Form of Restricted Unit Agreement

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.


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


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


(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 assignm ...