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                                                                    Exhibit 10.3

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                               SUNOCO PARTNERS LLC
                        SPECIAL EXECUTIVE SEVERANCE PLAN

                             (AS OF APRIL 21, 2005)
















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                            SUNOCO PARTNERS LLC SPECIAL EXECUTIVE SEVERANCE PLAN
                                                          (AS OF APRIL 21, 2005)
<PAGE>

                                    ARTICLE I
                                   DEFINITIONS

     1.1 "Annual Compensation" - shall mean a Participant's annual base salary
as in effect immediately prior to the Change of Control, or, if greater,
immediately prior to the Employment Termination Date, plus the greater of (x)
the Participant's annual guideline (target) bonus as in effect immediately
before the Change of Control or, if higher, the Employment Termination Date, or
(y) the highest annual bonus awarded to the Participant with respect to any of
the three years ending before the Change of Control or any subsequent year
ending before the Employment Termination Date.

     1.2 "Benefit" or "Benefits" - shall mean any or all of the benefits that a
Participant is entitled to receive pursuant to Article III of the Plan.

     1.3 "Benefit Extension Period" - shall mean:

         (a)  for the Chief Executive Officer, three years; and

         (b)  for each other Executive Employee, two years.

     1.4 "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 (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 1.18(b)(1), (2), (3) or (4)) 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 Company's 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).

     Disputes with respect to whether "Cause" exists shall be resolved in
accordance with Article V.

     1.5 "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

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

     1.6 "Chief Executive Officer" - shall mean the individual serving as the
Chief Executive Officer of Sunoco Partners LLC, as of the date of reference.



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                            SUNOCO PARTNERS LLC SPECIAL EXECUTIVE SEVERANCE PLAN
                                                          (AS OF APRIL 21, 2005)
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     1.7 "Committee" - shall mean the administrative committee designated
pursuant to Article IV of the Plan to administer the Plan in accordance with its
terms.

     1.8 "Company" - shall mean Sunoco Partners LLC, Inc., a Pennsylvania
limited liability company, and Sunoco Lease Acquisition & Marketing LLC, a
Delaware limited liability company and subsidiary of Sunoco Partners LLC, and
any successors thereto.

     1.9 "Company Service" - shall mean, for purposes of determining Benefits
available to any Participant in this Plan, the total aggregate recorded length
of such Participant's service with the Company, including service prior to
February 8, 2002 with Sunoco,. Inc., or any affiliate thereof, as predecessor in
interest to operations of the Company. Company Service shall commence with the
Participant's initial date of employment and shall end with such Participant's
death, retirement, or termination for any reason. Company Service also shall
include:

         (a)  all periods of approved leave of absence (personal, family,
              medical, or military); provided, however, that the Participant
              returns to work within the prescribed time following the leave;

         (b)  any break in service of thirty (30) days or less; and

         (c)  any service credited under applicable Company policies with
              respect to the length of a Participant's employment by any
              non-affiliated entity that is subsequently acquired by, and
              becomes a part of, the Company's operations.

    1.10 "Compensation Committee" - shall mean the Compensation Committee of
Sunoco Partners LLC's board of directors.

    1.11 "Disability" - shall mean any illness, injury or incapacity of such
duration and type as to render a Participant eligible to receive long-term
disability benefits under the applicable broad-based long-term disability
program of the Company.

    1.12 "Employment Termination Date" - shall mean the date on which the
employment relationship between the Participant and the Company is terminated;
provided, however, that such employment relationship will not be deemed
terminated if the Participant subsequently is hired by Sunoco, Inc., or an
affiliate thereof, in connection with a Change of Control.

    1.13 "ERISA" - shall mean the Employee Retirement Income Security Act of
1974, as amended.

    1.14 "Executive Employee" - shall mean the Chief Executive Officer and any
individual who reports directly to the Chief Executive Officer.

    1.15 "Involuntary Plan" - shall mean the applicable involuntary termination
plan of the Company.

    1.16 "Participant" - shall mean any Executive Employee, employed by the
Company on or before the occurrence of any Change of Control, who:

         (a)  meets the eligibility requirements set forth in Section 2.2 of
              this Plan; and

         (b)  is participating in this Plan.

