1070423--2/26/2009--PLAINS_ALL_AMERICAN_PIPELINE

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{tax, income, asset}

{debt, indebtedness, cash}

{gas, price, oil}

{acquisition, growth, future}

{stock, price, operating}

{investment, property, distribution}

{operation, international, foreign}

{condition, economic, financial}

{stock, price, share}

{loss, insurance, financial}

{operation, natural, condition}

{regulation, change, law}

{control, financial, internal}

{financial, litigation, operation}

Risks Related to Our Business Certain Risks are Amplified by the Current Economic Environment We may not be able to fully implement or capitalize upon planned growth projects. Loss of credit rating or the ability to receive open credit could negatively affect our ability to use the counter-cyclical aspects of our asset base or to capitalize on a volatile market. We are exposed to the credit risk of our customers in the ordinary course of our marketing activities. Our trading policies cannot eliminate all price risks. In addition, any non-compliance with our trading policies could result in significant financial losses. The nature of our business and assets exposes us to significant compliance costs and liabilities. Our asset base has more than tripled within the last four years. As we add assets, we historically have experienced a corresponding increase in the relative number of releases of crude oil into the environment. Although we believe we have reduced the trend, additional assets acquired in the future could again result in increased frequency of releases. Substantial expenditures may be required to maintain the integrity of aged and aging pipelines and terminals at acceptable levels. The level of our profitability is dependent upon an adequate supply of crude oil from fields located offshore and onshore California. A shut-in of this production due to economic limitations or a significant event could adversely affect our profitability. In addition, these offshore fields have experienced substantial production declines since 1995. Our profitability depends on the volume of crude oil, refined product and LPG shipped, purchased and gathered. Fluctuations in demand can negatively affect our operating results. If we do not make acquisitions on economically acceptable terms, our future growth may be limited. Our growth strategy requires access to new capital. Tightened capital markets or other factors that increase our cost of capital could impair our ability to grow. Our acquisition strategy involves risks that may adversely affect our business. Our results of operations are influenced by the overall forward market for crude oil, and certain market structures or the absence of pricing volatility may adversely impact our results. Our assets are subject to federal, state and provincial regulation. Rate regulation or a successful challenge to the rates we charge on our U.S. and Canadian pipeline system may reduce the amount of cash we generate. Some of our operations cross the U.S./Canada border and are subject to cross border regulation. We face competition in our transportation, facilities and marketing activities. We may in the future encounter increased costs related to, and lack of availability of, insurance. The terms of our indebtedness may limit our ability to borrow additional funds or capitalize on business opportunities. In addition, our future debt level may limit our future financial and operating flexibility. Marine transportation of crude oil and refined product has inherent operating risks. Maritime claimants could arrest the vessels carrying our cargoes. We are dependent on use of third-party assets for certain of our operations. Increases in interest rates could adversely affect our business and the trading price of our units. Changes in currency exchange rates could adversely affect our operating results. Terrorist attacks aimed at our facilities could adversely affect our business. An impairment of goodwill could reduce our earnings. PAA/Vulcan's natural gas storage facilities are new and have limited operating history. We have a limited history of operating natural gas storage facilities and transporting, storing and marketing refined products. Joint venture and other investment structures can create operational difficulties. Risks Inherent in an Investment in Plains All American Pipeline, L.P. Cost reimbursements due to our general partner may be substantial and will reduce our cash available for distribution to unitholders. Cash distributions are not guaranteed and may fluctuate with our performance and the establishment of financial reserves. Unitholders may not be able to remove our general partner even if they wish to do so. We may issue additional common units without unitholder approval, which would dilute a unitholder's existing ownership interests. Our general partner has a limited call right that may require unitholders to sell their units at an undesirable time or price. Unitholders may not have limited liability if a court finds that unitholder actions constitute control of our business. Conflicts of interest could arise among our general partner and us or the unitholders. The control of our general partner may be transferred to a third party without unitholder consent. A change of control may result in defaults under certain of our debt instruments and the triggering of payment obligations under compensation arrangements. Risks Related to an Investment in Our Debt Securities The right to receive payments on our outstanding debt securities and subsidiary guarantees is unsecured and will be effectively subordinated to our existing and future secured indebtedness as well as to any existing and future indebtedness of our subsidiaries that do not guarantee the notes. Our leverage may limit our ability to borrow additional funds, comply with the terms of our indebtedness or capitalize on business opportunities. A court may use fraudulent conveyance considerations to avoid or subordinate the subsidiary guarantees. The ability to transfer our debt securities may be limited by the absence of a trading market. We have a holding company structure in which our subsidiaries conduct our operations and own our operating assets. We do not have the same flexibility as other types of organizations to accumulate cash, which may limit cash available to service our debt securities or to repay them at maturity. Tax Risks to Common Unitholders Our tax treatment depends on our status as a partnership for federal income tax purposes, as well as our not being subject to a material amount of entity-level taxation by individual states. If the IRS were to treat us as a corporation or if we become subject to additional amounts of entity-level taxation for state or foreign tax purposes, it would reduce the amount of cash available to pay distributions and our debt obligations. Recent changes in Canadian tax law will subject our Canadian subsidiaries to entity-level tax, which will reduce the amount of cash available to pay distributions and our debt obligations. The sale or exchange of 50% or more of our capital and profits interests during any twelve-month period will result in our termination as a partnership for federal income tax purposes. If the IRS contests the federal income tax positions we take, the market for our common units may be adversely impacted and the cost of any IRS contest will reduce our cash available for distribution or debt service. Our unitholders may be required to pay taxes on their share of our income even if they do not receive any cash distributions from us. Tax gain or loss on the disposition of our common units could be more or less than expected. Tax-exempt entities and non-U.S. persons face unique tax issues from owning our common units that may result in adverse tax consequences to them. We treat each purchaser of our common units as having the same tax benefits without regard to the actual units purchased. The IRS may challenge this treatment, which could adversely affect the value of our common units. Our unitholders will likely be subject to state, local and foreign taxes and return filing requirements in states and jurisdictions where they do not live as a result of investing in our units. We have adopted certain valuation methodologies that may result in a shift of income, gain, loss and deduction between our general partner and our unitholders. The IRS may challenge this treatment, which could adversely affect the value of our common units. A unitholder whose common units are loaned to a "short seller" to cover a short sale of common units may be considered as having disposed of those common units. If so, he would no longer be treated for tax purposes as a partner with respect to those common units during the period of the loan and may recognize gain or loss from the disposition. The tax treatment of (i) publicly traded partnerships or (ii) an investment in our units could be subject to potential legislative, judicial or administrative changes and differing interpretations, possibly on a retroactive basis. We will prorate our items of income, gain, loss and deduction between transferors and transferees of our units each month based upon the ownership of our units on the first day of each month, instead of on the basis of the date a particular unit is transferred. The IRS may challenge this treatment, which could change the allocation of items of income, gain, loss and deduction among our unitholders.

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1070423--2/26/2009--PLAINS_ALL_AMERICAN_PIPELINE_LP