SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

(Rule 13e-100)

Rule 13e-3 Transaction Statement Under

Section 13(e) of the Securities Exchange Act of 1934

(Amendment No. 3)

PLAINS RESOURCES INC.

(Name of the Issuer)

Plains Resources Inc., James C. Flores, John T. Raymond,

Vulcan Energy Corporation, Prime Time Acquisition Corporation, Sable Investments, L.P. and Sable Investments, LLC

(Name of Person(s) Filing Statement)

Common Stock, Par Value $0.10 Per Share

(Title of Class of Securities)

726540503

(CUSIP Number of Class of Securities)

E. Lynn Hill Chief Accounting Officer Plains Resources Inc. 700 Milam, Suite 3100 Houston, TX 77002 (832) 239-6000	Richard Leigh Vice President and Secretary Vulcan Energy Corporation 505 5th Avenue South Suite 900 Seattle, WA 98104 (206) 342-2000
copy to:	copy to:
Michael E. Dillard, P.C. Julien R. Smythe Akin Gump Strauss Hauer & Feld LLP 1111 Louisiana Street, 44th Floor Houston, TX 77002 (713) 220-5800	Frank Ed Bayouth II Skadden, Arps, Slate, Meagher & Flom LLP 1600 Smith Street, Suite 4400 Houston, TX 77002 (713) 655-5100

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and

Communications on Behalf of Person(s) Filing Statement)

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transaction, passed upon the merits or the fairness of the transaction or passed upon the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offense.

This statement is filed in connection with (check the appropriate box):

a.	x	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	¨	The filing of a registration statement under the Securities Act of 1933.
c.	¨	A tender offer.
d.	¨	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨

Check the following box if the filing is a final amendment reporting the results of the transaction: ¨

CALCULATION OF FILING FEE*

Transaction value	Amount of Filing Fee
$385,161,498.00	$48,799.96

* The filing fee of $48,799.96 was calculated pursuant to Exchange Act Rule 0-11(c)(1) and is based on (1) the aggregate number of 22,675,700 shares of Plains Resources common stock, $0.10 par value per share (the “Common Stock”), consisting of 22,599,200 shares of Common Stock outstanding plus the 76,500 restricted units representing the right to purchase Common Stock multiplied by the $16.75 per share merger consideration; plus (ii) the cash-out value of 1,610,785 options representing the right to purchase Common Stock. The filing fee was then calculated by multiplying the resulting transaction cash value of $385,161,498.00 by 0.00012670.

x Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing.

Amount Previously Paid: $48,799.96

Form or Registration No.: Schedule 14A

Filing Party: Plains Resources Inc.

Date Filed: March 2, 2004

INTRODUCTION

This Amendment No. 3 to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (the “Schedule 13E-3”) is being filed with the Securities and Exchange Commission pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by (1) Plains Resources Inc., a Delaware corporation (“Plains Resources”), (2) James C. Flores and John T. Raymond (together with their affiliates, Sable Investments, L.P. and Sable Investments, LLC, the “Management Stockholders”), (3) Vulcan Energy Corporation, a newly formed Delaware corporation (“Vulcan Energy”) that will be 100% owned by Paul G. Allen and the Management Stockholders following the proposed merger discussed below, and (4) Prime Time Acquisition Corporation, a newly formed Delaware corporation and wholly owned subsidiary of Vulcan Energy (the “Vulcan Merger Subsidiary”). The preceding persons are collectively referred to herein as the “Filing Persons,” and individually as a “Filing Person.”

This Schedule 13E-3 relates to a proposed merger of the Vulcan Merger Subsidiary with and into Plains Resources (the “Merger”) pursuant to an Agreement and Plan of Merger, dated as of February 19, 2004 (the “Merger Agreement”), by and among Vulcan Energy, the Vulcan Merger Subsidiary and Plains Resources. In connection with the Merger:

• each share of Plains Resources common stock outstanding at the effective time of the merger (other than shares held directly or indirectly by Vulcan Energy or Plains Resources and other than shares held by dissenting stockholders who exercise and perfect their appraisal rights under Delaware law) will be converted into the right to receive $16.75 in cash;

• each share of restricted common stock of Plains Resources (other than restricted shares held by the Management Stockholders) will become fully vested and will be converted into the right to receive $16.75 in cash;

• each option to purchase shares of Plains Resources common stock (other than stock options held by the Management Stockholders) will become fully vested and exercisable, and each holder of options to purchase shares of Plains Resources common stock (other than the Management Stockholders) will receive, upon exercise of the option, an amount in cash equal to the number of unexercised shares subject to such option times the excess of $16.75 over the per share exercise price of the option; and

• each outstanding restricted stock unit (other than restricted stock units held by the Management Stockholders) will become fully vested and payable and treated as a share of Plains Resources common stock and exchanged for $16.75 in cash.

As a result of the merger, the stockholders of Plains Resources (other than Vulcan Energy and its affiliates and the Management Stockholders) will no longer have any interest in, and will no longer be stockholders of, Plains Resources and will not participate in the future earnings or growth of Plains Resources, if any.

Concurrently with the filing of this Schedule 13E-3, Plains Resources is filing under Regulation 14A of the Exchange Act a definitive proxy statement pursuant to which Plains Resources’ stockholders will be given notice of, and be asked to vote with respect to, the approval and adoption of the Merger Agreement and the Merger.

A copy of the proxy statement is incorporated by reference herein as Exhibit (a)(3) and a copy of the Merger Agreement is attached as Appendix A to the proxy statement. All references in this Schedule 13E-3 to Items numbered 1001 through 1016 are references to Items set forth in Regulation M-A under the Exchange Act.

The cross reference sheet below is being supplied pursuant to General Instruction F to Schedule 13E-3 and shows the location in the proxy statement of the information required to be included in response to the items in this Schedule 13E-3. The information contained in the proxy statement, including all schedules, exhibits, appendices and annexes thereto, is hereby expressly incorporated herein by reference and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the proxy statement and the schedules, exhibits, appendices and annexes thereto. Capitalized terms used but not defined in this Schedule 13E-3 shall have the meanings given to them in the proxy statement.

All information contained in, or incorporated by reference in, this Schedule 13E-3 concerning Plains Resources has been supplied by Plains Resources and no other Filing Person takes responsibility for the accuracy of any information not supplied by

such Filing Person. The information contained in this Schedule 13E-3 and/or the proxy statement concerning each Filing Person other than Plains Resources was supplied by each such Filing Person and no other Filing Person, including Plains Resources, takes responsibility for the accuracy of any information not supplied by such Filing Person.

Item 1. Summary Term Sheet

Regulation M-A

Item 1001

Summary Term Sheet. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Merger”

Item 2. Subject Company Information

Regulation M-A

Item 1002

(a) Name and Address. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Summary”

“Information About the Transaction Participants”

(b) Securities. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Information Concerning the Special Meeting—Record Date”

“Common Stock Market Price and Dividend Information”

(c) Trading Market and Price. The information contained in the proxy statement under the caption “Common Stock Market Price and Dividend Information” is incorporated herein by reference.

(d) Dividends. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Common Stock Market Price and Dividend Information”

“Merger Agreement—Conduct of Business Pending the Merger”

(e) Prior Public Offerings. None.

(f) Prior Stock Purchases. The information contained in the proxy statement under the caption “Information Regarding Common Stock Transactions—Purchases by Plains Resources” is incorporated herein by reference.

Item 3. Identity and Background of Filing Persons

Regulation M-A

Item 1003

(a) Name and Address. The business address for Sable Investments, L.P. and Sable Investments, LLC is 700 Milam, Suite 3100, Houston, Texas 77002, and their telephone number is (832) 239-6000. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Summary”

“Current Executive Officers and Directors of Plains Resources”

“Current Executive Officers and Directors of Vulcan Energy and Vulcan Merger Subsidiary”

“Information About the Transaction Participants”

(b) Business and Background of Entities. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Summary”

“Information About the Transaction Participants”

“Certain Relationships and Related Transactions”

(c) Business and Background of Natural Persons. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Summary”

“Current Executive Officers and Directors of Plains Resources”

“Current Executive Officers and Directors of Vulcan Energy and Vulcan Merger Subsidiary”

“Information About the Transaction Participants”

Item 4. Terms of the Transaction

Regulation M-A

Item 1004

(a)(1) Material Terms. Tender Offers. Not applicable.

(a)(2) Mergers or Similar Transactions. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Merger”

“Information Concerning the Special Meeting”

“Special Factors—Structure of the Transaction”

“Special Factors—Background of the Merger”

“Special Factors—Recommendations of the Special Committee and the Board of Directors; Reasons for Recommending the Approval and Adoption of the Merger Agreement and the Merger”

“Special Factors—Purposes of the Merger; Certain Effects of the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Agreements with the Management Stockholders”

“Material U.S. Federal Income Tax Consequences”

“Merger Agreement”

(c) Different Terms. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Agreements with the Management Stockholders”

“Merger Agreement”

(d) Appraisal Rights. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Merger”

“Appraisal Rights”

“Merger Agreement—Appraisal Rights”

Appendix C

(e) Provisions for Unaffiliated Security Holders. The Filing Persons have made no provisions in connection with this transaction to grant unaffiliated security holders access to the respective corporate files of any of the Filing Persons or to obtain counsel or appraisal services at the expense of the Filing Persons.

(f) Eligibility for Listing or Trading. Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements

Regulation M-A

Item 1005

(a) Transactions. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Agreements with the Management Stockholders”

“Information About the Transaction Participants—Past Contacts, Transactions, Negotiations and Agreements”

(b) Significant Corporate Events. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

(c) Negotiations or Contacts. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Agreements with the Management Stockholders”

(d) Conflicts of Interest. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Purposes of the Merger; Certain Effects of the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Agreements with the Management Stockholders”

(e) Agreements Involving the Subject Company’s Securities. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Agreements with the Management Stockholders”

“Information About the Transaction Participants—Past Contacts, Transactions, Negotiations and Agreements”

Item 6. Purposes of the Transaction and Plans or Proposals

Regulation M-A

Item 1006

(b) Use of Securities Acquired. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Merger”

“Special Factors—Structure of the Transaction”

“Special Factors—Agreements with the Management Stockholders”

“Special Factors—Plans for Plains Resources Following the Merger”

“Merger Agreement”

(c)(1)-(8) Plans. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Structure of the Transaction”

“Special Factors—Purposes of the Merger; Certain Effects of the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Agreements with the Management Stockholders”

“Special Factors—Plans for Plains Resources Following the Merger”

“Financing For the Merger”

“Merger Agreement”

Item 7. Purposes, Alternatives, Reasons and Effects

Regulation M-A

Item 1013

(a) Purposes. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Recommendations of the Special Committee and the Board of Directors; Reasons for Recommending the Approval and Adoption of the Merger Agreement and the Merger”

“Special Factors—Position of Vulcan Energy and the Vulcan Merger Subsidiary as to the Fairness of the Merger to Plains Resources Stockholders”

“Special Factors—Purposes of the Merger; Certain Effects of the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Agreements with the Management Stockholders”

“Special Factors—Plans For Plains Resources Following the Merger”

(b) Alternatives. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Recommendations of the Special Committee and the Board of Directors; Reasons for Recommending the Approval and Adoption of the Merger Agreement and the Merger”

“Special Factors—Purposes of the Merger; Certain Effects of the Merger”

“Special Factors—Plans For Plains Resources if the Merger is Not Completed”

(c) Reasons. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Recommendations of the Special Committee and the Board of Directors; Reasons for Recommending the Approval and Adoption of the Merger Agreement and the Merger”

“Special Factors—Opinions of Financial Advisor to the Special Committee”

“Special Factors—Position of Vulcan Energy and the Vulcan Merger Subsidiary as to the Fairness of the Merger to Plains Resources Stockholders”

“Special Factors—Purposes of the Merger; Certain Effects of the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Agreements with the Management Stockholders”

“Special Factors—Plans for Plains Resources Following the Merger”

(d) Effects. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Merger”

“Special Factors—Recommendations of the Special Committee and the Board of Directors; Reasons for Recommending the Approval and Adoption of the Merger Agreement and the Merger”

“Special Factors—Purposes of the Merger; Certain Effects of the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Agreements with the Management Stockholders”

“Special Factors—Plans for Plains Resources Following the Merger”

“Material U.S. Federal Income Tax Consequences”

Item 8. Fairness of the Transaction

Regulation M-A

Item 1014

(a) Fairness. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Recommendations of the Special Committee and the Board of Directors; Reasons for Recommending the Approval and Adoption of the Merger Agreement and the Merger”

“Special Factors—Opinions of Financial Advisor to the Special Committee”

“Special Factors—Position of Vulcan Energy and the Vulcan Merger Subsidiary as to the Fairness of the Merger to Plains Resources Stockholders”

“Special Factors—Interests of Certain Persons in the Merger”

(b) Factors Considered in Determining Fairness. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Merger”

“Special Factors—Structure of the Transaction”

“Special Factors—Background of the Merger”

“Special Factors—Recommendations of the Special Committee and the Board of Directors; Reasons for Recommending the Approval and Adoption of the Merger Agreement and the Merger”

“Special Factors—Opinions of Financial Advisor to the Special Committee”

“Special Factors—Position of Vulcan Energy and the Vulcan Merger Subsidiary as to the Fairness of the Merger to Plains Resources Stockholders”

“Special Factors—Purposes of the Merger; Certain Effects of the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Agreements with the Management Stockholders”

(c) Approval of Security Holders. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Merger”

“Information Concerning the Special Meeting—Vote Required; How Shares Are Voted”

“Special Factors—Recommendations of the Special Committee and the Board of Directors; Reasons for Recommending the Approval and Adoption of the Merger Agreement and the Merger”

“Special Factors—Position of Vulcan Energy and the Vulcan Merger Subsidiary as to the Fairness of the Merger to Plains Resources Stockholders”

(d) Unaffiliated Representative. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Recommendations of the Special Committee and the Board of Directors; Reasons for Recommending the Approval and Adoption of the Merger Agreement and the Merger”

“Special Factors—Opinions of Financial Advisor to the Special Committee”

“Special Factors—Position of Vulcan Energy and the Vulcan Merger Subsidiary as to the Fairness of the Merger to Plains Resources Stockholders”

(e) Approval of Directors. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Background of the Merger”

“Special Factors—Recommendations of the Special Committee and the Board of Directors; Reasons for Recommending the Approval and Adoption of the Merger Agreement and the Merger”

“Special Factors—Position of Vulcan Energy and the Vulcan Merger Subsidiary as to the Fairness of the Merger to Plains Resources Stockholders”

(f) Other Offers. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Recommendations of the Special Committee and the Board of Directors; Reasons for Recommending the Approval and Adoption of the Merger Agreement and the Merger”

“Special Factors—Position of Vulcan Energy and the Vulcan Merger Subsidiary as to the Fairness of the Merger to Plains Resources Stockholders”

Item 9. Reports, Opinions, Appraisals and Negotiations

Regulation M-A

Item 1015

(a) Report, Opinion or Appraisal. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Recommendations of the Special Committee and the Board of Directors; Reasons for Recommending the Approval and Adoption of the Merger Agreement and the Merger”

“Special Factors—Opinions of Financial Advisor to the Special Committee”

“Special Factors—Position of Vulcan Energy and the Vulcan Merger Subsidiary as to the Fairness of the Merger to Plains Resources Stockholders”

Appendix B

(b) Preparer and Summary of the Report, Opinion or Appraisal. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Opinions of Financial Advisor to the Special Committee”

“Special Factors—Fees and Expenses”

Appendix B

(c) Availability of Documents. The information contained in the proxy statement under the caption “Special Factors—Opinion of Financial Advisor to the Special Committee” is incorporated herein by reference.

Item 10. Source and Amounts of Funds or Other Consideration

Regulation M-A

Item 1007

(a) Source of Funds. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Merger”

“Special Factors—Structure of the Transaction”

“Special Factors—Agreements with the Management Stockholders”

“Financing For the Merger”

“Merger Agreement”

(b) Conditions. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Structure of the Transaction”

“Special Factors—Agreements with the Management Stockholders”

“Financing For the Merger”

“Merger Agreement”

(c) Expenses. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Summary”

“Information Concerning the Special Meeting—Proxy Solicitation”

“Special Factors—Fees and Expenses”

“Financing For the Merger—Requirements”

(d) Borrowed Funds. Not applicable.

Item 11. Interest in Securities of the Subject Company

Regulation M-A

Item 1008

(a) Securities Ownership. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Special Factors—Interests of Certain Persons in the Merger”

“Security Ownership of Certain Beneficial Owners and Management of Plains Resources”

(b) Securities Transactions. The information contained in the proxy statement under the caption “Information Regarding Common Stock Transactions” is incorporated herein by reference.

Item 12. The Solicitation or Recommendation

Regulation M-A

Item 1012

(d) Intent to Tender or Vote in a Going-Private Transaction. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Merger”

“Information Concerning the Special Meeting—Vote Required; How Shares Are Voted”

(e) Recommendations of Others. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Merger”

“Information Concerning the Special Meeting—Proxy Solicitation”

“Special Factors—Recommendations of the Special Committee and the Board of Directors; Reasons for Recommending the Approval and Adoption of the Merger Agreement and the Merger”

“Special Factors—Position of Vulcan Energy and the Vulcan Merger Subsidiary as to the Fairness of the Merger to Plains Resources Stockholders”

Item 13. Financial Statements

Regulation M-A

Item 1010

(a) Financial Information. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Plains Resources Selected Historical Consolidated Financial Data”

“Miscellaneous Other Information—Where You Can Find More Information”

(b) Pro Forma Information. Not applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

Regulation M-A

Item 1009

(a) Solicitations or Recommendations. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Summary”

“Information Concerning the Special Meeting—Proxy Solicitation”

“Special Factors—Recommendations of the Special Committee and the Board of Directors; Reasons for Recommending the Approval and Adoption of the Merger Agreement and the Merger”

“Special Factors—Opinions of the Financial Advisor to the Special Committee”

“Special Factors—Position of Vulcan Energy and the Vulcan Merger Subsidiary as to the Fairness of the Merger to Plains Resources Stockholders”

Appendix B

(b) Employees and Corporate Assets. The information contained in the proxy statement under the following captions is incorporated herein by reference:

“Summary”

“Information Concerning the Special Meeting—Proxy Solicitation”

“Special Factors—Background of the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

Item 15. Additional Information

Regulation M-A

Item 1011

(b) Other Material Information. The entirety of the proxy statement, including all appendices thereto, is incorporated herein by reference.

