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EXHIBIT 10.2




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SUNOCO PARTNERS LLC

DIRECTORS’ DEFERRED COMPENSATION PLAN



Amended as of January 1, 2005, and Restated effective December 20, 2005



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ARTICLE I




Definitions




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



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




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




     (b) 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 and its Affiliates;




     (c) a “Change in Control” of Sunoco, as defined from time to time in the Sunoco stock
plans; or




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



     1.2 Committee — shall mean the entire board of directors of the Company acting as an
administrative committee of the whole, or such other committee of the Board as may be appointed
from time to time for purposes of administering this Plan



     1.3 Common Unit — shall mean a common unit, representing a limited partnership
interest in the Partnership.



     1.4 Company — shall mean Sunoco Partners LLC, a Pennsylvania limited liability
company. The term “Company” shall include any successor to Sunoco Partners LLC, any subsidiary or
affiliate which has adopted the Plan, or an entity that succeeds to the business of Sunoco Partners
LLC, or any subsidiary or affiliate, by merger, consolidation, liquidation or purchase of assets or
stock or similar transaction.



     1.5 Compensation — shall mean those fees and retainers payable by the Company to a
Participant in consideration for service as a Director.



     1.6 DER (or Distribution Equivalent Right) — shall mean, with regard to a specific
Restricted Unit (whether held in a Voluntary Deferred Compensation Account or in a Mandatory
Deferred Compensation Account), the contingent right to receive an amount in cash equal to the cash
distributions made by the Partnership with respect to a Common Unit during the period such
Restricted Unit is outstanding.



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     1.7 Director — shall mean a member of the Board of Directors of Sunoco Partners LLC.



     1.8 Mandatory Deferred Compensation Account — shall mean, with respect to any
Participant, the total amount of the Company’s liability for payment of compensation mandatorily
deferred by the Participant under this Plan.



     1.9 Mandatory Form of Continuing Deferral — shall mean and refer to the written
commitment by a Participant, in the form prescribed by the Committee, to mandatorily defer the
payment of all of the Board Restricted Unit Retainer awarded to such Participant under this Plan
pursuant to Article IV hereof.



     1.10 Participant — shall mean a Director, or former Director, who either voluntarily
has elected to defer, or is required mandatorily to defer, the receipt of Compensation in
accordance with the terms of this Plan.



     1.11 Partnership — shall mean Sunoco Logistics Partners L.P., a Delaware limited
partnership.



     1.12 Plan — shall mean this Sunoco Partners LLC Directors’ Deferred Compensation Plan,
as it may be amended from time to time.



     1.13 Restricted Unit — shall mean a phantom, or notional, unit (equivalent in value
and in cash distribution rights to a Common Unit), entered as a credit in either the Mandatory
Deferred Compensation Account, or the Voluntary Deferred Compensation Account of a Participant and
which, upon death, retirement or termination of Board service.(for mandatorily deferred
compensation) or upon earlier payout under the terms of this Plan (for voluntarily deferred
compensation), entitles the Participant to receive a Common Unit.



     1.14 Voluntary Deferred Compensation Account — shall mean, with respect to any
Participant, the total amount of the Company’s liability for payment to the Participant of
voluntarily deferred compensation under this Plan, including any payments in respect of DERs.



     1.15 Voluntary Deferred Payment Election Form — shall mean and refer to the written
election by a Participant, in the form prescribed by the Committee, to voluntarily defer the
payment of all or a portion of such Participant’s Compensation under this Plan pursuant to Article
II hereof.



ARTICLE II




Voluntary Deferral of Directors’ Compensation




     2.1 Election to Defer. Prior to the beginning of each calendar year beginning after
December 31, 2004, a Participant may elect voluntarily to defer in the form of Restricted Units,
all or a



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portion of the cash-based Compensation attributable to services to be performed by the Participant
in the next succeeding calendar year, by filing a written notice of election with the Committee on
the form(s) prescribed by the Committee. Any such voluntary deferral election shall apply only to
cash-based Compensation attributable to services to be performed during the calendar year following
the calendar year in which the election is received by the Secretary of the Company. An election
to defer, made in accordance with this Article II shall be irrevocable as of December 31 of the
year preceding the calendar year in which the Participant performs the services to which the
cash-based Compensation is attributable. All elections made by Directors on or before December 31,
2004 with respect to cash-based Compensation attributable to services performed in calendar year
2005, to the extent inconsistent with the terms of the Plan, shall be limited by and administered
in accordance with, the terms of the Plan. A separate election form shall be filed for each
calendar year. The deferral election form(s) also will permit the Participant to specify:



     (a) the percentage of cash-based Compensation to be deferred; and




     (b) the designation of a beneficiary as set forth in Article V.



     2.2 Amount of Deferral The amount of cash-based Compensation to be voluntarily
deferred shall be designated by the Participant as a percentage of such cash-based Compensation in
multiples of five percent (5%) but shall not be less than ten percent (10%).



     2.3 Time of Election An election to defer must be filed and received by the Secretary
of the Company by the end of the calendar year preceding the calendar year in which the services
are performed to which the cash-based Compensation is attributable. A new Director also may elect
to defer cash-based Compensation attributable to his or her first year of Board service prior to
the commencement of his or her term in office, and such election shall be irrevocable as of the
date immediately preceding such Director’s commencement of his or her term in office.



ARTICLE III




Voluntary Deferred Compensation Accounts




     3.1 Creation of Voluntary Deferred Compensation Accounts. Cash-based Compensation
voluntarily deferred hereunder shall be credited to a Voluntary Deferred Compensation Account
established by the Company for each Participant. The portion of cash-based Compensation thus
voluntarily deferred by the Participant shall be converted into a number of Restricted Units
credited to a Participant’s Voluntary Deferred Compensation Account as set forth in the Plan.



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     3.2 Crediting Restricted Units. Restricted Units shall be credited to a Participant’s
Voluntary Deferred Compensation Account at the time the cash-based Compensation otherwise would
have been paid had no election to defer been made. The number of Restricted Units to be credited
to the Voluntary Deferred Compensation Account shall be determined by dividing the cash-based
Compensation by the average closing price for Common Units as published in the Wall Street Journal
under the caption “New York Stock Exchange Composite Transactions” for the period of ten (10)
trading days immediately prior to the day on which the cash-based Compensation otherwise would have
been paid. Any fractional Restricted Units also shall be credited to a Participant’s Voluntary
Deferred Compensation Account. The number of Restricted Units in a Participant’s Voluntary
Deferred Compensation Account shall be adjusted appropriately by the Committee in the event of
changes in the Partnership’s outstanding Common Units by reason of any distribution,
re-capitalization, merger, consolidation, split-up, combination, exchange of units or the like, and
such adjustments shall be conclusive. Crediting of Restricted Units to a Participant’s Voluntary
Deferred Compensation Account shall not entitle the Participant to the rights of a limited partner
of the Partnership or holder of Partnership Common Units.



     3.4 Crediting DERs. For each Restricted Unit in the Participant’s Voluntary Deferred
Compensation Account, the Company shall credit such account with an amount, in respect of DERs,
equal to the cash distributions declared on a Common Unit of the Partnership. The crediting shall
occur as of the date on which such cash distributions on the Common Units are paid. The number of
Restricted Units to be credited to the Participant’s Voluntary Deferred Compensation Account shall
be calculated by dividing the number of DERs by the average closing price for the Partnership’s
Common Units as published in the Wall Street Journal under the caption “New York Stock Exchange
Composite Transactions” for the period of ten (10) trading days prior to the day on which the cash
distributions are paid on the Partnership’s Common Units. Any fractional Restricted Units also
shall be credited to the Participant’s Voluntary Deferred Compensation Account.



     3.5 Time of Payment. Except as provided in Article VII hereof, all payments of a
Participant’s Voluntary Deferred Compensation Account shall be made on the later of: (a) the first
day of the calendar year following the date of the Participant’s separation from Board service, or
(b) the first day following the six (6) month anniversary of the Participant’s separation from
Board service.



     Upon the death of a Participant prior to the final payment of all amounts credited to his or
her Voluntary Deferred Compensation Account, the balance of his or her Voluntary Deferred
Compensation Account shall be paid in accordance with Article V, on the latest of: (c) the first



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day of the calendar year following the year of death, (d) the first day following the six (6) month
anniversary of the Participant’s separation from Board service, or (e) the date that is thirty (30)
days after the Participant’s death.



     Notwithstanding the foregoing provisions of this Section 3.7, and except as provided in
Article VII, in no event shall any payment or distribution be made within six (6) months of the
cash-based Compensation being earned or awarded.



     3.6 Method of Payment. A Participant in this portion of the Plan shall receive
payment in a lump sum in cash of all voluntarily deferred cash-based Compensation credited to such
Participant’s Voluntary Deferred Compensation Account. Restricted Units credited to the
Participant’s Mandatory Deferred Compensation Account shall be valued at the average closing price
for Common Units as published in the Wall Street Journal under the caption “New York Stock Exchange
Composite Transactions” for the period of ten (10) trading days immediately prior to each new
calendar year.



