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                                                                    EXHIBIT 10.9


                                 EOTT ENERGY LLC

                              EQUITY INCENTIVE PLAN

                             I. PURPOSE OF THE PLAN

         1.1 The purpose of the EOTT Energy LLC Equity Incentive Plan (the
"Plan") is to promote the interests of the Company and its unit holders by
strengthening the Company's ability to attract, motivate and retain employees
and directors of the Company upon whose judgment, initiative and efforts the
financial success and growth of the business of the Company largely depend, and
to provide an additional incentive for employees through equity ownership that
promote and recognize the financial success and growth of the Company. With
respect to the Participants who are subject to the reporting requirements of
Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), this
Plan is intended to comply with the applicable conditions and requirements of
Rule 16b-3 promulgated under the Exchange Act. To the extent any provision of
the Plan or action by the Committee fails to so comply, it shall be deemed null
void ab initio, to the extent permitted by law and deemed advisable by the
Committee.

                                 II. DEFINITIONS

         2.1 Wherever the following capitalized terms are used in this Plan they
shall have the meanings specified below:

         (a)      "AWARD" means an award of Restricted Units granted under the
                  Plan

         (b)      "AWARD AGREEMENT" means an agreement entered into between the
                  Company and a Participant setting forth the terms and
                  conditions of an Award granted to a Participant.

         (c)      "BOARD" means the Board of Directors of the Company.

         (d)      "CAUSE" means:

                           (1)      the Participant's gross negligence or
                                    willful misconduct in the performance of the
                                    duties and services required of the
                                    Participant;

                           (2)      the Participant's final conviction of a
                                    felony or of a misdemeanor involving moral
                                    turpitude;

                           (3)      the Participant's involvement in a conflict
                                    of interest with respect to which the
                                    Company makes a good faith determination to
                                    terminate the employment of the Participant;

                           (4)      the Participant's material breach of any
                                    material provision of any employment
                                    agreement in effect between him and the
                                    Company which remains uncorrected for thirty
                                    (30) days following written notice to the
                                    Participant by the Company of such breach.

         (e)      "CHANGE IN CONTROL" shall have the meaning specified in
                  Section 7 hereof.

         (f)      "CHANGE IN CONTROL DATE" shall mean the day on which a Change
                  in Control becomes effective.

         (g)      "CODE" means the Internal Revenue Code of 1986, as amended.

         (h)      "COMMITTEE" means the Compensation Committee of the Board, or
                  such other committee or subcommittee of the Board appointed by
                  the Board to administer the Plan from time to time.

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         (i)      "COMPANY" means EOTT Energy LLC, a Delaware limited liability
                  company.

         (j)      "DATE OF GRANT" means the date on which an Award under the
                  Plan is made by the Committee, or such later date as the
                  Committee may specify that the Award becomes effective.

         (k)      "DISABILITY" shall mean a Participant is qualified for long
                  term disability benefit under the Company's disability plan or
                  insurance policy, of if no such plan or policy is then in
                  existence or if the Participant is not eligible to participate
                  in such plan or policy, that the Participant, because of ill
                  health, physical or mental disability or any other reason
                  beyond his or her control, is unable to perform his or her
                  duties of employment for a period of six (6) continuous
                  months, as determined in good faith by the Committee.

         (l)      "DISTRIBUTION" means periodic distributions of available cash
                  made to unit holders of the Company.

         (m)      "EFFECTIVE DATE" means the Effective date of this Plan, as
                  Defined in Section 10.1 hereof.

         (n)      "ELIGIBLE PERSON" means any person who is an Employee or
                  Independent Director.

