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                                                                     EXHIBIT 2.1

                                                                  EXECUTION COPY

                           PURCHASE AND SALE AGREEMENT

      CORSICANA TO WICHITA FALLS AND KILGORE TO CORSICANA PIPELINE SYSTEMS

This Purchase and Sale Agreement (the "AGREEMENT") is made and entered into
effective this ____ day of April, 2005 (the "EFFECTIVE DATE"), by and between
MOBIL PIPE LINE COMPANY, a Delaware corporation ("SELLER" or "MPLCO") and SUNOCO
PIPELINE L.P., a Texas limited partnership ("BUYER"). MPLCO and BUYER are
hereinafter sometimes referred to individually as "PARTY" or collectively as
"PARTIES":

                                   WITNESSETH

      WHEREAS, MPLCO desires to sell the real and personal property and related
rights described in Section 1 below (collectively, the "ASSETS"), and BUYER
wishes to purchase the Assets from MPLCO on the terms and conditions set forth
below,

      NOW, THEREFORE, for the consideration hereinafter specified, MPLCO and
BUYER agree as follows:

Definitions. The following terms shall have the meanings set forth below for all
purposes of this Agreement:

      A.    "AFFILIATE" shall mean a Party's Parent Company and its Affiliated
            Companies; for the purpose of this definition (a) a Party's "Parent
            Company" shall mean an entity or entities having a direct or
            indirect Controlling Interest in such party; (b) a Party's
            "Affiliated Companies" shall mean any and all entities in which such
            Party, or the Parent Company of such Party, has a direct or indirect
            Controlling Interest; and (c) "Controlling Interest" shall mean a
            legal or beneficial ownership of more than fifty percent (50%) of
            the voting stock or other equity or ownership interests in an entity
            or having the power to direct or cause the direction of the
            management and policies of an entity.

      B.    "AUTHORIZED REPRESENTATIVE" means any employee, agent,
            representative, consultant, contractor, or subcontractor.

      C.    "BOOKS AND RECORDS" means all non-privileged original files, records
            and data (excluding any legal opinions) relating to the Assets,
            including, but not limited to, lease, land, and title records
            (including abstracts of title, title opinions and title curative
            documents); contracts; communications to and from any Governmental
            Authorities; accounting records; permitting files; health, safety
            and environmental records; and engineering and operating records
            (including risk modeling data) relating to the Assets. In the event
            that Seller claims that a document is privileged, Seller shall
            notify BUYER of that fact in writing prior to Closing.



      D.    "CLAIM" and "CLAIMS" all liability, costs (including, without
            limitation, any reasonable attorney fees and costs), expenses,
            claims, demands, fines, penalties, causes of action or other
            obligation of whatever nature, whether under express or implied
            contract, at common law or under any applicable law, rule or
            regulation, including without limitation applicable Environmental
            Laws.

      E.    "CODE" means the Internal Revenue Code of 1986, as amended.

      F.    "CRACK-LIKE FEATURES" means any crack-like defect identified by the
            Crack Assessment Analysis that requires repair in accordance with
            prudent petroleum pipeline industry practices and applicable
            federal, state, or local laws.

      G.    "CRACK ASSESSMENT ANALYSIS" means the report or reports prepared by
            Tuboscope regarding the integrity of the pipelines described in
            Section 1(A)(i), the entire cost of which shall be borne by MPLCO.

      H.    "CRACK-LIKE FEATURES REPAIR COST" means the cost to repair the
            Crack-like Features to the standards prescribed by applicable
            federal, state, or local laws and in accordance with prudent
            petroleum pipeline industry practices. The amount of the Crack-like
            Features Repair Cost shall be determined by Buyer on the basis of
            the Crack Assessment Analysis following consultation with MPLCO.
            Such costs shall include excavation, technical analysis (on-site
            and/or laboratory) expense, purging costs (if required) and material
            costs.

      I.    "DAMAGES" means any and all obligations, liabilities, damages
            (including, without limitation, physical damage to real or personal
            property or natural resources), fines, liens, penalties,
            deficiencies, losses, judgments, settlements, personal injuries
            (including, without limitation, injuries or death arising from
            exposure to Regulated Substances), costs and expenses (including,
            without limitation, environmental costs, reasonable accountants'
            fees, attorneys' fees, fees of engineers, health, safety,
            environmental and other outside consultants and investigators, and
            reasonable court costs, appellate costs, and bonding fees), whether
            based in tort, contract or any local, state or federal law, common
            law, statute, ordinance or regulation, whether legal or equitable,
            past, present or future, ascertained or unascertained, known or
            unknown, suspected or unsuspected, absolute or contingent,
            liquidated or unliquidated, choate or inchoate or otherwise.

      J.    "ENVIRONMENTAL CONDITION" means the existence of Regulated
            Substances in or on the soil, surface water, groundwater at, on or
            under the Assets, or migrating from the Assets to a contiguous
            property or properties to the extent the levels of any such
            Regulated Substances exceed naturally occurring background levels in
            such areas.

      K.    "ENVIRONMENTAL DOCUMENTS" means all of the documents set forth in
            Schedule 7(B).

      L.    "ENVIRONMENTAL LAW" or "ENVIRONMENTAL LAWS" means any and all
            applicable common law, statutes and regulations, of the United
            States, the State of Texas, and local and county areas concerning
            the environment, preservation or

                                     - 2 -


            reclamation of natural resources, natural resource damages, human
            health and safety, prevention or control of spills or pollution, or
            to the management (including, without limitation, generation,
            treatment, storage, transportation, arrangement for transport,
            disposal, arrangement for disposal, or other handling), Release or
            threatened Release of Regulated Substances, including without
            limitation, the Comprehensive Environmental Response, Compensation,
            and Liability Act (42 U.S.C. Section 9601 et seq.), the Hazardous
            Material Transportation Authorization Act of 1994 (49 U.S.C. Section
            5101 et seq.), the SoliD Waste Disposal Act (42 U.S.C. Section 6901
            et seq.) (including the Resource Conservation and Recovery Act of
            1976, as amended), the Clean Water Act (33 U.S.C. Section 1251 et
            seq.), the Oil Pollution Act of 1990 (33 U.S.C. Section 2701 et
            seq.), the Clean Air Act (42 U.S.C. Section 7401 et seq.), the Toxic
            Substances Control Act (15 U.S.C. Section 2601 et seq.), the Safe
            Drinking Water Act (42 U.S.C. Section 300(f) et seq.), the Emergency
            Planning and Right-To-Know Act of 1986 (42 U.S.C. Section 11101 et
            seq.), the Endangered Species Act of 1973 (16 U.S.C. Section 1531 et
            seq.), thE Lead-Based Paint Exposure Reduction Act (15 U.S.C.
            Section 2681 et seq.), and the National Environmental Policy Act of
            1969 (42 U.S.C. Section 4321 et seq.), and all State of Texas,
            county and local laws of a similar nature tO federal law, and the
            rules and regulations promulgated thereunder, each as amended and,
            unless otherwise provided in this Agreement, in effect as of the
            Closing Date.

      M.    "ENVIRONMENTAL LIABILITIES" means any Damages or Proceedings
            (whether incurred, existing or first occurring on, before or after
            the Closing Date) relating to or arising out of ownership or
            operation of the Assets (whether on, before or after the Closing
            Date) pursuant to any applicable Environmental Laws as in effect at
            any time, including without limitation: (i) any Third Party
            Environmental Claim; (ii) any Governmental Environmental Enforcement
            Action; or (iii) any obligation to conduct environmental remediation
            of an Environmental Condition.

      N.    "ENVIRONMENTAL PERMITS" shall mean those permits, authorizations,
            approvals, registrations, certificates, orders, waivers, variances
            or other approvals and licenses issued by or required to be filed
            with any Governmental Authority under any applicable Environmental
            Law that are in the name of Seller or any of its Affiliates, related
            solely to the Assets, and shown on Exhibit "H".

      O.    "EXXONMOBIL/ANCON POLICY" shall mean any property and/or liability
            insurance policies issued to MPLCO, Exxon Mobil Corporation or any
            of their divisions or Affiliates, including without limitation, any
            property and/or liability coverage policies issued to MPLCO, Exxon
            Mobil Corporation or any of their divisions or Affiliates by Ancon
            Insurance Company, Inc. ("Ancon"), a Vermont corporation, (which is
            Exxon Mobil Corporation's wholly-owned captive insurer), or its
            predecessor companies or by a locally admitted insurer which are
            reinsured by Ancon.

      P.    "GOVERNMENTAL AUTHORITY" or "GOVERNMENTAL AUTHORITIES" means any
            federal, state or local governmental authority, administrative
            agency, regulatory body, board, commission, judicial body or other
            body having jurisdiction over the matter.

      Q.    "GOVERNMENTAL ENVIRONMENTAL ENFORCEMENT ACTION" means any Order,
            settlement agreement, consent decree, directive, notice of
            violation, notice of

                                     - 3 -


            enforcement, letter of notice, notice of noncompliance, corrective
            action, or similar type of legal requirement or instrument that is
            issued by, entered into with, or otherwise required by a
            Governmental Authority with respect to an actual or alleged
            noncompliance or liability under applicable Environmental Laws
            arising out of the use or operation of the Assets.

      R.    "IRS" means the United States Internal Revenue Service and, to the
            extent relevant, the United States Department of the Treasury.

      S.    "KNOWLEDGE" means (i) with respect to BUYER the actual knowledge of
            the persons set forth in Schedule 1.1(a) and (ii) with respect to
            Seller the actual knowledge of the persons set forth in Schedule
            1.1(b).

      T.    "LIEN" means any lien, mortgage, pledge, security interest or
            options except for Permitted Encumbrances.

      U.    "OFF-SITE" means those areas contiguous to the Real Property to be
            conveyed under this Agreement and not considered On-Site.

      V.    "OFF-SITE DISPOSAL ACTIVITIES" means any off-site transportation,
            storage, disposal, or treatment, or any arrangement for off-site
            transportation, storage, disposal, or treatment of any Regulated
            Substance originating from the operation of the Assets; provided
            however, that the term "Off-Site Disposal Activities" shall not
            include (i) the Off-Site portion of an Environmental Condition that
            has migrated from the Assets, and (ii) Environmental Conditions of
            waterways extending beyond the pipeline's shoreline, if any.

      W.    "ON-SITE" means the Real Property, Easements and Shared Easements on
            which the Facilites are located.

      X.    "ORDER" means any current judgment, order, settlement agreement,
            writ, injunction or decree of any Governmental Authority having
            jurisdiction over the matter and still in effect as of the Closing
            Date.

      Y.    "PERMIT" means any license, permit, concession, franchise,
            authority, consent or approval granted by any Governmental
            Authority, including without limitation Environmental Permits.

      Z.    "PERMITTED ENCUMBRANCES" means those agreements and reservations
            noted as exceptions to title as set forth on Exhibit A-2.

      Z.    "PROCEEDINGS" means any actions, causes of action, written demands,
            written Claims, suits, investigations, and any appeals.

      AA.   "REGULATED SUBSTANCE" means any (a) chemical, substance, material,
            or waste that is designated, classified, or regulated as "industrial
            waste," "hazardous waste," "hazardous material," "hazardous
            substance," "toxic substance," or words of similar import, under any
            applicable Environmental Law; (b) petroleum, petroleum hydrocarbons,
            petroleum products, petroleum substances, crude oil, and components,
            fractions, derivatives, or by-products thereof; (c) asbestos or

                                     - 4 -


            asbestos-containing material (regardless of whether in a friable or
            non-friable condition), or polychlorinated biphenyls; and (d)
            substance that, whether by its nature or its use, is subject to
            regulation under any applicable Environmental Law in effect at that
            time or which could be the subject of a Governmental Environmental
            Enforcement Action.

      BB.   "RELEASE" shall have the meaning specified in CERCLA; provided,
            however, that, to the extent the Environmental Laws in effect at any
            time after the Closing Date establish a meaning for "Release" that
            is broader than that specified in CERCLA, such broader meaning shall
            apply to any "Release" occurring after Closing.

      CC.   "TAX" means any income, gross receipts, license, payroll,
            employment, excise, severance, stamp, occupation, premium, property,
            environmental, windfall profit, customs, vehicle, airplane, boat,
            vessel or other title or registration, capital stock, franchise,
            employees' income withholding, foreign or domestic withholding,
            social security, unemployment, disability, real property, personal
            property, sales, use, transfer, value added, alternative, add-on
            minimum and other tax, fee, assessment, levy, tariff, charge or duty
            of any kind whatsoever and any interest, penalty, addition or
            additional amount thereon imposed, assessed or collected by or under
            the authority of any Governmental Authority or payable under any
            tax-sharing agreement or any other contract.

      DD.   "THIRD PARTY" means any individual or legal business entity other
            than: (i) a Party; (ii) a Party's Affiliates; (iii) a Party's
            Authorized Representatives; (iv) employees, officers, directors,
            agents and representatives and all successors of a Party and its
            Affiliates; and, (v) a Party's permitted assigns.

      EE.   "THIRD PARTY ENVIRONMENTAL CLAIM" means a Proceeding by any Third
            Party alleging Damages relating to or arising out of a Release of,
            exposure to, or Off-Site migration of, a Regulated Substance
            (including, without limitation, Damages for Proceedings arising
            under applicable Environmental Laws in connection with Damages for
            environmental investigation and/or remediation undertaken by a Third
            Party at its property).

      FF.   "TRANSITION SERVICES AGREEMENT" means the Transition Services
            Agreement, dated as of the Closing Date, substantially in the form
            of Exhibit J.

      GG.   "TUBOSCOPE" means Tuboscope Pipeline Services.

1.    Purchase and Sale. Subject to the terms and conditions of this Agreement,
      MPLCO agrees to sell and BUYER agrees to buy all of MPLCO's right, title
      and interest in the following:

      (A)   The MPLCO Corsicana to Wichita Falls crude pipeline system
            consisting of approximately 187 miles of 16-inch mainline pipe, and
            originating in Corsicana, Texas and having delivery points in
            Ringgold, Texas and Wichita Falls, Texas, collectively described as
            the "16 inch System" and more specifically described as follows:

                                     - 5 -


            (i)   The Corsicana to Ringgold pipeline segment consisting of
                  approximately 154 miles of 16-inch diameter pipe extending
                  from Corsicana Station in Corsicana, Texas to Ringgold Station
                  in Ringgold, Texas; and

            (ii)  The Ringgold to Wichita Falls pipeline segment consisting of
                  approximately 33 miles of 16-inch diameter pipe extending from
                  MPLCO's Ringgold Station to Wichita Falls, Texas; and

            (iii) Corsicana Station which includes 26 storage tanks, pumps,
                  meters, and other appurtenances in Corsicana, Texas; and

            (iv)  Ringgold Station which includes 4 storage tanks, pumps, meters
                  and other appurtenances in Ringgold, Texas; and

            (v)   The following Booster stations associated with the 16 inch
                  System: Midlothian, Keller and Alvord.

      (B)   The idled MPLCO Kilgore to Corsicana pipeline system consisting of
            approximately 104 miles of 12-inch mainline pipe, and originating in
            Kilgore, Texas and having a delivery point in Corsicana, Texas and,
            having injection systems at Fisher and Frankston, collectively
            described as the "12 inch System" and more specifically described as
            follows:

            (i)   The Kilgore to Corsicana pipeline segment consisting of
                  approximately 104 miles of 12-inch diameter pipe extending
                  from Kilgore Station in Kilgore, Texas to Corsicana Station in
                  Corsicana, Texas ; and

            (ii)  The Hawkins Creek line connecting Fisher Station to Kilgore
                  Station consisting of approximately 8 miles of 8-inch pipe;
                  and

            (iii) The Frankston Gathering System consisting of approximately
                  11.5 miles of 6 and 8-inch diameter pipe extending from Hunt
                  Cen. Battery #15 to the Kilgore to Corsicana segment at
                  Brownsboro Station; and

            (iv)  A pipeline segment connecting MPLCO's Kilgore Station to Black
                  Hill's Kilgore Station consisting of approximately 1 mile of
                  4-inch pipe; and

            (v)   Kilgore Station which includes 3 storage tanks, pumps, meters,
                  and other appurtenances in Kilgore, Texas; and

            (vi)  The following Booster station associated with the 12 inch
                  System: Brownsboro.

            All of the assets as listed in sections 1(A) and 1(B) above as more
            particularly described in Exhibit A-1 hereto and made a part hereof
            are referred to herein as the "FACILITIES".

      (C)   Subject to the Permitted Encumbrances, including those granted to
            MPLCO prior to the date of this Agreement, all of (i) MPLCO's real
            property related to the Assets and owned in fee, listed in Exhibit
            A-2 hereto and (ii) the buildings and

                                     - 6 -


            improvements located on such real property. The real property,
            buildings and improvements listed in the preceding sentence are
            referred to herein as the "REAL PROPERTY", and all of which shall be
            conveyed to BUYER pursuant to one or more Special Warranty Deeds in
            the form of Exhbit T hereto. Commencing with the Closing, Buyer
            shall lease back to MPLCO the buildings and improvements listed in
            Exhibit A-3 pursuant to a Ground Lease in the form of Exhibit A-4
            hereto.

      (D)   All of MPLCO's rights in, to and under the easements, and/or right
            of way agreements, and to the extent assignable, those land-use and
            water crossing licenses or permits and governmental authorizations
            relating to the Facilities, listed in Exhibit B hereto (collectively
            the "EASEMENTS"). At Closing, MPLCO shall execute and deliver to
            Buyer Assignments in the form of Exhibit G hereto.

      (E)   A partial assignment of MPLCO's rights in, to and under the
            easements, and/or right of way agreements, and to the extent
            assignable, those land-use and water crossing licenses or permits
            and governmenal authorizations relating to the Facilities listed in
            Exhibit B-1 hereto (collectively the "SHARED EASEMENTS"). The rights
            being assigned to Buyer shall consist of all of MPLCO's rights in,
            to and under the Shared Easements, as they pertain to the 16-inch
            pipeline and related facilities currently installed on the Shared
            Easements, except for MPLCO's right, if any, to install additional
            pipelines on the Shared Easements. MPLCO retains all right, title
            and interest in, to and under the Shared Easements with regard to
            the pipelines installed on the Shared Easements, but not included in
            the purchase and sale that is the subject of this Agreement. Buyer
            acknowledges and agrees that, in the future, MPLCO may transfer the
            remainder of its retained rights in, to and under the Shared
            Easements to a third party, but subject in all such cases to the
            rights of Buyer and its successors and assigns in, to and under the
            Shared Easements. At Closing, MPLCO shall execute and deliver one or
            more Assignments in the form of Exhibit G-1, and MPLCO and Buyer
            shall execute and deliver an Easement Sharing Agreement in the form
            of Exhibit "P".

      (F)   MPLCO's right-of-way files and United States and Texas Departments
            of Transportation files pertaining to the Easements and the
            Facilities, subject to MPLCO's right to retain copies of records,
            files and other data deemed necessary or required for MPLCO's
            compliance with applicable regulations or which pertain to MPLCO
            facilities not included in the Assets.

      (G)   Copies of MPLCO's right-of-way files and United States and Texas
            Departments of Transportation files pertaining to the Shared
            Easements.

      (H)   The Books and Records.

      (I)   To the extent assignable, those contracts described in Schedule
            1(G).

      (J)   All spare parts (including, without limitation, pipe, elements,
            seals and bearings) relating to the Assets, a true and correct list
            of which is set forth in Schedule 1 (H).

      (K)   The proceeds from the sale of that portion of the Ringgold Station
            subject to the surface lease between Seller and Valero Logistics
            Operations, L.P. ("Valero"), as

                                     - 7 -


            successor-in-interest to TPI Pipeline Corporation, effective July 1,
            2000, recorded in Volume 184, Page 612 and Volume 185, Page 597,
            Deed records, if Valero exercises its option to purchase the leased
            premises as provided under the terms of such surface lease prior to
            the Closing hereunder.

2.    Exclusions.

      (A)   Except as specifically provided in Section 1 or Exhibit "A-1", the
            Assets do not include any vehicles, boats, tools, warehouse stock,
            equipment or materials temporarily located on the property where any
            of the Assets are located or any inventory, equipment, materials,
            pipelines, fixtures or interests owned by any person or entity other
            than MPLCO.

      (B)   The Assets do not include the following:

            (i)   any furniture, equipment and other personal property located
                  in any of the buildings and other improvements included among
                  the Real Property identified in Exhibit A-3; and

            (ii)  Those mainline pumps and motors and related equipment that are
                  dedicated to MPLCO's 20" crude systems that originate and
                  terminate at Corsicana Station.

      (C)   This Agreement does not license or authorize BUYER to use or display
            the "Mobil" name or any trademark owned by MPLCO, Exxon Mobil
            Corporation, or any of their Affiliates and BUYER shall, at its
            expense, remove (or, with respect to pipeline markers, cover) all
            signs and markings at or on the Assets which indicate that they were
            ever owned or operated by MPLCO, Exxon Mobil Corporation or any of
            their Affiliates and return any removed signs to MPLCO. BUYER shall
            remove (or, with respect to pipeline markers, cover) all signs and
            markings located at or on the Assets within sixty (60) days after
            Closing (as defined in Section 15).

      (D)   The Assets do not include any interest in any insurance or bonds
            maintained by or on behalf of MPLCO or Exxon Mobil Corporation, or
            any of their divisions or Affiliates. No claims regarding any matter
            whatsoever, whether or not arising from events occurring prior to
            Closing, shall be made by BUYER, its successors or assigns, against
            or with respect to any insurance policy covering the assets or
            operations of MPLCO, any other ExxonMobil entity insurance policy or
            ExxonMobil/Ancon Policy regardless of their date of issuance.
            Accordingly, BUYER, individually and on behalf of its successors and
            assigns, does hereby disclaim any right or interest under any
            insurance policy covering the assets or operations of MPLCO, any
            other ExxonMobil entity insurance policies or such ExxonMobil/Ancon
            Policies generally and specifically with regard to the Assets or any
            claims associated with the Assets. Nothing in this Section 2(D)
            shall limit Seller's obligations set forth in Section 14 hereof.

      (E)   Rectifiers Nos. 3T-1 and 3T-2, which are located within the Shared
            Easements between Corsicana, Texas and Iatan, Texas at Milepost
            333.3 and 332.2, respectively (the "Rectifiers"); provided, however,
            that in the event MPLCO assigns to Buyer the relevant portion of the
            Facilities Sharing Agreement dated April 1,

                                     - 8 -


            2004, by and among MPLCO, ExxonMobil Pipeline Company and Dreyfus
            Pipeline L.P. at Closing, the Rectifiers shall be included in the
            Facilities transferred to Buyer hereunder, without additional
            consideration to MPLCO

3.    Purchase Price.

      (A)   The "PURCHASE PRICE" (hereby defined) to be paid for the Assets
            shall be ONE HUNDRED MILLION AND NO/100 U.S. DOLLARS
            ($100,000,000.00) cash or other immediately available funds in
            MPLCO's account. As evidence of good faith, BUYER has deposited or
            will deposit with MPLCO on the Effective Date (i) the amount of FIVE
            HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000) (the "EARNEST
            MONEY"), and (ii) the amount of FIVE HUNDRED AND NO/100 DOLLARS
            ($500.00) (the "INDEPENDENT CONSIDERATION"). The Independent
            Consideration shall be in addition to and independent of any other
            consideration provided under this Agreement, shall be non-refundable
            and shall be retained by MPLCO under all circumstances. The parties
            acknowledge the sufficiency of the Independent Consideration to
            support this Agreement. The Earnest Money, exclusive of any interest
            (which MPLCO shall retain for its own account), will be applied to
            the Purchase Price at Closing. Except as specifically provided
            otherwise in this Agreement, the Earnest Money shall be
            non-refundable.

      (B)   MPLCO and BUYER shall, within ninety (90) days after the Closing
            Date, agree to an allocation of the Purchase Price among the Assets
            in accordance with Section 1060 of the Code. After the Closing, the
            parties shall make consistent use of the above allocation for all
            Tax purposes and in all filings, declarations and reports with the
            IRS in respect thereof, including the reports required to be filed
            under Section 1060 of the Code. BUYER shall prepare and deliver IRS
            Form 8594 to MPLCO within ninety (90) days after the Closing Date to
            be filed with the IRS. In any proceeding related to the
            determination of any Tax, neither BUYER nor MPLCO shall contend or
            represent that such allocation is not a correct allocation.

4.    MPLCO's Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND
      WARRANTIES OF MPLCO EXPRESSLY SET FORTH IN THIS SECTION 4, MPLCO WILL SELL
      THE ASSETS TO BUYER ON AN AS-IS, WHERE-IS AND WITH ALL FAULTS BASIS. MPLCO
      MAKES NO REPRESENTATIONS OR EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO
      THE ASSETS. MPLCO MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED,
      AS TO THE ACCURACY OR COMPLETENESS OF ANY FILES, RECORDS, DATA,
      INFORMATION, OR MATERIALS HERETOFORE OR HEREAFTER FURNISHED BUYER IN
      CONNECTION WITH THE ASSETS AND ANY RELIANCE ON OR USE OF THE SAME SHALL BE
      AT BUYER'S SOLE RISK. BUYER EXPRESSLY WAIVES THE PROVISIONS OF CHAPTER
      XVII, SUBCHAPTER E, SECTIONS 17.41 THROUGH 17.63, INCLUSIVE (OTHER THAN
      SECTION 17.555, WHICH IS NOT WAIVED), VERNON'S TEXAS CODE ANNOTATED,
      BUSINESS AND COMMERCE CODE (THE "DECEPTIVE TRADE PRACTICES - CONSUMER
      PROTECTION ACT" AS WELL AS THE PROVISIONS OF ANY SIMILAR LAW OF ANY OTHER
      STATE HAVING JURISDICTION OVER ANY PARTY HERETO OR THE ASSETS). MPLCO
      represents and warrants on the date hereof that:

                                     - 9 -


      (A)   MPLCO is a corporation duly organized, validly existing and in good
            standing under the laws of the State of Delaware and is duly
            qualified to carry on its business in Texas and if the Assets are
            not located in Texas, the state in which the Assets are located.

      (B)   MPLCO has the corporate power and authority to execute and deliver
            this Agreement and each agreement and instrument to be delivered by
            MPLCO pursuant hereto, and to carry out its obligations hereunder.
            The execution, delivery and performance of this Agreement and each
            agreement and instrument to be delivered pursuant hereto by MPLCO,
            and the consummation of the transactions provided for hereby have
            been duly authorized and approved by all requisite corporate action
            of MPLCO and no other corporate act or proceeding on the part of
            MPLCO or its shareholders is necessary to authorize the execution,
            delivery or performance of this Agreement, this Agreement has been
            duly executed and delivered by MPLCO and this Agreement is a legal,
            valid, binding and enforceable obligation of MPLCO, except as may be
            limited by bankruptcy or other laws of such general application
            affecting creditors' rights generally.

      (C)   No consent, approval, or notices of or to any other person
            ("CONSENT") is required with respect to MPLCO in connection with the
            execution, delivery or enforceability of this Agreement or the
            consummation of the transactions provided for hereby other than (i)
            those for which any adverse consequences arising out of the failure
            to obtain such Consent or to make such filing are immaterial,
            individually and in the aggregate, to the Assets, (ii) those
            required for the transfer of the Easements and the Shared Easements,
            if any, and (iii) filings made under the Hart-Scott-Rodino Antitrust
            Improvements Act of 1976, as amended.

      (D)   MPLCO has not incurred any obligation or liability, contingent or
            otherwise, for brokers' or finders' fees in connection with the
            transactions contemplated by this Agreement for which BUYER shall
            have any responsibility or liability. MPLCO agrees to pay and to
            indemnify fully, hold harmless and defend BUYER and its Affiliates
            from and against, and pay, any claims by any person alleging a right
            to a broker's or finder's fee based upon any actions of MPLCO or its
            Affiliates in connection with these transactions.

      (E)   Except for the Easements and Shared Easements, Seller has, and at
            Closing will have, good and valid title to the Assets, free and
            clear of all Liens of any kind.

      (F)   Neither the execution and delivery of this Agreement nor the
            consummation of the transactions and performance of the terms and
            conditions hereof by MPLCO will (i) result in a violation or breach
            of or default under any provision of the Certificate of
            Incorporation, By-laws or other similar governing document of MPLCO,
            (ii) not violate any agreement, contract, indenture or other
            instrument to which MPLCO is a party, it being understood that MPLCO
            makes no representation with respect to the Easements or Shared
            Easements; or (iii) violate any Law applicable to MPLCO or any of
            its properties.

      (G)   For all taxes that are due and payable on or before the Closing,
            MPLCO has paid, or prior to the Closing will pay, all Taxes arising
            from or related to the Assets

                                     - 10 -


            (except amounts being diligently contested in good faith by
            appropriate Proceedings and disclosed in Schedule 4(G) for all
            taxable years or taxable periods prior to the Closing (including
            portions of taxable years or periods with respect to which taxes are
            due and payable on or before the Closing).

      (H)   Except as disclosed in Schedule 4(H), MPLCO has not received notice
            from any Governmental Authority of any alleged actual or potential
            non-compliance with the terms and conditions of any Permits relating
            to any portion of the Assets.

      (I)   Except for the exclusions set forth in Section 2 hereof, the Assets
            constitute all of the properties and assets necessary for the
            operation of the Facilities as they are currently used and operated,
            it being understood that MPLCO makes no representation or warranty
            with respect to the Easements or the Shared Easements.

      (J)   Except as set forth in Schedule 4(J), (1) there is no Proceeding
            affecting the Assets or MPLCO's ownership or operation thereof on
            the date hereof that is pending or, to MPLCO's Knowledge,
            threatened, and that, if adversely determined, would impair or
            prohibit the consummation of the transaction contemplated hereby or
            would result in a Material Defect and (2) there are no material
            Orders, writs, judgments, stipulations, injunctions, decrees,
            determinations, awards or other decisions of any Governmental
            Authority, or any arbitrator or mediator, outstanding against MPLCO
            pertaining to any portion of the Assets.

      (K)   Exhibit "I" includes or references all material information, to
            MPLCO's Knowledge, relating to, affecting or concerning any
            Environmental Condition or status of the Assets as of the Closing
            Date.

      (L)   MPLCO has diligently reviewed, or caused to be reviewed, the
            relevant files and records relating to the pipelines described in
            Section 1(B)(ii) & (iii), and any Environmental Condition disclosed
            in such files and records is listed on Exhibit "I", whether or not
            considered material by MPLCO.

5.    BUYER's Representations and Warranties. BUYER represents and warrants on
      the date hereof that:

      (A)   BUYER IS ACQUIRING THE ASSETS FOR ITS OWN BENEFIT AND ACCOUNT AND
            NOT WITH THE INTENT OF DISTRIBUTING FRACTIONAL UNDIVIDED INTERESTS
            THEREOF SUCH AS WOULD BE SUBJECT TO REGULATION BY FEDERAL OR STATE
            SECURITIES LAWS.

      (B)   BY REASON OF BUYER'S KNOWLEDGE AND EXPERIENCE IN THE EVALUATION,
            ACQUISITION, AND OPERATION OF SIMILAR PROPERTIES, BUYER HAS
            EVALUATED THE MERITS AND RISKS OF PURCHASING THE ASSETS AND HAS
            FORMED AN OPINION BASED SOLELY UPON BUYER'S KNOWLEDGE AND EXPERIENCE
            AND NOT UPON ANY REPRESENTATIONS OR WARRANTIES BY MPLCO (OTHER THAN
            AS EXPRESSLY SET FORTH IN

                                     - 11 -


            THIS AGREEMENT) WITH RESPECT TO THE ASSETS OR AS TO THE ACCURACY OR
            COMPLETENESS OF ANY FILES, RECORDS, DATA, INFORMATION, OR MATERIALS
            HERETOFORE OR HEREAFTER FURNISHED TO BUYER IN CONNECTION WITH THE
            ASSETS, AND ANY RELIANCE ON OR USE OF THE SAME HAS BEEN AND WILL BE
            AT BUYER'S SOLE RISK.

      (C)   BUYER HAS MADE ALL INVESTIGATION NECESSARY TO DETERMINE THE
            ENVIRONMENTAL AND PHYSICAL CONDITION OF THE FACILITIES AND THE
            PREMISES COVERED BY THE EASEMENTS AND THE SHARED EASEMENTS, AND ALL
            OTHER INVESTIGATION NECESSARY TO PURCHASE THE ASSETS.

