EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of December 31, 2008 (the “Effective Date”) by and between Genesis Energy, LLC (the “Company”), or any successor entity to the Company, and Robert V. Deere (“Executive”).

A.           The Company, which is the general partner of Genesis Energy, L.P., a Delaware limited partnership (the “Partnership”), desires to employ Executive as its Chief Financial Officer, and Executive desires to be employed by the Company in said capacity;

B.            Each party desires to set forth in writing the terms and conditions of their understandings and agreements; and

C.            Unless otherwise defined, capitalized terms used in this Agreement have the meanings specified in Section 22 below.

NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, the sufficiency of which is hereby acknowledged by the parties, the Company hereby agrees to employ Executive and Executive hereby accepts such employment upon the terms and conditions set forth in this Agreement:

1.             Position .

(a)           The Company agrees to employ Executive in the position of its Chief Financial Officer (“CFO”).  Executive shall serve as, and perform the duties of, CFO.

(b)           Executive agrees to serve as CFO and agrees that he will devote his best efforts and full time and attention to all facets of the business of the Company and will diligently carry out the duties of CFO.  Nothing in this Section 1(b) or this Agreement, however, will prevent Executive from engaging in additional activities in connection with personal investments, civic or community affairs, or other activities that do not interfere with the performance of Executive’s duties under this Agreement.

(c)           Executive shall be vested with all authority specifically granted by the Board of Directors of the Company (“Board”).

(d)           Executive agrees to reasonable travel as necessary to perform his duties under this Agreement.

2.             Term .  The Term (herein so called) of this Agreement shall be four (4) years from the Effective Date, unless sooner terminated pursuant to Section 4 below.  If not sooner terminated, this Agreement shall automatically terminate upon the expiration the Term.  Executive’s employment shall be in accordance with and governed by this Agreement, unless modified by the parties to this Agreement in writing.

3.             Compensation and Benefits .

(a)            Base Salary .  The Company shall pay Executive a base salary at the rate of $369,600 per year, subject to adjustment as provided below, which shall be pro rated and payable as provided herein (“Base Salary”).  The per annum rate of Executive’s Base Salary shall be increased by the amounts set forth below as of the first day of the next full month occurring after achievement, if any, of the specified levels of Average Market Capitalization:

(i)             $30,000 if Average Market Capitalization of $1.0 billion is achieved for any 90-consecutive calendar day period; and

(ii)            an additional amount equal to 10% of the then-effective Base Salary each time an additional $300 million of Average Market Capitalization above $1.0 billion is achieved (for example, $1.3 billion, $1.6 billion, etc.) for any 90-consecutive calendar day period, provided that the maximum per annum rate of Executive’s Base Salary will be $500,000 and there will be no further increases if and after such maximum rate is achieved.

(b)            Bonus Opportunities .  In addition to the Base Salary, Executive shall also be eligible to receive bonuses from time to time based on exceptional service and/or the performance of the Company, if awarded by the Board in its sole discretion (“Discretionary Bonus”).  Any such Discretionary Bonus will be paid in accordance with the terms of such award.

(c)            Payment .  Payment of all compensation to Executive hereunder shall be made in accordance with the terms of this Agreement and applicable Company policies in effect from time to time, including normal payroll practices, and shall be subject to all applicable withholdings and taxes.

(d)            Benefits Generally .  The Company shall make available to Executive, throughout the Term of this Agreement, benefits as are generally provided by the Company to its executive officers, including but not limited to any group life, health, dental, vision, disability or accident insurance, pension plan, profit sharing plan, retirement savings plan, 401(k) plan, or other such benefit plan or policy which may presently be in effect or which may hereafter be adopted by the Company for its executive officers and key management personnel, and also including any rights and benefits under the directors’ and officers’ liability insurance then in place under the Company insurance program for the directors and officers of the Company; provided, however, that Executive is not eligible to participate in any of the “Genesis Energy, Inc. Bonus Plan” or the “Genesis Energy Inc. Stock Appreciation Rights Plan” (both effective December 31, 2003), or any successor equity plan or plans of the Company, or the “Genesis Energy Amended and Restated Severance and Protection Plan.”

(e)            Vacation .  Executive shall be entitled to paid vacation during each calendar year, consistent with any written policies of the Company then applicable to executive officers generally, but in no event fewer than four (4) weeks.  Unused vacation days and holidays shall be carried over from year to year, if at all, in accordance with the written policies then in effect for executive officers of the Company generally.

(f)            Holidays .  Executive shall further be entitled to paid holidays, personal days, and sick days consistent with the written policies then applicable to executive officers.

(g)            Reimbursement of Expenses .  The Company shall reimburse Executive for all business expenses incurred by Executive while performing his duties under this Agreement, which shall include dues in professional societies and organizations.  The amount of any expense reimbursement provided during one taxable year of the Executive shall not affect the amount of the reimbursement provided in any other taxable year.