    1.17 "Plan" - shall mean the Sunoco Partners LLC Special Executive Severance
Plan, as set forth herein, and as the same may from time to time be amended.

    1.18 "Qualifying Termination" - of the employment of a Participant shall
mean any of the following:

         (a)  a termination of employment by the Company within two (2) years
              after a Change of Control, other than for Cause, death or
              Disability; or

         (b)  a termination of employment by the Participant within two (2)
              years after a Change of Control for one or more of the following
              reasons:

                  (1) the assignment to such Participant of any duties
                      inconsistent in a way




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                            SUNOCO PARTNERS LLC SPECIAL EXECUTIVE SEVERANCE PLAN
                                                          (AS OF APRIL 21, 2005)
<PAGE>

                      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;

                  (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 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 any such termination of
                  employment by the Participant under this subparagraph (b),
                  such termination shall not be deemed to be a Qualifying
                  Termination unless the termination occurs within 120 days
                  after the occurrence of the event or events constituting the
                  reason for the termination; or

              (c) before a Change of Control, a termination of employment by the
                  Company, other than a termination for Cause, or a termination
                  of employment by the Participant for one of the reasons set
                  forth in (b) above, if the affected Participant can
                  demonstrate that such termination or circumstance in (b) above
                  leading to the termination:

                  (1) was at the request of a third party with which the Company
                      had entered into negotiations or an agreement with regard
                      to a Change of Control; or

                  (2) otherwise occurred in connection with a Change of Control;



                                       3

                            SUNOCO PARTNERS LLC SPECIAL EXECUTIVE SEVERANCE PLAN
                                                          (AS OF APRIL 21, 2005)
<PAGE>

         provided, however, that in either such case, a Change of Control
         actually occurs within one (1) year following the Employment
         Termination Date.

              Any good faith determination made by the Participant that the
         Participant has experienced a Qualifying Termination pursuant to
         Section 1.18(b) shall be conclusive. A Participant's mental or physical
         incapacity following the occurrence of an event described above in (b)
         above shall not affect the Participant's ability to have a Qualifying
         Termination.

    1.20 "Retirement Plan" - shall have the meaning set forth in Section 3.1(c).

    1.21  "SERP" - shall have the meaning set forth in Section 3.1(c).


                                   ARTICLE II
                          PURPOSE, ELIGIBILITY AND TERM

     2.1 Purpose. The Company maintains this Plan to provide severance benefits
to Executive Employees, whose employment is terminated in connection with, or
following, a Change of Control. This Plan is not intended to be included in the
definitions of "employee pension benefit plan" and "pension plan" set forth
under Section 3(2) of ERISA. Rather, this Plan is intended to meet the
descriptive requirements of a plan constituting a "severance pay plan" within
the meaning of regulations published by the Secretary of Labor at Title 29, Code
of Federal Regulations, Section 2510.3-2(b). Accordingly, the Benefits paid by
the Plan are not deferred compensation.

     2.2 Eligibility. Each Executive Employee shall become a Participant upon
election by the Board of Directors or appointment by the Company. Except with
respect to the reimbursement for legal expenses, described under Section 3.8, in
order to receive a Benefit under this Plan, a Participant's employment must have
been terminated as a result of a Qualifying Termination. The Committee shall
determine whether any termination is a Qualifying Termination.

     2.3 Term of the Plan. The Plan will continue until such time as the
Compensation Committee, acting in its sole discretion, elects to modify,
supersede or terminate it; provided, however, that no such action taken after a
Change of Control, or before, but in connection with, a Change of Control, may
terminate or reduce the Benefits or prospective Benefits of any individual who
is a Participant on the date of the action without the express written consent
of the Participant.


                                   ARTICLE III
                                    BENEFITS

     3.1 Immediate Cash Benefit. In the event of a Qualifying Termination, the
cash amount to be paid to an eligible Participant shall be paid in a lump sum by
mailing to the last address provided by the Participant to the Company. In
general, payment shall be made within fifteen (15) days after the Participant's
Employment Termination Date but in no event later than thirty (30) days
thereafter. In the event the Company should fail to pay the applicable amounts
when due, the Participant also shall be entitled to receive from the Company an
amount representing interest on any unpaid or untimely paid amounts from the due
date to the date of payment at a rate equal to the prime rate of Citibank, N.A.
as in effect from time to time after such due date.