Item 16. Exhibits

Regulation M-A

Item 1016

(a)(1) Not applicable.

(a)(3) Definitive proxy statement, incorporated herein by reference to Schedule 14A as filed with the Securities and Exchange Commission by Plains Resources Inc. on June 23, 2004.

(b) Not applicable.

(c)(1) February 18, 2004 Presentation to the Board of Directors.*

(c)(2) Opinion of Petrie Parkman & Co., dated February 18, 2004.

(c)(3) February 13, 2004 Presentation to the Special Committee.

(c)(4) March 11, 2004 Special Committee Discussion Materials.

(c)(5) March 29, 2004 Special Committee Discussion Materials.

(c)(6) May 6, 2004 Special Committee Discussion Materials.

(c)(7) Standard & Poor’s Preliminary Ratings Letter, dated May 6, 2004.

(c)(8) Opinion of Petrie Parkman & Co., dated June 7, 2004 (included as Appendix B to the definitive proxy statement).

(c)(9) Netherland, Sewell & Associates, Inc.’s Letter re: Reserves and Future Revenues of Plains Resources Inc., dated February 11, 2004.

(d)(1) Agreement and Plan of Merger, dated as of February 19, 2004, by and among Vulcan Energy Corporation, Prime Time Acquisition Corporation and Plains Resources Inc. (included as Appendix A to the definitive proxy statement).

(d)(2) Amended and Restated Subscription Agreement, dated as of February 19, 2004, by and among Vulcan Energy Corporation, Paul G. Allen, James C. Flores and John T. Raymond (included as Exhibit 99(a) to the Schedule 13D/A, which was filed by Plains Resources, the Management Stockholders, Mr. Allen and Vulcan Energy on February 26, 2004).

(d)(3) Form of Stockholders’ Agreement, dated as of November 19, 2003, by and among Vulcan Energy Corporation, Paul G. Allen, James C. Flores and John T. Raymond.*

(d)(4) Form of Exclusivity Agreement, dated as of November 19, 2003, by and among Paul G. Allen, James C. Flores and John T. Raymond.*

(d)(5) Form of Proposed Employment Agreement for James C. Flores; Summary of Key Terms.*

(d)(6) Form of Proposed Employment Agreement for John T. Raymond; Summary of Key Terms.*

(f) Section 262 of the Delaware General Corporation Law (included as Appendix C to the definitive proxy statement).

(g) Not applicable.

  * Previously filed on March 2, 2004.

SIGNATURES

After due inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: June 23, 2004	PLAINS RESOURCES INC.
		By: /s/ John T. Raymond
		Name: John T. Raymond
		Title:   Chief Executive Officer
Dated: June 23, 2004		/s/ James C. Flores
		James C. Flores
Dated: June 23, 2004		/s/ John T. Raymond
		John T. Raymond
Dated: June 23, 2004	PRIME TIME ACQUISITION CORPORATION
		By: /s/ David N. Capobianco
		Name: David N. Capobianco
		Title:   Vice President
Dated: June 23, 2004	VULCAN ENERGY CORPORATION
		By: /s/ David N. Capobianco
		Name: David N. Capobianco
		Title:   Vice President
Dated: June 23, 2004	SABLE INVESTMENTS, L.P.
		By: its general partner, SABLE INVESTMENTS, LLC By: /s/ James C. Flores
		James C. Flores, its sole member
Dated: June 23, 2004	SABLE INVESTMENTS, LLC
		By: /s/ James C. Flores
		James C. Flores, its sole member

EX-99.(C)(2)

EXHIBIT (c)(2)

PETRIE PARKMAN & Co.

600 Travis, Suite 7400

Houston, Texas 77002

713/650-3383 • Fax: 713/650-8461

February 18, 2004

The Special Committee of the Board of Directors and

The Board of Directors

Plains Resources Inc.

700 Milam Street

Suite 3100

Houston, Texas 77002

Gentlemen:

Vulcan Energy Corporation, a Delaware corporation (“Parent”), Prime Time Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (the “Purchaser”), and Plains Resources Inc., a Delaware corporation (“Plains”) or the “Company”), propose to enter into an agreement and plan of merger (the “Merger Agreement”) which provides for, among other things, the merger (the “Merger”) of the Purchaser with and into Plains, as a result of which Plains will become a wholly owned subsidiary of Parent. Upon consummation of the Merger, each issued and outstanding share of Plains common stock, par value $0.10 per share (the “Plains Common Stock”), owned by Plains stockholders (the “Public Stockholders”) will be converted into the right to receive $16.75 per share in cash (the “Merger Consideration”).

You have requested our opinion as to whether the Merger Consideration is fair from a financial point of view to the Public Stockholders other than James C. Flores and John T. Raymond and their respective affiliates.

In arriving at our opinion, we have, among other things:

1. reviewed certain publicly available business and financial information relating to the Company, including (i) its Annual Reports on Form 10-K and related audited financial statements for the fiscal years ended December 31, 2000, December 31, 2001 and December 31, 2002 and (ii) its Quarterly Report on Form 10-Q and related unaudited financial statements for the fiscal quarter ended September 30, 2003;

2. reviewed certain information prepared and provided by the Company, including operation statements and unaudited financial statements for the fiscal year ended December 31, 2003;

3. reviewed certain publicly available business and financial information relating to Plains All American Pipeline, L.P. (“PAAP”), including (i) its Annual Reports on Form 10-K and related audited financial statements for the fiscal years ended December 31, 2000, December 31, 2001 and December 31, 2002 and (ii) its Quarterly Report on Form 10-Q and related unaudited financial statements for the fiscal quarter ended September 30, 2003;

4. reviewed estimates of the Company’s proved, probable and possible oil and gas reserves, prepared by the independent engineering firm of Netherland, Sewell & Associates, Inc. as of December 31, 2002;

DENVER	LONDON
475 Seventeenth Street, Suite 1100 Denver, Colorado 80202 303/292-3877 • Fax: 303/292-4284	35 Abbotsbury Road London, W14 8EL 4420/7460-0902 • Fax: 4420/7460-0906

5. analyzed certain historical and projected financial and operating data of the Company prepared by the management and staff of the Company;

6. reviewed certain historical and projected financial and operating data of PAAP prepared by the management and staff of PAAP;

7. discussed the current and projected operations and prospects of the Company and PAAP with the management and staff of the Company;

8. reviewed the historical trading history of Plains Common Stock and PAAP common units;

9. compared recent stock market capitalization indicators for the Company and PAAP with recent stock market capitalization indicators for certain other publicly traded independent energy companies;

10. compared the financial terms of the Merger with the financial terms, to the extent publicly available, of other transactions that we deemed to be relevant;

11. participated in discussions and negotiations among the representatives of the Special Committee of the Board of Directors, Plains, Parent and their respective legal and financial advisors;

12. reviewed a draft dated February 17, 2004 of the Merger Agreement; and

13. reviewed such other financial studies and analyses and performed such other investigations and took into account such other matters as we have deemed necessary or appropriate.

In preparing our opinion, we have assumed and relied upon, without assuming any responsibility for, or independently verifying, the accuracy and completeness of all information supplied or otherwise made available to us by the Company and PAAP. We have further relied upon the assurances of representatives of the management of the Company that they are unaware of any facts that would make the information provided to us incomplete or misleading in any material respect. With respect to projected financial and operating data, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of the Company and PAAP relating to the future financial and operational performance of the Company and PAAP, respectively. With respect to the estimates of oil and gas reserves, we have assumed that they have been reasonably prepared on bases reflecting the best available estimates and judgments of Netherland, Sewell & Associates, Inc., relating to the oil and gas properties of Plains. We have not made an independent evaluation or appraisal of the assets or liabilities of the Company, nor, except for the estimates of oil and gas reserves referred to above, have we been furnished with any such evaluations or appraisals. In addition, we have not assumed any obligation to conduct, nor have we conducted, any physical inspection of the properties or facilities of the Company. We have also assumed that the Merger Agreement executed and delivered by the parties will contain identical financial and economic terms and otherwise be substantially similar to the last draft reviewed by us, and that the conditions precedent in the Merger Agreement are not waived.

Our opinion relates solely to the fairness, from a financial point of view, of the Merger Consideration to the Public Stockholders of Plains Common Stock other than James C. Flores and John T. Raymond and their respective affiliates and we have not considered the consideration to be received by James C. Flores and John T. Raymond in connection with the Merger. Our advisory services and the opinion expressed herein are provided for the information and assistance of the Special Committee of the Board of Directors and the Board of Directors of the Company in connection with its consideration of the Merger and our opinion does not constitute a recommendation to any holder of Plains Common Stock as to how such stockholder should vote on the Merger. Our opinion does not address the underlying business decision of the Company to engage in the Merger. We have not been asked to consider, and this opinion does not address, the tax consequences of the Merger to any particular stockholder of Plains, or the prices at which the Plains Common Stock will actually trade at any time, including following the announcement or consummation of the Merger. We are not rendering any legal or accounting advice and we understand the Company is relying on its legal counsel and accounting advisors as to legal and accounting matters in connection with the Merger. As you are aware, we are acting as financial advisor to the Special Committee of the Board of Directors of Plains and we will receive a fee from Plains for our

services, a portion of which is contingent upon the consummation of the Merger. In addition, the Company has agreed to indemnify us for certain liabilities arising out of our engagement. We have, in the past, provided financial advisory services to Plains, and have received customary fees for such services. Furthermore, in the ordinary course of business, we or our affiliates may trade in the debt or equity securities of the Company for the accounts of our customers or for our own account and, accordingly, may at any time hold a long or short position in such securities.

Our opinion in rendered on the basis of conditions in the securities markets and the oil and gas markets prevailing as of the date hereof and the conditions and prospects, financial and otherwise, of the Company as they have been represented to us as of the date hereof or as they were reflected in the materials and discussions described above. It should be understood that subsequent developments may affect this opinion and that we do not have any obligation to update, revise, or reaffirm this opinion.

Based upon and subject to the foregoing, it is our opinion that, as of the date hereof, the Merger Consideration is fair, from a financial point of view, to the Public Stockholders other than James C. Flores and John T. Raymond and their respective affiliates.

Very truly yours,
PETRIE PARKMAN & CO., INC.
By:	/s/    JON C. HUGHES

EX-99.(C)(3)

EXHIBIT (c)(3)

Pershing Square Capital Management, LLC / Leucadia National Corporation Proposal Summary

February 13, 2004

PETRIE PARKMAN & Co.

Summary of Pershing / Leucadia Proposal DRAFT

Form of Transaction Pershing Square Pipeline, Inc. (“the Buyer”), a joint venture to be formed by Leucadia National Corporation (“Leucadia”) and Pershing Square Capital Management, LLC

(“Pershing”) would acquire 100% of the capital stock of Plains Resources, Inc. (“PLX”).

Consideration Approximately $75 MM in cash and up to approximately 10.9 million newly issued publicly traded securities of the Buyer (“Buyer Securities”). Each PLX shareholder will have the option to elect cash and/or Buyer Securities in exchange for their existing PLX shares.

In order to provide additional liquidity to investors who desire a larger portion of merger consideration in cash, the transaction will include a mechanism whereby PLX shareholders will be able to sell to the Buyer or its assignee on a pro-rata basis up to approximately 2.38 MM of Buyer Securities at $31.50 for a total of $75 MM for a limited period after the closing.

Description of Buyer Securities Publicly listed on the NYSE (or another national securities exchange or market) Quarterly distributions expected to equal the quarterly per unit distribution paid by PAA, plus an additional distribution of $0.02 per quarter Face or liquidation value of $33.00 Maturity date not less than 20 years after the issuance date At maturity, the Buyer will be obligated to pay the holders of each outstanding Buyer Security, the greater of (i) $33.00 or (ii) the market price of one MLP unit of PAA (provided the Buyer may satisfy its obligations by exchanging MLP units for outstanding Buyer Securities

Offer Expiration Friday, February 13, 2004; 6:00 pm New York time

PETRIE PARKMAN & Co.

1

Summary of Pershing / Leucadia Proposal DRAFT

Buyer PAA Unit Purchase At the Buyer’s option prior to the consummation of the merger, PLX will sell at the then market price to the Buyer, a sufficient number of PAA units held by PLX to utilize PLX’s available NOL. Buyer currently estimates purchasing approximately $50 MM of PAA units from PLX (approximately 1.5 million units). These funds will be used by

PLX to fund the merger consideration.

Definitive Merger Agreement The merger agreement will contain customary representations, warranties, terms and conditions, indemnification provisions and a “customary” fiduciary out provision

Termination Fee $12 MM

Conditions Precedent Authorization and approval of the board of directors of Leucadia Satisfactory due diligence on PLX and PAA Other

PETRIE PARKMAN & Co.

2

Historical PAA Unit Performance DRAFT

PAA Common Unit Performance

(2001-2004 YTD)

$50.00 PAA 1,000

($ /Unit)

Current Price (2/12/04) $31.73 52 Week High $33.68 $45.00 52 Week Low $24.24 900 Average Price $40.00 1 Month Prior $32.64 800 3 Months Prior $32.06 6 Months Prior $31.46 1 Year Prior $29.80

$35.00 700

/Unit) Trading Day Average (000s) 30 Days Prior $32.67 90 Days Prior $31.63

$ $30.00 600

( 120 Days Prior $31.46

Volume Price

$25.00 500

Unit $20.00 400

$15.00 300 $10.00 200 $5.00 100

$0.00 0 Jan-01 May-01 Sep-01 Feb-02 Jun-02 Oct-02 Mar-03 Jul-03 Nov-03

PETRIE PARKMAN & Co.

3

Illustrative Offer Valuation – Max Securities Case DRAFT

Proposed Consideration Summary

Total Consideration to

Form of Consideration PLX Shareholders Per PLX Share

Max Securities Case

Cash ($MM) $75.0 $3.09 Buyer Securities (MM) 10.9 0.45

Max Cash Case—$31.50 Cash Liquidity Option for 2.38 MM Buyer Securities

Cash ($MM) $150.0 $6.18 Buyer Securities (MM) 8.5 0.35

Implied Consideration—Max Securities Case

Illustrative Buyer Securities Buyer Securities Cash Total Trading Price of Consideration Consideration Per Consideration Per Consideration Per Buyer Security Per PLX Share PLX Share ($/Sh) PLX Share ($/Sh) PLX Share ($/Sh) $27.00 0.45 $12.13 $3.09 $15.22 $28.00 0.45 $12.58 $3.09 $15.67 $29.00 0.45 $13.03 $3.09 $16.12 $30.00 0.45 $13.47 $3.09 $16.57 $31.00 0.45 $13.92 $3.09 $17.01 $31.50 0.45 $14.15 $3.09 $17.24 $32.00 0.45 $14.37 $3.09 $17.46 $33.00 0.45 $14.82 $3.09 $17.91 $34.00 0.45 $15.27 $3.09 $18.36 $35.00 0.45 $15.72 $3.09 $18.81

PETRIE PARKMAN & Co.

4

Illustrative Offer Valuation – Max Cash Case DRAFT

Proposed Consideration Summary

Total Consideration to

Form of Consideration PLX Shareholders Per PLX Share

Max Securities Case

Cash ($MM) $75.0 $3.09 Buyer Securities (MM) 10.9 0.45

Max Cash Case—$31.50 Cash Liquidity Option for 2.38 MM Buyer Securities

Cash ($MM) $150.0 $6.18 Buyer Securities (MM) 8.5 0.35

Implied Consideration—Max Cash Case

Illustrative Buyer Securities Buyer Securities Cash Total Trading Price of Consideration Consideration Per Consideration Per Consideration Per Buyer Security Per PLX Share PLX Share ($/Sh) PLX Share ($/Sh) PLX Share ($/Sh) $27.00 0.35 $9.48 $6.18 $15.66 $28.00 0.35 $9.83 $6.18 $16.01 $29.00 0.35 $10.18 $6.18 $16.36 $30.00 0.35 $10.53 $6.18 $16.71 $31.00 0.35 $10.88 $6.18 $17.06 $31.50 0.35 $11.06 $6.18 $17.24 $32.00 0.35 $11.23 $6.18 $17.41 $33.00 0.35 $11.58 $6.18 $17.77 $34.00 0.35 $11.94 $6.18 $18.12 $35.00 0.35 $12.29 $6.18 $18.47

PETRIE PARKMAN & Co.

5

Illustrative Trading Price of Buyer Security DRAFT

Illustrative Trading Price of Buyer Security Based on Discount to PAA Current Yield

Current Unit / Annual Cash Cash Distribution Implied Security Distribution Yield Trading Price PAA Units $2.25 7.1% $31.73

Buyer Security (PAA + $0.08) $2.33 7.1% $32.86

Illustrative Trading Implied Trading Price of Price of Buyer Buyer Security Based on Illustrative Security after Current PAA Unit Price (Yield) Discount Assumed Discount $32.86 0.0% $32.86 $32.86 2.5% $32.04 $32.86 5.0% $31.22 $32.86 7.5% $30.39 $32.86 10.0% $29.57 $32.86 12.5% $28.75 $32.86 15.0% $27.93

PETRIE PARKMAN & Co.

6

Illustrative Trading Price of Buyer Security DRAFT

Illustrative Trading Price of Buyer Security Based on Various Yields

Annual Cash Unit

Distribution Price Yield PAA Current $2.25 $31.73 7.1%

Illustrative Annual Cash Distribution Illustrative Trading Price of Buyer Security

Buyer Security Yield on Distribution to Buyer Security

PAA (PAA + $0.08) 6.5% 7.0% 7.5% 8.0% 8.5% 9.0% $2.25 $2.33 $35.85 $33.29 $31.07 $29.13 $27.41 $25.89 $2.30 $2.38 $36.62 $34.00 $31.73 $29.75 $28.00 $26.44 $2.35 $2.43 $37.38 $34.71 $32.40 $30.38 $28.59 $27.00 $2.40 $2.48 $38.15 $35.43 $33.07 $31.00 $29.18 $27.56

PETRIE PARKMAN & Co.

