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                                                                    EXHIBIT 10.1







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                               SUNOCO PARTNERS LLC
                            LONG-TERM 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
                            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



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

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

              (iii) 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, such
     subcommittee thereof, or such other committee of the Board appointed to
     administer the Plan.

         2.7 "DER" or "Distribution Equivalent Right" means 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;

              (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



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                                    SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
                                       AMENDED AND RESTATED AS OF APRIL 21, 2005
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              (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 "Member" means, as of any date, any Person that has executed the
     limited liability company operating agreement of the Company (the "LLC
     Agreement") as a member of the Company, and thereafter been admitted to the
     Company as a member as provided in the LLC Agreement, but such term does
     not include any Person who has ceased to be a member in the Company.

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

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

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

          2.17 "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.

          2.18 "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.

          2.19 "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.

          2.20 "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.

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

          2.22 "Sunoco" means Sunoco, Inc.

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

     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 one million two hundred fifty thousand (1,250,000). 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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                                    SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
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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 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 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
         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
         Committee may, in its discretion, waive in whole or in part such
         forfeiture with respect to a Participant's Options.



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

                  (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

                  (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




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                                    SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
                                       AMENDED AND RESTATED AS OF APRIL 21, 2005
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              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 as may be determined by the Committee.

              (iv) Unit Certificates. All certificates for Units or other
         securities 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
         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 of Consideration. Notwithstanding anything in the Plan or
         any grant 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 OF CONTROL. In the event of a Change of Control,
         Restricted Units will be paid to the Participant no later than ninety
         (90) days following the date of occurrence of such Change of Control,
         regardless of whether the applicable Restricted Period has expired or
         whether applicable performance goals or targets have been met.

              For a Change of Control occurring within the first consecutive
         twelve-month period following the date of grant, the number of
         performance-based Restricted Units paid out with regard to such grant
         shall be equal to the total number of Restricted Units outstanding in
         such grant as of the Change of Control, not adjusted for any
         performance factors.

              For a Change of Control occurring after the first consecutive
         twelve-month period following the date of grant, the number of
         performance-based Restricted Units paid out with regard to such grant
         shall be the greater of:

                  (a) the total number of Restricted Units outstanding in such
              grant as of the Change of Control, not adjusted for any
              performance factors, or



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                                    SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
                                       AMENDED AND RESTATED AS OF APRIL 21, 2005
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                  (b) the total number of such Restricted Units outstanding in
              such grant, multiplied by the applicable performance factors
              related to the Partnership's actual performance immediately prior
              to the Change of Control.

              In the case of an award of Restricted Units conditioned upon the
         Participant's continued employment, the total number of Restricted
         Units outstanding in such grant as of the Change of Control shall be
         paid to the Participant.

              The Participant's Restricted Units shall be payable to the
         Participant in cash or Units, as determined by the Committee prior to
         the Change of Control, as follows:

                  (c) if the Participant is to receive Units, the Participant
              will receive the total number of Units stated above in this
              Section 6.3(vii); or

                  (d) if the Participant is to receive cash, the Participant
              will be paid an amount in cash equal to the number of Units stated
              above in this Section 6.3(vii), multiplied by the Fair Market
              Value per Unit. Such amount will be reduced by the applicable
              federal, state and local withholding taxes due.

              On or before the ninetieth (90th) day following the date of
         occurrence of the Change of Control, the Participant will be paid an
         amount in cash equal to the value of the applicable DERs on the number
         of Units being paid pursuant to this Section 6.3(vii) for the time
         period immediately preceding the Change of Control. Payout of
         Restricted Units and DERs shall be made to each Participant:

                  (c)  who is employed by the Company on the ninetieth (90th)
              day following the date of occurrence of the Change of Control; or

                  (d)  whose employment relationship with the Company is
              terminated:

                      (1) for Good Reason, or as a result of any "Qualifying
                  Termination" (as the such term may be defined in the
                  applicable agreement with Participant, evidencing the grant)
                  prior to the ninetieth (90th) day following the date of
                  occurrence of the Change of Control; or

                      (2) as a result of death, permanent disability or
                  retirement (as each is determined by the Committee), that has
                  occurred prior to the ninetieth (90th) day following the date
                  of occurrence of the Change of Control.

              The Committee may establish, at the time of the grant of
         Restricted Units, other conditions that must be met for payout to
         occur. These conditions shall be set forth in the Committee's
         resolution granting the Restricted Units and in the applicable
         agreements with Participants.

              Notwithstanding any provisions to the contrary in agreements
         evidencing Options granted thereunder, or in this Plan, each
         outstanding Option shall become immediately and fully exercisable upon
         the occurrence of any Change of Control."

              (viii) Sale of Significant Assets. In the event the Company or the
         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 within 180 days
              after the occurrence of the applicable sale or disposition
              constituting the reason for the termination; or


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                                    SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
                                       AMENDED AND RESTATED AS OF APRIL 21, 2005
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                  (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; provided, however, that neither the Board nor the
         Committee may increase the number of Units available for Awards under
         the Plan, without the express prior written consent of the Members of
         the Company.

              (ii) Amendments to Awards. The Committee may waive any conditions
         or 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 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.

         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



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


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.


                                       11

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