SUNOCO LOGISTICS PARTNERS LP
FORM OF RESTRICTED UNIT AGREEMENT UNDER THE SUNOCO PARTNERS LLC LONG-TERM INCENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>w68391exv10w2.txt
<DESCRIPTION>FORM OF RESTRICTED UNIT AGREEMENT UNDER THE SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
<TEXT>
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                                                                    Exhibit 10.2


                            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 officers and/or key employees,
   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 make an award to the Participant
   of Restricted Units, representing rights to receive common units,
   representing limited partnership interests in Sunoco Logistics Partners L.P.
   (the "Partnership"), which are subject to a risk of forfeiture by the
   Participant, pursuant to the terms and conditions of the Plan; 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                : ____________to___________


      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.

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.




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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   PERFORMANCE MEASURES. Exhibit A, attached hereto and made a part hereof,
      sets forth the performance measures that will be applied to determine the
      amount of the award earned pursuant to this Agreement. Any or all of these
      performance measures may be modified by the Committee during, and after
      the end of, the Restricted Period to reflect significant events that occur
      during such Restricted Period.

1.5   PAYMENT OF RESTRICTED UNITS AND RELATED DERS. Payment in respect of the
      Restricted Units, and the related DERs, shall be paid to Participant
      within ninety (90) days after the Restricted Period for such Restricted
      Units has ended, but only to the extent the Committee determines that the
      applicable performance targets have been met.

      (a)   Payment in respect of Restricted Units earned. Except as provided by
            Section 1.6 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 Earned DERs. The Participant will be entitled to receive
            from the Company at the end of the Restricted Period, payment of the
            DERs earned, as determined in accordance with the applicable
            provisions of Exhibit A. Prior to such payment, the Participant will
            elect, in writing (on the applicable forms provided by the Company),
            whether to receive payment of the earned DERs in cash or in common
            units. For a Participant electing to receive payment in the form of
            common units, the number of common units so paid shall be equal to
            the cash value of the Participant's earned DERs, net of applicable
            federal, state and local withholding taxes due, divided by the Fair
            Market Value of a single common unit on the date of payment;
            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.

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

1.6   CHANGE IN CONTROL.

      (a)   Payment of Restricted Units. In the event of either of the following
            events:

            (1)   a Change in Control of the Company, or

            (2)   a sale of significant assets as described in Section 6.3(viii)
                  of the Plan, as a consequence of which sale:

                  (i)   Participant's employment is terminated by the Company or
                        any Affiliate thereof without Cause, or by the
                        Participant for Good Reason, or

                  (ii)  the Participant's employer ceases to be the Company or
                        one of its Affiliates,

            all the Restricted Units subject to this award (as adjusted,
            assuming that all applicable

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            performance measures are achieved at the maximum level)
            automatically shall vest and become payable to the Participant in an
            amount of cash equal to the number of Restricted Units outstanding
            multiplied by the highest price per Partnership common unit
            reflected in the consolidated trading tables of The Wall Street
            Journal (presently the New York Stock Exchange Composite
            Transactions quotations) during the period commencing sixty (60)
            calendar days prior to the Change in Control (or significant sale of
            assets, as the case may be) and ending on the sixtieth (60th)
            calendar day following the Change in Control (or significant sale of
            assets, as the case may be).

            Regardless of whether the applicable Restricted Period has expired,
            this amount, reduced by applicable federal, state and local
            withholding taxes due (as provided in Section 2.6 hereof), will be
            paid out to the Participant no later than ninety (90) days
            following:

            (3)   the date of occurrence of such Change in Control, or

            (4)   the date, following a significant sale of assets (as described
                  in Section 6.3(viii) of the Plan), that:

                  (i)   the Company terminates Participant's employment without
                        Cause, or

                  (ii)  the Participant terminates employment for Good Reason,
                        or

                  (iii) the Participant's employer ceases to be the Company or
                        one of its Affiliates such payment date being the
                        "Payout Date."

