform Patoka from a pipeline
intersection to an important market hub/trading location

Ø Third-party storage capacity at Patoka = ~12 MMBbls

Southern
Lights
Ø New pipeline projects to/from Patoka require Mustang

additional operational storage Southern Access

Chicap
9 Keystone (24” lateral from Wood River) Keystone Marathon (3)
9 Southern Access
Capwood
9 Southern Lights
Patoka
WoodPat
Ø Significant influx of new crude grades requires
XOM Marathon
tankage for segregation & blending
9 Heavy bitumen from Canada Capline

9 Synthetic grades
9 Condensate for Southern Lights Inbound pipelines
Outbound pipelines
Proposed or Announced
Ø New expansions potentially used for:
9 Segregating crude grades
9 Custom blending for refinery requirements
9 Staging batches
9 Market structure (Contango)
Note: Pipelines shown are to the Patoka hub and may not be directly connected to PAA’s facility.
86
 PAA Patoka Facility Phases I & II
Southern
Ø Phase I -- $89 million total cost Mustang Lights
9 2.8 million bbls of crude oil capacity Southern Access Chicap
9 3 – 670,000 barrel tanks
Marathon (3)
9 2 – 400,000 barrel tanks Keystone
9 Majority leased to 3rd parties Capwood (PAA)
9 In service Q1 2009 Patoka
WoodPat
Ø Phase II -- $25 million total cost XOM Marathon
9 600,000 bbls of condensate tankage
Capline (PAA)
9 2 – 300,000 barrel tanks
9 Supported by long-term 3rd party lease
agreement
9 Projected in-service 2Q 2010 Canadian
Crude Diluent
Ø Highly flexible
9 Pipeline connected to PAA terminals at St.
James, Cushing, Edmonton & Kerrobert
9 Able to receive and deliver at line rates Patoka
Ø Designed for expansion US/Foreign
9 Sufficient land position Crude
Inbound pipelines
9 Oversized manifold Diluent
Outbound pipelines
Note: Pipelines shown are to Patoka hub and may not Proposed or Announced
be directly connected to PAA’s facility. 87
Paulsboro, NJ Terminal
Ø Refined Product Tank Expansion – $44 million total cost
9 8-tank expansion for total of 1 million additional barrels of capacity
9 Placed 450,000 barrels into service during 4Q08 and placed final
550,000 barrels into service during 2Q09
9 Increased PAA’s total storage capacity in the Philadelphia area to
~4 MMBbls

88
Pier 400 Project – Still out there, but….
Ø Deep water berth, will accommodate ULCC vessels with ~2 million
barrel cargos, up to 4 million barrels of drain-dry storage. Initial
throughput capacity of up to ~350,000 barrels per day based on current
emission levels.
Ø Project initiated by Pacific in 2003. Achieved major milestone in
November 2008, by obtaining approval of EIR / EIS. In April 2009, LA
City Council ratified the EIR. One objection still under appeal.
Ø Added costs and uncertain economy will likely slow down further
advancements, absent compromises (redesign of facility, reduce cost,
increased cost sharing of customers / port).
Ø Will continue to advance efforts,
but shifted project to potential
status in early 2008 (vs. planned
status). Continue to believe it is Project Tanks
Berth 408

a when – not if – project. Pier 400

Maersk

2.3 miles

San Pedro

89
 Capital Projects To Be Placed In Service Over
Multi-Year Period, Providing Growth Visibility
Major Projects 2008 1H2009 2H2009 1H2010 2H2010 2011 & Beyond

Cushing Phase VI In Service

Ft. Laramie In Service
West Hynes Expansion In Service
Patoka Phase I In Service
Salt Lake City Expansion In Service
St. James Phase II In Service In Service
Paulsboro Tankage (1) In Service In Service
Kerrobert Expansion 3
Edmonton Expansion 3
Gas Storage JV (1,3) In Service In Service 3
St. James Phase III (2) 3 3
Patoka Phase II 3
Cushing Phase VII 3
Martinez Terminal In Service 3 3
Pier 400 3
Future Projects 3
Note: PAA’s capital program is composed of numerous other projects in addition to those listed above. (1) Project coming
in service in stages. A portion of the storage capacity attributable to these expansions is in service. (2) Project includes a
dock and condensate tankage, coming in service in stages. (3) Includes 24 BCF at the PAA/Vulcan Pine Prairie natural gas
storage facility, the first ~14 BCF of which is online, with additional capacity expected to come into service in stages
through 2010. Cash flow in the joint venture is expected to be initially used to fund ongoing construction costs and
reduce project debt.
90
Take-Away Points
Ø In recent years, the industry and PAA have grappled with higher
costs and reduced resource availability, but we are finally seeing
signs that conditions are improving

Ø PAA’s has a sizeable project portfolio that is favorably positioned

relative to changing market conditions, which we believe is a
competitive advantage
9 Scalable portfolio of diverse projects
9 Flexibility to adapt to changing economic and financial market conditions
9 Not committed to multi-year, multi-billion dollar projects

Ø PAA has implemented a more comprehensive project development

process designed to more efficiently bring projects online within
targeted cost and time parameters

Ø PAA’s current projects are supported with third-party agreements,

are progressing as planned and provide visibility for growth over the
next several years

91
Page Intentionally Left Blank
Plains Midstream Canada
Strategically Positioned
for Continued Success

Dave Duckett
President
Discussion Outline

Ø Plains Midstream Canada: Overview

9 History, growth, performance

Ø Crude Oil Business

9 Assets & growth projects / opportunities

Ø LPG Business
9 Assets & growth projects / opportunities

94
Plains Midstream Canada: Overview
Ø 2001 PAA acquisition of Canadian marketing and transportation
assets of Murphy Oil Company Ltd. (primarily fee-based assets)
and CANPET Energy Group (primarily entrepreneurial
management) formed subsidiary now operated as:
Plains Midstream Canada (PMC)
Ø PMC’s strengths:
9 Operationally flexible, strategically located assets
9 Predominantly fee-based
9 Proven business model and proven management
9 Safe, reliable, experienced operator
9 Focused on creating and sustaining excellence in core competencies
9 Extensive crude oil and LPG marketing experience
9 Favorably positioned for future growth

Ø Since 2001:
9 $1.8 billion cumulative CAPEX
9 10-fold increase in adjusted EBITDA
9 Increased percentage of fee-based revenues

95
PMC Significant Growth in Assets since 2001
Driven by Organic Projects and Acquisitions

2001 2009*

Crude Oil
Pipeline (active miles) ~800 ~2,900

Crude Oil Tankage (barrels) 1.3 MM 3.8 MM

~75% of
adj.
Crude Oil Pipeline Volumes 180 mbpd 487 mbpd EBITDA
Truck units 72 Trailers 243 Trailers
1 Truck
LPG

LPG Storage (barrels) 0.005 MM 9.2 MM ~25% of

LPG Railcars (leased) 150 ~1,700 adj.
EBITDA
Truck units 6 Trailers 98 Trailers
85 Trucks

Employees

Calgary Office 61 Calgary Office 313

Field (Canada) 47 Field (Canada) 194
(U.S.) 22 (U.S.) 298
Total 130 Total 805

*As of March 31, 2009

96
PMC’s Strategic Crude Oil Pipeline Position
Enbridge

ALBERTA PMC Assets Highlighted By:

Rainbow
SASKATCHEWAN
Ê Fee-based revenue stream
Ê Location in key producing regions
Pembina Ê Strong competitive positioning
en
lv Athabasca
Ca Oilsands Ê Supply growth areas provide
offset to areas of production
Trans
Mountain
(KM)
IPF decline
Edmonton
Pembina Joarcam

Manito

IPF
IPF
Enbridge
KM
Rangeland
Plains pipeline
Regina Wapella MANITOBA 3rd party pipeline
South Sask Wascana
Milk River

97
PMC Crude Oil Facilities
Enbridge

ALBERTA PMC Asset Highlights:

Rainbow SASKATCHEWAN
Ê Handle multiple product types
Ê Many facilities located along PMC
Pembina Red Earth pipelines providing greater
lv
en Athabasca accessibility
Ca Oilsands
High Prairie Atlantis
Ê Flexible transportation
Trans
Mountain IPF
alternatives (rail, truck, pipeline)
(KM)
Edmonton
at certain facilities enhance
Marshall
Pembina Joarcam
Manito profitability
Hardisty Unity
Rimbey
Kerrobert
Sundre
Central Alberta IPF
Enbridge
IPF
KM Fractionation Facility
Rangeland Rail Terminal
Red Jacket Truck Terminal
Cantuar Regina Wapella MANITOBA Rail and Truck Terminal
Milk River Gull Lake South Sask Plains pipeline
Wascana
Milk River Cromer 3rd party pipeline
Midale

98
Crude Oil Growth Opportunities
Ø Well positioned for continued organic growth and
acquisitions
Ø Valley Pipeline acquisition April 2009
Ø Completed $687 million Rainbow Pipe Line acquisition
in May 2008
9 Performing in line with expectations; pursuing organic growth
projects identified at purchase
ƒ Q4 2008 Westlock Truck Terminal expansion completed
ƒ Q1 2009 Cal Ven Diversion project completed
ƒ Nipisi Terminal
ƒ Diluent Return Line (potential project)

Ø Other Organic Growth Projects/Initiatives:

9 Manito: Kerrobert Pumping Project
9 Rangeland: Storage, Connections, Expansion Laterals
9 Increasing Efficiency of Existing Capacity

