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                                                                  Exhibit 10.1.1

                            RESTRICTED UNIT AGREEMENT
                                    UNDER THE
                  SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN


     This Restricted Unit Agreement (the "Agreement"), entered into as of
__________ (the "Agreement Date"), by and between Sunoco Partners LLC (the
"Company") and _______________, an employee of the Company or one of its
subsidiaries (the "Participant");

                              W I T N E S S E T H:
                               - - - - - - - - - -

         WHEREAS, in order to make certain awards to key employees of the
     Company and its subsidiaries, the Company maintains the Sunoco Partners LLC
     Long-Term Incentive Plan (the "Plan"); and

         WHEREAS, the Plan is administered by the Compensation Committee of the
     Company's Board of Directors (the "Committee"); and

         WHEREAS, the Committee has determined to grant to Participant, pursuant
     to the terms and conditions of the Plan, an award (the "Award") of
     Restricted Units, representing rights to receive common units, representing
     limited partnership interests in of Sunoco Logistics Partners L.P. (the
     "Partnership"), which are subject to a risk of forfeiture by the
     Participant, with the payout of such Restricted Units being conditioned
     upon the Participant's continued employment with the Company through the
     end of a three-year restricted period (the "Restricted Period"); and

         WHEREAS, the Participant has determined to accept such Award;

         NOW, THEREFORE, the Company and the Participant, each intending to be
     legally bound hereby, agree as follows:


                                    ARTICLE I
                            AWARD OF RESTRICTED UNITS

1.1      IDENTIFYING PROVISIONS. For purposes of this Agreement, the following
         terms shall have the following respective meanings:

         (a)  Participant                   :
                                              ---------------------------------

         (b)  Date of Grant                 :
                                              ---------------------------------

         (c)  Number of Restricted Units    :
                                              ---------------------------------

         (d)  Restricted Period             :
                                              ---------------------------------

     Any initially capitalized terms and phrases used in this Agreement but not
     otherwise defined herein, shall have the respective meanings ascribed to
     them in the Plan.



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1.2      AWARD OF RESTRICTED UNITS. Subject to the terms and conditions of the
         Plan and this Agreement, the Participant is hereby granted the number
         of Restricted Units set forth herein at Section 1.1.

1.3      DISTRIBUTION EQUIVALENT RIGHTS ("DERS"). The Participant shall be
         entitled to receive payment from the Company in an amount equal to each
         cash distribution payable subsequent to the Date of Grant (each such
         entitlement being a distribution equivalent right or "DER"), just as
         though the Participant, on the applicable record date for payment of
         such cash distribution, had been the holder of record of common units,
         representing limited partnership interests in the Partnership, equal to
         the actual number of Restricted Units, if any, earned and received by
         the Participant at the end of the Restricted Period. The Company shall
         establish a bookkeeping methodology to account for the distribution
         equivalents to be credited to the Participant in recognition of these
         DERs. Such distribution equivalents will not bear interest.

1.4      PAYMENT OF RESTRICTED UNITS AND RELATED DERS. Full payout of the Award
         is conditioned only upon the Participant's continued employment with
         the Company throughout the Restricted Period beginning on
         _______________ and ending on _______________. The full Award shall
         become vested and payable, if the Participant is employed by the
         Company at such time. Actual payment in respect of the earned
         Restricted Units and the earned DER Account shall be made to the
         Participant within ninety (90) days after the Restricted Period for
         such Restricted Units has ended.

         (a)  Payment in respect of Restricted Units earned.
              Except as provided by this Section 1.5 hereof, all payment for
              Restricted Units earned shall be made in common units representing
              limited partnership interests in the Partnership. The number of
              common units paid shall be equal to the number of Restricted Units
              earned; provided, however, that any fractional units shall be
              distributed as an amount of cash equal to the Fair Market Value of
              such fractional unit on the date of payment.

         (b)  Payment of Related Earned Distribution Equivalents. The
              Participant will be entitled to receive from the Company at the
              end of the Restricted Period, cash payment in respect of the
              related distribution equivalents earned.

         Applicable federal, state and local taxes shall be withheld in
         accordance with Section 2.6 hereof.

