exv10w1






Exhibit 10.1




CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.




EXECUTIVE DEFERRED COMPENSATION PLAN




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I PREAMBLE AND PURPOSE
	 	 	1	 
	1.1 Preamble
	 	 	1	 
	1.2 Purpose
	 	 	1	 
	1.3 ERISA Status
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II DEFINITIONS AND CONSTRUCTION
	 	 	2	 
	2.1 Definitions
	 	 	2	 
	2.2 Construction
	 	 	8	 
	 
	 	 	 	 
	ARTICLE III PARTICIPATION AND FORFEITABILITY OF BENEFITS
	 	 	9	 
	3.1 Eligibility and Participation.
	 	 	9	 
	3.2 Forfeitability of Benefits
	 	 	9	 
	 
	 	 	 	 
	ARTICLE IV DEFERRAL, COMPANY CONTRIBUTIONS, DIVIDENDS, ACCOUNTING
	 	 	11	 
	4.1 General Rules Regarding Deferral Elections
	 	 	11	 
	4.2 Cash Incentive Award Deferrals
	 	 	11	 
	4.3 Company Contributions.
	 	 	11	 
	4.4 Distribution Equivalent Rights
	 	 	12	 
	4.5 Accounting for Deferred Compensation.
	 	 	12	 
	 
	 	 	 	 
	ARTICLE V VESTING AND DISTRIBUTION OF BENEFITS
	 	 	14	 
	5.1 Distribution Election
	 	 	14	 
	5.2 Termination Distributions to Key Employees
	 	 	14	 
	5.3 Scheduled In-Service Withdrawals
	 	 	15	 
	5.4 Unforeseeable Emergency
	 	 	15	 
	5.5 Accelerated Vesting and Distribution of Accounts
	 	 	15	 
	5.6 Termination of Employment Pursuant to a Termination for Cause or Voluntary
Resignation
	 	 	16	 
	5.7 Relationship with the LTIP
	 	 	16	 
	5.8 Withholding
	 	 	16	 
	5.9 Impact of Reemployment on Benefits
	 	 	16	 
	 
	 	 	 	 
	ARTICLE VI PAYMENT LIMITATIONS
	 	 	17	 
	6.1 Spousal Claims.
	 	 	17	 
	6.2 Legal Disability
	 	 	18	 
	6.3 Assignment
	 	 	18	 
	 
	 	 	 	 
	ARTICLE VII FUNDING
	 	 	20	 
	7.1 Funding
	 	 	20	 
	7.2 Creditor Status
	 	 	20	 
	 
	 	 	 	 
	ARTICLE VIII ADMINISTRATION
	 	 	21	 
	8.1 The Board
	 	 	21	 
	8.2 Powers of Board
	 	 	21	 




Calumet Specialty Products Partners, L.P.




Executive Deferred Compensation Plan





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	 	 	Page	 
	8.3 Appointment of Plan Administrator
	 	 	21	 
	8.4 Duties of Plan Administrator
	 	 	21	 
	8.5 Indemnification of Board and Plan Administrator
	 	 	23	 
	8.6 Claims for Benefits.
	 	 	23	 
	8.7 Receipt and Release of Necessary Information
	 	 	24	 
	8.8 Overpayment and Underpayment of Benefits
	 	 	24	 
	 
	 	 	 	 
	ARTICLE IX OTHER BENEFIT PLANS OF THE COMPANY
	 	 	26	 
	9.1 Other Plans
	 	 	26	 
	 
	 	 	 	 
	ARTICLE X AMENDMENT AND TERMINATION OF THE PLAN
	 	 	27	 
	10.1 Continuation
	 	 	27	 
	10.2 Amendment of Plan
	 	 	27	 
	10.3 Termination of Plan
	 	 	27	 
	10.4 Termination of Affiliate’s Participation
	 	 	28	 
	 
	 	 	 	 
	ARTICLE XI MISCELLANEOUS
	 	 	29	 
	11.1 No Reduction of Employer Rights
	 	 	29	 
	11.2 Provisions Binding
	 	 	29	 
	 
	 	 	 	 
	EXHIBIT A VESTING SCHEDULES
	 	 	A-1	 






Calumet Specialty Products Partners, L.P.




Executive Deferred Compensation Plan




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CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

EXECUTIVE DEFERRED COMPENSATION PLAN




ARTICLE I

PREAMBLE AND PURPOSE





	1.1	 	Preamble. This Calumet Specialty Products Partners, L.P. Executive Deferred Compensation
Plan (the “Plan”) is intended to permit Calumet Specialty Products Partners, L.P. (the
“Company”), its participating Affiliates and its General Partner, as defined herein
(collectively, the “Employer”), to attract and retain a select group of management or highly
compensated Employees and Directors, as defined herein.
	 
	 	 	The Employer may adopt one or more trusts to serve as a possible source of funds for the
payment of benefits under this Plan.
	 
	1.2	 	Purpose. Through this Plan, the Employer intends to permit the deferral of compensation and
to provide additional benefits to Directors and a select group of management or highly
compensated Employees of the Employer. The Employer desires to accomplish these objectives by
helping to provide for the retirement of those Employees and Directors chosen to participate
in the Plan.
	 
	1.3	 	ERISA Status. It is intended that this Plan will not constitute a “qualified plan” subject
to the limitations of section 401(a) of the Code, nor will it constitute a “funded plan,” for
purposes of such requirements. It also is intended that this Plan will be exempt from the
participation and vesting requirements of Part 2 of Title I of ERISA, the funding requirements
of Part 3 of Title I of ERISA, and the fiduciary requirements of Part 4 of Title I of ERISA by
reason of the exclusions afforded plans that are unfunded and maintained by an employer
primarily for the purpose of providing deferred compensation for a select group of management
or highly compensated employees.





                                        

End of Article I



 Calumet Specialty Products Partners, L.P.




Executive Deferred Compensation Plan




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ARTICLE II

DEFINITIONS AND CONSTRUCTION





	2.1	 	Definitions. When a word or phrase appears in this Plan with the initial letter capitalized,
and the word or phrase does not commence a sentence, the word or phrase will generally be a
term defined in this Section 2.1. The following words and phrases with the initial letter
capitalized will have the meaning set forth in this Section 2.1, unless a different meaning is
required by the context in which the word or phrase is used.






	 	(a)	 	“Account” means one or more of the bookkeeping accounts maintained by the
Company or its agent on behalf of a Participant, as described in more detail in Section
4.5.
	 
	 	(b)	 	“Affiliate” means an entity that is a member of a controlled group of entities
(as defined in section 414(b) of the Code) that includes the Company, any trade or
business (whether or not incorporated) that is in common control (as defined in section
414(c) of the Code) with the Company, or any entity that is a member of the same
affiliated service group (as defined in section 414(m) of the Code) as the Company, and
includes the General Partner; provided, however, that the term “Affiliate” shall not
apply to an Affiliate of the General Partner.
	 
	 	(c)	 	“Alternate Payee” means any spouse, former spouse, child, or other dependent of
a Participant who is recognized by a DRO as having a right to receive all, or a portion
of, the benefits payable under the Plan with respect to such Participant.
	 
	 	(d)	 	“Beneficiary” means the person or persons designated by the Participant to
receive a distribution of his benefits under the Plan upon the death of the
Participant, on a beneficiary designation form prescribed by the Plan Administrator and
lastly filed with the Plan Administrator. If the Participant is married, his spouse
will be his Beneficiary, unless his spouse consents in writing to the designation of an
alternate Beneficiary. In the event that a Participant fails to designate a
Beneficiary, or if the Participant’s Beneficiary does not survive the Participant, the
Participant’s Beneficiary will be his surviving spouse, if any, or if the Participant
does not have a surviving spouse, his estate. The term “Beneficiary” also will mean a
Participant’s spouse or former spouse who is entitled to all or a portion of a
Participant’s benefit pursuant to Section 6.1.
	 
	 	(e)	 	“Board” means the Board of Directors of the General Partner of the Company.
	 
