EXHIBIT 99.1

                           PLAINS ALL AMERICAN GP LLC
                          1998 LONG-TERM INCENTIVE PLAN


         SECTION 1. Purpose and History of the Plan.

         (a) Purpose. The Plains All American GP LLC 1998 Long-Term Incentive
Plan (the "Plan") (formerly known as the Plains All American Inc. 1998 Long-Term
Incentive 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 GP LLC (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 partners.

         (b) History. The Plan was initially established by Plains All American
Inc. On June 8, 2001, the Plan was amended by the Board of Directors of Plains
All American Inc. Effective on June 30, 2001, the Plan, as amended, and all
outstanding Awards thereunder were assumed by the Company. Notwithstanding
anything in the Plan or an Award agreement that provides for the termination of
the Award upon the Participant's termination of employment with Plains All
American Inc. and its Affiliates, the transfer of a Participant's employment to
the Company pursuant to the Pension and Employee Benefits Assumption and
Transition Agreement shall be deemed not to be a termination of the
Participant's employment for purposes of such Award. The Plan is herein set
forth and restated as amended.

         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 in
Rule 16b-3.

         "Employee" means any employee of the Company or an Affiliate, as
determined by the Committee.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Fair Market Value" means the closing sales price of a Unit on the
applicable date (or if there is no trading in the Units on such date, on the
next preceding date on which there was trading) as reported in The Wall Street
Journal (or other reporting service approved by the Committee). In the event
Units are not publicly traded at the time a determination of fair market value
is required to be made hereunder, the determination of fair market value shall
be made in good faith by the Committee.

         "Option" means an option to purchase Units granted under the Plan.

         "Participant" means any Employee or Director granted an Award under the
Plan.

         "Partnership Agreement" means the Amended and Restated Agreement of
Limited Partnership of Plains All American Pipeline, L.P.

         "Person" means an individual or a corporation, limited liability
company, partnership, joint venture, trust, unincorporated organization,
association, government agency or political subdivision thereof or other entity.

         "Restricted Period" means the period established by the Committee with
respect to an Award during which the Award either remains subject to forfeiture
or is not exercisable by the Participant. Notwithstanding anything in the Plan
to the contrary, the Restricted Period with respect to any Award granted to an
Employee may not terminate prior to the end of the Subordination Period (as
defined in the Partnership Agreement).

         "Restricted Unit" means a phantom unit granted under the Plan which
upon or following vesting entitles the Participant to receive a Unit.

         "Rule 16b-3" means Rule 16b-3 promulgated by the SEC under the Exchange
Act, or any successor rule or regulation thereto as in effect from time to time.

         "SEC" means the Securities and Exchange Commission, or any successor
thereto.

         "Unit" means a Common Unit of the Partnership.

         SECTION 3.  Administration.

         The Plan shall be administered by the Committee. A majority of the
Committee shall constitute a quorum, and the acts of the members of the
Committee who are present at any meeting thereof at which a quorum is present,
or acts unanimously approved by the members of the Committee in writing, shall
be the acts of the Committee. Subject to the following, the Committee, in its
sole discretion, may delegate any or all of its powers and duties under the
Plan,


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including the power to grant Awards under the Plan, to the Chief Executive
Officer of the Company, subject to such limitations on such delegated powers and
duties as the Committee may impose. Upon any such delegation all references in
the Plan to the "Committee", other than in Section 7, shall be deemed to include
the Chief Executive Officer; provided, however, that such delegation shall not
limit the Chief Executive Officer's right to receive Awards under the Plan.
Notwithstanding the foregoing, the Chief Executive Officer may not grant Awards
to, or take any action with respect to any Award previously granted to, a person
who is an officer subject to Rule 16b-3 or a member of the Board. Subject to the
foregoing limitation, the Chief Executive Officer is deemed to have been
delegated the power hereunder, at any time on or after June 8, 2001, to grant
(i) Awards of up to 100,000 Units and (ii) Awards to newly hired Employees.
Subject to the terms of the Plan and applicable law, and in addition to other
express powers and authorizations conferred on the Committee by the Plan, the
Committee shall have full power and authority to: (i) designate Participants;
(ii) determine the type or types of Awards to be granted to a Participant; (iii)
determine the number of Units to be covered by Awards; (iv) determine the terms
and conditions of any Award; (v) determine whether, to what extent, and under
what circumstances Awards may be settled, exercised, canceled, or forfeited;
(vi) interpret and administer the Plan and any instrument or agreement relating
to an Award made under the Plan; (vii) establish, amend, suspend, or waive such
rules and regulations and appoint such agents as it shall deem appropriate for
the proper administration of the Plan; and (viii) make any other determination
and take any other action that the Committee deems necessary or desirable for
the administration of the Plan. Unless otherwise expressly provided in the Plan,
all designations, determinations, interpretations, and other decisions under or
with respect to the Plan or any Award shall be within the sole discretion of the
Committee, may be made at any time and shall be final, conclusive, and binding
upon all Persons, including the Company, the Partnership, any Affiliate, any
Participant, and any beneficiary of any Award.

