PLAINS ALL AMERICAN INC.
1998 LONG-TERM INCENTIVE PLAN
SECTION 1. Purpose of the Plan.
The Plains All American Inc. 1998 Long-Term Incentive Plan (the "Plan") is intended to promote the interests of
Plains All American Pipeline, L.P., a Delaware limited partnership (the "Partnership"), by providing to employees
and directors of Plains All American Inc. (the "Company") and its Affiliates who perform services for the
Partnership incentive compensation awards for superior performance that are based on Units. The Plan is also
contemplated to enhance the ability of the Company and its Affiliates to attract and retain the services of
individuals who are essential for the growth and profitability of the Partnership and to encourage them to devote
their best efforts to the business of the Partnership, thereby advancing the interests of the Partnership and its
SECTION 2. Definitions.
As used in the Plan, the following terms shall have the meanings set forth below:
"Affiliate" means, with respect to any Person, any other Person that directly or indirectly through one or more
intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein,
the term "control" means the possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.
"Award" means an Option or Restricted Unit granted under the Plan.
"Board" means the Board of Directors of the Company.
"Committee" means the Compensation Committee of the Board or such other committee of the Board appointed
to administer the Plan.
"DER" means a contingent right, granted in tandem with a specific Restricted Unit, to receive an amount in cash
equal to the cash distributions made by the Partnership with respect to a Unit during the period such Restricted
Unit is outstanding.
"Director" means a "non-employee director" of the Company, as defined i