ex10_4.htm


    
      
        
          

        

      

    

    Exhibit
10.4

     

    
      GENESIS
ENERGY, LLC

      


      DEFERRED
COMPENSATION PLAN


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	 
      	 
      	 
      	
                                                    Page

                                                  
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                                    ARTICLE
      I DEFINITIONS AND GENERAL PROVISIONS

                                                  	
                                                    1

                                                  
	 
      	
                                                    1.1

                                                  	
                                                    Definitions

                                                  	
                                                    1

                                                  
	 
      	
                                                    1.2

                                                  	
                                                    General
      Provisions

                                                  	
                                                    3

                                                  
	 
      	 
      	 
      	 
      
	
                                                    ARTICLE
      II PARTICIPATION

                                                  	
                                                    3

                                                  
	 
      	
                                                    2.1

                                                  	
                                                    General
      Eligibility Conditions

                                                  	
                                                    3

                                                  
	 
      	
                                                    2.2

                                                  	
                                                    Specific
      Conditions for Active Participation

                                                  	
                                                    4

                                                  
	 
      	
                                                    2.3

                                                  	
                                                    Termination
      of Participation

                                                  	
                                                    4

                                                  
	 
      	
                                                    2.4

                                                  	
                                                    Participation
      by Other Employers

                                                  	
                                                    4

                                                  
	 
      	 
      	 
      	 
      
	
                                                    ARTICLE
      III DEFERRED COMPENSATION

                                                  	
                                                    4

                                                  
	 
      	
                                                    3.1

                                                  	
                                                    Record
      of Account

                                                  	
                                                    4

                                                  
	 
      	
                                                    3.2

                                                  	
                                                    Confidentiality
      and Non-Competition Agreement

                                                  	
                                                    4

                                                  
	 
      	 
      	 
      	 
      
	
                                                    ARTICLE
      IV DISTRIBUTION OF BENEFITS

                                                  	
                                                    4

                                                  
	 
      	
                                                    4.1

                                                  	
                                                    Distribution
      Timing

                                                  	
                                                    4

                                                  
	 
      	
                                                    4.2

                                                  	
                                                    Distribution
      upon Death

                                                  	
                                                    5

                                                  
	 
      	
                                                    4.3

                                                  	
                                                    Withdrawals
      for Unforeseeable Emergency

                                                  	
                                                    5

                                                  
	 
      	
                                                    4.4

                                                  	
                                                    Acceleration
      of Payment

                                                  	
                                                    5

                                                  
	 
      	
                                                    4.5

                                                  	
                                                    Delay
      of Payment

                                                  	
                                                    6

                                                  
	 
      	
                                                    4.6

                                                  	
                                                    Assignment
      and Assumption of Liabilities

                                                  	
                                                    7

                                                  
	 
      	 
      	 
      	 
      
	
                                                    ARTICLE
      V PLAN ADMINISTRATION

                                                  	
                                                    7

                                                  
	 
      	
                                                    5.1

                                                  	
                                                    Administration

                                                  	
                                                    7

                                                  
	 
      	
                                                    5.2

                                                  	
                                                    Administrative
      Committee

                                                  	
                                                    7

                                                  
	 
      	
                                                    5.3

                                                  	
                                                    Filing
      Claims

                                                  	
                                                    8

                                                  
	 
      	
                                                    5.4

                                                  	
                                                    Notification
      to Claimant

                                                  	
                                                    8

                                                  
	 
      	
                                                    5.5

                                                  	
                                                    Review
      Procedure

                                                  	
                                                    8

                                                  
	 
      	
                                                    5.6

                                                  	
                                                    Payment
      of Expenses

                                                  	
                                                    8

                                                  
	 
      	 
      	 
      	 
      
	
                                                    ARTICLE
      VI AMENDMENT AND TERMINATION

                                                  	
                                                    9

                                                  
	 
      	
                                                    6.1

                                                  	
                                                    Amendment

                                                  	
                                                    9

                                                  
	 
      	 
      	 
      	 
      
	
                                                    ARTICLE
      VII MISCELLANEOUS PROVISIONS

                                                  	
                                                    9

                                                  
	 
      	
                                                    7.1

                                                  	
                                                    Employment
      Relationship

                                                  	
                                                    9

                                                  
	 
      	
                                                    7.2

                                                  	
                                                    Facility
      of Payments

                                                  	
                                                    9

                                                  
	 
      	
                                                    7.3

                                                  	
                                                    Funding

                                                  	
                                                    9

                                                  
	 
      	
                                                    7.4

                                                  	
                                                    Anti-Assignment

                                                  	
                                                    10

                                                  
	 
      	
                                                    7.5

                                                  	
                                                    Unclaimed
      Interests

                                                  	
                                                    10

                                                  
	 
      	
                                                    7.6

                                                  	
                                                    References
      to Code, Statutes and Regulations

                                                  	
                                                    10

                                                  
	 
      	
                                                    7.7

                                                  	
                                                    Liability

                                                  	
                                                    10

                                                  
	 
      	
                                                    7.8

                                                  	
                                                    Tax
      Consequences of Participation

                                                  	
                                                    10

                                                  
	 
      	
                                                    7.9

                                                  	
                                                    Company
      as Agent for Related Employers

                                                  	
                                                    10

                                                  


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
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                        7.10

                      	
                        Governing Law; Severability

                      	
                        10

                      
	 
      	
                        7.11

                      	
                        Taxes

                      	
                        11

                      


              

            

          

        

      

      

        
          
             


          

          
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      GENESIS
ENERGY, LLC

      


      DEFERRED
COMPENSATION PLAN

      


      The
Genesis Energy, LLC Deferred Compensation Plan (the “Plan”) is hereby adopted
effective as of December 31, 2008 by Genesis Energy, LLC, a Delaware limited
liability company (the “Company”), for the benefit of select members of the
management of the Company and of its affiliated entities which participate in
this Plan with the consent of the Company.

      


      RECITALS

      


      A.       
     The Company desires to adopt the Plan in order to
provide certain of its officers or other management level employees with
incentive compensation that is deferred until after the employees’ separation
from service with the Company.