	 	(f)	 	“Cash Incentive Award” means an annual cash incentive payment to a Participant
pursuant to an Employer Incentive Plan, an annual cash retainer payment to a Director,
or any other cash incentive payment designated by the Plan Administrator as an eligible
cash incentive under the Plan.
	 
	 	(g)	 	“Cash Incentive Award Deferral” means the Cash Incentive Award deferral made by
a Participant pursuant to Section 4.2.
	 
	 	(h)	 	“Change of Control” shall have the meaning given that term in the LTIP as in
effect on December 31, 2008; provided, however, that any modification to the




Calumet Specialty Products Partners, L.P.




Executive Deferred Compensation Plan




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	 	 	 	definition of “change of control” in the LTIP adopted after December 31, 2008 shall
apply for purposes of this Plan, except that any modification to such definition
adopted on or after, or within 180 days prior to, a Change of Control shall not
apply in determining the definition of such term under this Plan unless such
amendment is favorable to the Participant; and provided further, however, that in
the event any distribution due to a Participant under this Plan would also
constitute “deferred compensation” within the meaning of the Treasury Regulation §
1.409A-1(b)(1), either by design or due to a subsequent modification in the terms of
such distribution or as a result in a change in the law occurring after the
Effective Date, then to the extent such distribution is not exempt from section 409A
of the Code by an applicable exemption, the term “Change of Control” shall mean an
event that constitutes not only a Change of Control event described in the LTIP, but
also constitutes a “change in control” within the meaning of section 409A of the
Code and any Internal Revenue Service guidance promulgated with respect to section
409A of the Code.
	 
	 	(i)	 	“Code” means the Internal Revenue Code of 1986, as amended from time to time.
	 
	 	(j)	 	“Company” means Calumet Specialty Products Partners, L.P., a Delaware limited
partnership.
	 
	 	(k)	 	“Compensation Committee” means the Compensation Committee of the Board.
	 
	 	(l)	 	“Director” means a member of the Board who is not an Employee.
	 
	 	(m)	 	“DER” means a distribution equivalent right, being a contingent right, granted
in tandem with a specific Phantom Unit, to receive an amount in cash equal to the cash
distributions made by the Company with respect to a Unit during the period such Phantom
Unit is outstanding; provided, however, that a DER will remain subject to the same
vesting restrictions and forfeiture provisions as the Phantom Unit to which the DER
relates.
	 
	 	(n)	 	“Disability” means (i) a Participant’s inability to engage in any substantial
gainful activity by reason of a medically determinable physical or mental impairment
that can be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, or (ii) the Participant is, by reason of a medically
determinable physical or mental impairment that can be expected to result in death or
can be expected to last for a continuous period of not less than 12 months, receiving
income replacement benefits for a period of not less than 3 months under an accident
and health plan of the Employer.
	 
	 	(o)	 	“Discretionary Contribution” means the contribution made by the Employer on
behalf of a Participant as described in Section 4.3(b).
	 
	 	(p)	 	“DRO” means a domestic relations order that is a judgment, decree, or order
(including one that approves a property settlement agreement) that relates to the
provision of child support, alimony payments or marital property rights to a spouse,
former spouse, child or other dependent of a Participant and is rendered




Calumet Specialty Products Partners, L.P.




Executive Deferred Compensation Plan




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	 	 	 	under a state (within the meaning of section 7701(a)(10) of the Code) domestic
relations law (including a community property law) and that:






	 	(i)	 	Creates or recognizes the existence of an Alternate Payee’s
right to, or assigns to an Alternate Payee the right to receive all or a
portion of the benefits payable with respect to a Participant under the Plan;
	 
	 	(ii)	 	Does not require the Plan to provide any type or form of
benefit, or any option, not otherwise provided under the Plan;
	 
	 	(iii)	 	Does not require the Plan to provide increased benefits
(determined on the basis of actuarial value);
	 
	 	(iv)	 	Does not require the payment of benefits to an Alternate Payee
that are required to be paid to another Alternate Payee under another order
previously determined to be a DRO; and
	 
	 	(v)	 	Clearly specifies: the name and last known mailing address of
the Participant and of each Alternate Payee covered by the DRO; the amount or
percentage of the Participant’s benefits to be paid by the Plan to each such
Alternate Payee, or the manner in which such amount or percentage is to be
determined; the number of payments or payment periods to which such order
applies; and that it is applicable with respect to this Plan.






	 	(q)	 	“Effective Date” means January 1, 2009, except as provided otherwise herein.
	 
	 	(r)	 	“Election Form” means the written forms provided by the Plan Administrator
pursuant to which the Participant consents to participation in the Plan and makes
elections with respect to deferrals. Such Participant consent and elections may be
done either in writing or on-line through an electronic signature, as the Plan
Administrator prescribes.
	 
	 	(s)	 	“Eligible Person” means an Employee that is eligible to receive a Cash
Incentive Award under an Employer Incentive Plan and designated as an Eligible Person
by the Plan Administrator. As provided in Section 3.1, the Plan Administrator may at
any time, in its sole and absolute discretion, limit the classification of Employees
who are eligible to participate in the Plan for a Plan Year and/or may modify or
terminate an Eligible Person’s participation in the Plan without the need for an
amendment to the Plan.
	 
	 	(t)	 	“Employee” means each select member of management or highly compensated
employees receiving remuneration, or who is entitled to remuneration, for services
rendered to the Employer, in the legal relationship of employer and employee.
	 
	 	(u)	 	“Employer” means, collectively, the Company, each Affiliate which has adopted
the Plan as a participating employer, and the General Partner. An Affiliate may
evidence its adoption of the Plan either by a formal action of its governing body or by
commencing deferrals and taking other administrative actions with respect




Calumet Specialty Products Partners, L.P.




Executive Deferred Compensation Plan




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	 	 	 	to this Plan on behalf of its employees. An entity will cease to be a participating
employer as of the date such entity ceases to be an Affiliate.
	 
	 	(v)	 	“Employer Incentive Plan” means a cash incentive arrangement or plan maintained
by the Employer.
	 
	 	(w)	 	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended
from time to time.
	 
	 	(x)	 	“Fair Market Value” means the closing sales price of a Unit on the principal
national securities exchange or other market in which trading in Units occurs on the
applicable date (or if there is no trading in the Units on the applicable 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 Plan Administrator). If Units are not
traded on a national securities exchange or other market 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 Plan Administrator.
	 
	 	(y)	 	“Five Percent Owner” means any person who owns (or is considered as owning
within the meaning of section 318 of the Code) more than five percent (5%) of the
outstanding units of the Company or an Affiliate or units possessing more than five
percent (5%) of the total combined voting power of all units of the Company or an
Affiliate. The rules of sections 414(b), (c) and (m) of the Code will not apply for
purposes of applying these ownership rules. Thus, this ownership test will be applied
separately with respect to the Company and each Affiliate.
	 
	 	(z)	 	“General Partner” means Calumet GP, LLC, a Delaware limited liability company.
	 
	 	(aa)	 	“Key Employee” means, at any time in which the units of any Employer are
publicly traded on an established securities market (within the meaning of Treasury
Regulation § 1.409A-1, et seq.), any Employee or former Employee (including any
deceased Employee) who at any time during the Plan Year was:






	 	(i)	 	an officer of the Company or an Affiliate having compensation
within the meaning of section 415(c) of the Code of greater than the dollar
amount set forth in section 416(i), as adjusted under section 416(i)(1) of the
Code (i.e., $160,000 in 2009);
	 
	 	(ii)	 	a Five Percent Owner; or
	 
	 	(iii)	 	a One Percent Owner having compensation within the meaning of
section 415(c) of the Code of more than one hundred fifty thousand dollars
($150,000).






	 	 	 	The determination of Key Employees will be based upon a twelve (12) month period
ending on December 31 of each year (i.e., the identification date). Employees that
are Key Employees during such twelve (12) month period will be




Calumet Specialty Products Partners, L.P.