7

Kinder Morgan Historical Market Performance DRAFT

Kinder Morgan Management (KMR) vs Kinder Morgan Energy Partners (KMP)

(Since KMR IPO)

$60.00

$50.00 KMR KMP

/Unit) $40.00 $            Unit Price ( $30.00

Average Discount $20.00

1 Week Prior 8.8% 1 Month Prior 10.2% 3 Months Prior 12.1% 6 Months Prior 12.3% $10.00 1 Year Prior 13.4%

$0.00

May-01 Aug-01 Nov-01 Feb-02 May-02 Aug-02 Nov-02 Feb-03 May-03 Aug-03 Nov-03

PETRIE PARKMAN & Co.

8

Enbridge Energy Historical Market Performance DRAFT

Enbridge Energy Management (EEQ) vs Enbridge Energy Partners (EEP)

(Since EEQ IPO)

$60.00

EEQ EEP

$50.00

/Unit) $40.00 $

$30.00

Unit Price ( Average Discount

1 Week Prior 4.0% 1 Month Prior 3.8% 3 Months Prior 6.1% $20.00 6 Months Prior 8.9% 1 Year Prior 11.9%

$10.00

$0.00

Oct-02 Jan-03 Apr-03 Jul-03 Oct-03 Jan-04

PETRIE PARKMAN & Co.

9

Leucadia National Corporation Overview DRAFT

Leucadia National Corp. is a diversified holding company engaged in a variety of businesses, including telecommunications, banking and lending, manufacturing, real estate activities, winery operations, development of a copper mine and property and casualty reinsurance. Banking and lending operations historically made collateralized personal automobile installment loans to individuals who have difficulty obtaining credit at interest rates above those charged to individuals with good credit histories. Manufacturing operations manufacture and market proprietary lightweight plastic netting used for a variety of purposes. Leucadia’s domestic real estate operations consist of a variety of commercial properties, residential land development projects and other unimproved land, all in various stages of development and all available for sale.

LUK Common Stock Performance

(2001-2004 YTD)

Enterprise Value

in millions $50.00 1,000

Stock Price (as of 2/12/04) $50.37

Shares Outstanding 69.6 $45.00 900

Market Value of Equity $3,508.0 $40.00 800

Debt $613.6 Minority Interest 12.1 $35.00 700

Less: Net Working Capital (428.9) /Unit)

Enterprise Value $3,704.7 $ $30.00 600 $25.00 500 Volume (000s)

Credit Measures Unit Price (

As of $20.00 400

9/30/03

Debt / Enterprise Value 16% $15.00 300 Debt + Preferred / Book Cap 27% $10.00 200

Credit Ratings:

Standard & Poor’s BBB- $5.00 100 Moody’s Ba1 $0.00 0 Jan-01 May-01 Sep-01 Feb-02 Jun-02 Oct-02 Mar-03 Jul-03 Nov-03

PETRIE PARKMAN & Co.

10

EX-99.(C)(4)

EXHIBIT (c)(4)

PLX Special Committee Discussion Materials

March 11, 2004

PETRIE PARKMAN & Co.

Table of Contents

I. Summary of Leucadia March 5, 2004 Proposal

II. Potential Issues for Consideration

III. Appendix

Leucadia March 5, 2004 Proposal and Proposed Term Sheet for Notes

PETRIE PARKMAN & Co. i

Summary of Pershing Square / Leucadia February 12, 2004 Proposal

Form of Transaction Leucadia National Corporation (“Leucadia”), and/or any of its respective affiliates through a newly formed entity (“Buyer”), would acquire 100% of the capital stock of Plains Resources, Inc. (“PLX”) through a merger of Buyer with and into PLX.

Consideration PLX shareholders would receive $1.19 in cash plus 0.5019 newly issued notes (“Notes”) of PLX for each share of PLX. In the transaction, PLX would issue 12.4 MM Notes, one

Note for each PAA Unit owned by PLX.

Thirty to sixty days after closing, Leucadia would use commercially reasonable efforts to commence a tender offer to repurchase up to 3.125 MM Notes at a purchase price of $32.00 per Note (up to $100 MM total).

Description of Notes PLX is Issuer

Publicly listed on the NYSE (or another national securities exchange or market) Quarterly interest in an amount equal to the quarterly per unit distribution paid by PAA, plus an additional distribution of $0.03 per quarter, subject to a minimum annual interest payment of $1.00 per Note Face amount of the greater of (i) $34.00 or (ii) the FMV of one PAA MLP Unit on the day prior to closing of the merger plus $0.25 per Note (“Face Amount”) Maturity 20 years after issue date; no early redemption At maturity, the Buyer will be obligated to pay the holders of each outstanding Note the greater of (i) Face Amount or (ii) the market price of one PAA MLP unit (a) in cash, (b) in MLP Units at the then-current market price of the PAA MLP Units, or (c) in any combination of cash or PAA MLP Units at the option of Buyer Issuer and Buyer may defer interest payments at any time and from time to time for up to 60 consecutive months if they do not have sufficient cash on hand to make an interest payment

PETRIE PARKMAN & Co.

1

Summary of Leucadia March 5, 2004 Proposal

Cont’d

Description of Notes (cont’d) Notes to be secured by a number of PAA MLP Units equal to the number of Notes outstanding Notes to be issued under an indenture with customary covenants for o Payment of interest o Provision of reports o Restrictions on incurrence of additional indebtedness o Restrictions on transaction with affiliates o Restrictions on payments of dividends, asset sales, and liens Other customary provisions including permitting amendments to the Indenture with consent of a majority of the principal amount of the Notes outstanding, provided that without consent of each holder of the Notes an amendment or waiver may not reduce the principal amount of Notes required to consent to amendments, reduce principal of or change the maturity date, and other customary provisions Leucadia to endeavor to cause a when-issued market to develop for the Notes prior to the consummation of the transaction as promptly as permissible under regulatory requirements

Definitive Merger Agreement The merger agreement to be based on Vulcan merger agreement, “modified only to reflect the economic terms of the Leucadia transaction and to make certain conforming changes”

Expenses Parties to enter into a revised expense reimbursement agreement on terms to be mutually agreed upon

Conditions Satisfactory due diligence on PLX which is to be completed in seven days Execution of a definitive merger agreement

PETRIE PARKMAN & Co.

2

Summary of Leucadia March 5, 2004 Proposal

Summary of Changes to Proposal

March 5, 2004 Proposal February 12, 2004 Proposal Consideration (per PLX share) $1.19 cash and 0.5019 Notes $3.09 cash and 0.44 Buyer Securities Stand-by Financing 30-60 days after closing, Leucadia will Mechanism by which Buyer would offer to commence a tender offer to repurchase up to buy up to $75 MM of Buyer Securities at 3.125 MM Notes at purchase price of $32.00 $31.50 per Buyer Security for a limited per Note up to $100 MM total period after closing Description of the Notes / Buyer Debt security Type of security not determined

Securities

Quarterly interest equal PAA LP unit Quarterly distribution equal to PAA LP distributions + $0.03, with $1.00 annual unit distributions +$0.02 minimum Face or value of $34.00 Face value of $33.00 Maturity 20 years after issuance date; no Maturity not less than 20 years after early redemption issuance At maturity, PLX will owe the Note At maturity, Buyer will be obligated to principal amount of the greater of $34.00 the pay the holders of the Buyer or the market value of a PAA unit at Securities the greater of $33.00 or the closing + $0.25 (“Face Value”) or the then market price of one PAA unit, by (i) current market value of one PAA unit, by paying cash, (ii) exchanging PAA units (i) paying cash, (ii) exchanging PAA units for the Buyer Securities for the Notes, or (iii) any combination of cash and PAA MLP units at the current market price at the option of Buyer Merger Agreement Vulcan agreement, revised only to reflect the Customary reps, warranties, terms and economics of the Leucadia proposal and to conditions, indemnifications, and make certain conforming changes “customary” fiduciary out Other Leucadia board has approved Subject to Leucadia board approval Subject to one-week due diligence; PAA Subject to satisfactory due diligence on diligence requirement eliminated PLX and PAA

PETRIE PARKMAN & Co.

3

Summary of Leucadia March 5, 2004 Proposal

Illustrative Offer Valuation – Max Securities Case

Proposed Consideration Summary

Total Consideration to

Form of Consideration PLX Shareholders Per PLX Share

Max Securities Case

Cash ($MM) $29.4 $1.19 Notes (# of Notes, MM) 12.4 0.5019

Implied Consideration—Max Securities Case

Illustrative Notes Notes Cash Total Trading Price of Consideration Consideration Per Consideration Per Consideration Per Notes Per PLX Share PLX Share ($/Sh) PLX Share ($/Sh) PLX Share ($/Sh) $27.00 0.5019 $13.55 $1.19 $14.74 $28.00 0.5019 $14.05 $1.19 $15.24 $29.00 0.5019 $14.56 $1.19 $15.75 $30.00 0.5019 $15.06 $1.19 $16.25 $31.00 0.5019 $15.56 $1.19 $16.75 $32.00 0.5019 $16.06 $1.19 $17.25 $33.00 0.5019 $16.56 $1.19 $17.75 $33.86 0.5019 $16.99 $1.19 $18.18 $34.00 0.5019 $17.06 $1.19 $18.25

PETRIE PARKMAN & Co.

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Summary of Leucadia March 5, 2004 Proposal

Illustrative Offer Valuation – Max Cash Case

Proposed Consideration Summary

Total Consideration to

Form of Consideration PLX Shareholders Per PLX Share

Max Cash Case

Cash ($MM) $129.4 $5.24 Notes (# of Notes, MM) 9.3 0.3754

Implied Consideration—Max Cash Case

Illustrative Notes Notes Cash Total Trading Price of Consideration Consideration Per Consideration Per Consideration Per Notes Per PLX Share PLX Share ($/Sh) PLX Share ($/Sh) PLX Share ($/Sh) $27.00 0.3754 $10.14 $5.24 $15.37 $28.00 0.3754 $10.51 $5.24 $15.75 $29.00 0.3754 $10.89 $5.24 $16.12 $30.00 0.3754 $11.26 $5.24 $16.50 $31.00 0.3754 $11.64 $5.24 $16.88 $32.00 0.3754 $12.01 $5.24 $17.25 $33.00 0.3754 $12.39 $5.24 $17.63 $33.86 0.3754 $12.71 $5.24 $17.95 $34.00 0.3754 $12.76 $5.24 $18.00

PETRIE PARKMAN & Co.

5

Summary of Leucadia March 5, 2004 Proposal

Perspective on Notes

The Notes have characteristics of several types of securities which will impact their trading value and the discount rate required by investors, including

Security Similarities with Notes Differences with Notes PLX Common Stock Value derived in part from underlying Equity vs. debt security

PAA common units No cash distributions to PLX common holders Notes have no exposure to PAA GP upside Bond Indenture Notes have variable interests payments Interest payments Notes have variable principal repayable Market price a function of rating and at maturity interest rate environment Value of Notes derived in part from an Maturity date and face amount equity security of third party Ranked senior to equity of issuer Taxable distributions PAA MLP Units Value derived from PAA’s equity level Notes are debt securities cash flows Notes have different tax characteristics Distributions from Notes (interest) will likely be subject to higher tax than MLP unit distributions

I-Shares Value derived from underlying MLP Distributions in cash, not pay-in-kind common units Convertible Debt Value of principal component may Notes not convertible at option of holder change based on future value of Notes not convertible into underlying underlying equity security security

PETRIE PARKMAN & Co.

6

Summary of Leucadia March 5, 2004 Proposal

Preliminary Pro Forma Balance Sheet and Credit Statistics

Leucadia Post Leucadia Note Tender PLX Transaction Pro Forma Tender Offer Pro Forma 12/31/2003 Adjs1 12/31/2003 Adjs 12/31/2003

Cash $4.5 $4.5 $4.5 Other Current Assets 7.9 7.9 7.9 Net PP&E 53.3 (24.3) 29.0 29.0 Investment in PAA 100.5 399.5 500.0 500.0 Other Assets 9.8 9.8 9.8 Goodwill 0.0 184.9 184.9 184.9 Total Assets $176.0 $560.1 $736.1 $0.0 $736.1

Current Debt $20.0 ($20.0) $0.0 $0.0 Other Current Liabilities 11.8 11.8 11.8 Long Term Debt 30.0 (30.0) 0.0 0.0 Notes 0.0 471.2 2 471.2 (100.0) 371.2 Other Liabilities 6.2 6.2 6.2 Deferred Taxes 7.1 177.8 184.9 184.9 Shareholders’ Equity 100.9 (38.9) 2 62.0 100.0 162.0 Total Liabilities & Equity $176.0 $560.1 $736.1 $0.0 $736.1

2003 EBITDA $36.0 2.0 $38.0 $38.0 2003 Interest $2.2 30.8 $33.0 (7.4) $25.6

Credit Statistics:

Debt / 2003 EBITDA 1.4x 12.4x 9.8x 2003 EBITDA / Interest 16.4x 1.2x 1.5x Debt / Total Book Capitalization 33% 88% 70%

1 Based on terms of Leucadia proposal dated March 5, 2004, using Leucadia’s estimated value of the Notes of $33.86.

2 Assumes PLX common stock, restricted stock, and all options exchanged for $1.19 cash and 0.5019 Notes per terms of Leucadia draft merger agreement received March 10, 2004, with option exercise proceeds used to fund transaction.

PETRIE PARKMAN & Co.

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Summary of Leucadia March 5, 2004 Proposal

Historical PAA Unit Performance

PAA Common Unit Performance

(2001-2004 YTD)

PAA

$50.00 ($/Unit) 1,000

Current Price (3/9/04) $32.36 52 Week High $33.68 $45.00 52 Week Low $24.24 900 Calendar Day Average 1 Month Prior $31.93 $40.00 3 Months Prior $32.33 800 6 Months Prior $31.53 1 Year Prior $30.31 $35.00 Trading Day Average 700

/Unit) (000s)

30 Days Prior $31.99 90 Days Prior $31.87 $ 120 Days Prior $31.56

( $30.00 600 Volume Price

Unit $25.00 500 $20.00 400

$15.00 300 $10.00 200 $5.00 100

$0.00 0 Jan-01 May-01 Sep-01 Feb-02 Jun-02 Oct-02 Mar-03 Jul-03 Nov-03

PETRIE PARKMAN & Co.

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Summary of Leucadia March 5, 2004 Proposal

Yield Perspective Note:

Yield by S&P Rating Category

(All Industries)

30%

Yield—3/9/03 25% Yield—3/9/04

20%

15%

Yield to Worst (Weighted Average) 10% 5%

0%

BB+ BB BB- B+ B B- CCC+ CCC CCC- CC C PAA

Ind.

Yield Yield to Worst by Rating Category—All Industries S&P

Rating 3/9/2004 3/9/2003

BB+ 5.4% 8.1% BB 5.9% 8.3% BB- 6.0% 8.6% B+ 6.6% 9.5% B 7.8% 11.7% B- 8.5% 12.7% CCC+ 10.4% 16.2% CCC 11.9% 23.8% CCC- 16.2% 29.1% CC 18.9% 24.3% C 25.0% N/A

PAA Ind. Yield 7.0% 8.6%

Note: Yield data from Advantage Data Inc.; PAA and bond pricing as of 3/9/04.

PETRIE PARKMAN & Co.

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Summary of Leucadia March 5, 2004 Proposal

Yield Perspective (Cont’d) Note:

Average Bond Yields at Issuance by S&P Rating Category

(All Industries)

14%

13.1%

13% BB+ BB-

12.4% 12.3%

B CCC+ 12%

11.7%

Issuance 11%

10.5% 11.0%

10.0%

10% 9.7% 9.6% 9.2% 9.8% 9.4%

Yield at 9% 9.4%

8.9% 8.2% 8.8%

8%

7.9%

7%

7.1% 6.7% 6.2%

6%

2000 2001 2002 2003 2004

Note: Yield data from Advantage Data Inc. 2004 issuances through 3/9/04.

PETRIE PARKMAN & Co.

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Summary of Leucadia March 5, 2004 Proposal

Illustrative Current Yield Analysis

Maximum Securities Case

Assumed Annual Note Interest $2.37

Assumed Note Current Yield 7.0% 7.5% 8.0% 8.5% 9.0% 9.5% 10.0% 10.5%

Implied Market Value of Note $33.86 $31.60 $29.63 $27.88 $26.33 $24.95 $23.70 $22.57

Notes Per PLX Share 0.5019 0.5019 0.5019 0.5019 0.5019 0.5019 0.5019 0.5019 Note Consideration $16.99 $15.86 $14.87 $13.99 $13.22 $12.52 $11.90 $11.33 Cash Consideration $1.19 $1.19 $1.19 $1.19 $1.19 $1.19 $1.19 $1.19

Implied Consideration Per PLX Share $18.18 $17.05 $16.06 $15.18 $14.41 $13.71 $13.09 $12.52

Maximum Cash Case

Assumed Annual Note Interest $2.37

Assumed Note Current Yield 7.0% 7.5% 8.0% 8.5% 9.0% 9.5% 10.0% 10.5%

Implied Market Value of Note $33.86 $31.60 $29.63 $27.88 $26.33 $24.95 $23.70 $22.57

Notes Per PLX Share 0.3754 0.3754 0.3754 0.3754 0.3754 0.3754 0.3754 0.3754 Note Consideration $12.71 $11.86 $11.12 $10.47 $9.89 $9.37 $8.90 $8.47 Cash Consideration $5.24 $5.24 $5.24 $5.24 $5.24 $5.24 $5.24 $5.24

Implied Consideration Per PLX Share $17.95 $17.10 $16.36 $15.70 $15.12 $14.60 $14.13 $13.71

PETRIE PARKMAN & Co.

