GENESIS
      ENERGY, INC. 2007 LONG TERM INCENTIVE PLAN

     

    FORM
      OF PHANTOM UNIT GRANT AGREEMENT

     

    (3-YEAR
      GRADED)

     

    Date
      of Grant:    _______________

     

    Name
      of Grantee:    _______________

     

    Number
      of Phantom Units Granted: _______________

     

    Genesis
      Energy, Inc. (the “General
      Partner”)
      is
      pleased to inform you that you have been granted the number of Phantom Units
      set
      forth above under the Genesis Energy, Inc. 2007 Long Term Incentive Plan (the
      “Plan”).
      A
      Phantom Unit is a contractual right to receive a Unit of Genesis Energy, L.P.
      (the “Partnership”)
      that
      is subject to the forfeiture and non-transferability provisions (the
“Restrictions”)
      set
      forth in Section 2 of this Phantom Unit Grant Agreement (the “Agreement”).
      The
      terms of the grant are as follows: 

     

    1.
      Your
      Phantom Units will be credited to a separate account maintained for you on
      the
      books of the General Partner (the “Account”).
      On
      any given date, the value of each Phantom Unit credited to the Account shall
      equal the Fair Market Value of one Unit. All amounts credited to the Account
      under this Agreement shall continue for all purposes to be part of the general
      assets of the General Partner. You will only be a general, unsecured creditor
      of
      the General Partner.

     

    2.
      The
      Restrictions will lapse with respect to 33-1/3% of the Phantom Units on each
      of
      the first through the third anniversaries of the Date of Grant (each, a
“Vesting
      Date”);
      provided,
      that
      you are
      employed by the General Partner or any of its Affiliates on each applicable
      Vesting Date; provided,
      further,
      that,
      (i)
      upon your “Qualifying Termination” (as defined below), any then unvested Phantom
      Units shall automatically vest on the date of such Qualifying Termination,
      and
      (ii) upon the occurrence of a Change in Control (as such term is defined in
      the
      Plan), any then unvested Phantom Units shall automatically vest on the date
      of
      such Change in Control if you are employed by the General Partner or any of
      its
      Affiliates on the date of the Change in Control. Upon each Vesting Date, each
      then vested Phantom Unit credited to the Account will be converted into one
      Unit.

     

    3.
      Prior
      to the applicable Vesting Date for such Phantom Units, you will not have any
      voting or any other rights with respect to the Units underlying such unvested
      Phantom Units. Upon each applicable Vesting Date, a Unit will be delivered
      to
      you with respect to each Phantom Unit that becomes vested upon such Vesting
      Date, and upon such delivery, the Unit will be evidenced, at the sole option
      and
      in the sole discretion of the Committee, either (i) in book-entry form in
      your name in the Unit register of the Partnership maintained by the
      Partnership’s transfer agent or (ii) a Unit certificate issued in your
      name. 

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    4.
      Prior
      to the applicable Vesting Date for such Phantom Units, none of the Phantom
      Units
      are transferable (by operation of law or otherwise) by you, other than by will
      or the laws of descent and distribution. 

     

    5.
      If
      your employment with the General Partner or any of its Affiliates is terminated
      due to your (i) death, (ii) being disabled and entitled to receive
      long term disability benefits under the General Partner’s long term disability
      plan, or (iii) “Normal Retirement” (as defined below) (each such event
      constituting a “Qualifying
      Termination”),
      the
      Phantom Units shall automatically vest in full upon such Qualifying Termination;
      provided,
      that,
      if the
      General Partner determines
      that you are a “specified employee” as defined in Section 409A(a)(2)(B)(i) of
      the Code and the regulations and other guidance issued thereunder,
      the
      delivery of any Units you will receive upon your separation from service with
      the General Partner or any of its Affiliates after the time you become eligible
      for Normal Retirement shall be made no earlier than the first day of the seventh
      month following the month in which you separate from service with the General
      Partner or any of its Affiliates. For purposes of this Agreement, "Normal
      Retirement"
      means
      that the sum of your age and your years of service recognized by the General
      Partner equals or exceeds 75 years at the time you terminate
      employment.

     

    6.
      In the
      event your employment with the General Partner or any of its Affiliates
      terminates for any reason other than as provided in Section 5 above, any
      Phantom Units that are unvested as of the date of your termination of employment
      shall automatically and immediately be forfeited and cancelled without payment
      on the date of such termination of employment.

     

    7.
      Nothing in this Agreement or in the Plan shall confer any right on you to
      continue employment with the General Partner or any of its Affiliates or
      restrict the General Partner or any of its Affiliates from terminating your
      employment at any time. Employment with an Affiliate shall be deemed to be
      employment with the General Partner for purposes of the Plan and this Agreement.
      Unless you have a separate written employment agreement with the General Partner
      or an Affiliate, you are, and shall continue to be, an “at will”
employee.

     

    8.
      To the
      extent that the vesting of a Phantom Unit results in the receipt of compensation
      by you with respect to which the General Partner or an Affiliate has a tax
      withholding obligation pursuant to applicable law, you may satisfy such tax
      withholding obligation by any of the following means (in addition to the General
      Partner’s right to withhold or to direct withholding from any compensation paid
      to you by the General Partner or any of its Affiliates) or by a combination
      of
      such means: (i) tendering cash payment or surrendering already owned Units
      of
      the Partnership having a Fair Market Value equal to the withholding obligation,
      or (ii) authorizing the General Partner or its Affiliates to withhold Units
      from Units otherwise deliverable to you as a result of the lapse of restrictions
      of your Phantom Units (but no more than the minimum required statutory
      withholding liability). If you fail to pay the foregoing tax withholding
      liability, the General Partner is authorized to withhold from the number of
      Units otherwise deliverable to you on the applicable Vesting Date, a number
      of
      Units with a Fair Market Value equal to such withholding liability (but no
      more
      than the minimum required statutory withholding liability).

     

    9.
      Notwithstanding any other provision of this Agreement,
      if, at
      the time of the vesting of your Phantom Units,
      the
      General Partner is prohibited, because of rules and/or regulations

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    promulgated
      by the Securities and Exchange Commission or any stock exchange
      upon
      which the Units are listed, from delivering Units to you that would be obtained
      from the Partnership or an Affiliate, then delivery of such Units to you in
      connection with the vesting of your Phantom Units shall be delayed until such
      reasonable time as the General Partner is entitled to acquire, and does acquire,
      Units in the open market or becomes able to acquire such Units from the
      Partnership, an Affiliate or an other Person.

     

    10.
      These
      Phantom Units are subject to the terms of the Plan, which is hereby incorporated
      by reference as if set forth in its entirety herein, including, without
      limitation, the ability of the General Partner, in its discretion, to amend
      this
      Agreement in accordance with Section 9 of the Plan. In the event of a conflict
      between the terms of this Agreement and the Plan, the Plan shall be the
      controlling document. Capitalized terms that are used, but are not defined,
      in
      this Agreement have the respective meanings provided for in the Plan. The Plan,
      as in effect on the Date of Grant, is attached hereto as Exhibit A.
      

     

    GENESIS
      ENERGY, INC.

     

    By:
      _______________________

    Name:

    Title: