GENESIS
      ENERGY, INC. 2007 LONG TERM INCENTIVE PLAN 

     

     

    SECTION 1. Purpose
      of the Plan.
      The
      Genesis Energy, Inc. 2007 Long-Term Incentive Plan, as established hereby (the
      “Plan”),
      is
      intended to promote the interests of, Genesis Energy, L.P., a Delaware limited
      partnership (the “Partnership”)
      and
      Genesis Energy, Inc., the general partner of the Partnership (the “General
      Partner”),
      by
      encouraging employees and directors of the General Partner and its Affiliates
      who perform services for the Partnership, the General Partner or their
      respective Affiliates to acquire or increase their equity interests in the
      Partnership and to provide a means whereby such individuals may develop a sense
      of proprietorship and personal involvement in the development and financial
      success of the Partnership, and to encourage them to remain with the General
      Partner and its Affiliates and to devote their best efforts to the General
      Partner and 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 a Person, any other Person that directly or indirectly through
      one or more intermediaries controls, is controlled by or is under common control
      with, such Person. 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
      a
      Phantom Unit or DER granted under the Plan.

     

     

    “Award
      Agreement”
means
      the written or electronic agreement reflecting the specific terms and conditions
      an Award granted under the Plan.

     

     

    “Board”
means
      the Board of Directors of the General Partner.

     

     

    “A
      Change in Control”
shall
      be deemed to have occurred on the earliest of the following dates: 

     

     

    (i) The
      date
      any entity or person (including a “group”
within
      the meaning of Section 13(d)(3) of the Exchange Act, or any comparable successor
      provisions), other than the owners of the General Partner at the time this
      Plan
      is adopted, shall have become the beneficial owners of, or shall have obtained
      voting control over, fifty percent (50%) or more of the then outstanding shares
      of the General Partner; or

     

     

    (ii) The
      closing date of any transaction to sell or otherwise dispose of substantially
      all of the assets of the Partnership or to merge or consolidate the Partnership
      with or into another partnership or corporation, in which the Partnership is
      not
      the continuing or surviving partnership or corporation, or pursuant to which
      any
      Units would be converted into cash, securities or other property of another
      partnership (except if the General Partner or its successor is the general
      partner of such partnership) or corporation.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    “Committee”
means
      the Compensation Committee of the Board.

     

     

    “DER”
means
      a
      contingent right granted under Section 7(b) of the Plan to receive an amount
      of
      cash equal to all or a designated portion (whether by formula or otherwise)
      of
      the cash distributions made by the Partnership with respect to a Unit during
      a
      specified period.

     

     

    “Director”
means
      a
“non-employee director,” as defined in Rule 16b-3, of the
      General Partner.

     

     

    “Employee”
means
      any employee of the General Partner or an Affiliate.

     

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended.

     

     

    “Fair
      Market Value”
means
      the closing sales price of a Unit on the primary stock exchange upon which
      the
      Units are listed on the applicable date (or if there is no trading in the Units
      on such date, on the next preceding date on which there was trading) 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.

     

     

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

     

     

    “Person”
means
      any individual, corporation, limited liability company, partnership, joint
      venture, association, joint-stock company, trust, unincorporated organization,
      government or political subdivision thereof or other entity.

     

     

    “Phantom
      Unit”
means
      a
      notional unit granted under Section 7(a) of the Plan representing an unfunded
      and unsecured promise to deliver a Unit, subject to certain restrictions
      (including, without limitation, a requirement that a Participant remain
      continuously employed or provide continuous services for a specified period
      of
      time).

     

     

    “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
      Unit of the Partnership. 

     

     

    SECTION 3. Effective
      Date.
      The
      Plan shall be effective on the date it is approved by the affirmative vote
      of
      the Unitholders of a majority of the voting Units of the Partnership present,
      or
      represented, and entitled to vote at a meeting of the Unitholders duly held
      in
      accordance with the applicable laws of the State of Delaware (the “Effective
      Date”).
      

     

     

    SECTION 4. Administration.
      The
      Plan shall be administered by the Committee. A majority of the Committee shall
      constitute a quorum; provided,
      that
      such majority must include

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    at
      least
      one Committee member who is a representative of the majority owner of the
      General Partner, 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 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 vested,
      settled or forfeited and accelerate the vesting of any such Awards;
      (vi) interpret, administer, reconcile any inconsistency in, correct any
      defect in and/or supply any omission in the Plan and any instrument or agreement
      relating to, or Award granted 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
      General Partner, the Partnership, any Affiliate, any Participant, and any
      beneficiary thereof.

     

     

    SECTION 5. Units
      Available for Awards.
      

