CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. EXECUTIVE DEFERRED COMPENSATION PLAN

Page

ARTICLE I PREAMBLE AND PURPOSE

1

1.1 Preamble

1

1.2 Purpose

1

1.3 ERISA Status

1

ARTICLE II DEFINITIONS AND CONSTRUCTION

2

2.1 Definitions

2

2.2 Construction

8

ARTICLE III PARTICIPATION AND FORFEITABILITY OF BENEFITS

9

3.1 Eligibility and Participation.

9

3.2 Forfeitability of Benefits

9

ARTICLE IV DEFERRAL, COMPANY CONTRIBUTIONS, DIVIDENDS, ACCOUNTING

11

4.1 General Rules Regarding Deferral Elections

11

4.2 Cash Incentive Award Deferrals

11

4.3 Company Contributions.

11

4.4 Distribution Equivalent Rights

12

4.5 Accounting for Deferred Compensation.

12

ARTICLE V VESTING AND DISTRIBUTION OF BENEFITS

14

5.1 Distribution Election

14

5.2 Termination Distributions to Key Employees

14

5.3 Scheduled In-Service Withdrawals

15

5.4 Unforeseeable Emergency

15

5.5 Accelerated Vesting and Distribution of Accounts

15

5.6 Termination of Employment Pursuant to a Termination for Cause or Voluntary Resignation

16

5.7 Relationship with the LTIP

16

5.8 Withholding

16

5.9 Impact of Reemployment on Benefits

16

ARTICLE VI PAYMENT LIMITATIONS

17

6.1 Spousal Claims.

17

6.2 Legal Disability

18

6.3 Assignment

18

ARTICLE VII FUNDING

20

7.1 Funding

20

7.2 Creditor Status

20

ARTICLE VIII ADMINISTRATION

21

8.1 The Board

21

8.2 Powers of Board

21

Page

8.3 Appointment of Plan Administrator

21

8.4 Duties of Plan Administrator

21

8.5 Indemnification of Board and Plan Administrator

23

8.6 Claims for Benefits.

23

8.7 Receipt and Release of Necessary Information

24

8.8 Overpayment and Underpayment of Benefits

24

ARTICLE IX OTHER BENEFIT PLANS OF THE COMPANY

26

9.1 Other Plans

26

ARTICLE X AMENDMENT AND TERMINATION OF THE PLAN

27

10.1 Continuation

27

10.2 Amendment of Plan

27

10.3 Termination of Plan

27

10.4 Termination of Affiliate’s Participation

28

ARTICLE XI MISCELLANEOUS

29

11.1 No Reduction of Employer Rights

29

11.2 Provisions Binding

29

EXHIBIT A VESTING SCHEDULES

A-1

1.1

Preamble . This Calumet Specialty Products Partners, L.P. Executive Deferred Compensation Plan (the " Plan ") is intended to permit Calumet Specialty Products Partners, L.P. (the " Company "), its participating Affiliates and its General Partner, as defined herein (collectively, the " Employer "), to attract and retain a select group of management or highly compensated Employees and Directors, as defined herein.

The Employer may adopt one or more trusts to serve as a possible source of funds for the payment of benefits under this Plan.

1.2

Purpose . Through this Plan, the Employer intends to permit the deferral of compensation and to provide additional benefits to Directors and a select group of management or highly compensated Employees of the Employer. The Employer desires to accomplish these objectives by helping to provide for the retirement of those Employees and Directors chosen to participate in the Plan.

1.3

ERISA Status . It is intended that this Plan will not constitute a "qualified plan" subject to the limitations of section 401(a) of the Code, nor will it constitute a "funded plan," for purposes of such requirements. It also is intended that this Plan will be exempt from the participation and vesting requirements of Part 2 of Title I of ERISA, the funding requirements of Part 3 of Title I of ERISA, and the fiduciary requirements of Part 4 of Title I of ERISA by reason of the exclusions afforded plans that are unfunded and maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees.

2.1

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

(a)

" Account " means one or more of the bookkeeping accounts maintained by the Company or its agent on behalf of a Participant, as described in more detail in Section 4.5.

