ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

Phantom Unit Grants to Named Executive Officers


On August 19, 2021, the board of directors (the "Board") of PAA GP Holdings LLC
("GP Holdings"), the general partner of Plains All American Pipeline, L.P.
("PAA"), approved grants of phantom units to certain of those individuals who
were identified as Named Executive Officers in PAA's 2021 proxy statement. These
phantom unit grants were consistent with the annual LTIP targets disclosed in
the 2021 proxy statement. The annual LTIP target values and resulting LTIP
grants approved by the Board are set forth below:



                                                         Annual LTIP Award Target Value       2021 Annual LTIP       No. of Phantom
                  Name and Title(1)                     (as a percentage of

base salary) Award Value Units Granted(2) Willie Chiang, Chief Executive Officer

                                               500 %   $        3,000,000               300,600

Al Swanson, Executive Vice President and
Chief Financial Officer                                                              300 %   $        1,200,000               120,200

Richard McGee, Executive Vice President,
General Counsel and Secretary                                                        300 %   $        1,200,000               120,200

Chris Chandler, Executive Vice President and
Chief Operating Officer                                                              300 %   $        1,200,000               120,200

Jeremy Goebel, Executive Vice President and
Chief Commercial Officer                                                   

         300 %   $        1,200,000               120,200

(1) Annual LTIP grants were not awarded to Harry Pefanis, President, as he

requested to not participate in the 2021 long-term incentive program.

(2) Based on a volume weighted average price per unit for a 10-day period


     preceding the date of grant of $9.98.

The phantom units will vest (become payable 1-for-1 in common units of PAA) as follows:

(a) Tranche 1, consisting of 50% of the number of phantom units granted, will

vest on the August 2024 distribution date assuming continued service


        through such date;




    (b) Tranche 2, consisting of 25% of the number of phantom units granted

(assuming 100% payout at target), will potentially vest on the August 2024

distribution date at a scaled payout range of between 0% to 200% based on

PAA's total shareholder return (TSR) over the three-year period ending

June 30, 2024 compared to the TSR of a selected peer group (payout may be


        reduced if PAA's absolute TSR is negative); and




    (c) Tranche 3, consisting of 25% of the number of phantom units granted

(assuming 100% payout at target), will potentially vest on the August 2024

distribution date at a scaled payout range of between 0% to 200% based on


        PAA achieving cumulative distributable cash flow per common unit
        equivalent of $6.00 over the three-year period ending June 30, 2024 (with
        such payout being subject to adjustment by plus or minus 50 gross
        percentage points (subject to a cap of 200%) based on the extent to which
        PAA achieves a leverage ratio as of June 30, 2024 that is less than or
        greater than, respectively, the target leverage ratio for such date

assumed in PAA's long term plan as of August 2021, plus or minus .15x, as


        applicable).




The phantom units include tandem distribution equivalent rights ("DERs") that
vest as follows: (a) DERs associated with Tranche 1 will accrue for the first
year and such accrued amount will be paid in cash in a lump sum on the
August 2022 distribution date; beginning in November 2022, DERs associated with
Tranche 1 will be paid quarterly until the related phantom units vest; and
(b) DERs associated with Tranches 2 and 3 will accrue during the three-year
vesting period and will be paid in cash in a lump sum on the August 2024
distribution date with respect to the number of phantom units, if any, that

vest
on such date.



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