     The amount of this lump sum shall be equal to the sum of the following:

         (a)  An amount equal to the Participant's earned vacation (as
              determined under the Company's applicable vacation policy as in
              effect at the time of the Change of Control) through his or her
              Employment Termination Date;




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                            SUNOCO PARTNERS LLC SPECIAL EXECUTIVE SEVERANCE PLAN
                                                          (AS OF APRIL 21, 2005)
<PAGE>

         (b)  (1) for the Chief Executive Officer, Annual Compensation
              multiplied by three (3); (2) for each other Executive Employee,
              Annual Compensation multiplied by two (2);

         (c)  An amount equal to the excess of:

              (i)  the actuarial equivalent of the benefit under the Sunoco,
                   Inc. Retirement Plan or any successor defined benefit pension
                   plan (the "Retirement Plan") (utilizing actuarial assumptions
                   no less favorable to the Participant than those in effect
                   under the Retirement Plan immediately prior to the Change of
                   Control) and any excess or supplemental retirement plan,
                   including, without limitation, the Sunoco, Inc. Executive
                   Retirement Plan and the Sunoco, Inc. Pension Restoration
                   Plan, in which the Participant participates (collectively,
                   the "SERP") that the Participant would receive if the
                   Participant's employment continued throughout his/her Benefit
                   Extension Period, assuming for this purpose that all accrued
                   benefits are fully vested and assuming that the Participant's
                   compensation in each year of his/her Benefit Extension Period
                   is the Annual Compensation; over

              (ii) the actuarial equivalent of the Participant's actual benefit
                   (paid or payable), if any, under the Retirement Plan and the
                   SERP as of the Employment Termination Date (including any
                   additional benefit to which the Participant is entitled under
                   the Retirement Plan or the SERP in connection with the Change
                   of Control).

     3.2 Payments to Beneficiary(ies). Each Executive Employee shall designate a
beneficiary(ies) to receive any Benefits due hereunder in the event of the
Participant's death prior to the receipt of all such Benefits. Such beneficiary
designation shall be made in the manner, and at the time, prescribed by the
Company in its sole discretion. In the absence of an effective beneficiary
designation hereunder, the Participant's estate shall be deemed to be his or her
designated beneficiary.

     3.3 Executive Severance Benefits. In the event that Benefits are paid under
Section 3.1, the Participant shall continue to be entitled, through the end of
his/her Benefit Extension Period, to those employee benefits, based upon the
amount of coverage or benefits provided at the Change of Control, listed below:

     (a) Death benefits as follows:

         (1)  for Participants who became Executive Employees on or after
              January 1, 1985, an amount equal to one (1) times annual base
              salary at the Employment Termination Date; and

         (2)  for Participants who became Executive Employees before January 1,
              1985, an amount equal to two (2) times the sum of annual base
              salary and guideline (target) bonus at the Employment Termination
              Date.

              Any supplemental coverages elected under the Sunoco, Inc. Death
         Benefits Plan (or any similar plan of any of the following: a
         subsidiary or affiliate which has adopted this Plan; a corporation
         succeeding to the business of Sunoco, Inc.; and/or any subsidiary or
         affiliate, by merger, consolidation, liquidation, purchase of assets or
         stock, or similar transaction) will be discontinued under the terms of
         such plan or plans.

     (b) Medical plan benefits (including dental coverage), with COBRA
         continuation eligibility beginning as of the end of the Benefit
         Extension Period, except as provided hereinbelow at Section 3.4.