(b)

" Affiliate " means an entity that is a member of a controlled group of entities (as defined in section 414(b) of the Code) that includes the Company, any trade or business (whether or not incorporated) that is in common control (as defined in section 414(c) of the Code) with the Company, or any entity that is a member of the same affiliated service group (as defined in section 414(m) of the Code) as the Company, and includes the General Partner; provided, however, that the term "Affiliate" shall not apply to an Affiliate of the General Partner.

(c)

" Alternate Payee " means any spouse, former spouse, child, or other dependent of a Participant who is recognized by a DRO as having a right to receive all, or a portion of, the benefits payable under the Plan with respect to such Participant.

(d)

" Beneficiary " means the person or persons designated by the Participant to receive a distribution of his benefits under the Plan upon the death of the Participant, on a beneficiary designation form prescribed by the Plan Administrator and lastly filed with the Plan Administrator. If the Participant is married, his spouse will be his Beneficiary, unless his spouse consents in writing to the designation of an alternate Beneficiary. In the event that a Participant fails to designate a Beneficiary, or if the Participant’s Beneficiary does not survive the Participant, the Participant’s Beneficiary will be his surviving spouse, if any, or if the Participant does not have a surviving spouse, his estate. The term "Beneficiary" also will mean a Participant’s spouse or former spouse who is entitled to all or a portion of a Participant’s benefit pursuant to Section 6.1.

(e)

" Board " means the Board of Directors of the General Partner of the Company.

(f)

" Cash Incentive Award " means an annual cash incentive payment to a Participant pursuant to an Employer Incentive Plan, an annual cash retainer payment to a Director, or any other cash incentive payment designated by the Plan Administrator as an eligible cash incentive under the Plan.

(g)

" Cash Incentive Award Deferral " means the Cash Incentive Award deferral made by a Participant pursuant to Section 4.2.

(h)

" Change of Control " shall have the meaning given that term in the LTIP as in effect on December 31, 2008; provided, however, that any modification to the

definition of "change of control" in the LTIP adopted after December 31, 2008 shall apply for purposes of this Plan, except that any modification to such definition adopted on or after, or within 180 days prior to, a Change of Control shall not apply in determining the definition of such term under this Plan unless such amendment is favorable to the Participant; and provided further, however, that in the event any distribution due to a Participant under this Plan would also constitute "deferred compensation" within the meaning of the Treasury Regulation § 1.409A-1(b)(1), either by design or due to a subsequent modification in the terms of such distribution or as a result in a change in the law occurring after the Effective Date, then to the extent such distribution is not exempt from section 409A of the Code by an applicable exemption, the term " Change of Control " shall mean an event that constitutes not only a Change of Control event described in the LTIP, but also constitutes a "change in control" within the meaning of section 409A of the Code and any Internal Revenue Service guidance promulgated with respect to section 409A of the Code.

(i)

" Code " means the Internal Revenue Code of 1986, as amended from time to time.

(j)

" Company " means Calumet Specialty Products Partners, L.P., a Delaware limited partnership.

(k)

" Compensation Committee " means the Compensation Committee of the Board.

(l)

" Director " means a member of the Board who is not an Employee.

(m)

" DER " means a distribution equivalent right, being a contingent right, granted in tandem with a specific Phantom Unit, to receive an amount in cash equal to the cash distributions made by the Company with respect to a Unit during the period such Phantom Unit is outstanding; provided, however, that a DER will remain subject to the same vesting restrictions and forfeiture provisions as the Phantom Unit to which the DER relates.

(n)

" Disability " means (i) a Participant’s inability to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) the Participant is, by reason of a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan of the Employer.

(o)

" Discretionary Contribution " means the contribution made by the Employer on behalf of a Participant as described in Section 4.3(b).

(p)

" DRO " means a domestic relations order that is a judgment, decree, or order (including one that approves a property settlement agreement) that relates to the provision of child support, alimony payments or marital property rights to a spouse, former spouse, child or other dependent of a Participant and is rendered

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

(i)

Creates or recognizes the existence of an Alternate Payee’s right to, or assigns to an Alternate Payee the right to receive all or a portion of the benefits payable with respect to a Participant under the Plan;

(ii)

Does not require the Plan to provide any type or form of benefit, or any option, not otherwise provided under the Plan;

(iii)

Does not require the Plan to provide increased benefits (determined on the basis of actuarial value);

(iv)

Does not require the payment of benefits to an Alternate Payee that are required to be paid to another Alternate Payee under another order previously determined to be a DRO; and

(v)

Clearly specifies: the name and last known mailing address of the Participant and of each Alternate Payee covered by the DRO; the amount or percentage of the Participant’s benefits to be paid by the Plan to each such Alternate Payee, or the manner in which such amount or percentage is to be determined; the number of payments or payment periods to which such order applies; and that it is applicable with respect to this Plan.