1.5      CHANGE OF CONTROL.

         (a)  Payment of Restricted Units. In the event of a Change of Control,
              the Restricted Units subject to this award will be paid to the
              Participant no later than ninety (90) days following the date of
              occurrence of such Change of Control. The number of Restricted
              Units paid out shall be equal to the total number of Restricted
              Units outstanding in this award as of the Change of Control,
              regardless of whether the applicable Restricted Period has
              expired. The Restricted Units subject to this award shall be
              payable to the Participant in cash or Units, as determined by the
              Committee prior to the Change of Control, as follows:

                      (1) if the Participant is to receive Units, the
                  Participant will receive the total number of Units stated
                  above in this Section 1.6(a); or

                      (2) 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 1.6(a), multiplied by the Fair
                  Market Value per Unit immediately prior to the Change of
                  Control. Such amount will be reduced by the applicable
                  federal, state and local withholding taxes due.


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         (b)  Distribution Equivalents. 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
              Section 1.6(a) hereof, for the time period immediately preceding
              the Change of Control.

         (c)  Eligibility for Payout. Payout of Restricted Units and DERs shall
              be made to each Participant:

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

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

                  (A) for Good Reason, or as a result of any Qualifying
                      Termination prior to the ninetieth (90th) day following
                      the date of occurrence of the Change of Control; or

                  (B) 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..

         (d)  Qualifying Termination - shall mean the following:

              (1) a termination of employment by the Company within six (6)
                  months after a Change of Control, other than for Cause, death
                  or permanent disability;

              (2) a termination of employment by the Participant within six (6)
                  months after a Change of Control for one or more of the
                  following reasons:

                  (i)   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

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

                  (iii) 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 (d),
                  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



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              (3) 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 (2) above, if the affected Participant can
                  demonstrate that such termination or circumstance in (2) above
                  leading to the termination:

                  (i)  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

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

                  provided, however, that in either such case, a Change of
                  Control actually occurs within one (1) year following the
                  Participant's employment termination date.

1.6      TERMINATION OF EMPLOYMENT.

         (a)  Death, Disability or Retirement. Upon the occurrence, prior to the
              end of the Restricted Period, of either of the following :

              (1) the death of the Participant;

              (2) the termination of the Participant's employment with the
                  Company by reason of retirement or permanent disability (as
                  each is determined by the Committee); or

              (3) other involuntary termination not for Cause, and not
                  associated with any Change of Control,

              a portion of the Restricted Units subject to this award
              automatically shall vest and become payable to the Participant in
              an amount of cash equal to the number of Restricted Units
              outstanding multiplied by:

              (4) a fraction, the numerator of which is the number of full and
                  partial months from April 20, 2004 through the date of
                  termination of such Participant's employment with the Company,
                  and the denominator of which is thirty-three (33); and

              (5) the average closing price for Common Units of Sunoco Logistics
                  Partners L.P. (the "Partnership"), reflected in the
                  consolidated trading tables of The Wall Street Journal
                  (presently the New York Stock Exchange Composite Transactions
                  quotations) for the thirty (30) trading day period prior the
                  date of termination of such Participant's employment, and
                  rounding the result upwards to the nearest whole number.

              The Participant also will be entitled to payment in cash in
              respect of the related DERs applicable to such vested portion of
              the award.

         (b)  Other Termination of Employment. Except as provided in Sections
              1.5 and 1.6(a) above, or as determined by the Committee, upon
              termination of the Participant's employment with the Company prior
              to the end of the Restricted Period (whether as a result of
              termination for Cause by the Company, or voluntary resignation by
              Participant, or otherwise), the Participant shall forfeit 100% of
              such Participant's Restricted Units, together with the related
              DERs, and the Participant shall not be entitled to receive any
              common units, representing limited partnership interests of the
              Partnership, or any payment in respect of any DERs.




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                                   ARTICLE II
                               GENERAL PROVISIONS

2.1      NON-ASSIGNABILITY. The Restricted Units and the related earned DERs
         covered by this Agreement shall not be assignable or transferable by
         the Participant, except by will or the laws of descent and
         distribution, unless otherwise provided by the Committee. During the
         life of the Participant, the Restricted Units and the related DERs
         covered by this Agreement shall be payable only to the Participant or
         the guardian or legal representative of such Participant, unless the
         Committee provides otherwise.