      


      B.         
   The Company intends for the Plan to continue to be an
unfunded, nonqualified deferred compensation arrangement as provided under the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and to
satisfy the requirements of a “top hat” plan thereunder and under Labor Reg.
Sec. 2520.104-23.

      


      C.         
   This Plan is intended to comply with the requirements of The
American Jobs Creation Act of 2004 (“AJCA”), Section 409A of the Internal
Revenue Code of 1986, as amended (“Code”), and final regulations and other
rulings issued by the Internal Revenue Service (“IRS”) thereunder.

      


      ARTICLE
I

      


      DEFINITIONS AND GENERAL
PROVISIONS

      


      1.1       
    Definitions.  Unless
the context requires otherwise, the terms defined in this Article shall have the
meanings set forth below unless the context clearly requires another
meaning.  When the defined meaning is intended, the term is
capitalized:

      


      (a)      
     Account.  The
bookkeeping account described in Section 3.1 under
which benefits and earnings are credited on behalf of a
Participant.

      


      (b)         
  Administrative
Committee.  A committee comprised of the members of the Audit
Committee, along with an equal number of other members of the Board who also
serve as officers of Denbury Resources Inc.

      


      (c)         
  Arbitrators.  Those
individuals chosen under the procedures set out in Exhibit B
hereto.

      


      (d)        
   Audit
Committee.  The Audit Committee as defined in the LLC
Agreement.

      


      (e)        
   Affiliate.  With
respect to any Person, any other Person that directly or indirectly controls, is
controlled by or is under common control with, the Person in
question.  As used in this definition of “Affiliate,” the term
“control” means either (i) the possession, directly or indirectly, 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 or (ii)
a direct or indirect equity interest of twenty percent (20%) or more in the
Person.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      (f)        
    Beneficiary.  The
person(s) entitled to receive any distribution hereunder upon the death of a
Participant. The Beneficiary for benefits payable under this Plan shall be the
beneficiary designated by the Participant in accordance with procedures
established by the Administrative Committee as of the Participant’s date of
death, or, in the absence of any such designation, the Participant’s
estate.

      


      (g)       
    Board.  The
Board of Directors of the Company.

      


      (h)        
   Cause.  Has
the meaning set forth in the LLC Agreement.

      


      (i)           
 Change of
Control.  Has the meaning set forth in the LLC
Agreement.

      


      (j)         
   Code.  The
Internal Revenue Code of 1986, as amended from time to time.

      


      (k)            Company.  Genesis
Energy, LLC.

      


      (l)        
    Director.  A
member of the Board of Directors of the Company who is not also a
Participant.

      


      (m)           Effective
Date.  December 31, 2008.

      


      (n)        
   Employer.  The
Company and any Affiliate thereof or successor thereto which adopts and
participates in the Plan.  Any Affiliate that has U.S. employees and
is a member of a controlled group of corporations or other business entities
within the meaning of Code Sections 414(b) and (c) that includes the Company
shall participate in the Plan.  Such participation in the Plan shall
continue only as long as the Affiliate remains a member of a controlled group of
corporations or other business entities within the meaning of Code Sections
414(b) and (c) that includes the Company.

      


      (o)       
    ERISA.  The
Employee Retirement Income Security Act of 1974, as amended from time to
time.

      


      (p)      
     Genesis.  Genesis
Energy, L.P.

      


      (q)         
  Good
Reason.  Has the meaning set forth in the LLC
Agreement.

      


      (r)          
  Grant.  The
specific grant of deferred compensation made to each Participant under the Plan,
in the form of the Deferred Compensation Grant attached hereto as Exhibit
A.

      


      (s)         
  Grant Date
Applicable IDR Percentage.  The Grant Date Applicable IDR
Percentage as of the date of Grant to a Participant, as determined under the
provisions of Section 3.02(c)(3) of the Limited Liability Company Agreement of
the Company.
 

      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      (t)          
  LLC
Agreement.  The Limited Liability Company Agreement of the
Company.

      


      (u)         
  Participant.  An
individual officer or other management level employee of the Company who meets
the eligibility requirements for participation in the Plan as set forth in Article II and who is
entitled to benefits under the Plan.

      


      (v)        
   Person.  A
natural person or an entity.

      


      (w)           Plan.  This
Genesis Energy, LLC Deferred Compensation Plan, as set forth herein, and as such
Plan may be amended from time to time hereafter.

       

      (x)        
   Separation from
Service.  Subject to Section 7.1 hereof, a
Participant separates from service with the Employer if the Participant dies or
otherwise has a termination of employment with the Employer.  Whether
a termination of employment has occurred is determined based on whether the
facts and circumstances indicate that the Employer and the Participant
reasonably anticipated that no further services would be performed after a
certain date or that the level of bona fide services the Participant would
perform after such date (as an employee or independent contractor) would
permanently decrease to no more than 20 percent of the average level of bona
fide services performed over the immediately preceding 36-month period (or the
full period in which the Participant provided services to the Employer if the
Participant has been providing services for less than 36 months).  A
Participant will not be deemed to have experienced a Separation from Service if
such Participant is on military leave, sick leave, or other bona fide leave of
absence, to the extent such leave does not exceed a period of six months or, if
longer, such longer period of time during which a right to re-employment is
protected by either statute or contract.  If the period of leave
exceeds six months and the individual does not retain a right to re-employment
under an applicable statute or by contract, the employment relationship is
deemed to terminate on the first date immediately following such six-month
period.  If a Participant provides services both as an employee and as
a member of the Board, the services provided as a Director are generally not
taken into account in determining whether the Participant has a Separation from
Service as an employee for purposes of the Plan, in accordance with final
regulations under Code Section 409A.

      


      1.2         
  General
Provisions.  The
masculine wherever used herein shall include the feminine; singular and plural
forms are interchangeable.  Certain terms of more limited application
have been defined in the provisions to which they are principally
applicable.  The division of the Plan into Articles and Sections with
captions is for convenience only and is not to be taken as limiting or extending
the meaning of any of its provisions.

