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                                                                   EXHIBIT 10.11

                         MARTIN MIDSTREAM PARTNERS L.P.
                            LONG-TERM INCENTIVE PLAN

SECTION 1. Purpose of the Plan.

         The Martin Midstream Partners L.P. Long-Term Incentive Plan (the
"Plan") is intended to promote the interests of Martin Midstream Partners L.P.,
a Delaware limited partnership (the "Partnership"), by providing to Employees
and Directors of Martin Midstream GP LLC, a Delaware limited liability company
(the "Company") and its Affiliates who perform services for the Partnership,
incentive compensation awards for superior performance that are based on Units.
The Plan is also contemplated to enhance the ability of the Company and its
Affiliates to attract and retain the services of individuals who are essential
for the growth and profitability of the Partnership and to encourage them to
devote their best efforts to the business of the Partnership, thereby advancing
the interests of the Partnership.

SECTION 2. Definitions.

         As used in the Plan, the following terms shall have the meanings set
forth below:

         "Affiliate" means, with respect to any Person, any other Person that
directly or indirectly through one or more intermediaries controls, is
controlled by or is under common control with, the Person in question. As used
herein, the term "control" means the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a
Person, whether through ownership of voting securities, by contract or
otherwise.

         "Award" means an Option or Phantom Unit granted under the Plan, and
shall include any DER granted with respect to a Phantom Unit.

         "Award Agreement" means the agreement entered into between the
Partnership and the Participant evidencing the terms and conditions of the
Award.

         "Board" means the Board of Directors of the Company.

         "Change in Control" shall be deemed to have occurred upon the
occurrence of one or more of the following events: (i) any sale, lease, exchange
or other transfer (in one or a series of related transactions) of all or
substantially all of the assets of the Partnership, the Company or the Operating
Partnership to any Person or its Affiliates, other than the Partnership, the
Company or any of their Affiliates, (ii) any merger, reorganization,
consolidation or other transaction pursuant to which more than 50% of the
combined voting power of the equity interests in either the Company or Martin
Resource Management Corporation ceases to be owned by Persons who own such
interests, respectively, as of the date immediately prior to the effective date
of the initial public offering of Units, or (iii) the general partner (whether
the Company or any other Person) of the Partnership ceases to be an Affiliate of
Martin Resource Management Corporation.

         "Committee" means the Compensation Committee of the Board or such other
committee of the Board appointed by the Board to administer the Plan.


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         "DER" means a right, granted in tandem with a Phantom Unit, to receive
an amount in cash equal to, and at the same time as, the cash distributions made
by the Partnership with respect to a Unit during the period such Phantom Unit is
outstanding.

         "Director" means a member of the Board or the board of directors or
managers of an Affiliate who is not an Employee.

         "Employee" means any employee of the Company or an Affiliate, as
determined by the Committee.

         "Exchange Act" means the Securities Exchange Act of 1934.

         "Fair Market Value" means the closing sales price of a Unit on the date
of determination (or if there is no trading in the Units on such date, the
closing sales price on the last date the Units were traded) as reported in The
Wall Street Journal (or other reporting service approved by the Committee). In
the event Units are not publicly traded at the time a determination of Fair
Market Value is required to be made hereunder, the determination of Fair Market
Value shall be made in good faith by the Committee.

         "Option" means an option to purchase Units granted under the Plan.

         "Participant" means any Employee or Director granted an Award under the
Plan.

         "Partnership Agreement" means the Amended and Restated Agreement of
Limited Partnership of Martin Midstream Partners L.P.

         "Person" means an individual or a corporation, limited liability
company, partnership, joint venture, trust, unincorporated organization,
association, governmental agency or political subdivision thereof or other
entity.

         "Phantom Unit" means a phantom (notional) unit granted under the Plan
which upon vesting entitles the Participant to receive a Unit or an amount of
cash equal to the Fair Market Value of a Unit, whichever is determined by the
Committee.

         "Plan" means this Martin Midstream Partners L.P. Long-Term Incentive
Plan, as amended from time to time.