     (c) Life insurance coverage. In each case, when contributions are required
         of all Executive


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                            SUNOCO PARTNERS LLC SPECIAL EXECUTIVE SEVERANCE PLAN
                                                          (AS OF APRIL 21, 2005)

<PAGE>

         Employees at the time of the Participant's Employment Termination Date,
         or thereafter, if required of all other active Executive Employees, the
         Participant shall continue to be responsible for making the required
         contributions during the Benefit Extension Period in order to be
         eligible for the coverage. Notwithstanding the foregoing sentence, in
         lieu of the coverages provided under this Section 3.3, the Company may
         pay the Participant, at the time cash Benefits otherwise are to be
         paid, an amount (adjusted for taxes) equal to the then-present value of
         the total cost of such coverages, or the Company may provide the
         Participant with comparable coverage under a policy or policies of
         insurance. The Participant also shall be entitled to outplacement
         services during the Benefit Extension Period, at no cost to the
         Participant, from an experienced third-party vendor selected by the
         Committee.

     3.4 Special Medical Benefit.  In the event Benefits are paid to the
Participant under Section 3.1:

     (a) a Participant who, as of his/her Employment Termination Date, is fifty
         (50) or more years of age and has ten (10) or more years of Company
         Service, shall have medical (but not dental) benefits available under
         the same terms and conditions as other employees not yet eligible for
         Medicare coverage who retire under the terms of a Company retirement
         plan.

     (b) a Participant who, as of the Employment Termination Date, is fifty (50)
         or more years of age but has fewer than ten (10) years of Company
         Service, shall be eligible to receive Company medical plan benefits
         (excluding dental coverage) following the Benefit Extension Period, at
         a cost to any such Participant that is equal to the full premium cost
         of such coverage.

     Subject to modification or termination of such medical benefits as
generally provided to other employees not yet eligible for Medicare coverage who
retire under the terms of the Company's retirement plan(s), such benefits shall
continue until such time as the Participant becomes first eligible for Medicare,
or the Participant voluntarily cancels coverage, whichever is earlier.

     3.5 Retirement and Savings Plans. This Plan shall not govern and shall in
no way affect the Participant's interest in, or entitlement to benefits under,
any of the Company's "qualified" or supplemental retirement plans, and, except
to the extent specifically provided in Section 3.1(c), payments received under
any such plans shall not affect a Participant's right to any Benefit hereunder.

     3.6 Minimum Benefit; Effect of Executive Involuntary Severance Plan.

     (a) Notwithstanding the provisions of Sections 3.1, 3.3 and 3.4 hereof, the
         Benefits available under those Sections of this Plan shall not be less
         than those determined in accordance with the provisions of the Sunoco
         Partners LLC Special Employee Severance Plan. If the Participant
         determines that the benefits under the Sunoco Partners LLC Special
         Employee Severance Plan are more valuable to the Participant than the
         comparable Benefits set forth in Sections 3.1, 3.3 and 3.4 of this
         Plan, then the provisions used to calculate the Benefits available to
         the Participant under this Plan shall not apply, and the Benefits
         available to the Participant under Sections 3.1, 3.3 and 3.4 of this
         Plan shall be calculated using only Sections 3.3 and 3.4 of the Sunoco
         Partners LLC Special Employee Severance Plan, as if such provisions
         were a part of this Plan.

     (b) If a Participant is or becomes entitled to receive severance benefits
         under both the Involuntary Plan and Sections 3.1, 3.3 and/or 3.4 of
         this Plan, then the following rules shall apply, notwithstanding any
         other provision of this Plan nor any provision of the Involuntary Plan.
         If and to the extent such benefits become payable under the Involuntary
         Plan before such benefits become payable under this Plan, the
         Participant shall receive benefits under the Involuntary Plan until the
         benefits under this Plan become payable, and the benefits under this
         Plan shall be offset by the comparable benefits previously paid under
         the Involuntary Plan. If such benefits under this Plan become payable
         simultaneously with or before such




                                       6

                            SUNOCO PARTNERS LLC SPECIAL EXECUTIVE SEVERANCE PLAN
                                                          (AS OF APRIL 21, 2005)
<PAGE>

         benefits under the Involuntary Plan, the Participant shall not be
         entitled to any benefits under the Involuntary Plan.

