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.

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.

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.

(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.

(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.

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 .

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.

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.

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.

4.2             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:

(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.

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 Ac