EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) made and entered into this _______ day of March, 2009 (the “Effective Date”), by and between SEMGROUP ENERGY PARTNERS MANAGEMENT, INC., a Delaware corporation (the “Company”), and ___________ (the “Executive”).

WHEREAS, the Company is a wholly-owned subsidiary of SemGroup Energy Partners, G.P., L.L.C. (the “General Partner”), the general partner of SemGroup Energy Partners, L.P., a Delaware limited partnership (the “MLP”);

WHEREAS, the Executive is currently employed through SemManagement, L.L.C., a Delaware limited liability company and a subsidiary of SemGroup, L.P., an Oklahoma limited partnership (“SemGroup”), to provide services to the General Partner and the MLP;

WHEREAS, the Company wishes to continue to secure the services of the Executive subject to the contractual terms and conditions set forth herein; and

WHEREAS, the Executive is willing to enter into this Agreement upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, the parties hereto agree as follows:

1.   Employment . The Company hereby agrees to employ the Executive, and the Executive hereby agrees to accept such employment with the Company, all upon the terms and conditions set forth herein.

2.   Term of Employment .  Subject to the terms and conditions of this Agreement, the Executive shall be employed for a term commencing on the Effective Date and ending on the second (2nd) anniversary of the Effective Date (the “Term”) unless sooner terminated as provided for herein.  The Term shall renew automatically for additional one (1) year terms, unless either party gives written notice no less than ninety (90) days prior to the expiration of the Term that it does not intend to extend the Term.

3.   Duties and Responsibilities.

A.   Capacity .  During the Term, the Executive shall serve in the capacity of Chief Accounting Officer of the Company and the General Partner subject to the supervision of the Board of Directors of the General Partner (the “Board”).

B.   Duties .  During the Term, and excluding any periods of disability, vacation or sick leave to which the Executive is entitled, the Executive shall devote as much time to the management of the business and affairs of the Company, the General Partner and the MLP as is necessary for the proper conduct of the business and affairs of the Company, the General Partner and the MLP.  The Executive may be required by the Board to provide services to, or otherwise serve as an officer or director of any direct or indirect subsidiary of the Company, the General Partner or the MLP.  During the Term, it shall not be a violation of this Agreement for the Executive to: (i) continue employment with SemGroup or any of its Affiliates, provided that Executive shall at all times act, in his good faith judgment, solely in the interest of the Company, the General Partner and the MLP, (ii) serve on corporate, civic or charitable boards or committees and (iii) deliver lectures or fulfill speaking engagements.  For purposes of this Agreement, “Affiliate” means with respect to any Person (as defined in Section 6.C.), any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

C.   Standard of Performance .  The Executive will perform his duties under this Agreement with fidelity and loyalty, to the best of his ability, experience and talent and in a manner consistent with his duties and responsibilities.

4.   Compensation.

A.   Base Salary .  The Company shall pay the Executive a salary (the “Base Salary”) of $17,500 per month, prorated for partial months of employment.  The Base Salary shall be payable in accordance with the general payroll practices of the Company in effect from time to time.  During the Term, the Base Salary shall be reviewed at least annually by the Board after consultation with the Executive and may from time to time be increased (but not decreased) as solely determined by the Board.  Effective as of the date of any such increase, the Base Salary as so increased shall be considered the new Base Salary for all purposes of this Agreement and may not thereafter be reduced.  Any increase in the Base Salary shall not limit or reduce any other obligation of the Company to the Executive under this Agreement.

B.   Performance Bonus .  The Executive shall be eligible for discretionary bonus awards payable in cash or common units of the MLP, as so determined solely by the Board, based on performance objectives determined by the Board.

C.   Long-Term Incentives.   Awards of unit options, unit grants, restricted units and/or other forms of equity based compensation to the Executive may be made from time to time during the Term by the Board in its sole discretion, whose decision will be based upon performance and award guidelines for senior executives of the Company established periodically by the Board in its sole discretion.

D.   Benefits.

(1)   If and to the extent that the Company maintains employee benefit plans (including, but not limited to, pension, profit-sharing, disability, accident, medical, life insurance, and hospitalization plans) (it being understood that the Company may but shall not be obligated to do so), the Executive shall be entitled to participate therein in accordance with the Company’s regular practices with respect to similarly situated senior executives.  The Company will have the right to amend or terminate any such benefit plans it may choose to establish.

(2)   The Executive shall be entitled to prompt reimbursement from the Company for reasonable out-of-pocket expenses incurred by him in the course of the performance of his duties hereunder, upon the submission of appropriate documentation in accordance with the practices, policies and procedures applicable to other senior executives of the Company.

(3)   The Executive shall be entitled to such vacation, holidays and other paid or unpaid leaves of absence as are consistent with the Company’s normal policies available to other senior executives of the Company or as are otherwise approved by the Board.

E.   Retention Agreement .  The Executive and the Company are parties to a retention agreement, dated as of August 19, 2008 (the “Retention Agreement”).  Nothing in this Agreement shall affect the rights of the Executive or the Company with respect to the Retention Agreement.

F.   Payment by Affiliates .  Compensation and benefits provided under this Agreement may, at the election of the Company, be provided for administrative convenience by SemGroup, the MLP or any of their or the Company’s Affiliates.

5.   Termination of Employment.

Notwithstanding the provisions of Section 2 hereof, the Executive’s employment hereunder shall terminate under any of the following conditions:

A.   Death .  The Executive’s employment under this Agreement shall terminate automatically upon his death.

B.   Total Disability .  The Company shall have the right to terminate this Agreement if the Executive becomes Totally Disabled.  For purposes of this Agreement, “Totally Disabled” means that either (i) the Executive is unable to engage in any substantial gainful activity by reason of any 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 Executive is, by reason of any 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 three months under an accident and health plan covering employees of the Company or any entity that would be considered a single “service recipient” with the Company pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).  Prior to a determination that the Executive is Totally Disabled, but after the Executive has exhausted all sick leave and vacation benefits provided by the Company, the Executive shall continue to receive his Base Salary, offset by any disability benefits he may be eligible to receive.

C.   Termination by Company for Cause .  The Executive’s employment hereunder may be terminated for Cause upon written notice by the Company.  For purposes of this Agreement, “Cause” shall mean:

The Executive may not be terminated for Cause pursuant to subsections (2) and (3) above unless the Executive is given written notice of the circumstances constituting “Cause” and a reasonable period to cure such circumstances, which period shall be no less than thirty (30) days.

D.   Termination for Good Reason .  The Executive’s employment hereunder may be terminated by the Executive for Good Reason on written notice by the Executive to the Company.  For purposes of this Agreement, “Good Reason” means the occurrence of any of the following circumstances without the Executive’s consent:

In order to be eligible for payment on account of a Good Reason termination, the Executive must: (i) provide written notice to the Company within 90 days following the first event or condition which gives rise to his claim of Good Reason under this section (the “Initial Breach”); (ii) provide the Company 30 days from the date of such notice in which to “cure” such event or condition and (iii) actually terminate employment within 2 years of the date of the Initial Breach.

6.   Payments Upon Termination.

A.   Upon termination of the Executive’s employment hereunder, the Company shall be obligated to pay and the Executive shall be entitled to receive,