      (D)   BUYER is a limited partnership duly formed, validly existing and in
            good standing under the laws of the State of Texas, and is duly
            qualified to conduct business in Texas or if the Assets are not
            located in Texas, the state in which the Assets are located.

      (E)   BUYER has the requisite limited partnership power and authority to
            execute and deliver this Agreement and each agreement and instrument
            to be delivered by BUYER pursuant hereto, and to carry out its
            obligations hereunder. The execution, delivery and performance of
            this Agreement and each agreement and instrument to be delivered
            pursuant hereto by BUYER and the consummation of the transactions
            provided for hereby have been duly authorized and approved by all
            requisite limited partnership action of BUYER and no other act or
            proceeding on the part of BUYER or its Affiliates or partners is
            necessary to authorize the execution, delivery or performance of
            this Agreement, this Agreement has been duly executed and delivered
            by BUYER and this Agreement is a legal, valid, binding and
            enforceable obligation of BUYER, except as may be limited by
            bankruptcy or other laws of such general application affecting
            creditor's rights generally.

      (F)   No Consent or filing is required with respect to BUYER or any of its
            Affiliates in connection with the execution, delivery or
            enforceability of this Agreement or the consummation of the
            transactions provided for hereby, other than (i) those for which any
            adverse consequences arising out of the failure to obtain such
            Consent are immaterial, individually and in the aggregate, to the
            purchase and sale of the Assets, and (ii) filings made under the
            Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

      (G)   The execution and delivery of this Agreement and the consummation of
            the transactions provided for hereby does not violate any other
            agreement, contract, or instrument to which BUYER is subject or is a
            party.

      (H)   No action, suit, proceeding or claim is pending, or to BUYER's
            knowledge threatened against BUYER seeking to restrain or prohibit
            this Agreement or the transactions contemplated hereby, or to obtain
            damages, a discovery order or other relief in connection with this
            Agreement or the transactions contemplated hereby.

                                     - 12 -


      (I)   BUYER has not incurred any obligation or liability, contingent or
            otherwise, for brokers' or finders' fees in connection with the
            transactions contemplated by this Agreement for which MPLCO shall
            have any responsibility or liability. BUYER agrees to pay and to
            indemnify fully, hold harmless and defend MPLCO and its Affiliates
            from and against, and pay, any claims by any person alleging a right
            to a broker's or finder's fee based upon any actions of BUYER or its
            Affiliates in connection with these transactions.

      (J)   BUYER has no Knowledge prior to the Closing of any facts or
            circumstances which would serve as the basis for a claim by BUYER
            against MPLCO based upon a breach of any representation or warranty
            of MPLCO in this Agreement. BUYER will be deemed to have waived in
            full any breach of MPLCO's representations and warranties of which
            BUYER has Knowledge at Closing.

6.    Operational Review Period; Crack-like Features.

      (A)   BUYER shall have a time period which shall end on the later of (i)
            the expiration of sixty (60) days following the date of this
            Agreement and (ii) fifteen days following the delivery by MPLCO to
            BUYER of the Crack-like Assessment Analysis (defined below), to
            conduct or have conducted, at its own risk and expense and to
            BUYER's satisfaction, an assessment of the Assets consisting of (a)
            Easements, Shared Easements, permits, licenses or other matters
            related to title of the Assets; (b) operational files, including
            available historical files regarding maintenance and regulatory
            required inspections, if any, for the Assets; and (c) financial data
            associated specifically with the Assets. BUYER acknowledges that
            MPLCO makes no representations or warranties, express or implied,
            with regard to the accuracy or completeness of any files or other
            records reviewed. The activities covered by this paragraph are
            collectively called the "OPERATIONAL ASSESSMENT". MPLCO agrees to
            make such personnel who shall have knowledge of the Assets and their
            operation reasonably accessible to BUYER during the Operational
            Assessment for the purpose of answering questions BUYER may have.

      (B)   As promptly as practicable following its receipt thereof, MPLCO
            shall deliver a copy of the Crack-like Assessment Analysis to Buyer.
            If (i) subject to the final sentence of this Section 6(B), within
            180 days after the Closing Buyer shall notify MPLCO of its election
            to repair the Crack-like Features, (ii) such repairs are completed
            within 24 months after the Closing, and (ii) the Crack-like Features
            Repair Cost shall exceed $500,000.00, MPLCO shall pay or reimburse
            Buyer for such portion of the Crack-like Features Repair Cost as
            shall exceed $500,000; provided that in no event shall MPLCO have
            any obligation to pay more than $1,000,000.00 under this Section
            6(B). Buyer shall be solely responsible for the repair of the
            Crack-like Features, although it shall discuss its plans for such
            repair with MPLCO in reasonable detail and shall consider in good
            faith any suggestions that MPLCO may make. Any payments to be made
            by MPLCO to Buyer under this Section 6(B) shall be made to Buyer
            promptly upon demand following Buyer's providing MPLCO with such
            information as shall reasonably support the amounts being demanded
            by Buyer. If within three months following the date of the
            Crack-like Assessment Analysis Buyer shall notify MPLCO that it has
            reason to believe that the Linalog and associated tools and
            equipment used in performing

                                     - 13 -


            the services that formed the basis of the Crack-like Assessment
            Analysis were defective or deficient, or had not been properly used
            or operated by Tuboscope, so as to yield data accurate to the extent
            possible within the environment and conditions of their use, MPLCO
            shall require that Tuboscope perform a reinspection at no cost to
            Buyer so as to confirm or correct the results described in the
            Crack-like Assessment Analysis. In the case of any such
            reinspection, the 180 day period referred to in clause (i) of this
            Section 6(B) shall be extended to 180 days following the delivery to
            Buyer of the results of such reinspection.

7.    Environmental Review Period.

      (A)   BUYER acknowledges that prior to signing this Agreement, BUYER was
            given the opportunity and waived such opportunity to conduct, or
            BUYER conducted or had conducted on its behalf, at its own risk and
            expense and to BUYER's satisfaction, an environmental assessment of
            the Assets consisting of (i) a non-intrusive surface inspection of
            the Assets, and (ii) an inspection of Seller's available historical
            files for information, if any, covering any environmental issues,
            including but not limited to, spills or disposal of crude oil,
            petroleum, petroleum products or hazardous substances, underground
            injection or solid waste disposal on the real property on which the
            Assets are located. In the event that BUYER determines that
            additional assessments or inspections in addition to (i) above are
            necessary, BUYER shall submit an inspection plan to Seller which
            details the locations, methods and other information pertaining to
            the desired inspection for Seller's approval. Such approval shall
            not be unreasonably withheld. BUYER acknowledges that Seller makes
            no representations or warranties, express or implied, with regard to
            the accuracy or completeness of any files or other records reviewed.
            The activities covered by this paragraph are collectively called the
            "ENVIRONMENTAL ASSESSMENT".

      (B)   BUYER and its Authorized Representatives have reviewed the
            Environmental Documents, which include results of all tests
            conducted by BUYER and its Authorized Representatives under Section
            7A, if any.

      (C)   Seller's Retained Environmental Liabilities. Seller shall retain and
            be solely responsible only for Environmental Liabilities in
            connection with Off-Site Disposal Activities prior to the Closing
            Date ("RETAINED ENVIRONMENTAL LIABILITY").

      (D)   BUYER's Assumed Environmental Liabilities. Except for the Retained
            Environmental Liability, from and after the Closing Date, BUYER
            shall assume and, as between BUYER and Seller, be solely responsible
            for all Environmental Liabilities relating to or arising out of the
            Assets, whether existing or asserted before, on or after the Closing
            Date, whether known or unknown, whether based on past, present or
            future conditions or events, but excluding any of the foregoing
            resulting from MPLCO's use of the easement granted to it by Buyer
            across the Real Property (the "Assumed Environmental Liabilities").
            Except where BUYER has obtained Seller's written consent (which
            consent shall not be unreasonably withheld, conditioned or delayed),
            BUYER's obligations under this Section 7 shall not terminate upon
            the lease, sale, or other transfer of the Assets or any portion of
            the Assets regardless of any assumption of such obligations by a
            subsequent lessee, purchaser, or other transferee.

                                     - 14 -


      (E)   Seller's Environmental Indemnity. For purposes of this Section 7(E),
            where BUYER is the indemnified party, the term "BUYER" shall include
            BUYER and its Affiliates and the directors, officers, and employees
            and all successors and assigns of the foregoing. Seller agrees to
            indemnify, hold harmless and defend BUYER from and against any
            Damages and Proceedings asserted against or incurred by BUYER
            relating to or arising out of the Retained Environmental
            Liabilities. The foregoing indemnity obligations of Seller shall not
            be affected by any negligence or other action or inaction of Buyer
            from and after the Closing.

      (F)   BUYER's Environmental Indemnity. For purposes of this Section 7(F),
            where Seller is the indemnified party, the term "Seller" shall
            include Seller and its Affiliates and the directors, officers and
            employees, and all successors and assigns of the foregoing. From and
            after the Closing Date, except, for all purposes of this Section
            7(F), for the Retained Environmental Liability, BUYER shall
            indemnify, hold harmless and defend Seller from and against any
            Damages and Proceedings asserted against or incurred by Seller
            relating to the Assumed Environmental Liabilities, including but not
            limited to:

            (i)    Any Environmental Liabilities, whether On-Site or Off-Site;

            (ii)   Any Release of any Regulated Substance related to operations
                   of the Assets occurring prior to, on or after the Closing
                   Date;

            (iii)  Any residual Environmental Condition remaining at the Assets
                   or any areas Off-Site on or after the Closing Date;

            (iv)   Any Third Party Environmental Claim made by a Third Party on
                   or after the Closing Date;

            (v)    Any Governmental Environmental Enforcement Action that is
                   taken against BUYER or Seller for events or conditions that
                   occurred prior to, on or after the Closing Date;

            (vi)   Any Off-Site Disposal Activities resulting from the ownership
                   or operation of the Assets on or after the Closing Date;

            (vii)  Any liability for On-Site or Off-Site Environmental
                   Conditions resulting from the ownership or operation of the
                   Assets prior to, on or after the Closing Date;

            (viii) Exacerbation of any Environmental Condition (whether
                   resulting in On-Site or Off-Site impacts) by BUYER or its
                   Authorized Representatives (which for purposes of this
                   Section 7(E) shall include its tenants, customers, invitees,
                   licensees, or any users of the Assets (except Seller)); and

            (ix)   Failure to comply with any Permit or Order, including
                   transferred or assigned Environmental Permits or Orders
                   identified on Exhibit H and Schedules 4(H) and 4(J), by BUYER
                   or its Authorized Representatives.

                                     - 15 -


      (G)   BUYER's Release of Seller for Environmental Liabilities. Except as
            expressly set forth in this Agreement, BUYER, in consideration of
            the negotiated amount of the Purchase Price, hereby unconditionally,
            completely and forever releases and discharges Seller, its
            Affiliates, and employees, officers, directors, agents and
            representatives and all successors and assigns of the foregoing,
            from all Environmental Liabilities except Seller's Retained
            Environmental Liability, including but not limited to the following:

            (i)   Any Governmental Environmental Enforcement Action taken
                  against BUYER and attributable to any failure by Seller to own
                  or operate the Assets prior to the Closing Date in compliance
                  with applicable Environmental Laws;

            (ii)  Any Third Party Environmental Claim with respect to the Assets
                  resulting from any Release occurring prior to the Closing Date
                  and caused by Seller's ownership or operation of the Assets;
                  and

            (iii) Any obligation by Seller to remediate or ensure the
                  remediation of any Environmental Condition.

            BUYER shall deliver to Seller on the Closing Date the release in the
            form of Exhibit "K" hereto.

      (H)   Seller's Access to the Assets. Upon request by Seller in connection
            with any written request or demand from any Governmental Authority
            in respect of the Assets, BUYER shall, at no cost to Seller, permit
            Seller, its Affiliates, and its Authorized Representatives
            reasonable access to the Assets. Seller, its Affiliates or
            Authorized Representatives shall provide forty-eight (48) hours'
            written notice to BUYER for any routine access by Seller or its
            Affiliates or Authorized Representatives. Seller will provide thirty
            (30) days' written notice to BUYER for any access that Seller
            believes may result in a material impact to BUYER's operations.
            Seller will make reasonable efforts to minimize impacts on BUYER's
            operations. The BUYER's obligations will be set forth in any Special
            Warranty Deed or other instrument of conveyance, conveying any Real
            Property to be conveyed under this agreement and will under this
            Section 7 be a covenant running with the land and will bind the
            successors and assigns of BUYER. Upon written request by Seller, in
            connection with any request to Seller from any Governmental
            Authority, BUYER shall provide Seller copies of all reports,
            correspondence, notices and communications sent or received from
            Governmental Authorities regarding the Environmental Condition of
            the Assets or any remediation and/or investigation at the Assets or
            other copies of all reports, correspondence, notices and
            communications sent to or received from third parties concerning
            conditions that would obligate Seller (financially or otherwise);
            provided, however, that BUYER shall not be under any obligation to
            disclose reports, correspondence, notices or other communications to
            the extent any of the foregoing is protected by privilege or to the
            extent BUYER is otherwise prevented by applicable law from providing
            such materials to Seller.

      (I)   Environmental Issues.

                                     - 16 -


            (i)   BUYER acknowledges that there may have been spills of wastes,
                  crude oil, petroleum products, produced water, or other
                  materials in the past at or on the Assets or in connection
                  with their operation, and tank bottoms or other wastes may
                  have been placed at, on or under the Assets. In addition, the
                  Assets may contain asbestos in piping coating, undisplaced
                  crude oil, coats of lead-based paints, PCB's in transformers,
                  mercury in electrical switches, Naturally Occurring
                  Radioactive Material (NORM), and other materials, substances
                  and contaminants. Except to the extent it may constitute a
                  Seller's Retained Environmental Liability under Section 7(C),
                  BUYER assumes all liability for or in connection with the
                  assessment, remediation, removal, transportation, and disposal
                  of any such materials and associated activities in accordance
                  with all relevant rules, regulations, and requirements of
                  governmental agencies.

            (ii)  As part of the consideration for the sale of the Assets, BUYER
                  for itself, its successors and permitted assigns, covenants
                  and agrees that neither the Real Property, nor any part
                  thereof shall at any time be used for any of the following
                  specifically listed facilities or uses, or any similar
                  facility or use: residential, child care, nursery school,
                  preschool, or any other educational facility, place of
                  worship, playground, hotel, motel, inn, bed and breakfast or
                  rooming house, nursing home, rehabilitation center, hospital
                  or community center and that the installation of any water
                  wells for drinking or irrigation purposes along with the
                  construction of basements is prohibited; that these covenants
                  and agreements shall survive the Closing; that these covenants
                  and agreements are to run with the Real Property; that these
                  restrictive measures will be inserted in the Special Warranty
                  Deed to be delivered at the Closing and that similar
                  restrictive covenants shall be inserted in any deed, lease or
                  other instrument conveying or demising the Real Property or
                  any part thereof. Furthermore, BUYER for itself, its
                  successors and permitted assigns agrees to execute any
                  documents legally required by any Governmental Authority
                  having jurisdiction over the Assets that are consistent with
                  the above use restrictions.

            (iii) If Closing does not occur within the time required by this
                  Agreement, or upon earlier termination of this Agreement, upon
                  Seller's request, BUYER shall promptly deliver to Seller or
                  destroy all originals and copies (whether written or
                  electronic) that are in BUYER's or its Authorized
                  Representatives' possession of the information, reports, or
                  materials including specifically those concerning the
                  environmental or other condition of the Assets together with
                  all information, reports, or material furnished to BUYER by
                  Seller, and BUYER shall promptly cause third parties to whom
                  Buyer provided documents to destroy or deliver to Seller such
                  materials that are in their possession. Should BUYER elect to
                  destroy rather than return any information, reports, or
                  materials covered by this Section 7(I)(iii), BUYER shall
                  promptly deliver to SELLER a certificate, signed by an officer
                  of BUYER, certifying such destruction.

                                     - 17 -


            (iv)  BUYER and Seller shall cooperate with each other in all
                  reasonable respects as to the transfer or assignment of the
                  Environmental Permits or Orders that can be transferred or
                  assigned under applicable Environmental Laws and the making of
                  any filings or notifications or obtaining any authorizations
                  required under applicable Environmental Laws in connection
                  with the transfer of the Assets to BUYER. Seller shall, if
                  applicable, assist BUYER in the transfer or assignment of any
                  Environmental Permits or Orders. BUYER, however, shall be
                  solely responsible for all subsequent communications and
                  filings needed to follow through and complete the timely
                  transfer or assignment of such Environmental Permits or
                  Orders. With respect to any Environmental Permits or Orders
                  issued under applicable Environmental Laws prior to the
                  Closing Date that are transferred to BUYER, Seller, within
                  thirty (30) calendar days after the Closing Date shall submit
                  a letter to each applicable Governmental Authority
                  acknowledging that BUYER is assuming the obligations of Seller
                  under such Permit or Order.

            (v)   As between BUYER and Seller, BUYER shall be responsible for
                  all filing costs and administrative expenses associated with
                  such transfer or assignment of any Environmental Permits or
                  Orders pursuant to this Agreement and for all costs and
                  expenses relating to or arising out of any change in terms or
                  conditions of such Environmental Permits or Orders resulting
                  from any transfer, assignment or re-issuance of such
                  Environmental Permits or Orders to BUYER, except for any such
                  costs and expenses related to or arising out of Seller's
                  non-compliance with such Environmental Permits or Orders. With
                  respect to those Environmental Permits or Orders that cannot
                  be transferred or assigned under applicable Environmental
                  Laws, BUYER will use reasonable efforts at BUYER's cost and
                  expense to obtain new permits or orders.

8.    Right of Entry. BUYER agrees that the provisions of this Section shall
      apply to any and all access to the Assets or other MPLCO property in
      connection with this Agreement, whether such access occurred before or
      will occur after the execution of this Agreement. MPLCO will, to the
      extent it has the legal right to do so, provide BUYER (or its Authorized
      Representative) with reasonable access to the Assets to conduct the
      Operational Assessment. BUYER and/or its Authorized Representative shall
      comply with prudent safety and industrial hygiene procedures, including
      without limitation, the Safety Requirements set forth in Exhibit "C"
      attached hereto, and shall review such procedures with MPLCO prior to
      commencement of the Assessment. BUYER, its employees, agents and/or
      contractors shall comply with the Drug and Alcohol Prohibitions and
      Requirements set forth in Exhibit "D" attached hereto, while present on
      the Assets or other MPLCO property. BUYER shall submit schedules to MPLCO
      which show when BUYER plans to enter the Assets or other MPLCO property.
      Said schedules shall be in sufficient detail to allow MPLCO to determine
      in advance the approximate number of employees, contractors,
      subcontractors and equipment that BUYER will have on the sites where the
      Assets are located at any time, and shall be provided to MPLCO
      sufficiently in advance of the date or dates of entry to enable MPLCO to
      arrange to have an inspector(s) present at the site(s). BUYER shall not
      enter the real property on which the Assets are located without the
      presence of an MPLCO employee or MPLCO contractor. It is understood that
      there are risks associated with entry onto the Assets,

                                     - 18 -


      and BUYER assumes responsibility for the safety of personnel and property
      of both BUYER and BUYER's contractors. BUYER agrees to inspect the Assets
      for safety purposes prior to such entry and to exercise precautions and
      conduct all actions in a way that will, in so far as reasonably possible,
      assure the safety of persons and property.

9.    Review of Title. Before the conclusion of the Operational Assessment
      period, BUYER will have conducted a review of the Easements and Shared
      Easements, including permits and licenses, made available by MPLCO to
      determine whether MPLCO has good title to the Easements and Shared
      Easements and whether any consents or approvals are required for
      assignment of the Easements, Shared Easements, and/or permits and
      licenses. If consents or approvals are required for assignment of any
      Easement or Shared Easement, MPLCO shall, prior to, and if necessary
      following, Closing, use commercially reasonable efforts to obtain such
      consents and/or approvals, provided that (i) MPLCO shall not be required
      to incur any expense beyond MPLCO's usual overhead expense, (ii) BUYER
      shall cooperate, but shall not be required to pay any amounts in addition
      to the Purchase Price, in obtaining any such consents and or approvals and
      (iii) BUYER shall execute any reasonable documentation requested by the
      parties whose consent or approval may be required.

10.   Confidentiality. The Confidentiality Agreement executed by and between
      MPLCO and BUYER, dated August 31, 2004, a copy of which is attached hereto
      as Exhibit "E" is hereby incorporated into this Agreement and shall from
      and after the date hereof and following Closing be deemed to apply not
      only to the Evaluative Information described therein but also to any other
      information obtained from MPLCO in connection with or as part of the
      Assets.

11.   Records. BUYER shall not destroy or otherwise dispose of any records,
      files and other data acquired hereunder for a period of three (3) years
      following Closing (except as to tax records, for which the period shall be
      the applicable statute of limitations) except upon thirty (30) days prior
      written notice to MPLCO. During such periods, BUYER shall make such
      records, files and other data available to MPLCO or its authorized
      representatives for any business, legal or technical need in a manner
      which does not unreasonably interfere with BUYER's business operations.
      Additionally, MPLCO shall have the right to retain copies of any records,
      files or other data transferred to BUYER hereunder.

12.   Option to Terminate.

(A)   Except as hereinafter provided, BUYER shall have the option of terminating
      this Agreement by providing written notice to MPLCO no later than three
      (3) days following the conclusion of the Operational Assessment period in
      the event BUYER determines during the Operational Assessment period that
      the Assets are subject to any (i) Material Defect (as defined below) in
      the Facilities or (ii) Material Defect in the title to any of the Assets.
      To be effective, any such notice shall specifically identify and describe
      the basis for such termination, and shall include reasonable evidence
      thereof. Minor deviations in the location of a pipeline relative to a
      defined right of way in an Easement or Shared Easement shall not be deemed
      to constitute a title defect for purposes of this Agreement.

                                     - 19 -


      A "MATERIAL DEFECT" shall mean (i) a condition or an accumulation of
      conditions which would significantly impair the operating functions or
      safety of the Facilities including, without limitation, any Crack-like
      Features, or (ii) a defect or accumulation of defects in title, which in
      either case:

            (i) would cost in excess of FIVE MILLION AND NO/100 DOLLARS
            ($5,000,000) cash to cure or remedy, excluding any amount paid by
            MPLCO pursuant to Section 6(B); and

            (ii) was not disclosed in writing to, or to the Knowledge of, BUYER
            prior to BUYER's execution of this Agreement.

      To be included in the calculation of the cumulative amount of Material
      Defect an applicable individual Material Defect must exceed FIVE HUNDRED
      THOUSAND AND NO/100 U.S. DOLLARS ($500,000.00).

      Notwithstanding the delivery of such a notice of termination by BUYER to
      MPLCO, this Agreement shall not be terminated if within thirty (30) days
      after MPLCO's receipt of such notice (1) MPLCO remedies or agrees to
      remedy, to a degree which is mutually agreed upon prior to Closing, such
      Material Defect or (2) MPLCO and BUYER mutually agree on an adjustment to
      the Purchase Price.

(B)   In addition to the rights under Section 12(A), this Agreement may be
      terminated at any time prior to the Closing:

      (i) by the mutual consent of Seller and BUYER; or

      (ii) if the Closing has not occurred by the close of business on December
31, 2005, then by Seller if any condition specified in Section 15(A) has not
been satisfied on or before such close of business, and shall not theretofore
have been waived by Seller, provided that the failure to consummate the
transactions contemplated hereby on or before such date did not result from the
failure by Seller to fulfill any undertaking or commitment provided for herein
on the part of Seller that is required to be fulfilled on or prior to Closing;
or

      (iii) if the Closing has not occurred by the close of business on December
31, 2005, then by BUYER if any condition specified in Section 15(B) has not been
satisfied or waived on or before such close of business, and shall not
theretofore have been waived by BUYER, provided that the failure to consummate
the transactions contemplated hereby on or before such date did not result from
the failure by BUYER to fulfill any undertaking or commitment provided for
herein on the part of BUYER that is required to be fulfilled on or prior to
Closing.

If the Agreement is terminated pursuant to any option specified in this Section
12, the Earnest Money shall be returned to BUYER.

13.   INDEMNIFICATION AND RELEASE. Except for Sellers' Retained Environmental
      Liability, and except for Assumed Environmental Liabilities, the indemnity
      for which is set out in Section 7(D), in addition to BUYER's release or
      indemnity in any other Section of this Agreement or in any other agreement
      executed pursuant to or in connection with this Agreement, BUYER agrees as
      follows:

                                     - 20 -


      (A)   BUYER, its successors and assigns (hereinafter in this Section 13
            individually and collectively, "BUYER INDEMNITOR") agrees to
            release, indemnify, defend, and hold harmless MPLCO, ExxonMobil
            Corporation and its Affiliates, and their respective officers,
            directors, employees, contractors, representatives, successors, and
            assigns (hereinafter in this Section 13 individually and
            collectively, "MPLCO INDEMNITEE") from all Claims asserted against a
            MPLCO Indemnitee by any person or entity arising from or related to
            MPLCO Indemnitee's or BUYER Indemnitor's ownership, operation, use,
            repair, removal, separation or control of the Assets, before or
            after Closing including, without limitation, performance of BUYER
            Indemnitor's obligations under Sections 5, 6, 8, 10, and 19 of this
            Agreement; provided, however, that no MPLCO Indemnitee shall have
            any rights under this Section 13 in respect of any Claim resulting
            from MPLCO's use of the easement granted to it by Buyer across the
            Real Property.

      (B)   BUYER Indemnitor agrees to release, indemnify, defend and hold
            harmless MPLCO Indemnitee from any Claim relating to the Assets made
            after the Closing against any insurance policy covering the Assets
            or operations of MPLCO, including without limitation the
            ExxonMobil/Ancon Policies by or through BUYER Indemnitor or any
            person subrogated to BUYER Indemnitor's rights.

      (C)   IT IS THE EXPRESS INTENTION OF THE PARTIES THAT THE RELEASES AND
            INDEMNITIES IN THIS SECTION 13 SHALL APPLY TO CLAIMS THAT MAY ARISE
            IN WHOLE OR IN PART FROM THE NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL
            MISCONDUCT, OR STRICT LIABILITY OF MPLCO'S INDEMNITEE, WHETHER
            ACTIVE, PASSIVE, JOINT, CONCURRENT, OR SOLE. THE PARTIES HERETO ALSO
            ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE
            RULE AND CONSTITUTES CONSPICUOUS NOTICE.

      (D)   If any provision or provisions of this Section, or any portions
            thereof, should be deemed invalid or unenforceable pursuant to a
            final determination of any court of competent jurisdiction or as a
            result of future laws, such determination or action shall be
            construed so as not to affect the validity or effect of any other
            portion or portions of this Section not held to be invalid or
            unenforceable.

      (E)   If any action, suit, proceeding or claim is commenced, or if any
            claim, demand or assessment is asserted, by a third party in respect
            of which MPLCO is entitled to be indemnified under this Section 13
            or any other agreement or instrument delivered pursuant or in
            connection with this Agreement, MPLCO may defend against the action,
            suit, proceeding or claim and enter into any reasonable compromise
            or settlement; provided, however, that in no event may MPLCO defend,
            compromise or settle any such Proceeding or Claim without the prior
            written consent of BUYER, to be provided or withheld in BUYER's sole
            discretion. MPLCO may thereafter collect from BUYER the reasonable
            costs and expenses related to such defense and compromise or
            settlement, if applicable, including without limitation, attorneys
            fees, together with the amount paid or owed to such third party
            pursuant the action, suit, proceeding, claim, demand, compromise or
            settlement.

                                     - 21 -


14.   Indemnification. In addition to Seller's indemnity in any other Section of
      this Agreement or in any other agreement executed pursuant to or in
      connection with this Agreement, Seller agrees as follows:

      (A)   Seller, its successors and assigns (hereinafter in this Section 14
            individually and collectively, "SELLER INDEMNITOR") agrees to
            release, indemnify, defend, and hold harmless BUYER and its
            Affiliates, and their respective officers, directors, partners,
            employees, contractors, representatives, successors, and permitted
            assigns (hereinafter in this Section 14 individually and
            collectively, "BUYER INDEMNITEE") from all Claims asserted against a
            BUYER Indemnitee by any person or entity arising from or related to
            the inaccuracy of any representation or the breach of any
            representation, warranty, covenant, obligation, condition, or
            agreement of Seller set forth in this Agreement.

      (B)   If any provision or provisions of this Section 14, or any portions
            thereof, should be deemed invalid or unenforceable pursuant to a
            final determination of any court of competent jurisdiction or as a
            result of future laws, such determination or action shall be
            construed so as not to affect the validity or effect of any other
            portion or portions of this Section not held to be invalid or
            unenforceable.

      (C)   If any action, suit, proceeding or claim is commenced, or if any
            claim, demand or assessment is asserted, by a third party in respect
            of which BUYER is entitled to be indemnified under this Section 14
            or any other agreement or instrument delivered pursuant or in
            connection with this Agreement, BUYER may defend against the action,
            suit, proceeding or claim and enter into any reasonable compromise
            or settlement; provided, however, that in no event may BUYER defend,
            compromise or settle any such Proceeding or Claim without the prior
            written consent of MPLCO, to be provided or withheld in MPLCO's sole
            discretion. BUYER may thereafter collect from Seller the reasonable
            costs and expenses related to such defense and compromise or
            settlement, if applicable, including without limitation, attorneys
            fees, together with the amount paid or owed to such third party
            pursuant the action, suit, proceeding, claim, demand, compromise or
            settlement.

      (D)   MPLCO will have no indemnification obligation under this Section 14
            unless MPLCO has received a claim from BUYER, specifying in
            reasonable detail the basis for such claim, within one (1) year
            following the Closing.

15.   Closing Conditions and Closing Deliverables. The "CLOSING" (hereby
      defined) of this sale shall occur as soon as practicable following the
      conclusion of the Operational Assessment period or, if later, the date on
      which the transactions contemplated by this Agreement may be consummated
      under applicable law, at the offices of MPLCO at 800 Bell Street, Houston,
      Texas, unless the Parties mutually agree to another location. Time shall
      be of the essence to this Agreement.

        (A) Conditions Precedent to Seller's Obligations. Seller's obligation to
        consummate the transactions contemplated by this Agreement is subject to
        the satisfaction (or waiver by Seller) of each of the following
        conditions:

                                     - 22 -


                  (i) the representations and warranties of BUYER in Section 5
                  as of the Closing Date shall be true and correct (in the case
                  of any such representation and warranty qualified by
                  materiality) and true and correct in all material respects (in
                  the case of all other representation and warranties);

                  (ii) BUYER must have performed and complied with in all
                  material respects all of its covenants required by this
                  Agreement to be performed or complied with on or prior to the
                  Closing;

                  (iii) all consents and notifications necessary for the
                  transfer of the Assets to BUYER (except those consents related
                  to the assignment of the Easements and Shared Easements, if
                  any), and the assumption by BUYER of the obligations and
                  liabilities to be transferred to and assumed by BUYER, at the
                  Closing shall have been obtained or made (and must be in full
                  force and effect), in each case in form and substance
                  reasonably satisfactory to Seller, all necessary declarations,
                  filings, and registrations with Governmental Authorities shall
                  have been made by BUYER, and all applicable waiting and other
                  time periods (including extensions thereof, if any) under any
                  applicable legislation or regulation, including under the
                  Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
                  amended, of any relevant jurisdiction shall have expired,
                  lapsed, or been terminated;

                  (iv) there must not be issued and in effect any order, decree
                  or ruling restraining, enjoining or prohibiting the
                  transactions contemplated hereby;

                  (v) BUYER shall have executed and delivered the documents to
                  which it is a party listed in Section 15(C); and

                  (vi) BUYER shall have delivered to Seller a certificate in
                  form and substance reasonably satisfactory to Seller to the
                  effect that each of the conditions specified above in this
                  Section 15(A) is satisfied in all respects.