99
 Rainbow: Nipisi Terminal Project

Ø ~$18 million total cost

Ø Expected in service in Q4 2009
Ø Construct truck and storage
terminal along Rainbow Pipeline
System to provide:
9 Raw Heavy Crude Blending
9 Condensate Marketing
9 Blended Heavy Terminalling
9 Diluent Supply
Ø Future expansion potential from
related projects
9 Crude Oil Treater
9 Rainbow Diluent Return Line

100
 Rainbow: Diluent Return Line
Potential project in early stages of development
Cadotte Station Wabasca

Diluent return line identified at

s

Ø
Creek

Red Earth
time of acquisition as a medium-
n
Go l d e
Three

en
term upside project
Ra
L. Buffalo

lV
in

Ca
owb

Seal P/L
Ø Potential to replace trucked
Pelican Lake
Utikuma Station Nipisi diluent volume of ~43 mbpd
Ø Development contingent on heavy
en

oil production and diluent

lV
Ca

Atlantis
demand
Mitsue Station

Flatbush Station
Proposed Diluent Line
ALBERTA
Ra
Ra

n
ve
in b

inb

Plains terminal
l
Ca
ow

ow

Plains truck terminal

Westlock Station Plains pipeline

Edmonton 3rd party pipeline

Edmonton

101
Manito: Kerrobert Pumping Project
Ø ~$43 million total cost
Ø Expected in Service
Q4 2009
Ø Kerrobert Terminal is
PMC’s largest storage
asset with ~1.7 million
barrels of storage
capacity
Ø Project entails
constructing
additional receipt and
delivery flexibility to
pump into storage and
Enbridge at line rates
Ê Will provide access to multiple Western Canadian grades of
heavy crude oil, enabling significant additional flexibility and
supply diversity
102
Rangeland: Storage, Connections, Expansion Laterals
Ø Total Cost: ~$48 million Edmonton

P/L
Ø Modifications, upgrades and

PL
MA
expansions to Rangeland system
including:
Sundre
Ø Sundre Piping Modifications
Harmattan
9 Tanks to be reconfigured to maximize

Rangeland
operations and marketing storage
9 Expected in Service: Q3 2009 Madden

Cre
mo
Edmonton Storage

aPn
Ø

/L
ALBERTA
9 Construct additional 240,000 bbl of crude oil
storage capacity Calgary

9 Expected In Service: Early Q4 2009

Ø Expansion Laterals Edmonton

9 Construction of a 6” condensate and 4”

butane pipeline from Harmattan, AB to
Plains truck terminal
Sundre, AB Calgary
Plains pipeline
9 Proposed construction of a 6” condensate Expansion lateral
pipeline from Madden, AB to Harmattan, AB Proposed expansion lateral
3rd party pipeline
103
 Increasing Efficiency and New Construction Provide
Significant Capacity to PMC Commercial Crude Storage

Alberta
Saskatchewan

Nipisi – 49 k
TOTAL COMMERCIAL STORAGE*
Atlantis – 104 k
Current Storage 1,082,000
Kerrobert – 774 k
Expansion Storage 345,000
Kerrobert – 186 k
Edmonton – 59 k Conversion Storage 331,000
Edmonton – 192 k
YE 2009 -- 1,758,000
Sundre – 88 k

Sundre – 43 k Calgary Regina – 43 k

Regina – 165 k

Cantuar – 55 k

*Based on working capacity

104
LPG Business Strategy
Ø Overview
9 Inefficient market – similar to crude oil market
9 Logistical assets/flexibility – storage, pipeline and truck/rail cars
9 Opportunity to capitalize on regional supply/demand imbalances (caused by
weather, refinery upsets, seasonal rotation) utilizing inventory and logistical
assets
9 Dual purpose facilities (both Propane & Butane)
Ø Propane
9 Wholesale focus
9 Demand based business model – hub and spoke distribution system
9 Volume and margins – lock in margin up front on base business
Ø Butane
9 Supplying refineries for gasoline blending and diluent for heavy oil
(primarily in Canada)

105
Propane Marketing Overview

Ø Product purchased in bulk and sold in small lots

to wholesalers/retailers

Ø PMC storage capability key to meet seasonal

demand

Ø Many small customers results in very diversified

credit exposure

Ø Very flexible transportation logistics with multiple

transportation methods utilized (pipeline, truck
and rail)

106
 PMC’s LPG Facilities Favorably Located Near
Major Population Centers

Grande Prairie
AB

Seattle WA

Portland OR Upper
Peninsula MI Manchester NH
Grand
Rapids MI
Philadelphia PA
Moline IL
Conway Davenport IA
KS
Bakersfield CA

San Pedro CA Tulsa Charlotte NC

Caverns OK
Phoenix AZ
Terminals
Cold Storage
Fractionation Mont Belvieu TX
POPULATION CENTERS
Third-Party
Market Hub 107
Butane Marketing Overview
Ø Shafter fractionator in Bakersfield, CA key supply
source

Ø Transportation logistics key to meet both refiner

demand and to supply diluent for heavy oil
9 Trucks and rail are widely used

Ø Seasonal demand for refiners handled through

storage – frequently storage facilities handle
both propane and butane

Ø Heavy oil pipeline operators like PMC have

natural demand base

108
LPG Growth Opportunities
Ø Acquisitions / Internal growth
Ø Internal Growth Projects ~$12 million
9 Shafter expansion (California)
ƒ Liquefied hydrogen tank to process high olefin butane (Q3 2009)
ƒ Reactivate existing V-3 column (Q1 2010)
9 Harmattan C3 Batching Project (Alberta)
ƒ Expand product slate to include propane from Harmattan gas plant to
Keyera Rimbey pipeline to increase HVP pipeline utilization. (Q2 2010)

Ø Our growth strategy includes expanding:

9 Customer base
9 Geographical footprint
9 Strategic assets

109
PMC Outlook and Conclusion

Ø PMC has grown significantly over the years

Ø PMC believes there are numerous growth

opportunities within Canada

Ø PMC has solid strategic positioning for further

growth in Canadian crude oil as well as Canadian
and U.S. LPG markets.
9 We continue to actively pursue both acquisition and
organic investment opportunities

110
Page Intentionally Left Blank
Financial Growth Strategy
& Risk Management
Al Swanson
Senior VP & CFO
Disciplined Financial Growth Strategy
Ø Fund growth capital with at least 50% equity and excess cash flow
Ø Target a credit profile of:
9 LT Debt / Book Capitalization Ratio ~ 50%
9 LT Debt / Adj. EBITDA Multiple ~ 3.5x
9 Adj. EBITDA / Interest Multiple > 3.3x
9 Total Debt / Book Capitalization Ratio ~ 60%

Ø Achieve and maintain mid-to-high “BBB / Baa” credit ratings

Ø Maintain significant liquidity
Ø Prudently manage our interest rate exposure and debt-maturity
profile

We separately maintain a comprehensive and

effective set of risk management controls

136
Strong Balance Sheet & Liquidity
As of March 31, 2009 (Dollars in Millions)

Balance Sheet Summary

Pro forma
3/31/09 3/31/09(1) 12/31/08
Total long-term debt 3,220 3,395 3,259
Partners' capital 3,740 3,740 3,552
Total book capitalization $6,960 $7,135 $6,811
Credit Stats & Liquidity Target
LT Debt / Book Cap 46% 48% ~50%
Total Debt / Book Cap(2) 50% ~60%
Adj. EBITDA / Interest(3) 5.3x >3.3x
LT Debt / Adj. EBITDA 3.3x 3.5x ~3.5x
Committed Liquidity $1.5 billion $1.8 billion
(1) Pro forma for $350 million April 2009 Sr. Notes offering, assumes repayment of $175 million of Sr. Notes due in August 2009. Committed liquidity of
$1.8 billion calculated prior to refinancing Sr. Notes. Proforma liquidity post retirement of $175 million of Sr. Notes is $1.7 billion. (2) Book
Capitalization in this instance includes 3/31/09 short-term debt balance of $594 million. (3) Calculated using actual adjusted EBITDA and interest
expense for the 1st Quarter 2009. Note: Adjusted EBITDA excludes selected items impacting comparability. Please see EBITDA reconciliations on our
website at www.paalp.com for further detail.
137
 Investment Grade Credit Rating Has Become
Increasingly Important
Yield of Select Bond Indices
Spread = ~550bps
25.0%

23.0%

21.0%

19.0%
Significant period
17.0% where HY had limited
Spread = ~200bps access to the market
Yield

15.0%

13.0%

11.0%

9.0%

7.0%

5.0%
Jan-07 Apr-07 Jul-07 Oct-07 Jan-08 Apr-08 Jul-08 Oct-08 Jan-09 Apr-09

BBB Index BB Index B Index

Source: Bloomberg (Merrill Lynch Fixed Income Indices)

138
 Execution of Financial Growth Strategy
Book Capitalization has increased over 900% since June 30, 2001
(in billions) Over this same time period, PAA has invested ~ $7 billion on
acquisition and internal growth capital investments.