         (o)      "EMPLOYEE" means any person who is an employee of the Company
                  or any Subsidiary

         (p)      "FAIR MARKET VALUE" of a Unit on a Redemption Date means (a)
                  if the Units are listed on any securities exchange, the
                  closing sales price per unit on the consolidated transaction
                  reporting system for the principal securities exchange for the
                  Units on that date, or, if there shall have been no such sale
                  so reported on that date, on the last preceding date on which
                  such a sale was so reported, (b) if the Units are not listed
                  but are quoted on the NASDAQ National Market System or NASDAQ
                  Small Cap System, the closing sales price per unit on such
                  system on that date, or if there shall have been no such sale
                  so reported on that date, on the last preceding date on which
                  such a sale was so reported, (c) if the Units are not so
                  listed or quoted, the mean between the closing bid and asked
                  price on that date, of if there are no quotations available
                  for such date, on the last preceding date on which such
                  quotations shall be available, as reported by NASDAQ, or, if
                  not reported by NASDAQ, the National Quotation Bureau, of if
                  none of the above is applicable, such amount as may be
                  determined by the Committee in good faith to the fair market
                  value per unit in whatever manner it considers appropriate.

         (q)      "INDEPENDENT DIRECTOR" means a member of the Board who is not
                  an employee of the Company or any Subsidiary.

         (r)      "INVOLUNTARY TERMINATION" means the end of the Participant's
                  employment relationship by the Company or any Subsidiary or
                  the termination of the employment relationship by the
                  Participant within 90 days of and in connection with or based
                  upon any of the following events:

                           (1)      a substantial and/or material reduction in
                                    the nature or scope of the Participant's
                                    duties and/or responsibilities, which
                                    results in the Participant not having an
                                    officer position and results in an overall
                                    material and substantial reduction from the
                                    duties and stature of the officer position
                                    as such duties are constituted as of the
                                    effective date of the employment agreement
                                    in effect between the Participant and the
                                    Company or as otherwise agreed to by the
                                    Company and the Participant, which reduction
                                    remains in place and uncorrected for thirty
                                    (30) days following written notice of such
                                    breach to the Company by the Participant;

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                           (2)      a reduction in the Participant's base pay or
                                    an exclusion of the Participant from a
                                    benefit plan or program (except as part of a
                                    general reduction in compensation or
                                    benefits applicable to all employees or
                                    officers of the Company);

                           (3)      a change in the location for the primary
                                    performance of the Participant's services
                                    from the city in which the Participant was
                                    serving at the time he was notified of such
                                    change to a city which is more than 100
                                    miles from such location, which change is
                                    not approved by the Participant.

                           (4)      the Participant's duties and/or
                                    responsibilities become substantially
                                    redundant as the result of the creation of
                                    another position or the hiring of another
                                    employee performing substantially the same
                                    duties as the Participant;

                           (5)      the Participant is terminated for Cause as
                                    determined by the Independent Directors

                           (6)      termination by the Participant within one
                                    (1) year of a Change of Control Date based
                                    on any of (1) through (4) above.

         (s)      "LLC AGREEMENT" shall mean that certain Amended and Restated
                  Limited Liability Company Agreement effective March 1, 2003 of
                  the Company.

         (t)      "PARTICIPANT" means any Eligible Person who holds an
                  outstanding Award under the Plan.

         (u)      "PLAN" shall have the meaning set forth in Section 1.1 hereof.

         (v)      "REDEMPTION DATE" means the date upon which restrictions on
                  Units awarded under the Plan are removed.

         (w)      "RESTRICTED PERIOD" means the period of time measured from the
                  Date of Grant through such time as restrictions on Units
                  awarded under the Plan are terminated.

         (x)      "RESTRICTED UNIT" means an Award under the Plan entitling a
                  Participant to Units that are nontransferable and subject to
                  forfeiture until specific conditions established by the
                  Committee are satisfied.

         (y)      "SUBSIDIARY" means an entity that is wholly owned, directly or
                  indirectly, by the Company, or any other affiliate of the
                  Company that is so designated, from time to time, by the
                  Committee.

         (z)      "VOLUNTARY TERMINATION" means the ending of the employment
                  relationship between the Participant and the Company by the
                  Participant without invoking any of the provisions of Section
                  2. (r) of this Plan.

         (aa)     "UNIT" means Limited Liability Company Units of EOTT Energy
                  LLC.

