SECOND AMENDMENT TO PLAINS ALL AMERICAN GP LLC 1998 LONG-TERM INCENTIVE PLAN

Exhibit 10.52

SECOND AMENDMENT TO

PLAINS ALL AMERICAN GP LLC

1998 LONG-TERM INCENTIVE PLAN

December 4, 2008

By resolution of the Compensation Committee of the Board of Directors of Plains All American GP LLC, the Plains All American GP LLC 1998 Long-Term Incentive Plan (the “Plan”) is hereby amended as follows:

1.             Section 8 of the Plan is hereby amended by adding the following subsection (j) at the end thereof:

(j)            Section 409A .  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 2½ months following the year in which such