      


      ARTICLE
II

      


      PARTICIPATION

      


      2.1        
   General Eligibility
Conditions.  To
become a Participant in the Plan, an individual must be among a select group of
management employees designated as a Participant by the Company (or another
participating Employer) entitled to receive deferred compensation under the
Plan.  In order to receive a benefit under the Plan, however, a
Participant must also meet the requirements of Sections 2.2 and
2.3.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      2.2         
  Specific
Conditions for Active Participation.  To
participate actively in the Plan, a Participant must execute or acknowledge a
Grant.  A Grant must be executed and acknowledged within 30 days of
being provided to the officer or other management level employee of the Company,
or at such other time as may be required or permitted by regulations issued
under Code Section 409A.

      


      2.3       
    Termination of
Participation.  Once
the officer or other management level employee of the Company becomes a
Participant, such individual shall continue to be a Participant until such
individual ceases to have any vested interest in the Plan, including as a result
of distributions made to such Participant or his Beneficiary, if applicable, or
otherwise.

      


      2.4      
     Participation by Other
Employers.  Each
corporation or other entity with U.S. employees that is a member of the same
controlled group as the Company (within the meaning of Code Sections 414(b) and
(c)) shall be a participating Employer under the Plan unless determined
otherwise by the Company.  Participating Affiliates that cease to be a
member of the same controlled group as the Company within the meaning of Code
Sections 414(b) and (c) are no longer eligible to participate in the Plan
effective as of the date that they cease to qualify as a controlled group
member.  Participants of such an employer shall no longer be eligible
to participate effective as of the date that their employer becomes
ineligible.

      


      ARTICLE
III

      


      DEFERRED
COMPENSATION

      


      3.1         
  Record of
Account.  Solely
for the purpose of fixing the maximum amount of the Employer’s obligations to
each Participant or his beneficiaries under the Plan, the Employer will maintain
a separate bookkeeping record, an “Account,” for each Participant in the
Plan.  The Account will show the maximum amount of deferred
compensation which each Participant or his beneficiaries under the Plan are
entitled to earn, subject to the vesting and other financial requirements,
employment restrictions, and other conditions set out in each Participant’s
Grant.

      


      3.2        
   Confidentiality and
Non-Competition Agreement.  In
its discretion, the Employer may require any officer or other management level
employee selected to become a Participant in the Plan to execute a
Confidentiality and Non-Competition Agreement with the Employer in consideration
of the benefits to be provided hereunder.

      


      ARTICLE
IV

      


      DISTRIBUTION OF
BENEFITS

      


      4.1        
   Distribution
Timing.  Upon
his Separation from Service for any reason other than a Separation of Service
for Cause, a Participant shall receive, in a lump sum payment, that portion to
which he is entitled under this Plan and the Participant’s Grant, if any, of the
amounts reflected in his Account.  The Participant will receive such
distribution promptly, but not later than the first business day that is on or
after the 30th day after the date of the Participant’s Separation from Service,
provided that if the date of the Participant’s Separation from Service is such
that the Participant could receive the distribution pursuant to the preceding
sentence in either of two calendar years, then such distribution will be paid in
the calendar year that next begins immediately following the date of the
Participant’s Separation from Service.  Payments of such distributions
will be made in U.S. dollars or at the Participant’s election in common units of
Genesis.  Upon the Participant’s election (made within 15 days of his
Separation from Service) to receive common units of Genesis owned by the Company
or its Affiliates, the number of such common units to be distributed shall be
determined by dividing the amount of deferred compensation to be paid to
Participant by the average closing price of such common units on the American
Stock Exchange (or other exchange upon which Genesis’ common units are traded)
for the five business days following Participant’s Separation of
Service.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      4.2        
   Distribution upon
Death. In the
event of the death of the Participant while receiving benefit payments under the
Plan, the Beneficiary or Beneficiaries designated by the Participant shall be
paid any amounts due under the Plan as soon as practicable but not more than 90
days after the Participant’s death.

      


      4.3        
   Withdrawals for
Unforeseeable Emergency.  Upon
the occurrence of an unforeseeable emergency, the Participant shall be eligible
to receive payment of the amount necessary to satisfy such emergency plus
amounts necessary to pay taxes reasonably anticipated as a result of the
distribution, after taking into account the extent to which such hardship is or
may be relieved through reimbursement or compensation by insurance or otherwise
or by liquidation of the participant’s assets (to the extent such liquidation
would not itself cause severe financial hardship), or by cessation of deferrals
under the Plan. The amount determined to be properly distributable under this
section and applicable regulations under Code Section 409A shall be payable in a
single lump sum only.  For the purposes of this section, the term
“unforeseeable emergency” means a severe financial hardship to the Participant
resulting from an illness or accident of the Participant, the Participant’s
spouse, or a dependent of the Participant (as defined in Code Section 152
(without regard to Section 152(b)(1), (b)(2), and (d)(1)(B))); loss of the
Participant’s property due to casualty, including the need to rebuild a home
following damage not otherwise covered by insurance, for example, not as a
result of a natural disaster; or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Participant, including imminent foreclosure of or eviction from the
Participant’s primary residence, the need to pay for medical expenses, including
non-refundable deductibles, the cost of prescription drugs, and the need to pay
for funeral expenses of a spouse, beneficiary, or dependent.  It shall
be the responsibility of the Participant seeking to make a withdrawal under this
section to demonstrate to the Administrative Committee that an unforeseeable
emergency has occurred and to document the amount properly distributable
hereunder.  After a distribution on account of an unforeseeable
emergency, the terms of a Participant rights hereunder shall be limited to the
extent required under the provisions of Code Section 409A and subject to the
rules applicable thereto under the Plan.

      


      4.4         
  Acceleration of
Payment.  The
acceleration of the time and/or form of any payment determined in accordance
with the provisions of this Article IV above,
shall not be made except due to unforeseeable emergency, as described above, or
as set forth below and otherwise permitted by Code Section 409A and the Treasury
Regulations and other guidance issued thereunder:


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      (a)          
 Domestic
Relations Order.  A payment of all or part of the Participant’s
Account may be made to a spouse, former spouse or other dependent under the
terms of a domestic relations order (as defined in Code Section
414(p)(1)(B)).  The Administrative Committee shall determine whether a
payment should be made pursuant to the terms of a domestic relations order and
the time and form of such payment.

      


      (b)        
   Employment
Taxes.  A payment of all or part of the Participant’s
Account  may be made to the extent necessary to pay the Federal
Insurance Contributions Act (“FICA”) tax imposed under Code Sections 3101,
3121(a), and 3121(v)(2) on amounts deferred under the Plan (the “FICA Amount”),
income tax at source on wages imposed under Code Section 3401 or the
corresponding withholding provisions of applicable state, local, or foreign tax
laws as a result of the payment of the FICA Amount, and to pay the additional
income tax at source on wages attributable to the pyramiding Code Section 3401
wages and taxes.  The total payment under this Section shall not
exceed the aggregate of the FICA Amount and the income tax withholding related
to such FICA Amount.

      


      (c)       
    Payment of State, Local or
Foreign Taxes.  Payment may be made to reflect payment of
state, local or foreign tax obligations arising from participation in the Plan
that apply to an amount deferred under the Plan before the amount is paid or
made available to the Participant, plus the income tax at source on wages
imposed under Code Section 3401 as  a result of such payment;
provided, however, that the amount of the payment may not exceed the amount of
the taxes due, and the income tax withholding related to such state, local and
foreign tax amount.

      


      (d)       
    Income Inclusion under Code
Section 409A.  Payment may be made at any time the Plan fails
to meet the requirements of Code Section 409A and the Treasury Regulations
issued thereunder; provided, however, that payment cannot exceed the amount
required to be included in income as a result of the failure to
comply.

      


      (e)   
        Certain
Offsets.  Payment may be made as satisfaction of a debt of the
Participant to the Employer where: (1) the debt is incurred in the ordinary
course of the employment relationship; (2) the entire amount of the offset in
any of the Participant’s taxable years does not exceed $5,000; and (3) the
reduction is made at the same time and in the same amount as the debt otherwise
would have been due and collected from the Participant.

      


      4.5        
   Delay of
Payment.  Notwithstanding
anything in this Plan to the contrary, a Participant who is a “specified
employee” (as defined in Code Section 409A and the regulations thereunder) as of
the date of his Separation from Service and is entitled to a distribution due to
a Separation from Service may not receive a distribution under the Plan until a
date that is at least six months after the date of the Separation from Service
(or the date of the Participant’s death, if earlier).  The Participant
(or the Participant’s Beneficiary or Beneficiaries) will receive the full amount
to which he is entitled under the Plan in a lump sum on the earlier of (1) the
first business day that is at least six months and one day after the date of his
Separation from Service, or (2) promptly following the Participant’s
death.  In addition, the Company may in its discretion delay any
payment due under the Plan to the extent permitted by Code Section 409A and the
regulations thereunder.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      4.6          
 Assignment and
Assumption of Liabilities.  In
the discretion of the Company, upon the cessation of participation in the Plan
by any Participant solely due to the employer of that Participant no longer
qualifying as a member of the controlled group of the Company within the meaning
of Code Sections 414(b) and (c), all liabilities associated with the Account of
such Participant may be transferred to and assumed by the Participant’s employer
under a deferred compensation plan established by such employer that is
substantially identical to this Plan and that preserves the deferral and payment
elections in effect for the Participant under this Plan to the extent required
by Code Section 409A.  Any such Participant shall not be deemed to
have incurred a Separation from Service for purposes of the Plan by virtue of
his employer’s ceasing to be a member of the controlled group of the
Company.  The foregoing provision shall be interpreted and
administered in compliance with the requirements of Code Section
409A.

      


      ARTICLE
V

      


      PLAN
ADMINISTRATION

      


      5.1         
  Administration.  The
Plan shall be administered by the Administrative Committee as an unfunded
deferred compensation plan that is not intended to meet the qualification
requirements of Code Section 401 and that is intended to meet all applicable
requirements of Code Section 409A.

      


      5.2        
   Administrative
Committee.  The
Administrative Committee will operate and administer the Plan and shall have all
powers necessary to accomplish that purpose, including, but not limited to, the
discretionary authority to interpret the Plan, the discretionary authority to
determine all questions relating to the rights and status of Participants, and
the discretionary authority to make such rules and regulations for the
administration of the Plan as are not inconsistent with the terms and provisions
hereof or applicable law, as well as such other authority and powers relating to
the administration of the Plan; provided that the Administrative Committee may
delegate such administrative matters as it chooses to specifically designated
officers of the Company.  All decisions made by the Administrative
Committee shall be final, subject to the claims review procedures of Section
5.5.

      


      Without
limiting the powers set forth herein, the Administrative Committee shall have
the power (i) to change or waive any requirements of the Plan to conform with
Code Section 409A or other applicable law or to meet special circumstances not
anticipated or covered in the Plan; (ii) to determine the times and places for
holding meetings of the Administrative Committee and the notice to be given of
such meetings; (iii) to employ such agents and assistants, such counsel (who may
be counsel to the Company), and such clerical and other services as the
Administrative Committee may require in carrying out the provisions of the Plan;
and (iv) to authorize one or more of their number or any agent to execute or
deliver any instrument on behalf of the Administrative Committee.

      


      The
members of the Administrative Committee and the Audit Committee, and the Company
and its respective officers and directors, shall be entitled to rely upon all
valuations, certificates and reports furnished by any funding agent or service
provider, upon all certificates and reports made by an accountant, and upon all
opinions given by any legal counsel selected or approved by the Administrative
Committee, and the members of the Administrative Committee and the Audit
Committee, and the Company and its respective officers and directors, shall,
except as otherwise provided by law, be fully protected in respect of any action
taken or suffered by them in good faith in reliance upon any such valuations,
certificates, reports, opinions or other advice of a funding agent, service
provider, accountant or counsel.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      5.3       
    Filing
Claims.  Any
Participant, Beneficiary or other individual (hereinafter a “Claimant”) entitled
to benefits under the Plan, or otherwise eligible to participate herein, shall
be required to make a claim with the Administrative Committee (or its designee)
requesting payment or distribution of such Plan benefits (or written
confirmation of Plan eligibility, as the case may be), on such form or in such
manner as the Administrative Committee shall prescribe.  Unless and
until a Claimant makes proper application for benefits in accordance with the
rules and procedures established by the Administrative Committee, such Claimant
shall have no right to receive any distribution from or under the
Plan.