2.2      HEIRS AND SUCCESSORS. This Agreement shall be binding upon and inure to
         the benefit of, the Company and its successors and assigns, and upon
         any person acquiring, whether by merger, consolidation, purchase of
         assets or otherwise, all or substantially all of the Company's assets
         and business. In the event of the Participant's death prior to payment
         of the Restricted Units and/or the related DERs, payment may be made to
         the estate of the Participant to the extent such payment is otherwise
         permitted by this Agreement. Subject to the terms of the Plan, any
         benefits distributable to the Participant under this Agreement that are
         not paid at the time of the Participant's death shall be paid at the
         time and in the form determined in accordance with the provisions of
         this Agreement and the Plan, to the legal representative or
         representatives of the estate of the Participant.

2.3      NO RIGHT OF CONTINUED EMPLOYMENT. The receipt of this award does not
         give the Participant, and nothing in the Plan or in this Agreement
         shall confer upon the Participant, any right to continue in the
         employment of the Company or any of its subsidiaries. Nothing in the
         Plan or in this Agreement shall affect any right which the Company or
         any of its subsidiaries may have to terminate the employment of the
         Participant. The payment of earned Restricted Units, and the related
         DERs, under this Agreement shall not give the Company or any of its
         subsidiaries any right to the continued services of the Participant for
         any period.

2.4      RIGHTS AS A LIMITED PARTNER. Neither the Participant nor any other
         person shall be entitled to the privileges of ownership of common
         units, representing limited partnership interests in the Partnership,
         or otherwise have any rights as a limited partner, by reason of the
         award of the Restricted Units covered by this Agreement or any
         Partnership common units, issuable in respect of such Restricted Units,
         unless and until such common units have been validly issued to such
         Participant, or such other person, as fully paid common units,
         representing limited partnership interests in the Partnership.

2.5      REGISTRATION OF COMMON UNITS. Notwithstanding any other provision of
         this Agreement, the Restricted Units shall not be or become payable in
         whole or in part unless a registration statement with respect to the
         common units subject thereto has been filed with the Securities and
         Exchange Commission and has become effective.

2.6      TAX WITHHOLDING.  All distributions under this Agreement are subject to
         withholding of all applicable taxes.

         (b)  Payment in Common Units. Immediately prior to the payment of any
              common units to Participant in respect of earned Restricted Units,
              the Participant shall remit an amount sufficient to satisfy any
              Federal, state and/or local withholding tax due on the receipt of
              such common units. At the election of the Participant, and subject
              to such rules as may be established by the Committee, such
              withholding obligations may be satisfied through the surrender of
              common units representing limited partnership interests in the
              Partnership and otherwise payable to Participant in respect of
              such earned Restricted Units.



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         (b)  Payment in Cash. Cash payments in respect of any earned Restricted
              Units, and/or the related DERs, shall be made net of any
              applicable federal, state, or local withholding taxes.

2.7      ADJUSTMENTS. In the event of any change in the outstanding common units
         by reason of a distribution of common units, re-capitalization, merger,
         consolidation, split-up, combination, exchange of common units or the
         like, the Committee may appropriately adjust the number of common units
         which may be issued under the Plan, the number of common units payable
         with respect to the Award, and/or any other Restricted Units previously
         granted under the Plan, and any and all other matters deemed
         appropriate by the Committee.

2.8      LEAVES OF ABSENCE. The Committee shall make such rules, regulations and
         determinations as it deems appropriate under the Plan in respect of any
         leave of absence taken by the Participant. Without limiting the
         generality of the foregoing, the Committee shall be entitled to
         determine:

         (a)  whether or not any such leave of absence shall constitute a
              termination of employment within the meaning of the Plan; and

         (b)  the impact, if any, of any such leave of absence on any prior
              awards made to the Participant under the Plan.