$8.0 100%
$7.1
$6.8
$7.0

LT Debt / Total Book Capitalization

$6.0
$6.0 $5.6 75%
Total Capitalization

$5.0

$4.0 50%

$3.0
$2.3
$2.0
$2.0 25%
$1.3
$1.0
$1.0 $0.7

$- 0%
2001 2002 2003 2004 2005 2006 2007 2008 03/09
PF (1)
(1) Pro forma for April 2009 Sr. Notes offering, assumes retirement of $175 million of Sr. Notes due in August 2009.
139
 Timely Funding of Growth Capital
$210mm
Public

100% $160mm $1.0 $8,000

PIPE $300mm
billion
PIPE $600mm
Debt
Debt
90% $7,000
$100mm $1.0 billion $315mm
PIPE PPX Equity Public $350mm
$250mm
Debt
80% Debt
$6,000
$165mm $250mm
Public Public &
70%
PIPE
$5,000
$350mm $375mm
60% Debt PIPE
$150mm
PIPE $4,000
50%

$3,000
40%
3 acq.
Andrews Rainbow
totaling ~$73mm
Closed PPX PAA Internal Growth Capital: $2,000
30% ($MM)
Link
BOA/CAM/ 2004 $117
Capline ECI SemCrude HIPS 2005 $149
20% 2006 $332
$1,000
6 acquisitions
4 acquisitions 2007 $525
totaling ~$40 mm
Announced PPX totaling ~$123mm 2008 $491
2009(G) $350
10% $0
Q104 Q204 Q304 Q404 Q105 Q205 Q305 Q405 Q106 Q206 Q306 Q406 Q107 Q207 Q307 Q407 Q108 Q208 Q308 Q408 Q109

Cumulative Expansion Capital LT Debt to Total Capitalization

Note: 2009 Internal Growth Capital based on guidance as furnished in Form 8-K on May 6, 2009.
140
 Long-term Debt Maturity Profile
Pro Forma As of March 31, 2009 (1)
(dollars in millions)
Average Tenor: ~12 years
Percentage Fixed: 99%
Average Rate on Fixed Debt: 6.7%
$700
$600

$500

$400
$300

$200

$100
$0
2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2036 2037

Senior Notes Credit Facilities

No long-term debt funded on $1.6 billion revolver that matures in July 2012.

(1) Pro forma for April 2009 Sr. Notes offering and May 2009 termination of $60 million of swaps.
Also assumes retirement of $175 million of Sr. Notes due in August 2009 which are
classified as long-term as of March 31, 2009, due to ability and intent to refinance.
141
 PAA Liquidity Roll-Forward
(Amounts are directional – provided for illustration purposes only)
(dollars in millions)
2009 2010
Liquidity at Beginning Year $ 1,000 $ 1,200
Expansion capital expenditures (350) (200-300)
Acquisitions (60) -
Retirement of Senior Notes (175) -
Working Capital/other and Cash Flow in
Excess of Distributions 225 0-100
Unforcasted Contango Market
Opportunities - * -
Capital Market Activities:
Equity 210 -
Debt 350 -

Liquidity at End of Year $ 1,200 $900-$1,100

Note: Assumes that annual hedged inventory facility is extended, limited partner distribution held constant at current level
($3.62/unit annualized), inventory levels consistent with historical levels and commodity prices consistent with 1Q09 levels.
* PAA guidance does not assume a continuation of the contango market conditions through year-end 2009. Accordingly, if a
contango market does exist at year end 2009, assuming current price and inventory levels, ~$300 million will be reserved for
inventory and liquidity will be reduced by a similar amount. All other factors being equal, PAA’s financial performance will be
positively affected.
142
Steady Growth in Adjusted EBITDA

$977

AGR $887
C
31% $779

$511
$408

$252
$169
$110 $130

2001 2002 2003 2004 2005 2006 2007 2008 2009G

Note: EBITDA in graph excludes the impact of selected items impacting comparability, 2009 EBITDA
guidance based on midpoint provided in Form 8-K furnished on May 6, 2009.

143
 Demonstrated Ability to Grow Distribution
LP Distributions per Unit (1)

$3.90 GR $3.62
% CA $3.57
$3.60 8 .2 $3.36
$3.30 $3.00
$3.00
$ per Unit

$2.70
$2.70
$2.40
$2.40
$2.15 $2.20
$2.05
$2.10
$1.80
$1.50
2001 2002 2003 2004 2005 2006 2007 2008 Current ²
(1) Calculated by annualizing the November distribution per unit in each year
(2) As of the May 15, 2009 distribution payment.
144
Risk Management
Risk Management Overview
Ø Formal policy and procedures
9 Prohibits speculation
Ø Principal marketing activity is the physical purchase and
sale of crude oil, LPG, and refined products
9 Positions are substantially balanced
9 Tank strategies are supported by physical tank capacity
Ø Risk Management Committee comprised of senior
management
9 Formal reporting to Audit Committee on quarterly basis
Ø Extensive testing by internal audit and PWC
9 Substantial documentation and testing with SOX 404 certifications
Ø Engaged Big 4 firm to complete independent review of our
Risk Controls and Processes
9 Review confirmed risk controls are working effectively

146
Formal Discontinuance of Niche Trading –
Clarification of Controls Around Physical Imbalances
Ø Historical risk controls allowed for niche trading for up to a
500,000 barrel limit
9 Minimal usage or application – principally used for anticipatory
hedging around potential weather events (i.e. hurricanes, etc)
Ø Operational imbalances are normal – we purchase from
thousands of wells / producers – sell to small number of
customers / refiners
Ø In April 2009, we formally eliminated niche trading and
clarified the controls around inter-month operational
balancing
9 Our personnel are authorized to purchase or sell an aggregate limit of up to
800,000 barrels of crude oil and LPG relative to the volumes originally
scheduled for such month
9 Purpose is to manage risk as opposed to establishing a risk position
9 When unscheduled physical inventory builds or draws do occur, they are
monitored constantly and managed to a balanced position over a
reasonable period of time
147
 Management of Potential Physical Imbalances

Ê PAA purchases ~630,000 Bbls/d of crude from thousands of wells in numerous

geographic regions
Ê PAA schedules corresponding sale to refineries for fixed quantities
Ê Other marketing volumes (foreign, LPG, and refined products) total ~ 195,000 Bbls/d

Obligated to purchase 100% of daily volumes delivered Obligated to deliver fixed daily volume

Physical imbalances between purchases

and sales are generally minimal, but are
influenced by:
ƒ Weather (hurricanes, snow, etc.)
ƒ Producer drilling programs
ƒ Production declines
ƒ Operational downtime
ƒ Catastrophic event (fire, explosion,
etc.)

800,000 Bbl limit = <5% of monthly marketing

segment volume

148
Characteristics of PAA’s Use of Derivatives for Hedging

Ø Used to reduce or manage risk vs. create risk

Ø In a macro context, our derivatives are
9 Relatively short duration
9 Principally spread related vs. out-right price (other than inventory hedges)
Ø Preference to utilize exchanges (NYMEX or ICE) vs OTC
Ø Manageable margin requirements
9 Peak requirement was ~ $215 million
9 Normally $100 million or less
9 Variation margin resulted in no cash margin (ie return of cash) in 3 of last
4 quarter ends
Ø The valuation of open derivatives has ranged from an asset of $98
million to a liability of $12 million over the last 4 quarters (a period of
extreme price volatility)
9 Small relative to size of PAA – less than 2% of book capitalization

149
 PAA’s Five-Year Total Returns Have Exceeded the
MLP Index, Overall Markets and Majority of Peers
5-Yr Annual Total Return (2004-2009YTD)*

PAA AMZ Index DJIA S&P 500

14.4%
10.2%

-0.6% -1.4%

ETP SXL MMP PAA OKS KMP EPD TCLP NS BPL EEP TPP
26%

17%
16%
14%
12% 12% 12%
10% 10% 9%
7%
3%

Source: Bloomberg (Total Return function)

*Annual Total Returns based on trailing five year period ended 06/01/09.
Note: Includes all peer MLPs that were trading for entire period. (BPL, EEP, EPD, ETP, KMP, MMP, NS, OKS, SXL, TCLP, TPP)
150
Guidance, Segment Performance &
Distribution Coverage
Chuck Kingswell-Smith
VP & Treasurer
2009 Midpoint Guidance vs. 2008 Actual Results
2008 2009
Actual Guidance ¹

Adjusted Net Income ____________________ $ 472 $ 517

Adjusted EBITDA _______________________ $ 887 $ 977

Percentage increase 10%

Adjusted Diluted Net Income per LP Unit ___ $ 2.93 $ 2.92

Percentage decrease 0%

Distribution per LP Unit _________________ $ 3.50 $ 3.61 ²

Percentage increase 3%

Distribution coverage ___________________ 112% 111%

¹ Per midpoint guidance provided in Form 8-K furnished on May 6, 2009.

² Assumes an annualized $3.62/unit distribution rate for the remainder of 2009.

152
PAA Approach to Guidance Ranges

• Ranges are set based on reasonable expectations reflective of current

market read for near term quarter with a slight bias towards conservatism.
• Lower end assumes one or two negative developments.
• Mid-point assumes a stable market.
• High end assumes a few good things go our way.
• Guidance beyond near-term quarter typically reflects a “normal” market.
• Distributions are set on baseline performance with excess cash reinvested.

