Director Compensation Summary
Each director of Plains All American GP LLC who is not an employee of Plains All American GP LLC is
reimbursed for any travel, lodging and other out-of-pocket expenses related to meeting attendance or otherwise
related to service on the board (including, without limitation, reimbursement for continuing education expenses).
Each non-employee director is currently paid an annual retainer fee of $45,000. Mr. Armstrong is otherwise
compensated for his services as an employee and therefore receives no separate compensation for his services as
a director. In addition to the annual retainer, each committee chairman (other than the chairman of the audit
committee) receives $2,000 annually. The chairman of the audit committee receives $30,000 annually, and the
other members of the audit committee receive $15,000 annually, in each case, in addition to the annual retainer.
During 2008, Messrs. Capobianco, Goyanes and Smith served as chairmen of the compensation, audit and
governance committees, respectively.
Our non-employee directors receive LTIP awards or cash equivalent awards as part of their
compensation. The LTIP awards vest annually in 25% increments over a four-year period and have an automatic
re-grant feature such that as they vest, an equivalent amount is granted. The three non-employee directors who
serve on the audit committee each have outstanding a grant of 10,000 units (vesting 2,500 units per year).
Mr. Sinnott has outstanding a grant of 5,000 units (vesting 1,250 per year). Upon any vesting (other than the
incremental audit committee awards), a cash payment is made to Vulcan Capital as directed by the Vulcan
designee and to an affiliate of EnCap as directed by Mr. Petersen. Such cash payment is based on the unit value
of Mr. Sinnott’s award on the previous year’s vesting date.
All LTIP awards held by a director vest in full upon the next following vesting date after the death or
disability (as determined in good faith by