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                                                                    EXHIBIT 10.2







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                               SUNOCO PARTNERS LLC
                              ANNUAL INCENTIVE PLAN

                   (AMENDED AND RESTATED AS OF APRIL 21, 2005)










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                                    SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
                                       AMENDED AND RESTATED AS OF APRIL 21, 2005
<PAGE>

                               SUNOCO PARTNERS LLC
                              ANNUAL INCENTIVE PLAN


     1.  DEFINITIONS.  As used in this Plan, the following terms shall have the
         meanings herein specified:

         1.1  Affiliate - means, with respect to any entity, any other entity
              that directly or indirectly, through one or more intermediaries,
              controls, is controlled by or is under common control with, the
              entity in question. For purposes of this definition, "control"
              means the possession, direct or indirect, of the power to direct
              or cause the direction of the management and policies of an
              entity, whether through ownership of voting securities, by
              contract or otherwise.

         1.2  Board of Directors - shall mean the Board of Directors of the
              Company.

         1.3  Cause - shall mean

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

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

              (c) 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 pursuant to subsections
                  1.6(c)(1), (2), (3), (4) or (5)) within thirty (30) days
                  following the delivery of a written demand for substantial
                  performance to the Participant by the Board of Directors, or
                  any employee of the Company or an Affiliate with supervisory
                  authority over the Participant, that specifically identifies
                  the manner in which the Board of Directors or such supervising
                  employee believes that the Participant has not substantially
                  performed the Participant's duties; or

              (d) any act of willful misconduct by the Participant which:

                  (1) is intended to result in substantial personal enrichment
                      of the Participant at the expense of the Partnership, the
                      Company, or any respective Affiliates thereof; or

                  (2) has a material adverse impact on the business or
                      reputation of the Partnership, the Company, or any
                      respective Affiliate thereof (such determination to be
                      made by the Partnership, the Company, or any such
                      Affiliate in the good faith exercise of its reasonable
                      judgment).

         1.4  Change of Control - shall mean, and shall be deemed to have
              occurred upon the occurrence of one or more of the following
              events:

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

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



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                                    SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
                                       AMENDED AND RESTATED AS OF APRIL 21, 2005

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

         1.5  CIC Incentive Award - shall mean the incentive award payable in
              cash following a Change of Control, as described herein at Section
              8.4.

         1.6  CIC Participant - shall mean a Participant:

              (a) whose employment was terminated by the Company (other than for
                  cause) on or following the Change of Control, but before
                  payment of the CIC Incentive Award; or

              (b) whose employment was terminated by the Company (other than for
                  Cause) before the Change of Control, or

              (c) who terminated employment for one of the following reasons:

                  (1) the assignment to such Participant of any duties
                      inconsistent in a way significantly adverse to such
                      Participant, with such Participant's positions, duties,
                      responsibilities and status with the Company immediately
                      prior to the Change of Control, or a significant reduction
                      in the duties and responsibilities held by the Participant
                      immediately prior to the Change of Control, in each case
                      except in connection with such Participant's termination
                      of employment by the Company for Cause; or

                  (2) with respect to any Participant who is a member of the
                      Company's board of directors immediately prior to the
                      Change of Control, any failure of the members of the
                      Company to elect or re-elect, or of the Company to appoint
                      or re-appoint, the Participant as a member of such board
                      of directors; or

                  (3) a reduction by the Company in either the Participant's
                      annual base salary or guideline (target) bonus as in
                      effect immediately prior to the Change of Control; or

                  (4) the failure of the Company to provide the Participant with
                      employee benefits and incentive compensation opportunities
                      that:

                      (i)  are not less favorable than those provided to other
                           executives who occupy the same grade level at the
                           Company as the Participant, or if the Company's grade
                           levels are no longer applicable, to a similar peer
                           group of the executives of the Company; and

                      (ii) provide the Participant with benefits that are at
                           least as favorable, measured separately for: (A)
                           incentive compensation opportunities, (B) savings and
                           retirement benefits, (C) welfare benefits, and (D)
                           fringe benefits and vacation, as the most favorable
                           of each such category of benefit in effect for the
                           Participant at any time during the 120-day period
                           immediately preceding the Change of Control; or

                  (5) the Company requires the Participant to be based anywhere
                      other than the Participant's present work location or a
                      location within thirty-five (35) miles from the present
                      location; or the Company requires the Participant to
                      travel on Company business to an extent substantially more
                      burdensome than such