         SECTION 4. Units Available for Awards.

         (a) Units Available. Subject to adjustment as provided in Section 4(c),
the number of Units with respect to which Awards may be granted under the Plan
is 1,425,000. If any Award is forfeited or otherwise terminates or is canceled
without the delivery of Units, then the Units covered by such Award, to the
extent of such forfeiture, termination or cancellation, shall again be Units
with respect to which Awards may be granted.

         (b) Sources of Units Deliverable Under Awards. Any Units delivered
pursuant to an Award shall consist, in whole or in part, of Units acquired in
the open market, from any Affiliate, the Partnership or any other Person, or any
combination of the foregoing, as determined by the Committee in its discretion;
provided, however, in no event may the number of Units acquired in an issuance
from the Partnership for delivery pursuant to Awards granted under the Plan
exceed 975,000.

         (c) Adjustments. In the event that the Committee determines that any
distribution (whether in the form of cash, Units, other securities, or other
property), recapitalization, split, reverse split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, or exchange of Units
or other securities of the Partnership, issuance of warrants or other rights to
purchase Units or other securities of the Partnership, or other similar
transaction or event affects the Units such that an adjustment is determined by
the Committee to be appropriate in order to


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prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan, then the Committee shall, in such manner as
it may deem equitable, adjust any or all of (i) the number and type of Units (or
other securities or property) with respect to which Awards may be granted, (ii)
the number and type of Units (or other securities or property) subject to
outstanding Awards, and (iii) the grant or exercise price with respect to any
Award or, if deemed appropriate, make provision for a cash payment to the holder
of an outstanding Award; provided, that the number of Units subject to any Award
shall always be a whole number.

         SECTION 5. Eligibility.

         Any Employee and Director shall be eligible to be designated a
Participant.

         SECTION 6. Awards.

         (a) Options. The Committee shall have the authority to determine the
Employees and Directors to whom Options shall be granted, the number of Units to
be covered by each Option, the purchase price therefor and the conditions and
limitations applicable to the exercise of the Option, including the following
terms and conditions and such additional terms and conditions, as the Committee
shall determine, that are not inconsistent with the provisions of the Plan.

                  (i) Exercise Price. The purchase price per Unit purchasable
         under an Option shall be determined by the Committee at the time the
         Option is granted but shall not be less than its Fair Market Value as
         of the date of grant.

                  (ii) Time and Method of Exercise. The Committee shall
         determine the Restricted Period, i.e., the time or times at which an
         Option may be exercised in whole or in part, and the method or methods
         by which payment of the exercise price with respect thereto may be made
         or deemed to have been made which may include, without limitation,
         cash, check acceptable to the Company, a "cashless-broker" exercise
         (through procedures approved by the Company), other securities or other
         property, a note from the Participant (in a form acceptable to the
         Company), or any combination thereof, having a Fair Market Value on the
         exercise date equal to the relevant exercise price.

                  (iii) Term. Subject to earlier termination as provided in the
         grant agreement or the Plan, each Option shall expire on the 10th
         anniversary of its date of grant.

                  (iv) Forfeiture. Except as otherwise provided in the terms of
         the Option grant, upon termination of a Participant's employment with
         the Company and its Affiliates or membership on the Board, whichever is
         applicable, for any reason during the applicable Restricted Period, all
         Options shall be forfeited by the Participant. The Committee may, in
         its discretion, waive in whole or in part such forfeiture with respect
         to a Participant's Options.

         (b) Restricted Units. The Committee shall have the authority to
determine the Employees and Directors to whom Restricted Units shall be granted,
the number of Restricted Units to be granted to each such Participant, the
duration of the Restricted Period, the conditions under which the Restricted
Units may become vested or forfeited, and such other terms and


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conditions as the Committee may establish with respect to such Awards, including
whether DERs are granted with respect to such Restricted Units.

