**Exhibit 10.2**

***Summary of Amendment to AnnualIncentive Compensation Plan and Severance Plan***

*Annual IncentiveCompensation Plan*

On June 11, 2006, the Board of Directors (the “Board”)of Pacific Energy Management LLC, a Delaware limited liability company (“PPXGeneral Partner Holdco”), which manages Pacific Energy Partners, L.P., aDelaware limited liability partnership (the “Partnership”), in its capacity asthe general partner of the Partnership’s general partner, modified (subject tothe condition described below) the Partnership’s Annual Incentive CompensationPlan (the “Incentive Plan”) for 2006 and (if applicable) 2007. Previously, theBoard had approved 2006 performance standards and criteria under the IncentivePlan that followed the same general structure as the 2005 Annual Incentive PlanSummary, originally filed with the Securities and Exchange Commission as Exhibit 10.1to the Partnership’s Form 8-K filed June 24, 2005.

The modifications for 2006 and (if applicable) 2007were made in connection with the Partnership entering into an Agreement andPlan of Merger (“Merger Agreement”) dated as of June 12, 2006 with PlainsAll American Pipeline, L.P. (“PAA”), Plains AAP, L.P., a Delaware limitedpartnership (“PAA General Partner”), Plains All American GP, LLC (“PAA GP LLC”),PPX General Partner Holdco, and Pacific Energy GP, LP, which materialdefinitive agreement has been previously announced by the Partnership. Themodifications are conditional upon the closing of the merger.

Under the modifications,all employees of the Partnership, PPX General Partner Holdco, and theirsubsidiaries, will receive one of the following prior to the merger becomingeffective: (i) if the merger becomes effective in 2006, a cash bonus equalto the target amount the employee would have received under the Incentive Planfor 2006 prorated for the number of days elapsed in 2006 as of the paymentdate, or (ii) if the merger becomes effective in 2007, a cash bonus equalto the target amount the employee would have received under the Incentive Planfor 2006 plus an amount equal to the target amount the employee would havereceived under the Incentive Plan for 2007 prorated for the number of dayselapsed in 2007 as of the payment date. In addition, the Board clarified thatif the merger is effective in 2007, then bonuses will be payable with respectto the 2006 calendar year to any employee participating in the Incentive Planas of December 31, 2006, whether or not such employee remains employed onthe date of payment.

*Severance Plan*

In May 2006, the Board of PPX General PartnerHoldco authorized management to implement the Pacific Energy Management LLCSeverance Plan (“Severance Plan”) in connection with the Partnership enteringinto the Merger Agreement. In addition, PAA agreed in the Merger Agreement toassume the plan upon closing of the merger. The Severance Plan is conditionalupon and will not become effective until the closing of the merger.

The Severance Plan sets forth the severance benefitsto be paid to eligible officers of PPX General Partner Holdco or other PPXentities whose employment is terminated other than for cause (as defined in theplan) by PAA within the 12-month period immediately following the closing ofthe merger. To be eligible, officers must be full-time employees with atleast 90 days of continuous service who do not have an individual employmentagreement that includes severance benefits. Severance benefits for officers arepaid as a multiple of 6 months of base salary and target incentive compensationfor under 1 year (but over 90 days) of service, and 12 months of base salaryand target incentive compensation for 1 year or more of service. The ViceChairman is to receive a multiple of 24 months of salary and target incentivecompensation. Officers also receive a continuation of health benefits for 6,12, or 24 months. The Severance Plan also sets forth the severance benefits tobe paid to non-officer employees of PPX General Partner Holdco and other PPXentities whose employment is terminated other than for cause (as defined in theplan) who have at least 90 days of continuous service, who are not subject to acollective bargaining agreement and who are not covered by another severanceagreement of a PPX entity.

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