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Summary of Leucadia March 5, 2004 Proposal

Illustrative Current Yield Analysis (Cont’d)

Illustrative Trading Price of Notes Based on Various Yields Annual Cash Unit

Distribution Price Yield

PAA Current $2.25 $32.36 7.0%

Illustrative Annual Cash Distribution Illustrative Trading Price of Notes

PAA Note Yield on Distribution to Notes

LP Units (PAA + $0.12) 7.0% 7.5% 8.0% 8.5% 9.0% 9.5% $2.25 $2.37 $33.86 $31.60 $29.63 $27.88 $26.33 $24.95 $2.30 $2.42 $34.57 $32.27 $30.25 $28.47 $26.89 $25.47 $2.35 $2.47 $35.29 $32.93 $30.88 $29.06 $27.44 $26.00 $2.40 $2.52 $36.00 $33.60 $31.50 $29.65 $28.00 $26.53

Max Securities Case

Illustrative Annual Cash Distribution Implied Consideration per PLX Share

PAA Note Yield on Distribution to Notes

LP Units (PAA + $0.12) 7.0% 7.5% 8.0% 8.5% 9.0% 9.5% $2.25 $2.37 $18.18 $17.05 $16.06 $15.18 $14.41 $13.71 $2.30 $2.42 $18.54 $17.38 $16.37 $15.48 $14.69 $13.98 $2.35 $2.47 $18.90 $17.72 $16.69 $15.77 $14.96 $14.24 $2.40 $2.52 $19.26 $18.05 $17.00 $16.07 $15.24 $14.50

Maximum Cash Case

Illustrative Annual Cash Distribution Implied Consideration per PLX Share

PAA Note Yield on Distribution to Notes

LP Units (PAA + $0.12) 7.0% 7.5% 8.0% 8.5% 9.0% 9.5% $2.25 $2.37 $17.95 $17.10 $16.36 $15.70 $15.12 $14.60 $2.30 $2.42 $18.22 $17.35 $16.59 $15.93 $15.33 $14.80 $2.35 $2.47 $18.48 $17.60 $16.83 $16.15 $15.54 $15.00 $2.40 $2.52 $18.75 $17.85 $17.06 $16.37 $15.75 $15.20

PETRIE PARKMAN & Co.

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Summary of Leucadia March 5, 2004 Proposal

Preliminary Discounted Cash Flow Analysis

Petrie Parkman completed a 20-year discounted cash flow analysis of the Leucadia proposal dated March 5, 2004 based on the net present value of potential future cash flows of the notes plus the cash consideration in the transaction

Comments

Cash consideration $1.19 per share in maximum securities case; $5.24 per share in maximum cash case + NPV of note consideration Based on various PAA LP unit distribution scenarios and terminal MLP unit values over a range of discount rates Total consideration

PETRIE PARKMAN & Co.

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Summary of Leucadia March 5, 2004 Proposal

Preliminary Discounted Cash Flow Analysis (Cont’d)Note:

Maximum Securities Case

Discount Rate vs. PAA Distribution Rate Sensitivity Discount Rate vs. Redemption Price Sensitivity

Year 20 PAA MLP Unit Yield Assumption 10.0% PAA Annual Distribution Growth Assumption 2.0%

Illustrative Consideration—$            per PLX Share Illustrative Consideration—$            per PLX Share

PAA Annual Distribution Growth Rate Year 20 PAA MLP Unit Yield Assumption $20.28 0.0% 1.0% 2.0% 3.0% 4.0% $20.28 12.0% 11.0% 10.0% 9.0% 8.0% 13.0% $10.95 $11.46 $12.02 $12.90 $13.93 13.0% $12.02 $12.02 $12.02 $12.14 $12.32 12.0% $11.77 $12.34 $12.96 $13.96 $15.15 12.0% $12.96 $12.96 $12.96 $13.10 $13.32 11.0% $12.72 $13.34 $14.04 $15.19 $16.55 11.0% $14.04 $14.04 $14.04 $14.21 $14.48

Discount Discount

10.0% $13.80 $14.50 $15.27 $16.60 $18.18 10.0% $15.27 $15.27 $15.27 $15.49 $15.81

Rate Rate

9.0% $15.06 $15.83 $16.70 $18.23 $20.07 9.0% $16.70 $16.70 $16.70 $16.96 $17.35 8.0% $16.51 $17.38 $18.36 $20.13 $22.27 8.0% $18.36 $18.36 $18.36 $18.67 $19.15 7.0% $18.20 $19.18 $20.28 $22.34 $24.84 7.0% $20.28 $20.28 $20.28 $20.66 $21.24

Maximum Cash Case

Discount Rate vs. PAA Distribution Rate Sensitivity Discount Rate vs. Redemption Price Sensitivity

Year 20 PAA MLP Unit Yield Assumption 10.0% PAA Annual Distribution Growth Assumption 2.0%

Illustrative Consideration—$            per PLX Share Illustrative Consideration—$            per PLX Share

PAA Distribution Growth Rate Year 20 PAA MLP Unit Yield Assumption $19.52 0.0% 1.0% 2.0% 3.0% 4.0% $19.52 12.0% 11.0% 10.0% 9.0% 8.0% 13.0% $12.54 $12.92 $13.34 $14.00 $14.77 13.0% $13.34 $13.34 $13.34 $13.43 $13.56 12.0% $13.15 $13.57 $14.04 $14.79 $15.68 12.0% $14.04 $14.04 $14.04 $14.15 $14.31 11.0% $13.86 $14.33 $14.85 $15.71 $16.73 11.0% $14.85 $14.85 $14.85 $14.98 $15.18

Discount Discount

10.0% $14.67 $15.19 $15.77 $16.76 $17.95 10.0% $15.77 $15.77 $15.77 $15.93 $16.17

Rate Rate

9.0% $15.61 $16.19 $16.84 $17.99 $19.36 9.0% $16.84 $16.84 $16.84 $17.03 $17.33 8.0% $16.70 $17.35 $18.08 $19.41 $21.00 8.0% $18.08 $18.08 $18.08 $18.31 $18.67 7.0% $17.96 $18.69 $19.52 $21.06 $22.93 7.0% $19.52 $19.52 $19.52 $19.80 $20.24

Note: If PAA consummates a potential $300-400 MM acquisition in 2004 as discussed in its 2003 10-K, the acquisition could impact the above analysis by approximately $0.10 – $0.40 per share under the Leucadia proposal and related Notes.

PETRIE PARKMAN & Co.

14

Summary of Leucadia March 5, 2004 Proposal

Kinder Morgan Historical Market Performance

Kinder Morgan Management (KMR) vs Kinder Morgan Energy Partners (KMP)

(Since KMR IPO)

$60.00

KMR KMP $50.00

/Unit) $ $40.00

Unit Price ( $30.00

Average Discount

1 Week Prior 5.9% 1 Month Prior 6.8% $20.00

3 Months Prior 9.7% 6 Months Prior 10.3% 1 Year Prior 9.6%

$10.00 Since KMR IPO

Max 16.9% Min -5.1%

$0.00

May-01 Aug-01 Nov-01 Feb-02 May-02 Aug-02 Nov-02 Feb-03 May-03 Aug-03 Nov-03 Feb-04

PETRIE PARKMAN & Co.

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Summary of Leucadia March 5, 2004 Proposal

Enbridge Historical Market Performance

Enbridge Energy Management (EEQ) vs Enbridge Energy Partners (EEP)

(Since EEQ IPO)

$60.00

EEQ EEP

$50.00

/Unit) $40.00 $

$30.00 Average Discount

Unit Price ( 1 Week Prior 4.3% 1 Month Prior 4.9% 3 Months Prior 3.9% 6 Months Prior 6.2% $20.00 1 Year Prior 7.3% Since EEQ IPO

Max 16.0% $10.00 Min 1.9%

$0.00

Oct-02 Jan-03 Apr-03 Jun-03 Sep-03 Dec-03

PETRIE PARKMAN & Co.

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Summary of Leucadia March 5, 2004 Proposal

Illustrative Trading Price Discount Analysis

Illustrative Implied Consideration per PLX share Based on Discount to PAA Current Yield

Current Unit / Annual Cash Cash Distribution Implied Notes Distribution Yield Trading Price PAA Units $2.25 7.0% $32.36

Notes (PAA + $0.12) $2.37 7.0% $33.86

Illustrative Trading

Implied Trading Price of Price of Implied Total Consideration ($            per share) Notes Based on Illustrative Notes after Max Securities Max Cash Current PAA Unit Price (Yield) Discount Assumed Discount Case Case $33.86 0.0% $33.86 $18.18 $17.95 $33.86 2.5% $33.01 $17.76 $17.63 $33.86 5.0% $32.16 $17.33 $17.31 $33.86 7.5% $31.32 $16.91 $16.99 $33.86 10.0% $30.47 $16.48 $16.68 $33.86 12.5% $29.63 $16.06 $16.36 $33.86 15.0% $28.78 $15.63 $16.04

PETRIE PARKMAN & Co.

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Potential Issues for Consideration

Leucadia Proposed Transaction

Overall complexity of Leucadia proposal relative to an all-cash deal

Transaction will be fully taxable to PLX shareholders yet such shareholders would receive only $1.19 per share in cash at closing

Indenture for Notes critical to credit quality and maintenance of security by PLX

The Special Committee’s tax advisors have expressed significant concerns regarding the structure of the Notes which could materially impact the Note’s value, including o Create original issue discount income o Classification as debt or equity for tax purposes o Straddle rules could limit deductibility of interest by PLX o Constructive receipt

Potential impact on PAA GP, PAA credit profile, and value of PAA MLP units

PETRIE PARKMAN & Co.

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Potential Issues for Consideration

Consideration Proposed by Leucadia

Combined value of cash plus Notes

Potential market value of Notes o Notes will be a complex security for investors to analyze o No existing market for Notes o Expected liquidity of Notes o Ability to defer interest payments for up to 60 months under certain conditions o Theoretic value based on net present value of expected future cash flows

Potential credit rating of Notes o Vulcan $175 MM of proposed debt rated BB/B1 o PLX pro forma credit profile after Leucadia transaction and Note tender offer o Pro forma PLX credit profile: ability to make distributions and satisfy Notes obligation at maturity o Notes would be obligations of PLX, not recourse to Leucadia o Leucadia credit support?

No securities similar to Notes trading in market o 20 year maturity, not callable, variable interest payments based on level of PAA distributions, principal amount repayable at maturity may fluctuate based on future value of PAA MLP units o Repayment obligation can be settled in cash, PAA MLP units, or a combination of cash and PAA MLP Units at the then current market price at option of Buyer

PETRIE PARKMAN & Co.

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Potential Issues for Consideration

Consideration Proposed by Leucadia (cont’d)

Potential for research coverage of Notes given characteristics of issuer; impact on market price and yield

Current interest rate environment and impact on value of Notes if interest rates rise; long dated securities are highly sensitive

Current PLX shareholder base is equity-oriented which may cause sell-off of Notes post closing

Impact of $100 MM Note tender offer on liquidity and market price of Notes; timing of tender offer vs. investor demands for liquidity; tender offer price will be below face value

Leucadia obligations re: tender offer are to use “commercially reasonable efforts” to effect tender Impact on market for Notes, and Face Amount, if PAA is sold or merged Impact on market for Notes if PAA issues a similar security directly Value of convertible feature embedded in Notes given PAA’s high payout ratio Tax considerations raised by the Special Committee’s tax counsel

PETRIE PARKMAN & Co.

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Appendix

Leucadia National Corporation Overview

Leucadia National Corp. is a diversified holding company engaged in a variety of businesses, including telecommunications, banking and lending, manufacturing, real estate activities, winery operations, development of a copper mine and property and casualty reinsurance. Banking and lending operations historically made collateralized personal automobile installment loans to individuals who have difficulty obtaining credit at interest rates above those charged to individuals with good credit histories. Manufacturing operations manufacture and market proprietary lightweight plastic netting used for a variety of purposes. Leucadia’s domestic real estate operations consist of a variety of commercial properties, residential land development projects and other unimproved land, all in various stages of development and all available for sale.

Enterprise Value in millions LUK Common Stock Performance

Stock Price (as of 3/8/04) $52.40 (2001-2004 YTD) Shares Outstanding 69.6

Market Value of Equity $3,649.3

Debt $613.6 Minority Interest 12.1

Less: Net Working Capital (428.9)

Enterprise Value $3,846.1

Credit Measures

As of 9/30/03

Debt / Enterprise Value 16%

Debt + Preferred / Book Cap 27%

Credit Ratings:

Standard & Poor’s BBB-

Moody’s Ba1

PETRIE PARKMAN & Co.

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EX-99.(C)(5)

EXHIBIT (c)(5)

PLX Special Committee Discussion Materials

March 29, 2004

PETRIE PARKMAN & Co.

Table of Contents

I. Summary of Leucadia March 19, 2004 Proposal

II. Potential Issues for Consideration

III. Appendix

Leucadia March 19, 2004 Proposal and Proposed Term Sheets for Notes and Preferred Stock

Leucadia National Corporation Overview

PETRIE PARKMAN & Co.

i

Form of Transaction

Leucadia National Corporation (“Leucadia” or “LUK”), and/or any of its respective affiliates through a newly formed entity (“Buyer”), would acquire 100% of the capital stock of Plains Resources, Inc. (“PLX”) through a merger of Buyer with and into PLX.

Consideration

PLX shareholders would receive $0.52 in cash, plus 0.3843 newly issued notes (“Notes”) of PLX and 0.1151 shares of newly issued preferred stock (“Preferred”) of PLX for each share of PLX. In the transaction, PLX would issue 9.543 MM Notes and 2.857 MM shares of preferred.

Thirty to sixty days after closing, Leucadia or one of its affiliates would commit to commence a tender offer to repurchase i) up to 2.143 MM Notes at a purchase price of $35.00 per Note (up to $75 MM total), and ii) up to 714,286 shares of Preferred at a purchase price of $35.00 per share (up to $25 MM total).

Description of Notes PLX is Issuer

Publicly listed on the NYSE (or another national securities exchange or market)

Quarterly interest in an amount equal to the quarterly per unit distribution paid by PAA, subject to a minimum annual interest payment of $1.00 per Note

Face amount of the greater of (i) $35.00 or (ii) the FMV of one PAA MLP Unit on the day prior to closing of the merger plus $0.25 per Note (“Face Amount”)

Maturity 20 years after issue date; no early redemption

At maturity, PLX will be obligated to pay the holders of each outstanding Note the greater of (i) Face Amount or (ii) the market price of one PAA MLP unit (a) in cash, (b) in PAA MLP Units at the then-current market price of the PAA MLP Units, or (c) in any combination of cash or PAA MLP Units at the option of PLX

PETRIE

PARKMAN & Co.

1

Summary of Leucadia March 19, 2004 Proposal

Cont’d

Description of Notes (cont’d)

Notes to be secured by approximately 1.3 PAA MLP Units per Note Notes to be issued under an indenture with customary covenants for o Payment of interest

o Provision of reports o Restrictions on incurrence of additional indebtedness o Restrictions on transaction with affiliates o Restrictions on payments of dividends, asset sales, and liens

Other customary provisions including permitting amendments to the Indenture with consent of a majority of the principal amount of the Notes outstanding, provided that without consent of each holder of the Notes an amendment or waiver may not reduce the principal amount of Notes required to consent to amendments (subject to PLX’s right to prepay), reduce principal of or change the maturity date, and other customary provisions Leucadia to endeavor to cause a when-issued market to develop for the Notes prior to the consummation of the transaction as promptly as permissible under regulatory requirements

PETRIE PARKMAN & Co.

2

Summary of Leucadia March 19, 2004 Proposal

Description of Preferred PLX is Issuer

Publicly listed on the NYSE (or another national securities exchange or market)

Cumulative quarterly cash dividends, out of funds legally available therefor, in an amount equal to the quarterly per unit distribution paid by PAA, plus $0.13125 per share

Liquidation preference of $37.00 per share, plus accumulated and unpaid dividends and distributions

Perpetual existence

Non-voting, except if at any time dividends on the Preferred shall be in arrears for 6 or more quarterly periods, holders of the Preferred may elect two additional directors to the PLX board until such time as the dividends have been paid in full or set aside for payment in full

Definitive Merger Agreement No mention in current proposal; March 5, 2004 proposal included a draft form of merger agreement prepared by Leucadia based on Vulcan merger agreement

Expense Reimbursement No mention in current proposal

Conditions Satisfactory due diligence on PLX which is to be completed in five days No mention of merger agreement in current proposal; March 5, 2004 proposal was subject to execution of a definitive merger agreement

PETRIE PARKMAN & Co.

3

Summary of Leucadia March 19, 2004 Proposal

Summary of Changes to Proposal

March 19, 2004 Proposal March 5, 2004 Proposal Consideration (per PLX share) $0.52 cash, 0.3843 Notes and 0.1151 shares of $1.19 cash and 0.5019 Notes Preferred

Stand-by Financing 30-60 days after closing, Leucadia or one of its 30-60 days after closing, the Buyer or one of affiliates will commence a tender offer to its designees will commence a tender offer repurchase up to 2.143 MM Notes at purchase to repurchase up to 3.125 MM Notes at price of $35.00 per Note (up to $75 MM total) purchase price of $32.00 per Note (up to and 714,286 shares of Preferred at purchase $100 MM total) price of $35.00 per share (up to $25 MM total)

Description of the Notes / Buyer Debt security Debt security Securities

Quarterly interest equal to PAA LP unit Quarterly interest equal to PAA LP unit distributions, with $1.00 annual minimum distributions + $0.03, with $1.00 annual minimum Face value of $35.00 Face value of $34.00 Maturity 20 years after issuance date; no early redemption Maturity 20 years after issuance date; no early redemption At maturity, PLX will owe the Note principal amount of the greater of $35.00 At maturity, PLX will owe the Note or the market value of a PAA unit at principal amount of the greater of closing + $0.25 (“Face Value”) or the then $34.00 or the market value of a PAA current market value of one PAA unit, by unit at closing + $0.25 (“Face Value”) or (i) paying cash, (ii) exchanging PAA MLP the then current market value of one units for the Notes, or (iii) any combination PAA unit, by (i) paying cash, (ii) of cash and PAA MLP units at the current exchanging PAA MLP units for the market price at the option of PLX Notes, or (iii) any combination of cash and PAA MLP units at the current market price at the option of PLX

PETRIE PARKMAN & Co.

4

Summary of Leucadia March 19, 2004 Proposal

Summary of Changes to Proposal (Cont’d)

March 19, 2004 Proposal March 5, 2004 Proposal Description of the Preferred Preferred will rank senior to all other None classes of stock of PLX Cumulative quarterly dividends equal to PAA MLP LP unit distributions + $0.13125 Liquidation preference of $37.00, plus accumulated and unpaid dividends and distributions Perpetual existence No voting rights, except if dividends are in arrears for six (6) or more quarterly periods, then have right to elect two (2) additional directors to board Merger Agreement No mention LUK submitted draft based on Vulcan agreement, revised “only to reflect the economics of the Leucadia proposal and to make certain conforming changes” Other Subject to 5-day due diligence Leucadia board has approved Subject to one-week due diligence; PAA diligence requirement eliminated

PETRIE PARKMAN & Co.