(q)

" Effective Date " means January 1, 2009, except as provided otherwise herein.

(r)

" Election Form " means the written forms provided by the Plan Administrator pursuant to which the Participant consents to participation in the Plan and makes elections with respect to deferrals. Such Participant consent and elections may be done either in writing or on-line through an electronic signature, as the Plan Administrator prescribes.

(s)

" Eligible Person " means an Employee that is eligible to receive a Cash Incentive Award under an Employer Incentive Plan and designated as an Eligible Person by the Plan Administrator. As provided in Section 3.1, the Plan Administrator may at any time, in its sole and absolute discretion, limit the classification of Employees who are eligible to participate in the Plan for a Plan Year and/or may modify or terminate an Eligible Person’s participation in the Plan without the need for an amendment to the Plan.

(t)

" Employee " means each select member of management or highly compensated employees receiving remuneration, or who is entitled to remuneration, for services rendered to the Employer, in the legal relationship of employer and employee.

(u)

" Employer " means, collectively, the Company, each Affiliate which has adopted the Plan as a participating employer, and the General Partner. An Affiliate may evidence its adoption of the Plan either by a formal action of its governing body or by commencing deferrals and taking other administrative actions with respect

to this Plan on behalf of its employees. An entity will cease to be a participating employer as of the date such entity ceases to be an Affiliate.

(v)

" Employer Incentive Plan " means a cash incentive arrangement or plan maintained by the Employer.

(w)

" ERISA " means the Employee Retirement Income Security Act of 1974, as amended from time to time.

(x)

" Fair Market Value " means the closing sales price of a Unit on the principal national securities exchange or other market in which trading in Units occurs on the applicable date (or if there is no trading in the Units on the applicable date, on the next preceding date on which there was trading) as reported in The Wall Street Journal (or other reporting service approved by the Plan Administrator). If Units are not traded on a national securities exchange or other market at the time a determination of fair market value is required to be made hereunder, the determination of fair market value shall be made in good faith by the Plan Administrator.

(y)

" Five Percent Owner " means any person who owns (or is considered as owning within the meaning of section 318 of the Code) more than five percent (5%) of the outstanding units of the Company or an Affiliate or units possessing more than five percent (5%) of the total combined voting power of all units of the Company or an Affiliate. The rules of sections 414(b), (c) and (m) of the Code will not apply for purposes of applying these ownership rules. Thus, this ownership test will be applied separately with respect to the Company and each Affiliate.

(z)

"General Partner" means Calumet GP, LLC, a Delaware limited liability company.

(aa)

" Key Employee " means, at any time in which the units of any Employer are publicly traded on an established securities market (within the meaning of Treasury Regulation § 1.409A-1, et seq. ), any Employee or former Employee (including any deceased Employee) who at any time during the Plan Year was:

(i)

an officer of the Company or an Affiliate having compensation within the meaning of section 415(c) of the Code of greater than the dollar amount set forth in section 416(i), as adjusted under section 416(i)(1) of the Code ( i.e. , $160,000 in 2009);

(ii)

a Five Percent Owner; or

(iii)

a One Percent Owner having compensation within the meaning of section 415(c) of the Code of more than one hundred fifty thousand dollars ($150,000).

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

treated as Key Employees for the twelve (12) month period beginning on the first day of the fourth month following the end of the twelve (12) month period ( i.e. , since the identification date is December 31, then the twelve (12) month period to which it applies begins on the next following April 1).