2.9      ADMINISTRATION. Pursuant to the Plan, the Committee is vested with
         conclusive authority to interpret and construe the Plan, to adopt rules
         and regulations for carrying out the Plan, and to make determinations
         with respect to all matters relating to this Agreement, the Plan and
         awards made pursuant thereto. The authority to manage and control the
         operation and administration of this Agreement shall be likewise vested
         in the Committee, and the Committee shall have all powers with respect
         to this Agreement as it has with respect to the Plan. Any
         interpretation of this Agreement by the Committee, and any decision
         made by the Committee with respect to this Agreement, shall be final
         and binding.

2.10     EFFECT OF PLAN; CONSTRUCTION. The entire text of the Plan is expressly
         incorporated herein by this reference and so forms a part of this
         Agreement. In the event of any inconsistency or discrepancy between the
         provisions of this Restricted Unit Agreement and the terms and
         conditions of the Plan under which such Restricted Units are granted,
         the provisions in the Plan shall govern and prevail. The Restricted
         Units, the related DERs and this Agreement are each subject in all
         respects to, and the Company and the Participant each hereby agree to
         be bound by, all of the terms and conditions of the Plan, as the same
         may have been amended from time to time in accordance with its terms;
         provided, however, that no such amendment shall deprive the
         Participant, without such Participant's consent, of any rights earned
         or otherwise due to Participant hereunder.

2.11     AMENDMENT. This Agreement shall not be amended or modified except by an
         instrument in writing executed by both parties to this Agreement,
         without the consent of any other person, as of the effective date of
         such amendment.

2.12     CAPTIONS. The captions at the beginning of each of the numbered
         Sections and Articles herein are for reference purposes only and will
         have no legal force or effect. Such captions will not be considered a
         part of this Agreement for purposes of interpreting, construing or
         applying this Agreement and will not define, limit, extend, explain or
         describe the scope or extent of this Agreement or any of its terms and
         conditions.


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2.13     GOVERNING LAW. The validity, construction, interpretation and effect of
         this instrument shall exclusively be governed by and determined in
         accordance with the law of the Commonwealth of Pennsylvania (without
         giving effect to the conflicts of law principles thereof), except to
         the extent preempted by federal law, which shall govern.

2.14     NOTICES. All notices, requests and demands to or upon the respective
         parties hereto to be effective shall be in writing, by facsimile, by
         overnight courier or by registered or certified mail, postage prepaid
         and return receipt requested. Notices to the Company shall be deemed to
         have been duly given or made upon actual receipt by the Company. Such
         communications shall be addressed and directed to the parties listed
         below (except where this Agreement expressly provides that it be
         directed to another) as follows, or to such other address or recipient
         for a party as may be hereafter notified by such party hereunder:

         (a)  if to the Company:        SunOCO PARTNERS LLC
                                        Board of Directors
                                        Ten Penn Center
                                        1801 Market Street
                                        Philadelphia, Pennsylvania, 19103-1699
                                        Attention: Vice President, General
                                                   Counsel and Secretary

         (b)  if to the Participant:    to the address for Participant as it
                                        appears on the Company's records.

2.15     SEVERABILITY. If any provision hereof is found by a court of competent
         jurisdiction to be prohibited or unenforceable, it shall, as to such
         jurisdiction, be ineffective only to the extent of such prohibition or
         unenforceability, and such prohibition or unenforceability shall not
         invalidate the balance of such provision to the extent it is not
         prohibited or unenforceable, nor invalidate the other provisions
         hereof.

2.16     ENTIRE AGREEMENT. This Agreement constitutes the entire understanding
         and supersedes any and all other agreements, oral or written, between
         the parties hereto, in respect of the subject matter of this Agreement
         and embodies the entire understanding of the parties with respect to
         the subject matter hereof.

     IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have executed this Agreement as of the day first above written.


                                             SUNOCO PARTNERS LLC



                                         By:
                                             -----------------------------------
                                             Deborah M. Fretz
                                             President & Chief Executive Officer


                                         By:
                                             -----------------------------------

                                         Name:
                                              ----------------------------------
                                              Participant



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                           FORM OF RESTRICTED UNIT AGREEMENT (LENGTH OF SERVICE)
                                                            AS OF APRIL 21, 2005