Peace River Regional District Box 810 [1981 Alaska Avenue] Dawson Creek, British Columbia V1G 4H8

November 25, 2010 Our File: 6467.016 Via: email

Attention: Bruce Simard General Manager of Development Services Dear Mr. Simard,

RE: Alliance Pipeline Limited Partnership Fort St. John Lateral Loop Project Alliance Pipeline Limited Partnership (Alliance) is proposing to construct the Fort St. John Lateral Loop Project (the Project) in northwest Alberta and northeast BC, approximately 90 km northwest from the city of Grande Prairie (Figure 1). The proposed 610 mm O.D. (24 inch) pipeline will transport sweet natural gas for approximately 60 km from the Septimus Junction in SW 22-81-16 W6M east to Alliance's Blueberry Hill Compressor Station at 4-24-79-11 W6M. The Project parallels Alliance's existing Fort St John Lateral Pipeline right-of way for 100% of its length. Pending regulatory approval, construction is expected to commence in winter 2012 or summer/fall 2012. The Project will be installed within the existing 18 m to 27 m wide permanent easement held by Alliance. In order to accommodate the Project, up to 9 m of new permanent easement and a maximum of 8 m of temporary workspace (TWS) will be required. Where the existing Alliance easement is 27 m wide or where the right-of-way parallels other existing pipelines (e.g., Westcoast, Spectra, NGTL, Pembina, etc.) new easement and/or TWS is either reduced or unnecessary. In order to facilitate the installation of the pipeline, additional extra temporary workspace (ETWS) may also be required at crossings (e.g., buried utility lines, roads, watercourses, etc.), side bends and other construction activity areas to provide a safe and efficient work space for the Project. All Project components will be installed within the proposed pipeline right-of-way. Since the Project will entail more than 40 km of new pipeline construction, the Project will require an application under Section 52 of the National Energy Board Act (NEB Act). The Project will be subject to an Environmental Screening under the Canadian Environmental Assessment Act. Alliance has commissioned TERA Environmental Consultants (TERA) to prepare an Environmental and Socio-Economic Assessment to satisfy the requirements of Section 52 of the NEB Act for approval to construct and operate the proposed Project. As part of this process, TERA, in conjunction with Alliance, is contacting municipal, provincial and federal agencies with interests in the vicinity of the proposed Project.

The BC segment of the proposed pipeline traverses private cultivated fields and pastures within the Agricultural Land Reserve of the Peace River Regional District. Patchy areas of broadleaf and coniferous forest are also encountered. Two rivers, the Kiskatinaw (BC) and Pouce Coupe (Alberta section), as well as several smaller watercourses, will be crossed during construction of the proposed pipeline.

Peace River Regional District Bruce Simard Page 2 Please review the proposed route on the enclosed Figure 1 and provide me with any comments or recommendations by telephone (403-444-8817), facsimile (403-266-6471) or email (pvanvelzen@teraenv.com). Of particular interest would be whether you are aware of any proposed development plans or road upgrades in the vicinity of the Project. As part of the cumulative effects assessment (CEA) required by the NEB and CEAA, Alliance would also be interested to know of any other existing or proposed projects in the vicinity of this one. Thank you for your time in this matter. Sincerely, TERA ENVIRONMENTAL CONSULTANTS

Paul Van Velzen, B.A. Environmental Planner cc: Andrew Povey, Senior Environmental Planner with TERA Environmental Consultants email: apovey@teraenv.com, phone: 403-265-2885 cc: Gerard Philpott, Alliance Pipeline Limited Partnership Enclosure

www.alliancepipeline.com

Project Overview

Alliance Pipeline operates a 3,719 km (2,311 mile)natural gas pipeline system that extends from north-eastern British Columbia and northwestern Albertaand terminates in the U.S. Midwest. Since 2000,Alliance has safely delivered 1.6 billion cubic feet ofrich, high-energy natural gas to market every day –enough to fuel the needs of seven million homes.

Alliance Pipeline had initially proposed the constructionof 15 kilometres of pipeline infrastructure alongsideits existing pipeline system in northeast BritishColumbia and northwest Alberta to accommodate thereceipt of increased sweet natural gas volumes beingproduced in this region. In light of further productiongrowth and anticipated commercial interest, Alliancehas up-scaled this proposal to include 60 kilometresof new pipeline that would be constructed. Alliancehas already constructed its new Septimus, Sunrise andPine Creek meter stations for the purpose ofproviding increased receipt capability in this area.

