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                                                                    Exhibit 10.3

                               SUNOCO PARTNERS LLC
                            LONG-TERM INCENTIVE PLAN

SECTION 1.        Purpose of the Plan.

     The Sunoco Partners LLC Long-Term Incentive Plan (the "Plan") is intended
to promote the interests of Sunoco Logistics Partners L.P., a Delaware limited
partnership (the "Partnership"), by providing to employees and directors of
Sunoco Partners LLC, a Pennsylvania limited liability company (the "Company"),
and its Affiliates who perform services for the Partnership and its
subsidiaries, incentive awards for superior performance that are based on Units.
The Plan is also intended to enhance the ability of the Company and its
Affiliates to attract and retain employees whose services are key to the growth
and profitability of the Partnership, and to encourage them to devote their best
efforts to the business of the Partnership and its subsidiaries, thereby
advancing the Partnership's interests.

SECTION 2.   Definitions.

     As used in the Plan, the following terms shall have the meanings set forth
below:

     2.1 "Affiliate" means, with respect to any Person, any other Person that
directly or indirectly, through one or more intermediaries, controls, is
controlled by or is under common control with, the Person in question. As used
herein, the term "control" means the possession, direct or indirect, 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.

     2.2 "Award" means a grant of one or more Options or Restricted Units
pursuant to the Plan, and shall include any tandem DERs granted with respect to
such Award.

     2.3 "Board" means the Board of Directors of the Company.

     2.4 "Cause" means:

         (i) fraud or embezzlement on the part of the Participant;

         (ii) conviction of or the entry of a plea of nolo contendere by the
Participant to any felony;

         (iii) the willful and continued failure or refusal by the Participant
     to perform substantially the Participant's duties with the Company or an
     Affiliate thereof (other than any such failure resulting from incapacity
     due to physical or mental illness, or death, or following notice of
     employment termination by the Participant for Good Reason) within thirty
     (30) days following the delivery of a written demand for substantial
     performance to the Participant by the Board, or any employee of the Company
     or an Affiliate with supervisory authority over the Participant, that
     specifically identifies the manner in which the Board or such supervising
     employee believes that the Participant has not substantially performed the
     Participant's duties; or

         (iv) any act of willful misconduct by the Participant which: (a) is
     intended to result in substantial personal enrichment of the Participant at
     the expense of the Partnership, the Company or any of their Affiliates; or
     (b) has a material adverse impact on the business or reputation of the
     Partnership, the Company or any Affiliate thereof (such determination to be
     made by the

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     Partnership, the Company or any such Affiliate in the good faith exercise
     of its reasonable judgment).

     2.5 "Change of Control" means, and shall be deemed to have occurred upon
the occurrence of one or more of the following events:

         (i) any sale, lease, exchange or other transfer (in one transaction or
     a series of related transactions) of all or substantially all of the assets
     of the Company or the Partnership to any Person or its Affiliates, other
     than to Sunoco or any Affiliate of Sunoco;

         (ii) the consolidation, reorganization, merger or other transaction
     pursuant to which more than 50% of the combined voting power of the
     outstanding equity interests in the Company cease to be owned by Sunoco and
     its Affiliates;

         (iv) a "Change in Control" of Sunoco, as defined from time to time in
the Sunoco stock plans; or

         (iv) the general partner (whether the Company or any other Person) of
     the Partnership ceases to be an Affiliate of Sunoco.

     2.6 "Committee" means the Compensation Committee of the Board or such other
committee of the Board appointed to administer the Plan.

     2.7 "DER" means a contingent right, granted in tandem with a specific
Restricted Unit, to receive an amount in cash equal to the cash distributions
made by the Partnership with respect to a Unit during the period such Restricted
Unit is outstanding.

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

     2.9 "Employee" means any employee of the Company or an Affiliate, who
performs services for the Partnership.