            (B) Conditions Precedent to BUYER'S Obligations. BUYER'S obligation
            to consummate the transactions contemplated by this Agreement is
            subject to the satisfaction (or waiver by BUYER) of each of the
            following conditions:

                  (i) the representations and warranties of Seller in Section 4
                  as of the Closing Date shall be true and correct (in the case
                  of any such representation and warranty qualified by
                  materiality) and true and correct in all material respects (in
                  the case of all other representation and warranties);

                  (ii) Seller must have performed and complied with in all
                  material respects all of its covenants required by this
                  Agreement to be performed or complied with on or prior to the
                  Closing;

                  (iii) all consents and notifications necessary for the
                  transfer of the Assets to BUYER (except those consents related
                  to the assignment of the Easements and Shared Easements, if
                  any), and the assumption by BUYER of the obligations and
                  liabilities to be transferred and assumed by BUYER, at the
                  Closing shall have been obtained or made (and must be in full
                  force and effect), in each case

                                     - 23 -


                  in form and substance reasonably satisfactory to BUYER, all
                  necessary declarations, filings, and registrations with
                  Governmental Authorities shall have been made by Seller, and
                  all applicable waiting and other time periods (including
                  extensions thereof, if any) under any applicable legislation
                  or regulation, including under the Hart-Scott-Rodino Antitrust
                  Improvements Act of 1976, as amended, of any relevant
                  jurisdiction shall have expired, lapsed, or been terminated;

                  (iv) there must not be issued and in effect any order, decree
                  or ruling restraining, enjoining or prohibiting the
                  transactions contemplated hereby;

                  (v) Sellers shall have delivered to BUYER a certificate in
                  form and substance reasonably satisfactory to BUYER to the
                  effect that each of the conditions specified above in this
                  Section 15(B) is satisfied in all respects;

                  (vi) Seller shall have executed and delivered the documents to
                  which it is a party listed in Section 15(C);

                  (vii) BUYER shall have accepted each of the amendments to the
                  Disclosure Schedules pursuant to Section 31; and

                  (viii) To the extent assignable, Seller shall have assigned to
                  Buyer all of its rights under that certain release relating to
                  the Hawkins Creek line dated January 6, 1988, from Nancy
                  Horton and Margaret Gunn to MPLCO, pursuant to the form of
                  assignment attached hereto as Exhibit "O".

      (C) At the Closing, MPLCO and/or BUYER, as appropriate, shall execute
      and/or deliver each of the following documents:

                  (i) Each of BUYER and SELLER shall deliver a certificate of
                  one of its authorized officers as to the matters set forth in
                  Section 15(A)(i) and 15(B)(i), respectively.

                  (ii) a BILL OF SALE in the form attached hereto as Exhibit
                  "F," covering the Facilities;

                  (iii) ASSIGNMENTS in the form attached hereto as Exhibit "G"
                  and Exhibit "G-1", as appropriate, covering the Easements and
                  Shared Easements, respectively;

                  (iv) the GROUND LEASE in the form attached hereto as Exhibit
                  "A-4";

                  (v) SPECIAL WARRANTY DEED(S) in the form attached hereto as
                  Exhibit "L";

                  (vi) a certificate of non-foreign status provided to BUYER by
                  MPLCO;

                  (viii) Incumbency certificates for all signatory officers of
                  BUYER and MPLCO;

                                     - 24 -


                  (viiii) Articles of Incorporation & Bylaws, or other similar
                  organizational documents, of BUYER and MPLCO, certified as
                  true and correct by the corporate secretary or officer of
                  similar authority;

                  (ix) Certified Corporate Resolutions of BUYER and MPLCO
                  authorizing all aspects of transactions contemplated herein;

                  (x) the joint tariff filed, or to be filed immediately
                  following Closing, by MPLCO and BUYER with the Federal Energy
                  Regulatory Commission for MPLCO's 20-inch pipeline from
                  Nederland, Texas to Corsicana, Texas, and the 16-inch pipeline
                  from Corsicana, Texas to Wichita Falls, Texas and Ringgold,
                  Texas, being acquired by Buyer pursuant to this Agreement,
                  such tariff to provide for: (i) such division of rates as
                  shall entitle MPLCO or its Affiliate to receive $0.15 (net of
                  terminaling costs at Nederland) thereunder and Buyer to
                  receive the remainder thereunder, and (ii) MPLCO's ability to
                  terminate that portion of the joint tariff applicable to its
                  20-inch pipeline from Nederland to Corsicana at such time as
                  the direction of such 20-inch pipeline is reversed, or
                  December 31, 2005, which ever occurs first;

                  (xi) the Transition Services Agreement substantially in the
                  form attached hereto as Exhibit "J";

                  (xii) the Facilities Separation Agreement, substantially in
                  the form attached hereto as Exhibit "N";

                  (xiii) the Easement Sharing Agreement, substantially in the
                  form attached hereto as Exhibit "P";

                  (xiv) an Easement Agreement pertaining to an easement for
                  MPLCO's 20-inch pipeline and related facilities to cross the
                  Real Property, substantially in the form of Exhibit "Q";

                  (xv) a Release Agreement substantially in the form of Exhibit
                  "K";

                  (xvi) an update to the Schedules or a Certificate of an
                  officer of Seller stating no updates to the Schedules has been
                  made;

                  (xvii) the Books and Records to be delivered by MPLCO to
                  BUYER; and

                  (xviii) any other documents, instruments, and/or certificates
                  reasonably requested by MPLCO or BUYER or otherwise
                  contemplated by this Agreement.

      The above listed closing documents shall be executed at Closing and made
      effective as of 12:01 a. m. on the date of Closing ("CLOSING DATE") unless
      MPLCO and BUYER mutually agree to the contrary. BUYER shall deliver the
      balance of the Purchase Price to MPLCO's account by wire transfer of
      immediately available funds at Closing, without discount or deduction
      other than as expressly set forth in this Agreement and shown on a closing
      statement executed by both BUYER and MPLCO.

                                     - 25 -


16.   Permits. It shall be BUYER's responsibility to obtain the issuance or
      transfer of all Permits (except for the issuance, transfer, or assignment
      of Environmental Permits, which shall be governed by the provisions of
      Sections 7(I)(iv) and (v)); provided however, that MPLCO shall reasonably
      cooperate with BUYER's reasonable efforts to obtain the transfer of such
      permits.

17.   Property Taxes. All ad valorem real and tangible personal property taxes
      and special assessments for the current year ("PROPERTY TAXES") applicable
      to the Assets shall be allocated between MPLCO and Buyer as of the Closing
      Date on the basis of no applicable discount. The allocation shall be based
      on the number of days that each party owns the Assets during the year of
      the sale. If the amount of such Property Taxes with respect to any of the
      Assets for the calendar year in which the Closing occurs has not been
      determined as of the Closing date, then the Property Taxes with respect to
      such Assets for the preceding calendar year, on the basis of no applicable
      discount, shall be used to calculate such allocations, with known changes
      in valuation or millage applied. MPLCO's allocated share of Property Taxes
      for the current year shall be credited to Buyer at closing as a reduction
      in Purchase Price and Buyer shall assume the responsibility to pay the
      Property Taxes, unless MPLCO has already paid the current year's Property
      Taxes, in which case MPLCO shall be credited at Closing as an increase in
      Purchase Price with Buyer's allocated share of the Property Taxes. If the
      actual amount of any such Property Taxes varies by more than Twenty
      Thousand Dollars ($20,000) from estimates used at the Closing to prorate
      such taxes, then the parties shall re-prorate such Property Taxes within
      ten (10) days following a request by either party based on the actual
      amount of the tax bills.

18.   Other Taxes. As may be required by relevant taxing agencies, MPLCO shall
      collect and BUYER shall pay on the date of Closing all applicable state
      and local sales tax, use tax, gross receipts tax, business license tax,
      other taxes except taxes imposed by reason of capital or income of MPLCO,
      and fees. MPLCO and BUYER agree that no Texas sales and use taxes will be
      reported on any of the Assets transferred to BUYER since such Assets fall
      within the Texas occasional sale exemption. Any state or local tax
      specified above, inclusive of any penalty and interest, assessed at a
      future date against MPLCO with respect to the transaction covered herein
      shall be paid by BUYER or, if paid by MPLCO, BUYER shall promptly
      reimburse MPLCO therefor. Any documentary stamp tax which may be due shall
      be paid by BUYER.

19.   Allocation of Carrier Obligations and Proceeds. The Facilities may contain
      crude petroleum which is held for the account of shipper(s). It is
      understood that title to the contents of the Facilities will remain with
      the shipper(s) and that BUYER assumes the obligation to deliver such
      contents in accordance with MPLCO's existing arrangements with the
      shipper(s), whether under a published tariff or a private transportation
      or storage agreement. Further, to the extent that petroleum products have
      been offered for shipment in the Facilities under a published tariff or
      pursuant to rights under a private transportation agreement, but not yet
      delivered to MPLCO, BUYER shall receive those products for transportation
      in the normal course of business. Tariff charges for transportation during
      the month of sale shall be allocated between MPLCO and BUYER on the basis
      of the number of days that each Party owns the Facilities during the month
      of sale, provided that payments of such charges shall be allocated and
      divided between MPLCO and BUYER only after receipt thereof, unless
      received prior to the date of Closing. On the day immediately preceeding
      the Closing, the amount of petroleum

                                     - 26 -


      products in the Facilities shall be determined by MPLCO and BUYER in
      accordance with the procedures set forth in Exhibit "M" hereto, and MPLCO
      will adjust shippers' book inventory to the physical inventory measured as
      of Closing.

20.   Notices. All notices, requests, demands, instructions and other
      communications required or permitted to be given hereunder shall be in
      writing and shall be delivered personally or mailed by registered mail,
      postage prepaid, as follows:

      If to BUYER, addressed to:
            Sunoco Logistics Partners L.P.
            Attention: Vice President & General Counsel
            1801 Market Street
            Philadelphia, PA 19103
            Fax: (215) 246-8113

      If to MPLCO, addressed to:
            Mobil Pipe Line Company
            Attention: Business Development Manager
            P.O. Box 2220
            Houston, Texas 77252-2220

      or to such other place as either Party may designate as to itself by
      written notice to the other. All notices will be deemed given on the date
      of receipt at the appropriate address.

21.   Default. If BUYER defaults on or prior to the Closing Date in a material
      way on BUYER's obligations, including but not limited to BUYER's absence
      at the designated time and place for Closing, MPLCO shall be entitled to
      retain the Earnest Money as liquidated damages in addition to all of its
      other rights or remedies at law or in equity. Further, MPLCO shall be free
      immediately to sell the Assets to any third party without any restriction
      under or by reason of this Agreement. If MPLCO defaults on or prior to the
      Closing Date in a material way on MPLCO's obligations, including but not
      limited to MPLCO's absence at the designated time and place for Closing,
      BUYER, as its sole and exclusive remedy hereunder, may terminate this
      Agreement and receive a refund of the Earnest Money.

22.   Governing Law and Venue. The provisions of this Agreement and the
      documents delivered pursuant hereto shall be governed by and construed in
      accordance with the laws of the State of Texas without regard to its
      conflicts of laws provisions which if applied might require the
      application of the laws of another jurisdiction. Each Party hereby submits
      to the exclusive jurisdiction of the courts of the State of Texas and the
      United States District Court located in Harris County Texas in connection
      with any dispute based on or arising out of this Agreement and the
      transactions contemplated hereby. Furthermore, each Party hereby waives
      any right or basis it may have to object to or claim a venue other than
      Harris County Texas.

23.   Assignment. This Agreement shall be binding upon and shall inure to the
      benefit of the parties hereto and their respective successors and
      permitted assigns. Except for any assignment of this Agreement to
      effectuate a like kind exchange in accordance with Section 1031 of the
      Internal Revenue Code of 1986, as amended, and the regulations promulgated
      thereunder (the "CODE"), this Agreement may not be assigned, in whole or

                                     - 27 -


      in part, without the prior written consent of the other Party hereto, and
      any such assignment that is made without such consent shall be void and of
      no force and effect.

24.   Entire Agreement; Amendments. This Agreement, including the attached
      Schedules and Exhibits, constitutes the entire agreement between the
      parties hereto with respect to the subject matter hereof, superseding any
      and all prior negotiations, discussions, agreements and understandings,
      whether oral or written, relating to such subject matter. Exhibits "A"
      through "N" and the enumerated Schedules, as more specifically described
      herein or in the attached "Schedules and Exhibits", are incorporated
      herein for all purposes. This Agreement may not be amended and no rights
      hereunder may be waived except by a written document signed by the Party
      to be charged with such amendment or waiver.

25.   Publicity. The Parties agree that there shall be no press releases or
      other public announcements prior to Closing by either Party, except to the
      extent required by applicable laws, rules, or regulations, without the
      prior written consent of the other Party, which consent shall not be
      unreasonably withheld, conditioned or delayed. If either Party determines
      that a press release is required or desired, it will so notify the other
      Party in writing and thereafter the Parties shall consult with each other
      with regard to the same. The Parties further agree to consult with each
      other in respect of all press releases and announcements issued at or
      after Closing concerning the transactions contemplated by this Agreement.
      Except as required by law, no such release or announcement shall disclose
      the Purchase Price.

26.   Survival. The following provisions of this Agreement shall not survive the
      Closing: 3(A), and 15. Such provisions will be merged with and will be
      superseded by the documents executed at Closing. Notwithstanding the fact
      that the other provisions of this Agreement are not expressly included in
      the conveyance documents, all other provisions of this Agreement shall
      survive Closing and shall not be deemed merged therewith.

27.   No Third Party Beneficiary. It is expressly understood that the provisions
      of this Agreement do not impart enforceable rights in anyone who is not a
      Party or a successor or assign of a Party.

28.   Joint Efforts. This Agreement was prepared with each of the Parties having
      access to their own legal counsel. Accordingly, the Parties stipulate and
      agree that this Agreement shall be deemed and considered for all purposes
      as prepared through the joint efforts of the Parties and shall not be
      construed against one Party or the other as a result of the preparation,
      submittal or other event of negotiation or drafting.

29.   Headings. The division of this Agreement into articles, sections, and
      subsections and the insertion of headings and table of contents, if any,
      are for convenience only and shall not be used in or affect the
      construction or interpretation of this Agreement.

30.   Severability. If any term or provision or portions thereof is deemed
      invalid or unenforceable pursuant to a final determination of any court of
      competent jurisdiction or as a result of future laws, such determination
      or action shall be construed so as not to affect the validity or effect of
      any other portion or portions of this Agreement. Furthermore, it is the
      intent and agreement of the Parties that this Agreement shall be deemed
      amended by modifying such term or provision to the extent necessary to
      render

                                     - 28 -


      it valid and enforceable while preserving the original intent of the
      affected term or provision or if that is not possible, by substituting
      therefor another provision that is valid and enforceable and achieves the
      same objective.

31.   Updates to Schedules. MPLCO will update the Schedules hereto between the
      signing of this Agreement and Closing in order to make these
      representations true as stated at Closing; provided, however, that for the
      purpose of determining whether MPLCO's obligation pursuant to Section
      15(B) has been satisfied, no such update by MPLCO to the Schedules
      subsequent to the signing of this Agreement shall be considered to have
      been made unless expressly accepted by BUYER.

32.   Further Assurances and Documents; Additional Joint Tariffs.

(A)   Each Party shall promptly take such further actions, including the
      execution of further documents, as shall be reasonably required in order
      to carry out the intent and purposes of this Agreement or to protect the
      rights and remedies hereby created or intended to be created in favor of
      one or both Parties including, without limitation, assisting in obtaining
      any consents that may be required for the transfer of any of the Assets.

(B)   Without limiting Section 32(A), the Parties covenant and agree that
      following the Effective Date, they will cooperate in good faith with
      third-party pipeline owners to establish and file with the Federal Energy
      Regulatory Commission new joint tariffs to replace any existing joint
      tariffs with such third-party owners that incorporate MPLCO's 20-inch
      pipeline from Nederland, Texas to Corsicana, Texas and the 16-inch
      pipeline from Corsicana, Texas to Wichita Falls, Texas and/or Ringgold,
      Texas, being acquired by Buyer pursuant to this Agreement. The division of
      rates for any such new joint tariffs shall shall entitle MPLCO or its
      Affiliate to receive $0.15 (net of terminaling costs at Nederland)
      thereunder with the remainder thereunder to be shared by Buyer and such
      third-party pipeline owners as they may determine.

33.   Tax-deferred Exchange. Notwithstanding the general prohibition against an
      assignment of all or any portion of this Agreement contained in Section 23
      of this Agreement, BUYER hereby agrees that MPLCO may elect to structure
      the transaction contemplated herein as a tax-deferred exchange in
      accordance with Section 1031 of the Code provided that MPLCO shall give
      the BUYER notice not less ten (10) days prior to the Closing. In the event
      that MPLCO elects to effect a tax-deferred exchange, BUYER further agrees
      to reasonably assist and accommodate MPLCO by (1) consenting and agreeing
      to the assignment from MPLCO to a qualified intermediary of all of MPLCO's
      right, title and interest in and to this Agreement; and (2) agreeing to
      accept title to the Property in the form of a cash sale direct from MPLCO,
      and (3) agreeing to pay the full purchase price, adjusted for any Closing
      Credits due to BUYER hereunder, for the Property at the closing of the
      sale contemplated herein direct to the qualified intermediary. MPLCO will
      defend, indemnify and hold harmless BUYER against any and all losses,
      costs, Taxes of any kind whatsoever, damages, and expenses, including all
      attorneys' fees and costs of litigation, which may be sustained by it on
      account of, or in connection with, the MPLCO election to structure the
      transaction as a deferred like-kind exchange under Section 1031 of the
      Code.

                                     - 29 -


34.   Limitations of Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
      HEREIN, NEITHER PARTY SHALL BE LIABLE OR RESPONSIBLE TO ANOTHER PARTY
      HERETO OR ITS AFFILIATES FOR ANY CONSEQUENTIAL, INCIDENTAL OR PUNITIVE
      DAMAGES, OR FOR LOSS OF PROFITS OR REVENUES (COLLECTIVELY REFERRED TO AS
      SPECIAL DAMAGES) INCURRED BY SUCH PARTY OR ITS AFFILIATES THAT ARISE OUT
      OF OR RELATE TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH CLAIM ARISES
      UNDER OR RESULTS FROM CONTRACT, TORT OR STRICT LIABILITY, provided that
      the foregoing limitation is not intended and shall not affect Special
      Damages imposed in favor OF individuals or entities that are not Parties
      to this Agreement.

35.   Employee Offers and Related Matters.

         (A) Upon execution of this Agreement by BUYER, MPLCO hereby consents to
         BUYER interviewing and making conditional offers of employment to those
         employees of MPLCO or MPLCO's Affiliates who are involved in operating
         the Facilities (the "Available Employees") as determined in the sole
         discretion of BUYER and listed on Schedule 35(a) hereto. Such list is a
         complete list of the Available Employees (determined as of the date
         hereof), which list includes each such Available Employee's name, race,
         sex, birth date, home address, hire date, salary (including any profit
         sharing, bonus or other form of compensation), job title, job
         description, work location and any other relevant information. Seller
         shall provide BUYER the opportunity to review employment records at
         least forty-five (45) days prior to Closing Date. NEITHER BUYER NOR ANY
         OF ITS AFFILIATES SHALL BE UNDER ANY OBLIGATION TO OFFER EMPLOYMENT TO
         ANY PARTICULAR AVAILABLE EMPLOYEE OR UNDER ANY OBLIGATION TO ACCEPT,
         ASSUME OR ADOPT ANY EXISTING COLLECTIVE BARGAINING AGREEMENT,
         PROVISIONS, LETTERS OF UNDERSTANDING, AMENDMENTS, LETTERS, NOTICES,
         MEMORANDUM OF AGREEMENT OR OTHER SIMILAR DOCUMENTS RELATING TO ANY
         AVAILABLE EMPLOYEE OR SELLER. BUYER shall provide to Seller at least
         five (5) days prior to the Closing Date a list of the Available
         Employees to whom BUYER may offer employment commencing as of the
         Closing Date. Those Available Employees who accept offers of employment
         with BUYER shall be referred to herein as a "RETAINED EMPLOYEE." Seller
         shall make appropriate arrangements so that all Retained Employees are
         available for employment with the BUYER on the Closing Date.

         (B) Seller Plans.

         MPLCO shall remain solely responsible for all liabilities with respect
         to the Seller Plans which are all listed on Schedule 35(b), and shall
         indemnify and hold BUYER harmless from any liabilities arising directly
         or indirectly, whether before, on, or after the Closing Date (i) under
         any Seller Plans, (ii) relating to any group health or insurance plans
         sponsored or maintained by Seller or any member of its controlled group
         (as determined under Section 414 of the Code) (an "ERISA AFFILIATE")
         with respect to termination of any such plan arising under Section
         4980B of the Code, or (iii) under Title IV of the Employee Retirement
         Income Security Act of 1974, as amended, and the regulations
         promulgated thereunder ("ERISA") with respect to any plan that is
         subject to Title IV of ERISA, and is or has within the six-year period
         preceding the Closing Date been sponsored or maintained by Seller or
         any ERISA Affiliate. Neither BUYER nor any of its

                                     - 30 -


            Affiliates shall assume or be deemed to have assumed any Seller
            Plans nor shall any of them have any obligations under, or assume
            any liabilities with respect to, any Seller Plans. Without limiting
            the scope of the preceding sentence, Seller shall retain all
            responsibility and liabilities for all severance and employment
            obligations for the Available Employees (regardless of whether they
            become Retained Employees) for the period prior to the Closing and
            associated with the termination of any Available Employee's
            employment from Seller.

            (C) Retained Employees.

            Effective as of the Closing Date, and subject to the consummation of
            the Closing, each Retained Employee who has accepted the BUYER offer
            of employment shall be considered new hires with a BUYER service
            date as of the Closing Date. Each Retained Employee and his or her
            eligible dependents shall be eligible for coverage under employee
            benefit plans, programs, practices or arrangements as determined and
            provided for in the sole discretion of BUYER.

                  (i)   Workers' Compensation.

            Claims by Retained Employee for workers' compensation benefits from
            claims arising out of the period prior to the Closing Date, whether
            such claims were made prior to, on or after the Closing Date, shall
            be the responsibility of Seller. Claims by Retained Employee for
            workers' compensation benefits arising out of occurrences on or
            after the Closing Date shall be the responsibility of BUYER.

                  (ii)  Other Matters

            Claims by a Retained Employee for all other employment related
            issues arising out of the period prior to the Closing Date, whether
            such claims were made prior to, on or after the Closing Date, shall
            be the responsibility of Seller. Claims by a Retained Employee
            arising out of occurrences on or after the Closing Date shall be the
            responsibility of BUYER.

            (D) No Restrictions on Changes.

            Nothing herein shall be deemed or construed to (i) give rise to any
            rights, claims, benefits, or causes of action by any Retained
            Employee or (ii) prevent, restrict, or limit BUYER following the
            Closing from terminating the employment of any Retained Employee,
            modifying the terms of employment of any Retained Employee, or
            modifying, terminating or replacing any of its employee related
            matters as it may deem appropriate.

            (E) Conflict.

In the event of any conflict between this Section 36 and any other provisions
which address employee matters, the provisions of this Section 36 shall control
and prevail.

                                     - 31 -


For the purposes of this Section 35, the term (a) "AVAILABLE EMPLOYEES" shall
mean such employees set forth on Schedule 35(a), and (b) "SELLER PLANS" shall
mean the complete list of each employee benefit plan subject to ERISA maintained
by Seller as set forth on Schedule 35(b).

                                     - 32 -


Executed on behalf of the parties hereto on the dates set forth below the
respective signature lines but effective as of the date first set forth herein
above.

MPLCO:                                         BUYER:

Mobil Pipe Line Company                        Sunoco Pipeline L.P.

                                               By: Sunoco Logistics Partners
                                               Operations GP LLC, its general
                                               partner
By: __________________
     Name:
     Title:                                    By: __________________
     Date:                                         Name:
                                                   Title:
                                                   Date:

SIGNATURE PAGE TO THAT CERTAIN PURCHASE AND SALE AGREEMENT BY AND BETWEEN MOBIL
PIPE LINE COMPANY AND SUNOCO PIPELINE L.P., AS OF THE DATE FIRST SET FORTH
ABOVE.

                                     - 33 -


                             SCHEDULES AND EXHIBITS

Schedule 1.1(a) BUYER Knowledge

Schedule 1.1(b) Seller Knowledge

Schedule 1(G)   Contracts

Schedule 1(H)   Spare Parts

Schedule 4(G)   Tax Proceedings

Schedule 4(H)   Non-Compliance

Schedule 4(J)   Proceedings

Schedule 35(a)  Available Employees

Schedule 35(b)  Seller Plans

Exhibit "A-1"   Facilities

Exhibit "A-2"   Real Property

Exhibit "A-3"   Buildings and Improvements to be Leased

Exhibit "A-4"   Ground Lease

Exhibit "B"     Easements

Exhibit "B-1"   Shared Easements

Exhibit "C"     Safety Requirements

Exhibit "D"     Drug and Alcohol Prohibitions and Requirements

Exhibit "E"     Confidentiality Agreement

Exhibit "F"     Bill of Sale

Exhibit "G"     Form of Assignment

Exhibit "G-1"   Form of Assignment for Shared Easements

Exhibit "H"     Environmental Permits

Exhibit "I"     Environmental Documents

                                     - 34 -


Exhibit "J"      Transition Services Agreement

Exhibit "K"      BUYER'S release of MPLCO for Environmental Liability

Exhibit "L"      Special Warranty Deed

Exhibit "M"      Inventory Measurement Procedures

Exhibit "N"      Facilities Separation Agreement

Exhibit "O"      Assignment of Landowners' Release

Exhibit "P"      Easement Sharing Agreement

Exhibit "Q"      Form of Easement for MPLCO 20-inch Pipeline and Related
                 Facilities

                                     - 35 -

                                                                   Exhibit 2.1.1


          LIST OF SCHEDULES AND EXHIBITS TO PURCHASE AND SALE AGREEMENT
                            OMITTED FROM THIS FILING


SCHEDULES:

     Schedule 1.1(a)    BUYER Knowledge
     Schedule 1.1(b)    Seller Knowledge
     Schedule 1(G)      Contracts
     Schedule 1(H)      Spare Parts
     Schedule 4(G)      Tax Proceedings
     Schedule 4(H)      Non-Compliance
     Schedule 4(J)      Proceedings
     Schedule 35(a)     Available Employees
     Schedule 35(b)     Seller Plans


EXHIBITS:

     Exhibit "A-1"     Facilities
     Exhibit "A-2"     Real Property
     Exhibit "A-3"     Buildings and Improvements to be Leased
     Exhibit "A-4"     Ground Lease
     Exhibit "B"       Easements
     Exhibit "B-1"     Shared Easements
     Exhibit "C"       Safety Requirements
     Exhibit "D"       Drug and Alcohol Prohibitions and Requirements
     Exhibit "E"       Confidentiality Agreement
     Exhibit "F"       Bill of Sale
     Exhibit "G"       Form of Assignment
     Exhibit "G-1"     Form of Assignment for Shared Easements
     Exhibit "H"       Environmental Permits
     Exhibit "I"       Environmental Documents
     Exhibit "J"       Transition Services Agreement
     Exhibit "K"       BUYER'S release of MPLCO for Environmental Liability
     Exhibit "L"       Special Warranty Deed
     Exhibit "M"       Inventory Measurement Procedures
     Exhibit "N"       Facilities Separation Agreement
     Exhibit "O"       Assignment of Landowners' Release
     Exhibit "P"       Easement Sharing Agreement
     Exhibit "Q"       Form of Easement for MPLCO 20-inch Pipeline and Related
                       Facilities

                                                                    EXHIBIT 10.1







    ========================================================================










                               SUNOCO PARTNERS LLC
                            LONG-TERM INCENTIVE PLAN

                   (AMENDED AND RESTATED AS OF APRIL 21, 2005)










    =========================================================================









                                    SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
                                       AMENDED AND RESTATED AS OF APRIL 21, 2005



                               SUNOCO PARTNERS LLC
                            LONG-TERM INCENTIVE PLAN


SECTION 1.  PURPOSE OF THE PLAN.

     The Sunoco Partners LLC Long-Term Incentive Plan (the "Plan") is intended
to promote the interests of Sunoco Logistics Partners L.P., a Delaware limited
partnership (the "Partnership"), by providing to employees and directors of
Sunoco Partners LLC, a Pennsylvania 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 ability of the Company and its
Affiliates 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 and its subsidiaries, 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) the willful and continued failure or refusal by the
         Participant to perform substantially the Participant's duties with the
         Company or an Affiliate thereof (other than any such failure resulting
         from incapacity due to physical or mental illness, or death, or
         following notice of employment termination by the Participant for Good
         Reason) within thirty (30) days following the delivery of a written
         demand for substantial performance to the Participant by the Board, or
         any employee of the Company or an Affiliate with supervisory authority
         over the Participant, that specifically identifies the manner in which
         the Board or such supervising employee believes that the Participant
         has not substantially performed the Participant's duties; or

              (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



                                       1

                                    SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
                                       AMENDED AND RESTATED AS OF APRIL 21, 2005

                  (b) has a material adverse impact on the business or
              reputation of the Partnership, the Company or any Affiliate
              thereof (such determination to be made by the Partnership, the
              Company or any such Affiliate in the good faith exercise of its
              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) the consolidation, reorganization, merger or other transaction
         pursuant to which more than 50% of the combined voting power of the
         outstanding equity interests in the Company cease to be owned by Sunoco
         and its Affiliates;

              (ii) a "Change in Control" of Sunoco, as defined from time to time
         in the Sunoco stock plans; or

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

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

         2.7 "DER" or "Distribution Equivalent Right" means 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 member of the Board who is not an Employee.

         2.9 "Employee" means any employee of the Company or an Affiliate, who
     performs services for the Partnership.

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

         2.11 "Fair Market Value" means, as of any date and in respect of any
     Unit, the opening price of a Unit on such date (which price shall be the
     closing price of a Unit on the previous trading day, as reflected in the
     consolidated trading tables of The Wall Street Journal or any other
     publication selected by the Committee). If there is no sale of Units on the
     New York Stock Exchange for more than ten (10) days immediately preceding
     such date, or if deemed appropriate by the Committee for any other reason,
     the Fair Market Value of such Units shall be as determined in good faith by
     the Committee in such other manner as it may deem appropriate.

         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;

              (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, including, without limitation, providing a replacement
         plan; or



                                       2

                                    SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
                                       AMENDED AND RESTATED AS OF APRIL 21, 2005


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

          2.13 "Member" means, as of any date, any Person that has executed the
     limited liability company operating agreement of the Company (the "LLC
     Agreement") as a member of the Company, and thereafter been admitted to the
     Company as a member as provided in the LLC Agreement, but such term does
     not include any Person who has ceased to be a member in the Company.

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

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

          2.16 "Partnership Agreement" means the Amended and Restated Agreement
     of Limited Partnership of the Partnership.

          2.17 "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.

          2.18 "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.

          2.19 "Restricted Unit" means a phantom, or notional, unit granted
     under the Plan which is equivalent in value and in distribution rights to a
     Unit and which, upon vesting, entitles the Participant to receive a Unit or
     its Fair Market Value in cash, whichever is determined by the Committee.

          2.20 "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.

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

          2.22 "Sunoco" means Sunoco, Inc.

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

SECTION 3.  ADMINISTRATION.

     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. Annual grant levels for Participants will be
recommended to the Committee by the Chief Executive Officer of the Company.



                                       3

                                    SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
                                       AMENDED AND RESTATED AS OF APRIL 21, 2005


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

         Subject to the following and any applicable law, the Committee, in its
sole discretion, may delegate any or all of its powers and duties under the Plan
to the Chief Executive Officer of the Company, including the power to grant
Awards under the Plan, provided the Chief Executive Officer is also a member of
the Board, subject to such limitations on such delegated powers and duties as
the Committee may impose, if any. Upon any such delegation all references in the
Plan to the "Committee", other than in Section 7 ("Amendment and Termination"),
shall be deemed to include the Chief Executive Officer; provided, however, that
such delegation shall not limit the Chief Executive Officer's right to receive
Awards under the Plan. Notwithstanding the foregoing, the Chief Executive
Officer may not grant Awards to, or take any action with respect to any Award
previously granted to, a person who is an officer subject to Rule 16b-3 or a
member of the Board.

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 one million two hundred fifty thousand (1,250,000). 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

                                    SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
                                       AMENDED AND RESTATED AS OF APRIL 21, 2005


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

SECTION 5.  ELIGIBILITY.

     Any Employee or Director will be eligible to be designated a Participant
and receive an Award under the Plan.

SECTION 6.  AWARDS.