ARTICLE IV




Mandatory Deferred Compensation Accounts




     4.1 Creation of Mandatory Deferred Compensation Accounts. Compensation deferred under
this Article IV shall be credited, in the form of Restricted Units, to a Mandatory Deferred
Compensation Account established by the Company for each Participant. Payout of such Mandatory
Deferred Compensation Accounts shall commence as provided in Section 4.5.



     4.2 Crediting Restricted Units. If the Committee elects to do so, each Participant
serving as a director of the Company, but who is not also an employee of the Company, or any
subsidiary or affiliate thereof, will be paid, in quarterly installments, an aggregate annual
dollar amount (the “Board Restricted Unit Retainer”) to be credited to a Participant’s Mandatory
Deferred Compensation Account in the form of Restricted Units. The number of Restricted Units to
be credited quarterly to the Participant’s Mandatory Deferred Compensation Account shall be
determined by dividing the Board Restricted Unit quarterly installment cash amount by the average
closing price for Common Units as published in the Wall Street Journal under the caption “New York
Stock Exchange Composite Transactions” for the period of ten (10) trading days immediately prior to
the day on which the quarterly installment payment is due.



     The number of Restricted Units in a Participant’s Mandatory Deferred Compensation Account
shall be adjusted appropriately by the Committee in the event of changes in the Partnership’s
outstanding Common Units by reason of any distribution, re-capitalization, merger, consolidation,



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split-up, combination, exchange of units or the like, and such adjustments shall be conclusive.
Crediting of Restricted Units to a Participant’s Mandatory Deferred Compensation Account shall not
entitle the Participant to the rights of a limited partner of the Partnership or holder of
Partnership Common Units.



     4.4 Crediting DERs. For each Restricted Unit in the Participant’s Mandatory Deferred
Compensation Account, the Company shall credit such account with an amount, in respect of DERs,
equal to the cash distributions declared on a Common Unit of the Partnership. The crediting shall
occur as of the date on which such cash distributions on the Common Units are paid. The number of
Restricted Units to be credited to the Participant’s Mandatory Deferred Compensation Account shall
be calculated by dividing the number of DERs by the average closing price for the Partnership’s
Common Units as published in the Wall Street Journal under the caption “New York Stock Exchange
Composite Transactions” for the period of ten (10) trading days prior to the day on which the cash
distributions are paid on the Partnership’s Common Units. Any fractional Restricted Units also
shall be credited to the Participant’s Mandatory Deferred Compensation Account.



     4.5 Time of Payment. Except as provided in Article VII hereof, all payments of a
Participant’s Mandatory Deferred Compensation Account shall be made on the later of: (a) the first
day of the calendar year following the date of the Participant’s separation from Board service, or
(b) the first day following the six (6) month anniversary of the Participant’s separation from
Board service.



     Upon the death of a Participant prior to the final payment of all amounts credited to his or
her Mandatory Deferred Compensation Account, the balance of his or her Mandatory Deferred
Compensation Account shall be paid in accordance with Article V, on the latest of: (c) the first
day of the calendar year following the year of death, (d) the first day following the six (6) month
anniversary of the Participant’s separation from Board service, or (e) the date that is thirty (30)
days after the Participant’s death.



     Notwithstanding the foregoing provisions of this Section 4.5, and except as provided in
Article VII, in no event shall any payment or distribution be made within six (6) months of any
quarterly installment of the Board Restricted Unit Retainer being earned.



     4.6 Method of Payment. A Participant in this portion of the Plan shall receive
payment in a lump sum in cash of all mandatorily deferred Compensation credited to such
Participant’s Mandatory Deferred Compensation Account. Restricted Units credited to the
Participant’s Mandatory Deferred Compensation Account shall be valued at the average closing price
for Common Units as published in the Wall Street Journal under the caption “New York Stock



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Exchange Composite Transactions” for the period of ten (10) trading days immediately prior to each
new calendar year.



ARTICLE V




Designation of Beneficiaries




     5.1 Designation of Beneficiary. The Participant shall name one or more beneficiaries
and contingent beneficiaries to receive any payments due Participant at the time of death. No
designation of beneficiaries shall be valid unless in writing signed by the Participant, dated and
filed with the Committee during the lifetime of such Participant. A subsequent beneficiary
designation will cancel all beneficiary designations signed and filed earlier under this Plan, and
such new beneficiary designation shall be applied to all amounts previously credited to the
Participant’s Mandatory Deferred Compensation Account (and/or Voluntary Deferred Compensation
Account, as the case may be), as well as to any amounts to be credited to such Participant’s
Mandatory Deferred Compensation Account (and/or Voluntary Deferred Compensation Account, as the
case may be), prospectively. In case of a failure of designation, or the death of the designated
beneficiary without a designated successor, distribution shall be paid in one lump sum to the
estate of the Participant.