Executive Deferred Compensation Plan




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	 	 	 	treated as Key Employees for the twelve (12) month period beginning on the first day
of the fourth month following the end of the twelve (12) month period (i.e., since
the identification date is December 31, then the twelve (12) month period to which
it applies begins on the next following April 1).
	 
	 	 	 	The determination of who is a Key Employee will be made in accordance with sections
416(i) and 409A of the Code and other guidance of general applicability issued
thereunder. For purposes of determining whether an Employee or former Employee is
an officer, a Five Percent Owner or a One Percent Owner, the Company and each
Affiliate will be treated as a separate employer (i.e., the controlled group rules
of sections 414(b), (c), (m) and (o) of the Code will not apply). Conversely, for
purposes of determining whether the adjusted dollar limit on compensation is met
under the officer test described in Section 2.1(y)(i), compensation from the Company
and all Affiliates will be taken into account (i.e., the controlled group rules of
sections 414(b), (c), (m) and (o) of the Code will apply). Further, in determining
who is an officer under the officer test described in Section 2.1(y)(i), no more
than fifty (50) employees of the Company or its Affiliates (i.e., the controlled
group rules of sections 414(b), (c), (m) and (o) of the Code will apply) will be
treated as officers. If the number of officers exceeds fifty (50), the
determination of which Employees or former Employees are officers will be determined
based on who had the largest annual compensation from the Company and Affiliates for
the Plan Year.
	 
	 	(bb)	 	“Long-Term Incentive Plan” or “LTIP” means the Calumet GP, LLC Long-Term
Incentive Plan.
	 
	 	(cc)	 	“Matching Contribution” means the contribution made by the Employer on behalf
of a Participant as described in Section 4.3(a).
	 
	 	(dd)	 	"Normal Retirement” means a Participant’s Termination of Employment with the
Employer on or after the date that he reaches the age of 66.
	 
	 	(ee)	 	“One Percent Owner” means any person who would be described as a Five Percent
Owner if “one percent (1%)” were substituted for “five percent (5%)” each place where
it appears therein.
	 
	 	(ff)	 	“Open Enrollment Period” means the period occurring each year during which an
Eligible Person may make his elections to defer his Cash Incentive Award for a
subsequent Plan Year pursuant to Article IV. Open Enrollment Periods will end no later
than December 31 of each Plan Year preceding the Plan Year in which the services will
be performed with respect to the Cash Incentive Award to be deferred.
	 
	 	(gg)	 	“Participant” means each Eligible Person who has been designated for
participation in this Plan and each Employee or former Employee (or Director or former
Director) whose participation in this Plan has not terminated. Each such Participant
who is currently employed by the Employer or serving as a member of the Board will be
referred to herein as an “Active Participant” and each such




Calumet Specialty Products Partners, L.P.




Executive Deferred Compensation Plan




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	 	 	 	Employee who is no longer employed by the Employer and each Director who is no
longer serving as a member of the Board but has an Account balance under the Plan
will be referred to herein as an “Inactive Participant.”
	 
	 	(hh)	 	“Phantom Unit” means a phantom (notional) Unit which, upon full vesting,
entitles a Participant to receive a Unit, an amount of cash equal to the Fair Market
Value of a Unit, or some combination of Units and cash, as determined at the discretion
of the Plan Administrator.
	 
	 	(ii)	 	“Plan” means the Calumet Specialty Products Partners, L.P. Executive Deferred
Compensation Plan as set forth herein and as the same may be amended from time to time.
	 
	 	(jj)	 	“Plan Administrator” means the Compensation Committee, unless the Board
appoints a different individual, individuals or committee to handle the day-to-day
administration of the Plan.
	 
	 	(kk)	 	“Plan Year” means the calendar year.
	 
	 	(ll)	 	“Scheduled In-Service Withdrawal” means a distribution elected by the
Participant for an in-service withdrawal of amounts of Cash Incentive Award Deferrals,
Matching Contributions or Discretionary Contributions made in a given Plan Year, as set
forth on the Election Form for such Plan Year.
	 
	 	(mm)	 	“Scheduled Withdrawal Date” means the distribution date elected by the
Participant for a Scheduled In-Service Withdrawal.
	 
	 	(nn)	 	“Special Enrollment Period” means the thirty (30) day period after an Employee
is employed by the Employer (or a Director is elected to the Board) and advised of his
eligibility to participate in the Plan during which the Eligible Person may make his
elections to defer a Cash Incentive Award earned after such election pursuant to
Article IV. The Plan Administrator may also designate certain periods as Special
Enrollment Periods to the extent permitted under section 409A of the Code.
	 
	 	(oo)	 	“Termination for Cause” shall mean a Termination of Employment due to an event
constituting “Cause” under a Participant’s employment agreement with the Employer, and
in the event that no employment agreements exists, for any of the following events: (1)
commission of an act of fraud, embezzlement, misappropriation, willful misconduct or
breach of fiduciary duty against the Employer or other conduct harmful or potentially
harmful to the Employer’s best interest, as reasonably determined by the Plan
Administrator; (2) any conviction, plea of no contest or nolo contendere, deferred
adjudication or unadjudicated probation for any felony, or any crime involving moral
turpitude; or (3) continued failure to substantially perform Participant’s material
obligations and duties of employment with the Employer.
	 
	 	(pp)	 	“Termination of Employment” means (i) with respect to an Employee, the date
that such Employee ceases performing services for the Employer and its Affiliates




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Executive Deferred Compensation Plan




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	 	 	 	in the capacity of an employee and (ii) with respect to a Director, the date that
such Director ceases to provide services to the Company as a member of the Board;
provided, however, that in each case such event constitutes a “separation from
service” within the meaning of Treasury Regulation § 1.409A-1(h). An Employee who
transfers employment between entities that are considered an “Employer” under this
Plan, regardless of whether such entity has adopted the Plan as a participating
employer, will not incur a Termination of Employment.
	 
	 	(qq)	 	“Trustee” means the individual or entity appointed to serve as trustee of any
trust established as a possible source of funds for the payment of benefits under this
Plan as provided in Section 7.1.
	 
	 	(rr)	 	“Unforeseeable Emergency” means a severe financial hardship to the Participant
resulting from (i) an illness or accident of the Participant, his spouse, his
beneficiary, or his dependent (as defined under section 152(a) of the Code), (ii) a
loss of the Participant’s property due to casualty, or (iii) any other similar
extraordinary and unforeseeable loss arising from events beyond the control of the
Participant, as determined by the Plan Administrator in its sole and absolute
discretion and in accordance with the requirements of section 409A of the Code.
	 
	 	 	 	A distribution on account of Unforeseeable Emergency may be made only to the extent
that the Participant’s need cannot be met through insurance reimbursements, the
liquidation of other assets (but only if such liquidation would not itself cause a
hardship), or by cessation of Cash Incentive Award Deferrals under the Plan. The
amount of the distribution cannot exceed the amount necessary to meet the need (plus
any taxes resulting from the distribution).
	 
	 	(ss)	 	“Unit” means a common unit of the Company.
	 
	 	(tt)	 	“Voluntary Resignation” means a Participant’s voluntary Termination of
Employment, other than for Normal Retirement.






	2.2	 	Construction. If any provision of this Plan is determined to be for any reason invalid or
unenforceable, the remaining provisions of this Plan will continue in full force and effect.
All of the provisions of this Plan will be construed and enforced in accordance with the laws
of the State of Delaware and will be administered according to the laws of such state, except
as otherwise required by ERISA, the Code or other applicable federal law. The term “delivered
to the Plan Administrator,” as used in this Plan, will include delivery to a person or persons
designated by the Plan Administrator for the disbursement and the receipt of administrative
forms. Delivery will be deemed to have occurred only when the form or other communication is
actually received. Headings and subheadings are for the purpose of reference only and are not
to be considered in the construction of this Plan. The pronouns “he,” “him” and “his” used in
the Plan will also refer to similar pronouns of the female gender unless otherwise qualified
by the context.





                                        

End of Article II




Calumet Specialty Products Partners, L.P.




