Item 8.01 Other Events
On December 31, 2008, Denbury's wholly-owned indirect subsidiary which serves as the general partner of Genesis Energy, L.P. (the "Partnership"), entered into long-term compensation arrangements with Grant Sims, Joseph Blount, Jr. and Bob Deere, the chief executive officer, chief operating officer and chief financial officer, respectively, of the Partnership. To accommodate these arrangements, the general partner of the Partnership, Genesis Energy, Inc., was converted into a limited liability company, Genesis Energy, LLC ("LLC"), with no changes in its board of directors or officers. Each of these three senior executives was awarded a separate Class B membership interest in the LLC entitling them to receive a portion of the incentive distributions received by the LLC from the Partnership, and to have their Class B membership interests redeemed upon occurrence of specified events and circumstances. These various rights are subject to vesting requirements and growth in cash available before reserves of the Partnership. Additionally, the general partner entered into employment agreements with each of these three senior executives and adopted a deferred compensation plan under which awards were made to Messrs. Sims and Blount. The economic cost of distributions on, and redemption of, the Class B membership interests and amounts payable under the deferred compensation plan will be borne by Denbury (and are guaranteed by it), while salary and benefits payable under the employment agreements will be borne by the Partnership.

- 2 -

---