SEPARATION AND RELEASE AGREEMENT

Exhibit 10.3

SEPARATION AND RELEASE AGREEMENT

     THIS SEPARATION and RELEASE AGREEMENT (“Agreement”) is made this 21st day of August, 2007 by and between Plains All American GP LLC and all of its parent, subsidiary and affiliate entities (the “Company” or the “Employer”) and George R. Coiner (“Coiner” or the “Employee”), an individual currently residing at 2520 Robinhood, #1009, Houston, TX 77009. The Employer and Employee are at times referred to collectively as “the Parties.”

WITNESSETH

     WHEREAS, Coiner is an employee of the Company; and

     WHEREAS, the Company and Coiner have mutually agreed to sever the employment relationship between Employer and Employee on the terms and conditions herein described; and

     WHEREAS, the Company and Coiner desire to provide for a consulting arrangement between Coiner and the Company as set forth herein.

     NOW, THEREFORE, in consideration of the covenants and conditions herein contained, the parties agree as follows:

1.

Retirement and Severance of Employment . Coiner will retire and, accordingly, Coiner’s employment with the Company will terminate, effective August 31, 2007 or the date of this Agreement, whichever is later (the “Severance Date”). Coiner will resign from all positions, offices and directorships, if any, that he holds with any of the Company Affiliates (as defined in Section 5(e) below) effective as of the Severance Date.

2.

Payments . Subject to the conditions set forth in Section 5 below and Coiner’s continued compliance with the terms hereof, the Company agrees to pay the following:

	(a)		$8,693,836 within seven days of the earlier of (i) the Severance Date and (ii) the date of this Agreement. Coiner acknowledges and agrees that (i) such amount is a gross amount, which will be subject to and reduced by any applicable payroll taxes and (ii) no payment hereunder will involve any contribution to the Company’s 401(K) Plan.
	(b)		COBRA coverage. The Company agrees to pay COBRA insurance premiums (medical and/or dental) for up to 18 months. In the event that Coiner’s entitlement to COBRA coverage should cease before that time, the Company will have no obligation to continue payment of Coiner’s COBRA premiums.

3.

Consulting Arrangement. Coiner will provide consulting services through March 31, 2009 on an as-need basis upon request of, and with adequate notice from, the CEO or President of the Company; provided that Coiner shall not be required to provide such consulting services in excess of forty (40) hours per month. The consulting services requested will be commensurate with matters undertaken by a Senior Vice President. The Company will pay Coiner $500,000 on or around the first day of each quarter commencing October 1, 2007, with the last payment on January 1, 2009.

4.

Confidential Information and Non-Solicitation Agreement . The provisions of the Confidential Information and Non-Solicitation Agreement dated November 23, 1998 by and between the Company as successor to Plains All American Inc., and Coiner (the “Confidentiality Agreement”) shall remain in force and effect through March 31, 2010 (the parties hereto intending to, and do hereby, amend the term of the Confidentiality Agreement), and any payments made hereunder shall be subject to Coiner’s continuing compliance with the provisions of the Confidentiality Agreement. In that regard, Coiner represents that he is and at all times has been in compliance therewith, and after due inquiry the Company is not aware of any breach. Coiner acknowledges that this Agreement constitutes a request from the Company under Section 1(c) of the Confidentiality Agreement to deliver to the Company on the Severance Date all of the documents, records, notebooks, notes, memoranda and similar repositories described therein, including all electronic or digital media, computers, computer files, handhelds, PDAs and cellular devices (the “Confidential Documents”), and represents and warrants that no copies of the Confidential Documents exist other than those to be delivered hereunder.

5.

Coiner Release . Subject to Section 7 hereof and in exchange for the consideration described in Sections 2 and 3 hereof:

(a)

Except for claims relating to a breach of this Agreement by the Company, Coiner hereby irrevocably, unconditionally, fully and forever releases the Company and the Released Company Parties (as defined below) from all claims, demands, causes of action or similar rights or liabilities of any nature, whether known or unknown, in equity or at law, which Coiner ever had, now has, or may hereafter claim to have, against any or all of them including, but not limited to, those based on, arising out of, or in any way related to:

i.

any claims for payment, including, but not limited to, claims for salary, bonus and incentive payments, retention payments, benefits payments, accrued vacation benefits, or reimbursement of expense payments, or claims under any equity or incentive grants or awards, including without limitation any transaction grants, phantom units, restricted units or unit options, under any plan or program of the Company or Released Company Parties (but not including the outstanding, vested and

unexercised option to purchase 21,250 Common Units under the Performance Option Plan); and

ii.

Coiner’s employment with the Company and termination of same, including breach of contract (with the exception of claims rela