Exhibit 10.54


 





 


December 8, 2008


 


Name of Director LTIP grantee


Address


City, State Zip


 


Re:          Amendment to
Long-Term Incentive Plans and Awards


 


Dear [name]:


 


As you will recall, at the November Board meeting, the Board
authorized the Compensation Committee to take action with respect to amendment
of compensation arrangements to comply with Section 409A of the Internal
Revenue Code.  The Committee met on December 4,
2008, and determined to amend the Long-Term Incentive Plans and certain Awards
thereunder.  The Awards to be amended
include those granted to you as a Director. 
The relevant provisions deal with vesting of your Awards in the event of
the termination of your term because of your death, disability or retirement
(which, if applicable, is defined in the grant letter for your Awards).


 


This letter constitutes an amendment to any existing grant agreement
evidencing Awards to you under the Long-Term Incentive Plans.  This amendment is intended to avoid
unintended and adverse tax consequences to you (including acceleration of the
taxability of income into a year prior to actual receipt, plus a 20% penalty)
that might otherwise result.


 


In that regard, your existing grant agreement evidencing Awards under
the Long-Term Incentive Plans is hereby amended, effective as of December 4,
2008, as follows:


 


1.             Each reference to “next vesting date” is replaced with “next
following Distribution Date.”


 


2.             The definition of “Distribution
Date” is hereby amended to read in full as follows:


 


“The phrase “Distribution Date” shall mean
the day in February, May, August or November that is 45 days after
the end of a calendar quarter (or, if not a business day, the closest previous
business day).”


 


Further, each Long-Term Incentive Plan is amended by adding the
following language thereto:


 


333 Clay Street, Suite 1600  ·  Houston, Texas 77002  ·  713/646-4100 or 800-564-3036


 

















 


“It is the intent that each Award under this Plan shall either (i) qualify
as a “short term deferral” as such phrase is used in Section 409A of the
Code or (ii) comply with the requirements of Section 409A.  In that regard, notwithstanding anything in
any Award to the contrary, (i) in no event shall payment of or under an
Award be made later than 21⁄2 months following the year in which such payment
ceases to be subject to a substantial risk of forfeiture for purposes of Section 409A;
(ii) for any Award in which all or a portion becomes “nonforfeitable” upon
the occurrence of an event, the relevant provisions of such Award shall be
deemed to include a proviso that (i) to the extent all requirements for
vesting but for the passage of time have been met as of the occurrence of such
event, payment shall be made as of the next following Distribution Date and (ii) to
the extent additional vesting would require the achievement of additional
performance thresholds (e.g. distribution or earnings levels), vesting shall
occur and payment made (if based on a distribution) on the Distribution Date on
which the threshold is achieved or (if based on earnings or other performance
metric) the next Distribution Date following the date on which the threshold is
achieved.  For this purpose, as used
herein and in any Award, the phrase “Distribution Date” shall mean the day in
February, May, August or November in any year (as such month and year
are specified in the Award or as context dictates; e.g., the “next following
Distribution Date” after the occurrence of an event) that is 45 days after the
end of a calendar quarter (or, if not a business day, the closest previous
business day).”


 


If you have any questions regarding these changes, please contact me at
extension 4484.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  PLAINS ALL AMERICAN GP LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tim Moore

  
	
   

  	
  Name:

  	
  Tim Moore

  
	
   

  	
  Title:

  	
  Vice President, General Counsel and Secretary

  
				



 


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