     2.10 "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     2.11 "Fair Market Value" means, as of any date and in respect of any Unit,
the opening price of a Unit on such date (which price shall be the closing price
of a Unit on the previous trading day, as reflected in the consolidated trading
tables of The Wall Street Journal or any other publication selected by the
Committee). If there is no sale of Units on the New York Stock Exchange for more
than ten (10) days immediately preceding such date, or if deemed appropriate by
the Committee for any other reason, the Fair Market Value of such Units shall be
as determined in good faith by the Committee in such other manner as it may deem
appropriate.

     2.12 "Good Reason" means:

         (i) a reduction in the Participant's annual base salary;

         (ii) failure to pay the Participant any compensation due under an
employment agreement, if any;

         (iii) failure to continue to provide benefits substantially similar to
     those then enjoyed by the Participant unless the Partnership, the Company
     or their Affiliates provide aggregate benefits equivalent to those then in
     effect;

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         (iv) failure to continue a compensation plan or to continue the
     Participant's participation in a plan on a basis not materially less
     favorable to the Participant, subject to the power of the Partnership, the
     Company or their Affiliates to amend such plans in their reasonable
     discretion, including, without limitation, providing a replacement plan; or

         (v) the Partnership, the Company or their Affiliates purported
     termination of the Participant's employment for Cause not pursuant to a
     procedure indicating the specific provision of the definition of Cause
     contained in this Plan as the basis for such termination of employment;

     The Participant may not terminate for Good Reason unless he has given
written notice delivered to the Partnership, the Company or their Affiliates, as
appropriate, of the action or inaction giving rise to Good Reason, such notice
to state with specificity the nature of the breach, failure or refusal, and such
action or inaction is not corrected within thirty (30) days thereafter.

     2.13 "Option" means on option to purchase Units granted under the Plan.

     2.14 "Participant" means any Employee or Director granted an Award under
the Plan.

     2.15 "Partnership Agreement" means the Amended and Restated Agreement of
 Limited Partnership of the Partnership.

     2.16 "Person" means an individual or a corporation, limited liability
company, partnership, joint venture, trust, unincorporated organization,
association, government agency or political subdivision thereof or other entity.

     2.17 "Restricted Period" means the period established by the Committee with
respect to an Award during which the Award either remains subject to forfeiture
or is not exercisable by the Participant.

     2.18 "Restricted Unit" means a phantom, or notional, unit granted under the
Plan which is equivalent in value and in distribution rights to a Unit and
which, upon vesting, entitles the Participant to receive a Unit or its Fair
Market Value in cash, whichever is determined by the Committee.

     2.19 "Rule 16b-3" means Rule 16b-3 promulgated by the SEC under the
Exchange Act, or any successor rule or regulation thereto as in effect from time
to time.

     2.20 "SEC" means the Securities and Exchange Commission, or any successor
thereto.

     2.21 "Sunoco" means Sunoco, Inc.

     2.21 "Unit" means a Common Unit of the Partnership.


SECTION 3. Administration.

     The Plan shall be administered by the Committee. A majority of the
Committee shall constitute a quorum, and the acts of the members of the
Committee who are present at any meeting thereof at which a quorum is present,
or acts unanimously approved by the members of the Committee in writing, shall
be the acts of the Committee. Annual grant levels for Participants will be
recommended to the Committee by the Chief Executive Officer of the Company.

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     Subject to the terms of the Plan and applicable law, and in addition to
other express powers and authorizations conferred on the Committee by the Plan,
the Committee shall have full power and authority to:

         (i) designate Participants;

         (ii) determine the type or types of Awards to be granted to a
Participant;

         (iii) determine the number of Units to be covered by Awards;

         (iv) determine the terms and conditions of any Award;

         (v) determine  whether,  to what extent,  and under what  circumstances
Awards may be settled,  exercised,  canceled,  or
     forfeited;

         (vi) interpret and administer the Plan and any instrument or agreement
relating to an Award made under the Plan

         (vii) establish, amend, suspend, or waive such rules and regulations
     and appoint such agents as it shall deem appropriate for the proper
     administration of the Plan; and

         (viii) make any other determination and take any other action that the
     Committee deems necessary or desirable for the administration of the Plan.

     Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect to
the Plan or any Award shall be within the sole discretion of the Committee, may
be made at any time and shall be final, conclusive, and binding upon all
Persons, including the Company, the Partnership, any Affiliate, any Participant,
and any beneficiary of any Award.

     Subject to the following and any applicable law, the Committee, in its sole
discretion, may delegate any or all of its powers and duties under the Plan to
the Chief Executive Officer of the Company, including the power to grant Awards
under the Plan, provided the Chief Executive Officer is also a member of the
Board, subject to such limitations on such delegated powers and duties as the
Committee may impose, if any. Upon any such delegation all references in the
Plan to the "Committee", other than in Section 7 ("Amendment and Termination"),
shall be deemed to include the Chief Executive Officer; provided, however, that
such delegation shall not limit the Chief Executive Officer's right to receive
Awards under the Plan. Notwithstanding the foregoing, the Chief Executive
Officer may not grant Awards to, or take any action with respect to any Award
previously granted to, a person who is an officer subject to Rule 16b-3 or a
member of the Board.

SECTION 4. Units Available for Awards.

     4.1 Units Available. Subject to adjustment as provided in Section 4.3, the
number of Units with respect to which Awards may be granted under the Plan is
_______________. If any Award is forfeited or otherwise terminates or is
canceled without the delivery of Units, then the Units covered by such Award, to
the extent of such forfeiture, termination , or cancellation, shall again be
Units with respect to which Awards may be granted.

     4.2 Sources of Units Deliverable Under Awards. Any Units delivered pursuant
to an Award shall consist, in whole or in part, of Units acquired in the open
market, from any Affiliate, the Partnership or any other Person, or any
combination of the foregoing, as determined by the Committee in its discretion.

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     4.3 Adjustments. If the Committee determines that any distribution (whether
in the form of cash, Units, other securities, or other property),
re-capitalization, split, reverse split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase, or exchange of Units or other
securities of the Partnership, issuance of warrants or other rights to purchase
Units or other securities of the Partnership, or other similar transaction or
event affects the Units such that an adjustment is determined by the Committee
to be appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of:

         (i) the number and type of Units (or other securities or property) with
respect to which Awards may be granted;

         (ii) the number and type of Units (or other securities or property)
subject to outstanding Awards; and

         (iii) if deemed appropriate, make provision for a cash payment to the
     holder of an outstanding Award; provided, that the number of Units subject
     to any Award will always be a whole number.

SECTION 5. Eligibility.

     Any Employee or Director will be eligible to be designated a Participant
and receive an Award under the Plan.

SECTION 6. Awards.

     6.1 Options. The Committee shall have the authority to determine the
Employees and Directors to whom Options will be granted, the number of Units to
be covered by each Option, the purchase price therefor and the conditions and
limitations applicable to the exercise of the Option, including the following
terms and conditions and such additional terms and conditions, as the Committee
shall determine, that are not inconsistent with the provisions of the Plan.

          (i) Exercise Price. The purchase price per Unit purchasable under an
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     Option shall be determined by the Committee at the time the Option is
     granted but shall not be less than its Fair Market Value as of the date of
     grant.

         (ii) Time and Method of Exercise. The Committee shall determine the
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     Restricted Period, i.e., the time or times at which an Option may be
     exercised in whole or in part, and the method or methods by which payment
     of the exercise price with respect thereto may be made or deemed to have
     been made which may include, without limitation, cash, check acceptable to
     the Company, a "cashless-broker" exercise (through procedures approved by
     the Company), other securities or other property, a note from the
     Participant (in a form acceptable to the Company), or any combination
     thereof, having a Fair Market Value on the exercise date equal to the
     relevant exercise price.