Conceptual Illustration of PAA’s

Ability to Capture Incremental
Returns During Volatile Markets

l i ne C as h Flow
Base
153
 PAA Routinely Provides Detailed Operating and Financial
Guidance and Reconciliations to Actual Performance
Excerpts from Guidance 8-K Furnished May 6, 2009
Consolidated Transportation
Results Mid-point
3,022 (000 Bbls/d)
$0.44/barrel

Facilities

Mid-point
$977
Marketing

Discussions of actual results to guidance mid-point are included in quarterly

conference calls.
154
 Business Model Reinforced By Performance vs. Guidance
PAA Has Delivered Predictable and Durable Results In All Types of Markets

29 Consecutive Quarters of Performance in Line with Guidance

$300 $300
Adjusted EBITDA ($MM)

Adjusted EBITDA ($MM)

$275 $275
$250 $250
$225 $225
$200 $200
$175 $175
$150 $150
$125 $125
$100 $100
$75 $75
$50 $50
$25 $25

2Q 9
1Q
2Q 2
3Q 2
4Q 2
1Q
2Q 3
3Q
4Q 3
1Q 3
2Q 4
3Q 4
4Q 4
1Q 4
2Q 5
3Q 5
4Q 5
1Q
2Q 6
3Q 6
4Q 6
1Q 6
2Q 7
3Q 7
4Q
1Q 7
2Q 8
3Q 8
4Q 8
1Q

09
0
0
0
02
0
03
0
0
0
0
0
0
0
0
0
05
0
0
0
0
0
0
07
0
0
0
0
08
0

(G
)(
1)
Guidance Range Historical Performance Projected Performance

NYMEX Crude Oil Prices Crude Oil Market Structure(2,3) Differentials to WTI (3)
$8 . 0 0
$4.00
Source: Bloomberg Financial (Domestic)
$135.00
$2.00
Backwardation $5. 0 0

$120.00 $2 . 0 0
$105.00 $0.00
- $1. 0 0
$ per Barrel

$ p er B arre l

$90.00 ($2.00)
- $4 . 0 0
$75.00
($4.00)
- $7. 0 0
$60.00
($6.00) - $10 . 0 0
$45.00
($8.00)
Contango - $13 . 0 0
$30.00

Jan-02

-02

Jan-03

-03

Jan-04

-04

Jan-05

-05

Jan-06

-06

Jan-07

-07

Jan-08

-08

Jan-09
$15.00 ($10.00)

Jul

Jul

Jul

Jul

Jul

Jul

Jul
1/2/2002
7/2/2002
1/2/2003
7/2/2003
1/2/2004
7/2/2004
1/2/2005
7/2/2005
1/2/2006
7/2/2006
1/2/2007
7/2/2007
1/2/2008
7/2/2008
1/2/2009

1/1/2002
7/1/2002

1/1/2003
7/1/2003

1/1/2004
7/1/2004

1/1/2005
7/1/2005

1/1/2006
7/1/2006

1/1/2007
7/1/2007

1/1/2008
7/1/2008

1/1/2009

M I D L A N D WT I LLS H LS
WT S EI C B ON I T O
P OS MARS

(1) 2Q09 (G) – based on mid-point guidance furnished via Form 8-K on 5/06/09. (2) Crude Oil Market Structure Chart does not include 9/22/08
data point on which the backwardated spread widened to over $11/barrel. (3) Source: Platts
155
 PAA Has Delivered Significant Growth in Baseline
EBITDA and Solid Performance vs. Annual Guidance (1)
$1,050 Performance exceeding
baseline guidance due to
favorable market, acquisitions
and/or increases in baseline
$900 performance

$977
$750
Adjusted EBITDA ($MM)

$887
$600
$779
$450
$300 $511
$150 $408
$252
$0
2004 2005 2006 2007 2008 2009G

Baseline Guidance (2) Performance Above Baseline Guidance Updated 2009 Guidance (2)

(1) Midpoint of annual guidance consists primarily of expected baseline performance, with the anticipated impacts of
favorable market conditions included only for near-term visibility that exists at the time guidance is prepared.
(2) Baseline guidance for 2004-09 periods based on the midpoint of annual guidance from February guidance 8-Ks.
Updated 2009 guidance based on the midpoint from 05/06/09 8-K.

156
 2009 Guidance –Segment Adjusted EBITDA Contribution
(dollars in millions, except per unit amounts)

% of % of
2008 Total 2009 (g) Total
Segment Adjusted EBITDA
Transportation $ 456 51% $ 482 49%
Facilities 156 18% 69% 203 21% 71%
Marketing 256 29% 289 30%
Other 19 2% 3 0%
$ 887 100% $ 977 100%
Volumes
Transportation (MBbl/d) 2,948 3,022
Facilities (MMBbl/M) 56 +10% 60
Incr.
Marketing (MBbl/d) 867 823

Segment Adjusted EBITDA ($/Bbl)

Transportation $ 0.42 $ 0.44
Facilities 0.23 0.28
Marketing 0.81 0.96

(g) Midpoint of guidance furnished via Form 8-K on May 6, 2009

157
 Significant Fee Based Cash Flow

~70%
Fee-
Based
~30%
Margin
Based
(Includes
fee-
equivalent)

~70% of 2009 Adj. EBITDA(1) is Fee-Based

(1) 2009 EBITDA based on midpoint of guidance provided in Form 8-K furnished on May 6, 2009.
158
 Transportation Adjusted Segment Profit Drivers ~70%
Fee-
Based
~30%

Volumes and Per Unit Margins

Margin
Based
(Includes
fee-
equivalent)

Transportation (Fee-Based) ~70% of 2009 Adj.

EBITDA is Fee-Based
Step change related to acquisition of
Pacific / Rainbow

3,500 $0.49

3,000 $0.42

2,500 $0.35

Profit per B arrel

M bls/day

2,000 $0.28

1,500 $0.21

1,000 $0.14

500 $0.07

0 $0.00
2005 2006 2007 2008 2009 (G)
Volumes Profit per Barrel

Note: 2009 (G) volumes and profit per barrel per 8-K dated 05/06/09. 159
 Stability of Pipeline Cash Flow in Transportation Segment
“Same Store Sales”– Pipelines Grouped by Yr of Acquisition/Expansion
Pipeline Revenues 97%
$900
$750
$ in Millions

$600
3%
$450
$300 Crude Oil Refined Product
.

$150
$0
2002 2003 2004 2005 2006 2007 2008 Stable to
increasing
Pre-‘01 ‘01 ‘02 ‘03 ‘04 ‘05 ‘06 ‘07 ‘08
volume and
Pipeline Volumes revenue
3,000
2,500 stream
2,000
MBPD

1,500
1,000
500
0
2002 2003 2004 2005 2006 2007 2008

Note: Includes activity associated with subsequent expansion activities for acquired pipelines.
160
 Facilities Adjusted Segment Profit Drivers ~70%
Fee-
Based
~30%

Volumes and Per Unit Margins

Margin
Based
(Includes
fee-
equivalent)

~70% of 2009 Adj.

EBITDA is Fee-Based
Facilities (Fee-Based)
Step change related to
acquisition of Pacific

70 $0.35

60 $0.30

50 $0.25

Profit per Barrel

MMBbls/Mo.

40 $0.20

30 $0.15

20 $0.10

10 $0.05

0 $0.00
2005 2006 2007 2008 2009 (G)
Volumes Profit per Barrel

Note: 2009 (G) volumes and profit per barrel per 8-K dated 05/06/09. 161
 Marketing Adjusted Segment Profit Drivers
~70%
Fee-
Based
~30%

Volumes and Per Unit Margins

Margin
Based
(Includes
fee-
equivalent)

(in thousands, except per barrel amounts) ~70% of 2009 Adj.

EBITDA is Fee-Based

900 $1.20

800
$1.00
700

Profit per Barrel

600 $0.80

500
$0.60
400

300 $0.40

200
$0.20
100

0 $0.00
2005 2006 2007 2008 2009 (G)

Crude oil lease gathering / Imports LPG / Refined Products Profit per Barrel
Note: 2009 (G) volumes and profit per barrel per 8-K dated 05/06/09. 162
 Baseline+ Performance Enables Reinvestment
of Excess Cash Flow
(dollars in millions)

4-Year DCF - $ 1,875 4-Year Distribution Coverage – 130%

$700

$600

$500
$432
(23%) $400

$300
$1,443 $200
(77%)
$100

$0
2005 2006 2007 2008
Distributions Paid
Excess DCF Reinvested Excess DCF Reinvested
Distributions Paid

163
2009 Distribution Management

Ø Previously established multi-year, avg. distribution growth

target of 5% to 8%
Ø 2009 guidance supports distribution growth within the range
Ø We believe “business as usual” approach not appropriate in
the current environment and have not set 2009 target
Ø Distribution growth in 2009 will be dependent on
9 PAA’s performance,
9 global economic and financial developments, and
9 growth opportunities and associated mid-course adjustments
by PAA
Ø PAA remains comfortable with annual distribution coverage
of ~105% from baseline results

164
 Implied 2009 Distribution Coverage
Based on guidance furnished via Form 8-K on May 6, 2009
(dollars in millions, except per unit data)

Midpoint of 2009 Guidance Range

Adjusted EBITDA $977
Interest expense, net ( 223)
Income taxes & other, net ( 14)
Maintenance capex ( 80)
Implied DCF $660

DCF required for 2009 Implied

avg distribution level of: Coverage
$3.61/unit = $594 111%
$3.65/unit = $605 109%
$3.70/unit = $617 107%
Note: Based on weighted average of 127.5 million units outstanding.
165
Page Intentionally Left Blank
 PAA Strategic Positioning
Patrick Diamond
Vice President

As a result of the successful execution of its financial growth

and business strategies, we believe PAA is favorably
positioned relative to its peers/competitors and possesses a
competitive advantage in several areas with respect to the
current and anticipated market environment.
Who Are PAA’s Peers/Competitors?