                       III. LLC UNITS SUBJECT TO THE PLAN

         3.1 NUMBER OF UNITS. Subject to the following provisions of this
Section 3, the aggregate number of Units that may be issued pursuant to all
Awards under the Plan is 1,200,000 Units. Units to be delivered under the Plan
will be made available from authorized but unissued Units. If any Unit that is
the subject of an Award is not issued and ceases to be issuable for any reason,
or is forfeited, canceled or returned to the Company for failure to satisfy
vesting requirements or upon the occurrence of other forfeiture events, such
Unit will no longer be charged against the foregoing maximum Unit limitations
and may again be made subject to Awards under the Plan pursuant to such
limitations.

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         3.2 ADJUSTMENTS. If there shall occur any recapitalization,
reclassification, split or other distribution with respect to the Units of the
Company, or any similar corporate transaction or event in respect of the Units,
then the Committee shall, in the manner and to the extent that it deems
appropriate and equitable to the Participants and consistent with the terms of
this Plan, cause a proportionate adjustment to be made in (i) the maximum number
of Units provided in Section 3.1 hereof, (ii) the number of Units subject to any
then-outstanding Awards or (iii) any other terms of an Award that are affected
by the event.

                         IV. ADMINISTRATION OF THE PLAN

         4.1 COMMITTEE MEMBERS. Except as provided in Section 4.4 hereof, the
Plan will be administered by the Committee, which will consist solely of two or
more persons who satisfy the requirements for a "nonemployee director" under
Rule 16b-3 promulgated under the Exchange Act and/or the requirements for an
"outside director" under Section 162(m) of the Internal Revenue Code. The
Committee may exercise such powers and authority as may be necessary or
appropriate for the Committee to carry out its functions as described in the
Plan. No member of the Committee will be liable for any action or determination
made in good faith by the Committee with respect to the Plan or any Award under
it. Any member of the Committee may be removed at any time, with or without
cause, by resolution of the Board. Any vacancy occurring in the membership of
the Committee may be filled by appointment by the Board. At any time there is no
Committee to administer the Plan, any references in this Plan to the Committee
shall be deemed to refer to the Board who is administering the Plan. A majority
of the Committee shall constitute a quorum, and the act of a majority of the
members of the Committee present at a meeting at which a quorum is present shall
be the act of the Committee.

         4.2 DISCRETIONARY AUTHORITY. Subject to the express limitations of the
Plan, the Committee has authority in its discretion to determine the Eligible
Persons to whom, and the time or times at which, Awards may be granted, the
number of Units or other rights subject to each Award, the time or times at
which an Award will become vested or payable and other conditions of an Award.
The Committee also has discretionary authority to interpret the Plan, to make
all factual determinations under the Plan, to determine the terms and provisions
of the respective Award Agreements and to make all other determinations
necessary or advisable for Plan administration. The Committee has authority to
prescribe, amend, and rescind rules and regulations relating to the Plan. All
interpretations, determinations, and actions by the Committee will be final,
conclusive, and binding on all parties. With respect to restrictions in the Plan
that are based on the requirements of Rule 16b-3 promulgated under the Exchange
Act, Section 422 of the Code, Section 162(m) of the Code, the rules of any
exchange or inter-dealer quotation system upon which the Company's securities
are listed or quoted or any other applicable law, rule or restriction
(collectively "applicable law"), to the extent such restrictions are no longer
required by applicable law, the Committee shall have the sole discretion and
authority to grant Awards that are not subject to such mandated restrictions
and/or to waive any such mandated restrictions with respect to outstanding
Awards.

         4.3 CHANGES TO AWARDS. The Committee shall have the authority to
effect, at any time and from time to time, with the consent of the affected
Participants, (i) the cancellation of any or all outstanding Awards and the
grant in substitution therefore of

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new Awards covering the same or different numbers of Units or (ii) the amendment
of the terms of any and all outstanding Awards. The Committee may in its
discretion accelerate the vesting of an Award at any time or on the basis of any
specified event.

         4.4 DELEGATION OF AUTHORITY. The Committee shall have the right, from
time to time, to delegate to one of more officers of the Company the authority
of the Committee to grant and determine the terms and conditions of Awards under
the Plan, subject to such limitations as the Committee shall determine;
provided, however, that no such authority may be delegated with respect to
Awards made to any member of the Board or any Section 162(m) Participant.