         6.1 Options. The Committee shall have the authority to determine the
     Employees and Directors to whom Options will 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) Forfeiture. Except as otherwise provided 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.



                                       5

                                    SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
                                       AMENDED AND RESTATED AS OF APRIL 21, 2005

         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, the conditions under
     which the Restricted Units may become vested 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.

              (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 provide 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, or as soon as reasonably
         practicable following, the vesting of each Restricted Unit, the
         Participant shall be entitled to receive from the Company one Unit or
         its Fair Market Value, in cash, 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. 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.

                  (a) Except as provided in (b) below:

                      (1) no Award and no right under any such Award may be
                  assigned, alienated, pledged, attached, sold or otherwise
                  transferred or encumbered by a Participant and any such
                  purported assignment, alienation, pledge, attachment, sale,
                  transfer or encumbrance shall be void and unenforceable
                  against the Company or any Affiliate

                      (2) each Option shall be exercisable only by the
                  Participant during the Participant's lifetime, or by the
                  person to whom the Participant's rights shall pass by will or
                  the laws of descent and distribution; and

                  (b) To the extent specifically provided by the Committee with
              respect to an Option grant, an Option may be transferred by a
              Participant without consideration to immediate family members or
              related family trusts, limited partnerships or




                                       6

                                    SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
                                       AMENDED AND RESTATED AS OF APRIL 21, 2005


              similar entities or on such terms and conditions as the Committee
              may from time to time establish. In addition, Awards may be
              transferred by will and the laws of descent and distribution.

              (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 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 such
         consideration as the Committee determines including, without
         limitation, services or 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, cashless broker exercises with immediate sale, or
         any combination thereof; provided, however, 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. In the event of a Change of Control,
         Restricted Units will be paid to the Participant no later than ninety
         (90) days following the date of occurrence of such Change of Control,
         regardless of whether the applicable Restricted Period has expired or
         whether applicable performance goals or targets have been met.

              For a Change of Control occurring within the first consecutive
         twelve-month period following the date of grant, the number of
         performance-based Restricted Units paid out with regard to such grant
         shall be equal to the total number of Restricted Units outstanding in
         such grant as of the Change of Control, not adjusted for any
         performance factors.

              For a Change of Control occurring after the first consecutive
         twelve-month period following the date of grant, the number of
         performance-based Restricted Units paid out with regard to such grant
         shall be the greater of:

                  (a) the total number of Restricted Units outstanding in such
              grant as of the Change of Control, not adjusted for any
              performance factors, or



                                       7

                                    SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
                                       AMENDED AND RESTATED AS OF APRIL 21, 2005

                  (b) the total number of such Restricted Units outstanding in
              such grant, multiplied by the applicable performance factors
              related to the Partnership's actual performance immediately prior
              to the Change of Control.

              In the case of an award of Restricted Units conditioned upon the
         Participant's continued employment, the total number of Restricted
         Units outstanding in such grant as of the Change of Control shall be
         paid to the Participant.

              The Participant's Restricted Units shall be payable to the
         Participant in cash or Units, as determined by the Committee prior to
         the Change of Control, as follows:

                  (c) if the Participant is to receive Units, the Participant
              will receive the total number of Units stated above in this
              Section 6.3(vii); or

                  (d) 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 6.3(vii), multiplied by the Fair Market
              Value per Unit. Such amount will be reduced by the applicable
              federal, state and local withholding taxes due.

              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 this Section 6.3(vii) for the time
         period immediately preceding the Change of Control. Payout of
         Restricted Units and DERs shall be made to each Participant:

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

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

                      (1) for Good Reason, or as a result of any "Qualifying
                  Termination" (as the such term may be defined in the
                  applicable agreement with Participant, evidencing the grant)
                  prior to the ninetieth (90th) day following the date of
                  occurrence of the Change of Control; or

                      (2) 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.

              The Committee may establish, at the time of the grant of
         Restricted Units, other conditions that must be met for payout to
         occur. These conditions shall be set forth in the Committee's
         resolution granting the Restricted Units and in the applicable
         agreements with Participants.

              Notwithstanding any provisions to the contrary in agreements
         evidencing Options granted thereunder, or in this Plan, each
         outstanding Option shall become immediately and fully exercisable upon
         the occurrence of any Change of Control."

              (viii) Sale of Significant Assets. In the event the Company or the
         Partnership sells or otherwise disposes of, other than to an Affiliate,
         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; provided, however, that in the
              case of any such termination by the Participant under this
              subparagraph 6.3(viii)(a), such termination shall not be deemed to
              be for Good Reason unless the termination occurs within 180 days
              after the occurrence of the applicable sale or disposition
              constituting the reason for the termination; or


                                       8

                                    SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
                                       AMENDED AND RESTATED AS OF APRIL 21, 2005


                  (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.

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; provided, however, that neither the Board nor the
         Committee may increase the number of Units available for Awards under
         the Plan, without the express prior written consent of the Members of
         the Company.

              (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 otherwise would be issued
     pursuant to such Award or other property) of any applicable taxes payable
     in respect of the grant of an Award, its exercise, 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 its withholding 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
     employment of the Company or any Affiliate or to remain on the Board, as
     applicable. Further, the Company or an Affiliate may at any time



                                       9

                                    SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
                                       AMENDED AND RESTATED AS OF APRIL 21, 2005


     dismiss a Participant from employment, free from any liability or any 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 Commonwealth of Pennsylvania 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 any 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.

         8.10 Facility Payment. Any amounts payable hereunder to any person
     under legal disability or who, in the judgment of the Committee, is unable
     to properly manage his financial affairs, may be paid to the legal
     representative of such person, or may be applied for the benefit of such
     person in any manner which the Committee may select, and the Company shall
     be relieved of any further liability for payment of such amounts.

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


                                       10

                                    SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
                                       AMENDED AND RESTATED AS OF APRIL 21, 2005



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. 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.


                                       11

                                    SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
                                       AMENDED AND RESTATED AS OF APRIL 21, 2005

                                                                  Exhibit 10.1.1

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


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

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

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

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

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

         WHEREAS, the Participant has determined to accept such Award;

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


                                    ARTICLE I
                            AWARD OF RESTRICTED UNITS

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

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

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

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

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

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



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


                                       1



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.


                                       2

                           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 assignment to such Participant of any duties
                        inconsistent in a way significantly adverse to such
                        Participant, with such Participant's positions, duties,
                        responsibilities and status with the Company immediately
                        prior to the Change of Control, or a significant
                        reduction in the duties and responsibilities held by the
                        Participant immediately prior to the Change of Control,
                        in each case except in connection with such
                        Participant's termination of employment by the Company
                        for Cause; or

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

                  (iii) the Company requires the Participant to be based
                        anywhere other than the Participant's present work
                        location or a location within thirty-five (35) miles
                        from the present location; or the Company requires the
                        Participant to travel on Company business to an extent
                        substantially more burdensome than such Participant's
                        travel obligations during the period of twelve (12)
                        consecutive months immediately preceding the Change of
                        Control;

                  provided, however, that in the case of any such termination of
                  employment by the Participant under this subparagraph (d),
                  such termination shall not be deemed to be a Qualifying
                  Termination unless the termination occurs within 120 days
                  after the occurrence of the event or events constituting the
                  reason for the termination; or



                                       3

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


              (3) before a Change of Control, a termination of employment by the
                  Company, other than a termination for Cause, or a termination
                  of employment by the Participant for one of the reasons set
                  forth in (2) above, if the affected Participant can
                  demonstrate that such termination or circumstance in (2) above
                  leading to the termination:

                  (i)  was at the request of a third party with which the
                       Company had entered into negotiations or an agreement
                       with regard to a Change of Control; or

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

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

1.6      TERMINATION OF EMPLOYMENT.

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

              (1) the death of the Participant;

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

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

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

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

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

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

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




                                       4

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



                                   ARTICLE II
                               GENERAL PROVISIONS

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

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

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

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

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

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

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



                                       5

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


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

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

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

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

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

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

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

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

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


                                       6

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


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

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

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

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

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

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

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


                                             SUNOCO PARTNERS LLC



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


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

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



                                       7


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

                                                                  EXHIBIT 10.1.2




                            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                  :
                                                   -----------------------------

         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.



                                       1

                         FORM OF RESTRICTED UNIT AGREEMENT (GENERIC PERFORMANCE)
                                                            AS OF APRIL 21, 2005


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 _____, 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 an amount in cash equal to the DERs earned , as
              determined in accordance with the applicable provisions of Exhibit
              _____.

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

1.6      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, regardless of whether the
              applicable Restricted Period has expired or whether applicable
              performance goals or targets have been met.

                  For a Change of Control occurring within the first consecutive
              twelve-month period following the Date of Grant, the number of
              performance-based Restricted Units paid out shall be equal to the
              total number of Restricted Units outstanding in this award as of
              the Change of Control, not adjusted for any performance factors.

                  For a Change of Control occurring after the first consecutive
              twelve-month period following the Date of Grant, the number of
              performance-based Restricted Units paid out shall be the greater
              of:

                      (1) the total number of Restricted Units outstanding in
                  this award as of the Change of Control, not adjusted for any
                  performance factors, or

                      (2) the total number of Restricted Units outstanding in
                  this grant, multiplied by the applicable performance factors
                  related to the Partnership's actual performance immediately
                  prior to the Change of Control.



                                       2

                         FORM OF RESTRICTED UNIT AGREEMENT (GENERIC PERFORMANCE)
                                                            AS OF APRIL 21, 2005



                  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:

                      (3) 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

                      (4) 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.

         (b)  Distribution Equivalents. On or before the ninetieth (90th) day
              following the date of occurrence of the Change of Control, the
              Participant will be paid an amount in cash equal to the value of
              the applicable DERs on the number of Units being paid pursuant to
              Section 1.6(a) hereof, for the time period immediately preceding
              the Change of Control.

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

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

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

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

                  (B) as a result of death, permanent disability or retirement
                      (as each is determined by the Committee), that has
                      occurred prior to the ninetieth (90th) day following the
                      date of occurrence of the Change of Control..

         (d)  Qualifying Termination - shall mean the following:

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

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

                  (i)    the assignment to such Participant of any duties
                         inconsistent in a way significantly adverse to such
                         Participant, with such Participant's positions, duties,
                         responsibilities and status with the Company
                         immediately prior to the Change of Control, or a
                         significant reduction in the duties and
                         responsibilities held by the Participant immediately
                         prior to the Change of Control, in each case except in
                         connection with such Participant's termination of
                         employment by the Company for Cause; or

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

                  (iii)  the Company requires the Participant to be based
                         anywhere other than the Participant's present work
                         location or a location within thirty-five (35) miles
                         from the present location; or the Company requires the
                         Participant to travel on Company business to an extent
                         substantially more burdensome than such Participant's
                         travel



                                       3

                         FORM OF RESTRICTED UNIT AGREEMENT (GENERIC PERFORMANCE)
                                                            AS OF APRIL 21, 2005


                         obligations during the period of twelve (12)
                         consecutive months immediately preceding the Change of
                         Control;

                  provided, however, that in the case of any such termination of
                  employment by the Participant under this subparagraph (d),
                  such termination shall not be deemed to be a Qualifying
                  Termination unless the termination occurs within 120 days
                  after the occurrence of the event or events constituting the
                  reason for the termination; or

              (3) before a Change of Control, a termination of employment by the
                  Company, other than a termination for Cause, or a termination
                  of employment by the Participant for one of the reasons set
                  forth in (2) above, if the affected Participant can
                  demonstrate that such termination or circumstance in (2) above
                  leading to the termination:

                  (i)  was at the request of a third party with which the
                       Company had entered into negotiations or an agreement
                       with regard to a Change of Control; or

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

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

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



                                       4

                         FORM OF RESTRICTED UNIT AGREEMENT (GENERIC PERFORMANCE)
                                                            AS OF APRIL 21, 2005

                                   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 be established by the Committee, such
              withholding obligations may be satisfied through the surrender of
              common units representing limited partnership interests in the
              Partnership and otherwise payable to Participant in respect of
              such earned Restricted Units.



                                       5

                         FORM OF RESTRICTED UNIT AGREEMENT (GENERIC PERFORMANCE)
                                                            AS OF APRIL 21, 2005




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

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

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

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

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

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

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

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

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

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



                                       6

                         FORM OF RESTRICTED UNIT AGREEMENT (GENERIC PERFORMANCE)
                                                            AS OF APRIL 21, 2005


         GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF), EXCEPT TO
         THE EXTENT PREEMPTED BY FEDERAL LAW, WHICH SHALL GOVERN.

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

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

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

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

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

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

                                             SUNOCO PARTNERS LLC


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


                                          By:
                                             -----------------------------------
                                             Participant



                                       7

                         FORM OF RESTRICTED UNIT AGREEMENT (GENERIC PERFORMANCE)
                                                            AS OF APRIL 21, 2005




                                                                 Exhibit _______


                               SUNOCO PARTNERS LLC
                            LONG TERM INCENTIVE PLAN

                             RESTRICTED UNIT AWARDS
                             ____________ GRANT DATE
                          (THE "_______ 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 _____
                    Regular Grant that will vest on ____________, based upon the
                    level of achievement by Sunoco Logistics Partners L.P. (the
                    "Partnership") of specified targets for distributable cash
                    flow 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 ____________:

                         [Formula for calculating Restricted Units earned]


COMPANY PERFORMANCE GOALS:

                           [Description of applicable performance goals]


                                 Exhibit _______

                         FORM OF RESTRICTED UNIT AGREEMENT (GENERIC PERFORMANCE)
                                                            AS OF APRIL 21, 2005

                                                                    EXHIBIT 10.2







    ========================================================================










                               SUNOCO PARTNERS LLC
                              ANNUAL INCENTIVE PLAN

                   (AMENDED AND RESTATED AS OF APRIL 21, 2005)










    =========================================================================











                                    SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
                                       AMENDED AND RESTATED AS OF APRIL 21, 2005


                               SUNOCO PARTNERS LLC
                              ANNUAL INCENTIVE PLAN


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

         1.1  Affiliate - means, with respect to any entity, any other entity
              that directly or indirectly, through one or more intermediaries,
              controls, is controlled by or is under common control with, the
              entity in question. For purposes of this definition, "control"
              means the possession, direct or indirect, of the power to direct
              or cause the direction of the management and policies of an
              entity, whether through ownership of voting securities, by
              contract or otherwise.

         1.2  Board of Directors - shall mean the Board of Directors of the
              Company.

         1.3  Cause - shall mean

              (a) fraud or embezzlement on the part of the Participant;

              (b) conviction of or the entry of a plea of nolo contendere by the
                  Participant to any felony;

              (c) the willful and continued failure or refusal by the
                  Participant to perform substantially the Participant's duties
                  with the Company or an Affiliate thereof (other than any such
                  failure resulting from incapacity due to physical or mental
                  illness, or death, or following notice of employment
                  termination by the Participant pursuant to subsections
                  1.6(c)(1), (2), (3), (4) or (5)) within thirty (30) days
                  following the delivery of a written demand for substantial
                  performance to the Participant by the Board of Directors, or
                  any employee of the Company or an Affiliate with supervisory
                  authority over the Participant, that specifically identifies
                  the manner in which the Board of Directors or such supervising
                  employee believes that the Participant has not substantially
                  performed the Participant's duties; or

              (d) any act of willful misconduct by the Participant which:

                  (1) is intended to result in substantial personal enrichment
                      of the Participant at the expense of the Partnership, the
                      Company, or any respective Affiliates thereof; or

                  (2) has a material adverse impact on the business or
                      reputation of the Partnership, the Company, or any
                      respective Affiliate thereof (such determination to be
                      made by the Partnership, the Company, or any such
                      Affiliate in the good faith exercise of its reasonable
                      judgment).

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

              (a) 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, Inc. and its
                  Affiliates;

              (b) a "Change in Control" of Sunoco, as defined from time to time
                  in the Sunoco stock plans; or



                                       1

                                    SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
                                       AMENDED AND RESTATED AS OF APRIL 21, 2005



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

         1.5  CIC Incentive Award - shall mean the incentive award payable in
              cash following a Change of Control, as described herein at Section
              8.4.

         1.6  CIC Participant - shall mean a Participant:

              (a) whose employment was terminated by the Company (other than for
                  cause) on or following the Change of Control, but before
                  payment of the CIC Incentive Award; or

              (b) whose employment was terminated by the Company (other than for
                  Cause) before the Change of Control, or

              (c) who terminated employment for one of the following reasons:

                  (1) the assignment to such Participant of any duties
                      inconsistent in a way significantly adverse to such
                      Participant, with such Participant's positions, duties,
                      responsibilities and status with the Company immediately
                      prior to the Change of Control, or a significant reduction
                      in the duties and responsibilities held by the Participant
                      immediately prior to the Change of Control, in each case
                      except in connection with such Participant's termination
                      of employment by the Company for Cause; or

                  (2) with respect to any Participant who is a member of the
                      Company's board of directors immediately prior to the
                      Change of Control, any failure of the members of the
                      Company to elect or re-elect, or of the Company to appoint
                      or re-appoint, the Participant as a member of such board
                      of directors; or

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

                  (4) the failure of the Company to provide the Participant with
                      employee benefits and incentive compensation opportunities
                      that:

                      (i)  are not less favorable than those provided to other
                           executives who occupy the same grade level at the
                           Company as the Participant, or if the Company's grade
                           levels are no longer applicable, to a similar peer
                           group of the executives of the Company; and

                      (ii) provide the Participant with benefits that are at
                           least as favorable, measured separately for: (A)
                           incentive compensation opportunities, (B) savings and
                           retirement benefits, (C) welfare benefits, and (D)
                           fringe benefits and vacation, as the most favorable
                           of each such category of benefit in effect for the
                           Participant at any time during the 120-day period
                           immediately preceding the Change of Control; or

                  (5) 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




                                       2

                                    SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
                                       AMENDED AND RESTATED AS OF APRIL 21, 2005


                      Participant's travel obligations during the period of
                      twelve (12) consecutive months immediately preceding the
                      Change of Control;

              provided, however, that in the case of a Participant whose
              employment terminates under either subsection 1.6(b) or (c), such
              Participant can demonstrate that such termination, or circumstance
              leading to the termination, was at the request of a third party
              with which the Company had entered into negotiations or an
              agreement regarding a Change of Control, or otherwise occurred in
              connection with a Change of Control; and further provided, that in
              either case, the Change of Control actually occurs within one (1)
              year following the employment termination and, in the event of a
              termination under 1.6(c), the termination occurs within 120 days
              after the occurrence of the event or events constituting the
              reason for such termination; or

              (d) who was, immediately before the Change of Control, eligible
                  for a prorated award under the provisions of Section 8.3; or

              (e) who was employed by the Company on the date of the Change of
                  Control and who does not incur a termination for Cause before
                  payment of the CIC Incentive Award, in the event that, prior
                  to the end of the calendar year in which the Change of Control
                  occurred, either:

                  (1) the Plan is terminated; or

                  (2) the performance measures and/or performance targets for
                      the applicable Plan Year are changed or modified,
                      resulting in a decrease in the amount of any CIC Incentive
                      Award otherwise payable.

         1.7  CIC Short Period - shall mean the portion of the Plan Year from
              January 1 to the date of the occurrence of a Change of Control.

         1.8  Company - shall mean Sunoco Partners LLC, a Delaware limited
              liability company. The term "Company" shall include any successor
              to Sunoco Partners LLC, any subsidiary or Affiliate that has
              adopted the Plan, or any company succeeding to the business of
              Sunoco Partners LLC by merger, consolidation, liquidation, or
              purchase of assets or stock, or similar transaction.

         1.9  Compensation Committee - shall mean the Compensation Committee of
              the Company's Board of Directors.

         1.10 Participant - shall mean a person participating or eligible to
              participate in the Plan, as determined under Section 4.

         1.11 Partnership - shall mean Sunoco Logistics Partners L.P., a
              Delaware limited partnership, and its subsidiaries.

         1.12 Plan - shall mean the Company's Annual Incentive Plan as amended
              and restated effective as of April 21, 2005.

         1.13 Plan Year - shall mean the performance (calendar) year.

         1.14 Pro-rated Bonus Award - shall mean an amount equal to the award
              otherwise payable to a Participant for the Plan Year in which the
              Participant's termination of employment with the Company (other
              than for Cause) is effective, multiplied by a fraction the
              numerator of which is the number of full and partial months in the
              applicable Plan Year through the date of termination of such
              Participant's employment, and the denominator of which is twelve
              (12).



                                       3

                                    SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
                                       AMENDED AND RESTATED AS OF APRIL 21, 2005


     2. PURPOSE. The purpose of this Plan is to motivate management and the
employees of the Company and its Affiliates who perform services for the
Partnership to collectively produce outstanding results, encourage superior
performance, increase productivity, and aid in attracting and retaining key
employees.

     3. PLAN GUIDELINES. The administration of the Plan and any potential awards
granted pursuant to the Plan is subject to the determination by the Compensation
Committee of the Company's Board of Directors that the performance goals for the
applicable periods have been achieved. The Plan is an additional compensation
program designed to encourage Participants to exceed specified objective
performance targets for the designated period. The Compensation Committee will
review the Partnership's performance results for the designated performance
period, and thereafter will determine whether or not to approve awards under the
Plan.

     4.  PERFORMANCE TARGETS.

         4.1  Designation of Performance Targets. The Company's Chief Executive
              Officer shall recommend, subject to approval by the Company's
              Compensation Committee, the performance measures and performance
              targets to be used for each Plan Year in determining the bonus
              amounts to be paid under the Plan. Performance targets may be
              based on Partnership, business unit and/or individual
              achievements, or any combination of these, or on such other
              factors as the Company's Chief Executive Officer, subject to the
              approval of the Compensation Committee, may determine. Different
              performance targets may be established for different participants
              for any Plan Year. Satisfactory results, as determined by the
              Company's Compensation Committee in its sole discretion, must be
              achieved in order for an award to be made pursuant to the Plan.

         4.2  Equitable Adjustment to Performance Targets. At its discretion,
              the Compensation Committee may adjust actual performance measure
              results for extraordinary events or accounting adjustments
              resulting from significant asset purchases or dispositions or
              other events not contemplated or otherwise considered by the
              Compensation Committee when the performance measures and targets
              were set.

     5. PARTICIPANTS. The Compensation Committee, in consultation with the
Company's Chief Executive Officer, will designate members of management and
employees of the Company and its Affiliates as eligible to participate in the
Plan. Employees so designated shall be referred to as "Participants."

     6. PARTICIPATION LEVELS. A Participant's designated level of participation
in the Plan, or target bonus, will be determined under criteria established or
approved by the Compensation Committee for that Plan Year or designated
performance period. Levels of participation in the Plan may vary according to a
Participant's position and the relative impact such Participant can have on the
Company's and/or Affiliates' operations. Care will be used in communicating to
any participant his performance targets and potential performance amount for a
Plan Year. The amount of target bonus a participant may receive for any Plan
Year, if any, will depend upon the performance level achieved (unless waived)
for that Plan Year, as determined by the Compensation Committee. No Participant
shall have any claim to be granted any award under the Plan, and there is no
obligation for uniformity of treatment of Participants. The terms and conditions
of awards need not be the same respecting each Participant.

     7. AWARD PAYOUT. Awards typically will be determined after the end of the
Plan Year or designated performance period. Awards will be paid in cash
annually, unless otherwise determined by




                                       4

                                    SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
                                       AMENDED AND RESTATED AS OF APRIL 21, 2005


the Compensation Committee. The Compensation Committee will have the discretion,
by Participant and by grant, to reduce (but not to increase) some or all of the
amount of any award that otherwise would be payable by reason of the
satisfaction of the applicable performance targets. In making any such
determination, the Compensation Committee is authorized to take into account any
such factor or factors it determines are appropriate, including but not limited
to Company, business unit and individual performance; provided, however, that
the exercise of such negative discretion with respect to one Participant may not
be used to increase the amount of any award otherwise payable to another
Participant.

         8.       TERMINATION OF EMPLOYMENT.

         8.1  Voluntary Termination. Except in the event of a Change of Control,
              if a Participant terminates his or her employment with the Company
              (for any reason other than retirement, death, permanent
              disability, or approved leave of absence) prior to December 31 of
              any Plan Year, such Participant will not receive payment of the
              award for such Plan Year, and will forfeit any right, title or
              interest in such award, unless and to the extent waived by the
              Compensation Committee in its sole discretion.

         8.2  Termination for Cause. A Participant will not receive payment of
              any award for a particular Plan Year if the Participant's
              employment with the Company is terminated for Cause prior to the
              payment of such award.

         8.3  Death, Retirement, Disability, Leaves of Absence, Etc. A Pro-rated
              Bonus Award, reflecting participation for a portion of the Plan
              Year, will be paid to any Participant whose employment status
              changed during the year as a result of:

              (a) death;

              (b) permanent disability (as determined by the Committee);

              (c) retirement;

              (d) approved leave of absence; or

              (e) termination at the Company's request (other than for Cause),
                  for Participants in salary Grade 11 or above on the employment
                  termination date.

              New hires and part-time employees also will receive a Pro-rated
              Bonus Award. Unless otherwise required by applicable law, any
              Pro-rated Bonus Award payable hereunder will be paid on the date
              when awards are otherwise payable as provided in the Plan.

         8.4  Change of Control. Upon the occurrence of a Change of Control, the
              terms of this Section 8.4 shall immediately become operative,
              without further action or consent by any person or entity, and
              once operative shall supersede and control over any other
              provisions of this Plan.:

              (a) Acceleration. The CIC Incentive Award shall be payable in cash
                  to all CIC Participants within thirty (30) days following the
                  occurrence of a Change of Control (or as soon as it is
                  practicable to determine the level of attainment of applicable
                  performance targets under subsection 8.4(a)(1)). Such award
                  shall be calculated according to the terms of the Plan, except
                  as follows:

                  (1) the level of attainment of applicable performance targets
                      shall be determined based upon the performance of the
                      Partnership for completed months from January 1 through
                      the date of the Change of Control.

                  (2) The amount of the CIC Incentive Award shall be equal to
                      the respective award adjusted to reflect the level of
                      attainment of applicable performance




                                       5

                                    SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
                                       AMENDED AND RESTATED AS OF APRIL 21, 2005


                      targets, multiplied by the number of full and partial
                      months in the CIC Short Period divided by twelve (12).

                  (3) Notwithstanding anything herein to the contrary, no action
                      taken by the Compensation Committee or the Board of
                      Directors after a Change of Control, or before, but in
                      connection with, a Change of Control, may:

                      (i)  terminate or reduce the CIC Incentive Award or
                           prospective CIC Incentive Award payable to any
                           Participant in connection with such Change of Control
                           without the express written consent of such
                           Participant; or

                      (ii) adversely affect a Participant's rights under
                           subsection 8.4(b) in connection with such Change of
                           Control.

              (b) Attorney's Fees. The Company shall pay all reasonable legal
                  fees and related expenses incurred by a Participant in seeking
                  to obtain or enforce payment of the CIC Incentive Award to
                  which such Participant may be entitled under the Plan after a
                  Change of Control; provided, however, that the Participant
                  shall be required to repay any such amounts to the Company to
                  the extent a court of competent jurisdiction issues a final
                  and non-appealable order setting forth the determination that
                  the position taken by the Participant was frivolous or
                  advanced in bad faith.

         9. AMENDMENT AND TERMINATION. The Company's Compensation Committee, at
its sole discretion, may amend the Plan or terminate the Plan at any time.
(except as otherwise set forth in Section 8.4).

         10. ADMINISTRATION. The Compensation Committee may delegate the
responsibility for the administration and operation of the Plan to the Chief
Executive Officer (or designee) of the Company or any participating Affiliate.
The Compensation Committee (or the person(s) to which administrative authority
has been delegated) shall have the authority to interpret and construe any and
all provisions of the Plan, including all performance targets and whether and to
what extent achieved. Any determination made by the Compensation Committee (or
the person(s) to which administrative authority has been delegated) shall be
final and conclusive and binding on all persons.

         11. INDEMNIFICATION. Neither the Company, any participating Affiliate,
nor the Board of Directors, or any member or any committee thereof, of the
Company or any participating Affiliate, nor any employee of the Company or any
participating Affiliate shall be liable for any act, omission, interpretation,
construction or determination made in connection with the Plan in good faith;
and the members of the Company's Board of Directors, the Compensation Committee
and/or the employees of the Company or any participating Affiliate shall be
entitled to indemnification and reimbursement by the Company to the maximum
extent permitted by law in respect of any claim, loss, damage or expense
(including counsel's fees) arising from their acts, omission and conduct in
their official capacity with respect to the Plan.

     12. GENERAL PROVISIONS.

         12.1 Non-Guarantee of Employment. Nothing contained in this Plan shall
              be construed as a contract of employment between the Company
              and/or a participating Affiliate and a Participant, and nothing in
              this Plan shall confer upon any Participant any right to continued
              employment with the Company or a participating Affiliate, or to
              interfere with the right of the Company or a participating
              Affiliate to terminate a Participant's employment, with or without
              cause.



                                       6

                                    SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
                                       AMENDED AND RESTATED AS OF APRIL 21, 2005


         12.2 Interests Not Transferable. No benefits under the Plan shall be
              subject in any manner to alienation, sale, transfer, assignment,
              pledge, attachment or other legal process, or encumbrance of any
              kind, and any attempt to do so shall be void.

         12.3 Facility Payment. Any amounts payable hereunder to any person
              under legal disability or who, in the judgment of the Compensation
              Committee or its designee, is unable to properly manage his or her
              financial affairs, may be paid to the legal representative of such
              person, or may be applied for the benefit of such person in any
              manner which the Compensation Committee or its designee may
              select, and each participating Affiliate shall be relieved of any
              further liability for payment of such amounts.

         12.4 Controlling Law. To the extent not superseded by federal law, the
              law of the Commonwealth of Pennsylvania shall be controlling in
              all matters relating to the Plan.

         12.5 No Rights to Award. No person shall have any claim to be granted
              any award under the Plan, 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 recipient.

         12.6 Severability. If any Plan provision 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 the law deemed applicable by the
              Compensation 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 Compensation 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.

         12.7 No Trust or Fund Created. Neither the Plan nor any 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
              participating 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 participating Affiliate pursuant to an
              award, such right shall be no greater than the right of any
              general unsecured creditor of the Company or any participating
              Affiliate.

         12.8 Headings. Headings are given to the sections 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 of it.

         12.9 Tax Withholding. The Company and/or any participating Affiliate
              may deduct from any payment otherwise due under this Plan to a
              Participant (or beneficiary) amounts required by law to be
              withheld for purposes of federal, state or local taxes.




                                       7

                                    SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
                                       AMENDED AND RESTATED AS OF APRIL 21, 2005

                                                                    Exhibit 10.3

     ======================================================================













                               SUNOCO PARTNERS LLC
                        SPECIAL EXECUTIVE SEVERANCE PLAN

                             (AS OF APRIL 21, 2005)
















     ======================================================================





                            SUNOCO PARTNERS LLC SPECIAL EXECUTIVE SEVERANCE PLAN
                                                          (AS OF APRIL 21, 2005)


                                    ARTICLE I
                                   DEFINITIONS

     1.1 "Annual Compensation" - shall mean a Participant's annual base salary
as in effect immediately prior to the Change of Control, or, if greater,
immediately prior to the Employment Termination Date, plus the greater of (x)
the Participant's annual guideline (target) bonus as in effect immediately
before the Change of Control or, if higher, the Employment Termination Date, or
(y) the highest annual bonus awarded to the Participant with respect to any of
the three years ending before the Change of Control or any subsequent year
ending before the Employment Termination Date.

     1.2 "Benefit" or "Benefits" - shall mean any or all of the benefits that a
Participant is entitled to receive pursuant to Article III of the Plan.

     1.3 "Benefit Extension Period" - shall mean:

         (a)  for the Chief Executive Officer, three years; and

         (b)  for each other Executive Employee, two years.