Proposed Fort St. John Pipeline Loop Project

Project Description

The proposed Fort St. John loop would beconstructed parallel to Alliance Pipeline’s existingright-of-way. This form of parallel alignment isgenerally referred to as a loop and serves to increaseflow capacity. The new 610 mm (24-inch) pipelinewould extend from Alliance’s Septimus meter station(located near Taylor, in northeast British Columbia) toAlliance’s Blueberry compressor station (located nearGordondale, in northwest Alberta). The pipeline wouldoperate up to a pressure of 9930 kPa (1440 psig).

Project Need

Alliance Pipeline is proposing to build this addition to its system to accommodate an increasing need toreceive new sweet natural gas supplies that are beingproduced in the area. The new piping infrastructurewould enhance Alliance’s ability to transport newnatural gas supplies from this region to market.

Public and Aboriginal Consultation

In the past decade, Alliance Pipeline has built strongrelationships within the communities in which weoperate. We will identify and engage all affected andinterested parties, and provide stakeholders –including First Nations, Métis, affected landowners/occupants, tenants, and local, provincial and federalgovernment agencies and officials – with timelyinformation with respect to the proposed project.

Our goal is not only to provide information, but to respond to questions and concerns, discussoptions, alternatives and mitigating measures, and seek cooperation among all stakeholders orinterested parties.

We are committed to consulting with stakeholdersthroughout all phases of the project: planning,construction and operations.

Environment

We mitigate impacts to the environment at all stagesof our work including planning, construction, andoperation.

Alliance Pipeline has retained environmentalconsultants to undertake a series of environmentalstudies as part of our environmental assessment forthe proposed project, including:

Aquatics and fish studies

Wildlife studies

Rare plant and weed survey

Soil studies

Archaeological impact assessment

Environmental and socio-economic impact assessment

Supplemental post-construction studies, to providethe basis for developing an environmental fieldreport and an environmental protection plan.

Once operational, Alliance Pipeline’s EnvironmentalManagement System would ensure the proposedloop maintains environmental compliance throughenvironmental protection, monitoring, and reviewprograms.

British Columbia

Alberta

34

2

2

2

9749

40

0 20 40 Kilometres

0 10 20 30 Miles

BoundaryLake S.AB07

BoundaryLake AB05

West DoeBC12

SeptimusBC58

SunriseBC60

GordondaleAB14

Proposed Pipeline Loop

Pouce CoupeAB11

Hythe/Brainard

AB24

GordondaleAB13

YoungerBC04

McMahonBC03

Fourth Creek AB09JosephineAB10

ProgressAB16

Hamelin CreekAB08

KnopcikAB25

Valhalla N AB17

Valhalla SAB20

SexsmithAB23

Wembley AB27

Teepee CreekAB21

Clairmont AB22

BlueberryStation

Taylor JunctionStation

TeepeeCreekStation

GRANDE

PRAIRIE

DAWSON

CREEK

TAYLOR

GORDONDALE

FORT

ST. JOHN

Proposed Fort St. John Pipeline Loop

Safety

Alliance Pipeline has one of the best safety andperformance records in the natural gas transmissionindustry. We are committed to protecting the safetyof everyone living or working near our pipelinesystem. When we built the original system, we usedthe most advanced design and technology available,laying the foundation for a proactive pipeline integritymanagement program that successfully combines awide range of processes and actions to keep thepipeline system operating safely and effectively. Forexample, the design of our pipeline system uses highquality steel which is shielded on the outside withhigh integrity protective coating and a state-of-artelectrochemical system that proactively monitors andcontrols corrosion.

We undertake extensive in-line inspections, aerial,and aboveground surveys of our entire system. Ourcompany wide inspection program helps us monitorthe condition of the pipeline on an ongoing basis,allowing us to take the appropriate and necessarysteps to keep the system in top working order.

Emergency Preparedness

Alliance Pipeline regularly meets with people livingnear the pipeline system to ensure that they knowhow to live and work safely around the system. Wealso distribute a community newsletter twice a yearas well as participate in local events and activities.