     3.7 Effect on Other Benefits. There shall not be drawn from the continued
provision by the Company of any of the aforementioned Benefits any implication
of continued employment or of continued right to accrual of retirement benefits
under the Company's qualified or supplemental retirement plans, nor shall a
terminated employee, except as otherwise provided under the terms of the Plan,
accrue vacation days, paid holidays, paid sick days or other similar benefits
normally associated with employment for any part of the Benefit Extension Period
during which benefits are payable under this Plan. A Participant shall have no
duty to mitigate with respect to Benefits under this Plan by seeking or
accepting alternative employment. Further, the amount of any payment or benefit
provided for in this Plan shall not be reduced by any compensation earned by the
Participant as the result of employment by another employer, by retirement
benefits, by offset against any amount claimed to be owed by the Participant to
the Company, or otherwise.

     3.8 Legal Fees and Expenses.  The Company also shall pay to the Participant
all legal fees and expenses incurred by the Participant:

         (a)  in disputing in good faith any issue relating to the termination
              of the Participant's employment in connection with a Change of
              Control as a result of a Qualifying Termination entitling the
              Participant to Benefits under this Plan; or

         (b)  in seeking in good faith to obtain or enforce any Benefit or right
              provided by this Plan (or the payment of any Benefits through any
              trust established to fund Benefits under this Plan).

     Such payments shall be made as such fees and expenses are incurred by the
Participant, but in no event later than five (5) business days after delivery of
the Participant's written requests for payment accompanied with such evidence of
fees and expenses incurred as the Company reasonably may require. The
Participant shall reimburse the Company for such fees and expenses at such time
as a court of competent jurisdiction, or another independent third party having
similar authority, determines that the Participant's claim was frivolously
brought without reasonable expectation of success on the merits thereof.


                                   ARTICLE IV
                                 ADMINISTRATION

         4.1 Appointment of the Committee. The Committee shall consist of three
(3) or more persons appointed by the Compensation Committee. Committee members
may be, but need not be, employees of Sunoco Partners LLC. Following a Change of
Control, the individuals most recently so appointed to serve as members of the
Committee before the Change of Control, or successors whom they approve, shall
continue to serve as the Committee.

         4.2 Tenure of the Committee. Before a Change of Control, Committee
members shall serve at the pleasure of the Compensation Committee, and may be
discharged, with or without cause, by the Compensation Committee. Committee
members may resign at any time on ten (10) days' written notice.

         4.3 Authority and Duties. It shall be the duty of the Committee, on the
basis of information supplied to it by the Company, to determine the eligibility
of each Participant for Benefits under the Plan, to determine the amount of
Benefit to which each such Participant may be entitled, and to determine the
manner and time of payment of the Benefit consistent with the provisions hereof.
In addition, the exercise of discretion by the Committee need not be uniformly
applied to similarly situated Participants. The Company shall make such payments
as are certified to it by the Committee to be due to Participants. The



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                            SUNOCO PARTNERS LLC SPECIAL EXECUTIVE SEVERANCE PLAN
                                                          (AS OF APRIL 21, 2005)

<PAGE>

Committee shall have the full power and authority to construe, interpret and
administer the Plan, to correct deficiencies therein, and to supply omissions.
Except as provided in Section 5.8, all decisions, actions and interpretations of
the Committee shall be final, binding and conclusive upon the parties.

         4.4 Action by the Committee. A majority of the members of the Committee
shall constitute a quorum for the transaction of business at a meeting of the
Committee. Any action of the Committee may be taken upon the affirmative vote of
a majority of the members of the Committee at a meeting, or at the direction of
the chairperson, without a meeting by mail, telegraph, telephone or electronic
communication device; provided, however, that all of the members of the
Committee are informed of their right to vote on the matter before the Committee
and of the outcome of the vote thereon.

         4.5 Officers of the Committee. The Compensation Committee shall
designate one of the members of the Committee to serve as chairperson thereof.
The Compensation Committee shall also designate a person to serve as secretary
of the Committee, which person may be, but need not be, a member of the
Committee.

     4.6 Compensation of the Committee. Members of the Committee shall receive
no compensation for their services as such. However, all reasonable expenses of
the Committee shall be paid or reimbursed by the Company upon proper
documentation. The Company shall indemnify members of the Committee against
personal liability for actions taken in good faith in the discharge of their
respective duties as members of the Committee and shall provide coverage to them
under the Company's liability insurance program(s).