Ø From an economic perspective, PAA competes

with other companies principally for:

9 Customer business

9 Investment opportunities
ƒ Internal growth projects
ƒ Acquisitions

9 Capital
ƒ Equity
ƒ Debt

168
PAA Routinely Monitors Peers/Competitors

Ø We routinely track the performance of a peer group of ~12

large cap MLPs (primarily large cap IG rated):
9 Boardwalk Pipeline Partners (BWP) 9 Magellan Midstream Partners (MMP)
9 Buckeye Partners (BPL) 9 NuStar Energy (NS)
9 Enbridge Energy Partners (EEP) 9 Oneok Partners (OKS)
9 Energy Transfer Partners (ETP) 9 Sunoco Logistics Partners (SXL)
9 Enterprise Products Partners (EPD) 9 TC Pipelines (TCLP)
9 Kinder Morgan Energy Partners (KMP) 9 TEPPCO Partners (TPP)

Ø We also track certain performance by a group of ~8 additional

MLPs*:
9 Atlas Pipeline Partners (APL) 9 Regency Energy Partners (RGNC)
9 Copano Energy (CPNO) 9 Spectra Energy Partners (SEP)
9 DCP Midstream Partners (DPM) 9 Williams Partners (WPZ)
9 El Paso Pipeline Partners (EPB) 9 Crosstex Energy (XTEX)

* When we began tracking this second group, the criteria we used was either a market cap of $1 billion or greater or an investment
grade credit rating. Today, several of these MLPs have much smaller market caps.

169
How Does PAA Compare To Its
Peers/Competitors?
Ø Competitive stance
9 Size, diversity and strong position in crude oil business

Ø Liquidity position

Ø Credit ratings and metrics

Ø Cost of capital

We believe PAA compares favorably in all four areas.

170
 PAA is One of the Largest and Most Liquid MLPs
(Data as of 6/1/09)

$16.0
$14.2 Equity Market Capitalization (1)
$14.0
$11.8
$12.0
(in billions)

$10.0
$8.0 $7.3
$5.8
$6.0 $4.8 $4.5
$3.8
$4.0 $3.1 $3.0
$2.4 $2.2 $2.2
$1.7 $1.5 $1.3 $1.1
$2.0 $1.0 $0.9 $0.5
$0.2 $0.2
$0.0
PAA

RGNC

WPZ

CPNO
BWP

NS

APL
EPD

EPB
EEP

OKS

SEP
BPL

SXL

DPM
KMP

ETP

TPP

TCLP

XTEX
MMP
$50.0 $45.2 Avg. Daily Value Traded (2)
$45.0
$40.0 $37.8
$35.0
(in millions)

$30.0 $26.6
$24.6
$25.0
$20.0
$15.0 $12.5 $11.4 $10.9
$8.6 $7.9 $7.9
$10.0 $6.6 $6.5 $5.6
$4.5 $3.4 $3.3 $3.2 $3.1
$5.0 $2.6 $2.3 $0.9
$0.0
PAA

RGNC
WPZ

CPNO
NS

BWP

APL
EPD

EPB
EEP

OKS

SEP
BPL

SXL

DPM
KMP

ETP

TPP

TCLP

XTEX
MMP

(1) Excludes value of General Partner

(2) Average daily value traded is computed as the trailing 90-trading day average of the daily volume weighted average price multiplied by the daily
volume. (Source: Bloomberg)
171
Landscape of MLP Peers/Competitors
= Major Activity = Minor Activity Source: Company filings and PAA assumptions

Business Line
Company Crude Oil Refined Products LPG or NGL Natural Gas
Gathering &
Pipelines / Storage Pipelines / Storage Pipelines / Storage Pipelines Storage
Processing

PAA
KMP
TPP
MMP
NS
SXL
EPD
ETP
EEP
BPL
OKS
BWP
TCLP
EPB
SEP
XTEX
WPZ
RGNC
APL
CPNO
DPM
172
PAA Possesses a Liquidity Advantage Versus
Its Peers/Competitors Source: Company filings and PAA
assumptions
(dollars in millions)
Projected Excess Liquidity at Year End 2009
$1,105
$1,008 PAA Year End 2010
Projected Excess Liquidity Projected Year End 2009
liquidity for several MLPs is
earmarked for multi-year
projects extending into 2010

$477
$421
$304 $286 $249 $219
$171
$89
$36

ETP PAA EEP NS BPL OKS MMP TCLP SXL TPP EPD KMP BWP
FORMULA:
Existing liquidity (adjusted for offerings after 3/31/09)
- Capex remaining for 2009 ($404)
- Debt maturities ($552)
- Assumed working capital requirements*
= Projected EXCESS Liquidity at Year End 2009
* Assumed to be 5% of EBITDA for BPL, BWP, EEP, KMP, MMP & TCLP; 10% of EBITDA for ETP, EPD, NS, OKS, SXL & TPP
and 15% of EBITDA for PAA 173
 PAA Part of Limited Universe of
Investment Grade MLPs
# MLPs % of Total
17% Investment Grade(1) 13 17%
BB Rated 7 9%
B Rated 9 12%
Non-Rated LPs 37 50%
83%
Non-Rated GPs 9 12%
Total # MLPs 75

Investment Grade Non-Investment Grade

Ø Investment Grade Credit Rating provides three important advantages:

9 Reduced Cost of Debt
9 Increased Depth of Debt Market
9 Better Access in Difficult Markets
Source: Bloomberg
(1) Investment Grade MLPs are : BPL, BWP, EEP, EPD, ETP, KMP, MMP, NS, OKS, PAA, SXL, TPP, WPZ.
174
 PAA’s Credit Metrics Compare Favorably
to Its Peers/Competitors Source: Wachovia High Grade Research

Peer Group Total Debt/Book Capitalization Ratios

(as of 03/31/09)

70.0%
More Desirable Less Desirable

65.0%
62.0%
60.2% 60.8%
59.6%
60.0%
55.4%
Peer Avg : 54.7% 53.4% 53.8%
55.0%
51.9%
50.0% 48.7% 49.0%
46.9% 47.6%

45.0%

40.0%
NS PAA (1) BWP EEP OKS BPL MMP SXL EPD ETP KMP TPP

Peer Group Total Debt/EBITDA Ratios

(as of 03/31/09)

8.0x
More Desirable Less Desirable
7.0x
7.0x

6.0x

5.0x 4.6x 4.7x 4.8x

Peer Avg : 4.2x 4.0x
4.4x
3.8x 4.0x
4.0x 3.5x 3.7x

3.0x 2.7x 2.7x

2.0x

1.0x

0.0x
SXL MMP PAA (1) OKS NS KMP ETP BPL EPD EEP TPP BWP

(1) PAA ratios as of 3/31/09 pro forma for April debt offering and exclude short-term debt.
175
 PAA’s Cost of Capital Compares Favorably
Relative To Peers/Competitors
= Average Peer WACC = Median Peer WACC = Average New Peers WACC = Median New Peers WACC

MLP Peer WACC MLP Peer WACC

(as of June 2005) (as of June 1, 2009)

18.0% 18.0%

PAA is within 100 to 150 bps

of lowest peer WACCs 15 .1%
15.0% 15.0%

11.8 %
12.0% 12.0%
11.1%
10 .8% 10.7 %
10.2 % 10.2% 10.3 %
10.1% 10 .1% 9 .9 % 10.0 %
9.4 %
9.1% 9 .0 %
9.0% 9.0%
8.4 % 8 .2%

6 .9% 6 .9 %
6 .6% 6 .7% 6 .7 %
6.3 % 6.4 % 6 .4% 6.5 %
6.2%
6.0% 5.7 % 6.0%
5.3%

3.0% 3.0%

0.0% 0.0%
NS P AA ETP EP D SXL OKS BP L MMP TP P EEP TCLP KM P Range NS P AA ETP EP D SXL OKS BP L M M P TP P EEP TCLP KM P BWP Range
of of
New New
P eers P eers

Note: Range of New Peers represents group of peers (APL, CPNO, DPM, EPB, RGNC, SEP, WPZ, XTEX) added August 2008. Peers were determined based on midstream MLPs with Investment Grade debt rating or
those with market cap over $1.0 billion.
Note: Weighted Average Cost of Capital (WACC) based on a 50/50 equity/debt mix for June 2005 and 55/45 equity/debt mix for June 2009. Equity Cost of Capital calculated using current unit price and current
distribution including GP burden plus a new issuance discount of 5.0% for June 2005 and 7.0% for June 2009 without taking into account any IDR reductions. Debt Cost of Capital calculated using
current yield on relative 10-year notes and 10bps as the new issuance premium for June 2005 and 50bps as 176 the new issuance premium for June 2009.
 PAA Incremental Wtd. Avg. Cost of Capital
Sensitivities to LP Distribution Level, Net Equity Price (1) & Debt Cost
PAA Weighted Average Cost of Capital Assuming 55% Equity & 45% Debt

$3.62 $3.75 $4.00 LP Distribution

$1.23 $1.36 $1.61 GP Distribution
Equity $4.85 $5.11 $5.61 Total Distribution
Net Issue
Price (1) 7.0% 8.0% 9.0% 7.0% 8.0% 9.0% 7.0% 8.0% 9.0% LT Debt Cost of Capital

$48.00 8.7% 9.2% 9.6% 9.0% 9.5% 9.9% 9.6% 10.0% 10.5% Peer /
$47.00 8.8% 9.3% 9.7% 9.1% 9.6% 10.0% 9.7% 10.2% 10.6% Competitor
$46.00 8.9% 9.4% 9.8% 9.3% 9.7% 10.2% 9.9% 10.3% 10.8% WACCs range
$45.00 9.1% 9.5% 10.0% 9.4% 9.8% 10.3% 10.0% 10.5% 10.9%
from 9.0% to
$44.00 9.2% 9.7% 10.1% 9.5% 10.0% 10.4% 10.2% 10.6% 11.1%
16.5%
$43.00 9.4% 9.8% 10.3% 9.7% 10.1% 10.6% 10.3% 10.8% 11.2%
$42.00 9.5% 9.9% 10.4% 9.8% 10.3% 10.7% 10.5% 10.9% 11.4%
$41.00 9.7% 10.1% 10.6% 10.0% 10.5% 10.9% 10.7% 11.1% 11.6%
$40.00 9.8% 10.3% 10.7% 10.2% 10.6% 11.1% 10.9% 11.3% 11.8%
$39.00 10.0% 10.4% 10.9% 10.4% 10.8% 11.3% 11.1% 11.5% 12.0%
$38.00 10.2% 10.6% 11.1% 10.5% 11.0% 11.4% 11.3% 11.7% 12.2%
$37.00 10.4% 10.8% 11.3% 10.7% 11.2% 11.6% 11.5% 11.9% 12.4%