         4.5 INDEMNITY. Each person who is or was a member of the Committee, or
of the Board, shall be indemnified by the Company against and from any damage,
loss, liability, cost and expense that may be imposed upon or reasonably
incurred by him in connection with or resulting from any claim, action, suit, or
proceeding to which he may be a party or in which he may be involved by reason
of any action taken or failure to act under the Plan, except for any such act or
omission constituting willful misconduct or gross negligence. Such person shall
be indemnified by the Company for all amounts paid by him in settlement thereof,
with the Company's approval, or paid by him in satisfaction of any judgment in
any such action, suit, or proceeding against him, provided he shall give the
Company an opportunity, at its own expense, to handle and defend the same before
he undertakes to handle and defend it on his own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Company's limited liability company
agreement, contractual arrangements, as a matter of law, or otherwise, or any
power that the Company may have to indemnify him or hold him harmless.

                            V. ELIGIBILITY AND AWARDS

         5.1 ELIGIBILITY. All Eligible Persons may be designated by the
Committee to receive an Award under the Plan. The Committee has the authority,
in its sole discretion, to determine and designate from time to time those
Eligible Persons who are to be granted Awards and the number of Units subject to
the Awards that are granted under the Plan. Each Award will be evidenced by an
award Agreement as described in Section 8 hereof between the Company and the
Participant and shall include the terms and conditions consistent with the Plan
as the Committee may determine.

                              VI. RESTRICTED UNITS

         6.1 GRANTS OF RESTRICTED UNITS. An Award of Restricted Units to a
Participant represents Units that are issued subject to such restrictions on
transfer and other incidents of ownership and such forfeiture conditions as the
Committee may determine. The Committee may, in connection with an Award of
Restricted Units, require the payment of a specified purchase price.

         6.2 VESTING REQUIREMENTS. The restrictions imposed on an Award of
Restricted Units shall lapse in accordance with the vesting requirements
specified by the Committee in the Award Agreement. Such vesting requirements may
be based on the continued employment of the Participant with the Company or its
Subsidiaries

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for a specified period or periods. Such vesting requirements may
also be based on the attainment of specified business goals or measures
established by the Committee in its sole discretion.

         6.3 RESTRICTIONS. Restricted Units may not be transferred, assigned or
subject to any encumbrance, pledge or charge until all applicable restrictions
are removed or expire or unless otherwise allowed by the Committee. The
Committee may require the Participant to enter into an escrow agreement
providing that the certificates representing Restricted Units granted or sold
pursuant to the Plan will remain in the physical custody of an escrow holder
until all restrictions are removed or expire. Failure to satisfy any applicable
restrictions shall result in the Units subject to restriction being forfeited
and returned to the Company, with any purchase price paid by the Participant to
be refunded, unless otherwise provided by the Committee. The Committee may also
require that certificates representing Restricted Units granted under the Plan
bear a legend making appropriate reference to the restrictions imposed.

         6.4 RIGHTS AS A UNIT HOLDER. Subject to the foregoing provisions of
this Section 6 and the applicable Award Agreement, the Participant shall have
all rights and obligations of a unit holder with respect to Restricted Units
granted to him, including the right to receive distributions paid to or made
with respect thereto, unless the Committee determines otherwise at the time the
Restricted Units are granted, as set forth in the Award Agreement; provided,
that the Participant shall have no right to vote the Restricted Units until the
vesting requirements on such units have lapsed, unless the Committee determines
otherwise at the time the Restricted Units are granted, as set forth in the
Award Agreement. Certificates representing such Units free of restriction under
the Plan shall be delivered to the Participant promptly, and only after the
Restricted Period shall expire without forfeiture in respect of such Units.
Certificates for Units forfeited under the provisions of the Plan and the
applicable Award Agreement shall promptly be returned to the Company by the
forfeiting Participant. Each Award Agreement shall require that (x) each
Participant by his or her acceptance of Restricted Units shall irrevocably grant
to the Company a power of attorney to transfer any Units so forfeited to the
Company and agrees to execute any documents required by the Company in
connection with such forfeiture and transfer, and (y) such provisions regarding
returns and transfer of certificates with respect to forfeited Units shall be
specifically performable by the Company in a court of equity or law.