     4.7 Records, Reporting and Disclosure. The Company shall supply to the
Committee all records and information necessary to the performance of the
Committee's duties. The Committee shall keep all individual and group records
relating to Participants and former Participants and all other records necessary
for the proper operation of the Plan. Such records shall be made available to
the Company and to each Participant for examination during business hours except
that a Participant shall examine only such records as pertain exclusively to the
examining Participant and to the Plan. The Committee shall prepare and shall
file as required by law or regulation all reports, forms, documents and other
items required by ERISA, the Internal Revenue Code, and every other relevant
statute, each as amended, and all regulations thereunder (except that the
Company, as payor of the Benefits, shall prepare and distribute to the proper
recipients all forms relating to withholding of income or wage taxes, Social
Security taxes, and other amounts which may be similarly reportable).

     4.8 Payment. The Company shall make payments from its general assets to
Participants and shall provide the Benefits described in Article III hereof in
accordance with the terms of the Plan, as directed by the Committee.

     4.9 Actions of the Chief Executive Officer. Whenever a determination is
required of the Chief Executive Officer under the Plan, such determination shall
be made solely at the discretion of the Chief Executive Officer. In addition,
the exercise of discretion by the Chief Executive Officer need not be uniformly
applied to similarly situated Participants and shall be final and binding on
each Participant or beneficiary(ies) to whom the determination is directed.

     4.10 Bonding. The Committee shall arrange any bonding that may be required
by law, but no amount in excess of the amount required by law (if any) shall be
required by the Plan.





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                            SUNOCO PARTNERS LLC SPECIAL EXECUTIVE SEVERANCE PLAN
                                                          (AS OF APRIL 21, 2005)
<PAGE>

                                    ARTICLE V
                                CLAIMS PROCEDURES

         5.1 Application for Benefits. Benefits shall be paid by the Company
following an event that qualifies the Participant for Benefits. In the event a
Participant believes himself/herself eligible for Benefits under this Plan and
Benefit payments have not been initiated by the Company, the Participant may
apply for such Benefits by requesting payment of Benefits in writing from the
Committee.

         5.2 Appeals of Denied Claims for Benefits. In the event that any claim
for Benefits is denied in whole or in part, the Participant (or beneficiary, if
applicable) whose claim has been so denied shall be notified of such denial in
writing by the Committee, within thirty (30) days following submission by the
Participant (or beneficiary, if applicable) of such claim to the Committee. The
notice advising of the denial shall specify the reason or reasons for denial,
make specific reference to pertinent Plan provisions, describe any additional
material or information necessary for the claimant to perfect the claim
(explaining why such material or information is needed), and shall advise the
Participant of the procedure for the appeal of such denial. All appeals shall be
made by the following procedure:

              (a) The Participant whose claim has been denied shall file with
         the Committee a notice of desire to appeal the denial. Such notice
         shall be filed within sixty (60) days of notification by the Committee
         of the claim denial, shall be made in writing, and shall set forth all
         of the facts upon which the appeal is based. Appeals not timely filed
         shall be barred.

              (b) The Committee shall, within thirty (30) days of receipt of the
         Participant's notice of appeal, establish a hearing date on which the
         Participant may make an oral presentation to the Committee in support
         of his/her appeal. The Participant shall be given not less than ten
         (10) days' notice of the date set for the hearing.

              (c) The Committee shall consider the merits of the claimant's
         written and oral presentations, the merits of any facts or evidence in
         support of the denial of Benefits, and such other facts and
         circumstances as the Committee shall deem relevant. If the claimant
         elects not to make an oral presentation, such election shall not be
         deemed adverse to his/her interest, and the Committee shall proceed as
         set forth below as though an oral presentation of the contents of the
         claimant's written presentation has been made.

              (d) The Committee shall render a determination upon the appealed
         claim, within sixty (60) days of the hearing date, which determination
         shall be accompanied by a written statement as to the reasons therefor.