         (iii) Forfeiture. Except as otherwise provided in the terms of the
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     Option grant, upon termination of a Participant's employment with the
     Company and its Affiliates or membership on the Board, whichever is
     applicable, for any reason during the applicable Restricted Period, all
     Options shall be forfeited by the Participant, unless otherwise provided in
     a written employment agreement (if any) between the Participant and the
     Company or one or more of its Affiliates. The

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     Committee may, in its discretion, waive in whole or in part such forfeiture
     with respect to a Participant's Options.

     6.2 Restricted Units. The Committee shall have the authority to determine
the Employees and Directors to whom Restricted Units shall be granted, the
number of Restricted Units to be granted to each such Participant, the duration
of the Restricted Period, the conditions under which the Restricted Units may
become vested or forfeited, and such other terms and conditions as the Committee
may establish respecting such Awards, including whether DERs are granted with
respect to such Restricted Units.

         (i) DERs. To the extent provided by the Committee, in its discretion, a
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     grant of Restricted Units may include a tandem DER grant, which may provide
     that such DERs shall be paid directly to the Participant, be credited to a
     bookkeeping account (with or without interest in the discretion of the
     Committee) subject to the same restrictions as the tandem Award, or be
     subject to such other provisions or restrictions as determined by the
     Committee in its discretion.

         (ii) Forfeiture. Except as otherwise provided in the terms of the Award
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     agreement, upon termination of a Participant's employment with the Company
     and its Affiliates or membership on the Board, whichever is applicable, for
     any reason during the applicable Restricted Period, all Restricted Units
     shall be forfeited by the Participant, unless otherwise provided in a
     written employment agreement (if any) between the Participant and the
     Company or one or more of its Affiliates. The Committee may, in its
     discretion, waive in whole or in part such forfeiture with respect to a
     Participant's Restricted Units.

         (iii) Lapse of Restrictions. Upon, or as soon as reasonably practicable
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     following, the vesting of each Restricted Unit, the Participant shall be
     entitled to receive from the Company one Unit or its Fair Market Value, in
     cash, as determined by the Committee, subject to the provisions of Section
     8.2.

 6.3 General.

         (i) Awards May Be Granted Separately or Together. Awards may, in the
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     discretion of the Committee, be granted either alone or in addition to, in
     tandem with, or in substitution for any other Award granted under the Plan
     or any award granted under any other plan of the Company or any Affiliate.
     Awards granted in addition to or in tandem with other Awards or awards
     granted under any other plan of the Company or any Affiliate may be granted
     either at the same time as or at a different time from the grant of such
     other Awards or awards.

         (ii) Limits on Transfer of Awards.
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              (a) Except as provided in (b) below:

                      (1) no Award and no right under any such Award may be
              assigned, alienated, pledged, attached, sold or otherwise
              transferred or encumbered by a Participant and any such purported
              assignment, alienation, pledge, attachment, sale, transfer or
              encumbrance shall be void and unenforceable against the Company or
              any Affiliate

                      (2) each Option shall be exercisable only by the
              Participant during the Participant's lifetime, or by the person to
              whom the Participant's rights shall pass by will or the laws of
              descent and distribution; and

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              (b) To the extent specifically provided by the Committee with
         respect to an Option grant, an Option may be transferred by a
         Participant without consideration to immediate family members or
         related family trusts, limited partnerships or similar entities or on
         such terms and conditions as the Committee may from time to time
         establish. In addition, Awards may be transferred by will and the laws
         of descent and distribution.

         (iii) Term of Awards. The term of each Award shall be for such period
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as may be determined by the Committee.

         (iv) Unit Certificates. All certificates for Units or other securities
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     of the Partnership delivered under the Plan pursuant to any Award or the
     exercise thereof shall be subject to such stop transfer orders and other
     restrictions as the Committee may deem advisable under the Plan or the
     rules, regulations, and other requirements of the SEC, any stock exchange
     upon which such Units or other securities are then listed, and any
     applicable federal or state laws, and the Committee may cause a legend or
     legends to be put on any such certificates to make appropriate reference to
     such restrictions.

         (v) Consideration for Grants. Awards may be granted for such
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     consideration as the Committee determines including, without limitation,
     services or such minimal cash consideration as may be required by
     applicable law.