                  (i) DERs. To the extent provided by the Committee, in its
         discretion, a grant of Restricted Units may include a tandem DER grant,
         which may provide that such DERs shall be paid directly to the
         Participant, be credited to a bookkeeping account (with or without
         interest in the discretion of the Committee) subject to the same
         restrictions as the tandem Award, or be subject to such other
         provisions or restrictions as determined by the Committee in its
         discretion. Notwithstanding the foregoing however, DERs shall not be
         granted with respect to any Award prior to the end of the Subordination
         Period

                  (ii) Forfeiture. Except as otherwise provided in the terms of
         the Restricted Units grant, upon termination of a Participant's
         employment with the Company and its Affiliates or membership on the
         Board, whichever is applicable, for any reason during the applicable
         Restricted Period, all Restricted Units shall be forfeited by the
         Participant. The Committee may, in its discretion, waive in whole or in
         part such forfeiture with respect to a Participant's Restricted Units.

                  (iii) Lapse of Restrictions. Upon the vesting of each
         Restricted Unit, the Participant shall be entitled to receive from the
         Company one Unit, subject to the provisions of Section 8(b).

         (c) General.

                  (i) Awards May Be Granted Separately or Together. Awards may,
         in the discretion of the Committee, be granted either alone or in
         addition to, in tandem with, or in substitution for any other Award
         granted under the Plan or any award granted under any other plan of the
         Company or any Affiliate, including the Management Incentive Plan.
         Awards granted in addition to or in tandem with other Awards or awards
         granted under any other plan of the Company or any Affiliate may be
         granted either at the same time as or at a different time from the
         grant of such other Awards or awards.

                  (ii) Limits on Transfer of Awards.

                           (A) Except as provided in (C) below, each Option
                  shall be exercisable only by the Participant during the
                  Participant's lifetime, or by the person to whom the
                  Participant's rights shall pass by will or the laws of descent
                  and distribution.

                           (B) Except as provided in (C) below, no Award and no
                  right under any such Award may be assigned, alienated,
                  pledged, attached, sold or otherwise transferred or encumbered
                  by a Participant otherwise than by will or by the laws of
                  descent and distribution and any such purported assignment,
                  alienation, pledge, attachment, sale, transfer or encumbrance
                  shall be void and unenforceable against the Company or any
                  Affiliate.

                           (C) To the extent specifically provided by the
                  Committee with respect to an Option grant, an Option may be
                  transferred by a Participant without consideration to
                  immediate family members or related family trusts, limited


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                  partnerships or similar entities or on such terms and
                  conditions as the Committee may from time to time establish.

                  (iii) Term of Awards. The term of each Award shall be for such
         period as may be determined by the Committee.

                  (iv) Unit Certificates. All certificates for Units or other
         securities of the Partnership delivered under the Plan pursuant to any
         Award or the exercise thereof shall be subject to such stop transfer
         orders and other restrictions as the Committee may deem advisable under
         the Plan or the rules, regulations, and other requirements of the SEC,
         any stock exchange upon which such Units or other securities are then
         listed, and any applicable federal or state laws, and the Committee may
         cause a legend or legends to be put on any such certificates to make
         appropriate reference to such restrictions.

                  (v) Consideration for Grants. Awards may be granted for no
         cash consideration or for such consideration as the Committee
         determines including, without limitation, such minimal cash
         consideration as may be required by applicable law.

                  (vi) Delivery of Units or other Securities and Payment by
         Participant of Consideration. Notwithstanding anything in the Plan or
         any grant agreement to the contrary, delivery of Units pursuant to the
         exercise or vesting of an Award may be deferred for any period during
         which, in the good faith determination of the Committee, the Company is
         not reasonably able to obtain Units to deliver pursuant to such Award
         without violating the rules or regulations of any applicable law or
         securities exchange. No Units or other securities shall be delivered
         pursuant to any Award until payment in full of any amount required to
         be paid pursuant to the Plan or the applicable Award grant agreement
         (including, without limitation, any exercise price or tax withholding)
         is received by the Company. Such payment may be made by such method or
         methods and in such form or forms as the Committee shall determine,
         including, without limitation, cash, other Awards, withholding of
         Units, cashless-broker exercises with simultaneous sale, or any
         combination thereof; provided that the combined value, as determined by
         the Committee, of all cash and cash equivalents and the Fair Market
         Value of any such Units or other property so tendered to the Company,
         as of the date of such tender, is at least equal to the full amount
         required to be paid to the Company pursuant to the Plan or the
         applicable Award agreement.

         SECTION 7. Amendment and Termination.

         Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award agreement or in the Plan:

                  (i) Amendments to the Plan. Except as required by applicable
         law or the rules of the principal securities exchange on which the
         Units are traded and subject to Section 7(ii) below, the Board or the
         Committee may amend, alter, suspend, discontinue, or terminate the Plan
         in any manner, including increasing the number of Units available for
         Awards under the Plan, without the consent of any partner, Participant,
         other holder or beneficiary of an Award, or other Person; provided,
         however, that no amendment may


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         be made without the approval of a Unit Majority (as defined in the
         Partnership Agreement) that would either accelerate, with respect to an
         Award granted to an Employee, vesting to a date prior to the end of the
         Subordination Period or permit DERs to be granted prior to the end of
         the Subordination Period.

                  (ii) Amendments to Awards. The Committee may waive any
         conditions or rights under, amend any terms of, or alter any Award
         theretofore granted, provided no change, other than pursuant to Section
         7(iii), in any Award shall materially reduce the benefit to Participant
         without the consent of such Participant.

                  (iii) Adjustment of Awards Upon the Occurrence of Certain
         Unusual or Nonrecurring Events. The Committee is hereby authorized to
         make adjustments in the terms and conditions of, and the criteria
         included in, Awards in recognition of unusual or nonrecurring events
         (including, without limitation, the events described in Section 4(c) of
         the Plan) affecting the Partnership or the financial statements of the
         Partnership, or of changes in applicable laws, regulations, or
         accounting principles, whenever the Committee determines that such
         adjustments are appropriate in order to prevent dilution or enlargement
         of the benefits or potential benefits intended to be made available
         under the Plan.

         SECTION 8. General Provisions.

         (a) No Rights to Awards. No Person shall have any claim to be granted
any Award, and there is no obligation for uniformity of treatment of
Participants. The terms and conditions of Awards need not be the same with
respect to each recipient.

         (b) Withholding. The Company or any Affiliate is authorized to withhold
from any Award, from any payment due or transfer made under any Award or from
any compensation or other amount owing to a Participant the amount (in cash,
Units, other securities, Units that would otherwise be issued pursuant to such
Award or other property) of any applicable taxes payable in respect of the grant
of an Award, its exercise, the lapse of restrictions thereon, or any payment or
transfer under an Award or under the Plan and to take such other action as may
be necessary in the opinion of the Company to satisfy all obligations for the
payment of such taxes.

         (c) No Right to Employment. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of the
Company or any Affiliate or to remain on the Board, as applicable. Further, the
Company or an Affiliate may at any time dismiss a Participant from employment,
free from any liability or any claim under the Plan, unless otherwise expressly
provided in the Plan or in any Award agreement.

         (d) Governing Law. The validity, construction, and effect of the Plan
and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of Delaware and applicable federal law.

         (e) Severability. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or Award, or would disqualify the Plan or any
Award under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to the applicable laws, or if it


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cannot be construed or deemed amended without, in the determination of the
Committee, materially altering the intent of the Plan or the Award, such
provision shall be stricken as to such jurisdiction, Person or Award and the
remainder of the Plan and any such Award shall remain in full force and effect.

         (f) Other Laws. The Committee may refuse to issue or transfer any Units
or other consideration under an Award if, in its sole discretion, it determines
that the issuance or transfer or such Units or such other consideration might
violate any applicable law or regulation, the rules of the principal securities
exchange on which the Units are then traded, or entitle the Partnership or an
Affiliate to recover the same under Section 16(b) of the Exchange Act, and any
payment tendered to the Company by a Participant, other holder or beneficiary in
connection with the exercise of such Award shall be promptly refunded to the
relevant Participant, holder or beneficiary.

         (g) No Trust or Fund Created. Neither the Plan nor the Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or
any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Award, such right
shall be no greater than the right of any general unsecured creditor of the
Company or any Affiliate.

         (h) No Fractional Units. No fractional Units shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash, other securities, or other property shall be paid or transferred
in lieu of any fractional Units or whether such fractional Units or any rights
thereto shall be canceled, terminated, or otherwise eliminated.

         (i) Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.

         SECTION 9. Term of the Plan.

         The Plan shall be effective on the date of its approval by the Board
and shall continue until the date terminated by the Board or Units are no longer
available for grants of Awards under the Plan, whichever occurs first. However,
unless otherwise expressly provided in the Plan or in an applicable Award
Agreement, any Award granted prior to such termination, and the authority of the
Board or the Committee to amend, alter, adjust, suspend, discontinue, or
terminate any such Award or to waive any conditions or rights under such Award,
shall extend beyond such termination date.


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