(h)            Employment Taxes and Withholding .  The Company acknowledges that, upon Executive’s acquisition of an Individual Class B Interest (as that term is defined in the LLC Agreement) in the Company, for income and employment tax purposes, insofar as Executive receives Base Salary, Discretionary Bonus and benefits pursuant to this Article 3, he will be treated as a self-employed partner receiving guaranteed payments.  The Company shall make a quarterly tax equalization payments to reimburse Executive for any federal, state and local income, self employment or other taxes incurred by Executive on Base Salary, Discretionary Bonus and benefits paid or provided to Executive by Company pursuant to this Article 3 (but not amounts which Executive receives pursuant to the LLC Agreement by virtue of owning an Individual Class B Interest), to the extent of the difference in the tax burden imposed on Executive as a result of his status as a member of the Company in comparison to the tax treatment that would be available to Executive if he was characterized as a common law employee for tax purposes.  If the Company adopts any additional policies intended to address tax treatment associated with the self-employment status of members of the Company, Executive shall be eligible for any such benefits on the same basis as all other similarly situated executives of the Company.  To the extent Executive is not required to be treated as a self-employed partner, any amounts payable pursuant to this Agreement shall be subject to applicable tax withholding requirements.

4.            Termination .  This Agreement may be terminated by the Company or Executive, or may automatically terminate, as provided in this Article 4.

(a)            Termination by the Company without Cause or for Cause .  The Company may terminate this Agreement at any time either without Cause or for Cause.  “Cause” means any of the following:

(i)             Executive’s commission of willful fraud against, or willful theft of any assets or property of, the Company, the Partnership or their respective Affiliates, suppliers or customers;

(ii)            Executive’s conviction (or plea of nolo contendere) for any felony or any crime which involves moral turpitude;

(iii)           Executive’s material violation of the non-disclosure or confidentiality provisions of this Agreement; Executive’s substantial non-performance of his duties and obligations, whether pursuant to this Agreement or otherwise (other than due to death or disability); Executive’s gross negligence; or Executive’s willful misconduct in performing his duties;

(iv)           Executive willfully engaging in conduct that is demonstrably and materially injurious, monetarily or otherwise, to the Company, the Partnership, or their respective Affiliates; or

(v)           Executive’s willful violation of material written rules, regulations or policies of the Company or the Partnership, or failure to follow reasonable written instructions or directions both from a majority of the Company’s Audit Committee (the “Audit Committee”) and from the Company’s Class A Member (the “Class A Member”) to Executive that Executive’s failure to follow such instructions or directions could reasonably be expected to be materially injurious, monetarily or otherwise, to the Company or the Partnership, or their respective Affiliates.

Termination of this Agreement by the Company without Cause or for Cause may be effected only by written notice thereof from the Company to Executive (“Termination Notice”), which in the case of termination for Cause both identifies in sufficient detail the reasons therefor and is recommended both by a majority of the Audit Committee and by the Class A Member.  Termination without Cause and termination pursuant to clauses (i) or (ii) above will be effective on the date that the Termination Notice is deemed given and received.  Termination pursuant to clauses (iii), (iv) and (v) above shall only become effective thirty (30) days after Termination Notice is deemed given and received and Executive’s failure (within thirty (30) days of the date that Termination Notice is deemed given and received) to cure the reasons for such termination for Cause or to cease the conduct constituting the basis of such termination for Cause; provided further, that prior to such termination for Cause under clauses (iii), (iv) and (v) above becoming effective, the Company shall provide an opportunity for Executive to be heard by the Audit Committee.  No act, nor failure to act, on Executive’s part, shall be considered “willful” unless he has acted or failed to act with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interest of the Company and/or the Partnership.

(b)            Termination by Executive without Good Reason or for Good Reason .  Executive may terminate this Agreement at any time either without Good Reason or for Good Reason.  “Good Reason” means any of the following:

(i)             The material diminution of Executive’s duties and responsibilities, a material reduction of his base salary, or a material reduction of his benefits, other than as a result of termination for Cause, without Good Reason or by virtue of his death or disability;

(ii)            The relocation of the Company’s principal executive offices outside the metropolitan Houston, Texas area without Executive’s consent;

(iii)           The Company requiring that Executive be based anywhere other than the Company’s principal executive offices without Executive’s consent;

(iv)           The Company’s failure to make any material payment to Executive required to be made under the terms of this Agreement;

(v)           The Company’s non-performance of any material provision (other than those described in (iv) above) of this Agreement, or non-performance of Denbury (or its Affiliates or any of their successors or assigns) of any material provision of any Transaction Document (italicized terms in this subsection 4(b) and its subsections are defined as provided in the LLC Agreement) , in each such case; or

