Second Amended and Restated Employment Agreement dated effective October 1, 2018 between Plains All American GP LLC and Greg L. Armstrong

Employment; Prior Agreement.

Effective October 1, 2018 (the “Effective Date”) and subject to the terms hereof, Armstrong hereby (i) resigns his position as CEO of the Company and as an officer of all other members of the Company Group, and (ii) continues his employment with the Company as the non-executive Chairman of the Board. During the Term (as defined below), Armstrong agrees to devote such time and energy as may be reasonably necessary to perform the duties and responsibilities of the Chairman of the Board as set forth in the Third Amended and Restated Limited Liability Company Agreement of PAA GP Holdings LLC, as amended.

The Parties acknowledge and agree that except as may be expressly provided for hereunder (i) this Agreement shall govern the duties, obligations and rights of the Parties with respect to Armstrong’s employment by the Company during the Term and (ii) the Prior Agreement shall govern the duties, obligations and rights of the Parties with respect to Armstrong’s employment by the Company prior to the Effective Date. Accordingly, the Parties acknowledge and agree that by virtue of their execution and delivery of this Agreement neither Party shall be deemed to have waived any of its rights or claims under the Prior Agreement with respect to Armstrong’s employment by the Company prior to the Effective Date.

Term. The term of Armstrong’s employment with the Company as provided hereunder (the “Term”) shall commence on the Effective Date and terminate on December 31, 2019; provided, however, that (a) Armstrong may terminate his employment with the Company as of any date prior to December 31, 2019 by giving written notice to the Company at least two weeks prior to the effective date of such termination, (b) at the direction of the Board, the Company may terminate Armstrong’s employment with the Company as of any date prior to December 31, 2019 by giving written notice to Armstrong at least two weeks prior to the effective date of such termination, and (c) Armstrong’s employment relationship with the Company shall automatically terminate in the event of his death. The date as of which the employment relationship terminates shall constitute the “Termination Date” for purposes hereof.

Compensation and Benefits.

Armstrong shall be paid a monthly salary that equates with an annual payment of $250,000, payable semi-monthly in cash for so long as Armstrong is employed by the Company under the terms of this Agreement. During the Term, Armstrong shall remain eligible to participate in all employee benefit plans generally available to employees of the Company (including, without limitation, all health and medical benefit plans).

Armstrong will be entitled to receive prompt reimbursement for all reasonable expenses, including travel and entertainment expenses, incurred by him during the Term in connection with (i) his service as Chairman of the Board as contemplated hereunder, (ii) his prior service as CEO and Chairman of the Board pursuant to the Prior Agreement, and (iii) the provision by Armstrong of any assistance with litigation or investigations as contemplated by Section 5 hereof; it being specifically agreed that such reimbursement obligation shall cover and include (A) any such costs and expenses incurred by Armstrong in connection with his service on the National Petroleum Council or any industry or trade groups to which the Company or one of its affiliates belongs and (B) any costs or expenses incurred by Armstrong for private aviation services associated with travel on Company related business (which shall include Armstrong’s service on the National Petroleum Council and any industry or trade groups to which the Company or one of its affiliates belongs).

The Company will provide Armstrong with a private office, parking space, electronic equipment, administrative support (Vickie Johnson) and such other facilities and services as reasonably necessary for Armstrong to adequately and efficiently perform services hereunder and that are comparable to similar services, support and facilities provided to Armstrong under the Prior Agreement. Within 30 days following the expiration of the Term, Armstrong shall return all keys, access badges and Company credit cards to the Company; provided, however, that Armstrong shall be entitled to retain any computers, iPhones, iPads, printers, monitors and similar Company issued equipment used by him in connection with this employment (with Company data and software to be removed by the Company).

Indemnity. Notwithstanding anything herein to the contrary, Armstrong shall remain a full beneficiary with respect to any obligation of any member of the Company Group (as such obligation exists as of the Effective Date with respect to active officers and employees of such member) to indemnify, keep well and hold harmless or similarly protect Armstrong against third-party claims.

Access to Certain Information; Confidentiality Obligations.

During the Term and for a period of two years following the Term, except to the extent not permitted by applicable law or the terms of any agreements entered into by any member of the Company Group with third party service or information providers, the Company agrees that Armstrong shall have the right to (i) receive copies of any materials and analyses prepared by the Company’s market fundamentals group (together with Company personnel performing similar functions, the “Fundamentals Group”) and (ii) request special research or analyses from the Fundamentals Group; it being understood and agreed that (A) the Fundamentals Group shall give priority to research and analysis requested or required by any member of the Company Group, (B) special research and analyses requests by Armstrong may not be unduly burdensome, and (C) any information or materials provided by the Fundamentals Group to Armstrong shall be and remain the property of the Company Group and shall be subject to the confidentiality obligations referenced in Section 5(b) immediately below.

Armstrong acknowledges and agrees that (i) the confidentiality and non-disclosure obligations set forth in Section 6 of the Prior Agreement are incorporated herein by reference and shall remain in full force and effect during the Term and for a period of five years following the Termination Date and (ii) any information or materials provided by the Fundamentals Group to Armstrong pursuant to Section 5(a) above shall constitute “confidential information” obtained by Armstrong that is subject to such confidentiality and non-disclosure obligation (including the exceptions therefrom set forth in the proviso clause of Section 6 of the Prior Agreement) until the fifth anniversary of the Termination Date.

Cooperation with Litigation. Armstrong agrees to render reasonable assistance to the Company in connection with any litigation or investigation relating to the business of

COBRA Payments. The Company will, after the Termination Date, reimburse Armstrong for all costs of maintaining health insurance benefits for Armstrong and his family under, and for the maximum time period allowed by, COBRA at such time; provided, however, that such reimbursement obligation shall not extend beyond the first to occur of (i) the date on which Armstrong first becomes eligible to receive benefits under Medicare, or (ii) the date that is 18 months following the Termination Date.

Amendment; Governing Law; Jurisdiction. This Agreement supersedes any and all oral agreements and can only be modified by the Parties in a writing signed by both Parties expressly stating a specific intent to modify this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas. The Parties hereby submit to the exclusive jurisdiction of the state courts of Texas, located in Harris County.

Section 409A Compliance. This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A of the Internal Revenue Code and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (“Section 409A”). If the Parties determine that any payments or benefits to be made or provided hereunder do not comply with Section 409A, the Parties agree to interpret or amend this Agreement or take such other actions as reasonably necessary or appropriate to either (i) remove such payments or benefits from the ambit of Section 409A or (ii) render such payments or benefits compliant thereunder, in any case while preserving to the extent possible the economic agreement of the Parties. Notwithstanding any provision in this Agreement to the contrary, if any payment or benefit provided for herein would be subject to additional taxes and interest under Section 409A if the Employee’s receipt of such payment or benefit is not delayed until the Section 409A Payment Date, then such payment or benefit shall not be provided to the Employee (or the Employee’s estate, if applicable) until the Section 409A Payment Date. The term “Section 409A Payment Date” means the earlier of (a) the date of the Employee’s death or (b) the date that is six months after the date of the Employee’s separation from service with the Company (as determined in accordance with Section 409A).

Notices. For purposes of this Agreement, notices and all other communications shall be in writing and shall have been duly given when personally delivered or when mailed by United States certified or registered mail, or transmitted electronically, addressed as follows:

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.