Sample Calculation: [($4.85 / $41.00) * 55%] + [8.0% * 45%] = 10.1%

(1) Net Equity Price is not market, but
after discounts and commissions
Equity Debt WACC
177
But What About The GP Burden?
Contractual High Splits Increase Equity Cost of Capital, But Are Not The Whole Story

Ø Four main primary sources of cash flow growth:

9 Extract more out of existing assets/operations (efficiencies,
re-pricing services, volume growth, etc.) – little or no capital
required
9 Organic growth projects – typical investment to EBITDA
multiples range from 5x to 8x (implying rates of return of
12.5% to 20%, well above cost of capital)
9 Asset acquisitions – absent bargain purchases, returns are
generated by synergies
9 Entity consolidation – returns are generated by synergies

Ø First two growth areas not adversely affected by PAA

cost of capital or GP burden

Ø PAA GP owners have demonstrated their support

and flexibility by adjusting the GP IDR participation
on both asset and entity transactions
178
 But What About The GP Burden? (continued)
Contractual High Splits Increase Equity Cost of Capital, But Are Not The Whole Story

Ø Realization of fundamental synergies can mitigate or potentially

offset cost of capital disadvantage*
Synergies Required to Offset Competitor WACC Advantage

Competitor Weighted Average Cost of Capital Advantage Over PAA

0.5% 1.0% 1.5% 2.0% 2.5% 3.0% 3.5% 4.0%
$250 $1.3 $2.5 $3.8 $5.0 $6.3 $7.5 $8.8 $10.0
$500 $2.5 $5.0 $7.5 $10.0 $12.5 $15.0 $17.5 $20.0
Acquisition Size

$750 $3.8 $7.5 $11.3 $15.0 $18.8 $22.5 $26.3 $30.0

$1,000 $5.0 $10.0 $15.0 $20.0 $25.0 $30.0 $35.0 $40.0
$1,250 $6.3 $12.5 $18.8 $25.0 $31.3 $37.5 $43.8 $50.0
$1,500 $7.5 $15.0 $22.5 $30.0 $37.5 $45.0 $52.5 $60.0
$1,750 $8.8 $17.5 $26.3 $35.0 $43.8 $52.5 $61.3 $70.0
$2,000 $10.0 $20.0 $30.0 $40.0 $50.0 $60.0 $70.0 $80.0
$2,250 $11.3 $22.5 $33.8 $45.0 $56.3 $67.5 $78.8 $90.0
$2,500 $12.5 $25.0 $37.5 $50.0 $62.5 $75.0 $87.5 $100.0

Ø Combination of fundamental synergies and modification of GP IDR

participation are powerful resources to overcome cost of capital
disparity
* Table on this page shows the amount of synergies (in absolute dollars) required to generate the same amount of excess distributable cash
flow as a competitor with a lower cost of capital. Excess distributable cash flow equals EBITDA less maintenance capex less interest
expense on acquisition-related debt less LP and GP burden at pre-deal distribution level on acquisition-related units issued.
179
PAA Has Proven Track Record of Identifying
and Realizing Synergies
Ø Since 1999, PAA has completed over 50 acquisitions for ~$6 billion

Ø In each case, PAA has defined, projected and realized synergies

consistent with or in excess of its forecast. PAA’s business model
and asset base enable synergy realization in several areas
9 Commercial
9 Operational
9 G&A / Back Office
9 Capital

Ø Illustrative examples of large/complex acquisitions and realized

synergies:
9 Link Energy (fka EOTT)
ƒ Projected $25 MM synergies
ƒ Delivered synergies substantially in excess of target
9 Pacific Energy Partners
ƒ Projected $55 mm of synergies by 2010 and $72+ MM synergies in
2012 and beyond
ƒ Currently on track to achieve 2010 target

180
Changing Competitive Landscape
Creates Potential Opportunities for Well Positioned Companies
Ø Cost of capital (and access to capital) for MLPs has experienced a
step-change relative to historical levels -- differentiation is
occurring and should continue to occur
9 Underlying business and commodity risks being re-priced

Ø Market differentiation of MLPs will lead to disparities in valuations,

based on
9 Asset aggregators vs. business builders
9 Performance
9 Cost of and access to capital
9 Quality of management
9 Transparency to investors

Ø As a result, the competitive landscape within MLP universe has

changed and is changing
9 Sector will likely contract over next 2 – 3 years as certain companies
restructure or go private, consolidate or fail

181
Potential Catalysts For Opportunities
May Involve Mergers, Acquisitions or JVs
Ø Entities under near-term financial duress (Phase 1)
9 Unfavorable fundamentals
9 Over-leveraged balance sheets and/or restrictive debt covenants
9 Overly aggressive or unsustainable distribution levels

Ø Entities with inferior business models, but not under immediate

financial duress (Phase 2)
9 Re-pricing of underlying business or commodity risks raises cost of
capital
9 Business model not supportable with higher cost of and limited access
to capital
9 Likely requires some time for situation to sink in and decision to be
made to merge with larger, more diversified MLP or sell assets /
liquidate

Ø Entities that are healthy with complementary business models or

asset bases (anytime)
9 Strategic combination to create stronger company
9 May be driven by general partner needs and objectives

182
Contraction/Consolidation Already Underway
Current MLP Universe Likely To Contract By 10% – 15% In A Few Years

Ø Announced transactions
9 Hiland LP & GP – Going private transactions
9 Magellan GP – To be acquired by Magellan LP
9 Legacy E&P – Going private transaction
9 US Shipping – Chapter 11 filing
9 Atlas E&P – Merger with Atlas America
9 Quest E&P – Combination with Quest Resource and Quest Midstream

Ø Potential future transactions?

9 TEPPCO – Acquisition proposal from Enterprise
9 Buckeye GP – Previous attempt to take private
9 Eagle Rock – Significant distribution reduction
9 Atlas Pipeline LP & GP – Significant distribution reduction/suspension
9 Constellation E&P – Significant distribution reduction
9 Crosstex LP & GP – Suspended distributions
9 SemGroup LP – Suspended distribution (parent bankruptcy/outlook uncertain)
9 Breitburn E&P – Suspended distribution

183
PAA’s Strategic Positioning Provides A Competitive
Advantage In Current & Anticipated Environment
Ø Extensive operational footprint in principal business lines,
especially crude oil
3 Provides opportunities to realize fundamental synergies not available to others
3 Diversity of business lines and geographic positioning of assets provide solid
foundation to add additional assets

Ø Strong capital structure and liquidity position with lack of major

long-term project commitments
3 Well positioned to fund base business plan through 2010 and into 2011
3 Many peers lack funding for entirety of existing projects -- could limit ability to
compete aggressively for new opportunities
3 PAA can move quickly to take advantage of investment opportunities

Ø Competitive relative cost of capital, proven access to the capital

markets and supportive general partner
3 Investment grade credit rating equals lower debt costs and better access to
large amounts of capital
3 Size and trading liquidity attractive during challenging market environment
3 Demonstrated GP owners’ support for strategic transactions

Ø Successful track record of completing acquisitions and mergers

and delivering targeted returns

184
Closing Remarks

Greg Armstrong
Chairman & CEO
Scope of Today’s Presentation (1 of 2)
Ø Illustrated PAA’s business model, how it works and the industry
fundamentals that underpin the business model, and the
resiliency of our business under various scenarios

Ø Addressed PAA’s financial positioning and forward plans given

the current state of the economic and financial markets

Ø Provided additional insight into the composition, strength and

durability of PAA’s marketing business

Ø Described our asset optimization strategy and how we manage the

risks inherent in our business, while preserving upside
opportunities

Ø Discussed PAA’s inventory of organic growth projects (both US

and Canadian); provided overview of our project management
practices and reviewed the major projects included in our 2009
capital plan

186
Scope of Today’s Presentation (2 of 2)
Ø Highlighted the strategy, positioning and growth opportunities of
PAA’s natural gas storage business

Ø Reviewed the financial strategy that we employ to fund our growth

projects, critical financial health metrics, PAA’s current financial
condition, comprehensive risk management oversight and our
disciplined history of adhering to these principles

Ø Provided insight into PAA’s approach to annual and quarterly

guidance, the drivers behind each of our three business segments
and our philosophy with respect to managing our distribution

Ø Discussed PAA’s strategic positioning relative to its peer group

and potential opportunities in the MLP sector

187
 Suggested Take-Away Points
Reinforced today, established from previous presentations
1. PAA represents a predominately fee-based investment in essential North American
energy infrastructure.

2. PAA’s assets are strategically located, operationally flexible and positioned to

benefit from volatility and established industry trends.

3. PAA’s management team has significant breadth and depth and is knowledgeable,
highly motivated and results oriented.
Focus of Today’s Presentations
4. PAA is well positioned strategically and financially relative to the challenging global
economy and financial markets.

5. PAA’s proven business model has delivered solid operating and financial results
during challenging and volatile markets.

6. PAA’s natural gas storage (50% owned JV) is successfully executing its business
plan and is positioned for future growth and expansion.

