PLAINS ALL AMERICAN INC.
MANAGEMENT INCENTIVE PLAN
SECTION 1. Objectives. The objectives of the Plains All American Inc. Management Incentive Plan (the "Plan")
-- To communicate and focus management's attention on achieving the business goals of Plains All American
Pipeline, L.P. (the "Partnership"),
-- To attract and retain highly qualified key employees upon whom the success of the Partnership depends, and
-- To reward superior performance.
The Plan is intended to encourage management to achieve and surpass the business objectives of the Partnership
through establishing quarterly and/or annual objectives, reviewing performance and awarding quarterly and/or
annual bonuses based on the achievement of such objectives.
SECTION 2. Administration. The Plan shall be administered by the Compensation Committee of the Board of
Directors (the "Committee") of Plains All American Inc. (the "Company"). The Committee shall have such
discretionary authority to administer the Plan, to construe and interpret the Plan, to decide all questions of
eligibility, to determine the amount, manner and time of payment of any payments hereunder and to make all other
determinations deemed necessary or advisable for the administration of the Plan.
SECTION 3. Eligibility. Employees eligible under the Plan are the officers of the Company and its affiliates who
may have a substantial impact on the performance of the Partnership. Each calendar year ("Plan Year") (generally
at or near the beginning of such Plan Year, or, with respect to an individual hired or promoted after the beginning
of the Plan Year, on or within a reasonable period following the date such individual becomes an eligible
employee) the Committee shall select the employees who shall be participants for that year and shall assign levels
of participation to each such employee. The incentive award opportunity with respect to an eligible employee
shall be designed to reflect the overall impact of the employee on the performance of t