         "Restricted Period" means the period established by the Committee with
respect to an Award during which the Award remains subject to forfeiture (i.e.,
it is not vested) and is not exercisable by or payable to the Participant;
provided, however, that the Restricted Period with respect to any Award may not
terminate prior to the end of the Subordination Period (as defined in the
Partnership Agreement) except (i) at the same time and in the same proportion as
subordinated units are converted into Units, or (ii) upon a Change in Control.


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         "Rule 16b-3" means Rule 16b-3 promulgated by the SEC under the Exchange
Act, or any successor rule or regulation thereto as in effect from time to time.

         "SEC" means the Securities and Exchange Commission, or any successor
thereto.

         "Unit" means a Common Unit of the Partnership.

SECTION 3. Administration.

         The Plan shall be administered by the Committee. A majority of the
Committee shall constitute a quorum, and the acts of the members of the
Committee who are present at any meeting thereof at which a quorum is present,
or acts unanimously approved by the members of the Committee in writing, shall
be the acts of the Committee. Subject to the following and any applicable law,
the Committee, in its sole discretion, may delegate any or all of its powers and
duties under the Plan (provided the Chief Executive Officer is a member of the
Board), including the power to grant Awards under the Plan, to the Chief
Executive Officer of the Company (provided that the Chief Executive Officer is a
member of the Board), subject to such limitations on such delegated powers and
duties as the Committee may impose, if any. Upon any such delegation all
references in the Plan to the "Committee", other than in Section 7, shall be
deemed to include the Chief Executive Officer; provided, however, that such
delegation shall not limit the Chief Executive Officer's right to receive Awards
under the Plan. Notwithstanding the foregoing, the Chief Executive Officer may
not grant Awards to, or take any action with respect to any Award previously
granted to, himself, a person who is an officer subject to Rule 16b-3 or a
member of the Board (including the Chief Executive Officer). Subject to the
terms of the Plan and applicable law, and in addition to other express powers
and authorizations conferred on the Committee by the Plan, the Committee shall
have full power and authority to: (i) designate Participants; (ii) determine the
type or types of Awards to be granted to a Participant; (iii) determine the
number of Units to be covered by Awards; (iv) determine the terms and conditions
of any Award; (v) determine whether, to what extent, and under what
circumstances Awards may be settled, exercised, canceled, or forfeited; (vi)
interpret and administer the Plan and any instrument or agreement relating to an
Award made under the Plan; (vii) establish, amend, suspend, or waive such rules
and regulations and appoint such agents as it shall deem appropriate for the
proper administration of the Plan; and (viii) make any other determination and
take any other action that the Committee deems necessary or desirable for the
administration of the Plan. Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations, and other decisions under or with
respect to the Plan or any Award shall be within the sole discretion of the
Committee, may be made at any time and shall be final, conclusive, and binding
upon all Persons, including the Company, the Partnership, any Affiliate, any
Participant, and any beneficiary of any Award.

SECTION 4. Units.

         (a) Units Available. Subject to adjustment as provided in Section 4(c),
the number of Units with respect to which (i) Phantom Units may be granted under
the Plan is 241,667 and (ii) the number of Units with respect to which Options
may be granted under the Plan is 483,333. If any Option or Phantom Unit is
forfeited or otherwise terminates or is canceled without the


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delivery of Units, then the Units covered by such Award, to the extent of such
forfeiture, termination or cancellation, shall again be Units with respect to
which an Option or Phantom Unit, as the case may be, may be granted.

         (b) Sources of Units Deliverable Under Awards. Any Units delivered
pursuant to an Award shall consist, in whole or in part, of Units acquired in
the open market, from any Affiliate, or from the Partnership, or any combination
of the foregoing, as determined by the Committee in its discretion.

         (c) Adjustments. In the event that the Committee determines that any
distribution (whether in the form of cash, Units, other securities, or other
property), recapitalization, split, reverse split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, or exchange of Units
or other securities of the Partnership, issuance of warrants or other rights to
purchase Units or other securities of the Partnership, or other similar
transaction or event affects the Units such that an adjustment is determined by
the Committee to be appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan,
then the Committee shall, in such manner as it may deem equitable, adjust any or
all of (i) the number and type of Units (or other securities or property) with
respect to which Awards may be granted, (ii) the number and type of Units (or
other securities or property) subject to outstanding Awards, and (iii) the grant
or exercise price with respect to any Award or, if deemed appropriate, make
provision for a cash payment to the holder of an outstanding Award; provided,
that the number of Units subject to any Award shall always be a whole number.