7. PAA is well-positioned to act opportunistically upon acquisitions and other

investment opportunities that may be available during challenging market
conditions.

8. PAA represents an attractive investment opportunity combining substantial current

yield with a solid foundation for continued growth
188
 Analyst Day 2009 Non-GAAP Reconciliations
(1)
Earnings Before Interest and Taxes (EBIT), Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), Net Income
(in millions)

Adjusted Net Income by Year 2009(2) 2008

Net income $ 548 $ 437
Selected items impacting comparability 31 (35)
Adjusted Net Income $ 517 $ 472

Adjusted EBITDA by Year 2009(2) 2008 2007 2006 2005 2004 2003 2002 2001 2000 1999 1998 1997 1996 1995
Net income (loss) $ 548 $ 437 $ 365 $ 285.1 $ 217.8 $ 130.0 $ 59.4 $ 65.3 $ 44.2 $ 77.5 $ (103.4) $ 6.1 $ 2.1 $ 1.2 $ (0.2)
Income tax expense 8 8 16 0.3 - - - - - - - 2.6 1.3 0.7 (0.1)
Interest income - - - (1.2) - - - - - - - - - - -
Interest expense, net 223 196 162 85.6 59.4 46.7 35.2 29.1 29.1 28.7 21.1 12.7 4.5 3.6 3.5
EBIT 779 641 543 369.8 277.2 176.7 94.6 94.4 73.3 106.2 (82.3) 21.4 7.9 5.5 3.2

Depreciation and amortization expense 229 211 180 100.4 83.5 68.7 46.2 34.1 23.3 24.5 17.3 5.5 1.2 1.1 0.9
EBITDA $ 1,008 $ 852 $ 723 $ 470.2 $ 360.7 $ 245.4 $ 140.8 $ 128.5 $ 96.6 $ 130.7 $ (65.0) $ 26.9 $ 9.1 $ 6.6 $ 4.1

Selected items impacting comparability impacting EBITDA:

Gains/(losses) from other derivative activities $ 26 $ 7 $ (24) $ (4.4) $ (18.9) $ 1.0 $ 0.4 $ 0.3 $ 0.2 $ - $ - $ - $ - $ - $ -
Equity compensation charge (27) (21) (44) (42.7) (26.1) (7.9) (28.8) - - - - - - - -
Net gain/(loss) on foreign currency revaluation 10 (21) - - (2.1) 5.0 - - - - - - - - -
Cumulative effect of change in accounting principle - - - 6.3 - (3.1) - - 0.5 - - - - - -
Inventory valuation adjustments net of related
(gains)/losses from derivative activities 22 (11) - - - (2.0) - - (5.0) - - - - - -
Other - 11 12 - - - - (2.2) (8.7) 23.1 (152.4) (7.1) - - -
Total selected items impacting comparability $ 31 $ (35) $ (56) $ (40.8) $ (47.1) $ (7.0) $ (28.4) $ (1.9) $ (13.0) $ 23.1 $ (152.4) $ (7.1) $ - $ - $ -

Adjusted EBITDA $ 977 $ 887 $ 779 $ 511.0 $ 407.8 $ 252.4 $ 169.2 $ 130.4 $ 109.6 $ 107.6 $ 87.4 $ 34.0 $ 9.1 $ 6.6 $ 4.1

Adjusted EBITDA by Quarter 2002 2003 2004

1st Qtr 2nd Qtr 3rd Qtr 4th Qtr 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr
Net income (loss) $ 14.3 $ 16.9 $ 16.3 $ 17.8 $ 24.3 $ 23.4 $ 11.9 $ (0.2) $ 27.9 $ 35.7 $ 41.7 $ 24.7
Income tax expense - - - - - - - - - - - -
Interest income - - - - - - - - - - - -
Interest expense 6.5 6.4 7.4 8.8 9.2 8.5 8.8 8.7 9.5 10.0 12.7 14.5
EBIT 20.8 23.3 23.7 26.6 33.5 31.9 20.7 8.5 37.4 45.7 54.4 39.2
-
Depreciation and amortization 7.0 7.2 9.0 10.9 10.8 11.3 12.0 12.1 13.1 15.9 16.3 23.4
EBITDA $ 27.8 $ 30.5 $ 32.7 $ 37.5 $ 44.3 $ 43.2 $ 32.7 $ 20.6 $ 50.5 $ 61.6 $ 70.7 $ 62.6

Selected items impacting comparability impacting EBITDA:

Gains/(losses) from other derivative activities $ (2.9) $ 1.2 $ (0.4) $ 2.4 $ 0.9 $ 0.2 $ (2.9) $ 2.2 $ 7.5 $ (6.9) $ 0.9 $ (0.5)
Equity compensation charge - - - - - - (7.4) (21.4) (4.2) - - (3.7)
Net gain/(loss) on foreign currency revaluation - - - - - - - - (0.4) 1.0 2.9 1.5
Cumulative effect of change in accounting principle - - - - - - - - (3.1) - - -
Other - - - (2.2) - - - - - - - (2.0)
Total selected items impacting comparability $ (2.9) $ 1.2 $ (0.4) $ 0.2 $ 0.9 $ 0.2 $ (10.3) $ (19.2) $ (0.2) $ (5.9) $ 3.8 $ (4.7)

Adjusted EBITDA $ 30.7 $ 29.3 $ 33.1 $ 37.3 $ 43.4 $ 43.0 $ 43.0 $ 39.8 $ 50.7 $ 67.5 $ 66.9 $ 67.3

2005 2006 2007

1st Qtr 2nd Qtr 3rd Qtr 4th Qtr 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr
Net income $ 32.8 $ 62.3 $ 69.0 $ 53.7 $ 63.4 $ 80.3 $ 95.4 $ 46.0 $ 85 $ 105 $ 98 $ 77
Income tax expense - - - - - - - 0.3 - 12 3 1
Interest income - - - - - - - (1.2) - - - -
Interest expense 15 14 16 15.0 15.3 18.0 19.2 33.1 41 41 39 41
EBIT 47.4 76.5 84.6 68.7 78.7 98.3 114.6 78.2 126 158 140 119

Depreciation and amortization 19 19 20 25.4 21.6 21.3 24.2 33.3 40 52 43 45

EBITDA $ 67 $ 96 $ 105 $ 94.1 $ 100.3 $ 119.6 $ 138.8 $ 111.5 $ 166 $ 210 $ 183 $ 164

Selected items impacting comparability impacting EBITDA:

Gains/(losses) from other derivative activities $ (13.4) $ (12.9) $ 6.3 $ 1.1 $ (0.7) $ (2.4) $ 17.9 $ (19.2) $ (17) $ 15 $ (13) $ (9)
Equity compensation charge (2.2) (7.9) (6.7) (9.3) (10.6) (6.2) (10.3) (15.6) (18) (19) (1) (6)
Net gain/(loss) on foreign currency revaluation (0.8) 1.0 (1.6) (0.7) - - - - - - - -
Cumulative effect of change in accounting principle - - - - 6.3 - - - - - - -
Other - - - - - - - - - - - 12
Total selected items impacting comparability $ (16.4) $ (19.8) $ (2.0) $ (8.9) $ (5.0) $ (8.6) $ 7.6 $ (34.8) $ (35) $ (4) $ (14) $ (3)

Adjusted EBITDA $ 83 $ 115 $ 107 $ 103.0 $ 105.3 $ 128.2 $ 131.2 $ 146.3 $ 201 $ 214 $ 197 $ 167

2008 2009
1st Qtr 2nd Qtr 3rd Qtr 4th Qtr 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr
Net income $ 92 $ 41 $ 206 $ 98 $ 211
Income tax expense (2) 5 3 1 1
Interest income - - - - -
Interest expense 42 49 52 53 51
EBIT 132 95 261 152 263

Depreciation and amortization 48 52 49 61 58

EBITDA $ 180 $ 147 $ 310 $ 213 $ 321

Selected items impacting comparability impacting EBITDA:

Gains/(losses) from other derivative activities (5) (87) 94 4 26
Equity compensation charge (6) (15) (3) 2 (9)
Net gain/(loss) on foreign currency revaluation - - (8) (13) 10
Cumulative effect of change in accounting principle - - - - -
Inventory valuation adjustments net of related
(gains)/losses from derivative activities - - 4 (16) 22
Other - 11 - - -
Total selected items impacting comparability $ (11) $ (91) $ 87 $ (23) $ 49

Adjusted EBITDA $ 191 $ 238 $ 223 $ 236 $ 272

(1)
Amounts may not recalculate due to rounding.
(2)
2009 amounts are based on midpoint guidance provided in Form 8-K on May 6, 2009.
 Analyst Day 2009 Non-GAAP Reconciliations
Credit Ratios(1)
(in millions, except ratio amounts)
2009
Adjusted EBITDA to Interest Coverage Ratio 1st Qtr
Adjusted EBITDA $ 272
Interest expense $ 51
5.3x

Long-term Debt to Adjusted EBITDA 2009 2009(2)(3)

Long-term debt, 03/31/2009 $ 3,220 $ 3,395
2009 Adjusted EBITDA guidance (2) $ 977 $ 977
3.3x 3.5x

Long-term Debt to Total Capitalization 2009 2009(3) 2008

Long-term debt $ 3,220 $ 3,395 $ 3,259
Total capitalization (from below) $ 6,960 $ 7,135 $ 6,811
Long-term Debt to Total Capitalization % 46% 48% 48%