         (vi) Delivery of Units or other Securities and Payment by Participant
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     of Consideration. Notwithstanding anything in the Plan or any grant
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     agreement to the contrary, delivery of Units pursuant to the exercise or
     vesting of an Award may be deferred for any period during which, in the
     good faith determination of the Committee, the Company is not reasonably
     able to obtain Units to deliver pursuant to such Award without violating
     the rules or regulations of any applicable law or securities exchange. No
     Units or other securities shall be delivered pursuant to any Award until
     payment in full of any amount required to be paid pursuant to the Plan or
     the applicable Award agreement (including, without limitation, any exercise
     price or any tax withholding) is received by the Company. Such payment may
     be made by such method or methods and in such form or forms as the
     Committee shall determine, including, without limitation, cash, other
     Awards, withholding of Units, cashless broker exercises with immediate
     sale, or any combination thereof; provided, however, that the combined
     value, as determined by the Committee, of all cash and cash equivalents and
     the Fair Market Value of any such Units or other property so tendered to
     the Company, as of the date of such tender, is at least equal to the full
     amount required to be paid to the Company pursuant to the Plan or the
     applicable Award agreement.

         (vii) Change in Control. Upon a Change in Control, or such period prior
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     thereto as may be established by the Committee, all Awards shall
     automatically vest and become payable or exercisable, as the case may be,
     in full. In this regard, all Restricted Periods shall terminate and all
     performance criteria, if any, shall be deemed to have been achieved at the
     maximum level.

         (viii) Sale of Significant Assets. In the event the Company or the
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     Partnership sells or otherwise disposes of, other than to an Affiliate, a
     significant portion of the assets under its control, (such significance to
     be determined by action of the Board of the Company in its sole
     discretion), and as a consequence of such disposition:

              (a) a Participant's employment is terminated by the Partnership,
         the Company or their Affiliates without Cause or by the Participant for
         Good Reason; provided, however, that in the case of any such
         termination by the Participant under this subparagraph 6.3(viii)(a),
         such termination shall not be deemed to be for Good Reason unless the
         termination occurs

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          within 180 days after the occurrence of the applicable sale or
          disposition constituting the reason for the termination; or

               (b) as a result of such sale or disposition, the Participant's
          employer shall no longer be the Partnership, the Company or one of
          their Affiliates,

     then all of such Participant's Awards shall automatically vest and become
     payable or exercisable, as the case may be, in full. In this regard, all
     Restricted Periods shall terminate and all performance criteria, if any,
     shall be deemed to have been achieved at the maximum level.

SECTION 7.    Amendment and Termination.

     Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award agreement or in the Plan:

         (i) Amendments to the Plan. Except as required by applicable law or the
             ----------------------
     rules of the principal securities exchange on which the Units are traded
     and subject to Section 7(ii) below, the Board or the Committee may amend,
     alter, suspend, discontinue, or terminate the Plan in any manner, including
     increasing the number of Units available for Awards under the Plan, without
     the consent of any partner, Participant, other holder or beneficiary of an
     Award, or other Person.

         (ii) Amendments to Awards. The Committee may waive any conditions or
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     rights under, amend any terms of, or alter any Award theretofore granted,
     provided no change, other than pursuant to Section 7(iii), in any Award
     shall materially reduce the benefit to Participant without the consent of
     such Participant.

         (iii) Adjustment of Awards Upon the Occurrence of Certain Unusual or
               --------------------------------------------------------------
     Nonrecurring Events. The Committee is hereby authorized to make adjustments
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     in the terms and conditions of, and the criteria included in, Awards in
     recognition of unusual or nonrecurring events (including, without
     limitation, the events described in Section 4.3 of the Plan) affecting the
     Partnership or the financial statements of the Partnership, or of changes
     in applicable laws, regulations, or accounting principles, whenever the
     Committee determines that such adjustments are appropriate in order to
     prevent dilution or enlargement of the benefits or potential benefits
     intended to be made available under the Plan.