(vi)           Any action by the Company, Denbury or its Affiliates or any of their successors or assigns, the Class A Member or its Affiliates or any of their successors or assigns, the Board, the general partner of the Partnership (if it is not the Company), or the Partnership or any of its successors or assigns that either (i) amends, alters, changes, repeals or replaces the IDRs or the Class B Ownership Interests in a manner that in any material way adversely affects the Distributions or Redemption Amount payable to Executive, or (ii) except as required by a change in the law or a final, binding and non-appealable judgment, or except to the extent the IRS or any other federal tax authority has asserted a claim to the contrary and the Person taking a tax reporting position reasonably and in good faith believes that such authority is more likely than not to be successful in adjudicating such claim, takes a federal tax reporting position inconsistent with that specified in Section 7.10(b) of the LLC Agreement that materially and adversely affects the Executive, provided that the following actions shall not constitute Good Reason:

(a)           any action that will result in Executive receiving his Redemption Amount (or having an election to receive his Redemption Amount under the provisions of Section 5.05(c) of the LLC Agreement);

(b)           a waiver by the Company of receipt from the Partnership of an Incentive Distribution for any period(s) as contemplated by Section 3.02(c)(5) of the LLC Agreement;

(c)           any Conversion Event ; or

(d)           any amendment to the LLC Agreement permitted by Section 5.05(b) of the LLC Agreement.

Termination of this Agreement by Executive without Good Reason or for Good Reason may be effected by Executive only by his providing written notice thereof, which in the case of termination for Good Reason is given within 90 days of the initial existence of and identifies in sufficient detail the reasons therefor, to both the Audit Committee and the Class A Member.  Termination without Good Reason will be effective thirty (30) days after such notice is deemed given and received.  Termination for Good Reason shall only become effective thirty (30) days after such notice is deemed given and received and the failure by the Company or Denbury (or its Affiliates) to cure the reasons therefor.

(c)            Disability .  If the Board determines that the Company should do so, the Company may terminate this Agreement at any time that Executive has sustained a “disability.”  Such termination will be effective on the date that written notice thereof is deemed given and received.  For purposes of this Agreement, Executive will have sustained a “disability” if (i) Executive has been absent from his duties with the Company on a full-time basis for 180 out of any 220 consecutive calendar days as a result of incapacity due to mental or physical illness or injury which is determined to be total and permanent by a physician selected by the Company or its insurers and reasonably acceptable to the Executive or his legal representatives, or (ii) Executive is determined to be totally disabled by the Social Security Administration.  Executive must submit to a reasonable number of examinations, to be paid for by the Company, by the physician making the determination regarding disability under this Section 4(c), and Executive hereby authorizes the disclosure and release to the Company of such determination and all supporting medical records.  If Executive is not legally competent, Executive’s legal guardian or duly authorized attorney-in-fact will act in Executive’s stead under this Section 4(c), for the purposes of submitting Executive to the examinations, and for the purpose of providing the authorization of disclosure, required under this Section 4(c).

(d)            Death .  This Agreement will terminate automatically effective upon Executive’s death.

(e)            Benefits Continuation .  The Company will continue to pay for the continued coverage of the Executive and any of his family members covered on the date that termination of this Agreement is effective (“Covered Dependents”) under the health and medical benefit plans of the Company, including, among others, prescription drug, dental and vision coverage, as applicable (the “Medical Plan”), for the period commencing on the date of Executive’s “separation from service” as defined in Code Section 409A and Treasury Regulations Section 1.409A-1(h) (the “Service Separation Date”) and ending on the earlier of the date Executive becomes eligible for substantially similar coverage under the health and medical benefit plans of another employer, or eighteen (18) months after the Service Separation Date (the “Continuation Period”), at the same level of Company contribution applicable to similarly situated active employees of the Company during such period.  In addition, it is agreed that this continued health and medical coverage is provided in conjunction with and not in addition to, and will be, the continued coverage in accordance with Code Section 4980B, commonly referred to as “COBRA coverage.”

Notwithstanding anything in this Agreement to the contrary, at such time (if ever) during the Continuation Period as it becomes administratively impracticable for the Company to provide Executive and/or his Covered Dependents with full coverage under the Medical Plan, during the remainder of the Continuation Period the Company shall pay on Executive’s behalf the costs of any similar individual health and medical coverage providing comparable benefits for Executive and/or such Covered Dependents, up to a maximum of the applicable premiums which would have been paid by the Company during the remainder of the Continuation Period with respect to the lost coverage portion of the Medical Plan, such payment to be made upon Executive’s submission of proof of his prior payment of the premiums for such coverage.

(f)             Life Insurance.   Upon termination of this Agreement for any reason other than death, Company shall immediately, and without imposition of any charge, fee or cost of any sort other than proper reporting of any income tax consequence, transfer ownership of all policies of insurance on the life of Executive owned by the Company, if any, to Executive free and clear of all claims, liens and encumbrances whatsoever.

(g)            Employment .  Upon termination of this Agreement for any reason, including expiration of the Term or a termination for a reason specified in this Section 4, Executive’s employment shall also terminate and cease, and if he is a member thereof