     5.2 Spouse’s Interest. The interest in any amounts hereunder of a spouse who has
predeceased the Participant shall automatically pass to the Participant and shall not be
transferable by such spouse in any manner, including but not limited to such spouse’s will, nor
shall such interest pass under the laws of intestate succession.



     5.3 Survivor Benefits. Upon the Participant’s death, any balances in the
Participant’s Mandatory Deferred Compensation Account and/or Voluntary Deferred Compensation
Account shall be paid in a lump sum to the designated beneficiary(ies).



ARTICLE VI




Source of Payments




     All payments of deferred Compensation shall be paid in cash from the general funds of the
Company and the Company shall be under no obligation to segregate any assets in connection with the
maintenance of any Mandatory Deferred Compensation Account or Voluntary Deferred Compensation
Account, nor shall anything contained in this Plan nor any action taken pursuant to the Plan create
or be construed to create a trust of any kind, or a fiduciary relationship between the Company and
Participant. Title to the beneficial ownership of any assets, whether cash or



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investments, that the Company may designate to pay the amount credited to a Mandatory Deferred
Compensation Account or a Voluntary Deferred Compensation Account shall at all times remain in the
Company and Participant shall not have any property interest whatsoever in any specific assets of
the Company. Participant’s interest in any Mandatory Deferred Compensation Account or Voluntary
Deferred Compensation Account shall be limited to the right to receive payments pursuant to the
terms of this Plan and such rights to receive shall be no greater than the right of any other
unsecured general creditor of the Company.



ARTICLE VII




Change in Control




     7.1 Effect of Change in Control on Payment. Anything to the contrary in this Plan
notwithstanding, at any time prior to the calendar year in which the services are performed to
which Compensation is attributable, a Participant may make an election (a “Change in Control
Election”) (which shall be irrevocable as of December 31 of the year preceding the calendar year
for which it is made) to receive, in a single lump sum payment, upon the occurrence of a Change in
Control (provided that the Change in Control also is a change in control for purposes of IRC
Section 409A, as amended, and the regulations issued thereunder), the balance of such Participant’s
Mandatory Deferred Compensation Account and/or Voluntary Deferred Compensation Account attributable
to such Compensation, determined as of the valuation date immediately preceding the Change in
Control. Each such election shall be in writing and in conformity with such rules as may be
prescribed by the Committee.



     7.2 Amendment on or after Change in Control. On or after a Change in Control, or
before, but in connection with, a Change in Control, no action shall be taken that would affect
adversely the rights of any Participant or the operation of this Article VII with respect to the
balance in the Participant’s Accounts immediately before such action, including, by way of example
and not of limitation, the amendment, suspension or termination of the Plan.



     7.3 Attorney’s Fees. The Company shall pay all legal fees and related expenses
incurred by a Participant in seeking to obtain or enforce any payment, benefit or right such
Participant may be entitled to under the plan after a Change in Control. 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.



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ARTICLE VIII




Miscellaneous




     8.1 Nonalienation of Benefits. Participant shall not have the right to sell, assign,
transfer or otherwise convey or encumber in whole or in part the right to receive any payment under
this Plan except in accordance with Article V.



     8.2 Acceptance of Terms. The terms and conditions of this Plan shall be binding upon
the heirs, beneficiaries and other successors in interest of Participant to the same extent that
said terms and conditions are binding upon the Participant.



     8.3 Administration of the Plan. The Plan shall be administered by the Committee which
may make such rules and regulations and establish such procedures for the administration of this
Plan as it deems appropriate. In the event of any dispute or disagreements as to the
interpretation of this Plan or of any rule, regulation or procedure or as to any questioned right
or obligation arising from or related to this Plan, the decision of the Committee shall be final
and binding upon all persons.



     8.4 Termination and Amendment. The Plan may be terminated at any time by the Board of
Directors of Sunoco Partners LLC, and may be amended at any time by the Committee; provided,
however, that, without the prior written consent of the Participant, no such amendment or
termination shall affect adversely the rights of any Participant or beneficiary of a Participant
with respect to amounts credited to such Participant’s Mandatory Deferred Compensation Account
and/or Voluntary Deferred Compensation Account prior to such amendment or termination.



     8.5 Severability. In the case any one or more of the provisions contained in this
Plan shall be invalid, illegal or unenforceable in any respect the remaining provisions shall be
construed in order to effectuate the purposes hereof and the validity, legality and enforceability
of the remaining provisions contained herein shall not in any way be affected or impaired thereby.



     8.6 Governing Law. THIS PLAN SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS
PRINCIPLES THEREOF.




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