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                                    SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
                                       AMENDED AND RESTATED AS OF APRIL 21, 2005
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                      Participant's travel obligations during the period of
                      twelve (12) consecutive months immediately preceding the
                      Change of Control;

              provided, however, that in the case of a Participant whose
              employment terminates under either subsection 1.6(b) or (c), such
              Participant can demonstrate that such termination, or circumstance
              leading to the termination, was at the request of a third party
              with which the Company had entered into negotiations or an
              agreement regarding a Change of Control, or otherwise occurred in
              connection with a Change of Control; and further provided, that in
              either case, the Change of Control actually occurs within one (1)
              year following the employment termination and, in the event of a
              termination under 1.6(c), the termination occurs within 120 days
              after the occurrence of the event or events constituting the
              reason for such termination; or

              (d) who was, immediately before the Change of Control, eligible
                  for a prorated award under the provisions of Section 8.3; or

              (e) who was employed by the Company on the date of the Change of
                  Control and who does not incur a termination for Cause before
                  payment of the CIC Incentive Award, in the event that, prior
                  to the end of the calendar year in which the Change of Control
                  occurred, either:

                  (1) the Plan is terminated; or

                  (2) the performance measures and/or performance targets for
                      the applicable Plan Year are changed or modified,
                      resulting in a decrease in the amount of any CIC Incentive
                      Award otherwise payable.

         1.7  CIC Short Period - shall mean the portion of the Plan Year from
              January 1 to the date of the occurrence of a Change of Control.

         1.8  Company - shall mean Sunoco Partners LLC, a Delaware limited
              liability company. The term "Company" shall include any successor
              to Sunoco Partners LLC, any subsidiary or Affiliate that has
              adopted the Plan, or any company succeeding to the business of
              Sunoco Partners LLC by merger, consolidation, liquidation, or
              purchase of assets or stock, or similar transaction.

         1.9  Compensation Committee - shall mean the Compensation Committee of
              the Company's Board of Directors.

         1.10 Participant - shall mean a person participating or eligible to
              participate in the Plan, as determined under Section 4.

         1.11 Partnership - shall mean Sunoco Logistics Partners L.P., a
              Delaware limited partnership, and its subsidiaries.

         1.12 Plan - shall mean the Company's Annual Incentive Plan as amended
              and restated effective as of April 21, 2005.

         1.13 Plan Year - shall mean the performance (calendar) year.

         1.14 Pro-rated Bonus Award - shall mean an amount equal to the award
              otherwise payable to a Participant for the Plan Year in which the
              Participant's termination of employment with the Company (other
              than for Cause) is effective, multiplied by a fraction the
              numerator of which is the number of full and partial months in the
              applicable Plan Year through the date of termination of such
              Participant's employment, and the denominator of which is twelve
              (12).



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                                    SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
                                       AMENDED AND RESTATED AS OF APRIL 21, 2005
<PAGE>

     2. PURPOSE. The purpose of this Plan is to motivate management and the
employees of the Company and its Affiliates who perform services for the
Partnership to collectively produce outstanding results, encourage superior
performance, increase productivity, and aid in attracting and retaining key
employees.

     3. PLAN GUIDELINES. The administration of the Plan and any potential awards
granted pursuant to the Plan is subject to the determination by the Compensation
Committee of the Company's Board of Directors that the performance goals for the
applicable periods have been achieved. The Plan is an additional compensation
program designed to encourage Participants to exceed specified objective
performance targets for the designated period. The Compensation Committee will
review the Partnership's performance results for the designated performance
period, and thereafter will determine whether or not to approve awards under the
Plan.

     4.  PERFORMANCE TARGETS.

         4.1  Designation of Performance Targets. The Company's Chief Executive
              Officer shall recommend, subject to approval by the Company's
              Compensation Committee, the performance measures and performance
              targets to be used for each Plan Year in determining the bonus
              amounts to be paid under the Plan. Performance targets may be
              based on Partnership, business unit and/or individual
              achievements, or any combination of these, or on such other
              factors as the Company's Chief Executive Officer, subject to the
              approval of the Compensation Committee, may determine. Different
              performance targets may be established for different participants
              for any Plan Year. Satisfactory results, as determined by the
              Company's Compensation Committee in its sole discretion, must be
              achieved in order for an award to be made pursuant to the Plan.