      


      5.4         
  Notification to
Claimant.  If
a Claimant’s application is wholly or partially denied, the Administrative
Committee (or its designee) shall, within 90 days, furnish to such Claimant a
written notice of its decision.  Such notices shall be written in a
manner calculated to be understood by such Claimant, and shall contain at least
the following information:

      


      (a)      
     the specific reason or reasons for such
denial;

      


      (b)      
     specific reference to pertinent Plan provisions
upon which such denial is based;

      


      (c)        
   a description of any additional material or information
necessary for such Claimant to perfect his claim, and an explanation of why such
material or information is necessary; and

      


      (d)        
   an explanation of the Plan’s claim review procedure describing
the steps to be taken by such Claimant, if he wishes to submit his claim for
review.

      


      5.5       
    Review
Procedure.  Within
60 days after the receipt of such notice from the Administrative Committee, such
Claimant, or the duly authorized representative thereof, may request, by written
application to the Plan, a review by the Arbitrators of the decision denying
such claim.  In connection with such review, such Claimant, or duly
authorized representative thereof, shall be entitled to receive any and all
documents pertinent to the claim or its denial and shall also be entitled to
submit issues and comments in writing.  The decision of the
Arbitrators upon such review shall be made promptly and not later than the time
periods set out in Exhibit B
hereto.  Any such decision on review shall be in writing and shall
include specific reasons for the decision and specific references to the
pertinent Plan provisions on which the decision is based.  In the
event of a genuine dispute regarding the amount or timing of payments under the
Plan, a delay in the payment of Plan benefits shall not cause a violation of
Code Section 409A to the extent such delay satisfies the conditions set forth in
Code Section 409A and the regulations thereunder.  If the review
procedures of this Section 5.5 are
invoked, the decision of the Arbitrators shall be final and
binding.

      


      5.6        
   Payment of
Expenses.  All
costs and expenses incurred in administering the Plan shall be paid by the
Company.


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      ARTICLE
VI

      


      AMENDMENT AND
TERMINATION

      


      6.1     
      Amendment.  The
Company has reserved, and does hereby reserve, the right at any time and from
time to time by action of the Administrative Committee to amend, modify or alter
any or all of the provisions of the Plan without the consent of any
Participants; provided, however, that no amendment shall operate retroactively
so as to affect adversely any rights to which a Participant may be entitled
under the provisions of the Plan as in effect prior to such
action.  Any such amendment, modification or alteration shall be
expressed in an instrument executed by an authorized officer or officers of the
Company, and shall become effective as of the date designated in such
instrument.

      


      ARTICLE
VII

      


      MISCELLANEOUS
PROVISIONS

      


      7.1       
    Employment
Relationship.  For
purposes of determining if there has been a Separation from Service, the
Employer is defined as provided in Treasury Regulations Section
1.409A-1(h)(3).  Nothing in the adoption of the Plan or the crediting
of deferred compensation shall confer on any Participant the right to continued
employment by the Company or an Affiliate of the Company, or affect in any way
the right of the Company or such Affiliate to terminate his employment at any
time.  Any question as to whether and when there has been a Separation
from Service of a Participant as an employee for purposes of the Plan, and the
cause of such Separation from Service, shall be determined by the Administrative
Committee, and its determination shall be final.

      


      7.2      
     Facility of
Payments.  Whenever,
in the opinion of the Administrative Committee, a person entitled to receive any
payment, or installment thereof, is under a legal disability or is unable to
manage his financial affairs, the Administrative Committee shall have the
discretionary authority to direct payments to such person’s legal representative
or to a relative or friend of such person for his benefit; alternatively, the
Administrative Committee may in its discretion apply the payment for the benefit
of such person in such manner as the Administrative Committee deems
advisable.  Any such payment or application of benefits made in good
faith in accordance with the provisions of this Section shall be a complete
discharge of any liability of the Administrative Committee with respect to such
payment or application of benefits.

      


      7.3       
    Funding.  All
benefits under the Plan are unfunded and the Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets in order to assure the payment of any amounts under the
Plan.  The right of a Participant or his Beneficiary to receive a
distribution hereunder shall be an unsecured claim against the general assets of
the Company, and neither the Participant nor his Beneficiary shall have any
rights in or against any amounts credited under the Plan or any other specific
assets of the Company.  All amounts credited under the Plan to the
benefit of a Participant shall constitute general assets of the Company and may
be disposed of by the Company at such time and for such purposes as it may deem
appropriate.


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      7.4       
    Anti-Assignment.  No
right or benefit under the Plan shall be subject to anticipation, alienation,
sale, assignment, pledge, encumbrance or charge; and any attempt to anticipate,
alienate, sell, assign, pledge, encumber or charge the same shall be
void.  No right or benefit shall be liable for or subject to the
debts, contracts, liabilities, or torts of the person entitled to such
benefits.  If a Participant, a Participant’s spouse, or any
Beneficiary should become bankrupt or attempt to anticipate, alienate, sell,
assign, pledge, encumber or charge any right to benefits under the Plan, then
those rights, in the discretion of the Administrative Committee, shall
cease.  In this case, the Administrative Committee may hold or apply
the benefits at issue or any part thereof for the benefit of the Participant,
the Participant’s spouse, or Beneficiary in such manner as the Administrative
Committee may deem proper.

      


      7.5        
   Unclaimed
Interests.  If
the Administrative Committee shall at any time be unable to make distribution or
payment of benefits hereunder to a Participant or any Beneficiary of a
Participant by reason of the fact that his whereabouts is unknown, the
Administrative Committee shall so certify, and thereafter the Administrative
Committee shall make a reasonable attempt to locate such missing
person.  If such person continues missing for a period of three years
following such certification, the interest of such Participant in the Plan
shall, in the discretion of the Administrative Committee, be distributed to the
Beneficiary of such missing person.