SECTION 5. Eligibility.

         Any Employee who performs services for the benefit of the Partnership
as determined by the Committee, or any Director shall be eligible to be
designated a Participant and receive an Award under the Plan.

SECTION 6. Awards.

         (a) Options. The Committee shall have the authority to determine the
Employees and Directors to whom Options shall be granted, the number of Units to
be covered by each Option, the purchase price therefor, the Restricted Period
and the conditions and limitations applicable to the exercise of the Option,
including the following terms and conditions and such additional terms and
conditions, as the Committee shall determine, that are not inconsistent with the
provisions of the Plan.

                  (i) Exercise Price. The purchase price per Unit purchasable
         under an Option shall be determined by the Committee at the time the
         Option is granted and may not be less than its Fair Market Value as of
         the date of grant.

                  (ii) Time and Method of Exercise. The Committee shall
         determine the Restricted Period with respect to an Option, which may
         include, without limitation, accelerated vesting upon the achievement
         of specified performance goals, and the method


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         or methods by which payment of the exercise price with respect thereto
         may be made or deemed to have been made, which may include, without
         limitation: (a) cash, (b) check acceptable to the Company, (c) a
         "cashless-broker" exercise through procedures approved by the Company,
         (d) a full recourse note from the Participant in a form acceptable to
         the Company, provided that such note shall bear a "market" rate of
         interest to preclude variable accounting for financial accounting
         purposes, and shall not be made to any Director or executive Employee
         of the Company, Partnership or any Affiliate, or (e) any combination
         thereof, having a Fair Market Value on the exercise date equal to the
         relevant exercise price.

                  (iii) Forfeiture. Except as otherwise provided in the terms of
         the Option grant, upon termination of a Participant's employment with
         the Company and its Affiliates or membership on the Board, whichever is
         applicable, for any reason during the applicable Restricted Period, all
         Options shall be forfeited by the Participant. The Committee may, in
         its discretion, waive in whole or in part such forfeiture with respect
         to a Participant's Options.

         (b) Phantom Units. The Committee shall have the authority to determine
the Employees and Directors to whom Phantom Units shall be granted, the number
of Phantom Units to be granted to each such Participant, the Restricted Period,
the conditions under which the Phantom Units may become vested or forfeited,
which may include, without limitation, the accelerated vesting upon the
achievement of specified performance goals, and such other terms and conditions
as the Committee may establish with respect to such Awards including whether
DERs are granted with respect to such Phantom Units.

                  (i) DERs. Phantom Units granted under the Plan may include a
         tandem DER grant.

                  (ii) Forfeiture. Except as otherwise provided in the terms of
         the Phantom Units grant, upon termination of a Participant's employment
         with the Company and its Affiliates or membership on the Board,
         whichever is applicable, for any reason during the applicable
         Restricted Period, all Phantom Units shall be forfeited by the
         Participant. The Committee may, in its discretion, waive in whole or in
         part such forfeiture with respect to a Participant's Phantom Units.

                  (iii) Lapse of Restrictions. Upon or as soon as reasonably
         practical following the vesting of each Phantom Unit, the Participant
         shall be entitled to receive from the Company one Unit or cash equal to
         the Fair Market Value of a Unit, as determined by the Committee in its
         discretion.

         (c) General.

                  (i) Awards May Be Granted Separately or Together. Awards may,
         in the discretion of the Committee, be granted either alone or in
         addition to, in tandem with, or in substitution for any other Award
         granted under the Plan or any award granted under any other plan of the
         Company or any Affiliate. Awards granted in addition to or in


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         tandem with other Awards or awards granted under any other plan of the
         Company or any Affiliate may be granted either at the same time as or
         at a different time from the grant of such other Awards or awards.

                  (ii) Limits on Transfer of Awards.