The determination of who is a Key Employee will be made in accordance with sections 416(i) and 409A of the Code and other guidance of general applicability issued thereunder. For purposes of determining whether an Employee or former Employee is an officer, a Five Percent Owner or a One Percent Owner, the Company and each Affiliate will be treated as a separate employer ( i.e. , the controlled group rules of sections 414(b), (c), (m) and (o) of the Code will not apply). Conversely, for purposes of determining whether the adjusted dollar limit on compensation is met under the officer test described in Section 2.1(y)(i), compensation from the Company and all Affiliates will be taken into account ( i.e. , the controlled group rules of sections 414(b), (c), (m) and (o) of the Code will apply). Further, in determining who is an officer under the officer test described in Section 2.1(y)(i), no more than fifty (50) employees of the Company or its Affiliates ( i.e. , the controlled group rules of sections 414(b), (c), (m) and (o) of the Code will apply) will be treated as officers. If the number of officers exceeds fifty (50), the determination of which Employees or former Employees are officers will be determined based on who had the largest annual compensation from the Company and Affiliates for the Plan Year.

(bb)

" Long-Term Incentive Plan " or " LTIP " means the Calumet GP, LLC Long-Term Incentive Plan.

(cc)

" Matching Contribution " means the contribution made by the Employer on behalf of a Participant as described in Section 4.3(a).

(dd)

" Normal Retirement " means a Participant’s Termination of Employment with the Employer on or after the date that he reaches the age of 66.

(ee)

" One Percent Owner " means any person who would be described as a Five Percent Owner if "one percent (1%)" were substituted for "five percent (5%)" each place where it appears therein.

(ff)

" Open Enrollment Period " means the period occurring each year during which an Eligible Person may make his elections to defer his Cash Incentive Award for a subsequent Plan Year pursuant to Article IV. Open Enrollment Periods will end no later than December 31 of each Plan Year preceding the Plan Year in which the services will be performed with respect to the Cash Incentive Award to be deferred.

(gg)

" Participant " means each Eligible Person who has been designated for participation in this Plan and each Employee or former Employee (or Director or former Director) whose participation in this Plan has not terminated. Each such Participant who is currently employed by the Employer or serving as a member of the Board will be referred to herein as an "Active Participant" and each such

Employee who is no longer employed by the Employer and each Director who is no longer serving as a member of the Board but has an Account balance under the Plan will be referred to herein as an "Inactive Participant."

(hh)

" Phantom Unit " means a phantom (notional) Unit which, upon full vesting, entitles a Participant to receive a Unit, an amount of cash equal to the Fair Market Value of a Unit, or some combination of Units and cash, as determined at the discretion of the Plan Administrator.

(ii)

" Plan " means the Calumet Specialty Products Partners, L.P. Executive Deferred Compensation Plan as set forth herein and as the same may be amended from time to time.

(jj)

" Plan Administrator " means the Compensation Committee, unless the Board appoints a different individual, individuals or committee to handle the day-to-day administration of the Plan.

(kk)

" Plan Year " means the calendar year.

(ll)

" Scheduled In-Service Withdrawal " means a distribution elected by the Participant for an in-service withdrawal of amounts of Cash Incentive Award Deferrals, Matching Contributions or Discretionary Contributions made in a given Plan Year, as set forth on the Election Form for such Plan Year.

(mm)

" Scheduled Withdrawal Date " means the distribution date elected by the Participant for a Scheduled In-Service Withdrawal.

(nn)

" Special Enrollment Period " means the thirty (30) day period after an Employee is employed by the Employer (or a Director is elected to the Board) and advised of his eligibility to participate in the Plan during which the Eligible Person may make his elections to defer a Cash Incentive Award earned after such election pursuant to Article IV. The Plan Administrator may also designate certain periods as Special Enrollment Periods to the extent permitted under section 409A of the Code.

(oo)

" Termination for Cause " shall mean a Termination of Employment due to an event constituting "Cause" under a Participant’s employment agreement with the Employer, and in the event that no employment agreements exists, for any of the following events: (1) commission of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Employer or other conduct harmful or potentially harmful to the Employer’s best interest, as reasonably determined by the Plan Administrator; (2) any conviction, plea of no contest or nolo contendere, deferred adjudication or unadjudicated probation for any felony, or any crime involving moral turpitude; or (3) continued failure to substantially perform Participant’s material obligations and duties of employment with the Employer.