                             VII. CHANGE IN CONTROL

         7.1 EFFECT OF CHANGE IN CONTROL. The Committee may, in an Award
Agreement, provide for the effect of a Change in Control on an Award. Such
provisions may include any one or more of the following: (i) the acceleration or
extension of time periods for purposes of vesting in any Award; (ii) the waiver
or modification or conditions related to the payment or other rights under the
Award; (iii) provision for the cash settlement of an Award for an equivalent
cash value, as determined by the Committee, or (iv) such other modification or
adjustment to an Award as the Committee deems appropriate to maintain and
protect the rights and interests of Participants upon or following a Change in
Control.

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         7.2 DEFINITION OF CHANGE IN CONTROL. For purposes hereof, a "Change in
Control" shall be deemed to have occurred when:

         (a)      the Company merges, consolidates, or enters into a share or
                  unit exchange with any other entity (other than one of the
                  Company's majority owned subsidiaries) and is not the
                  surviving entity (or survives only as the subsidiary of
                  another entity),

         (b)      the Company sells all or substantially all of its assets to
                  any other person or entity in one transaction or a series of
                  transactions (other than (i) a sale of equity interests in the
                  Company or (ii) a sale of assets to another majority owned
                  subsidiary of the Company and in connection therewith the
                  Participant becomes employed by such subsidiary, the Company
                  or a partnership in which the Company is the general partner),

         (c)      the Company is dissolved or the unit holders of the Company
                  approve any plan or proposal for the liquidation or
                  dissolution of the Company,

         (d)      any third person or entity together with its affiliates shall
                  become, directly or indirectly, the beneficial owner of
                  greater than 50% of the voting securities of the Company
                  (except as the result of a distribution of the voting stock of
                  the Company to its unit holders), or if

         (e)      during such time as the Company has a class of voting
                  securities registered under the Securities and Exchange Act of
                  1934, the individuals who constituted the members of the
                  Company's Board of Directors ("Incumbent Board") upon the
                  effective date of such registration cease for any reason to
                  constitute at least a majority thereof, provided that any
                  person becoming a director whose election or nomination for
                  election by Company stockholders was approved by a vote of at
                  least two thirds (2/3) of the directors comprising the
                  Incumbent Board (either by a specific vote or by approval of
                  the proxy statement of the Company in which such person is
                  named as a nominee for director, without objection to such
                  nomination) shall be, for purposes of this clause (e)
                  considered as though such person were a member of the
                  Incumbent Board.

                             VIII. AWARD AGREEMENTS

         8.1 FORM OF AGREEMENT. Each Award under this Plan shall be evidenced by
an Award Agreement in a form approved by the Committee setting forth the number
of Units subject to the Award and the time or times at which an Award will
become vested. The Award Agreement shall also set forth other material terms and
conditions applicable to the Award as determined by the Committee consistent
with the limitations of this Plan.

         8.2 TERMINATION OF SERVICE. The Award Agreements may include provisions
describing the treatment of an Award in the event of the retirement, disability,
death or other termination of a Participant's employment with or other services
to the Company and all Subsidiaries, such as provisions relating to the vesting,
forfeiture or cancellation of the Award in these circumstances or at Committee
discretion.

         8.3 FORFEITURE EVENTS. The Committee may specify in an Award Agreement
that the Participant's rights, payments and benefits with respect to an Award
shall be subject to reduction, cancellation, forfeiture or recoupment upon the
occurrence of certain specified events, in addition to any otherwise applicable
vesting conditions of an Award. Such events may include, but shall not be
limited to, termination of employment for cause, violation of material Company
or Subsidiary policies, breach of

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noncompetition, confidentiality or other restrictive covenants that may apply to
the Participant, or other conduct by the Participant that is detrimental to the
business or reputation of the Company or any Subsidiary.