Executive Deferred Compensation Plan




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ARTICLE III

PARTICIPATION AND FORFEITABILITY OF BENEFITS





	3.1	 	Eligibility and Participation.






	 	(a)	 	Determination of Eligibility. It is intended that eligibility to participate
in the Plan will be limited to Eligible Persons, as determined by the Plan
Administrator, in its sole and absolute discretion. During the Open Enrollment Period,
each Eligible Person will be contacted in writing and informed that he may elect to
defer portions of his Cash Incentive Award and will be provided with an Election Form
and such other forms as the Plan Administrator will determine. An Eligible Person will
become a Participant by completing all required forms and making a deferral election
during an Open Enrollment Period pursuant to Section 4.1. Eligibility to become a
Participant for any Plan Year will not entitle an Eligible Person to continue as an
Active Participant for any subsequent Plan Year.
	 
	 	(b)	 	Limits on Eligibility. The Plan Administrator may at any time, in its sole and
absolute discretion, limit the classification of Employees eligible to participate in
the Plan and/or may limit or terminate an Eligible Person’s participation in the Plan.
	 
	 	 	 	An Employee who takes an Unforeseeable Emergency distribution pursuant to Section
5.4 of this Plan will have his Cash Incentive Award Deferral under this Plan
suspended for the remainder of the Plan Year in which such distribution occurs.
	 
	 	(c)	 	Eligibility on Initial Employment. If an Eligible Person is employed or
elected to the Board during the Plan Year and designated by the Plan Administrator to
be a Participant for such year, such Eligible Person may elect to participate in the
Plan during the Special Enrollment Period for the remainder of such Plan Year, by
completing all required forms under Section 4.1 and making a Cash Incentive Award
Deferral election pursuant to Section 4.2. Designation as a Participant for the Plan
Year in which he is employed or elected to the Board will not entitle the Eligible
Person to continue as an Active Participant for any subsequent Plan Year.
	 
	 	(d)	 	Loss of Eligibility Status. A Participant under this Plan who separates from
employment with the Employer, or who ceases to be a Director, will continue as an
Inactive Participant under this Plan until the Participant has received payment of all
amounts payable to him under this Plan. In the event that an Eligible Person ceases
active participation in the Plan because the Eligible Person is no longer described as
a Participant pursuant to this Section 3.1, or because he ceases making deferrals of
Cash Incentive Awards, the Eligible Person will continue as an Inactive Participant
under this Plan until he has received payment of all amounts payable to him under this
Plan.






	3.2	 	Forfeitability of Benefits. Except as provided in Section 6.1, a Participant will at all
times have a nonforfeitable right to all amounts credited to his Account pursuant to Section
4.2. Amounts credited to a Participant’s Account pursuant to Section 4.3 shall be




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Executive Deferred Compensation Plan




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	 	 	nonforfeitable in accordance with the vesting schedule, if any, imposed on such amounts in
accordance with Section 4.3. As provided in Section 7.2, however, each Participant will be
only a general creditor of the Company and/or his Employer with respect to the payment of
any benefit under this Plan.







 




			
	

    End or Article III




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ARTICLE IV

DEFERRAL, COMPANY CONTRIBUTIONS, DIVIDENDS, ACCOUNTING





	4.1	 	General Rules Regarding Deferral Elections. An Eligible Person may become a Participant in
the Plan for the applicable Plan Year by electing during the Open Enrollment Period to defer
his Cash Incentive Award pursuant to the terms of this Section 4.1 on an Election Form. Such
Election Form will be submitted to the Plan Administrator by the date specified by the Plan
Administrator and will be effective with respect to any Cash Incentive Award the Participant
earns beginning January 1 of the Plan Year immediately following the Plan Year in which the
Election Form was properly submitted.
	 
	 	 	In the case of an Eligible Person who is newly employed or elected to the Board during the
Plan Year, the Election Form will be entered into within the Special Enrollment Period and
submitted to the Plan Administrator by the date specified by the Plan Administrator and the
specified deferral elections will only be effective with respect to a Cash Incentive Award
earned after the date such Election Form is received by the Plan Administrator.
	 
	 	 	A Participant’s Election Form will only be effective with respect to a single Plan Year and
will be irrevocable [for the duration of such Plan Year], except as provided in Sections
2.1(ll), 5.3, 6.1 and 10.3. Deferral elections for each applicable Plan Year of
participation will be made during the Open Enrollment Period pursuant to new Election Forms.
	 
	4.2	 	Cash Incentive Award Deferrals. Each Eligible Person may elect to defer a designated full
percentage of his Cash Incentive Award to the Plan, up to a maximum percentage of one hundred
percent (100%) of the Employee’s Cash Incentive Award for the applicable Plan Year, in
increments specified on the Participant’s Election Form. The deferred Cash Incentive Award
amount will be used to track Phantom Units credited to the Participant’s Account. A
Participant shall at all times be 100% vested in the Phantom Units tracked with a Cash
Incentive Award Deferral amount.
	 
	4.3	 	Company Contributions.






	 	(a)	 	Matching Contribution. The Employer may elect to make a Matching Contribution
to the Plan in any Plan Year with respect to all or any portion of the Cash Incentive
Award Deferral on behalf of all or some of the Participants for such Plan Year. Any
Matching Contribution credited by the Employer to the Participant’s Account will be in
the form of Phantom Units. Phantom Units credited to the Participant’s Account through
Matching Contributions may be subject to a vesting schedule established by the Plan
Administrator and set forth on Exhibit A.
	 
	 	(b)	 	Discretionary Contribution. The Employer may elect to make a Discretionary
Contribution to a Participant’s Account in such amount, and at such time, as will be
determined by the Board. Any Discretionary Contribution credited by the




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	 	 	 	Employer will be in the form of Phantom Units. Phantom Units credited to the
Participant’s Account through Discretionary Contributions may be subject to a
vesting schedule established by the Plan Administrator and set forth on Exhibit
A.






	4.4	 	Distribution Equivalent Rights. Phantom Units credited to a Participant’s Account will
receive DERs, and such DERs will be credited to the Participant’s Account in the form of
additional Phantom Units. Phantom Units credited to a Participant’s Account pursuant to a
Participant’s DERs will carry the same vesting period imposed on the original Phantom Units
such DERs relate to, and will be distributed at the same time that the original Phantom Units
to which such DERs relate are distributed to the Participant.
	 
	4.5	 	Accounting for Deferred Compensation.






	 	(a)	 	Phantom Units. The number of Phantom Units to be credited to a Participant’s
Account pursuant to his Cash Incentive Award Deferral or DERs credited to his Account
will be the quotient obtained by dividing (i) the amount of the Cash Incentive Award
Deferral, or the aggregate amount of DERs, as applicable, by (ii) the Fair Market Value
of one Company Unit on the day of the deferral or the crediting of the DERs, as
applicable.
	 
	 	(b)	 	Accounts. The Company may, in its sole and absolute discretion, establish and
maintain an Account for each Participant under this Plan. Each Account will be
adjusted at least quarterly to reflect the Fair Market Value of the Phantom Units
credited thereto, and any distributions that may have been made pursuant to Article V.
The Phantom Units directly tracked pursuant to a Cash Incentive Award Deferral amount
will be credited to the Participant’s Account on the same date on which such related
Cash Incentive Award would have been paid to the Participant had the Participant not
elected to defer such amount pursuant to the terms and provisions of the Plan. Any
Phantom Units directly credited to the Participant’s Account pursuant to a Matching
Contribution or a Discretionary Contribution will be credited to each Participant’s
Account at such times as determined by the Board. Phantom Units credited to a
Participant’s Account pursuant to a DER will be credited to each Participant’s Account
on the same day the DER would have been distributed to the Participant had the DER not
been credited to the Participant’s Account in the form of a Phantom Unit. In the sole
and absolute discretion of the Plan Administrator, more than one Account may be
established for each Participant to facilitate record-keeping convenience and accuracy.
Each such Account will be credited and adjusted as provided in this Plan.
	 