      


      7.6           References to Code, Statutes
and Regulations.  Any
and all references in the Plan to any provision of the Code, ERISA, or any other
statute, law, regulation, ruling or order shall be deemed to refer also to any
successor statute, law, regulation, ruling or order.

      


      7.7       
    Liability.  The
Company, and its directors, officers and employees, shall be free from
liability, joint or several, for personal acts, omissions, and conduct, and for
the acts, omissions and conduct of duly constituted agents, in the
administration of the Plan, except to the extent that the effects and
consequences of such personal acts, omissions or conduct shall result from
willful misconduct.  However, this Section shall not operate to
relieve any of the aforementioned from any responsibility or liability for any
responsibility, obligation, or duty that may arise under ERISA.

      


      7.8        
   Tax
Consequences of Participation.  The
income tax consequences to Participants of Grants under the Plan shall be
determined under applicable federal, state and local tax law and
regulation.

      


      7.9      
     Company as Agent for Related
Employers.  Each
corporation which shall become a participating Employer pursuant to Section 2.4 by so
doing shall be deemed to have appointed the Company its agent to exercise on its
behalf all of the powers and authority hereby conferred upon the Company by the
terms of the Plan, including but not limited to the power to amend and terminate
the Plan.  The Company’s authority shall continue unless and until the
related Employer terminates its participation in the Plan.

      


      7.10          Governing Law;
Severability.  The
Plan shall be construed according to the laws of the State of Texas, including
choice of law provisions, and all provisions hereof shall be administered
according to the laws of that State, except to the extent preempted by federal
law.  A final judgment in any action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law.  In the event that any one or more of
the provisions of the Plan shall for any reason be held to be invalid, illegal,
or unenforceable, such invalidity, illegality or unenforceability shall not
affect any other provision of the Plan, but the Plan shall be construed as if
such invalid, illegal, or unenforceable provisions had never been contained
herein, and there shall be deemed substituted such other provision as will most
nearly accomplish the intent of the parties to the extent permitted by
applicable law.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      7.11          Taxes.  The
Company shall be entitled to withhold any taxes from any distribution hereunder
or from other compensation then payable, as it believes necessary, appropriate,
or required under relevant law.

      


      [SIGNATURE
PAGE FOLLOWS]

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      


      
        
          
            
              
                
                  	 
      	
                          Genesis
      Energy, LLC

                        
	 
      	 
      
	 
      	 
      
	 
      	By:	
                          /s/ Ross A. Benavides

                        
	 
      	
                          Name:  
      

                        	
                          Ross
      A. Benavides

                        
	 
      	
                          Title:

                        	
                          Secretary

                        


                

              

               

              [Signature Page to Deferred
Compensation Plan]

               

            

          

        

      

      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      EXHIBIT
A

      


      Grant
Date:  __________, 2008

      


      FORM
OF

      


      DEFERRED
COMPENSATION GRANT

      


      GENESIS
ENERGY, LLC

      


      This Grant of Deferred Compensation (“Grant”) is made effective
____________, 2008 (“Grant
Date”) between Genesis Energy, LLC (the “Company”) and [________], an
officer and employee of the Company (“Participant”).

      


      WHEREAS, the Company desires
to grant Participant the opportunity to earn deferred compensation in connection
with Participant’s entry into the Limited Liability Company Agreement (the
“Agreement”) of the
Company as a Class B Member; and

      


      WHEREAS, the Company has
adopted the Genesis Energy, LLC Deferred Compensation Plan (the “Plan”) effective as of
December 31, 2008 governing the terms, conditions and provisions of the grant to
Participant of deferred compensation made under the Plan, including under this
Grant;

      


      NOW THEREFORE, in
consideration of the mutual covenants hereinafter set forth and for other good
and valuable consideration, the parties agree as follows:

      


      1.           
 Grant of
Deferred Compensation.  The Company
hereby grants to Participant maximum deferred compensation of $[_______________]
(“Maximum Deferred Compensation
Amount”), which represents Participant’s Initial IDR Share (as defined in
the Agreement) as of the Grant Date, which is the maximum deferred compensation
which Participant is entitled to earn under the terms and conditions set forth
herein and in the Plan, including, without limitation, the vesting and other
financial requirements, employment restrictions and other conditions more
specifically set forth herein and in the Plan, subject only to Participant’s
execution of this Grant.  The Company and Participant understand and
agree that this Grant is in all respects subject to the terms, definitions and
provisions of the Plan and the Agreement, all of which are incorporated herein
by reference, except to the extent otherwise expressly provided in this Grant,
and terms not otherwise defined in this Grant or the Plan shall have the
meanings set forth in the Agreement.

      


      2.           
  Termination
for Cause.  If there is a Separation from Service of a
Participant due to Participant’s employment being terminated by the Company for
Cause, Participant will not be entitled to receive any deferred compensation
hereunder or under the Plan.

      


      3.        
    Deferred
Compensation upon Separation from Service. If there is a Separation
from Service of a Participant with the Company other than for Cause, Participant
shall be entitled to be paid, according to the distribution provisions of the
Plan, that portion of the Maximum Deferred Compensation Amount obtained by
multiplying (i) Participant’s Vesting Percentage determined under the provisions
of Section 4
below, times (ii) the lesser of (a) the Maximum Deferred Compensation Amount or
(b) Participant’s Current IDR Share as of the date of Participant’s Separation
from Service.


