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 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 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 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 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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