	 	(c)	 	Accounts Held in Trust. Amounts credited to Participants’ Accounts may be
secured by one or more trusts, as provided in Section 7.1, but will be subject to the
claims of the general creditors of each such Participant’s Employer. Although the
assets of such trust will be separate and apart from other funds of the Employer and
will be used for the purposes set forth therein, neither the Participants nor their
Beneficiaries will have any preferred claim on, or any beneficial ownership in, any
assets of the trust prior to the time such assets are paid to the Participants or
Beneficiaries, as benefits and all rights created under




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	 	 	 	this Plan will be unsecured contractual rights of Plan Participants and
Beneficiaries against the Employer. Any assets held in the trust with respect to a
Participant will be subject to the claims of the general creditors of that
Participant’s Employer under federal and state law in the event of insolvency. The
assets of any trust established pursuant to this Plan will never inure to the
benefit of the Employer and the same will be held for the exclusive purpose of
providing benefits to that Employer’s Participants and their beneficiaries.





                                        

End of Article IV




Calumet Specialty Products Partners, L.P.




Executive Deferred Compensation Plan




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ARTICLE V

VESTING AND DISTRIBUTION OF BENEFITS





	5.1	 	Distribution Election. At the time an Eligible Person first becomes a Participant in the
Plan (i.e., elects to make Cash Incentive Award Deferrals or is awarded a Discretionary
Contribution under the Plan), such Participant must elect the time in which his vested Account
balance will be distributed, other than pursuant to the distribution of a Participant’s
Accounts pursuant to Sections 5.5 or 5.6. A Participant’s distribution election will be
irrevocable and will apply to all deferrals and contributions made with respect to that
Participant under the Plan for the applicable Plan Year to which the election applies.






	 	(a)	 	Time of Distribution. A Participant may, subject to the six (6) month and one
(1) day delay applicable to Key Employees in Section 5.2, elect to receive a
distribution of his vested Plan Account upon his:






	 	(i)	 	Termination of Employment; or
	 
	 	(ii)	 	Scheduled Withdrawal Date, or his Termination of Employment, if
sooner.






	 	(b)	 	Manner of Distribution. The Plan Administrator, in its sole discretion, shall
distribute a Participant’s Account balance in Units, cash, or any combination of Units
and cash; provided, however, that no fractional Units will be distributed to any
Participant. In the event that the Plan Administrator determines to distribute a
Participant’s Account wholly or partially in Units, any fractional Unit will be paid
instead in cash.
	 
	 	(c)	 	Failure to Elect Distribution. In the event that a Participant fails to elect
the time in which his Account balance will be paid upon his Termination of Employment,
such Account balance will be distributed as soon as practicable following the
Participant’s Termination of Employment, but in no event later than the 60th day
following the Participant’s Termination of Employment (subject to the six (6) month and
one (1) day delay applicable to Key Employees described in Section 5.2).
	 
	 	(d)	 	Taxation of Distributions. All distributions from the Plan will be taxable as
ordinary income when received and subject to appropriate withholding of income taxes.






	5.2	 	Termination Distributions to Key Employees. In the event that a Participant is also a Key
Employee on the date of his Termination of Employment and a distribution of his Account is to
occur on account of a Termination of Employment, such payment will be delayed, unless
otherwise payable without the imposition of penalty taxes pursuant to section 409A of the
Code, for a period of six (6) months and one (1) day following such Participant’s Termination
of Employment. This six (6) month and one (1) day restriction will not apply, or will cease
to apply, with respect to a distribution to a Participant’s Beneficiary by reason of the death
of the Participant. No DERs shall be credited to the Participant’s Account during the six (6)
month delay period.




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	5.3	 	Scheduled In-Service Withdrawals. A Participant who elects a Scheduled In-Service Withdrawal
pursuant to Section 5.1 may, with the Employer’s permission, subsequently elect to delay such
distribution for a period of at least five (5) additional calendar years; provided, however,
that such election is made at least (12) twelve months prior to the date that such
distribution would otherwise be made. Further, in the event that a Participant elects a
Scheduled In-Service Withdrawal and incurs a Termination of Employment prior to the Scheduled
Withdrawal Date, the Participant’s Scheduled In-Service Withdrawal election and Cash Incentive
Award Deferral election under Section 4.2, Section 4.3 or Section 4.4, respectively, will be
cancelled and the Participant’s entire vested Account balance will be distributed upon the
Participant’s Termination of Employment.
	 
	5.4	 	Unforeseeable Emergency. Upon application by the Participant, the Plan Administrator, in its
sole and absolute discretion, may direct payment of all or a portion of the Participant’s
Account balance prior to his Termination of Employment and any Scheduled Withdrawal Date in
the event of an Unforeseeable Emergency. Any such application will set forth the
circumstances constituting such Unforeseeable Emergency. The Plan Administrator will determine
whether to grant an application for a distribution on account of an Unforeseeable Emergency in
accordance with guidance issued pursuant to section 409A of the Code. Specifically, the
amount distributable on account of an Unforeseeable Emergency must be limited to the amount
reasonably necessary to satisfy the need (plus any taxes resulting from the distribution). A
distribution on account of an Unforeseeable Emergency may be made only to the extent that the
Participant’s need cannot be met through insurance reimbursements, the liquidation of other
assets (but only if such liquidation would not itself cause a hardship), or by cessation of
Cash Incentive Award Deferrals under the Plan. However, the determination of an Unforeseeable
Emergency is not required to take into account additional compensation that could be paid to
the Participant, but which has not actually been paid, under any other nonqualified deferred
compensation plan in which the Participant participates.
	 
	 	 	A Participant who takes an Unforeseeable Emergency distribution pursuant to this Section 5.4
will have his Cash Incentive Award Deferrals (and related Matching Contributions) under this
Plan suspended for the remainder of the Plan Year in which such Unforeseeable Emergency
distribution occurs.
	 
	5.5	 	Accelerated Vesting and Distribution of Accounts. Notwithstanding the Participant’s
distribution election pursuant to Section 5.1 above, in the event that any of the following
events occur while a Participant is employed by the Employer, all vesting restrictions on a
Participant’s Phantom Units will lapse and all Phantom Units will be deemed 100% vested, and
an automatic distribution of the Participant’s Account will occur as soon as practicable, but
in no event later than the 60th day following the date of the event (unless otherwise subject
to the Key Employee delay period described in Section 5.2):






	 	(a)	 	Change of Control.
	 
	 	(b)	 	Participant’s Death or Disability. The six (6) month and one (1) day
restriction on distributions to Key Employees under Section 5.2 will not apply in the
event of a Participant’s death.




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	 	 	 	In the event a terminated Participant dies before receiving a full distribution of
his Account, the remaining Account balance will be distributed to the Participant’s
Beneficiary within (60) days following the date of the Participant’s death.
	 
	 	(c)	 	Participant’s Normal Retirement.






	5.6	 	Termination of Employment Pursuant to a Termination for Cause or Voluntary Resignation. If a
Participant has a Termination of Employment pursuant to a Termination for Cause or a Voluntary
Resignation, the Participant’s Account will be considered vested only to the extent vested on
the Participant’s Termination of Employment.
	 
	5.7	 	Relationship with the LTIP. In the event that the Plan Administrator determines to
distribute a Participant’s Account or any portion of a Participant’s Account in Units, such
Units will be distributed upon the approval of the Company’s Board (or the Compensation
Committee thereof) and pursuant to the LTIP. The Units will also be subject to any additional
restrictions imposed on Units pursuant to the LTIP.
	 
	5.8	 	Withholding. Any taxes or other legally required withholdings any distributions to
Participants or Beneficiaries under the Plan will be deducted and withheld by the Employer,
benefit provider or funding agent as required pursuant to applicable law. A Participant or
Beneficiary will be provided with a tax withholding election form for purposes of federal and
state tax withholding, if applicable.
	 
	5.9	 	Impact of Reemployment on Benefits. If a Participant incurs a Termination of Employment and
is scheduled to receive payments from the Plan and such Participant is reemployed by the
Employer, then such Participant’s payments will commence as scheduled during the period of his
reemployment. A Participant will not automatically be eligible to participate in the Plan
upon his reemployment, such eligibility to be determined at the discretion of the Plan
Administrator.