                                   ARTICLE VI
                                  MISCELLANEOUS

     6.1 Amendment, Suspension and Termination. The Company retains the right,
at any time and from time to time, to amend, suspend or terminate the Plan in
whole or in part, for any reason, and without either the consent of or the prior
notification to any Participant. Notwithstanding the foregoing, no such action
taken after a Change of Control, or before, but in connection with, a Change of
Control, may terminate or reduce the Benefits or prospective Benefits of any
Participant on the date of such action without the express written consent of
the Participant. No amendment, suspension or termination shall give the Company
the right to recover any amount paid to a Participant prior to the date of such
action or to cause the cessation and discontinuance of payments of Benefits to
any person or persons under the Plan already receiving Benefits.

     6.2 Nonalienation of Benefits. None of the payments, Benefits or rights of
any Participant shall be subject to any claim of any creditor, and, in
particular, to the fullest extent permitted by law, all such payments, Benefits
and rights shall be free from attachment, garnishment, trustee's process, or any
other legal or equitable process available to any creditor of such Participant.
No Participant shall have the right



                                       9

                            SUNOCO PARTNERS LLC SPECIAL EXECUTIVE SEVERANCE PLAN
                                                          (AS OF APRIL 21, 2005)
<PAGE>

to alienate, anticipate, commute, pledge, encumber or assign any of the Benefits
or payments which he/she may expect to receive, contingently or otherwise, under
this Plan.

     6.3 No Contract of Employment. Neither the establishment of the Plan, nor
any modification thereof, nor the creation of any fund, trust or account, nor
the payment of any Benefits shall be construed as giving any Participant, or any
person whosoever, the right to be retained in the service of the Company, and
all Participants shall remain subject to discharge to the same extent as if the
Plan had never been adopted.

     6.4 Severability of Provisions. If any provision of this Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provisions hereof, and this Plan shall be construed and enforced as if
such provisions had not been included.

     6.5 Successors, Heirs, Assigns, and Personal Representatives.  This Plan
shall be binding upon the heirs, executors, administrators, successors and
assigns of the parties, including each Participant.

     6.6 Headings and Captions. The headings and captions herein are provided
for reference and convenience only, shall not be considered part of the Plan,
and shall not be employed in the construction of the Plan.

     6.7 Gender and Number. Except where otherwise clearly indicated by context,
the masculine and the neuter shall include the feminine and the neuter, the
singular shall include the plural, and vice-versa.

     6.8 Unfunded Plan. The Plan shall not be funded. A Participant's right to
receive Benefits hereunder shall be no greater than the right of any unsecured
creditor of the Company. The Company may, but shall not be required to, set
aside or earmark an amount necessary to provide the Benefits specified herein
(including the establishment of trusts). In any event, no Participant shall have
any right to, or interest in, any assets of the Company which may be applied by
the Company to the payment of Benefits except as may be provided pursuant to the
terms of any trust established by the Company to provide Benefits.

     6.9 Payments to Incompetent Persons, Etc. Any Benefit payable to or for the
benefit of a minor, an incompetent person or other person incapable of
receipting therefor shall be deemed paid when paid to such person's guardian or
to the party providing, or reasonably appearing to provide for, the care of such
person, and such payment shall fully discharge the Company, the Committee and
all other parties with respect thereto.

    6.10 Lost Payees. A Benefit shall be deemed forfeited if the Committee is
unable to locate a Participant to whom a Benefit is due. Such Benefit shall be
reinstated if application is made by the Participant for the forfeited Benefit
while this Plan is in operation.

    6.11 Controlling Law.  This Plan shall be construed and enforced according
to the laws of the Commonwealth of Pennsylvania to the extent not preempted by
federal law.

    6.12 Successor Employer. The Company shall require any successor or
assignee, whether direct or indirect, by purchase, merger, consolidation or
otherwise, to all or substantially all the business or assets of the Company,
expressly and unconditionally to assume and agree to perform the Company's
obligations under this Plan, in the same manner and to the same extent that the
Company would be required to perform if no such succession or assignment had
taken place. In such event, the term "Company," shall mean the Company and any
successor or assignee to the business or assets which by reason hereof becomes
bound by the terms and provisions of this Plan.



                                       10


                            SUNOCO PARTNERS LLC SPECIAL EXECUTIVE SEVERANCE PLAN
                                                          (AS OF APRIL 21, 2005)