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News Releases

Pembina Arranges $267 Million Private Placement Debt Financing

    /THIS NEWS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR
    DISTRIBUTION TO UNITED STATES NEWS SERVICES OR FOR DISSEMINATION IN THE
    UNITED STATES/

CALGARY, Oct. 27 /CNW/ - Pembina Pipeline Corporation ("Pembina" or the "Company"), a wholly-owned subsidiary of Pembina Pipeline Income Fund (the "Fund"), announced today that it has entered into an agreement with a group of institutional investors in the United States and Canada providing for the issuance by way of private placement of C$267 million in Senior Unsecured Notes, Series D (the "Series D Notes"). Subject to Pembina and the purchasers of the Series D Notes satisfying all of the conditions of closing, Pembina expects the Series D Notes will be issued in a single tranche on November 18, 2009, with a 10-year bullet maturity and at a fixed interest rate of 5.91 percent.

Closing of the offering is anticipated to occur on or about November 18, 2009 and the net proceeds from the offering will be used to repay existing bank debt and for general corporate purposes. Capital expenditures totaling an estimated $440 million are forecast over the next two years when major development projects such as the planned Nipisi and Mitsue Pipelines are completed. These new facilities will, once in service, contribute attractive, long-term and fully contracted returns that will further enhance the stability and sustainability of cash distributions of the Fund.

"We are pleased to announce the offering of this private placement of debt. This additional financing will strengthen our balance sheet, as we confidently pursue our strategy of growth and integration of Pembina's energy infrastructure assets, and maintain our focus on building long-term value for our Unitholders," Peter Robertson, Pembina's Vice President, Finance and Chief Financial Officer commented. "This offering provides further evidence of Pembina's proven access to capital markets at attractive rates, which minimizes future financing risk associated with potential increases in interest rates and helps ensure the Company retains the financial flexibility required to execute its business plan," added Robertson.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy the Series D Notes in any jurisdiction. The Series D Notes have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act.

Pembina Pipeline Income Fund is among the leading issuers in the Canadian energy infrastructure trust sector. Pembina's extensive network of conventional liquids feeder pipelines and growing presence in the oil sands, heavy oil, midstream and gas services sectors provide an integral service to the western Canadian energy industry. This balanced portfolio of premium, long-life energy infrastructure assets supports the stability and sustainability of the Fund.

Forward-Looking Information and Statements

This news release contains certain forward-looking information and statements that are based on the Fund's current expectations, estimates, projections and assumptions in light of its experience and its perception of historical trends. In this news release, such forward-looking information and statements can be identified by terminology such as "may", "will", "forecasts", "anticipates" and similar expressions.

In particular, this news release contains material forward-looking statements, including certain financial outlook regarding the proposed issuance of the Series D Notes by the Fund's wholly owned subsidiary, Pembina Pipeline Corporation, (which remains subject to Pembina and the purchasers of the Series D Notes being able to satisfy the conditions to closing). These forward-looking statements are being made by Pembina based on certain assumptions that Pembina has made in respect thereof as at the date of this document including those discussed below.

The forward-looking statements are not guarantees of future performance and are subject to a number of known and unknown risks and uncertainties, many of which are beyond the Fund's control. These risks and uncertainties include, among other things, those detailed under the heading "Risk Factors" in the Fund's annual information form for the year ended December 31, 2008 and the Fund's management's discussion and analysis for the year ended December 31, 2008, each of which can be found under the Fund's SEDAR profile at www.sedar.com. Accordingly, readers are cautioned that events or circumstances could cause results to differ materially from those predicted, forecasted or projected. Undue reliance should not be placed on these forward-looking statements as both known and unknown risks and uncertainties, including those business risks referred to above, may cause actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Such forward-looking statements are expressly qualified by the above statements. The Fund does not undertake any obligation to publicly update or revise any forward-looking statements or information contained herein, except as required by applicable laws.

For further information: Glenys Hermanutz, Vice President, Corporate Affairs, Pembina Pipeline Corporation, (403) 231-7500, 1-888-428-3222, e-mail: investor-relations@pembina.com