5

Summary of Leucadia March 19, 2004 Proposal

Illustrative Offer Valuation – Max Securities Case

Proposed Consideration Summary

Total Consideration to

Form of Consideration PLX Shareholders Per PLX Share

Max Securities Case

Cash ($MM) $12.9 $0.52 PLX Notes (# of Notes, MM) 9.5 0.3843 PLX Preferred Stock (# of Shares, MM) 2.9 0.1151

Implied Consideration—Max Securities Case

Notes Preferred Cash Total

Illustrative Notes Notes Illustrative Preferred Preferred Cash Total Trading Price of Consideration Consideration Per Trading Price of Consideration Consideration Per Consideration Per Consideration Per Notes Per PLX Share PLX Share ($/Sh) Preferred Per PLX Share PLX Share ($/Sh) PLX Share ($/Sh) PLX Share ($/Sh) $27.00 0.3843 $10.38 $27.00 0.1151 $3.11 $0.52 $14.00 $28.00 0.3843 $10.76 $28.00 0.1151 $3.22 $0.52 $14.50 $29.00 0.3843 $11.14 $29.00 0.1151 $3.34 $0.52 $15.00 $30.00 0.3843 $11.53 $30.00 0.1151 $3.45 $0.52 $15.50 $31.00 0.3843 $11.91 $31.00 0.1151 $3.57 $0.52 $16.00 $32.00 0.3843 $12.30 $32.00 0.1151 $3.68 $0.52 $16.50 $33.00 0.3843 $12.68 $33.00 0.1151 $3.80 $0.52 $17.00 $34.00 0.3843 $13.07 $34.00 0.1151 $3.91 $0.52 $17.50 $35.00 0.3843 $13.45 $35.00 0.1151 $4.03 $0.52 $18.00 $35.00 0.3843 $13.45 $37.00 0.1151 $4.26 $0.52 $18.23

PETRIE PARK

MAN & Co.

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Summary of Leucadia March 19, 2004 Proposal

Illustrative Offer Valuation – Max Cash Case

Proposed Consideration Summary

Total Consideration to

Form of Consideration PLX Shareholders Per PLX Share

Max Cash Case

Cash ($MM) $112.9 $4.55 PLX Notes (# of Notes, MM) 7.4 0.2980 PLX Preferred Stock (# of Shares, MM) 2.1 0.0863

Implied Consideration—Max Cash Case

Notes Preferred Cash Total

Illustrative Notes Notes Illustrative Preferred Preferred Cash Total Trading Price of Consideration Consideration Per Trading Price of Consideration Consideration Per Consideration Per Consideration Per Notes Per PLX Share PLX Share ($/Sh) Preferred Per PLX Share PLX Share ($/Sh) PLX Share ($/Sh) PLX Share ($/Sh) $27.00 0.2980 $8.05 $27.00 0.0863 $2.33 $4.55 $14.92 $28.00 0.2980 $8.34 $28.00 0.0863 $2.42 $4.55 $15.31 $29.00 0.2980 $8.64 $29.00 0.0863 $2.50 $4.55 $15.69 $30.00 0.2980 $8.94 $30.00 0.0863 $2.59 $4.55 $16.08 $31.00 0.2980 $9.24 $31.00 0.0863 $2.67 $4.55 $16.46 $32.00 0.2980 $9.54 $32.00 0.0863 $2.76 $4.55 $16.84 $33.00 0.2980 $9.83 $33.00 0.0863 $2.85 $4.55 $17.23 $34.00 0.2980 $10.13 $34.00 0.0863 $2.93 $4.55 $17.61 $35.00 0.2980 $10.43 $35.00 0.0863 $3.02 $4.55 $18.00 $35.00 0.2980 $10.43 $37.00 0.0863 $3.19 $4.55 $18.17

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Summary of Leucadia March 19, 2004 Proposal

Proposal Comparison – Vulcan Offer Price vs. Leucadia Stated Values

Comparison of Proposals

LUK Proposals Assume Maximum Securities Cases

Cash Notes Preferred

$18.23 $17.24 $17.25 $16.75

$4.26

$14.15 $ $16.06 $16.75 $13.45

$3.09 $1.19 $0.52

Vulcan LUK 2/12/04 LUK 3/5/04 LUK 3/19/04

Comparison of Proposals

LUK Proposals Assume Maximum Cash Cases

Cash Notes Preferred

$18.17 $17.24 $17.25 $16.75

$3.19

$11.06 $12.01 $10.43 $16.75

$6.18 $5.24 $4.55

Vulcan LUK 2/12/04 LUK 3/5/04 LUK 3/19/04

PETRIE PARKMAN & Co.

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Summary of Leucadia March 19, 2004 Proposal

Perspective on Notes

The Notes have characteristics of several types of securities which will impact their trading value and the discount rate required by investors, including

Security Similarities with Notes Differences with Notes PLX Common Stock Value derived in part from underlying Equity vs. debt security

PAA common units No cash distributions to PLX common holders Notes have no exposure to PAA GP upside Bond Indenture Notes have variable interests payments Interest payments Notes have variable principal repayable Market price a function of rating and at maturity interest rate environment

Value of Notes derived in part from an Maturity date and face amount equity security of third party Ranked senior to equity of issuer Taxable distributions PAA MLP Units Value derived from PAA’s equity level

Notes are debt securities cash flows

Notes have different tax characteristics Distributions from Notes (interest) will likely be subject to higher tax than MLP unit distributions I-Shares Value derived from underlying MLP Distributions in cash, not pay-in-kind common units Convertible Debt Value of principal component may Notes not convertible at option of holder change based on future value of Notes not convertible into underlying underlying equity security security

PETRIE PARKMAN & Co.

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Summary of Leucadia March 19, 2004 Proposal

Preliminary Pro Forma Balance Sheet and Credit Statistics

Leucadia

PLX Transaction Pro

Forma 12/31/03 Adjs 1 12/31/03

Cash $4.5 $4.5 Other Current Assets 7.9 7.9 Net PP&E 53.3 (24.3) 29.0 Investment in PAA 100.5 394.2 494.7 Other Assets 9.8 9.8 Goodwill 0.0 182.8 182.8 Total Assets $176.0 $552.7 $728.7

Current Debt $20.0 ($20.0) $0.0 Other Current Liabilities 11.8 11.8 Long Term Debt 30.0 (30.0) 0.0 Notes 0.0 328.3 2 328.3 Other Liabilities 6.2 6.2 Deferred Taxes 7.1 175.7 182.8 Preferred Stock 0.0 105.7 2 105.7 Shareholders’ Equity 100.9 (7.0) 2 93.9 Total Liabilities & Equity $176.0 $552.7 $728.7

2004E EBITDA $35.0 $35.0 2004E Interest $1.7 19.8 $21.5 2004E Preferred Dividends $0.0 7.9 $7.9

Credit Statistics:

Debt / 2004 EBITDA 1.4x 9.4x Debt+Pfd / 2004 EBITDA 1.4x 12.4x 2004 EBITDA / Interest 20.6x 1.6x 2004 EBITDA / Interest + Pfd Div 20.6x 1.2x Debt / Total Book Capitalization 33% 62% Debt + Pfd / Total Book Capitalization 33% 82%

1 Based on terms of Leucadia proposal dated March 19, 2004, using Leucadia’s proposed tender offer price for the Notes at $35.00 and of the Preferred at $35.00.

2 Assumes PLX common stock, restricted stock, and options exchanged for $0.52 cash, 0.3843 Notes and 0.1151 shares of Preferred per terms of Leucadia March 19, 2004 proposal. Options exchange assumes cashless exercise.

PETRIE PARKMAN & Co.

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Summary of Leucadia March 19, 2004 Proposal

Preliminary Pro Forma Free Cash FlowNote:

Assumes PLX NOL NOT available to offset up to 90% of regular US taxable income.

PLX Pro Forma for LUK Transaction 1 Note Interest Note Interest PLX Deductible Not Deductible 2004E 2004E 2004E

EBITDA $35.0 $35.0 $35.0 Interest (1.7) (21.5) (21.5) US Taxes (8.3) (0.6) (8.9) Canadian Taxes (2.7) (2.7) (2.7) Capex (3.0) (3.0) (3.0) Subtotal $19.3 $7.2 ($1.1) Preferred Dividends 0.0 (7.9) (7.9)

Free Cash Flow $19.3 ($0.7) ($9.0)

Assumes PLX NOL available to offset up to 90% of regular US taxable income.

PLX Pro Forma for LUK Transaction 1 Note Interest Note Interest

PLX Deductible Not Deductible 2004E 2004E 2004E

EBITDA $35.0 $35.0 $35.0 Interest (1.7) (21.5) (21.5) US Taxes (0.8) (0.6) (0.9) Canadian Taxes (2.7) (2.7) (2.7) Capex (3.0) (3.0) (3.0) Subtotal $26.8 $7.2 $7.0 Preferred Dividends 0.0 (7.9) (7.9)

Free Cash Flow $26.8 ($0.7) ($1.0)

Note: PLX has current NOL of approximately $34.5 MM which is available but subject to Section 382 change of control usage limitations.

PETRIE PARKMAN & Co.

11

Summary of Leucadia March 19, 2004 Proposal

Historical PAA Unit Performance

PAA Common Unit Performance

(2001-2004 YTD)

PAA ($/Unit)

Current Price (3/26/04) $33.16

52 Week High $33.68

52 Week Low $24.50

Calendar Day Average

1 Month Prior $32.68

3 Months Prior $32.54

6 Months Prior $31.77

1 Year Prior $30.69

Trading Day Average

30 Days Prior $32.46

90 Days Prior $32.25

120 Days Prior $31.85

PETRIE PARKMAN & Co.

12

Summary of Leucadia March 19, 2004 Proposal

Yield Perspective – Notes Note:

Yield by S&P Rating Category

(All Industries)

Yield—3/23/03

Yield—3/23/04 25%

0%

Yield Yield to Worst by Rating Category—All Industries

S&P Rating 3/23/04 3/23/03

BB+ 5.4% 8.2% BB 6.0% 8.5% BB- 6.0% 8.6% B+ 6.7% 9.9% B 8.0% 12.2% B- 8.7% 12.4% CCC+ 11.1% 15.8% CCC 12.6% 24.1% CCC- 17.2% 29.7% CC 20.0% 24.2% C 26.8% N/A

PAA Ind. Yield 6.7% 9.4%

Note: Yield data from Advantage Data Inc.; PAA and bond pricing as of 3/23/04.

PETRIE PARKMAN & Co.

13

Summary of Leucadia March 19, 2004 Proposal

Yield Perspective – Notes (Cont’d) Note:

Average Bond Yields at Issuance by S&P Rating Category

(All Industries)

13.1%

12.4% 12.3%

11.7%

10.5% 11.0%

10.0%

9.8% 10% 9.7% 9.2% 9.8% 9.4%

9.4%

8.4% 8.9% 8.8%

7.9%

7.1%

6.6% 6.3%

Note: Yield data from Advantage Data Inc. 2004 issuances through 3/23/04.

PETRIE PARKMAN & Co.

14

Summary of Leucadia March 19, 2004 Proposal

Yield Perspective – Preferred

Preferred Yields by S&P Rating Category—All Industries

S&P Number of Rating 3/22/2004 Issues

BB+ 7.6% 94 BB 7.2% 40 BB- 7.6% 5 B+ 7.7% 23 B 8.6% 17 B- 8.8% 9 CCC+ 9.0% 11 CCC 9.3% 5 CCC- 9.1% 3 CC 8.9% 2

Source: Bloomberg as of 3/22/04.

Perpetual Preferred Yields by Rating Category—All Industries

S&P Number of Rating 03/22/04 Issues

BB+ 7.8% 14 BB 7.0% 5 BB- N/A None B+ 8.0% 12 B 8.1% 2 B- 8.8% 1 CCC+ 9.5% 4 CCC N/A None CCC- N/A None CC N/A None

Source: Bloomberg as of 3/22/04.

PETRIE PARKMAN

& Co.

15

Summary of Leucadia March 19, 2004 Proposal

Yield Perspective – Preferred (Cont’d) Note

Non Convertible Preferred Issuances

BB+ BB BB- B+ B B-

Yield Issues Yield Issues Yield Issues Yield Issues Yield Issues Yield Issues 1999 9.4% 4 10.1% 3 N/A 0 8.5% 1 10.0% 2 12.5% 3 2000 10.3% 1 12.1% 4 N/A 0 N/A 0 N/A 0 N/A 0 2001 8.7% 7 9.2% 3 10.1% 1 10.1% 2 N/A 0 N/A 0 2002 8.3% 8 8.6% 2 9.0% 1 N/A 0 N/A 0 N/A 0 2003 7.8% 5 7.8% 4 N/A 0 8.0% 1 8.8% 1 N/A 0 2004 YTD N/A 0 6.7% 1 N/A 0 7.6% 2 8.1% 1 N/A 0

Source: Thomson Financial as of 3/24/04.

PETRIE

PARKMAN & Co.

16

Summary of Leucadia March 19, 2004 Proposal

Illustrative Current Yield Analysis

Maximum Securities Case

Assumed Annual Note Interest $2.25

Assumed Note Current Yield 6.4% 6.4% 7.0% 7.5% 8.0% 8.5% 9.0% 9.5% 10.0%

Implied Market Value of Note $35.00 $35.00 $32.14 $30.00 $28.13 $26.47 $25.00 $23.68 $22.50

Notes Per PLX Share 0.3843 0.3843 0.3843 0.3843 0.3843 0.3843 0.3843 0.3843 0.3843

Note Consideration $13.45 $13.45 $12.35 $11.53 $10.81 $10.17 $9.61 $9.10 $8.65

Assumed Annual Preferred Interest $2.78

Assumed Preferred Current Yield 7.5% 7.9% 8.0% 8.5% 9.0% 9.5% 10.0% 10.5% 11.0%

Implied Market Value of Preferred $37.00 $35.00 $34.69 $32.65 $30.83 $29.21 $27.75 $26.43 $25.23

Preferred Shares Per PLX Share 0.1151 0.1151 0.1151 0.1151 0.1151 0.1151 0.1151 0.1151 0.1151

Preferred Consideration $4.26 $4.03 $3.99 $3.76 $3.55 $3.36 $3.19 $3.04 $2.90

Cash Consideration $0.52 $0.52 $0.52 $0.52 $0.52 $0.52 $0.52 $0.52 $0.52

Implied Consideration Per PLX Share $18.23 $18.00 $16.87 $15.81 $14.88 $14.05 $13.32 $12.66 $12.07

Maximum Cash Case

Assumed Annual Note Interest $2.25

Assumed Note Current Yield 6.4% 6.4% 7.0% 7.5% 8.0% 8.5% 9.0% 9.5% 10.0%

Implied Market Value of Note $35.00 $35.00 $32.14 $30.00 $28.13 $26.47 $25.00 $23.68 $22.50

Notes Per PLX Share 0.2980 0.2980 0.2980 0.2980 0.2980 0.2980 0.2980 0.2980 0.2980

Note Consideration $10.43 $10.43 $9.58 $8.94 $8.38 $7.89 $7.45 $7.06 $6.71

Assumed Annual Preferred Interest $2.78

Assumed Preferred Current Yield 7.5% 7.9% 8.0% 8.5% 9.0% 9.5% 10.0% 10.5% 11.0%

Implied Market Value of Preferred $37.00 $35.00 $34.69 $32.65 $30.83 $29.21 $27.75 $26.43 $25.23

Preferred Shares Per PLX Share 0.0863 0.0863 0.0863 0.0863 0.0863 0.0863 0.0863 0.0863 0.0863

Preferred Consideration $3.19 $3.02 $2.99 $2.82 $2.66 $2.52 $2.39 $2.28 $2.18

Cash Consideration $4.55 $4.55 $4.55 $4.55 $4.55 $4.55 $4.55 $4.55 $4.55

Implied Consideration Per PLX Share $18.17 $18.00 $17.12 $16.30 $15.59 $14.96 $14.39 $13.89 $13.43

PETRIE PARKMAN & Co.

17

Summary of Leucadia March 19, 2004 Proposal

Illustrative Current Yield Analysis (Cont’d)

Illustrative Trading Price of Securities Based on Various Yields Annual Cash Unit

Distribution Price Yield

PAA Current $2.25 $33.16 6.8%

Illustrative Annual Cash Distribution of Notes Illustrative Trading Price of Notes

PAA Note Yield on Distribution to Notes

LP Units (PAA) 6.8% 7.0% 7.5% 8.0% 8.5% 9.0% $2.25 $2.25 $33.16 $32.14 $30.00 $28.13 $26.47 $25.00 $2.30 $2.30 $33.90 $32.86 $30.67 $28.75 $27.06 $25.56 $2.35 $2.35 $34.63 $33.57 $31.33 $29.38 $27.65 $26.11 $2.40 $2.40 $35.37 $34.29 $32.00 $30.00 $28.24 $26.67

Illustrative Annual Cash Distribution of Preferred Illustrative Trading Price of Preferred

PAA Preferred Yield on Distribution to Preferred

LP Units (PAA + $0.525) 7.9% 8.0% 8.5% 9.0% 9.5% 10.0% $2.25 $2.78 $35.00 $34.69 $32.65 $30.83 $29.21 $27.75 $2.30 $2.83 $35.63 $35.31 $33.24 $31.39 $29.74 $28.25 $2.35 $2.88 $36.26 $35.94 $33.82 $31.94 $30.26 $28.75 $2.40 $2.93 $36.89 $36.56 $34.41 $32.50 $30.79 $29.25

Max Securities Case

Illustrative Annual Cash Distribution Implied Consideration per PLX Share

PAA Yield on Distribution to Securities (Notes / Preferred) LP Units Notes / Preferred 6.8% / 7.9% 7.0% / 8.0% 7.5% /

8.5% 8.0% / 9.0% 8.5% / 9.5% 9.0% / 10.0% $2.25 $2.25 / $2.78 $17.29 # $16.87 # $15.81 $14.88 $14.05 $13.32 $2.30 $2.30 / $2.83 $17.65 # $17.21 # $16.13 $15.18 $14.34 $13.59 $2.35 $2.35 / $2.88 $18.00 # $17.56 # $16.45 $15.49 $14.63 $13.86 $2.40 $2.40 / $2.93 $18.36 # $17.90 # $16.78 $15.79 $14.91 $14.13

Maximum Cash Case

Illustrative Annual Cash Distribution Implied Consideration per PLX Share

PAA Yield on Distribution to Securities

LP Units Notes / Preferred 6.8% / 7.9% 7.0% / 8.0% 7.5% / 8.5% 8.0% / 9.0% 8.5% / 9.5% 9.0% / 10.0% $2.25 $2.25 / $2.78 $17.45 # $17.12 # $16.30 $15.59 $14.96 $14.39 $2.30 $2.30 / $2.83 $17.72 # $17.39 # $16.55 $15.82 $15.18 $14.60 $2.35 $2.35 / $2.88 $18.00 # $17.65 # $16.80 $16.06 $15.40 $14.81 $2.40 $2.40 / $2.93 $18.27 # $17.92 # $17.05 $16.29 $15.62 $15.02

PETRIE PARKMAN & Co.