SECTION 8.    General Provisions.

     8.1 No Rights to Awards. No Person shall have any claim to be granted any
Award, and there is no obligation for uniformity of treatment of Participants.
The terms and conditions of Awards need not be the same with respect to each
Participant.

     8.2 Withholding. The Company or any Affiliate is authorized to withhold
from any Award, from any payment due or transfer made under any Award or from
any compensation or other amount owing to a Participant the amount (in cash,
Units, other securities, Units that otherwise would be issued pursuant to such
Award or other property) of any applicable taxes payable in respect of the grant
of an Award, its exercise, the lapse of restrictions thereon, or any payment or
transfer under an Award or under the Plan and to take such other action as may
be necessary in the opinion of the Company to satisfy its withholding
obligations for the payment of such taxes.

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     8.3 No Right to Employment. The grant of an Award shall not be construed as
giving a Participant the right to be retained in the employment of the Company
or any Affiliate or to remain on the Board, as applicable. Further, the Company
or an Affiliate may at any time dismiss a Participant from employment, free from
any liability or any claim under the Plan, unless otherwise expressly provided
in the Plan or in any Award agreement.

     8.4 Governing Law. The validity, construction, and effect of the Plan and
any rules and regulations relating to the Plan shall be determined in accordance
with the laws of the Commonwealth of Pennsylvania and applicable federal law.

     8.5 Severability. If any provision of the Plan or any Award is or becomes
or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as
to any Person or Award, or would disqualify the Plan or any Award under any law
deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform to the applicable laws, or if it cannot be construed or
deemed amended without, in the determination of the Committee, materially
altering the intent of the Plan or the Award, such provision shall be stricken
as to such jurisdiction, Person or Award and the remainder of the Plan and any
such Award shall remain in full force and effect.

     8.6 Other Laws. The Committee may refuse to issue or transfer any Units or
other consideration under an Award if, in its sole discretion, it determines
that the issuance or transfer of such Units or such other consideration might
violate any applicable law or regulation, the rules of the principal securities
exchange on which the Units are then traded, or entitle the Partnership or an
Affiliate to recover the entire then Fair Market Value thereof under Section
16(b) of the Exchange Act, and any payment tendered to the Company by a
Participant, other holder or beneficiary in connection with the exercise of such
Award shall be promptly refunded to the relevant Participant, holder or
beneficiary.

     8.7 No Trust or Fund Created. Neither the Plan nor any Award shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate and a Participant or any other
Person. To the extent that any Person acquires a right to receive payments from
the Company or any Affiliate pursuant to an Award, such right shall be no
greater than the right of any general unsecured creditor of the Company or any
Affiliate.

     8.8 No Fractional Units. No fractional Units shall be issued or delivered
pursuant to the Plan or any Award, and the Committee shall determine whether
cash, other securities, or other property shall be paid or transferred in lieu
of any fractional Units or whether such fractional Units or any rights thereto
shall be canceled, terminated, or otherwise eliminated.

     8.9 Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.

     8.10 Facility Payment. Any amounts payable hereunder to any person under
legal disability or who, in the judgment of the Committee, is unable to properly
manage his financial affairs, may be paid to the legal representative of such
person, or may be applied for the benefit of such person in any manner which the
Committee may select, and the Company shall be relieved of any further liability
for payment of such amounts.

     8.11 Gender and Number. Words in the masculine gender shall include the
feminine and the neuter, the plural shall include the singular and the singular
shall include the plural.

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SECTION 9.    Term of the Plan.

     The Plan shall be effective on the date of its approval by the Board and
shall continue until the date terminated by the Board or Units are no longer
available for grants of Awards under the Plan, whichever occurs first. However,
unless otherwise expressly provided in the Plan or in an applicable Award
Agreement, any Award granted prior to such termination, and the authority of the
Board or the Committee to amend, alter, adjust, suspend, discontinue, or
terminate any such Award or to waive any conditions or rights under such Award,
shall extend beyond such termination date.

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