     1.4 "Cause" - shall mean:

         (a)  fraud or embezzlement on the part of the Participant;

         (b)  conviction of or the entry of a plea of nolo contendere by the
              Participant to any felony;

         (c)  the willful and continued failure or refusal by the Participant to
              perform substantially the Participant's duties with the Company or
              an affiliate (other than any such failure resulting from
              incapacity due to physical or mental illness, or death, or
              following notice of employment termination by the Participant
              pursuant to subsections 1.18(b)(1), (2), (3) or (4)) within thirty
              (30) days following the delivery of a written demand for
              substantial performance to the Participant by the board of
              directors, or any employee of the Company or an affiliate with
              supervisory authority over the Participant, that specifically
              identifies the manner in which the Company's board of directors or
              such supervising employee believes that the Participant has not
              substantially performed the Participant's duties; or

         (d)  any act of willful misconduct by the Participant which:

              (1) is intended to result in substantial personal enrichment of
                  the Participant at the expense of the Partnership, the
                  Company, or any respective affiliates thereof; or

              (2) has a material adverse impact on the business or reputation of
                  the Partnership, the Company, or any respective affiliate
                  thereof (such determination to be made by the Partnership, the
                  Company, or any such affiliate in the good faith exercise of
                  its reasonable judgment).

     Disputes with respect to whether "Cause" exists shall be resolved in
accordance with Article V.

     1.5 "Change of Control" - shall mean, and shall be deemed to have occurred
upon the occurrence of one or more of the following events:

         (a)  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, Inc. and its affiliates;

         (b)  a "Change in Control" of Sunoco, as defined from time to time in
              the Sunoco stock plans; or

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

     1.6 "Chief Executive Officer" - shall mean the individual serving as the
Chief Executive Officer of Sunoco Partners LLC, as of the date of reference.



                                       1

                            SUNOCO PARTNERS LLC SPECIAL EXECUTIVE SEVERANCE PLAN
                                                          (AS OF APRIL 21, 2005)


     1.7 "Committee" - shall mean the administrative committee designated
pursuant to Article IV of the Plan to administer the Plan in accordance with its
terms.

     1.8 "Company" - shall mean Sunoco Partners LLC, Inc., a Pennsylvania
limited liability company, and Sunoco Lease Acquisition & Marketing LLC, a
Delaware limited liability company and subsidiary of Sunoco Partners LLC, and
any successors thereto.

     1.9 "Company Service" - shall mean, for purposes of determining Benefits
available to any Participant in this Plan, the total aggregate recorded length
of such Participant's service with the Company, including service prior to
February 8, 2002 with Sunoco,. Inc., or any affiliate thereof, as predecessor in
interest to operations of the Company. Company Service shall commence with the
Participant's initial date of employment and shall end with such Participant's
death, retirement, or termination for any reason. Company Service also shall
include:

         (a)  all periods of approved leave of absence (personal, family,
              medical, or military); provided, however, that the Participant
              returns to work within the prescribed time following the leave;

         (b)  any break in service of thirty (30) days or less; and

         (c)  any service credited under applicable Company policies with
              respect to the length of a Participant's employment by any
              non-affiliated entity that is subsequently acquired by, and
              becomes a part of, the Company's operations.

    1.10 "Compensation Committee" - shall mean the Compensation Committee of
Sunoco Partners LLC's board of directors.

    1.11 "Disability" - shall mean any illness, injury or incapacity of such
duration and type as to render a Participant eligible to receive long-term
disability benefits under the applicable broad-based long-term disability
program of the Company.

    1.12 "Employment Termination Date" - shall mean the date on which the
employment relationship between the Participant and the Company is terminated;
provided, however, that such employment relationship will not be deemed
terminated if the Participant subsequently is hired by Sunoco, Inc., or an
affiliate thereof, in connection with a Change of Control.

    1.13 "ERISA" - shall mean the Employee Retirement Income Security Act of
1974, as amended.

    1.14 "Executive Employee" - shall mean the Chief Executive Officer and any
individual who reports directly to the Chief Executive Officer.

    1.15 "Involuntary Plan" - shall mean the applicable involuntary termination
plan of the Company.

    1.16 "Participant" - shall mean any Executive Employee, employed by the
Company on or before the occurrence of any Change of Control, who:

         (a)  meets the eligibility requirements set forth in Section 2.2 of
              this Plan; and

         (b)  is participating in this Plan.

    1.17 "Plan" - shall mean the Sunoco Partners LLC Special Executive Severance
Plan, as set forth herein, and as the same may from time to time be amended.

    1.18 "Qualifying Termination" - of the employment of a Participant shall
mean any of the following:

         (a)  a termination of employment by the Company within two (2) years
              after a Change of Control, other than for Cause, death or
              Disability; or

         (b)  a termination of employment by the Participant within two (2)
              years after a Change of Control for one or more of the following
              reasons:

                  (1) the assignment to such Participant of any duties
                      inconsistent in a way




                                       2

                            SUNOCO PARTNERS LLC SPECIAL EXECUTIVE SEVERANCE PLAN
                                                          (AS OF APRIL 21, 2005)


                      significantly adverse to such Participant, with such
                      Participant's positions, duties, responsibilities and
                      status with the Company immediately prior to the Change of
                      Control, or a significant reduction in the duties and
                      responsibilities held by the Participant immediately prior
                      to the Change of Control, in each case except in
                      connection with such Participant's termination of
                      employment by the Company for Cause; or

                  (2) with respect to any Participant who is a member of the
                      Company's board of directors immediately prior to the
                      Change of Control, any failure of the members of the
                      Company to elect or re-elect, or of the Company to appoint
                      or re-appoint, the Participant as a member of such board
                      of directors;

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

                  (4) the failure of the Company to provide the Participant with
                      employee benefits and incentive compensation opportunities
                      that:

                      (i)  are not less favorable than those provided to other
                           executives who occupy the same grade level at the
                           Company as the Participant, or if the Company's grade
                           levels are no longer applicable, to a similar peer
                           group of the executives of the Company; and

                      (ii) provide the Participant with benefits that are at
                           least as favorable, measured separately for:
                           (A) incentive compensation opportunities, (B) savings
                           and retirement benefits, (C) welfare benefits, and
                           (D) fringe benefits and vacation,
                           as the most favorable of each such category of
                           benefit in effect for the Participant at any time
                           during the 120-day period immediately preceding the
                           Change of Control; or

                  (5) the Company requires the Participant to be based anywhere
                      other than the Participant's present work location or a
                      location within thirty-five (35) miles from the present
                      location; or the Company requires the Participant to
                      travel on Company business to an extent substantially more
                      burdensome than such Participant's travel obligations
                      during the period of twelve (12) consecutive months
                      immediately preceding the Change of Control;

                  provided, however, that in the case of any such termination of
                  employment by the Participant under this subparagraph (b),
                  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

              (c) before a Change of Control, a termination of employment by the
                  Company, other than a termination for Cause, or a termination
                  of employment by the Participant for one of the reasons set
                  forth in (b) above, if the affected Participant can
                  demonstrate that such termination or circumstance in (b) above
                  leading to the termination:

                  (1) was at the request of a third party with which the Company
                      had entered into negotiations or an agreement with regard
                      to a Change of Control; or

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



                                       3

                            SUNOCO PARTNERS LLC SPECIAL EXECUTIVE SEVERANCE PLAN
                                                          (AS OF APRIL 21, 2005)


         provided, however, that in either such case, a Change of Control
         actually occurs within one (1) year following the Employment
         Termination Date.

              Any good faith determination made by the Participant that the
         Participant has experienced a Qualifying Termination pursuant to
         Section 1.18(b) shall be conclusive. A Participant's mental or physical
         incapacity following the occurrence of an event described above in (b)
         above shall not affect the Participant's ability to have a Qualifying
         Termination.

    1.20 "Retirement Plan" - shall have the meaning set forth in Section 3.1(c).

    1.21  "SERP" - shall have the meaning set forth in Section 3.1(c).


                                   ARTICLE II
                          PURPOSE, ELIGIBILITY AND TERM

     2.1 Purpose. The Company maintains this Plan to provide severance benefits
to Executive Employees, whose employment is terminated in connection with, or
following, a Change of Control. This Plan is not intended to be included in the
definitions of "employee pension benefit plan" and "pension plan" set forth
under Section 3(2) of ERISA. Rather, this Plan is intended to meet the
descriptive requirements of a plan constituting a "severance pay plan" within
the meaning of regulations published by the Secretary of Labor at Title 29, Code
of Federal Regulations, Section 2510.3-2(b). Accordingly, the Benefits paid by
the Plan are not deferred compensation.

     2.2 Eligibility. Each Executive Employee shall become a Participant upon
election by the Board of Directors or appointment by the Company. Except with
respect to the reimbursement for legal expenses, described under Section 3.8, in
order to receive a Benefit under this Plan, a Participant's employment must have
been terminated as a result of a Qualifying Termination. The Committee shall
determine whether any termination is a Qualifying Termination.

     2.3 Term of the Plan. The Plan will continue until such time as the
Compensation Committee, acting in its sole discretion, elects to modify,
supersede or terminate it; provided, however, that no such action taken after a
Change of Control, or before, but in connection with, a Change of Control, may
terminate or reduce the Benefits or prospective Benefits of any individual who
is a Participant on the date of the action without the express written consent
of the Participant.


                                   ARTICLE III
                                    BENEFITS

     3.1 Immediate Cash Benefit. In the event of a Qualifying Termination, the
cash amount to be paid to an eligible Participant shall be paid in a lump sum by
mailing to the last address provided by the Participant to the Company. In
general, payment shall be made within fifteen (15) days after the Participant's
Employment Termination Date but in no event later than thirty (30) days
thereafter. In the event the Company should fail to pay the applicable amounts
when due, the Participant also shall be entitled to receive from the Company an
amount representing interest on any unpaid or untimely paid amounts from the due
date to the date of payment at a rate equal to the prime rate of Citibank, N.A.
as in effect from time to time after such due date.

     The amount of this lump sum shall be equal to the sum of the following:

         (a)  An amount equal to the Participant's earned vacation (as
              determined under the Company's applicable vacation policy as in
              effect at the time of the Change of Control) through his or her
              Employment Termination Date;




                                       4

                            SUNOCO PARTNERS LLC SPECIAL EXECUTIVE SEVERANCE PLAN
                                                          (AS OF APRIL 21, 2005)


         (b)  (1) for the Chief Executive Officer, Annual Compensation
              multiplied by three (3); (2) for each other Executive Employee,
              Annual Compensation multiplied by two (2);

         (c)  An amount equal to the excess of:

              (i)  the actuarial equivalent of the benefit under the Sunoco,
                   Inc. Retirement Plan or any successor defined benefit pension
                   plan (the "Retirement Plan") (utilizing actuarial assumptions
                   no less favorable to the Participant than those in effect
                   under the Retirement Plan immediately prior to the Change of
                   Control) and any excess or supplemental retirement plan,
                   including, without limitation, the Sunoco, Inc. Executive
                   Retirement Plan and the Sunoco, Inc. Pension Restoration
                   Plan, in which the Participant participates (collectively,
                   the "SERP") that the Participant would receive if the
                   Participant's employment continued throughout his/her Benefit
                   Extension Period, assuming for this purpose that all accrued
                   benefits are fully vested and assuming that the Participant's
                   compensation in each year of his/her Benefit Extension Period
                   is the Annual Compensation; over

              (ii) the actuarial equivalent of the Participant's actual benefit
                   (paid or payable), if any, under the Retirement Plan and the
                   SERP as of the Employment Termination Date (including any
                   additional benefit to which the Participant is entitled under
                   the Retirement Plan or the SERP in connection with the Change
                   of Control).

     3.2 Payments to Beneficiary(ies). Each Executive Employee shall designate a
beneficiary(ies) to receive any Benefits due hereunder in the event of the
Participant's death prior to the receipt of all such Benefits. Such beneficiary
designation shall be made in the manner, and at the time, prescribed by the
Company in its sole discretion. In the absence of an effective beneficiary
designation hereunder, the Participant's estate shall be deemed to be his or her
designated beneficiary.

     3.3 Executive Severance Benefits. In the event that Benefits are paid under
Section 3.1, the Participant shall continue to be entitled, through the end of
his/her Benefit Extension Period, to those employee benefits, based upon the
amount of coverage or benefits provided at the Change of Control, listed below:

     (a) Death benefits as follows:

         (1)  for Participants who became Executive Employees on or after
              January 1, 1985, an amount equal to one (1) times annual base
              salary at the Employment Termination Date; and

         (2)  for Participants who became Executive Employees before January 1,
              1985, an amount equal to two (2) times the sum of annual base
              salary and guideline (target) bonus at the Employment Termination
              Date.

              Any supplemental coverages elected under the Sunoco, Inc. Death
         Benefits Plan (or any similar plan of any of the following: a
         subsidiary or affiliate which has adopted this Plan; a corporation
         succeeding to the business of Sunoco, Inc.; and/or any subsidiary or
         affiliate, by merger, consolidation, liquidation, purchase of assets or
         stock, or similar transaction) will be discontinued under the terms of
         such plan or plans.

     (b) Medical plan benefits (including dental coverage), with COBRA
         continuation eligibility beginning as of the end of the Benefit
         Extension Period, except as provided hereinbelow at Section 3.4.

     (c) Life insurance coverage. In each case, when contributions are required
         of all Executive


                                       5


                            SUNOCO PARTNERS LLC SPECIAL EXECUTIVE SEVERANCE PLAN
                                                          (AS OF APRIL 21, 2005)



         Employees at the time of the Participant's Employment Termination Date,
         or thereafter, if required of all other active Executive Employees, the
         Participant shall continue to be responsible for making the required
         contributions during the Benefit Extension Period in order to be
         eligible for the coverage. Notwithstanding the foregoing sentence, in
         lieu of the coverages provided under this Section 3.3, the Company may
         pay the Participant, at the time cash Benefits otherwise are to be
         paid, an amount (adjusted for taxes) equal to the then-present value of
         the total cost of such coverages, or the Company may provide the
         Participant with comparable coverage under a policy or policies of
         insurance. The Participant also shall be entitled to outplacement
         services during the Benefit Extension Period, at no cost to the
         Participant, from an experienced third-party vendor selected by the
         Committee.

     3.4 Special Medical Benefit.  In the event Benefits are paid to the
Participant under Section 3.1:

     (a) a Participant who, as of his/her Employment Termination Date, is fifty
         (50) or more years of age and has ten (10) or more years of Company
         Service, shall have medical (but not dental) benefits available under
         the same terms and conditions as other employees not yet eligible for
         Medicare coverage who retire under the terms of a Company retirement
         plan.

     (b) a Participant who, as of the Employment Termination Date, is fifty (50)
         or more years of age but has fewer than ten (10) years of Company
         Service, shall be eligible to receive Company medical plan benefits
         (excluding dental coverage) following the Benefit Extension Period, at
         a cost to any such Participant that is equal to the full premium cost
         of such coverage.

     Subject to modification or termination of such medical benefits as
generally provided to other employees not yet eligible for Medicare coverage who
retire under the terms of the Company's retirement plan(s), such benefits shall
continue until such time as the Participant becomes first eligible for Medicare,
or the Participant voluntarily cancels coverage, whichever is earlier.

     3.5 Retirement and Savings Plans. This Plan shall not govern and shall in
no way affect the Participant's interest in, or entitlement to benefits under,
any of the Company's "qualified" or supplemental retirement plans, and, except
to the extent specifically provided in Section 3.1(c), payments received under
any such plans shall not affect a Participant's right to any Benefit hereunder.

     3.6 Minimum Benefit; Effect of Executive Involuntary Severance Plan.

     (a) Notwithstanding the provisions of Sections 3.1, 3.3 and 3.4 hereof, the
         Benefits available under those Sections of this Plan shall not be less
         than those determined in accordance with the provisions of the Sunoco
         Partners LLC Special Employee Severance Plan. If the Participant
         determines that the benefits under the Sunoco Partners LLC Special
         Employee Severance Plan are more valuable to the Participant than the
         comparable Benefits set forth in Sections 3.1, 3.3 and 3.4 of this
         Plan, then the provisions used to calculate the Benefits available to
         the Participant under this Plan shall not apply, and the Benefits
         available to the Participant under Sections 3.1, 3.3 and 3.4 of this
         Plan shall be calculated using only Sections 3.3 and 3.4 of the Sunoco
         Partners LLC Special Employee Severance Plan, as if such provisions
         were a part of this Plan.

     (b) If a Participant is or becomes entitled to receive severance benefits
         under both the Involuntary Plan and Sections 3.1, 3.3 and/or 3.4 of
         this Plan, then the following rules shall apply, notwithstanding any
         other provision of this Plan nor any provision of the Involuntary Plan.
         If and to the extent such benefits become payable under the Involuntary
         Plan before such benefits become payable under this Plan, the
         Participant shall receive benefits under the Involuntary Plan until the
         benefits under this Plan become payable, and the benefits under this
         Plan shall be offset by the comparable benefits previously paid under
         the Involuntary Plan. If such benefits under this Plan become payable
         simultaneously with or before such




                                       6

                            SUNOCO PARTNERS LLC SPECIAL EXECUTIVE SEVERANCE PLAN
                                                          (AS OF APRIL 21, 2005)


         benefits under the Involuntary Plan, the Participant shall not be
         entitled to any benefits under the Involuntary Plan.

     3.7 Effect on Other Benefits. There shall not be drawn from the continued
provision by the Company of any of the aforementioned Benefits any implication
of continued employment or of continued right to accrual of retirement benefits
under the Company's qualified or supplemental retirement plans, nor shall a
terminated employee, except as otherwise provided under the terms of the Plan,
accrue vacation days, paid holidays, paid sick days or other similar benefits
normally associated with employment for any part of the Benefit Extension Period
during which benefits are payable under this Plan. A Participant shall have no
duty to mitigate with respect to Benefits under this Plan by seeking or
accepting alternative employment. Further, the amount of any payment or benefit
provided for in this Plan shall not be reduced by any compensation earned by the
Participant as the result of employment by another employer, by retirement
benefits, by offset against any amount claimed to be owed by the Participant to
the Company, or otherwise.

     3.8 Legal Fees and Expenses.  The Company also shall pay to the Participant
all legal fees and expenses incurred by the Participant:

         (a)  in disputing in good faith any issue relating to the termination
              of the Participant's employment in connection with a Change of
              Control as a result of a Qualifying Termination entitling the
              Participant to Benefits under this Plan; or

         (b)  in seeking in good faith to obtain or enforce any Benefit or right
              provided by this Plan (or the payment of any Benefits through any
              trust established to fund Benefits under this Plan).

     Such payments shall be made as such fees and expenses are incurred by the
Participant, but in no event later than five (5) business days after delivery of
the Participant's written requests for payment accompanied with such evidence of
fees and expenses incurred as the Company reasonably may require. 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.


                                   ARTICLE IV
                                 ADMINISTRATION

         4.1 Appointment of the Committee. The Committee shall consist of three
(3) or more persons appointed by the Compensation Committee. Committee members
may be, but need not be, employees of Sunoco Partners LLC. Following a Change of
Control, the individuals most recently so appointed to serve as members of the
Committee before the Change of Control, or successors whom they approve, shall
continue to serve as the Committee.

         4.2 Tenure of the Committee. Before a Change of Control, Committee
members shall serve at the pleasure of the Compensation Committee, and may be
discharged, with or without cause, by the Compensation Committee. Committee
members may resign at any time on ten (10) days' written notice.

         4.3 Authority and Duties. It shall be the duty of the Committee, on the
basis of information supplied to it by the Company, to determine the eligibility
of each Participant for Benefits under the Plan, to determine the amount of
Benefit to which each such Participant may be entitled, and to determine the
manner and time of payment of the Benefit consistent with the provisions hereof.
In addition, the exercise of discretion by the Committee need not be uniformly
applied to similarly situated Participants. The Company shall make such payments
as are certified to it by the Committee to be due to Participants. The



                                       7


                            SUNOCO PARTNERS LLC SPECIAL EXECUTIVE SEVERANCE PLAN
                                                          (AS OF APRIL 21, 2005)



Committee shall have the full power and authority to construe, interpret and
administer the Plan, to correct deficiencies therein, and to supply omissions.
Except as provided in Section 5.8, all decisions, actions and interpretations of
the Committee shall be final, binding and conclusive upon the parties.

         4.4 Action by the Committee. A majority of the members of the Committee
shall constitute a quorum for the transaction of business at a meeting of the
Committee. Any action of the Committee may be taken upon the affirmative vote of
a majority of the members of the Committee at a meeting, or at the direction of
the chairperson, without a meeting by mail, telegraph, telephone or electronic
communication device; provided, however, that all of the members of the
Committee are informed of their right to vote on the matter before the Committee
and of the outcome of the vote thereon.

         4.5 Officers of the Committee. The Compensation Committee shall
designate one of the members of the Committee to serve as chairperson thereof.
The Compensation Committee shall also designate a person to serve as secretary
of the Committee, which person may be, but need not be, a member of the
Committee.

     4.6 Compensation of the Committee. Members of the Committee shall receive
no compensation for their services as such. However, all reasonable expenses of
the Committee shall be paid or reimbursed by the Company upon proper
documentation. The Company shall indemnify members of the Committee against
personal liability for actions taken in good faith in the discharge of their
respective duties as members of the Committee and shall provide coverage to them
under the Company's liability insurance program(s).

     4.7 Records, Reporting and Disclosure. The Company shall supply to the
Committee all records and information necessary to the performance of the
Committee's duties. The Committee shall keep all individual and group records
relating to Participants and former Participants and all other records necessary
for the proper operation of the Plan. Such records shall be made available to
the Company and to each Participant for examination during business hours except
that a Participant shall examine only such records as pertain exclusively to the
examining Participant and to the Plan. The Committee shall prepare and shall
file as required by law or regulation all reports, forms, documents and other
items required by ERISA, the Internal Revenue Code, and every other relevant
statute, each as amended, and all regulations thereunder (except that the
Company, as payor of the Benefits, shall prepare and distribute to the proper
recipients all forms relating to withholding of income or wage taxes, Social
Security taxes, and other amounts which may be similarly reportable).

     4.8 Payment. The Company shall make payments from its general assets to
Participants and shall provide the Benefits described in Article III hereof in
accordance with the terms of the Plan, as directed by the Committee.

     4.9 Actions of the Chief Executive Officer. Whenever a determination is
required of the Chief Executive Officer under the Plan, such determination shall
be made solely at the discretion of the Chief Executive Officer. In addition,
the exercise of discretion by the Chief Executive Officer need not be uniformly
applied to similarly situated Participants and shall be final and binding on
each Participant or beneficiary(ies) to whom the determination is directed.

     4.10 Bonding. The Committee shall arrange any bonding that may be required
by law, but no amount in excess of the amount required by law (if any) shall be
required by the Plan.





                                       8

                            SUNOCO PARTNERS LLC SPECIAL EXECUTIVE SEVERANCE PLAN
                                                          (AS OF APRIL 21, 2005)


                                    ARTICLE V
                                CLAIMS PROCEDURES

         5.1 Application for Benefits. Benefits shall be paid by the Company
following an event that qualifies the Participant for Benefits. In the event a
Participant believes himself/herself eligible for Benefits under this Plan and
Benefit payments have not been initiated by the Company, the Participant may
apply for such Benefits by requesting payment of Benefits in writing from the
Committee.

         5.2 Appeals of Denied Claims for Benefits. In the event that any claim
for Benefits is denied in whole or in part, the Participant (or beneficiary, if
applicable) whose claim has been so denied shall be notified of such denial in
writing by the Committee, within thirty (30) days following submission by the
Participant (or beneficiary, if applicable) of such claim to the Committee. The
notice advising of the denial shall specify the reason or reasons for denial,
make specific reference to pertinent Plan provisions, describe any additional
material or information necessary for the claimant to perfect the claim
(explaining why such material or information is needed), and shall advise the
Participant of the procedure for the appeal of such denial. All appeals shall be
made by the following procedure:

              (a) The Participant whose claim has been denied shall file with
         the Committee a notice of desire to appeal the denial. Such notice
         shall be filed within sixty (60) days of notification by the Committee
         of the claim denial, shall be made in writing, and shall set forth all
         of the facts upon which the appeal is based. Appeals not timely filed
         shall be barred.

              (b) The Committee shall, within thirty (30) days of receipt of the
         Participant's notice of appeal, establish a hearing date on which the
         Participant may make an oral presentation to the Committee in support
         of his/her appeal. The Participant shall be given not less than ten
         (10) days' notice of the date set for the hearing.

              (c) The Committee shall consider the merits of the claimant's
         written and oral presentations, the merits of any facts or evidence in
         support of the denial of Benefits, and such other facts and
         circumstances as the Committee shall deem relevant. If the claimant
         elects not to make an oral presentation, such election shall not be
         deemed adverse to his/her interest, and the Committee shall proceed as
         set forth below as though an oral presentation of the contents of the
         claimant's written presentation has been made.

              (d) The Committee shall render a determination upon the appealed
         claim, within sixty (60) days of the hearing date, which determination
         shall be accompanied by a written statement as to the reasons therefor.


                                   ARTICLE VI
                                  MISCELLANEOUS

     6.1 Amendment, Suspension and Termination. The Company retains the right,
at any time and from time to time, to amend, suspend or terminate the Plan in
whole or in part, for any reason, and without either the consent of or the prior
notification to any Participant. Notwithstanding the foregoing, no such action
taken after a Change of Control, or before, but in connection with, a Change of
Control, may terminate or reduce the Benefits or prospective Benefits of any
Participant on the date of such action without the express written consent of
the Participant. No amendment, suspension or termination shall give the Company
the right to recover any amount paid to a Participant prior to the date of such
action or to cause the cessation and discontinuance of payments of Benefits to
any person or persons under the Plan already receiving Benefits.

     6.2 Nonalienation of Benefits. None of the payments, Benefits or rights of
any Participant shall be subject to any claim of any creditor, and, in
particular, to the fullest extent permitted by law, all such payments, Benefits
and rights shall be free from attachment, garnishment, trustee's process, or any
other legal or equitable process available to any creditor of such Participant.
No Participant shall have the right



                                       9

                            SUNOCO PARTNERS LLC SPECIAL EXECUTIVE SEVERANCE PLAN
                                                          (AS OF APRIL 21, 2005)


to alienate, anticipate, commute, pledge, encumber or assign any of the Benefits
or payments which he/she may expect to receive, contingently or otherwise, under
this Plan.

     6.3 No Contract of Employment. Neither the establishment of the Plan, nor
any modification thereof, nor the creation of any fund, trust or account, nor
the payment of any Benefits shall be construed as giving any Participant, or any
person whosoever, the right to be retained in the service of the Company, and
all Participants shall remain subject to discharge to the same extent as if the
Plan had never been adopted.

     6.4 Severability of Provisions. If any provision of this Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provisions hereof, and this Plan shall be construed and enforced as if
such provisions had not been included.

     6.5 Successors, Heirs, Assigns, and Personal Representatives.  This Plan
shall be binding upon the heirs, executors, administrators, successors and
assigns of the parties, including each Participant.

     6.6 Headings and Captions. The headings and captions herein are provided
for reference and convenience only, shall not be considered part of the Plan,
and shall not be employed in the construction of the Plan.

     6.7 Gender and Number. Except where otherwise clearly indicated by context,
the masculine and the neuter shall include the feminine and the neuter, the
singular shall include the plural, and vice-versa.

     6.8 Unfunded Plan. The Plan shall not be funded. A Participant's right to
receive Benefits hereunder shall be no greater than the right of any unsecured
creditor of the Company. The Company may, but shall not be required to, set
aside or earmark an amount necessary to provide the Benefits specified herein
(including the establishment of trusts). In any event, no Participant shall have
any right to, or interest in, any assets of the Company which may be applied by
the Company to the payment of Benefits except as may be provided pursuant to the
terms of any trust established by the Company to provide Benefits.

     6.9 Payments to Incompetent Persons, Etc. Any Benefit payable to or for the
benefit of a minor, an incompetent person or other person incapable of
receipting therefor shall be deemed paid when paid to such person's guardian or
to the party providing, or reasonably appearing to provide for, the care of such
person, and such payment shall fully discharge the Company, the Committee and
all other parties with respect thereto.

    6.10 Lost Payees. A Benefit shall be deemed forfeited if the Committee is
unable to locate a Participant to whom a Benefit is due. Such Benefit shall be
reinstated if application is made by the Participant for the forfeited Benefit
while this Plan is in operation.

    6.11 Controlling Law.  This Plan shall be construed and enforced according
to the laws of the Commonwealth of Pennsylvania to the extent not preempted by
federal law.

    6.12 Successor Employer. The Company shall require any successor or
assignee, whether direct or indirect, by purchase, merger, consolidation or
otherwise, to all or substantially all the business or assets of the Company,
expressly and unconditionally to assume and agree to perform the Company's
obligations under this Plan, in the same manner and to the same extent that the
Company would be required to perform if no such succession or assignment had
taken place. In such event, the term "Company," shall mean the Company and any
successor or assignee to the business or assets which by reason hereof becomes
bound by the terms and provisions of this Plan.



                                       10


                            SUNOCO PARTNERS LLC SPECIAL EXECUTIVE SEVERANCE PLAN
                                                          (AS OF APRIL 21, 2005)

                                                                    Exhibit 10.4

       THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL
      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


                       THROUGHPUT AND DEFICIENCY AGREEMENT

     This Throughput and Deficiency Agreement (the "AGREEMENT"), with an
effective date of April 25, 2005 (the "EFFECTIVE DATE"), by and between [*****],
a [*****] which is principally located at [*****] ("SHIPPER"), on the one hand,
and Sunoco Pipeline L.P., a Texas limited partnership which is located at 1801
Market Street, Philadelphia, PA 19103 ( referred to as either "SUNOCO" or
"CARRIER"), is made with reference to the following facts and circumstances:

                                  INTRODUCTION

     A. SUNOCO's affiliate owns and operates a marine storage and terminaling
facility which is located at or near Nederland, Texas (the "NEDERLAND TERMINAL")
for the storage and throughput of crude oil and other refinery feedstocks
(collectively, the "FEEDSTOCKS").

     B. SUNOCO owns a 43.8% interest in and operates a twenty-six inch (26")
nominal diameter pipeline designed principally for the transportation of
Feedstocks that originates at a valve at the origin of West Texas Gulf Pipe Line
Company's ("WTG") pipeline at Nederland, Texas, and runs, in part, to a valve
which is situated within WTG's Wortham Station located at or near Wortham, Texas
(said pipeline being referred to herein as the "WTG 26" PIPELINE").

     C. Furthermore, SUNOCO intends to acquire a storage and terminaling
facility that is situated at or near Corsicana, Texas for the storage and
throughput of Feedstocks and which is located approximately 20 miles from a
prospective pipeline connection/tie-in point on the WTG 26" Pipeline near
Wortham, Texas (the "CORSICANA TERMINAL"), and the rights, duties and
obligations of SUNOCO and Shipper hereunder are expressly conditioned upon
SUNOCO's acquisition of the Corsicana Terminal as particularly set forth in
paragraph 14 hereof.

     D. SUNOCO also intends to acquire and operate a sixteen-inch (16") nominal
diameter pipeline which is designed principally for the transportation of
Feedstocks and that runs between (1) SUNOCO's valve which is situated within the
Corsicana Terminal, and (2) the




       THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL
      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


separate valves in or near the [*****] Terminal and the [*****] Terminal (as
both of those terms are defined in Recital E, below) (said pipeline system being
collectively referred to herein as the "SUNOCO PIPELINE") and the rights, duties
and obligations of SUNOCO and Shipper hereunder are expressly conditioned upon
SUNOCO's acquisition of the SUNOCO Pipeline as more particularly set forth in
paragraph 14 hereof.

     E. [*****] ("[*****]") owns and operates breakout tanks in or near [*****]
(the "[*****] Terminal") and a storage terminal in or near [*****](the
"[*****]TERMINAL"). Both the [*****]Terminal and the [*****]Terminal are tied
into the SUNOCO Pipeline and a [*****]pipeline system which is owned and
operated by one or more third-party pipeline operators, including [*****].

     F. [*****], [*****], owns and operates a [*****] in or near [*****] (the
"[*****]"). The [*****]is tied into the [*****]Terminal via a pipeline system
owned and operated by [*****].

     G. [*****] owns and operates a [*****]in or near [*****], [*****] (the
"[*****]"). The [*****] is tied into the [*****] Terminal via a pipeline system
which is also owned and operated by [*****] (the "[*****] TO [*****] PIPELINE")
that runs between the [*****] Terminal and the [*****] Pump Station which is
located in [*****] County, [*****].

     H. Shipper desires to transport Feedstocks to certain [*****] facilities
that are owned and/or operated by [*****], which includes both the [*****] and
the [*****], through the use of the Nederland Terminal, the WTG 26" Pipeline,
the New Pipeline (as that term is defined in Recital I, below), the Corsicana
Terminal, the SUNOCO Pipeline, the [*****] Terminal, and/or the [*****]
Terminal, as the case may be, with all such origin, intermediary, and
destination points and related facilities being generally depicted on Attachment
A hereto.