     

     

    (a) Units
      Available.
      Subject
      to adjustment as provided in Section 5(c), the number of Units with respect
      to which Awards may be granted under the Plan is 1,000,000. To the extent an
      Award is forfeited or otherwise terminates without the delivery of Units, the
      Units covered by such Award, to the extent of such forfeiture or termination,
      shall again be Units with respect to which Awards may be granted. Units withheld
      to satisfy tax withholding obligations of the General Partner or an Affiliate
      shall be considered to have been delivered under the Plan for this purpose
      and
      therefore may not be subject to future Awards hereunder.

     

     

    (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 or from any Affiliate, the Partnership or
      any
      other Person, or any combination of the foregoing, as determined by the
      Committee in its discretion. If,
      at
      the time of the vesting of an Award of 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 the Participant that would
      be obtained from the Partnership or an Affiliate, then delivery of such Units
      to
      the Participant in connection with the vesting of such Participant’s Award of
      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.

     

     

    (c) Adjustments.
      In the
      event 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, and (ii) the number and type of Units (or other securities or
      property) subject to outstanding Awards; provided,
      that
      the number of Units subject to any Award shall always be a whole number;
provided,
      further,
      that in
      the case of any “equity restructuring” (within the meaning of the Financial
      Accounting Standards Board Statement of Financial Accounting Standards
      No. 123 (revised 2004)), the Committee shall make an equitable or
      proportionate adjustment to outstanding Awards to reflect such equity
      restructuring. Any adjustments under this Section 5 shall be made in a
      manner that does not adversely affect the exemption provided pursuant to Rule
      16b-3 under the Exchange Act. The General Partner shall give each Participant
      notice of an adjustment hereunder and, upon notice, such adjustment shall be
      conclusive and binding for all purposes.

     

     

    SECTION 6. Eligibility.
      Any
      Employee or Director who performs services for the Partnership or the General
      Partner or any of their respective Affiliates shall be eligible to be designated
      a Participant.

     

     

    SECTION 7. Awards.
      

     

     

    (a) 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 period during which the Award remains subject
      to
      forfeiture, the conditions under which the Phantom Units may become vested
      or
      forfeited, and such other terms and conditions as the Committee may establish
      with respect to such Award.

     

     

    (b) DERs.
      The
      Committee shall have the authority to determine the Employees and Directors
      to
      whom DERs shall be granted, the number of DERs to be granted to each such
      Participant, the period during which the Award remains subject to forfeiture,
      the limits, if any, or portion of a DER that is payable, the conditions under
      which the DERs may become vested or forfeited, the applicable payment dates
      and
      form of payment, and such other terms and conditions as the Committee may
      establish with respect to such Award.

     

     

    (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 General Partner or any
      Affiliate. Awards granted in addition to or in tandem with other Awards or
      awards granted under any other plan of the General Partner 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.
      No
      Award and no right under any such Award may be assigned, alienated, pledged,
      attached, sold or otherwise transferred or encumbered by a Participant otherwise
      than by will or by the laws of descent and distribution and any such purported
      assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall
      be void and unenforceable against the General Partner or any
      Affiliate.

     

     

    (iii) Unit
      Certificates.
      All
      certificates for Units or other securities of the Partnership delivered under
      the Plan pursuant to any Award or settlement 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.

     

     

    (iv) Consideration
      for Grants.
      Awards
      may be granted for no cash consideration payable by a Participant or for such
      consideration payable by a Participant as the Committee determines including,
      without limitation, services or such minimal cash consideration as may be
      required by applicable law.

     

     

    (v) Delivery
      of Units or other Securities and Payment by Participant of
      Consideration.
      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
      is
      received by the General Partner. Such payment may be made by such method or
      methods and in such form or forms as the Committee shall determine, including,
      without limitation, (i) cash, (ii) withholding from the vesting or settlement
      of
      any Units that number of Units having a fair market value equal to such amount,
      or (iii) any combination of (i) and (ii); provided,
      that
      the combined value, as determined by the Committee, of all cash and cash
      equivalents and the fair market value of any such property so tendered to,
      or
      withheld by, the General Partner, as of the date of such tender, is at least
      equal to the full amount required to be paid to the General Partner pursuant
      to
      the Plan or the applicable Award Agreement.

     

     

    SECTION 8. Change
      In Control.
      Unless
      otherwise provided in the Award Agreement, upon a Change in Control, all
      restrictions on the Phantom Units granted under this Plan prior to such Change
      in Control shall automatically lapse.