      
        
           


        

        
          A-1

          
            

          

        

        
           


        

      


      4.          
   Vesting
Percentage(s).  The “Vesting
Percentage” for purposes of determining that portion of the Maximum Deferred
Compensation Amount to which Participant is entitled upon his Separation from
Service other than for Cause shall be determined as of the date of Participant’s
Separation from Service as follows:  

      


      (a)          
 Change of
Control.  Upon a Change of Control, as defined in the Plan, or
Separation from Service (other than due to Participant’s employment being
terminated by the Company for Cause, or a voluntary termination by Participant
of his employment other than for Good Reason) during the period beginning six
months prior to a Change of Control and ending on such Change of Control,
Participant’s Vesting Percentage shall be 100%;

      


      (b)            Participant’s
Voluntary Termination of Employment.  If Participant
voluntarily terminates his employment by the Company other than for Good Reason,
his Vesting Percentage shall be the percentage specified below based upon the
date of upon Participant’s Separation from Service:

      


      
        
          
            
              
                
                  	
                          (i)    

                        	
                          Separation
      from Service prior to the 1st anniversary of the Grant
    Date:

                        	
                          0%

                        
	 	 	 
	
                          (ii)    

                        	
                          Separation
      from Service on or after the 1st anniversary, and prior to the 2nd
      anniversary, of the Grant Date:

                        	
                          25%

                        
	 	 	 
	
                          (iii)    

                        	
                          Separation
      from Service on or after the 2nd anniversary, and prior to the 3rd
      anniversary, of the Grant Date:

                        	
                          50%

                        
	 	 	 
	
                          (iv)    

                        	
                          Separation
      from Service on or after the 3rd anniversary, and prior to the 4th
      anniversary, of the Grant Date:

                        	
                          75%

                        
	 	 	 
	
                          (v)    

                        	
                          Separation
      from Service after the 4th anniversary of the Grant Date:

                        	
                          100%

                        


                

              

            

          

        

      

      


      (c)        
   Participant’s
Termination of Employment for Good Reason.  If Participant
voluntarily terminates his employment by the Company for Good Reason,
Participant’s Vesting Percentage shall be 100%.

      


      (d)          
 Other
Employment Terminations. If Participant’s employment by the Company is
terminated for any reason other than those circumstances covered by Sections 4(a), 4(b)
or 4(c) above,
his Vesting Percentage shall be that percentage determined under the provisions
of Section 4(b)
above, unless as of the date of Participant’s Separation of Service the
Participant’s Applicable IDR Percentage is in excess of 8%, in which case the
Participant’s Vesting Percentage shall be:


      
        
           


        

        
          A-2

          
            

          

        

        
           


        

      


      (i)         
   100% for that portion of the Maximum Deferred Compensation
Amount or Current IDR Share, as applicable, which is attributable to the portion
of Participant’s Applicable IDR Percentage of 8%; and

      


      (ii)       
    determined under the provisions of Section 4(b) above
for that portion of the Participant’s Maximum Deferred Compensation Award or
Current IDR Share, as applicable which is attributable to Participant’s
Applicable IDR Percentage in excess of 8%.

      


      5.       
      Withholding.  On the date any
amounts are paid under the terms of this Grant, the minimum withholding required
to be made by the Company shall be paid by Participant to the Company in cash,
or the Participant, in his sole discretion, may direct that the Company withhold
cash at such rate or at any rate which is in excess of the minimum withholding
rate described in the preceding sentence, but not in excess of the highest
incremental tax rate for Participant, and such additional directed withholding
will be made in the same manner as described in the first phrase of this
sentence, and shall be further subject to the provisions of Section 4.05 of the
Agreement.

      


      6.       
     No
Transfers Permitted.  The rights under
this Grant are not transferable in whole or in part by the Participant otherwise
than by will or the laws of descent and distribution, and as long as Participant
lives, only Participant or his or her guardian or legal representative shall
have the right to receive and retain Distributions or other rights under this
Grant.

      


      7.        
    No Right
To Continued Employment.  Neither the
Agreement nor this Grant shall confer upon the Participant any right with
respect to continuation of employment by the Company, or any right to provide
services to the Company, nor shall they interfere in any way with Participant’s
right to terminate employment, or the Company’s right to terminate Participant’s
employment, at any time, with or without Cause (as defined in the
Agreement).

      


      8.           
  Governing
Law.  WITHOUT LIMITATION, THIS GRANT SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
TEXAS.

      


      9.           
  Binding
Effect.  This Grant shall
inure to the benefit of and be binding upon the heirs, executors,
administrators, successors and assigns of the parties hereto.

      


      10.       
    Severability.  If any provision
of this Grant is declared or found to be illegal, unenforceable or void, in
whole or in part, the remainder of this Grant will not be affected by such
declaration or finding and each such provision not so affected will be enforced
to the fullest extent permitted by law.

      


      11.       
    Entire
Agreement.  This Grant, along
with the other documents and agreements entered into by the Participant and the
Company and/or its affiliates on the Grant Date, contain the entire agreement
among the parties hereto and their predecessors with respect to the subject
matter contained herein and therein, and replace and supersede all prior
discussions and communications, written or oral, among the Company, the
Participant, their respective predecessors or others, regarding compensation,
whether cash or otherwise, contemplated to be provided to the Participant or any
rights in the Company or its predecessor, contemplated to be provided to the
Participant.


      
        
           


        

        
          A-3

          
            

          

        

        
           


        

      


       IN WITNESS WHEREOF, the
Company has caused these presents to be executed on its behalf and its corporate
seal to be affixed hereto by its duly authorized representative and the
Participant has hereunto set his or her hand and seal, all on the day and year
first above written.

      


      Dated as
of this __ day of ______________, 2008.

      


      
        
          	 
      	
                  GENESIS
      ENERGY, LLC

                
	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Ross
      A. Benavides

                
	 
      	 
      	
                  Secretary

                


        

      


      
        
           


        

        
          A-4

          
            

          

        

        
           


        

      


      ACKNOWLEDGMENT

      


      The
undersigned hereby acknowledges (i) my receipt of this Grant, (ii) my
opportunity to review the Plan, (iii) my opportunity to discuss this Grant with
a representative of the Company, and my personal advisors, to the extent I deem
necessary or appropriate, (iv) my understanding of the terms and provisions of
the Grant and the Plan, and (v) my understanding that, by my signature below, I
am agreeing to be bound by all of the terms and provisions of this Grant and the
Plan.

      


      Dated as
of this ________ day of __________, 2008.

      


      
        
          
            	 
      	
                    PARTICIPANT

                  
	 
      	 
      
	 
      	 
      
	 
      	 
      


          

        

      


      
        
           


        

        
          A-5

          
            

          

        

        
           


        

      


      EXHIBIT
B

      


      ARBITRATION
PROVISIONS

      


      1.          
  Applicable
Law/Arbitration.  If on one hand a Participant or Participants
under the Genesis Energy, LLC Deferred Compensation Plan (the “Plan”) and on the
other hand either the Company or the Class A Member of the Company (the
Participants, the Company and/or the Class A Member of the Company collectively
the “Claimants”) are
unable to agree upon any matter arising under the Plan or wish to appeal a
decision by the Administrative Committee under the Plan, then within a
reasonable amount of time any such disagreement (a “Dispute”) shall be
referred to, and finally resolved by, binding arbitration.  Venue for
such arbitration shall be in Houston, Texas.  Except for the limited
rights described in Paragraphs 8 and 10 below, the Participants waive their
right to file a lawsuit in a court of law to prosecute any Dispute.

      


      2.       
     Negotiation.  When a
Dispute has arisen, any Claimant (each Claimant, a “Party”) may give the
other Party written notice of the Dispute (“Dispute Notice”). In
the event that a Dispute Notice is given, the Parties shall attempt to resolve
the Dispute promptly by further negotiation.  In connection with such
negotiation, all reasonable requests for information made by one Party to the
other will be honored.

      


      3.            
 Confidentiality of
Settlement Negotiations.  All negotiations regarding Disputes
are confidential and shall be treated as compromise and settlement negotiations
for purposes of applicable rules of evidence and any additional confidentiality
protections provided by applicable law.

      


      4.             Commencement of
Arbitration.  If the Dispute has not been resolved by
negotiation within thirty (30) days of the Dispute Notice, or if the Parties
have failed to confer within thirty (30) days after delivery of the Dispute
Notice, either Party may then initiate arbitration by providing written notice
of arbitration to the other Party.  In order to be valid, the notice
of arbitration shall contain a precise and complete statement of the Dispute.
Within thirty (30) days of receipt of the notice of arbitration, the receiving
Party shall respond by providing a written response which shall include its
precise and complete response to the Dispute, and which includes any counter
Dispute that the responding Party may have.

      


      5.             Selection of
Arbitrator(s).  The arbitration may be conducted and decided by
a single person that is mutually agreeable to the Parties and knowledgeable and
experienced in the type of matter that is the subject of the Dispute if a single
arbitrator can be agreed upon by the Parties.  If the Parties cannot
agree on a single arbitrator within ten (10) days of the date of the response to
the notice of arbitration, then the arbitration shall be determined by a panel
of three (3) arbitrators.  To select the three arbitrators, each Party
shall, within ten (10) days of the expiration of the foregoing ten day period,
select a person that it believes has the qualifications set forth above as its
designated arbitrator, and such arbitrators so designated shall mutually agree
upon a similarly qualified third person to complete the arbitration panel and
serve as its chairman.  In the event that the persons selected by the
Parties are unable to agree upon a third member of the arbitration panel within
ten (10) days after the selection of the latter of the two arbitrators, then
he/she shall be selected from the CPR (as defined below) panel using the CPR
rules.  Once selected, no arbitrator shall have any ex parte communications with
either Party.


      
        
           


        

        
          B-1

          
            

          

        

        
           


        

      


      6.           
 Arbitration
Process.  The arbitration hearing shall commence within a
reasonable time after the selection of the arbitrator(s), as set by the
arbitrator(s).  The arbitrator(s), shall allow the Parties to engage
in pre-hearing discovery, to include exchanging (i) requests for and production
of relevant documents, (ii) up to fifteen (15) interrogatories, (iii) up to
fifteen (15) requests for admissions, and producing for deposition and at the
arbitration hearing, up to four (4) persons within each Parties’
control.  Any additional discovery shall only occur by agreement of
the Parties or as ordered by the arbitrator(s) upon a finding of good
cause.  The arbitration shall be conducted under the rules of the CPR
International Institute for Conflict Prevention & Resolution (“CPR”) in effect on
the date of this Agreement for dispute resolution rules for non-administered
arbitration of business disputes.  The Parties may agree on such other
rules to govern the arbitration that are not set out in this provision as they
may mutually deem necessary.

      


      7.        
    Arbitration
Decision.  The arbitrator(s) shall have the power to award
interim relief, and to grant specific performance.  Except as may be
specifically limited elsewhere in this Agreement, the arbitrator’s decision may
be based on such factors and evidence as the arbitrator(s) deems
fit.  The arbitrator(s) shall be required to render a written decision
to the Parties no later than thirty (30) days after the completion of the
hearing.

      


      8.          
  Arbitration
Award.  The award of a majority of the arbitrator(s) shall be
final, conclusive and binding.  The award rendered by the
arbitrator(s) may be entered in any court having jurisdiction in respect
thereof, including any court in which an injunction may have been
sought.  For ten (10) days following the rendering of the arbitrator’s
decision, each of the Parties shall have the right to make a written request for
clarification of any aspect of the decision, or a correction of any manifest
error.

      


      9.            
Arbitration
Costs.  Prior to the entry of the award, if there is but one
arbitrator, each Party shall pay for one half of the fees of the arbitrator and
costs of administering the arbitration including any filing fees.  If
there are three arbitrators, each Party shall pay the fees of its respective
Party-selected arbitrator and one-half (1/2) of the costs of the third
arbitrator and one-half (1/2) of the costs of administering the
arbitration.  The arbitrator(s) may assess all arbitrator(s)’ fees and
costs of the arbitration against either Party and may award to either Party up
to all its reasonable attorneys fees and other of its out of pocket costs of the
arbitration.

      


      10.         
  Injunctive
Relief.  With respect to the Dispute, nothing in this Exhibit B shall
prevent a Party from immediately seeking injunctive relief in a court to
maintain the status quo during the arbitration.

       

       

      B-2