     I. In order to transport Feedstocks from the Nederland Terminal to [*****],
SUNOCO will be required to make certain capital expenditures including, without
limitation, those associated with designing, engineering, installing, testing,
inspecting, protecting,



                                      -2-


       THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL
      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


commissioning, operating, acquiring, and maintaining approximately 20 miles of
pipeline and related equipment between the WTG 26" Pipeline (near Wortham,
Texas) and the Corsicana Terminal (collectively, the "NEW PIPELINE"). For the
purposes of this Agreement, (1) the WTG 26" Pipeline, the New Pipeline, the
Corsicana Terminal, and the SUNOCO Pipeline up to the point where such pipeline
physically ties into both the [*****] Terminal and the [*****] Terminal shall be
hereinafter collectively referred to as the "N-[*****] PIPELINE ROUTE," and (2)
each segment of the SUNOCO Pipeline located between the Corsicana Terminal and
the [*****] Terminal, including the [*****] Terminal, which is tied into a
Third-Party Pipeline System (as that term is defined in paragraph 3, below)
pipeline connection shall hereinafter be collectively referred to as the
"C-[*****] PIPELINE ROUTE."

     J. SUNOCO is willing to make such expenditures provided that it has
obtained a commitment from Shipper to ship a minimum throughput of Feedstocks
along, on an aggregate basis, the N-[*****] Pipeline Route and the C-[*****]
Pipeline Route.

     K. Shipper is willing to make such a commitment to ship a minimum
throughput of Feedstocks along, on an aggregate basis, the N-[*****] Pipeline
Route and the C-[*****] Pipeline Route, in consideration of SUNOCO using
commercially reasonable efforts and taking the necessary steps (including
eminent domain/condemnation proceedings) to (1) design and install the New
Pipeline, (2) connect the Nederland Terminal to the WTG 26" Pipeline, (3)
connect the WTG 26" Pipeline to the New Pipeline, and (4) connect the Corsicana
Terminal to both the New Pipeline and the SUNOCO Pipeline, provided that SUNOCO
(or one of its affiliates) maintains in place and continuously operates (except
for emergency shutdowns and routine, scheduled maintenance) throughout the term
of this Agreement fully-operational pipeline connections between (i) the
Nederland Terminal and the WTG 26" Pipeline, (ii) the WTG 26" Pipeline and the
New Pipeline, (iii) the New Pipeline and the Corsicana Terminal, (iv) the
Corsicana Terminal and the SUNOCO Pipeline, and (v) the SUNOCO Pipeline and both
the [*****] Terminal and the [*****] Terminal. Notwithstanding the foregoing,
while SUNOCO




                                      -3-


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will use commercially reasonable efforts to cause the WTG 26" Pipeline
connections described herein to be maintained in place and continuously operated
(except for emergency shutdowns and routine, scheduled maintenance) throughout
the term of this Agreement, the parties hereto acknowledge that such operation
and maintenance is not entirely within the control of SUNOCO and hereby agree
that a failure to maintain and operate such connections would not constitute a
breach of the Agreement by SUNOCO; provided, however, under such circumstances,
Shipper may still pursue the rights and remedies that are set forth in
subparagraph 6.G., below, to which it may be entitled.

     NOW, THEREFORE, in consideration of the mutual covenants herein contained,
SUNOCO, on the one hand, and Shipper, on the other hand, agree as follows:

1.   Commencement Date.
     -----------------

     A.   SUNOCO shall notify Shipper promptly upon SUNOCO's acquisition of the
          SUNOCO Pipeline, and such notice shall include the effective date of
          such acquisition. On or before October 1, 2005, SUNOCO will use
          commercially reasonable efforts to have the N-[*****] Pipeline Route
          ready to receive, transport and deliver Feedstocks as provided for
          under the terms of this Agreement. Shipments of Feedstock shall
          commence, and the first Contract Year shall begin, on the first day of
          the calendar month following Carrier's written notice to Shipper that
          the N-[*****] Pipeline Route is ready to receive and transport no less
          than [*****] barrels of Feedstocks per hour (the "COMMENCEMENT DATE").
          In addition, on or before March 1, 2006, SUNOCO will use commercially
          reasonable efforts to have the C-[*****] Pipeline Route ready to
          receive, transport, and deliver Feedstocks as provided for under the
          terms of this Agreement.

     B.   If the N-[*****] Pipeline Route is not ready to receive and transport
          at least [*****] barrels of Feedstock per hour by October 1, 2005,
          then SUNOCO, at its




                                      -4-


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      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
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          sole cost and expense, shall use commercially reasonable efforts to
          provide a temporary pipeline route in order to move Feedstocks between
          the Nederland Terminal and the [*****] Terminal or the [*****]
          Terminal, by utilizing an existing [*****] [*****]-inch nominal
          diameter pipeline (the "[*****] PIPELINE CONNECTION") which is
          currently connected to the WTG 26" Pipeline and the Corsicana
          Terminal, or by using an existing [*****][*****]-inch nominal diameter
          pipeline (the "[*****] PIPELINE CONNECTION") between Nederland, Texas
          and Corsicana, Texas, until such time as the N-[*****] Pipeline Route
          is ready to receive and transport at least [*****] barrels of
          Feedstock per hour. If, and for so long as, SUNOCO is required to use
          any portion of a temporary route that is owned and/operated by any
          unaffiliated entity, including the [*****] Pipeline Connection and the
          [*****] Pipeline Connection, as provided for under the preceding
          sentence, SUNOCO agrees to suspend Shipper's Minimum Monthly
          Throughput Obligation (as that term is defined in subparagraph 6.A,
          below).

     C.   Notwithstanding any of the other provisions set forth in this
          Agreement, if SUNOCO is unable or unwilling to receive and transport
          at least [*****] barrels of Feedstock per hour along the N-[*****]
          Pipeline Route within fifteen (15) months after SUNOCO (or one of its
          subsidiaries or affiliates) acquires the SUNOCO Pipeline, then Shipper
          has the option (within 30 days after the above referenced 15 month
          period), but not the obligation, to terminate this Agreement without
          penalty to either party or either party being in breach thereof, upon
          giving no less than ten (10) days written notice of termination.

2.   Capacity of Pipeline System. The N-[*****] Pipeline Route will have a
     design capacity of no less than [*****] barrels per hour of Feedstocks
     (based on a viscosity of [*****] SUS @ 60(Degree)F and an API gravity of
     [*****].0) to the [*****] Terminal and the [*****]


                                      -5-


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      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
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     Terminal. The C-[*****] Pipeline Route will also have a design capacity of
     no less than [*****] barrels per hour of Feedstocks (based on a viscosity
     of [*****] SUS @ 60(Degree)F and an API gravity of [*****].0) to the
     [*****] Terminal and the [*****] Terminal.

3.   Common Carriage; Published Tariffs; Tariff Rates. SUNOCO is expected to be
     a common carrier for hire with respect to the operation of the New Pipeline
     and the SUNOCO Pipeline. With respect to the WTG 26" Pipeline, SUNOCO is a
     shareholder of WTG, which is also a common carrier. The transportation of
     any Feedstock which is performed by SUNOCO or WTG hereunder along either
     the N-[*****]Pipeline Route or the C-[*****] Pipeline Route, as the case
     may be, shall be subject to the rules and regulations, that are set forth
     in such carrier's oil tariff publication (each a "RULES TARIFF"). Based on
     the applicable rules and regulations set forth in each Rules Tariff, SUNOCO
     will, with WTG, file or cause to be filed a joint proportional incentive
     tariff (the "JOINT INCENTIVE TARIFF") with the Federal Energy Regulatory
     Commission ("FERC") in order to cover the movement of Feedstocks from the
     Nederland Terminal, the Corsicana Terminal, or a Third Party Pipeline
     System (as defined below) and on to either the [*****] Terminal or the
     [*****] Terminal.

          The Joint Incentive Tariff shall apply only to those shippers which
     agree in writing to deliver the Aggregate Throughput Obligation (as that
     term is defined in subparagraph 6.A, below). The initial tariff rates under
     the Joint Incentive Tariff are set forth in Attachment B (entitled
     "Pipeline Rate Schedule"), a copy of which is attached to and made a part
     of this Agreement. The applicable rates, rules, and regulations set forth
     in both the Rules Tariff and the Joint Incentive Tariff may be adjusted by
     the Carrier to reflect the terms and conditions set forth in this Agreement
     in accordance with the applicable rules and regulations of the FERC.


                                      -6-


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      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
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          Shipper reserves the right to separately nominate and deliver barrels
     of Feedstock along and as part of the C-[*****] Pipeline Route which are
     received from one or more third party-owned and/or -operated pipeline
     systems that are tied into either the Corsicana Terminal or the SUNOCO
     Pipeline at any location between the Corsicana Terminal and the [*****]
     Terminal (each hereinafter called a "THIRD-PARTY PIPELINE SYSTEM") and
     which are then to be transported by SUNOCO (or its designated pipeline
     operator) to either the [*****] Terminal or the [*****] Terminal. Each
     barrel of Feedstock shipped each month by or on behalf of Shipper along the
     C-[*****] Pipeline Route shall also be credited against the applicable
     Minimum Monthly Throughput Obligation for that particular month, but shall
     be measured and accounted for separately from any barrels of Feedstock
     moved along the N-[*****] Pipeline Route. However, regardless of when and
     whether Shipper has exceeded its Minimum Monthly Throughput Obligation for
     any given calendar month, all of the barrels of any Feedstocks that are
     received from any Third-Party Pipeline System and moved along the C-[*****]
     Pipeline Route shall be subject to the then-current Joint Incentive Tariff.

          To the extent permitted by any applicable federal and state law, rule,
     and regulation, the tariff rates that are set forth in the Joint Incentive
     Tariff may only be adjusted in accordance with the annual index which is
     set forth in Title 18, Code of Federal Regulations, Section 342.3, as such
     regulation may be amended, supplemented, or otherwise modified from time to
     time. Shipper agrees not to challenge or protest any of the tariff rates
     set forth in the Joint Incentive Tariff, provided that such tariff rates
     are proposed to be adjusted only in accordance with the terms of this
     Agreement.

4.   Service and Storage Agreements.
     ------------------------------

     A.   [*****] intends to enter into a separate, contractual arrangement with
          SUNOCO following the execution of this Agreement (the "SERVICES
          AGREEMENT"). Under


                                      -7-


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      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


          the terms of the Services Agreement, based on the separate
          consideration recited therein, SUNOCO will operate and supply (or
          arrange to operate and supply) electrical power to the pumps at the
          [*****] Terminal in order to facilitate the movement of Feedstocks
          coming off of the SUNOCO Pipeline into and along the [*****] to
          [*****] Pipeline.

     B.   In addition, Shipper intends to enter into a separate, contractual
          arrangement with SUNOCO following the execution of this Agreement with
          respect to leasing one or more storage tanks within the Corsicana
          Terminal (the "CORSICANA STORAGE AGREEMENT"). Under the terms of the
          Corsicana Storage Agreement, SUNOCO will lease to Shipper up to
          [*****] barrels of shell storage capacity ("LEASED STORAGE CAPACITY")
          at the Corsicana Terminal for the storage of Feedstocks based on the
          mutually agreeable terms and conditions set forth in such agreement;
          provided, however, there shall be no lease, storage, throughput or
          in-tank exchange fee or like charge associated with the Leased Storage
          Capacity under the Corsicana Storage Agreement, the compensation for
          such being already included in the Joint Incentive Tariff that is
          being assessed under paragraph 3, above.

     C.   Furthermore, Shipper intends to enter into another separate,
          contractual arrangement with SUNOCO's affiliate following the
          execution of this Agreement with respect to the receipt and delivery
          of Feedstocks through the Nederland Terminal (the "MARINE DOCK &
          TERMINALING Agreement"). Under the terms of the Marine Dock &
          Terminaling Agreement, Shipper will deliver Feedstocks to the
          Nederland Terminal for subsequent deliveries into the N-[*****]
          Pipeline Route at a rate (see Attachment C, entitled "Terminal Rate
          Schedule") based on mutually agreeable terms and conditions set forth
          in such agreement.

     D.   Furthermore, Shipper intends to enter into another separate,
          contractual arrangement with SUNOCO's affiliate following the
          execution of this Agreement



                                      -8-


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      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


          with respect to leasing one or more storage tanks within the Nederland
          Terminal (the "TANK NO. [*****] STORAGE AGREEMENT"). Under the terms
          of the Tank No. [*****] Storage Agreement, SUNOCO's affiliate will
          lease to Shipper up to [*****] barrels of maximum fill storage
          capacity at the Nederland Terminal for the storage of one or more
          Feedstocks starting at an initial lease rate of $[*****] per maximum
          fill barrel and for a period of five (5) years, based on mutually
          agreeable terms and conditions set forth in such agreement.

     E.   With respect to the Agreements described in subparagraphs 4.B, 4.C and
          4.D, above, any additional services, such as receipts from other
          carriers, blending, or tank to tank transfers will be based on fees
          mutually agreed by both parties, all of which shall be set forth in
          such agreement, as may be amended from time to time.

5.   Contract Period. In recognition of the cost and expense being incurred by
     SUNOCO to (a) design, engineer, install, test, inspect, protect,
     commission, operate, and maintain the New Pipeline, (b) connect the
     Nederland Terminal to the WTG 26" Pipeline, (c) connect the WTG 26"
     Pipeline to the New Pipeline, and (d) connect the Corsicana Terminal to
     both the New Pipeline and the SUNOCO Pipeline, Shipper agrees to ship the
     Minimum Annual Throughput Obligation of Feedstocks, on a collective basis,
     along the N-[*****] Pipeline Route and the C-[*****] Pipeline Route, to the
     [*****] Terminal or the [*****] Terminal, under the Joint Incentive Tariff,
     as provided in this paragraph 5 and in paragraph 6 below. Subject to the
     remaining subparagraphs of this paragraph 5, Shipper's obligation to ship
     any Feedstocks along any portion of the N-[*****] Pipeline Route or the
     C-[*****] Pipeline Route pursuant to this Agreement shall cover a period of
     ten (10) years (the "CONTRACT PERIOD") from the Commencement Date. A
     "CONTRACT YEAR" as used in this Agreement shall mean a period of twelve
     (12) full months commencing on the Commencement Date or any anniversary
     thereof. Notwithstanding anything else to


                                      -9-



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     the contrary, this Agreement shall run simultaneously with the Corsicana
     Storage Agreement and the Marine Dock & Terminaling Agreement (collectively
     with this Agreement, the COTERMINOUS AGREEMENTS"), and should any of the
     Coterminous Agreements be terminated by either Shipper or SUNOCO in
     accordance with the provisions of such agreement, then all other
     Coterminous Agreements shall simultaneously terminate therewith, subject to
     any terminaling or transportation credits to be given and any payments to
     be made under each such agreement upon such early termination.

          If this Agreement is terminated by Shipper for any reason other than
     discontinuation of service as set out in subparagraph 6.G, below, prior to
     the end of the Contract Period, Shipper agrees to pay SUNOCO a lump sum
     equal to (i) the [*****] tariff rate set forth in the then current Joint
     Incentive Tariff, multiplied by (ii) the difference between (A) the sum of
     (1) the quantity actually shipped by or on behalf of Shipper, and (2) any
     quantity credited for shipment for Shipper's account as a Prepaid
     Transportation Credit (as that term is defined in subparagraph 6.D), during
     the term of this Agreement, and (B) the Aggregate Throughput Obligation.
     Shipper will make any such undisputed lump sum payment within 15 days after
     receipt of an invoice for same from SUNOCO upon the early termination of
     this Agreement by Shipper and, after having been given credit for all
     available Prepaid Transportation Credits under the formula set forth in the
     preceding sentence, Shipper shall forfeit all unused Prepaid Transportation
     Credits.

          Likewise, if this Agreement is terminated by SUNOCO for any reason
     other than (i) the failure of SUNOCO to acquire either the SUNOCO Pipeline
     or the Corsicana Terminal as more particularly set forth in paragraph 14
     hereof; or (ii) discontinuation of service as set out in subparagraph 6.G,
     below, prior to the end of the Contract Period, SUNOCO agrees to pay
     Shipper a lump sum equal to (i) the difference between (A) the



                                      -10-


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      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


     [*****] tariff rate set forth in the then current Joint Incentive Tariff
     and (B) Shipper's [*****] aggregate transportation cost, as determined by
     Shipper, for substantially similar service to transport no less than
     [*****] barrels of Feedstocks per day to the [*****] Terminal or the
     [*****] Terminal (the "ALTERNATIVE PENALTY") multiplied by (ii) the
     quantity difference between (A) the quantity actually shipped (including
     any quantity credited for shipment to Shipper's account as a Prepaid
     Transportation Credit) during the term of this Agreement, and (B) the
     Aggregate Throughput Obligation (subject to reduction thereof pursuant to
     subparagraph 6.G). The Alternative Penalty shall not exceed $[*****] per
     barrel. SUNOCO will make any such undisputed lump sum payment within 15
     days after receipt of an invoice for same from Shipper upon the early
     termination of this Agreement by SUNOCO.

          In addition, within 60 days after Shipper's receipt of SUNOCO's early
     notice of termination under this paragraph 5, SUNOCO shall pay (or cause to
     be paid) to Shipper in immediately available funds to an account to be
     designated in writing by Shipper the entire amount of any outstanding
     (i.e., from the preceding [*****] Contract Years) Prepaid Transportation
     Credits that Shipper has accumulated with SUNOCO or any of SUNOCO's
     affiliates, under the terms of this Agreement.

6.   Shipments by Shipper.
     --------------------

     A.   Throughput Obligation: Subject to the early termination provisions set
          forth in paragraph 5, above, and subparagraph 6.G, below, during each
          Contract Year, Shipper will ship, or cause to be shipped, in the
          aggregate, along (1) the N-[*****] Pipeline Route, from the Nederland
          Terminal to the [*****] Terminal or the [*****] Terminal, and (2) the
          C-[*****] Pipeline Route, through the Corsicana Terminal to the
          [*****] Terminal or the [*****] Terminal, each pursuant to the
          applicable tariff for such origin and destination points, at least




                                      -11-


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      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


          [*****] ([*****]) barrels of Feedstocks (the "MINIMUM ANNUAL
          THROUGHPUT OBLIGATION"), which equals a minimum throughput of [*****]
          ([*****]) barrels of Feedstock per calendar month (the "MINIMUM
          MONTHLY THROUGHPUT OBLIGATION"), and [*****] barrels of Feedstock of
          the entire term of this Agreement (the "AGGREGATE THROUGHPUT
          OBLIGATION").

               In the event that Shipper's shipments are prorated for any reason
          whatsoever through the N-[*****] Pipeline Route or any portion thereof
          affecting such movements, during any calendar month and, as a result,
          is unable to transport any portion of the quantity of Feedstocks that
          was nominated by Shipper (in accordance with subparagraph 6.B, below)
          to be shipped under this Agreement during such month, then Shipper
          shall still be given credit by Carrier against Shipper's Minimum
          Monthly Throughput Obligation for that same calendar month, on a
          barrel-for barrel basis, for the greater of either (1) the actual
          quantity of Feedstocks that Shipper was able to transport along such
          route (or any portion thereof) during the applicable time period, or
          (2) the lesser of (i) Shipper's Minimum Monthly Throughput Obligation,
          and (ii) Shipper's nominated volume of Feedstocks for such calendar
          month.

     B.   Pipeline Nominations; Scheduling; Waterborne Deliveries. After the
          Commencement Date and continuing throughout the entire term of this
          Agreement, on or before the 25th day of each calendar month, Shipper
          agrees (1) to separately nominate the volume of Feedstocks that
          Shipper wants to ship and have delivered by Carrier along (i) the
          N-[*****] Pipeline Route, and (ii) the C-[*****] Pipeline Route,
          during the following calendar month, and (2) to make a good faith
          effort to tender, or arrange to tender, the nominated volumes to
          Carrier at Carrier's Nederland Receipt Point or Carrier's Corsicana
          Receipt Point (as both



                                      -12-


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      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


          terms are defined in paragraph 8, below), as the case may be. In turn,
          Carrier will use its commercially reasonable efforts (taking into
          account applicable law) to provide Shipper with the necessary line
          space or capacity to move all volumes tendered by or on behalf of
          Shipper to (x) Carrier's Nederland Receipt Point along the N-[*****]
          Pipeline Route to the [*****] Terminal or the [*****] Terminal, and
          (y) Carrier's Corsicana Receipt Point along the C-[*****] Pipeline
          Route to the [*****] Terminal or the [*****] Terminal during each
          calendar month and each Contract Year, as the case may be.

               Any scheduling procedures for waterborne deliveries into the
          Nederland Terminal shall be set forth either in the Rules Tariff or in
          SUNOCO's affiliate's Nederland Terminal Port Manual.

     C.   Billing and Payment

          Billing. Carrier shall invoice Shipper on or before the tenth (10th)
          day of each month for amounts owing for the preceding month under the
          terms of this Agreement. Subject to the subitem, below, of this
          subparagraph 6.C. entitled "Disputed Payment," Shipper shall pay
          Carrier within twenty (20) days from invoice date, regardless of
          whether billed before, on, or after the tenth (10th) day of the month,
          the amount specified on the invoice. Such payment shall be by
          electronic transfer of federal funds to the bank and bank account set
          forth on each invoice. For any invoice submitted hereunder, Carrier
          shall provide any supporting documentation reasonably requested by
          Shipper.

          Monthly Payment. Beginning on the Commencement Date and continuing
          throughout the term hereof, Shipper shall pay Carrier each month the
          undisputed



                                      -13-


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      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


          sum of each of the following: (1) the product of (i) the applicable
          tariff rate in the then-current Joint Incentive Tariff (depending on
          the viscosity of the Feedstock(s) having been shipped) provided for
          under the terms of this Agreement, multiplied by (ii) the quantity of
          Feedstock (in barrels) measured at either the [*****] Meter or the
          [*****] Meter (as both such terms are defined in paragraph 9, below)
          for movements along the N-[*****] Pipeline Route during such month and
          allocated to Shipper from such quantity, and (2) the product of (i)
          the applicable tariff rate in the then-current Joint Incentive Tariff
          (depending on the viscosity of the Feedstock(s) having been shipped)
          provided for under the terms of this Agreement, multiplied by (ii) the
          quantity of Feedstock (in barrels) measured at either the [*****]
          Meter or the [*****] Meter for movements along the C-[*****] Pipeline
          Route during such month and allocated to Shipper.

          Loss Allowance. For the purposes of this Agreement, the term "LOSS
          ALLOWANCE" means [*****] percent ([*****]%) of the volumes of
          Feedstocks received either (a) into Carrier's Nederland Receipt Point
          and which are then shipped along the N-[*****] Pipeline Route, through
          the Corsicana Terminal, and on to either the [*****] Terminal or the
          [*****] Terminal, or (b) into Carrier's Corsicana Receipt Point from a
          Third Party Pipeline System or via truck and which are then shipped
          through the Corsicana Terminal, along the C-[*****] Pipeline Route,
          and on to either the [*****] Terminal or the [*****] Terminal, as the
          case may be, which shall be deducted and retained by Carrier to cover
          any loss(es) due to shrinkage and evaporation incident to
          transportation on Carrier's facilities. All volumes



                                      -14-


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      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


          delivered to Shipper from Carrier's facilities under the terms of this
          Agreement shall be net of such deduction. No loss allowance will be
          assessed under the Corsicana Storage Agreement. However, Shipper and
          SUNOCO hereby agree that for all volumes of Feedstocks delivered from
          Tank No. [*****] at the Nederland Terminal into crude storage tankage
          at the Nederland Terminal for the purpose of blending, there shall be
          an additional loss allowance of [*****]percent ([*****]%), which shall
          be reflected in the Marine Dock & Terminaling Agreement.

          Disputed Payment. Shipper may dispute, in good faith, the amount of
          any such invoice for a period of ninety (90) days after such invoice
          is received by Shipper. Shipper shall timely pay to Carrier all
          amounts which Shipper concedes are correct. Shipper and Carrier agree
          to begin discussions to settle any amount in dispute within thirty
          (30) days of notification by one party to the other of such dispute.
          If Shipper fails to pay any disputed amount within ten (10) days after
          the date on which the Parties have finally resolved or settled such
          amount or payment of such disputed amount has been finally adjudicated
          or otherwise resolved, whichever occurs first, Carrier, in addition to
          any other remedies it may have, may suspend service under this
          Agreement. No payment by Shipper of the amount of a disputed invoice
          shall prejudice the right of Shipper to claim an adjustment of the
          disputed invoice so long as such invoice is disputed in accordance
          with this paragraph.



                                      -15-


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      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


          Default. Should Shipper fail to pay part or all of the amount of any
          undisputed invoice or any disputed invoice which has been resolved,
          Carrier may charge interest at the rate equal to [*****]% of the prime
          rate of Citibank, N.A., New York, New York (or any successor thereof)
          on the unpaid portion of the bill computed from the date payment is
          due until the date payment is received. If such failure to pay
          continues for sixty (60) days after such payment is due, Carrier, in
          addition to any other remedy it may have hereunder or otherwise, may
          suspend further service for Shipper under this Agreement until such
          undisputed amount is paid.

     D.   Deficiency Volume/Payment. Within 60 days after the end of each
          Contract Year (including the last Contract Year of the Contract
          Period), Shipper and Carrier shall meet and make a good faith and
          diligent effort to separately reconcile and verify the aggregate
          volume of Feedstock that Shipper (i) nominated to be transported, and
          (ii) actually shipped, in either case, during the previous Contract
          Year under the terms of this Agreement. If, at the end of any such
          Contract Year (including the last Contract Year of the Contract
          Period), Shipper's shipments as provided in subparagraph 6.A hereof,
          since the start of such Contract Year, are insufficient due to any
          cause whatsoever other than that provided in the first subpart of
          subparagraph 6.G (i.e., cessation of operations), hereof, to meet the
          Minimum Annual Throughput Obligation (a "DEFICIENCY VOLUME"), then
          subject to the credits provided pursuant to the provisions of
          subparagraph 6.A, above, and also subject to subparagraph 6.E., below,
          Shipper shall be obligated within twenty (20) days after receipt of
          invoice from Carrier to promptly pay to the Carrier under the
          then-current Joint Incentive Tariff, the undisputed amount equal to
          the Deficiency Volume for the Contract Year in question, multiplied by
          the [*****]



                                      -16-


       THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL
      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


          tariff rate set forth in the then-current Joint Incentive Tariff
          provided for under the terms of this Agreement (the "DEFICIENCY
          PAYMENT"). Any such Deficiency Payment shall constitute prepayment for
          transportation (each a "PREPAID TRANSPORTATION CREDIT") by Shipper in
          the N-[*****] Pipeline Route or C-[*****] Pipeline Route applicable to
          the [*****] succeeding Contract Years.

     E.   Pre-Paid Transportation Credits. Shipper must first exceed the Minimum
          Annual Throughput Obligation for the applicable, succeeding Contract
          Year before any Prepaid Transportation Credits shall be applied
          against the transportation charges at the applicable tariff rate(s)
          set forth in the then-current Joint Incentive Tariff (depending on the
          viscosity of the Feedstock(s) having been shipped) for quantities in
          excess of the Minimum Annual Throughput Obligation.

          For example, Prepaid Transportation Credits from Contract Year No. 1
          can be used only during the [*****] subsequent Contract Years (i.e.,
          Contract Year Nos. [*****]), but only to the extent that the
          deliveries of Feedstocks to Carrier for movement by or on behalf of
          Shipper along the N-[*****] Pipeline Route and/or the C-[*****]
          Pipeline Route, in the aggregate, exceed the Minimum Annual Throughput
          Obligation for the particular, subsequent Contract Year in question.

          Upon expiration of this Agreement and subject to the force majeure
          provisions referred to in paragraph 10, below, Shipper shall have the
          [*****] full calendar months following expiration of this Agreement in
          which to use any Prepaid Transportation Credits that are available to
          Shipper from the [*****] preceding Contract Years, after which time
          any unused amount thereof shall be forfeited.



                                      -17-


       THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL
      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


     F.   Early Compliance with the Aggregate Throughput Obligation. If, at any
          time prior to the expiration or early termination of this Agreement,
          Shipper has transported in excess of the Aggregate Throughput
          Obligation, then Shipper's obligations to Carrier under this Agreement
          shall immediately cease and be deemed satisfied; PROVIDED, HOWEVER,
          Shipper may continue to transport any Feedstock pursuant to this
          Agreement. If Shipper continues to transport Feedstocks along the
          N-[*****] Pipeline Route, then Carrier agrees to maintain (subject to
          permitted escalations in the applicable tariff rates pursuant to
          paragraph 3 hereof) each of the tariff rates set forth in the then
          current Joint Incentive Tariff as provided for under paragraph 3 and
          subparagraph 6.D, above, throughout the term of this Agreement for any
          additional barrels of Feedstocks delivered by Shipper from Carrier's
          Nederland Receipt Point. If Shipper continues to transport Feedstocks
          along the C-[*****]Pipeline Route, then Carrier agrees to maintain
          (subject to permitted escalations in the applicable tariff rates
          pursuant to paragraph 3 hereof) each of the tariff rates set forth in
          the then-current Joint Incentive Tariff as provided under paragraph 3
          and subparagraph 6.D, above, throughout the term of this Agreement for
          any additional barrels of Feedstocks delivered by Shipper to Carrier's
          Corsicana Receipt Point.

     G.   Cessation of Operations.

               If (1) SUNOCO (or any of its successors or assigns) either
          permanently (i) discontinues operation of the Nederland Terminal or
          ceases to provide transportation service along any portion of the
          N-[*****] Pipeline Route between the Nederland Terminal and the
          [*****] Terminal or the [*****] Terminal, or (ii) disconnects any
          portion of the N-[*****] Pipeline Route from the Nederland Terminal,
          the Corsicana Terminal, or the SUNOCO Pipeline but not at the request
          of Shipper, and not as a direct result of Shipper's own affirmative
          act or actions, or


                                      -18-


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      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


          (2) WTG either ceases operation of the WTG 26" Pipeline or disconnects
          any portion of the WTG 26" Pipeline from the N-[*****] Pipeline Route
          and, as a result of any one of the multiple situations set forth in
          subparts 6.G.(1) and (2), above, Carrier is no longer able, in the
          aggregate, to deliver either the Minimum Monthly Throughput Obligation
          or the Shipper's nominated volume of Feedstocks in or for a given
          month, whichever is less, for at least six (6) consecutive months to
          both the [*****] Terminal and the [*****] Terminal by means of either
          the N-[*****] Pipeline Route or the C-[*****] Pipeline Route, then (x)
          any obligations of Shipper pursuant to this Agreement which have not
          accrued prior to discontinuation of such applicable operation(s) shall
          be extinguished and Shipper shall be forever released by Carrier from
          shipping any additional volumes of any Feedstock or other substance
          through any portion of the Nederland Terminal, the N-[*****] Pipeline
          Route, or the C-[*****] Pipeline Route, or otherwise making any
          payments for any such associated, unaccrued monetary obligation(s)
          that may have been due and owing under this Agreement, and (y) Carrier
          shall be released from any obligation to ship any additional
          Feedstocks thereafter pursuant to this Agreement.

               If, at any time after the completion of Contract Year No. 5 of
          this Agreement, either the [*****] or the [*****] closes or announces
          publicly its intent in writing to close for more than 180 consecutive
          days, then SUNOCO and Shipper shall promptly negotiate, in good faith,
          a reduction (including a total cessation) in the minimum quantities of
          Feedstocks to be delivered by Shipper pursuant to this Agreement,
          taking into account the quantities of Feedstocks delivered to either
          the [*****] (via the [*****] Terminal) or the [*****] (via the [*****]
          Terminal) over the twelve-month period immediately preceding the
          effective date of the closing of such [*****]; provided, however, that
          if such



                                      -19-


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      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


          closure does not take place, then the provisions of this particular
          subparagraph 6.G shall not apply.