     

     

    SECTION 9. Amendment
      and Termination.
      Except
      to the extent prohibited by applicable law and unless otherwise expressly
      provided in an Award Agreement or in the Plan:

     

     

    (a) Amendments
      to the Plan.
      Except
      as required by applicable law or the rules of the principal securities exchange
      on which the Units are traded and subject to Section 9(b) below, the Board
      or the Committee may amend, alter, suspend, discontinue, or terminate the Plan
      without the consent of any partner, Participant, other holder or beneficiary
      of
      an Award, or other Person.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    (b) Amendments
      to Awards.
      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 5(c), in any Award shall materially
      reduce the benefit of such Award to the Participant holding such Award without
      the consent of such Participant.

     

     

    SECTION 10.  Term
      of the Plan.
      Following the Effective Date, the Plan shall continue in effect until the
      earliest of (a) the termination of the Plan by action of the Board or the
      Committee or (b) the 10th anniversary of the Effective Date. 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 and shall continue to be governed
      by
      the terms of this Plan.

     

     

    SECTION 11. General
      Provisions.

     

     

    (a) No
      Rights to Awards.
      No
      Person shall have any claim to be granted any Award, 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 Participant.

     

     

    (b) Termination
      of Employment or Service.
      For
      purposes of the Plan, unless the Award Agreement provides to the contrary,
      a
      Participant shall not be deemed to have terminated employment with the General
      Partner and its Affiliates or membership from the Board, as applicable, until
      such date as such Participant is no longer an Employee of the General Partner
      or
      an Affiliate or has ceased to be a member of the Board.

     

     

    (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 General Partner or any Affiliate as applicable.
      Further, the General Partner or an Affiliate may at any time dismiss a
      Participant from employment, free from any liability or any claim under the
      Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.
      Nothing in the Plan or any Award Agreement shall operate or be construed as
      constituting an employment agreement with any Participant and each Participant
      shall be an “at will” employee, unless such Participant has entered into a
      separate written employment agreement with the General Partner or an
      Affiliate.

     

     

    (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 giving effect to its principles of conflicts
      of law. 

     

     

    (e) Severability.
      If any
      provision of the Plan or any Award is or becomes or is deemed to be 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 construed or deemed amended to conform to
      the
      applicable laws, or if it cannot be construed or deemed amended without, in
      the
      determination of the Committee, 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 any securities exchange, 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 General Partner by a Participant, other holder
      or beneficiary in connection with the issuance or transfer of such Award shall
      be promptly refunded to the relevant Participant, holder or
      beneficiary.

     

     

    (g) No
      Trust Fund Created; Unsecured Creditors.
      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 General
      Partner or any Affiliate and a Participant or any other Person. To the extent
      that any Person acquires a right to receive payments from the General Partner
      or
      any Affiliate pursuant to an Award, such right shall be no greater than the
      right of any general unsecured creditor of the General Partner or the
      Affiliate.

     

     

    (h) No
      Fractional Units.
      No
      fractional Units shall be issued or delivered pursuant to the Plan or any Award,
      and any such fractional Units or any rights thereto shall be terminated, or
      otherwise eliminated, without the payment of any consideration
      therefor.

     

     

    (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) Tax
      Withholding.
      A
      Participant may satisfy any U.S., federal, state or local tax withholding
      obligation relating to the acquisition of his or her Award 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 such Participant 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 such Participant as a result of the
      settlement, lapse of restrictions or any payment or transfer under an Award
      (but
      no more than the minimum required statutory withholding liability). If the
      Participant fails to pay the foregoing tax withholding liability, the General
      Partner may withhold from the number of Units otherwise issuable or deliverable
      pursuant to the settlement of an Award, a number of Units with a fair market
      value equal to such withholding liability (but no more than the minimum required
      statutory withholding liability).

     

     

    (k) Facility
      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 or her 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 which the Committee may
      select, and the General Partner and its Affiliates shall be relieved of any
      further liability for payment of such amounts.

     

     

    (l) Participation
      by Affiliates.
      In
      making Awards to Employees employed by an Affiliate of the General Partner,
      the
      Committee shall be acting on behalf of the Affiliate, and to the extent the
      General Partner has an obligation to reimburse the Affiliate for compensation
      paid

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    to
      Employees for services rendered for the benefit of the General Partner, such
      payments or reimbursement payments may be made by the General
      Partner directly to the Affiliate, and, if made to the General Partner, shall
      be
      received by the General Partner as agent for the Affiliate, or to the extent
      the
      Affiliate has an obligation to reimburse the General Partner for compensation
      paid to Employees for services rendered for the benefit of the Affiliate, such
      payments or reimbursement payments may be made by the Affiliate directly to
      the
      General Partner, and, if made to the Affiliate, shall be received by the
      Affiliate as agent for the General Partner.

     

     

    As
      adopted by the Board of Directors of 

    Genesis
      Energy, Inc. on September 18, 2007.