         4.2  Equitable Adjustment to Performance Targets. At its discretion,
              the Compensation Committee may adjust actual performance measure
              results for extraordinary events or accounting adjustments
              resulting from significant asset purchases or dispositions or
              other events not contemplated or otherwise considered by the
              Compensation Committee when the performance measures and targets
              were set.

     5. PARTICIPANTS. The Compensation Committee, in consultation with the
Company's Chief Executive Officer, will designate members of management and
employees of the Company and its Affiliates as eligible to participate in the
Plan. Employees so designated shall be referred to as "Participants."

     6. PARTICIPATION LEVELS. A Participant's designated level of participation
in the Plan, or target bonus, will be determined under criteria established or
approved by the Compensation Committee for that Plan Year or designated
performance period. Levels of participation in the Plan may vary according to a
Participant's position and the relative impact such Participant can have on the
Company's and/or Affiliates' operations. Care will be used in communicating to
any participant his performance targets and potential performance amount for a
Plan Year. The amount of target bonus a participant may receive for any Plan
Year, if any, will depend upon the performance level achieved (unless waived)
for that Plan Year, as determined by the Compensation Committee. No Participant
shall have any claim to be granted any award under the Plan, and there is no
obligation for uniformity of treatment of Participants. The terms and conditions
of awards need not be the same respecting each Participant.

     7. AWARD PAYOUT. Awards typically will be determined after the end of the
Plan Year or designated performance period. Awards will be paid in cash
annually, unless otherwise determined by




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                                    SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
                                       AMENDED AND RESTATED AS OF APRIL 21, 2005
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the Compensation Committee. The Compensation Committee will have the discretion,
by Participant and by grant, to reduce (but not to increase) some or all of the
amount of any award that otherwise would be payable by reason of the
satisfaction of the applicable performance targets. In making any such
determination, the Compensation Committee is authorized to take into account any
such factor or factors it determines are appropriate, including but not limited
to Company, business unit and individual performance; provided, however, that
the exercise of such negative discretion with respect to one Participant may not
be used to increase the amount of any award otherwise payable to another
Participant.

         8.       TERMINATION OF EMPLOYMENT.

         8.1  Voluntary Termination. Except in the event of a Change of Control,
              if a Participant terminates his or her employment with the Company
              (for any reason other than retirement, death, permanent
              disability, or approved leave of absence) prior to December 31 of
              any Plan Year, such Participant will not receive payment of the
              award for such Plan Year, and will forfeit any right, title or
              interest in such award, unless and to the extent waived by the
              Compensation Committee in its sole discretion.

         8.2  Termination for Cause. A Participant will not receive payment of
              any award for a particular Plan Year if the Participant's
              employment with the Company is terminated for Cause prior to the
              payment of such award.

         8.3  Death, Retirement, Disability, Leaves of Absence, Etc. A Pro-rated
              Bonus Award, reflecting participation for a portion of the Plan
              Year, will be paid to any Participant whose employment status
              changed during the year as a result of:

              (a) death;

              (b) permanent disability (as determined by the Committee);

              (c) retirement;

              (d) approved leave of absence; or

              (e) termination at the Company's request (other than for Cause),
                  for Participants in salary Grade 11 or above on the employment
                  termination date.

              New hires and part-time employees also will receive a Pro-rated
              Bonus Award. Unless otherwise required by applicable law, any
              Pro-rated Bonus Award payable hereunder will be paid on the date
              when awards are otherwise payable as provided in the Plan.

         8.4  Change of Control. Upon the occurrence of a Change of Control, the
              terms of this Section 8.4 shall immediately become operative,
              without further action or consent by any person or entity, and
              once operative shall supersede and control over any other
              provisions of this Plan.:

              (a) Acceleration. The CIC Incentive Award shall be payable in cash
                  to all CIC Participants within thirty (30) days following the
                  occurrence of a Change of Control (or as soon as it is
                  practicable to determine the level of attainment of applicable
                  performance targets under subsection 8.4(a)(1)). Such award
                  shall be calculated according to the terms of the Plan, except
                  as follows:

                  (1) the level of attainment of applicable performance targets
                      shall be determined based upon the performance of the
                      Partnership for completed months from January 1 through
                      the date of the Change of Control.

                  (2) The amount of the CIC Incentive Award shall be equal to
                      the respective award adjusted to reflect the level of
                      attainment of applicable performance




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                                    SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
                                       AMENDED AND RESTATED AS OF APRIL 21, 2005
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                      targets, multiplied by the number of full and partial
                      months in the CIC Short Period divided by twelve (12).