     H.   New Law or Regulation:

          In the event that during the term of this Agreement, any existing
          codes and applicable law, codes, or regulations are amended or new
          laws, codes and regulations are enacted or promulgated which, in
          either case, (1) generally apply to, affect, or impact all domestic,
          common carrier crude oil pipelines which are located [*****] and which
          are of comparable size, age, throughput capacity, and operational
          capability as those pipelines which are part of the N-[*****] Pipeline
          Route, and (2) will require SUNOCO and/or WTG (either individually or
          the aggregate) to incur (i) a capital expense improvement to the
          N-[*****] Pipeline Route in excess of $[*****] prior to the end of the
          Contract Period, or (ii) an increase in the cost of operating the
          N-[*****] Pipeline Route in excess of $[*****] per Contract Year,
          SUNOCO shall, upon written notice to Shipper, have the right to
          initiate negotiations for an adjustment in any of the applicable
          tariff rates which are set forth in the Joint Incentive Tariff in
          order to compensate Sunoco for the required improvements.

               In connection with SUNOCO's request to initiate negotiations to
          adjust any of the tariff rates set forth in the Joint Incentive Tariff
          for the N-[*****] Pipeline Route, SUNOCO shall provide Shipper with a
          proper showing of the governmental requirement for such improvements
          and that such improvements are the most cost effective to conform to
          such governmental requirements.

               If the Parties hereto are unable to mutually agree on an
          adjustment in the applicable tariff rates set forth in the Joint
          Incentive Tariff before it becomes necessary for SUNOCO to take such
          action so as to be in compliance with the


                                      -20-


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      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


          new or amended law, code or regulation, this Agreement shall terminate
          without further liability hereunder at the option of SUNOCO, except
          for payments due and owing as of the date of such early termination.

7.   Sampling, Testing, and Metering. All rules, regulations, procedures,
     policies, guidelines, or recommendations which pertain to or govern the
     sampling, testing, measurement, or metering of any Feedstock to be
     received, transported, or delivered under the terms of this Agreement shall
     be set forth under the Rules Tariff or the Joint Incentive Tariff.

8.   Carrier's Receipt Points; Point of Custody, Transfer, Title, and Risk of
     Loss; Use of [*****] Terminal. Except as specifically noted in the
     following paragraph, the discharge flange on the vessel designated by
     Shipper where Feedstock enters the hose or receiving arm that is currently
     owned and operated by SUNOCO (or any of its affiliates) and located at or
     in close proximity to Nederland Terminal shall be the point of custody
     transfer of all Feedstocks tendered by or on behalf of Shipper to SUNOCO at
     the Nederland Terminal for movement along the N-[*****] Pipeline Route (the
     "CARRIER'S NEDERLAND RECEIPT POINT") under the terms of this Agreement. The
     inlet side of the meter that is currently owned and operated by SUNOCO (or
     any of its affiliates) and located at or in close proximity to Corsicana
     Terminal shall be the point of custody transfer of all Feedstock tendered
     by or on behalf of Shipper to SUNOCO at the Corsicana Terminal for movement
     along the C-[*****] Pipeline Route (the "CARRIER'S CORSICANA RECEIPT
     POINT") under the terms of this Agreement. Subject to the provisions set
     forth in the last sentence of this paragraph 8, below, receipts of
     Feedstocks at the Corsicana Terminal from Third Party Pipeline Systems or
     via truck shall be separately metered at the Carrier's Corsicana Receipt
     Point from those volumes of Feedstocks being moved through the Corsicana
     Terminal (including the Carrier's Corsicana Receipt Point) off of either
     the WTG 26" Pipeline or the New Pipeline. Shipper shall retain title to and



                                      -21-


       THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL
      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


     risk of loss for all Feedstock transported under the terms of this
     Agreement, excluding volumes of Feedstocks retained by Carrier as per the
     Loss Allowance as defined in subparagraph 6.C.

          From time to time, SUNOCO may be unable to offload and accept
     deliveries of one of more Feedstocks at the Nederland Terminal from vessels
     nominated by Shipper. Carrier acknowledges that Shipper has made
     arrangements to offload, deliver, and store one or more Feedstocks at
     [*****] Terminal (the "[*****] TERMINAL"). Carrier shall permit Shipper to
     deliver (or cause to be delivered) barrels of Feedstocks from the
     [*****]Terminal into the pipeline system which serves as the N-[*****]
     Pipeline Route, provided that Shipper (1) arranges (makes the necessary
     arrangement(s)) to move such Feedstock through and out of the [*****]
     Terminal to a mutually agreeable origin/connection point (the "[*****]
     TERMINAL CONNECTION") which is tied into such N-[*****] Pipeline Route, and
     (2) retains all liability for paying any and all transportation charges
     associated with transporting such Feedstocks through the [*****] Terminal
     to the [*****] Terminal Connection. Shipper shall retain title to and risk
     of loss of all Feedstocks shipped hereunder. Any batch or tender of
     Feedstock that is delivered into the [*****] Terminal and subsequently
     delivered by or on behalf of Shipper into the WTG 26" Pipeline at or near
     the Nederland Terminal for shipment under the terms of this Agreement shall
     be subject to the same Loss Allowance hereunder as though such batch or
     tender was originally delivered into Carrier's Nederland Receipt Point,
     regardless of any loss allowance that may be charged by Unocal.

9.   INDEMNITY PROVISIONS. AS BETWEEN THE PARTIES, SHIPPER SHALL BE LIABLE FOR,
     AND RELEASE, INDEMNIFY, AND HOLD HARMLESS, SUNOCO, SUNOCO'S SUBSIDIARIES
     AND AFFILIATES, AS WELL AS THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
     CONTRACTORS,



                                      -22-


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      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


     SUBCONTRACTORS, AND OTHER REPRESENTATIVES OF EACH SUCH ENTITY (THE "SUNOCO
     GROUP"), FROM AND AGAINST ANY LOSS OR CONTAMINATION OF ANY FEEDSTOCK, AS
     WELL AS FOR THIRD PARTY DAMAGES, CAUSED BY THE RELEASE, LEAK, SPILL, OR
     DISCHARGE, AND RELATED OFF-SITE MIGRATION, OF ANY FEEDSTOCK AT ALL POINTS
     (A) PRIOR TO SUCH PRODUCT OR SUBSTANCE BEING TRANSPORTED AND DELIVERED TO
     THE CARRIER'S NEDERLAND RECEIPT POINT OR CARRIER'S CORSICANA RECEIPT POINT,
     AND (B) AFTER THE FEEDSTOCK IS RETURNED TO SHIPPER OR SHIPPER'S DESIGNEE AT
     EITHER THE METER OWNED/OPERATED BY OR ON BEHALF OF [*****]THAT IS LOCATED
     AT THE [*****]TERMINAL (THE "[*****]METER") OR THE METER OWNED/OPERATED BY
     OR ON BEHALF OF [*****]THAT IS LOCATED AT THE [*****] TERMINAL (THE
     "[*****] METER"), AS THE CASE MAY BE.

          LIKEWISE, AS BETWEEN THE PARTIES, SUNOCO SHALL BE LIABLE FOR, AND
     RELEASE, INDEMNIFY, AND HOLD HARMLESS, SHIPPER, SHIPPER'S SUBSIDIARIES AND
     AFFILIATES, AS WELL AS THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
     CONTRACTORS, SUBCONTRACTORS, AND OTHER REPRESENTATIVES OF EACH SUCH ENTITY,
     FROM AND AGAINST ANY LOSS OR CONTAMINATION OF ANY RELEASE, LEAK, SPILL, OR
     DISCHARGE, AND RELATED OFF-SITE MIGRATION, OF ANY FEEDSTOCK, AS WELL AS FOR
     THIRD-PARTY DAMAGES, CAUSED BY ANY SUCH FEEDSTOCK AFTER SUCH PRODUCT OR
     SUBSTANCE IS TENDERED TO SUNOCO AT CARRIER'S NEDERLAND RECEIPT POINT OR
     CARRIER'S CORSICANA RECEIPT POINT UNTIL IT IS



                                      -23-


       THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL
      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


     DELIVERED TO SHIPPER OR SHIPPER'S DESIGNEE AT EITHER THE [*****]METER OR
     THE [*****]METER, AS THE CASE MAY BE.

10.  Force Majeure. If Carrier is unable to accept bona fide tenders of any
     Feedstock by Shipper due to the inability of Carrier to receive or
     transport any such product or substance as a result of fire, explosion,
     storm, flood, power loss or shortage, extreme heat or cold, war, rebellion,
     acts of terrorism or sabotage, insurrection, riot, strike, acts of third
     persons or natural causes, breakage of or accident to equipment or
     facilities, governmental regulations, court judgments or other causes
     reasonably beyond the control of Carrier, but which under any such
     circumstances or conditions are not caused by or the result of any
     negligent act or omission or willful misconduct of Carrier, its
     subsidiaries or affiliates, or the employees, agents, contractors, or
     subcontractors of any such entity, then this Agreement shall be extended
     for a period of time co-extensive with the time during which Carrier is
     unable to accept such tenders of any Feedstock or otherwise perform its
     duties and obligations under the terms of this Agreement, plus an
     additional three (3) months, provided, however, that the addition of the
     three (3) months described herein shall occur only once during the term of
     this Agreement. If a force majeure event causes an interruption in the
     service provided by Carrier hereunder, Carrier shall use all commercially
     reasonable efforts to remedy the service interruption within a reasonable
     time after the cessation of the force majeure event.

          If Shipper is unable to deliver bona fide tenders of any Feedstock to
     the Nederland Terminal or any portion of either the N-[*****] Pipeline
     Route or the C-[*****] Pipeline Route due to Shipper's inability to secure
     Feedstock supplies for tender into such facility or accept bona fide
     tenders of any Feedstock by Carrier into either the [*****] Terminal or the
     [*****] Terminal, or otherwise due to the shutdown of the marine dock/berth
     at Nederland, Texas which serves the Nederland Terminal, or the [*****] or
     the [*****], in



                                      -24-


       THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL
      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


     any such case, as a result of fire, explosion, storm, flood, power loss or
     shortage, extreme heat or cold, war, rebellion, acts of terrorism or
     sabotage, insurrection, riot, strike, acts of third persons or natural
     causes, breakage of or accident to equipment or facilities, governmental
     regulations, court judgments or other causes reasonably beyond the control
     of Shipper, but which are not caused by or the result of any negligent act
     or omission or willful misconduct of Shipper, its subsidiaries or
     affiliates, or the employees, agents, contractors, or subcontractors of any
     such entity, then this Agreement shall be extended for a period of time
     co-extensive with the time during which Shipper is unable to deliver such
     tenders of any Feedstock or otherwise perform under the terms of this
     Agreement. If a force majeure event causes an interruption in Shipper's
     deliveries provided to Carrier hereunder, Shipper shall use all
     commercially reasonable efforts to remedy the interruption of deliveries
     within a reasonable time after the cessation of the force majeure event.

          Any party whose performance under this Agreement is suspended or
     restricted by any force majeure event shall notify the other party, first
     immediately by either telephone or facsimile, then promptly thereafter in
     writing, providing reasonable details as to the extent and/or cause of the
     force majeure event (to the extent known) and its known or estimated
     duration.

11.  Commingling. Shipper understands that some of its Feedstocks may be
     commingled with products and commodities that are substantially similar to
     the Feedstocks and being shipped by other parties. SUNOCO shall exercise
     commercially reasonable efforts to minimize commingling of Feedstocks with
     other products and to minimize or eliminate contamination.



                                      -25-


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      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


12.  Inventory Requirements. Shipper shall provide its proportionate share of
     minimum inventory in the N-[*****] Pipeline Route (the "MINIMUM LINEFILL
     INVENTORY") for Feedstocks moving from the Nederland Terminal to the
     [*****] Terminal or the [*****] Terminal, based on the portion of the
     N-[*****] Pipeline Route that is used by Shipper in order to facilitate
     such movement. Shipper shall maintain a Minimum Linefill Inventory for each
     pipeline segment of the N-[*****] Pipeline Route that is equal to its
     percentage of total movements for each such pipeline segment, multiplied by
     the total pipeline fill required for each such pipeline segment of the
     N-[*****] Pipeline Route. Additionally, Shipper shall maintain a pro rata
     share of Feedstocks necessary for efficient operation including tank heels
     and minimum working tank stock. Upon termination of this Agreement, SUNOCO
     shall return to Shipper all of Shipper's proportionate share of pipeline
     fill inventory provided under the terms of this Agreement within 180 days
     after the effective date of such termination.

13.  Regulatory Approval. This Agreement, and the parties respective rights,
     duties, and obligations set forth herein, are predicated upon acceptance of
     the Rules Tariff and the Joint Incentive Tariff by the FERC in
     substantially the same form as those which are set forth in Attachments D-1
     and D-2 to this Agreement. Shipper will reasonably cooperate with Carrier
     and take such actions as may be deemed reasonably necessary in order to
     assist Carrier in obtaining such approval by FERC, including the agreement
     by Shipper to the tariffs referenced in this Agreement as required by 18
     CFR Section 342.2 (b).

14.  Conditions Precedent to Obligations. The rights, duties and obligations of
     Shipper and SUNOCO under the terms of this Agreement are expressly
     conditioned upon all of the following:



                                      -26-


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      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


     (a) SUNOCO's acquisition of the Corsicana Terminal on or before December
     31, 2005;

     (b) SUNOCO's acquisition of the SUNOCO Pipeline on or before December 31,
     2005;

     (c) the execution and delivery by each party of each of the Coterminous
     Agreements on or before June 15, 2005; provided, however, that both SUNOCO
     and Shipper shall make good faith efforts to fulfill the conditions
     precedent to their obligations as set forth above.

15.  Guaranty. Shipper agrees to provide a guaranty executed by its ultimate
     parent company (the "[*****] GUARANTY"), in a form and content that is
     acceptable to SUNOCO, to be effective for the duration of this Agreement.
     The [*****] Guaranty will guarantee all of Shipper's obligations under this
     Agreement. Failure to provide the [*****] Guaranty prior to or simultaneous
     with the execution and delivery of the Coterminous Agreements (as provided
     for under paragraph 14, above) shall constitute a material breach of the
     Agreement, entitling SUNOCO to cancel or suspend its delivery obligation
     and to offset any payments or deliveries due to the other party under this
     Agreement. Similarly, if and when, SUNOCO is maintaining, holding, or
     otherwise retaining any Prepaid Transportation Credits for [*****] under
     the terms of the Agreement SUNOCO shall provide a guaranty executed by
     Sunoco Logistics Partners L.P. (the "SUNOCO GUARANTY"), in form and content
     that is acceptable to Shipper and in amount which is no less than the value
     of the Prepaid Transportation Credit being so maintained, held, or retained
     to be effective for as long as SUNOCO or any of its subsidiaries, partners
     (whether general or limited), or affiliates maintains, holds, or retains
     any Prepaid Transportation Credits for or on behalf of [*****] or any of
     its subsidiaries, partners (whether general or limited) or affiliates.



                                      -27-


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      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


16.  Volume Records. Carrier shall maintain, update, and promptly deliver to
     Shipper, and as soon as such information is final and available for
     distribution, as of the end of each calendar month during the term of this
     Agreement, records of current throughput activity by Shipper from the
     Nederland Terminal along any portion of the N-[*****] Pipeline Route or the
     C-[*****] Pipeline Route during the preceding calendar month. Carrier shall
     maintain all such records for a period of three (3) years after the
     expiration of each Contract Year under this Agreement.

17.  Additional Terms and Conditions; No Third-Party Rights. Except as
     specifically noted in paragraph 1, in the event of any conflict between the
     terms and conditions set forth in this Agreement and those set forth in the
     Rules Tariff or the Joint Incentive Tariff, as the case may be, the terms
     and conditions of the applicable published tariff shall prevail. Any
     additional applicable rules or regulations which are set forth in the Rules
     Tariff or the Joint Incentive Tariff and not otherwise addressed or set
     forth in this Agreement including, without limitation, those involving
     pro-ration, shall also apply to the parties. Carrier shall promptly notify
     Shipper if Carrier is required to prorate any of the available line space
     or capacity through the Nederland Terminal or along any portion of the
     N-[*****] Pipeline Route or the C-[*****] Pipeline Route for any reason
     whatsoever. Nothing expressed or referred to in this Agreement will be
     construed to give any person or entity other than the parties to this
     Agreement any legal or equitable right, remedy, or claim under or with
     respect to this Agreement or any provision of this Agreement.

18.  Audit Rights. Shipper shall have the right during regular business hours
     and upon reasonable notice to review for compliance with this Agreement (a)
     Shipper's movement of its Feedstocks from the Nederland Terminal along any
     portion of the N-[*****] Pipeline Route or the C-[*****] Pipeline Route,
     (b) the relevant portions of all books,



                                      -28-


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      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


     records, and information kept by or on behalf of Carrier that reasonably
     relate to Shipper's rights and obligations under this Agreement (including,
     with respect to periods during which Shipper suffers or claims to have
     suffered from delays in the delivery of its Feedstocks as a result of the
     use by Carrier (or any of its affiliates) of any portion of either the
     N-[*****] Pipeline Route or the C-[*****] Pipeline Route in violation or
     alleged violation of this Agreement for the movement of any product or
     commodity for any shipper or customer other than Shipper, all such books,
     records, and information relating to (i) the total number of barrels moved
     through Nederland Terminal and along any portion of the N-[*****] Pipeline
     Route and the C-[*****] Pipeline Route on a monthly basis, (ii) the total
     number of barrels delivered to the [*****] Terminal along the N-[*****]
     Pipeline Route and the C-[*****] Pipeline Route on a monthly basis, (iii)
     the total number of barrels delivered to the [*****] Terminal along the
     N-[*****] Pipeline Route and the C-[*****] Pipeline Route, and (iv) each
     pipeline nomination requested by and granted to Shipper by SUNOCO along
     either the N-[*****] Pipeline Route and the C-[*****] Pipeline Route during
     the same monthly period), and (c) any other fees and/or costs charged by
     SUNOCO pursuant to this Agreement including, but not limited to, matters
     that require the direct reimbursement by Shipper, and to conduct audits
     relating thereto (each, an "AUDIT"), which Audits may be conducted by
     Shipper's own internal audit group; provided, however, that no more than
     one Audit may be performed in any six (6) month period, and the scope of
     any Audit must be limited to fees, costs, and charges invoiced by SUNOCO to
     Shipper (or its designee) within the three (3) year period prior to the
     notice by Shipper of its intent to conduct any Audit. The costs associated
     with any such Audit shall be borne by Shipper; provided, however, if any
     Audit reveals and verifies that Shipper has been overcharged by either (i)
     more than [*****] percent ([*****]%) of the total amount invoiced for the
     period in question, or (ii) [*****] Dollars ($[*****]), whichever is
     greater, then for any such excess charge, SUNOCO shall



                                      -29-


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      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


     promptly pay or reimburse Shipper for all such costs and expenses
     associated with conducting the Audit, in addition to promptly reimbursing
     or crediting Shipper the amount of such excess charges. In no event shall
     Shipper or its auditors have access to the name or identity of the other
     customers using the Nederland Terminal or any portion of either the
     N-[*****] Pipeline Route or the C-[*****] Pipeline Route, the volumes of
     any product or commodity being stored in, moved through, or otherwise
     handled at the Nederland Terminal or any portion of either the N-[*****]
     Pipeline Route and the C-[*****] Pipeline Route for any particular customer
     (other than Shipper), the ultimate destination for any product or commodity
     being transported by those other shippers or customers, or any other
     information concerning such other shippers and customers, the disclosure of
     which is restricted pursuant to any applicable law, rule, or regulation or
     any agreement entered into by SUNOCO.

19.  Assignment and Succession; Binding Obligation. Neither this Agreement, nor
     any right, duty, obligation, or interest therein, shall be assigned by
     either party without the prior written consent of the other, which such
     consent will not be unreasonably withheld, delayed, or conditioned;
     provided, however, this Agreement may be freely assigned by either SUNOCO
     or Shipper to one of their respective affiliates or subsidiaries without
     the prior written consent of the other party so long as in the event of
     such assignment, the [*****] guaranty and the SUNOCO Guaranty (as
     applicable) are renewed in the name of the assignee. However, any such
     assignment shall not relieve either party of or from any of its obligations
     or liabilities that accrued or were otherwise incurred under this Agreement
     prior to the effective date of such assignment. The terms, conditions, and
     provisions set forth in this Agreement shall apply to, be binding upon in
     all respects upon, and inure to the benefit of the successors and permitted
     assigns of the parties.


                                      -30-


       THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL
      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


20.  Notices. Any notice, demand, or other communication that is required or
     permitted to be given hereunder shall be made in writing and shall be
     properly given when (a) received by hand to the intended recipient, (b)
     sent by facsimile transmission, or (c) served by certified, registered or
     express mail or by reputable, overnight courier service upon the party for
     whom it is intended at the address set forth below or other such address as
     may be specified from time to time in writing by one party to the other:

         CARRIER:       Sunoco Pipeline L.P.
                        Attention: Vice-President Business Development
                        1801 Market Street
                        Philadelphia, PA 19103
                        Fax No.: 215-246-8287

         SHIPPER:       [*****]
                        [*****]
                        [*****]
                        [*****]
                        Attn:  Vice President, [*****]
                        Fax No.:  [*****]

21.  Governing Law. This Agreement is subject to all applicable laws, rules, and
     regulations of any federal, state or local judicial, regulatory,
     administrative, or governmental body or agency having proper jurisdiction
     over the subject matter thereof. This Agreement shall be deemed to be made
     under, and shall be governed and construed in accordance with the laws of
     State of [*****], excluding any choice of law that may direct the
     application of the laws of another jurisdiction. Unless otherwise agreed by
     SUNOCO and Shipper, the



                                      -31-


       THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL
      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


     federal or state courts sitting in [*****] shall be the exclusive venue or
     situs for the resolution of any legal dispute arising under this Agreement
     which cannot first be resolved by mediation within 30 days after such
     matter is referred to mediation by either party.

22.  Strict Performance; Waiver. The rights of either party to require strict
     performance by the other party of any and/or all obligations imposed on
     such party by this Agreement shall not in any way be affected by previous
     waiver, forbearance or course of dealing.

23.  Entire Agreement. This Agreement (including all attachments thereto)
     contains the entire agreement between SUNOCO and Shipper concerning the
     subject matter hereof and supersedes any prior expression of interest or
     understanding, oral or written, with respect to the subject matter herein.
     This Agreement may not be amended except by written execution by duly
     authorized representatives of both parties hereto, which writing states
     specifically that it is an amendment to this Agreement.

24.  Counterparts. This Agreement may be executed in two or more counterparts,
     each of which shall be fully effective as an original and which together
     shall constitute one agreement.

25.  Arbitration. Any controversy or claim ("DISPUTE") arising out of or related
     to this Agreement shall be settled by consultation between the parties and
     initiated by written notice of a dispute by one party (the "CLAIMANT") to
     the other (the "RESPONDENT"). In the event that the Dispute is not settled
     within thirty (30) days following such written notice, the Dispute shall be
     resolved through the use of binding arbitration using three arbitrators, in
     accordance with the then current Commercial Arbitration Rules of the
     American



                                      -32-


       THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL
      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


     Arbitration Association, as supplemented to the extent necessary to
     determine any procedural appeal questions by the Federal Arbitration Act
     (Title 9 of the United States Code). If there is any inconsistency between
     this Section and the Commercial Arbitration Rules or the Federal
     Arbitration Act, the terms of this Section will control the rights and
     obligations of the parties. The Claimant shall serve written notice on the
     other party identifying the arbitrator Claimant has appointed. The
     Respondent shall respond to Claimant within 30 days after receipt of
     Claimant's notice, identifying the arbitrator Respondent has appointed. If
     the Respondent fails for any reason to name an arbitrator within the 30-day
     period, Claimant shall petition to the American Arbitration Association for
     appointment of an arbitrator for Respondent's account. The two arbitrators
     so chosen shall select a third arbitrator within 30 days after the second
     arbitrator has been appointed. The Claimant will pay the compensation and
     expenses of the arbitrator named by or for it, and the Respondent will pay
     the compensation and expenses of the arbitrator named by or for it. The
     costs of petitioning for the appointment of an arbitrator, if any, shall be
     paid by Respondent. The Claimant and Respondent will each pay one-half of
     the compensation and expenses of the third arbitrator. All arbitrators must
     (a) be neutral Parties who have never been officers, directors or employees
     of the parties or any of their affiliates and (b) have not less than seven
     years experience in the energy industry. The hearing will be conducted in
     [*****] and commence within 30 days after the selection of the third
     arbitrator. Within five days after the selection of the third arbitrator,
     the parties shall exchange in writing their respective determinations of
     the Dispute, which determinations either Party may amend no later than ten
     days after receipt of the other Party's determination by giving written
     notice the other Party specifying the revised determination. At the
     conclusion of the hearing, the arbitrators shall choose either the
     determination of Claimant or the determination of Respondent as to the
     Dispute and shall have no power or authority whatsoever to reach any other
     result. In making their choice,




                                      -33-


       THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL
      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


     the arbitrator shall choose the determination that in their judgment is the
     closest to being in conformity with the provisions of this Agreement. The
     parties and the arbitrators shall proceed diligently and in good faith in
     order that the decision may be implemented as promptly as possible. Except
     as provided in the Federal Arbitration Act, the decision of the arbitrators
     will be binding on and non-appealable by the Parties. The arbitrators shall
     have no right to grant or award indirect, consequential, punitive or
     exemplary damages of any kind.

         [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]



                                      -34-


       THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL
      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


          This Agreement has been executed by the parties as of the date and
     year first above written.

                                SUNOCO PIPELINE L.P.

                                By: Sunoco Logistics Partners Operations GP LLC,
                                    its general partner

                                By: ______________________________

                                Printed Name:_____________________

                                Title: ___________________________


                                [*****]

                                By: ____________________________
                                       [*****],
                                       [*****]

      THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL
     TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION




                                  ATTACHMENT A




                                    [*****]


      THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL
     TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


                                  ATTACHMENT B

                             PIPELINE RATE SCHEDULE



      FROM                                                          TO
      Nederland Terminal                                            [*****]
      Corsicana Terminal                                            [*****]
      Third Party Pipeline System

      Viscosity                                                     Rate
      SUS @ 60 (Degree) F                                           $/Barrel

      [*****]                                                       [*****]

      [*****]                                                       [*****]

      [*****]                                                       [*****]

      [*****]                                                       [*****]

      [*****]                                                       [*****]

      [*****]                                                       [*****]

      [*****]                                                       [*****]

      [*****]                                                       [*****]

The above rates are Volume Incentive Rates which will apply to shipments of any
shipper agreeing in writing to deliver a minimum of [*****] barrels in aggregate
to [*****] from Nederland Terminal, Corsicana Terminal, or [*****] during the
Contract Period. Contract Period is defined as ten (10) years beginning with the
effective date specified in the written agreement and ending the last day of the
ten (10) year period.

Crude Petroleum with viscosities above [*****] will be accepted for delivery
only if there will not be unreasonable degradation of other crude types taking
into account the operation of Carrier's pipeline system and if adequate capacity
exist.

       THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL
      TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION



                                  ATTACHMENT C

                             TERMINAL RATE SCHEDULE




                                                       TERMINALING
                                                    Nederland Terminal

          Viscosity                                       Rate
          SUS @ 60 (Degree) F                             $/Barrel

          [*****]                                         [*****]

          [*****]                                         [*****]

          [*****]                                         [*****]

          [*****]                                         [*****]

          [*****]                                         [*****]

          [*****]                                         [*****]

          [*****]                                         [*****]

          [*****]                                         [*****]

               ATTACHMENT D-1                    F.E.R.C. NO. 3

                                                       CANCELS F.E.R.C. NO. 764*
                                                 (*SUN PIPE LINE COMPANY SERIES)

                              SUNOCO PIPELINE L.P.
                               In Connection With
                       Participating Carriers Shown Herein

                          Local & Joint Pipeline Tariff

                                   CONTAINING

                              RULES AND REGULATIONS

                    GOVERNING THE TRANSPORTATION AND HANDLING

                                       OF

                                 CRUDE PETROLEUM

All charges, rules and regulations have been brought forward unchanged from Sun
Pipe Line Company's F.E.R.C. No. 764 in accordance with Sunoco Pipeline L.P.'s
Adoption Notice F.E.R.C. No. 1, effective February 8, 2002.

Filed in compliance with 18 CFR 341.6 (c).

Issued on 18 days' notice under authority of 18 CFR 341.14. This tariff
publication is conditionally accepted subject to refund pending a 30 day review
period.

The provisions published herein will, if effective, not result in an effect on
the quality of the human environment.
================================================================================

ISSUED: APRIL 12, 2002                                    EFFECTIVE: MAY 1, 2002

================================================================================



                                                    
                Issued by:                                     Compiled by:
        Deborah M. Fretz, President                  Richard G. Taylor, Tariff Manager
         Sunoco Logistics Partners                       Sunoco Logistics Partners
   Operations GP LLC, the General Partner of     Operations GP LLC, the General Partner of
               Sunoco Pipeline L.P.                        Sunoco Pipeline L.P.
              Ten Penn Center                                 Ten Penn Center
            1801 Market Street                              1801 Market Street
        Philadelphia, PA 19103-1699                     Philadelphia, PA 19103-1699
                                                              (215) 246-8393





               SUNOCO PIPELINE L.P.                        F.E.R.C. NO. 3
                                                       Cancels F.E.R.C. No. 764*
                                                 (*Sun Pipe Line Company Series)



                                TABLE OF CONTENTS



- -----------------------------------------------------------------------------------------------------
                                                                                     ITEM        PAGE
                                          SUBJECT                                     NO.         NO.
- -----------------------------------------------------------------------------------------------------
                                                                                           
Acceptance Free from Liens and Charges                                                35           5
Application of Rates and Charges                                                      55           7
Application of Rates From and To Intermediate Points                                 100           9
Claims and Times for Filing                                                           90           9
Commodity                                                                            120          10
Connection Requirements                                                              115          10
Corrosion  Inhibitors                                                                110           9
Definitions                                                                           5            3
Duty of Carrier                                                                       95           9
Establishment of Grades                                                               10           3
Exemption of Liability                                                                80           8
Facilities Required at Origin and Destination                                         45           6
Intra-system Transfers                                                               105           9
Measurement, Testing, Volume Corrections and Deductions                               40           5
Mixing of Products in Transit                                                         30           5
Mixtures                                                                              20           4
Notice of Arrival, Delivery at Destination                                            60           7
Origin Facilities Required for Automatic Custody Transfer                             50           7
Payment of Transportation and other Charges; Finance Charges, Lien; Set-Off           70           7
Pipeage Contracts Required                                                            85           9
Proration of Pipeline Capacity                                                        65           7
Specification Required as to Quality                                                  25           4
Tenders                                                                               15           4
Warranties                                                                            75           8
- -----------------------------------------------------------------------------------------------------



EXPLANATION OF REFERENCE MARK:
[U]  UNCHANGED




                              PARTICIPATING CARRIER
                         Marathon Ashland Pipe Line, LLC





                                     Page 2


               SUNOCO PIPELINE L.P.                        F.E.R.C. NO. 3
                                                       Cancels F.E.R.C. No. 764*
                                                 (*Sun Pipe Line Company Series)


GENERAL  APPLICATION

     Carrier will receive, transport, and deliver Petroleum through its
facilities only as provided in this rules and regulations tariff, except that
specific rules and regulations published in individual tariffs will take
precedence over rules and regulations published herein.

     5. DEFINITIONS

     "Barrel" as herein used will consist of forty-two (42) U.S. gallons at
sixty degrees Fahrenheit (60F).

     "Carrier" as herein used means and refers to Sunoco Pipeline L.P. and other
common carrier pipelines participating herein.

     "FERC" as used herein means the Federal Energy Regulatory Commission or its
successor agencies.

     "Indirect Products" as herein used means indirect liquid products of oil
and gas wells, including gasoline and liquified petroleum.

     "Nomination" as herein used means a written designation by a Shipper to
Carrier of an approximate quantity of Petroleum for transportation from a
specified origin point or points of Carrier to a specified destination point or
points of Carrier over a period of one Operating Month in accordance with these
Rules and Regulations.

     "Operating Month" for Shipper or Transferor as herein used means any month
in which Carrier either transports Petroleum or recognizes and records a change
in the ownership of Petroleum for the account of such party. For purpose hereof,
the month shall be deemed to begin on the first day of such month at 0700 hours
until the first day of the succeeding month at 0659 hours [Central Standard or
Central Daylight Savings Time, whichever is in effect on the date specified].