                           (A) Except as provided in (C) below, each Option
                  shall be exercisable only by the Participant during the
                  Participant's lifetime, or by the person to whom the
                  Participant's rights shall pass by will or the laws of descent
                  and distribution.

                           (B) Except as provided in (C) below, no Award and no
                  right under any such Award may be assigned, alienated,
                  pledged, attached, sold or otherwise transferred or encumbered
                  by a Participant and any such purported assignment,
                  alienation, pledge, attachment, sale, transfer or encumbrance
                  shall be void and unenforceable against the Company or any
                  Affiliate.

                           (C) To the extent specifically provided by the
                  Committee in any Award Agreement, an Option may be transferred
                  by a Participant without consideration to immediate family
                  members or related family trusts, limited partnerships or
                  similar entities but only on such terms and conditions as the
                  Committee may from time to time establish.

                  (iii) Term of Awards. The term of each Award shall be for such
         period as may be determined by the Committee.

                  (iv) Unit Certificates. All certificates for Units or other
         securities of the Partnership delivered under the Plan pursuant to any
         Award or the exercise thereof shall be subject to such stop transfer
         orders and other restrictions as the Committee may deem advisable under
         the Plan or the rules, regulations, and other requirements of the SEC,
         any stock exchange upon which such Units or other securities are then
         listed, and any applicable federal or state laws, and the Committee may
         cause a legend or legends to be put on any such certificates to make
         appropriate reference to such restrictions.

                  (v) Consideration for Grants. Awards may be granted for such
         consideration, including services, as the Committee determines.

                  (vi) Delivery of Units or other Securities and Payment by
         Participant of Consideration. Notwithstanding anything in the Plan or
         any grant agreement to the contrary, delivery of Units pursuant to the
         exercise or vesting of an Award may be deferred for any period during
         which, in the good faith determination of the Committee, the Company is
         not reasonably able to obtain Units to deliver pursuant to such Award
         without violating the rules or regulations of any applicable law or
         securities exchange. No Units or other securities shall be delivered
         pursuant to any Award until payment in full of any amount required to
         be paid pursuant to the Plan or the applicable Award Agreement
         (including, without limitation, any exercise price or tax withholding)
         is received by the Company. Such payment may be made by such method or
         methods and


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         in such form or forms as the Committee shall determine, including,
         without limitation, cash, other Awards, withholding of Units,
         cashless-broker exercises with simultaneous sale, or any combination
         thereof; provided that the combined value, as determined by the
         Committee, of all cash and cash equivalents and the Fair Market Value
         of any such Units or other property so tendered to the Company, as of
         the date of such tender, is at least equal to the full amount required
         to be paid to the Company pursuant to the Plan or the applicable Award
         agreement.

                  (vii) Change in Control. Upon a Change in Control or such
         period prior thereto as may be established by the Committee, all Awards
         shall automatically vest and become payable or exercisable, as the case
         may be, in full. In this regard, all Restricted Periods shall terminate
         and all performance criteria, if any, shall be deemed to have been
         achieved at the maximum level. To the extent an Option is not exercised
         upon a Change in Control, the Committee may, in its discretion, cancel
         such Award without payment or provide for a replacement grant with
         respect to such Award on such terms as it deems appropriate.

SECTION 7. Amendment and Termination.

         Except to the extent prohibited by applicable law:

         (a) Amendments to the Plan. Except as required by the rules of the
principal securities exchange on which the Units are traded and subject to
Section 7(b) below, the Board or the Committee may amend, alter, suspend,
discontinue, or terminate the Plan in any manner, including increasing the
number of Units available for Awards under the Plan, without the consent of any
partner, Participant, other holder or beneficiary of an Award, or other Person;
provided, however, that no amendment to the Plan may be made without the
approval of a Unit Majority (as defined in the Partnership Agreement) that would
accelerate vesting to prior to the end of the Subordination Period, except as
provided in the current definition of Restricted Period.

         (b) Amendments to Awards. Subject to Section 7(a), the Committee may
waive any conditions or rights under, amend any terms of, or alter any Award
theretofore granted, provided no change, other than pursuant to Section 7(c), in
any Award shall materially reduce the benefit to a Participant without the
consent of such Participant.