18

Summary of Leucadia March 19, 2004 Proposal

Preliminary Discounted Cash Flow Analysis

Petrie Parkman completed a 20-year discounted cash flow analysis of the Leucadia proposal dated March 19, 2004 based on the net present value of potential future cash flows of the notes plus the cash consideration in the transaction

Comments

Cash consideration $0.52 per share in maximum securities case; $4.55 per share in maximum cash case + NPV of note consideration Based on various PAA LP unit distribution scenarios and terminal MLP unit values over a range of discount rates + NPV of preferred consideration Based on various PAA LP unit distribution scenarios and terminal MLP unit values over a range of discount rates Total consideration

PETRIE PARKMAN & Co.

19

Summary of Leucadia March 19, 2004 Proposal

Preliminary Discounted Cash Flow Analysis (Cont’d)Note:

Maximum Securities Case

Discount Rate vs. PAA Distribution Rate Sensitivity Discount Rate vs. Redemption Price Sensitivity

Year 20 PAA MLP Unit Yield Assumption 10.0%

PAA Annual Distribution Growth Assumption 2.0%

Illustrative Consideration—$per PLX Share Illustrative Consideration—$per PLX Share

PAA Annual Distribution Growth Rate Year 20 PAA MLP Unit Yield Assumption $19.65 0.0% 1.0% 2.0% 3.0% 4.0% $19.65 12.0% 11.0% 10.0% 9.0% 8.0% 13.0% $10.19 $10.73 $11.34 $12.19 $13.21 13.0% $11.29 $11.31 $11.34 $11.44 $11.62 12.0% $11.00 $11.60 $12.28 $13.25 $14.43 12.0% $12.22 $12.25 $12.28 $12.40 $12.62 11.0% $11.92 $12.60 $13.36 $14.48 $15.83 11.0% $13.29 $13.33 $13.36 $13.51 $13.77

Discount Discount

10.0% $12.99 $13.75 $14.61 $15.89 $17.45 10.0% $14.52 $14.56 $14.61 $14.79 $15.10

Rate Rate

9.0% $14.22 $15.08 $16.05 $17.52 $19.33 9.0% $15.94 $15.99 $16.05 $16.26 $16.65 8.0% $15.64 $16.61 $17.71 $19.42 $21.52 8.0% $17.58 $17.64 $17.71 $17.98 $18.44 7.0% $17.30 $18.40 $19.65 $21.63 $24.09 7.0% $19.49 $19.56 $19.65 $19.97 $20.54

Maximum Cash Case

Discount Rate vs. PAA Distribution Rate Sensitivity Discount Rate vs. Redemption Price Sensitivity

Year 20 PAA MLP Unit Yield Assumption 10.0% PAA Annual Distribution Growth Assumption 2.0%

Illustrative Consideration—$per PLX Share Illustrative Consideration—$per PLX Share

PAA Distribution Growth Rate Year 20 PAA MLP Unit Yield Assumption $19.25 0.0% 1.0% 2.0% 3.0% 4.0% $19.25 12.0% 11.0% 10.0% 9.0% 8.0% 13.0% $11.98 $12.40 $12.86 $13.52 $14.30 13.0% $12.83 $12.84 $12.86 $12.94 $13.08 12.0% $12.60 $13.07 $13.59 $14.34 $15.24 12.0% $13.55 $13.57 $13.59 $13.68 $13.85 11.0% $13.31 $13.84 $14.42 $15.28 $16.32 11.0% $14.37 $14.39 $14.42 $14.53 $14.73

Discount Discount

10.0% $14.13 $14.72 $15.38 $16.36 $17.56 10.0% $15.31 $15.34 $15.38 $15.52 $15.76

Rate Rate

9.0% $15.08 $15.74 $16.48 $17.62 $19.01 9.0% $16.40 $16.44 $16.48 $16.65 $16.95 8.0% $16.17 $16.92 $17.76 $19.08 $20.70 8.0% $17.67 $17.71 $17.76 $17.97 $18.33 7.0% $17.45 $18.29 $19.25 $20.78 $22.67 7.0% $19.14 $19.19 $19.25 $19.50 $19.94

Note: If PAA consummates a potential $300-400 MM acquisition in 2004 as discussed in its 2003 10-K, the acquisition could impact the above analysis by approximately $0.10 – $0.40 per share under the Leucadia proposal and related Notes and Preferred.

PETRIE PARKMAN & Co.

20

Summary of Leucadia March 19, 2004 Proposal

Kinder Morgan Historical Market Performance

Kinder Morgan Management (KMR) vs Kinder Morgan Energy Partners (KMP)

(Since KMR IPO)

$60.00

KMR KMP $50.00

/Unit) $ $40.00

Unit Price ( $30.00

Average Discount

1 Week Prior 8.1% 1 Month Prior 7.1% 3 Months Prior 8.9% $20.00

6 Months Prior 10.0% 1 Year Prior 9.4%

Since KMR IPO $10.00 Max 16.9% Min -5.1%

$0.00

May-01 Aug-01 Nov-01 Feb-02 May-02 Aug-02 Nov-02 Feb-03 May-03 Aug-03 Nov-03 Feb-04

PETRIE PARKMAN & Co.

21

Summary of Leucadia March 19, 2004 Proposal

Enbridge Historical Market Performance

Enbridge Energy Management (EEQ) vs Enbridge Energy Partners (EEP)

(Since EEQ IPO)

EEQ EEP

Average Discount

1 Week Prior 4.4%

1 Month Prior 4.4%

3 Months Prior 3.9%

6 Months Prior 5.8%

1 Year Prior 6.8%

Since EEQ IPO

Max 16.0%

Min 1.9%

PETRIE PARKMAN & Co.

22

Summary of Leucadia March 19, 2004 Proposal

Illustrative Trading Price Discount Analysis

Illustrative Implied Consideration per PLX share Based on Discount to PAA Current Yield

Current Unit / Annual Cash Cash Distribution Implied Securities Distribution Yield Trading Price PAA Units $2.25 6.8% $33.16 Notes (PAA) $2.25 6.8% $33.16

Preferred (PAA + $0.525) $2.78 7.9% $35.00

Notes Preferred

Illustrative Trading Illustrative Trading

Implied Trading Price of Price of Implied Trading Price of Price of Implied Total Consideration ($per share) Notes Based on Illustrative Notes after Preferred Based on Illustrative Notes after Max Securities Max Cash Current PAA Unit Price (Yield) Discount Assumed Discount Current PAA Unit Price (Yield) Discount Assumed Discount Case Case $33.16 0.0% $33.16 $35.00 0.0% $35.00 $17.29 # # $17.45 $33.16 2.5% $32.33 $35.00 2.5% $34.13 $16.87 # # $17.13 $33.16 5.0% $31.50 $35.00 5.0% $33.25 $16.45 # $16.80 $33.16 7.5% $30.67 $35.00 7.5% $32.38 $16.03 $16.48 $33.16 10.0% $29.84 $35.00 10.0% $31.50 $15.61 $16.16 $33.16 12.5% $29.02 $35.00 12.5% $30.63 $15.20 $15.84 $33.16 15.0% $28.19 $35.00 15.0% $29.75 $14.78 $15.51

PETRIE PARKMAN &

Co.

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Potential Issues for Consideration

Leucadia Proposed Transaction

Overall complexity of Leucadia proposal relative to an all-cash deal

Cash and Note portions of transaction will be fully taxable to PLX stockholders yet such stockholders would receive only $0.52 per share in cash at closing

Indenture for Notes critical to credit quality and maintenance of security by PLX

Ability of PLX to make and maintain interest and Preferred dividend payments out of cash flow from operations

Proposed tender offer by Leucadia does not increase credit quality of PLX since obligations would remain outstanding

The Special Committee’s tax advisors have expressed significant concerns regarding the structure of the Notes which could materially impact the Note’s value, including o Create original issue discount income o Classification as debt or equity for tax purposes o Straddle rules could limit deductibility of interest by PLX o Constructive receipt

Potential impact on PAA GP, PAA credit profile, and value of PAA MLP units

PETRIE PARKMAN & Co.

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Potential Issues for Consideration

Consideration Proposed by Leucadia

Combined value of cash, Notes and Preferred

Potential market value of Notes and Preferred o Notes will be a complex security for investors to analyze o No existing market for Notes o Expected liquidity of Notes o Ability of PLX to make interest and dividend payments o Theoretic value based on net present value of expected future cash flows

Potential credit rating of Notes o Vulcan $175 MM of proposed debt rated BB/B1 o PLX pro forma credit profile after Leucadia transaction has increased leverage o Pro forma PLX credit profile: ability to make distributions and satisfy Notes obligation at maturity o Notes would be obligations of PLX, not recourse to Leucadia o Leucadia credit support?

No securities similar to Notes trading in market o 20 year maturity, not callable, variable interest payments based on level of PAA distributions, principal amount repayable at maturity may fluctuate based on future value of PAA MLP units o Repayment obligation can be settled in cash, PAA MLP units, or a combination of cash and PAA MLP Units at the then current market price at option of PLX

PETRIE PARKMAN & Co.

25

Potential Issues for Consideration

Consideration Proposed by Leucadia (cont’d)

Potential for research coverage of Notes given characteristics of issuer; impact on market price and yield

Current interest rate environment and impact on value of Notes and Preferred if interest rates rise; long dated and perpetual securities are highly sensitive

Current PLX stockholder base is equity-oriented which may cause sell-off of Notes and Preferred post closing

Impact of $100 MM tender offer ($75 MM Notes; $25 MM Preferred) on liquidity and market price of Notes and Preferred; timing of tender offer vs. investor demands for liquidity; Preferred tender offer price will be below stated value

Impact on market for Notes and Preferred, if PAA is sold or merged

Impact on market for Notes if PAA issues a similar security directly

Value of convertible feature embedded in Notes given PAA’s high payout ratio

Tax considerations raised by the Special Committee’s tax counsel

PETRIE PARKMAN & Co.

26

Appendix

Leucadia National Corporation Overview

Leucadia National Corp. is a diversified holding company engaged in a variety of businesses, including telecommunications, banking and lending, manufacturing, real estate activities, winery operations, development of a copper mine and property and casualty reinsurance. Banking and lending operations historically made collateralized personal automobile installment loans to individuals who have difficulty obtaining credit at interest rates above those charged to individuals with good credit histories. Manufacturing operations manufacture and market proprietary lightweight plastic netting used for a variety of purposes. Leucadia’s domestic real estate operations consist of a variety of commercial properties, residential land development projects and other unimproved land, all in various stages of development and all available for sale.

Enterprise Value in millions LUK Common Stock Performance

(2001 -2004 YTD)

Stock Price (as of 3/26/04) $50.85 Shares Outstanding 70.9

Market Value of Equity $3,603.6

Debt $1,154.9

Minority Interest 17.6

Less: Net Working Capital (693.0)

Enterprise Value $4,083.0

Credit Measures Unit Price

As of 400 $20.00

12/31/03

Debt / Enterprise Value 28%

$10.00

Credit Ratings:

Standard & Poor’s BBB-

Moody’s

PETRIE PARKMAN & Co.

27

EX-99.(C)(6)

EXHIBIT (c)(6)

PLX Special Committee Discussion Materials

May 6, 2004

PETRIE PARKMAN & Co.

Summary of Leucadia March 19, 2004 Proposal

Table of Contents

I. Updated Summary of Leucadia March 19, 2004 Proposal

II. Appendix

? Leucadia March 19, 2004 Proposal and Proposed Term Sheets for Notes and Preferred Stock

? April 30, 2004 Summary of Covenants and Related Terms for the Senior Secured Notes and Preferred Stock to be Issued by Plains Resources Inc.

PETRIE PARKMAN & Co.

i

Summary of Leucadia March 19, 2004 Proposal

Form of Transaction

Leucadia National Corporation (“Leucadia” or “LUK”), and/or any of its respective affiliates through a newly formed entity (“Buyer”), would acquire 100% of the capital stock of Plains Resources Inc. (“PLX”) through a merger of Buyer with and into PLX.

Consideration

PLX shareholders would receive $0.52 in cash, plus 0.3843 newly issued notes (“Notes”) of PLX and 0.1151 shares of newly issued preferred stock (“Preferred”) of PLX for each share of PLX. In the transaction, PLX would issue 9.543 MM Notes and 2.857 MM shares of preferred.

Thirty to sixty days after closing, Leucadia or one of its affiliates would commit to commence a tender offer to repurchase i) up to 2.143 MM Notes at a purchase price of $35.00 per Note (up to $75 MM total), and ii) up to 714,286 shares of Preferred at a purchase price of $35.00 per share (up to $25 MM total).

Description of Notes

PLX is Issuer

Publicly listed on the NYSE (or another national securities exchange or market) Quarterly interest in an amount equal to the quarterly per unit distribution paid by PAA, subject to a minimum annual interest payment of $1.00 per Note Face amount of the greater of (i) $35.00 or (ii) the FMV of one PAA MLP Unit on the day prior to closing of the merger plus $0.25 per Note (“Face Amount”) Maturity 20 years after issue date; no early redemption At maturity, PLX will be obligated to pay the holders of each outstanding Note the greater of (i) Face Amount or (ii) the market price of one PAA MLP unit (a) in cash, (b) in PAA MLP Units at the then-current market price of the PAA MLP Units, or (c) in any combination of cash or PAA MLP Units at the option of PLX

PETRIE PARKMAN & Co.

1

Summary of Leucadia March 19, 2004 Proposal

Description of Notes (cont’d)

Notes to be secured by approximately 1.3 PAA MLP Units per Note Notes to be issued under an indenture with covenants including o Restrictions on incurrence of additional indebtedness

– The Company may incur unsecured bank debt in an amount not to exceed $25 MM and subordinate in right of payment to the Notes, which will be used to pay interest on the Notes and for working capital purposes

o Payment of interest:

– The PAA MLP Units securing the Notes will be held in a

Collateral Account and administered by a Collateral Agent which first will pay all interest due and second any excess amount to the Company

– In the event interest payments are less than $1.00, the Company will pay interest equal to the difference, provided that if PAA is not in bankruptcy, liquidating or winding up its affairs, the Company may defer one payment of the difference for twelve months

o Provision of reports

PETRIE PARKMAN & Co.

2

Summary of Leucadia March 19, 2004 Proposal

Description of Notes (cont’d) o Restrictions on transactions with affiliates

– The Company will be prohibited from entering into transactions with affiliates unless such transactions are on arms’ length terms and (a) if the affiliate transaction exceeds threshold amount, the Company will obtain approval of the majority of the independent directors and (b) if the affiliate transaction exceeds a higher specified threshold, the Company will obtain a fairness opinion

– Certain unspecified transactions will not be subject to the affiliate transactions covenant, including intercompany transactions between the Company and its subsidiaries o Restrictions on mergers, consolidation, and asset sales

– Notwithstanding the restrictions, the Company will be permitted to sell, convey or transfer any or all of the PAA MLP Units so long as the proceeds are (i) deposited in the Collateral Account and reinvested in U.S. Treasury obligations and (ii) the Company obtains a guarantee from a Qualified Entity1 for any deficiency in interest payments and principal amount at maturity

Other customary provisions including permitting amendments to the Indenture with consent of a majority of the principal amount of the Notes outstanding, provided that without consent of each holder of the Notes an amendment or waiver may not reduce the principal amount of Notes required to consent to amendments (subject to PLX’s right to prepay), reduce the principal amount or change the maturity date, and other customary provisions

Leucadia to endeavor to cause a when-issued market to develop for the Notes prior to the consummation of the transaction as promptly as permissible under regulatory requirements

1 Qualified Entity means any entity that has a net worth of at least $1 Billion and is rated investment grade by Moody’s.

PETRIE PARKMAN & Co.

3

Summary of Leucadia March 19, 2004 Proposal

Description of Preferred

PLX is Issuer

Publicly listed on the NYSE (or another national securities exchange or market)

Cumulative quarterly cash dividends, out of funds legally available therefore, in an amount equal to the quarterly per unit distribution paid by PAA, plus $0.13125 per share

Customary restrictions on the Company during the period that the Preferred remains outstanding o Company may not, without the consent of at least a majority of Preferred then outstanding:

a) amend or repeal the provisions of its Certificate of Incorporation so as to adversely affect any right, privilege or voting power of the Preferred;

b) purchase or redeem or pay any dividend on any capital stock prior to purchasing or redeeming or paying any dividend on the Preferred; and

c) consolidate or merge with or into, or convey, transfer or lease all or substantially all of its assets (other than PAA MLP Units) to any successor company unless appropriate provision is made for the exchange or conversion of the Preferred for preferred in the successor company with the rights, preferences and privileges identical to those of the Preferred.

Liquidation preference of $37.00 per share, plus accumulated and unpaid dividends and distributions Perpetual existence; non-redeemable

Non-voting, except if at any time dividends on the Preferred are in arrears for 6 or more quarterly periods, holders of the Preferred may elect two additional directors to the PLX board until such time as the dividends have been paid in full or set aside for payment in full

PETRIE PARKMAN & Co.

4

Summary of Leucadia March 19, 2004 Proposal

Cont’d

Definitive Merger Agreement

No mention in current proposal; March 5, 2004 proposal included a draft form of merger agreement prepared by Leucadia based on Vulcan merger agreement

Expense Reimbursement

No mention in current proposal

Conditions

Satisfactory due diligence on PLX which is to be completed in five days No mention of merger agreement in current proposal; March 5, 2004 proposal was subject to execution of a definitive merger agreement

PETRIE PARKMAN & Co.