                                        

End of Article V




Calumet Specialty Products Partners, L.P.




Executive Deferred Compensation Plan




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ARTICLE VI

PAYMENT LIMITATIONS





	6.1	 	Spousal Claims.






	 	(a)	 	In the event that an Alternate Payee is entitled to all or a portion of a
Participant’s Accounts pursuant to the terms of a DRO, such Alternate Payee will have
the following distribution rights with respect to such Participant’s Account to the
extent set forth pursuant to the terms of the DRO:






	 	(i)	 	payment of benefits in a lump sum in cash or Units as soon as
practicable following the acceptance of the DRO by the Plan Administrator;
	 
	 	(ii)	 	payment of benefits in a lump sum in cash or Units in the first
January following, or in the second January following, but not later than the
second January following, the acceptance of the DRO by the Plan Administrator;
	 
	 	(iii)	 	payment of benefits in substantially equal annual or monthly
installments over a period of not less than one (1) nor more than fifteen (15)
years from the date the DRO is accepted by the Plan Administrator, but only if
the Alternate Payee has an Account balance in excess of one hundred thousand
dollars ($100,000);
	 
	 	(iv)	 	payment of benefits in substantially equal annual or monthly
installments over a period of not less than one (1) nor more than fifteen (15)
years beginning the first January following, or the second January following,
the date the DRO is accepted by the Plan Administrator, but only if the
Alternate Payee has an Account balance in excess of one hundred thousand
dollars ($100,000);
	 
	 	(v)	 	payment of benefits in substantially equal annual installments
over a period of not less than one (1) nor more than fifteen (15) years from
the date the DRO is accepted by the Plan Administrator, but only if the
Alternate Payee has an Account balance in excess of ten thousand dollars
($10,000) and less than one hundred thousand dollars ($100,000); and
	 
	 	(vi)	 	payment of benefits in substantially equal annual installments
over a period of not less than one (1) nor more than fifteen (15) years
beginning the first January following, or the second January following, the
date the DRO is accepted by the Plan Administrator, but only if the Alternate
Payee has an Account balance in excess of ten thousand dollars ($10,000) and
less than one hundred thousand dollars ($100,000).






	 	 	 	Installments will be made on a monthly or annual basis, as determined above.
	 
	 	 	 	An Alternate Payee with respect to a DRO that provides for any of the distributions
described in subsections (ii), (iii), (iv), (v) or (vi) above, must complete and
deliver to the Plan Administrator all required forms within thirty




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	 	 	 	(30) days from the date the Alternate Payee is notified by the Plan Administrator
that the DRO has been accepted. Any Alternate Payee who does not complete and
deliver to the Plan Administrator all required forms and/or whose DRO does not
provide for any of the distributions described in subsections (ii), (iii), (iv), (v)
or (vi) above will receive his benefits in a lump sum according to subsection (i)
above.
	 
	 	(b)	 	Any taxes or other legally required withholdings from payments to such
Alternate Payee will be deducted and withheld by the Employer, benefit provider or
funding agent. The Alternate Payee will be provided with a tax withholding election
form for purposes of federal and state tax withholding, if applicable.
	 
	 	(c)	 	The Plan Administrator will have sole and absolute discretion to determine
whether a judgment, decree or order is a DRO, to determine whether a DRO will be
accepted for purposes of this Section 6.1 and to make interpretations under this
Section 6.1, including determining who is to receive benefits, all calculations of
benefits and determinations of the form of such benefits, and the amount of taxes to be
withheld. The decisions of the Plan Administrator will be binding on all parties with
an interest.
	 
	 	(d)	 	Any benefits payable to an Alternate Payee pursuant to the terms of a DRO will
be subject to all provisions and restrictions of the Plan and any dispute regarding
such benefits will be resolved pursuant to the Plan claims procedure in Article VIII.






	6.2	 	Legal Disability. If a person entitled to any payment under this Plan is, in the sole
judgment of the Plan Administrator, under a legal disability, or otherwise is unable to apply
such payment to his own interest and advantage, the Plan Administrator, in the exercise of its
discretion, may direct the Employer or payor of the benefit to make any such payment in any
one or more of the following ways:






	 	(a)	 	Directly to such person;
	 
	 	(b)	 	To his legal guardian or conservator; or
	 
	 	(c)	 	To his spouse or to any person charged with the duty of his support, to be
expended for his benefit and/or that of his dependents.






	 	 	The decision of the Plan Administrator will in each case be final and binding upon all
persons in interest, unless the Plan Administrator reverses its decision due to changed
circumstances.
	 
	6.3	 	Assignment. Except as provided in Section 6.1, no Participant or Beneficiary will have any
right to assign, pledge, transfer, convey, hypothecate, anticipate or in any way create a lien
on any amounts payable under this Plan. No amounts payable under this Plan will be subject to
assignment or transfer or otherwise be alienable, either by voluntary or




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	 	 	involuntary act, or by operation of law, or subject to attachment, execution, garnishment,
sequestration or other seizure under any legal, equitable or other process, or be liable in
any way for the debts or defaults of Participants and their Beneficiaries.





                                        

End of Article VI




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Executive Deferred Compensation Plan




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ARTICLE VII

FUNDING





	7.1	 	Funding. Benefits under this Plan will be funded solely by the Employer. Benefits under
this Plan will constitute an unfunded general obligation of the Employer, but the Employer may
create reserves, funds and/or provide for amounts to be held in trust to fund such benefits on
its behalf. Payment of benefits may be made by the Employer, any trust established by the
Employer or through a service or benefit provider to the Employer or such trust.
	 
	7.2	 	Creditor Status. Participants and their Beneficiaries will be general unsecured creditors of
their respective Employer with respect to the payment of any benefit under this Plan, unless
such benefits are provided under a contract of insurance or an annuity contract that has been
delivered to Participants, in which case Participants and their Beneficiaries will look to the
insurance carrier or annuity provider for payment, and not to the Employer. The Employer’s
obligation for such benefit will be discharged by the purchase and delivery of such annuity or
insurance contract.





                                        

End of Article VII




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Executive Deferred Compensation Plan




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ARTICLE VIII

ADMINISTRATION





	8.1	 	The Board. The overall administration of the Plan will be the responsibility of the Board,
or any entity, committee or individual(s) the Board may delegate the responsibility of
administering the Plan.
	 
	8.2	 	Powers of Board. The Board will have sole and absolute discretion regarding the exercise of
its powers and duties under this Plan. In order to effectuate the purposes of the Plan, the
Board will have the following powers and duties:






	 	(a)	 	To appoint a Plan Administrator.
	 
	 	(b)	 	To review and render decisions respecting a denial of a claim for benefits
under the Plan;
	 
	 	(c)	 	To construe the Plan and to make equitable adjustments for any mistakes or
errors made in the administration of the Plan; and
	 
	 	(d)	 	To determine and resolve, in its sole and absolute discretion, all questions
relating to the administration of the Plan and any trust established to secure the
assets of the Plan (i) when differences of opinion arise between the Company, an
Affiliate, the Plan Administrator, the Trustee, a Participant, or any of them, and (ii)
whenever it is deemed advisable to determine such questions in order to promote the
uniform and nondiscriminatory administration of the Plan for the greatest benefit of
all parties concerned.






	 	 	The foregoing list of express powers is not intended to be either complete or conclusive,
and the Board will, in addition, have such powers as it may reasonably determine to be
necessary or appropriate in the performance of its powers and duties under the Plan.
	 
	8.3	 	Appointment of Plan Administrator. The Board may appoint Plan Administrator other than the
Board, who will have the responsibility and duty to administer the Plan on a daily basis. The
Board may delegate all or some of its powers under the Plan to the Plan Administrator. The
Board may remove the Plan Administrator with or without cause at any time. The Plan
Administrator may resign upon written notice to the Board.
	 