         8.4 CONTRACT RIGHTS; AMENDMENT. Any obligation of the Company to any
Participant with respect to an Award shall be based solely upon contractual
obligations created by an Award Agreement. No Award shall be enforceable until
the Award Agreement has been signed on behalf of the Company by its authorized
representative and signed by the Participant and returned to the Company. By
executing the Award Agreement, a Participant shall be deemed to have accepted
and consented to the terms of this Plan and any action taken in good faith under
this Plan by and within the discretion of the Committee, the Board or their
delegates. Award Agreements covering outstanding Awards may be amended or
modified by the Committee in any manner than may be permitted for the grant of
Awards under the Plan, subject to the consent of the Participant to the extent
provided in the Award Agreement. In accordance with such procedures as the
Company may prescribe, a Participant may sign or otherwise execute an Award
Agreement and may consent to amendments or modifications of Award Agreements
covering outstanding Awards by electronic means.

                             IX. GENERAL PROVISIONS

         9.1. NO ASSIGNMENT OR TRANSFER; BENEFICIARIES. Awards under the Plan
shall not be assignable or transferable, except by will of by the laws of
descent and distribution. The Committee may provide in the terms of an Award
Agreement that the Participant shall have the right to designate a beneficiary
or beneficiaries who shall be entitled to any rights or payments under an Award
following the Participant's death.

         9.2. DEFERRALS OF PAYMENT. The Committee may permit a Participant to
defer the receipt of payment of cash or delivery of Units that would otherwise
be due to the Participant by virtue of the satisfaction of vesting provisions
with respect to an Award. If any such deferral is to be permitted by the
Committee, the Committee shall establish the rules and procedures relating to
such deferral, including, without limitation, the period of time in advance of
payment when an election to defer may be made, the time period of the deferral
and the events that would result in payment of the deferred amount, the interest
or other earnings attributable to the deferral and the method of funding, if
any, attributable to the deferred amount.

         9.3. EMPLOYMENT OR SERVICE. Nothing in the Plan, in the grant of any
Award or in any Award Agreement shall confer upon any Eligible Person the right
to continue in the capacity in which he is employed by or otherwise serves the
Company or any Subsidiary.

         9.4. SECURITIES LAWS; LEGEND ON SHARES. No Units will be issued or
transferred pursuant to an Award unless and until all then applicable
requirements imposed by federal and state securities and other laws, rules and
regulations and by any regulatory agencies having jurisdiction, and by any stock
exchanges upon which the Units may be listed, have fully been met. As a
condition precedent to the issuance of units pursuant to the grant of an Award,
the Company may require a Participant to take any reasonable action to meet such
requirements. The Committee may impose

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such conditions on any Units issuable under the Plan as it may deem advisable,
including, without limitation, restrictions under the Securities Act of 1933, as
amended, under the requirements of any stock exchange upon which such units of
the same class are then listed, and under any blue sky or other securities laws
applicable to such units.

         Each Eligible Person who receives an Award shall be issued a
certificate representing the Units. The certificate shall be registered in the
name of the Eligible Person and shall bear an appropriate legend referring to
the terms, conditions and restrictions applicable to the Award. The Committee
may require that the certificates representing the Units be held in custody by
the Company unit the restrictions thereon shall have lapsed.

         Without limiting the foregoing, each certificate representing the Units
issued to the Participant shall bear the following legend, or a legend deemed by
the Company to constitute an appropriate notice of the provisions hereof (any
such certificate not bearing such legend shall be surrendered upon demand by the
Company and so endorsed:

         On the face of the certificate:

         "Transfer of this Unit is restricted in accordance with the conditions
printed on the reverse side of this certificate."

         On the reverse:

         "The Units represented by this certificate are subject to and
transferable on the accordance with that certain EOTT Energy LLC Equity
Incentive Plan, a copy of which is on file at the principal office of the
Company in Houston, Texas. No transfer or pledge of these Units evidenced hereby
may be made except in accordance with the provisions of said Plan. By acceptance
of this certificate, any holder, transferee, or pledgee agrees to be bound by
all of the provisions of said Plan."

         The following legend shall be inserted on a certificate evidencing
Units issued under the Plan if the Units were not issued in a transaction
registered under applicable federal and state securities laws:

         "Units represented by this certificate have been acquired by the holder
for investment purposes only and not with a view for resale, transfer, or
distribution, have been issued pursuant to exemptions from the registration
requirements of applicable state and federal securities laws, and may not be
offered for sale, sold, or transferred other than pursuant to an effective
registration statement under such laws, or in transactions otherwise exempt from
the registration requirements of such laws based upon opinion of counsel
reasonably acceptable to the Company as to the validity and existence of an
exemption from such registration requirements."