5

Summary of Leucadia March 19, 2004 Proposal

Illustrative Consideration per PLX Share1

Summary of Proposed Consideration—Maximum Securities Case

Number of Face or Total Asserted

Securities Liquidation Consideration at

Per PLX Share Value Face or Liquidation

Notes 0.3843 $ 35.00 $ 13.45

Preferred 0.1151 $ 37.00 $ 4.26

Cash $ 0.52

Total per PLX Share $ 18.23

Total Number of Total

Implied PLX Shares Implied

Consideration Outstanding Consideration

Notes $ 13.45 24.9 $ 334.5

Preferred $ 4.26 24.9 $ 105.9

Cash $ 0.52 24.9 $ 12.9

Total for PLX Equity $ 18.23 24.9 $ 453.3

Summary of Proposed Consideration - Maximum Cash Case

Number of Face or Total Asserted

Securities Liquidation Consideration at

Per PLX Share Value Face or Liquidation

Notes 0.2981 $ 35.00 $ 10.43

Preferred 0.0864 $ 37.00 $ 3.20

Cash $ 4.54

Total per PLX Share $ 18.17

Total Number of Total

Implied PLX Shares Implied

Consideration Outstanding Consideration

Notes $ 10.43 24.9 $ 259.5

Preferred $ 3.20 24.9 $ 79.5

Cash $ 4.54 24.9 $ 112.9

Total for PLX Equity $ 18.17 24.9 $ 451.9

Note: Assumes 24.9 MM diluted shares outstanding using the treasury stock method.

PETRIE PARKMAN & Co.

6

Summary of Leucadia March 19, 2004 Proposal

Proposal Comparison – Vulcan Offer Price vs. Leucadia Stated Values

Comparison of Proposals

Leucadia Proposals Assume Maximum Securities Cases

Cash Notes Preferred

$ 20.00

$ 18.23

$ 17.24 $ 17.25

$ 18.00

Liquidation $ 16.75

$ 16.00 $ 4.26

$ 14.00

$ 12.00

$ 10.00 $ 14.15

$ 16.06

$ 16.75

$ 8.00

$ 13.45

/ PLX Share at Face or $ 6.00

$

Implied

$ 4.00

$ 2.00

$ 3.09

$ 1.19

$ 0.00 $ 0.52

Vulcan Leucadia Leucadia Leucadia

2/12/04 3/5/04 3/19/04

Comparison of Proposals Leucadia Proposals Assume Maximum Cash Cases

Cash Notes Preferred

$ 20.00

$ 18.17

$ 17.24 $ 17.25

$ 18.00

Liquidation $ 16.75

$ 3.20

$ 16.00

$ 14.00

$ 12.00 $ 11.06

$ 12.01

$ 10.00 $ 10.43

$ 16.75

/ PLX Share at Face or $ 8.00

$ 6.00

$

Implied

$ 4.00

$ 6.18

$ 5.24

$ 2.00 $ 4.54

$ 0.00

Vulcan Leucadia Leucadia Leucadia

2/12/04 3/5/04 3/19/04

PETRIE PARKMAN & Co.

7

Summary of Leucadia March 19, 2004 Proposal

Key Modifications to Leucadia Proposal Since February 12, 2004 Offer

March 5, 2004 Key Revisions

Increased asserted consideration from $17.60 to $18.19 per PLX share

Reduced cash component of offer from $3.19 to $1.19 per PLX share

Reduced due-diligence requirements to seven days; eliminated need for non-public information on PAA

Defined securities as Notes secured by PAA MLP units and provided a term sheet

Increased minimum principal amount of Notes from $33.00 to $34.00, and increased nominal yield

Increased post-closing tender offer price from $31.50 to $32.00 per Note, and increased size of tender offer from $75 MM to $100 MM

Submitted mark-up of Vulcan form of merger agreement

PETRIE PARKMAN & Co.

8

Summary of Leucadia March 19, 2004 Proposal

March 19, 2004 Key Revisions

Changed mix of consideration to include Notes, Preferred, and cash with asserted consideration ranging from $18.00 to $18.19 per PLX share

Reduced cash component of offer from $1.19 to $0.52 per PLX share

Increased minimum principal amount of Notes from $34.00 to $35.00, reduced nominal yield Increased security for Notes from 1:1 PAA MLP units per Note to 1.3 PAA MLP Units per Note Eliminated ability defer interest payments on Notes for up to 60 months Provided term sheet for Notes and Preferred

Split tender offer to include a portion of $75 of Notes at $35.00 per Note plus $25 MM of Preferred at $35.00 per share; added Leucadia firm commitment to conduct tender offer

April 30, 2004 Letter Revisions

Provided copy of Moody’s report rating Notes B2

Provided summary of covenants and related terms on Notes and Preferred as modified based on discussions with Moody’s

o Added collateral agent for Notes and receipt of distributions on PAA MLP units

o $25 MM of unsecured debt permitted below Notes for liquidity purposes

PETRIE PARKMAN & Co.

9

Summary of Leucadia March 19, 2004 Proposal

Preliminary Pro Forma Analysis – Key Assumptions

Effective date of 12/31/03

Oil production based on PLX management projections Benchmark oil prices based on $24.00 Nymex Effective US tax rate of 39% PAA base projections based on public guidance

PAA projections pro forma for Link acquisition, assuming per public guidance: o $328 MM purchase price o Purchased at 10.0x EBITDA, with 9 month contribution in 2004 o

Assumes 40% debt financing at 6.0% No common dividends to, or capital contributions from, Leucadia during 2004

PETRIE PARKMAN & Co.

10

Summary of Leucadia March 19, 2004 Proposal

Preliminary Pro Forma Balance Sheet and Credit Statistics

$MM

Leucadia

PLX Transaction Pro Forma

12/31/03 Adjs 1 12/31/03

Cash $ 4.5 $ 4.5

Other Current Assets 7.9 7.9

Net PP&E 53.3 (24.3) 29.0

Investment in PAA 100.5 400.6 501.1

Other Assets 9.8 9.8

Goodwill 0.0 185.3 185.3

Total Assets $ 176.0 $ 561.6 $ 737.6

Current Debt $ 20.0 ( $ 20.0) $ 0.0

Other Current Liabilities 11.8 11.8

Long Term Debt 30.0 (30.0) 0.0

Notes 0.0 334.5 2 334.5

Other Liabilities 6.2 6.2

Deferred Taxes 7.1 178.2 185.3

Preferred Stock 0.0 105.9 2 105.9

Shareholders’ Equity 100.9 (7.0) 2 93.9

Total Liabilities & Equity $ 176.0 $ 561.6 $ 737.6

2004E EBITDA $ 36.1 $ 36.1

2004E Interest $ 1.8 $ 21.0 $ 22.8

2004E Preferred Dividends $ 0.0 $ 8.3 $ 8.3

Credit Statistics:

Debt / 2004 EBITDA 1.4x 9.3x

Debt+Pfd / 2004 EBITDA 1.4x 12.2x

2004 EBITDA / Interest 20.1x 1.6x

20.1x 2004 EBITDA / Interest + Pfd Div 1.2x

Debt / Total Book Capitalization 33% 63%

Debt + Pfd / Total Book Capitalization 33% 82%

1 Based on terms of Leucadia proposal dated March 19, 2004, assumes issuance of 9.543 MM of Notes at $35.00 and 2.857 MM shares of Preferred at $37.00.

2 Assumes PLX common stock, restricted stock, and options exchanged for $0.52 cash, 0.3843 Notes and 0.1151 shares of Preferred per terms of Leucadia March 19, 2004 proposal. Options exchange assumes cashless exercise. Includes $15 MM breakup fee + $16 MM of transaction related costs.

PETRIE PARKMAN & Co.

11

Summary of Leucadia March 19, 2004 Proposal

Preliminary Pro Forma Free Cash Flow

PLX Pro Forma Projections

$MM, unless otherwise stated

2004E

PLX Operating Assumptions

Oil Production MMBO 0.833

Benchmark Oil Prices $/Bbl $ 24.00

Realized Oil Prices $/Bbl $ 17.00

PAA Distributions $/ LP Unit $ 2.38

% Growth

Operating Projections

Distributions Received from PAA $ 35.3

Upstream Operating Cash Flow 3.3

G&A (2.5)

EBITDA 36.1

Interest Expense (22.8)

Cash Taxes (2.7)

Preferred Dividends (8.3)

Discretionary Cash Flow 2.3

Capex (5.4)

Free Cash Flow ( $3.1)

PETRIE PARKMAN & Co.

12

Summary of Leucadia March 19, 2004 Proposal

Historical PAA MLP Unit Performance

PAA MLP Unit Performance

(2001-2004 YTD)

PAA

$ 50.00 ($/Unit) 1,000

Current Price (5/4/04) $ 33.00

52 Week High $ 36.13

52 Week Low $ 27.26

$ 45.00 900

Calendar Day Average

1 Month Prior $ 33.88

3 Months Prior $ 33.10

$ 40.00 6 Months Prior $ 32.55 800

1 Year Prior $ 31.59 $ 35.00 Trading Day Average 700

/Unit) 30 Days Prior $ 34.05 (000s)

90 Days Prior $ 33.02 120 Days Prior $ 32.64

$ $ 30.00 600 ( Volume Price

$ 25.00 500

Unit $ 20.00 400

$ 15.00 300

$ 10.00 200

$ 5.00 100

$ 0.00 0

Jan-01 May-01 Oct-01 Feb-02 Jul-02 Nov-02 Mar-03 Aug-03 Dec-03 May-04

PETRIE PARKMAN & Co.

13

Summary of Leucadia March 19, 2004 Proposal

Historical PLX Stock Price Performance

PLX Stock Price Performance

February 19, 2004 (Vulcan Merger Announcement)—Present

$ 18.50 1,500

1,400

1,300

$ 18.00

1,200

1,100

/Share)

$ 17.50 1,000

$ 900 (000s)

Volume

800

$ 17.00

Stock Price ( $16.75 per Share Vulcan Cash Offer 700

600

$ 16.50 500

400

300

$ 16.00

200

100

$ 15.50 0

2/19/04 2/26/04 3/4/04 3/11/04 3/18/04 3/25/04 4/1/04 4/8/04 4/16/04 4/23/04 4/30/04

PETRIE PARKMAN & Co.

14

Summary of Leucadia March 19, 2004 Proposal

Yield Perspective – NotesNote:

Yield to Worst by Rating Category

All Industries; All Maturities

S&P Yield to Worst Number

Rating Median of Issues

BB+ 6.2% 298

BB 6.8% 228

BB- 6.6% 281

B+ 7.2% 395

B 8.1% 425

B- 8.5% 426

CCC+ 10.2% 214

CCC 15.1% 189

CCC- 14.5% 59

Source: Advantage Data, Inc. as of 5/4/04.

Yield to Worst by Rating Category—All Industries

Maturities > 15 Years

S&P Yield to Worst Number

Rating Min Median Mean Max of Issues

BB+ 3.6% 7.7% 8.0% 35.0% 48

BB 6.2% 8.2% 8.2% 10.8% 38

BB- 6.4% 8.1% 8.0% 8.9% 22

B+ 5.3% 8.0% 8.0% 13.7% 32

B 7.2% 9.9% 11.3% 19.5% 31

B- 5.6% 8.3% 8.5% 16.8% 33

CCC+ 7.7% 9.8% 9.9% 12.7% 18

CCC 6.5% 11.6% 11.3% 24.3% 15

CCC- 9.6% 10.2% 10.2% 10.9% 2

Source: Advantage Data, Inc. as of 5/5/04.

Ratings Comparison

S&P Moody’s

BB+ Ba1

BB Ba2

BB- Ba3

B+ B1

B B2

B- B3

CCC+ Caa1

CCC Caa2

CCC- Caa3

Yield to Worst by Rating Category

Oil and Gas Industry; All Maturities

S&P Yield to Worst Number

Rating Median of Issues

BB+ 5.0% 12

BB 6.3% 19

BB- 6.3% 39

B+ 7.2% 18

B 6.9% 20

B- 7.9% 9

CCC+ 10.0% 4

CCC 9.7% 5

CCC- 10.4% 1

Source: Advantage Data, Inc. as of 5/4/04.

Note: Yellow bar denotes S&P and Moody’s rating of the Notes to be issued by Plains Resources Inc. pursuant to the terms of the Leucadia proposal dated March 19, 2004.

PETRIE PARKMAN & Co.

15

Summary of Leucadia March 19, 2004 Proposal

Yield Perspective – Notes (Cont’d)

Spread to Worst vs. Treasuries by Rating Category

All Industries; All Maturities

S&P Spread to Worst (Bps) Number

Rating Median of Issues

BB+ 242 296

BB 300 223

BB- 315 280

B+ 393 394

B 459 423

B- 480 426

CCC+ 656 206

CCC 1,103 189

CCC- 1,147 58

Source: Advantage Data, Inc. as of 5/4/04.

Treasury Yields by Maturity

Maturity

Length Yield

1 Year 1.6%

5 Year 3.7%

10 Year 4.6%

20 Year 5.4%

30 Year 5.4%

Source: Bloomberg and WSJ 5/4/04.

PETRIE PARKMAN & Co.

16

Summary of Leucadia March 19, 2004 Proposal

Yield Perspective – Preferred

Non-Convertible Preferred Yields by S&P Rating Category

All Industries

Mean

S&P Current Number of

Rating Yield Issues

BB+ 7.7% 97

BB 7.0% 51

BB- 8.1% 4

B+ 8.3% 21

B 8.6% 16

B- 9.1% 9

CCC+ 9.3% 12

CCC 13.5% 5

CCC- 9.7% 2

CC 9.3% 2

Source: Bloomberg as of 5/3/04.

Ratings Comparison

S&P Moody’s

BB+ Ba1

BB Ba2

BB- Ba3

B+ B1

B B2

B- B3

CCC+ Caa1

CCC Caa2

CCC- Caa3

Non-Convertible Perpetual Preferred Yields by S&P Rating Category All Industries Mean S&P Current Number of Rating Yield Issues

BB+ 8.0% 13 BB 6.9% 8 BB- N/A None B+ 8.3% 13 B 8.6% 2 B- 9.0% 1 CCC+ 9.6% 1 CCC N/A None CCC- 9.1% 1 CC N/A None

Source: Bloomberg as of 5/3/04.

PETRIE PARKMAN & Co.

17

Summary of Leucadia March 19, 2004 Proposal

Illustrative Current Yield Analysis

Assumed Annual Note Interest $2.25

Assumed Annual Preferred Interest $2.78

Implied Consideration Per PLX Share—Max Securities Case

Assumed Yield on Notes / Implied Trading Price

Yield 10.0% 9.5% 9.0% 8.5% 8.0% 7.5% 7.0% 6.5% 6.4%

Trading Price $ 22.50 $ 23.68 $ 25.00 $ 26.47 $ 28.13 $ 30.00 $ 32.14 $ 34.62 $ 35.00

10.0% $ 27.75 $ 12.36 $ 12.82 $ 13.32 $ 13.89 $ 14.52 $ 15.24 $ 16.07 $ 17.02 $ 17.16

9.5% $ 29.21 $ 12.53 $ 12.98 $ 13.49 $ 14.05 $ 14.69 $ 15.41 $ 16.23 $ 17.18 $ 17.33

Assumed Yield 9.0% $ 30.83 $ 12.72 $ 13.17 $ 13.68 $ 14.24 $ 14.88 $ 15.60 $ 16.42 $ 17.37 $ 17.52

on Pfd. / Implied 8.5% $ 32.65 $ 12.92 $ 13.38 $ 13.89 $ 14.45 $ 15.09 $ 15.81 $ 16.63 $ 17.58 $ 17.73

Trading Price 8.0% $ 34.69 $ 13.16 $ 13.61 $ 14.12 $ 14.69 $ 15.32 $ 16.04 $ 16.87 $ 17.82 $ 17.96

7.5% $ 37.00 $ 13.43 $ 13.88 $ 14.39 $ 14.95 $ 15.59 $ 16.31 $ 17.13 $ 18.08 $ 18.23

7.0% $ 39.64 $ 13.73 $ 14.18 $ 14.69 $ 15.26 $ 15.89 $ 16.61 $ 17.44 $ 18.39 $ 18.53

6.5% $ 42.69 $ 14.08 $ 14.54 $ 15.04 $ 15.61 $ 16.24 $ 16.96 $ 17.79 $ 18.74 $ 18.88

6.4% $ 43.17 $ 14.14 $ 14.59 $ 15.10 $ 15.66 $ 16.30 $ 17.02 $ 17.84 $ 18.79 $ 18.94

PETRIE PARKMAN & Co.

18

Summary of Leucadia March 19, 2004 Proposal

Illustrative Current Yield Analysis

Assumed Annual Note Interest $2.25

Assumed Annual Preferred Interest $2.78

Implied Consideration Per PLX Share—Max Cash Case

Assumed Yield on Notes / Implied Trading Price

Yield 10.0% 9.5% 9.0% 8.5% 8.0% 7.5% 7.0% 6.5% 6.4%

Trading Price $ 22.50 $ 23.68 $ 25.00 $ 26.47 $ 28.13 $ 30.00 $ 32.14 $ 34.62 $ 35.00

10.0% $ 27.75 $ 13.65 $ 14.00 $ 14.39 $ 14.83 $ 15.32 $ 15.88 $ 16.52 $ 17.26 $ 17.37

9.5% $ 29.21 $ 13.77 $ 14.13 $ 14.52 $ 14.96 $ 15.45 $ 16.01 $ 16.65 $ 17.38 $ 17.50

Assumed Yield 9.0% $ 30.83 $ 13.91 $ 14.27 $ 14.66 $ 15.10 $ 15.59 $ 16.15 $ 16.79 $ 17.52 $ 17.64

on Pfd. / Implied 8.5% $ 32.65 $ 14.07 $ 14.42 $ 14.81 $ 15.25 $ 15.75 $ 16.31 $ 16.94 $ 17.68 $ 17.80

Trading Price 8.0% $ 34.69 $ 14.25 $ 14.60 $ 14.99 $ 15.43 $ 15.92 $ 16.48 $ 17.12 $ 17.86 $ 17.97

7.5% $ 37.00 $ 14.45 $ 14.80 $ 15.19 $ 15.63 $ 16.12 $ 16.68 $ 17.32 $ 18.06 $ 18.17

7.0% $ 39.64 $ 14.67 $ 15.03 $ 15.42 $ 15.86 $ 16.35 $ 16.91 $ 17.55 $ 18.29 $ 18.40

6.5% $ 42.69 $ 14.94 $ 15.29 $ 15.68 $ 16.12 $ 16.61 $ 17.17 $ 17.81 $ 18.55 $ 18.66

6.4% $ 43.17 $ 14.98 $ 15.33 $ 15.72 $ 16.16 $ 16.65 $ 17.21 $ 17.85 $ 18.59 $ 18.70

PETRIE PARKMAN & Co.

