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 13, 2020, the board of directors (the "Board") of PAA GP Holdings LLC
("GP Holdings"), the general partner of Plains GP Holdings, L.P. ("PAGP"),
approved grants of phantom units to certain of those individuals who were
identified as Named Executive Officers in PAGP's 2020 proxy statement. These
phantom unit grants were consistent with the annual LTIP targets disclosed in
the 2020 proxy statement. The annual LTIP target values and resulting LTIP
grants approved by the Board are set forth below:



                                         Annual LTIP Award Target
                                                  Value               2020 Annual
                                         (as a percentage of base         LTIP        No. of Phantom
            Name and Title                       salary)              Award Value    Units Granted(1)
Willie Chiang, Chief Executive Officer                        500 %   $  3,000,000             375,940
Al Swanson, Executive Vice President
and Chief Financial Officer                                   300 %   $  1,200,000             150,380
Richard McGee, Executive Vice
President, General Counsel and
Secretary                                                     300 %   $  1,200,000             150,380
Chris Chandler, Executive Vice
President and Chief Operating Officer                         300 %   $  1,200,000             150,380
Jeremy Goebel, Executive Vice
President - Commercial                                        300 %   $  1,200,000             150,380

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


     preceding the date of grant of $7.98.




The phantom units will vest (become payable 1-for-1 in common units of Plains
All American Pipeline, L.P. ("PAA")) as follows: (a) Tranche 1, consisting of
50% of the number of phantom units granted, will vest on the August 2023
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 2023 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, 2023 compared to the TSR
of a selected peer group that includes the S&P 500 Index and the Alerian MLP
Index (AMZ) as additional comparators; 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 2023 distribution date at a scaled payout range
of between 0% to 200% based on (i) PAA achieving cumulative distributable cash
flow per common unit equivalent of $6.00 over the three-year period ending June
30, 2023 and (ii) PAA achieving a leverage ratio as of June 30, 2023 consistent
with the leverage ratio assumed in its long term plan as of August 2020. 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 be paid in cash in a lump sum on the August 2021 distribution date;
beginning in November 2021, 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 be paid in
cash in a lump sum on the August 2023 distribution date with respect to each
phantom unit that vests on such date.



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