	8.4	 	Duties of Plan Administrator. The Plan Administrator will have sole and absolute discretion
regarding the exercise of its powers and duties under this Plan. The Plan Administrator will
have the following powers and duties:






	 	(a)	 	To direct the administration of the Plan in accordance with the provisions
herein set forth;
	 
	 	(b)	 	To adopt rules of procedure and regulations necessary for the administration of
the Plan, provided such rules are not inconsistent with the terms of the Plan;
	 
	 	(c)	 	To determine all questions with regard to rights of Employees, Participants,
and Beneficiaries under the Plan including, but not limited to, questions involving




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	 	 	 	eligibility of an Employee to participate in the Plan and the value of a
Participant’s Accounts;
	 
	 	(d)	 	To enforce the terms of the Plan and any rules and regulations adopted by the
Board;
	 
	 	(e)	 	To review and render decisions respecting a claim for a benefit under the Plan;
	 
	 	(f)	 	To furnish the Employer with information that the Employer may require for tax
or other purposes;
	 
	 	(g)	 	To engage the service of counsel (who may, if appropriate, be counsel for the
Employer), actuaries, and agents whom it may deem advisable to assist it with the
performance of its duties;
	 
	 	(h)	 	To prescribe procedures to be followed by Participants in obtaining benefits;
	 
	 	(i)	 	To receive from the Employer and from Participants such information as is
necessary for the proper administration of the Plan;
	 
	 	(j)	 	To establish and maintain, or cause to be maintained, the individual Accounts
described in Section 4.5;
	 
	 	(k)	 	To create and maintain such records and forms as are required for the efficient
administration of the Plan;
	 
	 	(l)	 	To make all determinations and computations concerning the benefits, credits
and debits to which any Participant, or other Beneficiary, is entitled under the Plan;
	 
	 	(m)	 	To give the Trustee of any trust established to serve as a source of funds
under the Plan specific directions in writing with respect to:






	 	(i)	 	making distribution payments, giving the names of the payees,
specifying the amounts to be paid and the time or times when payments will be
made; and
	 
	 	(ii)	 	making any other payments which the Trustee is not by the terms
of the trust agreement authorized to make without a direction in writing by the
Plan Administrator;






	 	(n)	 	To comply with all applicable lawful reporting and disclosure requirements of
ERISA;
	 
	 	(o)	 	To comply (or transfer responsibility for compliance to the Trustee) with all
applicable federal income tax withholding requirements for benefit distributions; and
	 
	 	(p)	 	To construe the Plan, in its sole and absolute discretion, and make equitable
adjustments for any errors made in the administration of the Plan.




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	 	 	The foregoing list of express duties is not intended to be either complete or conclusive,
and the Plan Administrator will, in addition, exercise such other powers and perform such
other duties as it may deem necessary, desirable, advisable or proper for the supervision
and administration of the Plan.
	 
	8.5	 	Indemnification of Board and Plan Administrator. To the extent not covered by insurance, or
if there is a failure to provide full insurance coverage for any reason, and to the extent
permissible under corporate by-laws and other applicable laws and regulations, the Employer
agrees to hold harmless and indemnify the Board and Plan Administrator against any and all
claims and causes of action by or on behalf of any and all parties whomsoever, and all losses
therefrom, including, without limitation, costs of defense and reasonable attorneys’ fees,
based upon or arising out of any act or omission relating to or in connection with the Plan
other than losses resulting from the Board’s, or any such person’s commission of fraud or
willful misconduct.
	 
	8.6	 	Claims for Benefits.






	 	(a)	 	Initial Claim. In the event that an Employee, Eligible Person, Participant or
his Beneficiary claims to be eligible for benefits, or claims any rights under this
Plan, such claimant must complete and submit such claim forms and supporting
documentation as will be required by the Plan Administrator, in its sole and absolute
discretion. Likewise, any Participant or Beneficiary who feels unfairly treated as a
result of the administration of the Plan, must file a written claim, setting forth the
basis of the claim, with the Plan Administrator. In connection with the determination
of a claim, or in connection with review of a denied claim, the claimant may examine
this Plan, and any other pertinent documents generally available to Participants that
are specifically related to the claim.
	 
	 	 	 	A written notice of the disposition of any such claim will be furnished to the
claimant within ninety (90) days after the claim is filed with the Plan
Administrator. Such notice will refer, if appropriate, to pertinent provisions of
this Plan, will set forth in writing the reasons for denial of the claim if a claim
is denied (including references to any pertinent provisions of this Plan) and, where
appropriate, will describe any additional material or information necessary for the
claimant to perfect the claim and an explanation of why such material or information
is necessary. If the claim is denied, in whole or in part, the claimant will also
be notified of the Plan’s claim review procedure and the time limits applicable to
such procedure, including the claimant’s right to bring a civil action under section
502(a) of ERISA following an adverse benefit determination on review as provided
below. All benefits provided in this Plan as a result of the disposition of a claim
will be paid as soon as practicable following receipt of proof of entitlement, if
requested.
	 
	 	(b)	 	Request for Review. Within ninety (90) days after receiving written notice of
the Plan Administrator’s disposition of the claim, the claimant may file with the Board
a written request for review of his claim. In connection with the request for review,
the claimant will be entitled to be represented by counsel and will be given, upon
request and free of charge, reasonable access to all pertinent




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	 	 	 	documents for the preparation of his claim. If the claimant does not file a written
request for review within ninety (90) days after receiving written notice of the
Plan Administrator’s disposition of the claim, the claimant will be deemed to have
accepted the Plan Administrator’s written disposition, unless the claimant was
physically or mentally incapacitated so as to be unable to request review within the
ninety (90) day period.
	 
	 	(c)	 	Decision on Review. After receipt by the Board of a written application for
review of his claim, the Board will review the claim taking into account all comments,
documents, records and other information submitted by the claimant regarding the claim
without regard to whether such information was considered in the initial benefit
determination. The Board will notify the claimant of its decision by delivery or by
certified or registered mail to his last known address. A decision on review of the
claim will be made by the Board at its next meeting following receipt of the written
request for review. If no meeting of the Board is scheduled within forty-five (45)
days of receipt of the written request for review, then the Board will hold a special
meeting to review such written request for review within such forty-five (45) day
period. If special circumstances require an extension of the forty-five (45) day
period, the Board will so notify the claimant and a decision will be rendered within
ninety (90) days of receipt of the request for review. In any event, if a claim is not
determined by the Board within ninety (90) days of receipt of written submission for
review, it will be deemed to be denied.
	 
	 	 	 	The decision of the Board will be provided to the claimant as soon as possible but
no later than five (5) days after the benefit determination is made. The decision
will be in writing and will include the specific reasons for the decision presented
in a manner calculated to be understood by the claimant and will contain references
to all relevant Plan provisions on which the decision was based. Such decision will
also advise the claimant that he may receive upon request, and free of charge,
reasonable access to and copies of all documents, records and other information
relevant to his claim and will inform the claimant of his right to bring a civil
action under section 502(a) of ERISA in the case of an adverse decision regarding
his appeal. The decision of the Board will be final and conclusive.






	8.7	 	Receipt and Release of Necessary Information. In implementing the terms of this Plan, the
Plan Administrator may, without the consent of or notice to any person, release to or obtain
from any other insuring entity or other organization or person any information, with respect
to any person, which the Plan Administrator deems to be necessary for such purposes. Any
Participant or Beneficiary claiming benefits under this Plan will furnish to the Plan
Administrator such information as may be necessary to determine eligibility for and amount of
benefit, as a condition of claiming and receiving such benefit.
	 
	8.8	 	Overpayment and Underpayment of Benefits. The Plan Administrator may adopt, in its sole and
absolute discretion, whatever rules, procedures and accounting practices are appropriate in
providing for the collection of any overpayment of benefits. If a Participant or Beneficiary
receives an underpayment of benefits, the Plan Administrator




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	 	 	will direct that payment be made as soon as practicable to make up for the underpayment. If
an overpayment is made to a Participant or Beneficiary, for whatever reason, the Plan
Administrator may, in its sole and absolute discretion, withhold payment of any further
benefits under the Plan until the overpayment has been collected or may require repayment of
benefits paid under this Plan without regard to further benefits to which the Participant or
Beneficiary may be entitled.