19

Summary of Leucadia March 19, 2004 Proposal

Preliminary Discounted Cash Flow Analysis

Petrie Parkman completed a 20-year discounted cash flow analysis of the Leucadia proposal dated March 19, 2004 based on the net present value of potential future cash flows of the Notes plus the cash consideration in the transaction

Comments

Cash consideration $0.52 per share in maximum securities case; $4.54 per share in maximum cash case

+ NPV of note consideration

Based on various PAA MLP Unit distribution scenarios and terminal PAA MLP Unit values over a range of discount rates

+ NPV of preferred consideration scenarios and terminal MLP Unit values over a range of discount rates

Total consideration

PETRIE PARKMAN & Co.

20

Summary of Leucadia March 19, 2004 Proposal Preliminary Discounted Cash Flow Analysis (Cont’d) Note:

Maximum Securities Case

Discount Rate vs. PAA Distribution Rate Sensitivity

Year 20 PAA MLP Unit Yield Assumption 10.0%

Illustrative Consideration—$            per PLX Share

PAA Annual Distribution Growth Rate

$ 19.65 0.0% 1.0% 2.0% 3.0% 4.0%

13.0% $ 10.19 $ 10.73 $ 11.34 $ 12.19 $ 13.21

12.0% $ 11.00 $ 11.60 $ 12.28 $ 13.25 $ 14.43

11.0% $ 11.92 $ 12.60 $ 13.36 $ 14.48 $ 15.83

Discount

10.0% $ 12.99 $ 13.75 $ 14.61 $ 15.89 $ 17.45

Rate

9.0% $ 14.22 $ 15.08 $ 16.05 $ 17.52 $ 19.33

8.0% $ 15.64 $ 16.61 $ 17.71 $ 19.42 $ 21.52

7.0% $ 17.30 $ 18.40 $ 19.65 $ 21.63 $ 24.09

Maximum Cash Case

Discount Rate vs. PAA Distribution Rate Sensitivity

Year 20 PAA MLP Unit Yield Assumption 10.0%

Illustrative Consideration—$            per PLX Share

PAA Distribution Growth Rate

$ 19.26 0.0% 1.0% 2.0% 3.0% 4.0%

13.0% $ 11.98 $ 12.40 $ 12.86 $ 13.52 $ 14.30

12.0% $ 12.60 $ 13.07 $ 13.59 $ 14.34 $ 15.24

11.0% $ 13.31 $ 13.84 $ 14.42 $ 15.28 $ 16.32

Discount

10.0% $ 14.13 $ 14.72 $ 15.38 $ 16.36 $ 17.56

Rate

9.0% $ 15.08 $ 15.74 $ 16.48 $ 17.62 $ 19.01

8.0% $ 16.18 $ 16.92 $ 17.77 $ 19.08 $ 20.70

7.0% $ 17.45 $ 18.30 $ 19.26 $ 20.78 $ 22.67

Discount Rate vs. Redemption Price Sensitivity

PAA Annual Distribution Growth Assumption 2.0%

Illustrative Consideration—$            per PLX Share

Year 20 PAA MLP Unit Yield Assumption

$ 19.65 12.0% 11.0% 10.0% 9.0% 8.0%

13.0% $ 11.29 $ 11.31 $ 11.34 $ 11.44 $ 11.62

12.0% $ 12.22 $ 12.25 $ 12.28 $ 12.40 $ 12.62

11.0% $ 13.29 $ 13.33 $ 13.36 $ 13.51 $ 13.77

Discount

10.0% $ 14.52 $ 14.56 $ 14.61 $ 14.79 $ 15.10

Rate

9.0% $ 15.94 $ 15.99 $ 16.05 $ 16.26 $ 16.65

8.0% $ 17.58 $ 17.64 $ 17.71 $ 17.98 $ 18.44

7.0% $ 19.49 $ 19.56 $ 19.65 $ 19.97 $ 20.54

Discount Rate vs. Redemption Price Sensitivity

PAA Annual Distribution Growth Assumption 2.0%

Illustrative Consideration—$            per PLX Share

Year 20 PAA MLP Unit Yield Assumption

$ 19.26 12.0% 11.0% 10.0% 9.0% 8.0%

13.0% $ 12.83 $ 12.84 $ 12.86 $ 12.94 $ 13.08

12.0% $ 13.55 $ 13.57 $ 13.59 $ 13.68 $ 13.85

11.0% $ 14.37 $ 14.39 $ 14.42 $ 14.53 $ 14.73

Discount

10.0% $ 15.31 $ 15.34 $ 15.38 $ 15.52 $ 15.76

Rate

9.0% $ 16.41 $ 16.44 $ 16.48 $ 16.65 $ 16.95

8.0% $ 17.67 $ 17.71 $ 17.77 $ 17.97 $ 18.33

7.0% $ 19.14 $ 19.19 $ 19.26 $ 19.50 $ 19.94

Note: If PAA consummates a potential $300-400 MM acquisition in 2004 as discussed in its 2003 10-K, the acquisition could impact the above analysis by approximately $0.10 – $0.40 per share under the Leucadia proposal and related Notes and Preferred.

PETRIE PARKMAN & Co.

21

Summary of Leucadia March 19, 2004 Proposal

Leucadia Proposed Transaction

Overall complexity of Leucadia proposal relative to an all-cash deal

Cash and Note portions of transaction will be fully taxable to PLX stockholders yet such stockholders would receive only $0.52 per share in cash at closing

Indenture for Notes and Certificate for Preferred critical to credit quality and maintenance of security by PLX

Ability of PLX to make and maintain interest and Preferred dividend payments out of cash flow from operations

Proposed tender offer by Leucadia does not increase credit quality of PLX since obligations would remain outstanding

The Special Committee’s tax advisors have expressed significant concerns regarding the structure of the Notes which could materially impact the Note’s value, including o Create original issue discount income o Classification as debt or equity for tax purposes o Straddle rules could limit deductibility of interest by PLX o Constructive receipt

Potential impact on PAA GP, PAA credit profile, and value of PAA MLP units

PETRIE PARKMAN & Co.

22

Summary of Leucadia March 19, 2004 Proposal

Consideration Proposed by Leucadia

Combined value of cash, Notes and Preferred

Potential market value of Notes and Preferred o Notes will be a complex security for investors to analyze o No existing market for Notes o Expected liquidity of Notes o Ability of PLX to make interest and dividend payments o Theoretical value based on net present value of expected future cash flows

Credit ratings o Leucadia Notes rated B2 by Moody’s o PLX pro forma credit profile after Leucadia transaction has increased leverage o Pro forma PLX credit profile: ability to make distributions and satisfy Notes obligation at maturity o Notes would be obligations of PLX, not recourse to Leucadia o Leucadia credit support?

No securities similar to Notes trading in market o 20 year maturity, not callable, variable interest payments based on level of PAA distributions, principal amount repayable at maturity may fluctuate based on future value of PAA MLP

Units o Repayment obligation can be settled in cash, PAA MLP Units, or a combination of cash and PAA MLP Units at the then current market price at option of PLX

PETRIE PARKMAN & Co.

23

Summary of Leucadia March 19, 2004 Proposal

Consideration Proposed by Leucadia (cont’d)

Potential for research coverage of Notes given characteristics of issuer; impact on market price and yield

Current interest rate environment and impact on value of Notes and Preferred if interest rates rise; long dated and perpetual securities are highly sensitive

Current PLX stockholder base is equity-oriented which may cause sell-off of Notes and Preferred post-closing

Impact of $100 MM tender offer ($75 MM Notes; $25 MM Preferred) on liquidity and market price of Notes and Preferred; timing of tender offer vs. investor demands for liquidity; Preferred tender offer price will be below stated value

Impact on market for Notes and Preferred, if PAA is sold or merged

Impact on market for Notes if PAA issues a similar security directly

Value of convertible feature embedded in Notes given PAA’s high payout ratio

PETRIE PARKMAN & Co.

24

EX-99.(C)(7)

EXHIBIT (c)(7)

The McGraw-Hill Companies
	Arthur F. Simonson Director	55 Water Street New York, NY 10041 1 212 438-2094 Tel 1 212 438 2154 Fax arthur_simonson@standardandpoors

May 6, 2004

Mr. William M. Hitchcock

The Special Committee of the Plains Resources Board of Directors

Plains Resources, Inc.

700 Milam, Suite 2100

Houston, Texas 77002

Dear William:

Thank you for requesting Standard & Poor’s Rating Evaluation Service (RES) to provide you with rating feedback on Plains Resources, Inc. (PLX) given the proposal of Leucadia National Corporation (LUK; BBB-/Stable/—) to acquire 100% of the capital stock of PLX. The following is a summary of the Rating Evaluation committee’s rating conclusions and the rationale for such conclusions.

Scenario Analyzed

Standard & Poor’s was asked to give a rating opinion on the proposed financing plan outlined in Leucadia’s March 19, 2004 letter to The Special Committee of the Plains Resources Board of Directors. The financing plan contemplates $334.5 million of senior secured notes due to 2024, $105.9 million of perpetual preferred stock, and $93.9 million of equity as part of a proposed $534.3 million acquisition and recapitalization of PLX by Leucadia. The proposed senior secured notes will be issued by PLX, be secured by 12.4 million Plains All American Pipeline LP (PAA; BBB-/CreditWatch Negative/—) limited partner units, and pay quarterly interest in an amount equal to the quarterly unit distribution paid by PAA (subject to a minimum annual interest payment of $1.00 per note). At maturity, PLX is obligated to pay the holders of each outstanding note the greater of the face value of the notes or the market price of one PAA limited partner unit. The proposed perpetual preferred stock will be issued by PLX, pay cumulative quarterly cash dividends out of funds legally available in an amount equal to the quarterly unit distribution paid by PAA, plus $0.13125 per share, and be non-voting. However, if at any time dividends on the preferred stock are in arrears for six or more quarters, holders of the preferred stock may elect two additional directors to the PLX board until the dividends have been paid in full or set aside for payment in full.

Rating Conclusions

$334.5 million senior secured notes due 2004: BB-/CreditWatch Negative/—

$105.9 million perpetual preferred stock: B/CreditWatch Negative/—

The CreditWatch Negative designation on the notes and preferred stock is due to Standard & Poor’s review of the Plains All American Pipeline LP’s acquisition of Link Energy LLC for total consideration of about $330 million. Standard & Poor’s will resolve this designation when the ultimate financing strategy for the Link Energy LLC acquisition by PAA becomes finalized.

Summary Rationale

The ratings on PLX’s senior secured notes and preferred stock under the Leucadia proposal are driven by the reliance on quarterly distributions from Plains All American Pipeline LP to support PLX debt service, preferred stock payments, and administrative expenses. The potential volatility associated with these distributions, PLX’s subordinate position to the debt at PAA, and the structure of the proposed notes and preferred stock are the key rating factors. As part of our analysis Standard & Poor’s concludes that the rating on PLX’s senior secured notes under the Leucadia proposal would be one notch lower than that of the rating on the senior secured term loan under the Vulcan Energy proposal. The basis for this conclusion is due to the greater amount of debt in the capital structure and the higher level of refinancing risk associated with the Leucadia debt structure relative to the Vulcan proposal. Standard & Poor’s concludes, that under the Leucadia proposal PLX will not likely be able to accumulate a cash position adequate enough to fund the senior notes at maturity and would relying on the value of the PAA units to meet its maturity requirements. This is due to the anticipated transaction’s variable note and preferred stock payment structures. Payments on these instruments are anticipated to utilize the majority of the LP distributions that PAA sends to PLX and there are no mandatory requirements for debt reduction. While the variable rate payment structure lowers the probability of default over the short term, this benefit is more than outweighed by the higher default probability at maturity. Conversely, based on the same projected PAA limited partner and general partner distributions, the Vulcan proposal has the ability to retire a fairly significant amount of debt through free cash flow generation and is required under its credit documents to retire debt through scheduled amortization and a cash sweep mechanism. The preferred stock under the Leucadia proposal is rated two notches below the proposed senior secured note rating to reflect its subordinated position and the ability to have dividend payments deferred.

This evaluation is both preliminary and confidential. It is preliminary in that it is based on hypothetical information recently presented to us. You understand that Standard & Poor’s will not review, modify or surveil this evaluation. Subsequent information or changes to the information previously provided could result in final conclusions that differ from the preliminary proposed conclusions. This evaluation is private and is intended for your own internal use. Please note the conclusions provided herein are based on assumptions you and your team have provided to us. To the extent that these assumptions change, the rating implications could also change. You understand and agree that we are not financial advisors to you and that in performing the RES, Standard & Poor’s is providing rating opinions on the scenarios presented; it is not endorsing or advocating any particular course of action. Nothing in this report is intended to create, or should be construed as creating, a fiduciary relationship between you and us and recipients of the rating. We have not consented to and will not consent to being named an “expert” under applicable securities laws. Standard & Poor’s rating is not a “market” rating, nor is it a recommendation to buy, hold or sell any financial obligations of an issuer.

Should you have questions, please do not hesitate to contact me or Steven Nocar.

Sincerely,

/s/    Arthur Simonson

Cc: Ronald M. Barone, S&P/NYC

Terrence Streicher, S&P/NYC

Thomas Hensley, Petrie Parkman & Co.

EX-99.(C)(9)

EXHIBIT (c)(9)

February 11, 2004

Mr. John T. Raymond

Plains Resources Inc.

700 Milam Street, Suite 3100

Houston, Texas 77002

Dear Mr. Raymond:

In accordance with your request, we have estimated the proved, probable, and possible reserves and future revenue, as of January 1, 2004, to the Plains Resources Inc. (Plains) interest in certain oil and gas properties located in Florida as listed in the accompanying tabulations. This report has been prepared using constant prices and costs as discussed in subsequent paragraphs of this letter. For the proved reserves, this report conforms to the guidelines of the Securities and Exchange Commission (SEC). However, inasmuch as the SEC does not recognize probable or possible reserves, the sections of this report dealing with such reserves should not be used in filings with the SEC.

As presented in the accompanying summary projections, Tables I through VI, we estimate the net reserves and future net revenue to the Plains interest, as of January 1, 2004, to be:

	Net Reserves		Future Net Revenue ($)
Category	Oil (Barrels)	Gas (MCF)	Total	Present Worth at 1 0%
Proved Developed
Producing	9,088,069	0	39,615,700	31,997,500
Non-Producing	3,642,060	0	56,534,700	28,938,200
Proved Undeveloped	1,816,698	0	27,115,500	16,517,200
Total Proved	14,546,827	0	123,265,900	77,452,900
Probable(1)	1,508,347	0	20,456,200	9,822,300
Possible(1)	1,141,043	0	21,786,400	10,663,200

(1) These reserves and future revenue are not risk-weighted.

The oil reserves shown include crude oil only. Oil volumes are expressed in barrels that are equivalent to 42 United States gallons. Produced gas volumes are consumed in field operations.

The estimated reserves and future revenue shown in this report are for proved developed producing, proved developed non-producing, proved undeveloped, probable, and possible reserves. This report does not include any value which could be attributed to interests in undeveloped acreage beyond those tracts for which undeveloped reserves have been estimated.

As shown in the Table of Contents, this report includes a summary projection of reserves and revenue for each reserve category and a graph showing gross historical and projected oil production by reserve category. Also included for each field are a graph showing gross historical and projected production by reserve category; summary projections of reserves and revenue by reserve category; and one-line summaries of reserves,

economics, and basic data by lease. For the purposes of this report, the term “lease” refers to a single economic projection.

Future gross revenue to the Plains interest is prior to deducting state production taxes and ad valorem taxes. Future net revenue is after deducting these taxes, future capital costs, operating expenses, and abandonment costs but before consideration of federal income taxes. In accordance with SEC guidelines, the future net revenue has been discounted at an annual rate of 10 percent to determine its “present worth.” The present worth is shown to indicate the effect of time on the value of money and should not be construed as being the fair market value of the properties.

For the purposes of this report, a field inspection of the properties has not been performed nor has the mechanical operation or condition of the wells and their related facilities been examined. We have not investigated possible environmental liability related to the properties; therefore, our estimates do not include any costs which may be incurred due to such possible liability. Future revenue estimates include Plains’ estimates of the costs to abandon the wells and production facilities, net of any salvage value. Abandonment costs are included with other capital investments.

Oil prices used in this report are based on a December 31, 2003 West Texas Intermediate (WTI) posted price of $29.25 per barrel, adjusted by field for quality, transportation fees, and regional price differentials. As a reference, the December 31, 2003 NYMEX WTI price was $32.52 per barrel. Oil prices are held constant in accordance with SEC guidelines.

Lease and well operating costs are based on operating expense records of Plains and include costs estimated to be incurred at and below the district and field levels. Headquarters general and administrative overhead expenses of Plains are not included. Lease and well operating costs are held constant in accordance with SEC guidelines. Capital costs are included as required for workovers, new development wells, and production equipment.

The reserves included in this report are estimates only and should not be construed as exact quantities. They may or may not be recovered; if recovered, the revenues therefrom and the costs related thereto could be more or less than the estimated amounts. The sales rates, prices received for the reserves, and costs incurred in recovering such reserves may vary from assumptions included in this report due to governmental policies and uncertainties of supply and demand. Also, estimates of reserves may increase or decrease as a result of future operations.

In evaluating the information at our disposal concerning this report, we have excluded from our consideration all matters as to which legal or accounting, rather than engineering and geological, interpretation may be controlling. As in all aspects of oil and gas evaluation, there are uncertainties inherent in the interpretation of engineering and geological data; therefore, our conclusions necessarily represent only informed professional judgments.

The titles to the properties have not been examined by Netherland, Sewell & Associates, Inc., nor has the actual degree or type of interest owned been independently confirmed. The data used in our estimates were obtained from Plains Resources Inc. and the nonconfidential files of Netherland, Sewell & Associates, Inc. and were accepted as accurate. Supporting geologic, field performance, and work data are on file in our office. We are independent petroleum engineers, geologists, geophysicists, and petrophysicists; we do not own an interest in these properties and are not employed on a contingent basis.

MBB:CDB