     "Petroleum" as herein used refers to crude petroleum which means the grade
or grades of the direct virgin liquid products of oil wells or a mixture of the
direct virgin liquid products of oil wells with the Indirect Products, as
provided in Item No. 20.

     "Shipment Transfer" as herein used means the physical transfer of a stated
quantity of Petroleum in custody of Carrier from a Shipper to another shipper.

     "Shipper" as herein used means the consignor of a Tender.

     "Tender" or "Tendering" as herein used means an offer of delivery by a
Shipper to Carrier of a stated quantity of Petroleum for transportation from a
specified origin point or points of Carrier to a specified destination point or
points of Carrier in accordance with these Rules and Regulations.

     "Title Transfer" as herein used means transfer of ownership reported in the
records of Carrier of a stated quantity of Petroleum in the custody of Carrier
from one entity to another.

     10. ESTABLISHMENT OF GRADES

     Carrier will from time to time give notice to Shippers specifying the
grades of Petroleum which it will regularly be transporting by Petroleum grades
between particular origin points and destination points of Carrier.

     Carrier may from time to time, after giving reasonable notice to persons
who may be affected, cease to transport particular grades of Petroleum.




                                     Page 3


               SUNOCO PIPELINE L.P.                        F.E.R.C. NO. 3
                                                       Cancels F.E.R.C. No. 764*
                                                 (*Sun Pipe Line Company Series)


     15. TENDERS

     All Shippers tendering Petroleum to Carrier will promptly provide Carrier
with all Nomination information required by Carrier to schedule the shipment of
Petroleum which Shipper desires to be made to satisfy Carrier that Tenders are
in good faith and can be transported in conformance with Carrier's tariffs.
Carrier may refuse to accept Petroleum for transportation until Shipper has
provided Carrier with such information.

     Carrier can require Tenders for the same kind and quality of Petroleum in
minimum of ten thousand (10,000 bbl.) shipments consigned to the same
destination point. Tenders shall become operative in the order in which they are
received and accepted by Carrier. Carrier at its option and for its convenience
may transport such Petroleum by intermittent pumpings.

     Carrier will not be obligated to accept a Tender for any Operating Month
unless the Shipper submits its Nomination, in writing, specifying the kind and
quantity of Petroleum, to the Carrier on or before the fifteenth (15th) day of
the preceding calendar month.

     20. MIXTURES

     The Indirect Products will be accepted and transported as a mixture with
the direct virgin liquid products, providing the vapor pressure of the resulting
mixture does not exceed that permitted in Item No. 25.

     The Indirect Products portion of the mixture will be accepted for
transportation at reception points other than the one at which the direct virgin
liquid products portion of the same mixture is received, provided that the
Shipper, consignee, and destination are the same, and that operating conditions
and the Carrier's facilities permit the Indirect Products portion to be mixed
with the direct virgin liquid products of the same Shipper or consignee. The
rate to be assessed on each portion of the mixture shall be the rate applicable
from the reception point at which each is received.

     The direct virgin liquid products and Indirect Products will be measured
and tested separately for determining volumes received. Each such measurement
will be made in accordance with Item No. 40.

     Mixtures will be transported and delivered as Petroleum only. Nothing in
this rule is to be construed to waive provisions of Item No. 30 of this tariff
or to require the Carrier to receive, transport, and deliver unmixed Indirect
Products. However, unmixed Indirect Products may be transported for subsequent
mixing with direct virgin liquid products in accordance with this rule where
facilities exist and operations permit transporting such Indirect Products.

     25. SPECIFICATION REQUIRED AS TO QUALITY

     Carrier reserves the right to reject all Tenders when, in Carrier's sole
determination:

     (1) the vapor pressure of the Petroleum or any mixture thereof with
     Indirect Products exceeds twelve pounds (12) lbs.) absolute at one hundred
     degrees Fahrenheit (100(Degree)F);

     (2) the true vapor pressure of the Petroleum or any mixture thereof with
     Indirect Products might result in Carrier's non-compliance with federal,
     state, or local requirements regarding hydrocarbon emissions;

     (3) the gravity of the Petroleum or any mixture thereof with Indirect
     Products is less than twenty (20(Degree)) degrees API [American Petroleum
     Institute] or greater than one hundred twenty (120(Degree)) API;





                                     Page 4


               SUNOCO PIPELINE L.P.                        F.E.R.C. NO. 3
                                                       Cancels F.E.R.C. No. 764*
                                                 (*Sun Pipe Line Company Series)


     (4) the Petroleum contains impurities exceeding one percent (1%) including
     not more than three-tenths percent (0.3% water;

     (5) the settled sediment and water (S&W) bottoms in tanks where the surface
     of Petroleum accepted from the tank is no lower than four inches (4") below
     the bottom of the pipeline connection with tank from which it enters
     Carrier's facilities;

     (6) the incrustation thickness of the internal surface of a tank where
     Petroleum accepted from a tank is above a maximum as determined by Carrier;
     or

     (7) the Petroleum has been contaminated by the presence of any excessive
     metals or chemicals including but not limited to chlorinated and/or
     oxygenated hydrocarbon and salt as determined by Carrier. No Petroleum will
     be accepted unless its gravity, viscosity, and other characteristics are
     such that it will be readily susceptible to transportation through
     Carrier's existing facilities, and it will not materially and adversely
     affect the quality of Petroleum from other Shippers or cause disadvantage
     to other Shippers and/or Carrier.

     30. MIXING OF PRODUCTS IN TRANSIT

     Direct virgin liquid products and Indirect Products will be accepted for
transportation only on the condition that the mixture shall be subject to such
changes in gravity or quality while in transit as may result from the mixture of
said direct virgin liquid products and Indirect Products with other direct
virgin liquid products or Indirect Products and/or with other Petroleum in the
pipelines or tanks of Carrier, or the connecting company or companies.

     Carrier has no obligation to deliver the identical Petroleum received from
Shipper but may make delivery from common stock or from Carrier's pipeline
stream of substantially like Petroleum.

     35. ACCEPTANCE FREE FROM LIENS AND CHARGES

     Carrier may decline to accept for transportation Petroleum which is
involved in litigation or which is not free from liens or charges.

     40. MEASUREMENT, TESTING, VOLUME CORRECTIONS AND DEDUCTIONS

     All Petroleum tendered to the Carrier for transportation will be measured
and tested in tanks by a representative of Carrier or by automatic equipment
approved by Carrier. All measurements will be made in Barrels. Carrier only
routinely will test for gravity and sediment and water as described herein. When
tanks are gauged, all Petroleum will be measured, sampled or tested prior to
receipt or delivery. When automatic metering and sampling equipment is used, all
Petroleum will be measured and sampled during receipt or delivery and the
quantity determined and tested after such receipt or delivery. Shipper or its
consignee may be present to witness any or all parts of the measuring and
testing process.

     Where measurement is made in tanks, quantities will be determined from
correctly compiled tank tables where the tanks are strapped and tables computed
in accordance with Chapter 2. Tank Calibration. American Petroleum Institute
Manual of Petroleum Measurement Standards, latest edition, indicating
one-hundred percent (100%) of the full capacity of the tanks. Where measurement
is made by temperature compensated meters, quantities indicated will be





                                     Page 5


               SUNOCO PIPELINE L.P.                        F.E.R.C. NO. 3
                                                       Cancels F.E.R.C. No. 764*
                                                 (*Sun Pipe Line Company Series)


further corrected for meter factor and for pressure in accordance with the
American Petroleum Institute Manual of Petroleum Liquid Hydrocarbons by Pipeline
Displacement Meters. After meter factor is applied for non-temperature
compensated meters, the correction for temperature will be made as described
herein.

     Where Carrier uses a tank or meter of the Shipper or its consignee, Carrier
reserves the right to request restrapping or check-strapping of the tank and
proving or check proving of the meter.

     Except for arithmetic errors, all measurement and testing by a
representative of Carrier will be conclusive evidence of the quantity as
adjusted herewith if a representative of Shipper or its consignee was not
present during such measuring and testing.

     Adjustments from the observed gravity and volume will be made on Petroleum
received or delivered for temperature on the basis of sixty degrees Fahrenheit
(60(Degree)F) in accordance with Chapter 11.1, Volume I, 5a, Generalized Crude
Oils, Correction of Observed Gravity to API Gravity at 60 degrees Fahrenheit,
American Petroleum Institute Manual of Petroleum Measurement Standards, latest
edition and Table 6a, Generalized Crude Oils, Correction of Volume to 60 degrees
Fahrenheit against API Gravity at 60 degrees Fahrenheit, American Society of
Testing Materials D1250. Observed gravity correction will be made to the nearest
one-tenth degree (0.1(Degree)) API, and observed gravity temperature to be made
to the nearest one degree Fahrenheit (1.0(Degree)F). Volume adjustments will be
made for the observed volume temperature at least to the nearest one degree
Fahrenheit (1.0(Degree)F), and corrected gravity will be made at least to the
nearest five-tenths (0.5(Degree)) of one degree API, to the basis of sixty
degrees Fahrenheit (60(Degree)F).

     Deductions will be made for the actual amount of sediment and water (S&W)
as determined by the Field Centrifuge Method "B" or "C" in accordance with
Chapter 10.4, Standard Methods of Test for Water and Sediment in Crude Oils,
American Petroleum Institute Manual of Petroleum Measurement Standards, latest
edition. Observed API gravity and temperature will be determined by the Open
Hydrometer Test Method in accordance with Chapter 9.1, Hydrometer Test Method
for Density, Relative Density (Specific Gravity), American Petroleum Institute
Manual of Petroleum Measurement Standards, latest edition or API Gravity of
Crude Petroleum and Liquid Petroleum Products, American Society of Testing
Materials D 1298-80. The sediment and water and gravity tests will be performed
by the Carrier.

     If two or more Carriers are involved with tendered volumes, tests are to be
performed by the particular carrier as agreed between carriers.

     The net balance at sixty degree Fahrenheit (60(Degree)F.) less the sediment
and water (S&W) volume percentage will be the quantity received or delivered by
Carrier.

     An assessment of l/20 of 1%) one twentieth of one percent, on net
quantities so determined for acceptance by Carrier, will be charged to cover
transportation allowance.

     45. FACILITIES REQUIRED AT ORIGIN AND DESTINATION

         Petroleum will be received for transportation only when Shipper has
provided facilities satisfactory to originating and delivering carriers for
delivering Petroleum to the pipeline at terminal of receipt and for receiving
said Petroleum as it arrives at destination.

     In the event Shipper fails to provide adequate facilities for receipt at
destination or has





                                     Page 6


               SUNOCO PIPELINE L.P.                        F.E.R.C. NO. 3
                                                       Cancels F.E.R.C. No. 764*
                                                 (*Sun Pipe Line Company Series)


not ascertained from Carrier that it has facilities available for receipt at
destination, or in the event the Shipper or its consignee refuses to accept the
Petroleum at the destination point, Carrier shall have the right to divert or
reconsign, subject to the rates, rules and regulations applicable from point of
origin to actual final destination, or make whatever arrangements for
disposition as are deemed appropriate to deliver the Petroleum from Carrier's
facilities, including the right of public or private sale in a commercially
reasonable manner. The Carrier may be a purchaser at such sale. Out of the
proceeds of said sale, the Carrier shall pay itself all transportation and all
other applicable lawful charges and necessary expenses of the sale and the
expense of caring for and maintaining the Petroleum until disposed of and the
balance shall be held for whosoever may be lawfully entitled thereto.

     50. ORIGIN FACILITIES REQUIRED FOR AUTOMATIC CUSTODY TRANSFER

     When Shipper or its consignee elects to deliver Petroleum to Carrier at
point of origin through automatic custody transfer facilities (in lieu of
tankage), Shipper or its consignee will furnish the required automatic measuring
and sampling facilities. The design, construction, and calibration of such
facilities must be approved by Carrier and any appropriate regulatory body.

     In the event automatic custody transfer is made by a metering facility,
Shipper or its consignee will also furnish whatever pumping service is required
to ensure that the Petroleum being delivered through the meter is at a pressure
in excess of the true vapor pressure of the liquid.

     55. APPLICATION OF RATES AND CHARGES

     Petroleum accepted for transportation shall be subject to the rates and
charges in effect on the date of receipt of such Petroleum by Carrier.
Transportation and all other lawful charges will be collected on the basis of
net quantities of Petroleum delivered. All net quantities will be determined in
the manner provided in Item No. 40.

     60. NOTICE OF ARRIVAL, DELIVERY AT DESTINATION

     The obligation of Carrier is to deliver at the nominated destination the
Tendered net quantity of Petroleum and such delivery may be made upon
twenty-four (24) hours notice to the Shipper or consignee with all possible
dispatch into the tanks or facilities to be provided by the Shipper or its
consignee.

     65. PRORATION OF PIPELINE CAPACITY

     If, during any period, the total volume of Petroleum nominated over any
segment of Carrier's pipelines is in excess of the normal operational capacity
of said segment, such Petroleum will be apportioned for acceptance and
transportation on an equitable

     70. PAYMENT OF TRANSPORTATION AND OTHER CHARGES; FINANCE CHARGES; LIEN;
         SET-OFF

     The transportation and all other charges accruing on all Petroleum accepted
for shipment, based on the rate applicable to the destination at which delivery
is made, shall be paid in accordance with invoice terms and these Rules and
Regulations. Carrier, at its option, may require Shipper to pay all such charges
and fees in advance or to provide an irrevocable letter of credit satisfactory
to Carrier. For Petroleum not released due to failure to pay or left in
Carrier's custody after the scheduled delivery has expired, Carrier may assess
reasonable storage charges





                                     Page 7


               SUNOCO PIPELINE L.P.                        F.E.R.C. NO. 3
                                                       Cancels F.E.R.C. No. 764*
                                                 (*Sun Pipe Line Company Series)


and other reasonable charges (including reasonable attorney fees and court
costs) incurred with the preservation or sale of the Petroleum.

     If such charges are not paid by the due date stated on the invoice, Carrier
shall have the right to assess finance charges on the entire past due balance
(including principal and accumulated but unpaid finance charges) until paid in
full at the rate equal to one-hundred twenty-five percent (125%) of the prime
rate of interest charged by Citibank N.A., New York, New York as of the due date
or the maximum finance charge rate allowed by law, whichever is less.

     Petroleum accepted for such transportation shall be subject to a lien for
all such charges or antecedent unpaid charges.

     If the Petroleum remains in Carrier's custody more than thirty (30) days
after the tender of delivery by Carrier, Carrier shall have the right to sell
the Petroleum at a public or private sale in a commercially reasonable manner to
collect such charges.

     Carrier reserves the right to set-off any such charges against any monies
owed to Shipper by Carrier or any Petroleum of Shipper in Carrier's custody.

     75. WARRANTIES

     Shipper warrants that the Petroleum tendered to Carrier will conform with
the specifications stated in Item No. 25, will be merchantable, and will not be
contaminated. Shipper will be liable to Carrier, other Shippers and/or
consignees for any damage, including special, incidental, and consequential,
arising from a breach of this warranty. The transportation of the Petroleum may
be refused or canceled if Carrier determines or is advised that the Petroleum
does not meet the requirements of these Rules and Regulations. In addition, if
Carrier samples the Petroleum prior to or after tendered by Shipper and if
contracted laboratory test results determine that the Petroleum is
non-merchantable, Shipper will be liable to Carrier for the cost of such tests
for non-merchantable or contaminated Petroleum.

     CARRIER DOES NOT MAKE ANY WARRANTIES, EXPRESSED OR IMPLIED INCLUDING, BUT
NOT LIMITED TO, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY, CONCERNING
THE QUALITY OF THE PETROLEUM.

     80. EXEMPTION OF LIABILITY

     Carrier will not be liable for any loss of Petroleum or damage thereto or
delay caused by an act of God, fire, explosion, storm, flood, electrical
malfunction, war, rebellion, insurrection, strike, breakage or accident to
machinery or equipment, difference with workman, the public enemy, quarantine,
the authority of law, riots, the act of default of Shipper or owner, or any
cause not due to the fault or negligence or any cause reasonably beyond the
control of Carrier. In such cases, the loss allocated to Shipper shall be the
quantity equal to the amount of its Tenders for the month in which such loss
occurs bears to the whole amount of the line fill and tankage in the system of
Carrier during the month of such loss, and Shipper shall be entitled to receive
only such portion of its Tenders as remains after deducting its due proportion
of the loss. Carrier's custody of the Tenders shall end when Petroleum has been
delivered into Shipper's or its consignee's facilities.





                                     Page 8


               SUNOCO PIPELINE L.P.                        F.E.R.C. NO. 3
                                                       Cancels F.E.R.C. No. 764*
                                                 (*Sun Pipe Line Company Series)


Except in force majuere situations, correction of a nonconformity shall be the
payment of the difference between the posted price for similar Petroleum in the
area of origin and the value of the degraded Petroleum, or the replacement of
the Petroleum, at Carrier's option, will constitute fulfillment of all
liabilities of Carrier whether the liabilities are based on contract, negligence
or otherwise. Carrier will not be liable for special, consequential or
incidental damages.

     85. PIPEAGE CONTRACTS REQUIRED

     Separate pipeage contracts in accordance with this tariff and these Rules
and Regulations covering further details may be required of a Shipper before any
duty to transport will arise.

     90. CLAIMS AND TIMES FOR FILING

     As a condition precedent to recovery for loss, damage, or delay to
shipments, claims must be filed in writing with Carrier within nine (9) months
after delivery of the Petroleum or, in case of failure to make delivery, then
within nine (9) months after a reasonable time for delivery has elapsed. Suits
arising out of such claims must be instituted against Carrier only within two
(2) years from the time when the Carrier delivers, or tenders delivery of the
Petroleum or, in case of failure to make or tender delivery, then within two (2)
years after a reasonable time for delivery has elapsed. Where claims are not
filed or suits are not instituted thereon in accordance with the foregoing
provisions, Carrier will not be liable and such claims will not be paid.

     95. DUTY OF CARRIER

     Carrier shall not be required to transport Petroleum except with reasonable
diligence, considering the quantity of Petroleum, the distance of
transportation, the safety of operation, and other material factors.

     100. APPLICATION OF RATES FROM AND TO INTERMEDIATE POINTS

     Carrier will receive Petroleum for pipeline transportation only from and to
established origin and delivery stations or terminals.

     Petroleum received at an established origin station, on Carrier's system,
which is not named in tariffs making reference hereto, but which is intermediate
to a point from which rates are published in said tariffs, through such unnamed
point, will be assessed the rate in effect from the next more distant point
published in the tariff.

     Petroleum delivered to an established delivery station or terminal, on
Carrier's system, which is not named in tariffs making reference hereto, but
which is intermediate to a destination to which rates are published in said
tariffs, through such unnamed point, will be assessed the rate in effect to the
next more distant point published in the tariff.

     105. INTRASYSTEM TRANSFERS

     Carrier will allow a Shipper Transfer of one shipper to another, and Title
Transfers from one ownership to another for Petroleum in custody of Carrier. A
charge of one-half cent (0.5 cents) per barrel with a fifty dollars ($50.00)
minimum will be made to each party directing such transfers, except for the
first Title Transfer.





                                     Page 9


               SUNOCO PIPELINE L.P.                        F.E.R.C. NO. 3
                                                       Cancels F.E.R.C. No. 764*
                                                 (*Sun Pipe Line Company Series)


     Only one Shippers Transfer will be allowed per movement and party accepting
volumes on a Shipper Transfer shall become the shipper of record. Shipper
Transfer must be made at point of origin.

     Title Transfers may not be accepted after 25th day of the preceding
calendar month.

     A transfer request, if accepted, must be confirmed in writing or Telex by
both the transferor and the transferee within forty-eight (48) hours after the
transfer request. Such transfer request will indicate the party to which the
transfer is to be made, the amount of Petroleum to be transferred and its
location and grade.

     Carrier will incur no liability for any losses or damage incurred by an
Shipper or owner involved in any intra-system transfer.

     110. CORROSION INHIBITORS

     Carrier reserves the right to inject or approve the injection of corrosion
inhibitors in the Petroleum to be transported.

     115. CONNECTION REQUIREMENTS

     All proposed receiving or delivery connections must meet tender, tankage,
hourly flow rate conditions, and metering requirements as they exist at the time
of requested connection and must also have provisions which will allow for
increases to maximum line flow rate and pressure conditions. All proposed
connection designs must be approved by Carrier, and all costs of connections
shall be paid by the connecting party.

     120. COMMODITY

     Carrier is engaged exclusively in the transportation of Petroleum specified
and described in Item No. 25 and, therefore, will not accept any other
commodities for transportation. No Petroleum will be received for shipment
except good merchantable Petroleum of substantially the same kind and quality as
that being currently transported through the same facilities for other shippers.
Petroleum of substantially different grade or quality will be received for
transportation only in such quantities and upon such terms and conditions as
Carrier and Shipper may agree.








                                    Page 10







      THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL
     TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION



                                 ATTACHMENT D-2

                                                             F.E.R.C. NO.




                              SUNOCO PIPELINE L.P.
                           JOINT PROPORTIONAL TARIFF

                               IN CONNECTION WITH
                       WEST TEXAS GULF PIPE LINE COMPANY

                                  APPLYING ON
                                CRUDE PETROLEUM

                                      FROM
                                NEDERLAND, TEXAS
                                       TO
                                    [*****]




Governed, except as otherwise provided herein, by the rules and regulations
published in Sunoco Pipeline L.P.'s F.E.R.C. tariff No. 3, supplements thereto
and successive issues thereof.

The provisions published herein will, if effective, not result in an effect on
the quality of the human environment.

================================================================================
ISSUED:                                     EFFECTIVE:
================================================================================

  ISSUED BY:                                COMPILED BY:
  Deborah M. Fretz, President               Yiping Ren
  Sunoco Logistics Partners Operations      Sunoco Logistics Partners Operations
  GP LLC, the General Partner of            GP LLC, the General Partner of
  Sunoco Pipeline L.P.                      Sunoco Pipeline L.P.
  1801 Market Street                        1801 Market Street
  Philadelphia, PA 19103-1699               Philadelphia, PA 19103-1699
                                            Telephone: (215) 977-6861




      THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL
     TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION



                         TABLE OF VOLUME INCENTIVE RATES



- -----------------------------------------------------------------------------------------------
                                  RATES IN CENTS PER BARREL OF 42 U.S. GALLONS
- -----------------------------------------------------------------------------------------------
        FROM                                                     TO
- -----------------------------------------------------------------------------------------------
                          VISCOSITY RANGE                [*****]                       [*****]
                        (SUS @ 60 (Degree) F)            [*****]                       [*****]
- ------------------------------------------------------------------------------------------------
                                                                              
                             [*****]                     [*****]                       [*****]

                             [*****]                     [*****]                       [*****]

     NEDERLAND,              [*****]                     [*****]                       [*****]
       TEXAS
    (Jefferson               [*****]                     [*****]                       [*****]
      County)
                             [*****]                     [*****]                       [*****]

                             [*****](a)                  [*****]                       [*****]

                             [*****](a)                  [*****]                       [*****]

                             [*****](a)                  [*****]                       [*****]


- -----------------------------------------------------------------------------------------------

                             [*****]                     [*****]                       [*****]

                             [*****]                     [*****]                       [*****]
     CORSICANA,
       TEXAS                 [*****]                     [*****]                       [*****]
     (Navarro
      County)                [*****]                     [*****]                       [*****]

                             [*****]                     [*****]                       [*****]

                             [*****](a)                  [*****]                       [*****]

                             [*****](a)                  [*****]                       [*****]

                             [*****](a)                  [*****]                       [*****]
- ----------------------------------------------------------------------------------------------


     NOTES:

     (a) Crude Petroleum with viscosities above [*****] will be accepted for
     delivery only if there will not be unreasonable degradation of other crude
     types taking into account the operation of Carrier's pipeline system and if
     adequate capacity exists.



      THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL
     TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS
       BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION



APPLICATION OF VOLUME INCENTIVE RATES

1. Volume Incentive Rates set forth in this tariff will apply to shipments of
any shipper agreeing in writing to deliver a minimum of [*****] barrels in
aggregate to [*****] from Nederland, Texas (the "Aggregate Throughput
Obligation") during the Contract Period. "Contract Period" is defined as ten
(10) years beginning with the effective date specified in the written agreement
and ending the last day of the ten (10) year period. Carrier shall invoice
shipper monthly at each of the applicable, then-current Volume Incentive Rate(s)
reflected on this tariff, including any current supplements thereto and
successive issues thereof.

2. The "Minimum Annual Throughput Obligation" shall be [*****] of the Aggregate
Throughput Obligation. However, if shipper's shipments hereunder during any
Contract Year (as that term is defined in Item No. 3 of this tariff) are greater
than the Minimum Annual Throughput Obligation, then the volumes in excess will
be credited to the succeeding Contract Years. If shipper's shipments hereunder
in any Contract Year are less than the Minimum Annual Throughput Obligation,
then shipper shall pay to Carrier the undisputed amount which is equal to the
[*****], then-current volume incentive rate [*****] set forth in this tariff,
multiplied by the number of barrels that shipper is deficient for such Contract
Year, which payments shall be made within twenty (20) days after both (a) the
completion of any Crude Petroleum throughput reconciliation process for such
Contract Year that has been agreed upon in writing by and between Carrier and
such shipper, and (b) the receipt of an invoice from Carrier for same. Such
amount will be considered by Carrier as prepaid transportation at the current
Volume Incentive Rate to be applied to volumes in excess of the Minimum Annual
Throughput Obligation in succeeding Contract Years in which shipper's volumes
exceed the Minimum Annual Throughput Obligation and for one year after the
Contract Period ends; provided, however, that any such prepaid transportation
credits shall expire if not used in the [*****] Contract Years subsequent to
the Contract Year in which it is earned.

3. For purposes of this tariff, the term "Contract Year" is defined to mean the
twelve-month period beginning on the effective date of the Contract Period and
each successive twelve-month period thereafter as agreed upon in writing by
Carrier and such affected shipper.

4. Carrier during the Contract Period may adjust the Volume Incentive Rates
contained in this tariff, including any current supplements thereto and
successive issues thereof, in accordance with the procedure for annual indexing
of tariff rates which is set forth in Title 18, Code of Federal Regulations,
Section 342.3, as such regulation may be amended, supplemented, or otherwise
modified from time to time. Said adjustment will be effective each July 1 (or as
otherwise provided by applicable law).

APPLICATION OF TARIFF

Rates set forth in this tariff are applicable only to Crude Petroleum delivered
to Carrier by pipeline at point of origin and are for trunk line transportation
only.

Shipments to [*****] shall include pump out from tankage located at [*****] and
back to the Carrier for movement to [*****].

No gathering service or Nederland terminalling service will be performed under
this tariff. Viscosities are determined by Carrier, absent fraud or manifest
error.

ADDITION TO SUNOCO PIPELINE'S F.E.R.C. TARIFF NO. 3, ITEM NO. 40, ENTITLED
MEASUREMENT, TESTING, VOLUME CORRECTIONS AND DEDUCTIONS: For purposes of this
tariff, the last sentence of Sunoco Pipeline L.P.'s F.E.R.C. Tariff No. 3, Item
No. 40, shall not apply. Instead, an assessment of [*****] [*****], on net
quantities so determined for acceptance by Carrier, absent fraud or manifest
error, will be charged to cover transportation allowance.

                                                                    Exhibit 12.1

         STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                                   (UNAUDITED)

                         Sunoco Logistics Partners L.P.




                                                                   Three Months
                                                                   Ended March
                                                                     31, 2005
                                                                  -------------
                                                               
Fixed Charges:
  Interest cost and debt expense                                  $       5,346
  Interest allocable to rental expense (a)                                  363
                                                                  -------------
     Total                                                        $       5,709
                                                                  =============

Earnings:
  Income before income tax expense                                $      15,298
  Equity in income of less than 50
    percent owner affiliated companies (b)                               (3,041)
  Dividends received from less than 50
    percent owned affiliated companies (b)                                3,342
  Fixed charges                                                           5,709
  Interest capitalized                                                       --
  Amortization of previously capitalized
    interest                                                                 36
                                                                  -------------
  Total                                                           $      21,344
                                                                  =============

Ratio of Earnings to Fixed Charges                                         3.74
                                                                  =============


(a) Represents one-third of the total operating lease rental expense which is
    that portion deemed to be interest.

(b) Reflects amounts attributable to interests in the following corporate joint
    ventures accounted for under the equity method: 9.4 percent in Explorer
    Pipeline Company, 31.5 percent in Wolverine Pipe Line Company, 12.3 percent
    in West Shore Pipe Line Company, 14.0 percent in Yellowstone Pipe Line
    Company, and 43.8 percent in West Texas Gulf Pipe Line Company.

                                                                    Exhibit 31.1

                                  CERTIFICATION
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


         I, Deborah M. Fretz, President and Chief Executive Officer of Sunoco
Partners LLC, the general partner of the registrant Sunoco Logistics Partners
L.P., hereby certify that:

   1.    I have reviewed this Quarterly Report on Form 10-Q (for the quarter
         ended March 31, 2005) of Sunoco Logistics Partners L.P.;

   2.    Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;

   3.    Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

   4.    The registrant's other certifying officer(s) and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
         control over financial reporting (as defined in Exchange Act Rules
         13a-15(f) and 15d-15(f)) for the registrant and have:

         (a)      Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant, including its consolidated entities, is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;

         (b)      Designed such internal control over financial reporting, or
                  caused such internal control over financial reporting to be
                  designed under our supervision, to provide reasonable
                  assurance regarding the reliability of financial reporting and
                  the preparation of financial statements for external purposes
                  in accordance with generally accepted accounting principles;

         (c)      Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

         (d)      Disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter (the registrant's
                  fourth fiscal quarter in the case of an annual report) that
                  has materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting.



   5.    The registrant's other certifying officer(s) and I have disclosed,
         based on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of the
         registrant's board of directors (or persons performing the equivalent
         functions):

         (a)      All significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

         (b)      Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.

Date: May 9, 2005

                                    /s/ DEBORAH M. FRETZ
                                    --------------------------------------------
                                    Name:  Deborah M. Fretz
                                    Title: President and Chief Executive Officer

                                                                    Exhibit 31.2

                                  CERTIFICATION
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


         I, Colin A. Oerton, Vice President and Chief Financial Officer of
Sunoco Partners LLC, the general partner of the registrant Sunoco Logistics
Partners L.P., hereby certify that:

   1.    I have reviewed this Quarterly Report on Form 10-Q (for the quarter
         ended March 31, 2005) of Sunoco Logistics Partners L.P.;

   2.    Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;

   3.    Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the period presented in this report;

   4.    The registrant's other certifying officer(s) and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
         control over financial reporting (as defined in Exchange Act Rules
         13a-15(f) and 15d-15(f)) for the registrant and have:

         (a)      Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant, including its consolidated entities, is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;

         (b)      Designed such internal control over financial reporting, or
                  caused such internal control over financial reporting to be
                  designed under our supervision, to provide reasonable
                  assurance regarding the reliability of financial reporting and
                  the preparation of financial statements for external purposes
                  in accordance with generally accepted accounting principles;

         (c)      Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

         (d)      Disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter (the registrant's
                  fourth fiscal quarter in the case of an annual report) that
                  has materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting.



   5.    The registrant's other certifying officer(s) and I have disclosed,
         based on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of the
         registrant's board of directors (or persons performing the equivalent
         functions):

         (a)      All significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

         (b)      Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.


Date: May 9, 2005
                               /s/ COLIN A. OERTON
                               -------------------------------------------------
                               Name:  Colin A. Oerton
                               Title: Vice President and Chief Financial Officer

                                                                      Exhibit 32


                                  CERTIFICATION

            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         We, the undersigned Deborah M. Fretz and Colin A. Oerton, being,
respectively, the President and Chief Executive Officer and the Vice President
and Chief Financial Officer, of Sunoco Partners LLC, the general partner of the
registrant Sunoco Logistics Partners L.P., do each hereby certify that the
registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005
fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that the information contained in the period report
fairly presents, in all material respects, the financial condition and results
of operations of Sunoco Logistics Partners L.P.

Date: May 9, 2005



                               /s/ DEBORAH M. FRETZ
                               -------------------------------------------------
                               Name:  Deborah M. Fretz
                               Title: President and Chief Executive Officer



                               /s/ COLIN A. OERTON
                               -------------------------------------------------
                               Name:  Colin A. Oerton
                               Title: Vice President and Chief Financial Officer