In the unlikely event of an emergency, the companyhas a comprehensive emergency response plan thatwe review and test with local first-responders in each community.

Schedule

We are consulting with stakeholders, including First Nations, Métis, landowners/occupants,communities, public officials, and other interestedparties to answer questions, and build publicawareness and understanding about the proposedproject. Environmental fieldwork and land acquisitionwill begin in September 2010, continuing until theproject is complete. We anticipate initiating theregulatory process with the National Energy Board(NEB) and subject to regulatory approval, constructioncould begin in the first half 2012. The pipeline loopcould be in service in 2012.

Stakeholder Engagement – September 2010 to April 2012

Engineering – September 2010 to March 2011

Aboriginal Engagement – September 2010 to April 2012

Environmental Work – September 2010 to April 2012

Regulatory Process – January 2011 to January 2012

Target Regulatory Approval – January 2012

Pipeline Loop In Service – April 2012

Pipeline Construction – January 2012 to April 2012

SEP OCT NOV

2010 2011 2012

DEC JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC JAN FEB MAR APR MAY

Proposed Timeline

Project Benefits

Subject to regulatory approval, this project wouldbenefit the local economy through additional taxrevenue, employment opportunities during clearingand construction, increased royalties, and support forlocal services and businesses such as restaurants andservice stations.

Construction

Subject to regulatory approval, construction of thepipeline would begin in January 2012. Duringconstruction there would be a slight increase in trafficflow in and around the area, with heavy equipmenton site. After the pipeline has been constructed, therewould be nominal traffic associated with operationsand maintenance. The land surface would berestored, and measures taken to establish groundcover compatible with surrounding areas and landuse. The proposed facilities would comply with allregulations related to noise and emissionrequirements for operations of the pipeline.

Regulatory Process

Our application will be submitted and reviewed bythe National Energy Board. Further information about the regulator and application review processcan be obtained either through their website www.neb-one.gc.ca or by contacting them at:

Address: National Energy Board477 Seventh Avenue SWCalgary, Alberta T2P 0X8

Email: info@neb-one.gc.ca

Telephone: 403-292-4800

Toll free: 1-800-899-1265

Fax: 403-292-5503

Toll free fax: 1-877-288-8803

TTY (teletype): 1-800-632-1663

Alliance Contacts

Trevor LobergGrande Prairie Operations780-357-2974

Fraser PatersonCorridor Management/Aboriginal Relations403-517-7735

Tony StraquadineGovernment Relations952-983-1005

September 9, 2010

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FIGURE 1

REGIONAL LOCATION

PROPOSED ALLIANCEFORT ST JOHNLATERAL LOOP

6467

NOVEMBER 2010

Although there is no reason to be lieve that ther e a re any

erro rs associated wi th the da ta used to genera te th is p roduct or in the product i tsel f, users of these data

are adv ised tha t erro rs in the data may be present.

UTM Zone 11N, NAD 83Licensed by Iunctus Geomatics Corp.,

www.TerraEngine.com; Roads: GeoBase 2008;Exist ing Pipelines: IHS Inc. 2009.

Proposed Rout ing Current to: 2010/09/13 1:250,000 NTS Topographic Map: Her Majesty the

Queen in R ight of Canada 2009.

Fort S t. John

Dawson Creek

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Grande Prair ie

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PROJECTARE A

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SCALE: 1: 200,000

(ALL LOCATIONS APPROXIMATE)

0 2.5 5 7.5

km

!

RGE 17 W6M RGE 16 W6M RGE 15 W6M RGE 14 W6M RGE 13 W6M RGE 12 W6M RGE 11 W6M RGE 10 W6MRGE 13

RGE 17 W6M RGE 16 W6M RGE 15 W6M RGE 14 W6M RGE 13 W6M RGE 12 W6M RGE 11 W6M RGE 10 W6MRGE 13

TWP 78

TWP 79

TWP 80

TWP 81

TWP 82

TWP 77

TWP 78

TWP 79

TWP 80

TWP 81

TWP 82

TWP 77

Proposed Alliance Fort St.John Lateral Loop

Existing Alliance Pipeline

Existing Pipeline

Road

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