(pp)

" Termination of Employment " means (i) with respect to an Employee, the date that such Employee ceases performing services for the Employer and its Affiliates

in the capacity of an employee and (ii) with respect to a Director, the date that such Director ceases to provide services to the Company as a member of the Board; provided, however, that in each case such event constitutes a "separation from service" within the meaning of Treasury Regulation § 1.409A-1(h). An Employee who transfers employment between entities that are considered an "Employer" under this Plan, regardless of whether such entity has adopted the Plan as a participating employer, will not incur a Termination of Employment.

(qq)

" Trustee " means the individual or entity appointed to serve as trustee of any trust established as a possible source of funds for the payment of benefits under this Plan as provided in Section 7.1.

(rr)

" Unforeseeable Emergency " means a severe financial hardship to the Participant resulting from (i) an illness or accident of the Participant, his spouse, his beneficiary, or his dependent (as defined under section 152(a) of the Code), (ii) a loss of the Participant’s property due to casualty, or (iii) any other similar extraordinary and unforeseeable loss arising from events beyond the control of the Participant, as determined by the Plan Administrator in its sole and absolute discretion and in accordance with the requirements of section 409A of the Code.

A distribution on account of Unforeseeable Emergency may be made only to the extent that the Participant’s need cannot be met through insurance reimbursements, the liquidation of other assets (but only if such liquidation would not itself cause a hardship), or by cessation of Cash Incentive Award Deferrals under the Plan. The amount of the distribution cannot exceed the amount necessary to meet the need (plus any taxes resulting from the distribution).

(ss)

" Unit " means a common unit of the Company.

(tt)

" Voluntary Resignation " means a Participant’s voluntary Termination of Employment, other than for Normal Retirement.

2.2

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

3.1

Eligibility and Participation .

(a)

Determination of Eligibility . It is intended that eligibility to participate in the Plan will be limited to Eligible Persons, as determined by the Plan Administrator, in its sole and absolute discretion. During the Open Enrollment Period, each Eligible Person will be contacted in writing and informed that he may elect to defer portions of his Cash Incentive Award and will be provided with an Election Form and such other forms as the Plan Administrator will determine. An Eligible Person will become a Participant by completing all required forms and making a deferral election during an Open Enrollment Period pursuant to Section 4.1. Eligibility to become a Participant for any Plan Year will not entitle an Eligible Person to continue as an Active Participant for any subsequent Plan Year.

(b)

Limits on Eligibility . The Plan Administrator may at any time, in its sole and absolute discretion, limit the classification of Employees eligible to participate in the Plan and/or may limit or terminate an Eligible Person’s participation in the Plan.

An Employee who takes an Unforeseeable Emergency distribution pursuant to Section 5.4 of this Plan will have his Cash Incentive Award Deferral under this Plan suspended for the remainder of the Plan Year in which such distribution occurs.

(c)

Eligibility on Initial Employment . If an Eligible Person is employed or elected to the Board during the Plan Year and designated by the Plan Administrator to be a Participant for such year, such Eligible Person may elect to participate in the Plan during the Special Enrollment Period for the remainder of such Plan Year, by completing all required forms under Section 4.1 and making a Cash Incentive Award Deferral election pursuant to Section 4.2. Designation as a Participant for the Plan Year in which he is employed or elected to the Board will not entitle the Eligible Person to continue as an Active Participant for any subsequent Plan Year.

(d)

Loss of Eligibility Status . A Participant under this Plan who separates from employment with the Employer, or who ceases to be a Director, will continue as an Inactive Participant under this Plan until the Participant has received payment of all amounts payable to him under this Plan. In the event that an Eligible Person ceases active participation in the Plan because the Eligible Person is no longer described as a Participant pursuant to this Section 3.1, or because he ceases making deferrals of Cash Incentive Awards, the Eligible Person will continue as an Inactive Participant under this Plan until he has received payment of all amounts payable to him under this Plan.

3.2

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

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

End or Article III

4.1

General Rules Regarding Deferral Elections . An Eligible Person may become a Participant in the Plan for the applicable Plan Year by electing during the Open Enrollment Period to defer his Cash Incentive Award pursuant to the terms of this Section 4.1 on an Election Form. Such Election Form will be submitted to the Plan Administrator by the date specified by the Plan Administrator and will be effective with respect to any Cash Incentive Award the Participant earns beginning January 1 of the Plan Year immediat