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                                                                    EXHIBIT 10.3


                           SHAMROCK LOGISTICS GP, LLC

                          2000 LONG-TERM INCENTIVE PLAN



SECTION 1.  Purpose of the Plan.

         The Shamrock Logistics GP, LLC 2000 Long-Term Incentive Plan (the
         "Plan") is intended to promote the interests of Shamrock Logistics,
         L.P., a Delaware limited partnership (the "Partnership"), by providing
         to employees and directors of Shamrock Logistics GP, LLC, a Delaware
         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 Company's and its Affiliates' ability 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, 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) gross insubordination or a material breach of,
                  or the willful failure or refusal by the Participant to
                  perform and discharge his duties, responsibilities or
                  obligations (other than by reason of disability or death) that
                  is not corrected within thirty (30) days following written
                  notice thereof to the Participant, such notice to state with
                  specificity the nature of the breach, failure or refusal; or


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                           (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 (b) has
                  a material adverse impact on the business or reputation of the
                  Partnership, the Company or any of their Affiliates (such
                  determination to be made by the Partnership, the Company or
                  any of their Affiliates in the good faith exercise of their
                  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) 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, unless
                  immediately following such sale, lease, exchange or other
                  transfer such assets are owned, directly or indirectly, by
                  Ultramar Diamond Shamrock Corporation and its Affiliates or
                  the Company; (ii) the consolidation or merger of the
                  Partnership or the Company with or into another Person
                  pursuant to a transaction in which the outstanding voting
                  interests of the Company is changed into or exchanged for
                  cash, securities or other property, other than any such
                  transaction where, in the case of the Company, (a) all
                  outstanding voting interest of the Company is changed into or
                  exchanged for voting stock or interests of the surviving
                  corporation or entity or its parent and (b) the holders of the
                  voting interests of the Company immediately prior to such
                  transaction own, directly or indirectly, not less than a
                  majority of the voting stock or interests of the surviving
                  corporation or entity or its parent immediately after such
                  transaction and, in the case of the Partnership, Ultramar
                  Diamond Shamrock retains operational control, whether by way
                  of holding a general partner interest, managing member
                  interest or a majority of the outstanding voting interests of
                  the surviving corporation or entity or its parent; or (iii) a
                  "person" or "group" (within the meaning of Sections 13(d) or
                  14(d)(2) of the Exchange Act) being or becoming the
                  "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under
                  the Exchange Act) of more than 50% of all voting interests of
                  the Company then outstanding, other than (a) in a merger or
                  consolidation which would not constitute a Change of Control
                  under clause (ii) above and (b) Ultramar Diamond Shamrock and
                  its Affiliates.

         2.6      "Committee" means the Compensation Committee of the Board or
                  such other committee of the Board appointed to administer the
                  Plan.

         2.7      "DER" means a 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 "non-employee director" of the Company, as
                  defined in Rule 16b-3.

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         2.9      "Employee" means any employee of the Company or an Affiliate,
                  as determined by the Committee.

         2.10     "Exchange Act" means the Securities Exchange Act of 1934, as
                  amended.

         2.11     "Fair Market Value" means the closing sales price of a Unit on
                  the applicable date (or if there is no trading in the Units on
                  such date, on the next preceding date on which there was
                  trading) as reported in The Wall Street Journal (or other
                  reporting service approved by the Committee). If Units are not
                  publicly traded at the time a determination of fair market
                  value is required to be made hereunder, the determination of
                  fair market value shall be made in good faith by the
                  Committee.

         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;
                  or

                           (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;

                           (v) the Partnership, the Company or their Affiliates
                  purported termination of the Participant's employment for
                  Cause or disability 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, and if such action or
                  inaction is not corrected within thirty (30) days thereafter,
                  such notice to state with specificity the nature of the
                  breach, failure or refusal.

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

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

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         2.15     "Partnership Agreement" means the Second Amended and Restated
                  Agreement of Limited Partnership of the Partnership.

         2.16     "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.

         2.17     "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.

         2.18     "Restricted Unit" means a phantom unit granted under the Plan
                  which is equivalent in value and in dividend and interest
                  rights to a Unit, and which upon or following vesting entitles
                  the Participant to receive a Unit or its Fair Market Value in
                  cash.


         2.19     "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.

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

         2.21     "Unit" means a Common Unit of the Partnership.

SECTION 3. Administration.

         Annual grant levels for Participants will be recommended by the Chief
         Executive Officer of the Company, subject to the review and approval of
         the Committee. 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.
         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

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         final, conclusive, and binding upon all Persons, including the Company,
         the Partnership, any Affiliate, any Participant, and any beneficiary of
         any Award.


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 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.

         4.3      Adjustments. If the Committee determines that any distribution
                  (whether in the form of cash, Units, other securities, or
                  other property), recapitalization, 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
                  shall always be a whole number.

SECTION 5. Eligibility.

         Any Employee and Director shall be eligible to be designated a
         Participant.


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SECTION 6. Awards.

         6.1      Options. The Committee shall have the authority to determine
                  the Employees and Directors to whom Options shall 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) Term. Subject to earlier termination as
                           provided in the grant agreement or the Plan, each
                           Option shall expire on the 10th anniversary of its
                           date of grant.

                           (iv) Forfeiture. Except as otherwise provide 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.

         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 (if any), the conditions under which the Restricted
                  Units may become vested (which may be immediate upon grant) 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.

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                           (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 provided 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 the vesting of each
                           Restricted Unit, the Participant shall be entitled to
                           receive from the Company one Unit or its Fair Market
                           Value, 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, including the
                  Annual Incentive Plan or the Intermediate Incentive
                  Compensation Plan. 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. No Award and no right under
                  any such Award may be assigned, alienated, pledged, attached,
                  sold or otherwise transferred or encumbered by a Participant
                  otherwise than by will or by the laws of descent and
                  distribution and any such purported assignment, alienation,
                  pledge, attachment, sale, transfer or encumbrance shall be
                  void and unenforceable against the Company or any Affiliate.

                  (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

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                  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 no
                  cash consideration or for such consideration as the Committee
                  determines including, without limitation, 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, or any combination thereof; provided 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. Upon a Change of Control, all 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.

                  (viii) Sale of Significant Assets. In the event the Company or
                  the Partnership sells or otherwise disposes of 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 or (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.

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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, including increasing the number of Units available for Awards
         under the Plan, without the consent of any partner, Participant, other
         holder or beneficiary of an Award, or other Person.

         (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 would otherwise be issued pursuant to such Award or
                  other property) of any applicable taxes payable in respect of
                  the grant of an Award, 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 all 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 employ of the Company or any Affiliate or to remain on the
                  Board, as applicable. Further, the Company or an Affiliate may
                  at any time dismiss a Participant from employment, free from
                  any liability or any

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                  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 State of
                  Delaware 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 the 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.

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         8.10     Gender and Number. Words in the masculine gender shall include
                  the feminine gender, the plural shall include the singular and
                  the singular shall include the plural.


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; provided,
however, that notwithstanding the foregoing, no Award shall be made under the
Plan after the tenth anniversary of the Effective Date. 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.