                                        

End of Article VIII




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Executive Deferred Compensation Plan




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ARTICLE IX

OTHER BENEFIT PLANS OF THE COMPANY





	9.1	 	Other Plans. Nothing contained in this Plan will prevent a Participant prior to his death,
or a Participant’s spouse or other Beneficiary after such Participant’s death, from receiving,
in addition to any payments provided for under this Plan, any payments provided for under any
other plan or benefit program of the Employer, or which would otherwise be payable or
distributable to him, his surviving spouse or Beneficiary under any plan or policy of the
Employer or otherwise. Nothing in this Plan will be construed as preventing the Company or
any of its Affiliates from establishing any other or different plans providing for current or
deferred compensation for Employees and/or Directors. Unless otherwise specifically provided
in any plan of the Company intended to “qualify” under section 401 of the Code, Cash Incentive
Award Deferrals made under this Plan will constitute earnings or compensation for purposes of
determining contributions or benefits under such qualified plan.





                                        

End of Article IX




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Executive Deferred Compensation Plan




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ARTICLE X

AMENDMENT AND TERMINATION OF THE PLAN





	10.1	 	Continuation. The Company intends to continue this Plan indefinitely, but nevertheless
assumes no contractual obligation beyond the promise to pay the benefits described in this
Plan.
	 
	10.2	 	Amendment of Plan. The Company, through an action of the Board, reserves the right in its
sole and absolute discretion to amend this Plan in any respect at any time. No amendment may
adversely impact the amount of benefits a Participant has accrued under the Plan at such time
except to the extent required by applicable law.
	 
	10.3	 	Termination of Plan. The Company, through an action of the Board, may terminate or suspend
this Plan in whole or in part at any time, provided that no such termination or suspension
will deprive a Participant, or person claiming benefits under this Plan through a Participant,
of any amount credited to his Accounts under this Plan up to the date of suspension or
termination, except as required by applicable law and pursuant to the valuation of such
Accounts pursuant to Section 4.5. Notwithstanding any provision of this Plan to the contrary,
upon the complete termination of the Plan, the Board, in its sole and absolute discretion, may
direct that the Plan Administrator treat each Participant as having incurred a Termination of
Employment and to commence the distribution of each such Participant’s Account to him or his
Beneficiary, as applicable, in the form elected (or deemed elected) by such Participant
pursuant to Section 5.1 (or in the form required by section 409A of the Code) to the extent
that the commencement of such distribution will not violate section 409A of the Code.
	 
	 	 	The Plan may be terminated and liquidated under the following circumstances:






	 	(a)	 	Corporate Dissolution or Bankruptcy. The Board may terminate and liquidate the
Plan within twelve (12) months of a corporate dissolution taxed under section 331 of
the Code or with the approval of a bankruptcy court pursuant to 11 U.S.C. §
503(b)(1)(A), provided that the amounts deferred under the Plan are included in
Participants’ gross incomes in the latest of the following years (or if earlier, the
taxable year in which the amount is actually or constructively received):






	 	(i)	 	The calendar year in which the Plan termination and liquidation
occurs.
	 
	 	(ii)	 	The first calendar year in which the amount is no longer
subject to a substantial risk of forfeiture.
	 
	 	(iii)	 	The first calendar year in which the payment is
administratively practicable.






	 	(b)	 	Change in Control. The Board may terminate and liquidate the Plan within the
thirty (30) days preceding or the twelve (12) months following a change in control
event, as defined in Treasury Regulation § 1.409A-3(i)(5)), provided that all plans or
arrangements that would be aggregated with the Plan under section 409A of the Code are
also terminated and liquidated with respect to each Participant that experienced the
change in control event so that under the terms of the Plan and all




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	 	 	 	such arrangements the Participant is required to receive all amounts of compensation
deferred under such arrangements within twelve (12) months of the termination of the
Plan or arrangement, as applicable. In the case of a change of control event which
constitutes a sale of assets, the termination of the Plan pursuant to this Section
11.2(b) may be made with respect to the Employer that is primarily liable
immediately after the change of control transaction for the payment of benefits
under the Plan.
	 
	 	(c)	 	Termination of Plan. The Board may terminate and liquidate the Plan provided
that (i) the termination and liquidation does not occur by reason of a downturn of the
financial health of the Company or an Employer, (ii) all plans or arrangements that
would be aggregated with the Plan under section 409A of the Code are also terminated
and liquidated, (iii) no payments in liquidation of the Plan are made within twelve
(12) months of the date of termination of the Plan other than payments that would be
made in the ordinary course operation of the Plan, (iv) all payments are made within
twenty-four (24) months of the date the Plan is terminated and (v) the Company or the
Employer, as applicable depending on whether the Plan is terminated with respect to
such entity, do not adopt a new plan that would be aggregated with the Plan within
three (3) years of the date of the termination of the Plan.






	10.4	 	Termination of Affiliate’s Participation. An Affiliate may terminate its participation in
the Plan at any time by an action of its governing body and providing written notice to the
Company. Likewise, the Company may terminate an Affiliate’s participation in the Plan at any
time by an action of the Board and providing written notice to the Affiliate. The effective
date of any such termination will be the later of the date specified in the notice of the
termination of participation or the date on which the Plan Administrator can administratively
implement such termination. In the event that an Affiliate’s participation in the Plan is
terminated, each Participant employed by such Affiliate will continue to participate in the
Plan as an Inactive Participant and will be entitled to a distribution of his entire Account
or a portion thereof upon the earlier of his Scheduled Withdrawal Date, if any, or his
Termination of Employment, in the form elected (or deemed elected) by such Participant
pursuant to Section 5.1.





                                        

End of Article X




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Executive Deferred Compensation Plan




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ARTICLE XI

MISCELLANEOUS





	11.1	 	No Reduction of Employer Rights. Nothing contained in this Plan will be construed as a
contract of employment between the Employer and an Employee, or as a right of any Employee to
continue in the employment of the Employer, or as a limitation of the right of the Employer to
discharge any of its Employees, with or without cause or as a right of any Director to be
renominated to serve as a Director.
	 
	11.2	 	Provisions Binding. All of the provisions of this Plan will be binding upon all persons who
will be entitled to any benefit hereunder, their heirs and personal representatives.





                                        

End of Article XI




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Executive Deferred Compensation Plan




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IN WITNESS WHEREOF, this Plan has been executed on this 18th day of December, 2008.




	 	 	 	 	 
	 	CALUMET SPECIALTY PRODUCTS
PARTNERS, L.P.



By: Calumet GP, LLC, its General Partner

 	 
	 	By:  	/s/ Fred M. Fehsenfeld Jr.
 	 
	 	Print  Name: 	Fred M. Fehsenfeld Jr. 	 
	 	Title:  	Chairman 	 
	 



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Executive Deferred Compensation Plan




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EXHIBIT A1




2009 VESTING SCHEDULES



1. Vesting Schedule for Phantom Units credited to a Participant’s Account pursuant to Matching
Contributions:




	 	 	 	 	 
	Years Held	 	Percentage Vested
	Less than one year
	 	 	0	%
	At least one year but less than two years
	 	 	25	%
	At least two years but less than three years
	 	 	50	%
	At least three years but less than four years
	 	 	75	%
	At least four years
	 	 	100	%





2. Vesting Schedule for Phantom Units credited to a Participant’s Account pursuant to
Discretionary Contributions:




	 	 	 	 	 
	Years Held	 	Percentage Vested
	Less than one year
	 	 	0	%
	At least one year but less than two years
	 	 	25	%
	At least two years but less than three years
	 	 	50	%
	At least three years but less than four years
	 	 	75	%
	At least four years
	 	 	100	%






 




			
	1	 	This Exhibit A may be updated from time to time without
the need for a formal amendment to the Plan, upon approval by the Board.





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Executive Deferred Compensation Plan




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