         9.5. TAX WITHHOLDING. The Participant shall be responsible for payment
of any taxes or similar charges required by law to be withheld from an Award or
an amount paid in satisfaction of an Award, which shall be paid by the
Participant on or prior to the payment or other event that results in taxable
income in respect of an Award. The

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Award Agreement shall specify the manner in which the withholding obligation
shall be satisfied with respect to the particular type of Award.

         9.6. UNFUNDED PLAN. The adoption of this Plan and any setting aside of
cash amounts or Units by the Company with which to discharge its obligations
hereunder shall not be deemed to create a trust or other funded arrangement. The
benefits provided under this Plan shall be a general, unsecured obligation of
the Company payable solely from the general assets of the Company, and neither a
Participant nor the Participant's estate shall have any interest in any assets
of the Company by virtue of this Plan, except as a general unsecured creditor of
the Company. Notwithstanding the foregoing, the Company shall have the right to
implement or set aside funds in a grantor trust subject to the claims of the
Company's creditors to discharge its obligations under the Plan.

         9.7. OTHER COMPENSATION AND BENEFIT PLANS. The adoption of the Plan
shall not affect any other compensation plans in effect for the Company or any
Subsidiary, nor shall the Plan preclude the Company from establishing any other
forms of incentive or other compensation for employees of the Company or any
Subsidiary. The amount of compensation deemed to be received by a Participant
pursuant to an Award shall not constitute compensation with respect to which any
other employee benefits of such Participant are determined, including, without
limitation, benefits under any bonus, pension, profit sharing, life insurance or
salary continuation plan, except as otherwise specifically provided by the terms
of such plan.

         9.8. PLAN BINDING ON SUCCESSORS. The Plan shall be binding upon the
Company, its successors and assigns, and the Participant, his executor,
administrator and beneficiaries.

         9.9. CONSTRUCTION AND INTERPRETATION. Whenever used herein, nouns in
the singular shall include the plural, and the masculine pronoun shall include
the feminine gender. Headings of Articles and Sections hereof are inserted for
convenience and reference and constitute no part of the Plan.

         9.10. SEVERABILITY. If any provision of the Plan or any Award
Agreements shall be determined to be illegal or unenforceable by any court of
law in any jurisdiction, the remaining provisions hereof and thereof shall be
severable and enforceable in accordance with their terms, and all provisions
shall remain enforceable in any other jurisdiction.

         9.11. GOVERNING LAW. The validity and construction of this Plan and of
the Award Agreements shall be governed by the laws of the State of Texas.

                  X. EFFECTIVE DATE, TERMINATION AND AMENDMENT

         10.1. EFFECTIVE DATE. The Effective Date of the Plan shall be June 1,
2003.

         10.2. TERMINATION. The Plan shall terminate on the date immediately
preceding the tenth anniversary of the Effective Date. The Board may, in its
sole discretion and at any earlier date, terminate the Plan. Notwithstanding the
foregoing, no termination of the Plan shall in any manner affect any Award
theretofore granted without the consent of the Participant.

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         10.3. AMENDMENT. The Board may at any time and from time to time and in
any respect, amend or modify the Plan; provided, however, that no amendment or
modification of the Plan shall be effective without consent of the Company's
unit holders as provided in the LLC Agreement that would increase the number of
Units reserved for issuance under the Plan. In addition, the Board may seek
approval of any amendment or modification by the Company's unit holders to the
extent it deems necessary or advisable in its sole discretion. No amendment or
modification of the Plan shall in any manner affect any Award theretofore
granted without the consent of the Participant.

         IN WITNESS WHEREOF, this Plan is executed on behalf of the Company this
___ day of _________, 2003.

                                      EOTT Energy LLC

                                      /s/ Thomas M. Matthews
                                      ------------------------------------------
                                      Thomas M. Matthews
                                      Chairman and Chief Executive Officer