Long term debt $ 3,220 $ 3,395 $ 3,259

Partners' capital 3,740 3,740 3,552
Total Capitalization $ 6,960 $ 7,135 $ 6,811

2009
Short- and Long-term Debt to Total Capitalization 1st Qtr
Total short-term debt $ 594
Total long-term debt 3,220
Subtotal 3,814
Partners' capital 3,740
Total Capitalization, including short-term debt $ 7,554
Short- and Long-term Debt to Total Capitalization % 50%

Long-term Debt to Total Capitalization by Quarter 2009 2008

1st Qtr 2nd Qtr 3rd Qtr 4th Qtr 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr
Total long-term debt $ 3,220 $ 2,636 $ 3,220 $ 3,220 $ 3,259
Partners' capital 3,740 3,330 3,587 3,651 3,552
Total Capitalization $ 6,960 $ - $ - $ - $ 5,966 $ 6,807 $ 6,871 $ 6,811
Long-term Debt to Total Capitalization % 46% 0% 0% 0% 44% 47% 47% 48%

2007 2006 2005

1st Qtr 2nd Qtr 3rd Qtr 4th Qtr 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr
Total long-term debt $ 2,626 $ 2,624 $ 2,624 $ 2,624 $ 951.5 $ 1,255.1 $ 1,200.4 $ 2,626.3 $ 930.2 $ 953.2 $ 952.4 $ 951.7
Partners' capital 2,977 3,400 3,423 3,424 1,438.7 1,526.1 1,839.4 2,976.8 1,010.6 1,000.0 1,330.7 1,309.1
Total Capitalization $ 5,603 $ 6,024 $ 6,047 $ 6,048 $ 2,390.2 $ 2,781.2 $ 3,039.8 $ 5,603.1 $ 1,940.8 $ 1,953.2 $ 2,283.1 $ 2,260.8
Long-term Debt to Total Capitalization % 47% 44% 43% 43% 40% 45% 39% 47% 48% 49% 49% 48%

2004 2003 2002 2001

1st Qtr 2nd Qtr 3rd Qtr 4th Qtr 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr 4th Qtr
Total long-term debt $ 687.8 $ 934.8 $ 837.6 $ 949.0 $ 523.2 $ 526.5 $ 453.7 $ 519.0 $ 391.0 $ 381.6 $ 509.1 $ 509.7 $ 351.7
Partners' capital 736.2 865.5 1,044.4 1,070.2 591.6 600.8 705.4 746.7 391.0 397.9 518.0 511.6 402.8
Total Capitalization $ 1,424.0 $ 1,800.3 $ 1,882.0 $ 2,019.2 $ 1,114.8 $ 1,127.3 $ 1,159.1 $ 1,265.7 $ 782.0 $ 779.5 $ 1,027.1 $ 1,021.3 $ 754.5
Long-term Debt to Total Capitalization % 48% 52% 45% 47% 47% 39% 47% 39% 50% 49% 50% 50% 47%

(1)
Amounts may not recalculate due to rounding.
(2)
2009 amounts are based on midpoint guidance provided in Form 8-K on May 6, 2009.
 Analyst Day 2009 Non-GAAP Reconciliations
Distribution Coverage 2005 - 2009(1) (2)
(in millions)

Distribution Coverage 2006-2008 2005 - 2008

2009(2) 2008 2007 2006 2005 Total
Distributions paid $ 594 $ 532 $ 451 $ 263 $ 197 $ 1,443
Excess DCF reinvested (from below) 66 65 100 129 138 432
Adjusted Funds Flow From Operations (FFO) $ 660 $ 597 $ 551 $ 392 $ 335 $ 1,875

Total adjusted FFO from above $ 660 $ 597 $ 551 $ 392 $ 335 $ 1,875
Total distributions paid from above $ 594 $ 532 $ 451 $ 263 $ 197 $ 1,443
Distribution Coverage 111% 112% 122% 149% 170% 130%

2009(2) 2008 2007 2006 2005 2005 - 2008

Adjusted EBITDA $ 977 $ 887 $ 779 $ 511 $ 408 $ 2,585
Less:
Income taxes and other, net 14 13 17 8 2 40
Maintenance capital 80 81 50 28 14 173
Interest income - - (1) - (1)
Interest expense 223 196 162 86 59 503
Non cash amortization of terminated interest rate and foreign
currency hedging instruments - - (1) (2) (2) (5)
Distributions paid (3) 594 532 451 263 197 1,443
Excess DCF Reinvested $ 66 $ 65 $ 100 $ 129 $ 138 $ 432

(1)
Amounts may not recalculate due to rounding.
(2)
2009 amounts are based on midpoint guidance provided in Form 8-K on May 6, 2009.
 Analyst Day 2009 Non-GAAP Reconciliations
Earnings per Limited Partner Unit (EPU) excluding SIIC (1)
(in millions, except per unit data)

Net income and EPU excluding selected items impacting comparability 2009(2) 2008
Net income $ 548 $ 437
Selected items impacting comparability 31 (35)
Adjusted net income $ 517 $ 472

Numerator for basic and diluted earnings per limited partner unit:
Adjusted net income $ 517 $ 472
Less: General partner's incentive distribution paid (3) (125) (106)
Subtotal 392 366
Less: General partner 2% ownership (3) (9) (7)
Net income available to limited partners 383 359
Adjustment in accordance with EITF 07-04 (3) (9) (3)
Adjusted net income available to limited partners in accordance with EITF 07-04 $ 374 $ 356

Denominator:
Basic weighted average number of limited partner units outstanding 127 120
Effect of dilutive securities:
Weighted average LTIP units 1 1
Diluted weighted average number of limited partner units outstanding 128 121

Adjusted basic net income per limited partner unit $ 2.94 $ 2.96

Adjusted diluted net income per limited partner unit $ 2.92 $ 2.93

(1)
Amounts may not recalculate due to rounding.
(2)
2009 amounts are based on midpoint guidance provided in Form 8-K on May 6, 2009.
(3)
We allocate net income to our general partner based on the distribution paid during the current quarter (including the incentive distribution interest in
excess of the 2% general partner interest). EITF 07-04 requires that the distribution pertaining to the current period’s net income, which is to be paid in
the subsequent quarter, be utilized within the earnings per unit calculation. We reflect the impact of this difference as the Adjustment in accordance
with EITF 07-04.
 Analyst Day 2009 Non-GAAP Reconciliations
Reconciliations for Selected Items Impacting Comparability(1)
(in millions)

Adjusted Segment Profit Guidance(2) Actual Actual Actual Actual

Transportation Segment Profit Reconciliation 2009 2008 2007 2006 2005
Transportation segment profit $ 469 $ 445 $ 334 $ 200 $ 169.5
Equity compensation charge 13 11 22 21 11.6
Adjusted Transportation segment profit $ 482 $ 456 $ 356 $ 221 $ 181

Total average daily volumes (thousands of barrels) 3,022 2,948 2,817 2,207 1,883.0
Adjusted segment profit per barrel $ 0.44 $ 0.42 $ 0.35 $ 0.28 $ 0.28

Guidance(2) Actual Actual Actual Actual

Facilities Segment Profit Reconciliation 2009 2008 2007 2006 2005
Facilities segment profit $ 199 $ 153 $ 110 $ 35 $ 15.2
Equity compensation charge 4 3 6 6 2.2
Adjusted Facilities segment profit $ 203 $ 156 $ 116 $ 41 $ 17.4

Total average daily volumes (thousands of barrels) 60 56 48 27 22

Adjusted segment profit per barrel $ 0.28 $ 0.23 $ 0.20 $ 0.13 $ 0.07

Guidance(2) Actual Actual Actual Actual

Marketing Segment Profit Reconciliation 2009 2008 2007 2006 2005
Marketing segment profit $ 337 $ 221 $ 269 $ 228 $ 175.4
Equity compensation charge 10 7 16 16 12.3
Gain on sale of linefill & other - - (12) - -
Inventory valuation adjustments net of related (gains)/losses from
derivative activities (22) 11 - - -
Net (gain)/loss on foreign currency revaluation (10) 21 - - 2.1
(Gains)/losses from derivative activities (26) (4) 27 4 18.9
Adjusted Marketing segment profit $ 289 $ 256 $ 300 $ 248 $ 208.7

Total average daily volumes (thousands of barrels) 823 867 857 783 725.0
Adjusted segment profit per barrel $ 0.96 $ 0.81 $ 0.96 $ 0.87 $ 0.79

Total Adjusted Segment Profit $ 974 $ 868 $ 772 $ 510 $ 407.2

Other Income/Expense, Net 3 19 7 1 1

Adjusted EBITDA $ 977 $ 887 $ 779 $ 511 $ 407.8

% Increase over prior year 10% 14% 52% 25%

Adjusted EBITDA by Quarter Compared to Guidance Q1 2009 Q1 2009 (3)

Net income (loss) $ 211 $ 127
Income tax expense 1 2
Interest income - -
Interest expense, net 51 53
EBIT 263 182

Depreciation and amortization expense 58 56

EBITDA $ 321 $ 238

Selected items impacting comparability impacting EBITDA:

Gains/(losses) from other derivative activities 26 -
Equity compensation charge (9) (7)
Net gain/(loss) on foreign currency revaluation 10 -
Cumulative effect of change in accounting principle - -
Inventory valuation adjustments net of related (gains)/losses from
derivative activities 22 -
Other - -
Total selected items impacting comparability $ 49 $ (7)

Adjusted EBITDA $ 272 $ 245

% Increase over guidance (3) 11%

(1)
Amounts may not recalculate due to rounding.
(2)
2009 amounts are based on midpoint guidance provided in Form 8-K on May 6, 2009.
(3)
2009 amounts are based on midpoint guidance provided in Form 8-K on February 11, 2009.