GENESIS ENERGY, INC.
STOCK APPRECIATION RIGHTS PLAN
SECTION 1 PURPOSE
The purpose of the Stock Appreciation Rights Plan (the "Plan") is to advance the interests of Genesis Energy,
Inc. (the "Company") and its affiliates and owners by providing performance incentives to employees and
Directors of the Company whose present and potential contributions are important to the continued success of
the Company. The Plan is intended to enable the Company to attract and retain highly qualified persons for the
successful conduct of its business. These objectives are intended to be effected by creating a sense of equity
participation in the Company through the sharing of the appreciation in the unit price of Genesis Energy, L.P.
("GEL") Common Units. Definitions for certain terms are contained in Section 14 below.
SECTION 2 ELIGIBILITY
In order to be eligible for and receive an allocation of Units granted under Section 4 below for a Plan Year, the
Participant must be a regular, full-time active employee, not on probation, or a Director of the Company on the
date of the allocation of Units.
SECTION 3 ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company
(hereinafter referred to as the "Committee"). The Committee shall have full discretion and authority to administer
the Plan. Any interpretation by the Committee of the terms and conditions of the Plan shall be final. The Plan shall
be operated on a calendar year.
SECTION 4 STOCK APPRECIATION RIGHTS
(a) Stock Appreciation Rights (the "Units") will be allocated to the accounts (the "Accounts") of the Plan
participants (the "Participants") in a manner determined by the Committee in its full discretion.
(b) The total number of Units authorized for allocation to the Participants in the Plan each year shall be
determined by the Committee in its full discretion.
(c) For each year, the Committee shall determine, in its full discretion, the grant date for the allo