                  (3) Notwithstanding anything herein to the contrary, no action
                      taken by the Compensation Committee or the Board of
                      Directors after a Change of Control, or before, but in
                      connection with, a Change of Control, may:

                      (i)  terminate or reduce the CIC Incentive Award or
                           prospective CIC Incentive Award payable to any
                           Participant in connection with such Change of Control
                           without the express written consent of such
                           Participant; or

                      (ii) adversely affect a Participant's rights under
                           subsection 8.4(b) in connection with such Change of
                           Control.

              (b) Attorney's Fees. The Company shall pay all reasonable legal
                  fees and related expenses incurred by a Participant in seeking
                  to obtain or enforce payment of the CIC Incentive Award to
                  which such Participant may be entitled under the Plan after a
                  Change of Control; provided, however, that the Participant
                  shall be required to repay any such amounts to the Company to
                  the extent a court of competent jurisdiction issues a final
                  and non-appealable order setting forth the determination that
                  the position taken by the Participant was frivolous or
                  advanced in bad faith.

         9. AMENDMENT AND TERMINATION. The Company's Compensation Committee, at
its sole discretion, may amend the Plan or terminate the Plan at any time.
(except as otherwise set forth in Section 8.4).

         10. ADMINISTRATION. The Compensation Committee may delegate the
responsibility for the administration and operation of the Plan to the Chief
Executive Officer (or designee) of the Company or any participating Affiliate.
The Compensation Committee (or the person(s) to which administrative authority
has been delegated) shall have the authority to interpret and construe any and
all provisions of the Plan, including all performance targets and whether and to
what extent achieved. Any determination made by the Compensation Committee (or
the person(s) to which administrative authority has been delegated) shall be
final and conclusive and binding on all persons.

         11. INDEMNIFICATION. Neither the Company, any participating Affiliate,
nor the Board of Directors, or any member or any committee thereof, of the
Company or any participating Affiliate, nor any employee of the Company or any
participating Affiliate shall be liable for any act, omission, interpretation,
construction or determination made in connection with the Plan in good faith;
and the members of the Company's Board of Directors, the Compensation Committee
and/or the employees of the Company or any participating Affiliate shall be
entitled to indemnification and reimbursement by the Company to the maximum
extent permitted by law in respect of any claim, loss, damage or expense
(including counsel's fees) arising from their acts, omission and conduct in
their official capacity with respect to the Plan.

     12. GENERAL PROVISIONS.

         12.1 Non-Guarantee of Employment. Nothing contained in this Plan shall
              be construed as a contract of employment between the Company
              and/or a participating Affiliate and a Participant, and nothing in
              this Plan shall confer upon any Participant any right to continued
              employment with the Company or a participating Affiliate, or to
              interfere with the right of the Company or a participating
              Affiliate to terminate a Participant's employment, with or without
              cause.



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                                    SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
                                       AMENDED AND RESTATED AS OF APRIL 21, 2005
<PAGE>

         12.2 Interests Not Transferable. No benefits under the Plan shall be
              subject in any manner to alienation, sale, transfer, assignment,
              pledge, attachment or other legal process, or encumbrance of any
              kind, and any attempt to do so shall be void.

         12.3 Facility Payment. Any amounts payable hereunder to any person
              under legal disability or who, in the judgment of the Compensation
              Committee or its designee, is unable to properly manage his or her
              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 Compensation Committee or its designee may
              select, and each participating Affiliate shall be relieved of any
              further liability for payment of such amounts.

         12.4 Controlling Law. To the extent not superseded by federal law, the
              law of the Commonwealth of Pennsylvania shall be controlling in
              all matters relating to the Plan.

         12.5 No Rights to Award. No person shall have any claim to be granted
              any award under the Plan, 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 recipient.

         12.6 Severability. If any Plan provision 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 the law deemed applicable by the
              Compensation 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 Compensation 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.

         12.7 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
              participating 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 participating Affiliate pursuant to an
              award, such right shall be no greater than the right of any
              general unsecured creditor of the Company or any participating
              Affiliate.

         12.8 Headings. Headings are given to the sections 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 of it.

         12.9 Tax Withholding. The Company and/or any participating Affiliate
              may deduct from any payment otherwise due under this Plan to a
              Participant (or beneficiary) amounts required by law to be
              withheld for purposes of federal, state or local taxes.




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                                    SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
                                       AMENDED AND RESTATED AS OF APRIL 21, 2005