         (c) Adjustment of Awards Upon the Occurrence of Certain Unusual or
Nonrecurring Events. The Committee is hereby authorized to make adjustments in
the terms and conditions of, and the criteria included in, Awards in recognition
of unusual or nonrecurring events (including, without limitation, the events
described in Section 4(c) of the Plan) affecting the Partnership or the
financial statements of the Partnership, or of changes in applicable laws,
regulations, or accounting principles, whenever the Committee determines that
such adjustments are appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan.


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SECTION 8. General Provisions.

         (a) No Rights to Award. No Person shall have any claim to be granted
any Award under the Plan, and there is no obligation for uniformity of treatment
of Participants. The terms and conditions of Awards need not be the same with
respect to each recipient.

         (b) Withholding. The Company or any Affiliate is authorized to withhold
from any Award, from any payment due or transfer made under any Award or from
any compensation or other amount owing to a Participant the minimum required
amount of any applicable federal and state income and employment taxes payable
in respect to the grant of an Award, its exercise, or any payment or transfer
under an Award or under the Plan. Such withholding shall, at the sole discretion
of the Committee, consist in whole or in part of: cash, Units, Units that would
otherwise be issued pursuant to such Award or other property.

         (c) No Right to Employment. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of the
Company or any Affiliate or to remain on the Board, as applicable. Further, the
Company or an Affiliate may at any time dismiss a Participant from employment,
free from any liability or any claim under the Plan.

         (d) Governing Law. The validity, construction, and effect of the Plan
and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of Delaware without regard to its conflict
of laws principles.

         (e) Severability. If any provision of the Plan or any Award becomes
invalid, illegal, or unenforceable in any jurisdiction or as to any Person or
Award, or would disqualify the Plan or any Award under any law deemed applicable
by the Committee, such provision shall be deemed amended to conform to the
applicable laws, or if it cannot be construed or deemed amended without
materially altering the intent of the Plan or the Award, such provision shall be
stricken as to such jurisdiction, person or Award and the remainder of the Plan
and any such Award shall remain in full force and effect.

         (f) Other Laws. The Committee may refuse to issue or transfer any Units
or other consideration under an Award if, in its sole discretion, it determines
that the issuance or transfer of such Units or such other consideration might
violate any applicable law or regulation, the rules of the principal securities
exchange on which the Units are then traded, or entitle the Partnership or an
Affiliate to recover the same under Section 16(b) of the Exchange Act, and any
payment tendered to the Company by a Participant, other holder or beneficiary in
connection with the exercise of such Award shall be promptly refunded to the
relevant Participant, holder or beneficiary.

         (g) No Trust or Fund Created. Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any participating Affiliate and a
Participant or any other Person. To the extent that any Person acquires a right
to receive payments from the Company or any participating Affiliate pursuant to
an award, such right shall be no greater than the right of any general unsecured
creditor of the Company or any participating Affiliate.


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         (h) No Fractional Units. No fractional Units shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash, other securities, or other property shall be paid or transferred
in lieu of any fractional Units or whether such fractional Units or any rights
thereto shall be canceled, terminated, or otherwise eliminated.

         (i) Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.

         (j) Facility of Payment. Any amounts payable hereunder to any person
under legal disability or who, in the judgment of the Committee, is unable to
properly manage his financial affairs, may be paid to the legal representative
of such person, or may be applied for the benefit of such person in any manner
that the Committee may select, and the Company shall be relieved of any further
liability for payment of such amounts.

         (k) Gender and Number. Words in the masculine gender shall include the
feminine gender, the plural shall include the singular and the singular shall
include the plural.

SECTION 9. Term of the Plan.

         The Plan shall be effective on the date of its approval by the Board
and shall continue until the date terminated by the Board or the date Units are
no longer available for the payment of Awards under the Plan, whichever occurs
first. However, unless otherwise expressly provided in the Plan or in an
applicable Award Agreement, any Award granted prior to such termination, and the
authority of the Board or the Committee to amend, alter, adjust, suspend,
discontinue, or terminate any such Award or to waive any conditions or rights
under such Award, shall extend beyond such termination date.


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