      (b)   Distribution Equivalents. On or before the Payout Date, the
            Participant will be paid an amount in cash equal to the value of the
            DERs, if any, credited to the Participant immediately preceding the
            Change in Control, or the significant sale of assets (as described
            in Section 6.3(viii) of the Plan).

      (c)   Eligibility for Payout. Payout of Restricted Units and the related
            distribution equivalents shall be made to each Participant:

            (1) who is employed by the Company on the Payout Date; or

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

                  (i)   as a result of any Qualifying Termination (as defined
                        below) prior to the Payout Date; or

                  (ii)  as a result of either of the following, prior to the
                        Payout Date:

                        (A)   death; or

                        (B)   permanent disability or retirement (as each is
                              determined by the Committee).

      (d)   Qualifying Termination - shall mean the following:

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

            (2)   a termination of employment by the Participant within six (6)
                  months after a Change in 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 in Control, or a significant
                        reduction in the duties and responsibilities held by the
                        Participant immediately prior to the Change in 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 in Control; or




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                  (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 in
                        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

            (3)   before a Change in 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 in Control; or

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

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

1.7   TERMINATION OF EMPLOYMENT.

      (a)   Death, Disability or Retirement. The Committee has determined that,
            with regard to any particular Restricted Period, no portion of the
            Participant's Restricted Units, and related DERs, for such
            Restricted Period shall be forfeited as a result of the occurrence,
            prior to the end of that Restricted Period, of either of the
            following :

            (1)   the death of the Participant; or

            (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).

            Instead, the Participant's Restricted Units, and related DERs,
            earned for such Restricted Period shall remain and be paid out as
            though the Participant had continued in the employment of the
            Company through the end of the applicable Restricted Period.

            The Participant's Restricted Units, and related DERs will remain
            subject to adjustment for any performance factors in accordance with
            the applicable provisions of Exhibit A attached hereto, and will be
            paid out only as, if, and when the applicable performance goals have
            been met and the Restricted Period has ended, just as though the
            Participant had continued in the employment of the Company through
            the end of the Restricted Period.

      (b)   Other Termination of Employment. Except as provided in Sections 1.6
            and 1.7(a) above, or as determined by the Committee, upon
            termination of the Participant's employment with the Company at any
            time prior to the end of the Restricted Period, 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

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            respect of any DERs, regardless of the level of performance goals
            achieved for all or any part of the Restricted Period.

                                   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.


      (a)   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

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            be established by the Committee, such withholding obligations may be
            satisfied through the surrender of:

            (1)   common units representing limited partnership interests in the
                  Partnership and otherwise payable to Participant in respect of
                  such earned Restricted Units; and/or

            (2)   cash or common units otherwise payable to Participant in
                  respect of earned DERs.

      (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.


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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.

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:   ____________________________
                                          Name:_____________________________
                                          Title:  __________________________


                                          By:   ____________________________
                                                Participant



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                                                                       Exhibit A



                               SUNOCO PARTNERS LLC
                            LONG TERM INCENTIVE PLAN

                             RESTRICTED UNIT AWARDS
                              _________ GRANT DATE
                          (THE "[YEAR] REGULAR GRANT")

                      PERFORMANCE CRITERIA AND METHODOLOGY

METHODOLOGY   The Restricted Period for this award runs from ____________
              through ______________. This Exhibit A describes the methodology
              used to determine the portion of the Participant's [Year] Regular
              Grant that will vest on ________________, based upon the level of
              achievement by Sunoco Logistics Partners L.P. (the "Partnership")
              of specified targets for [performance criteria] during the period
              from __________ to _______________. In no event will any vested
              portion of the award become payable until the end of the
              Restricted Period (i.e., ____________________).



WEIGHTING     The following methodology will be used to determine the number of
              Restricted Units earned at _______________:


                          [DESCRIPTION OF METHODOLOGY]




COMPANY PERFORMANCE GOALS:

                  [DESCRIPTION OF APPLICABLE PERFORMANCE GOALS]



                                       A-1

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