COMMON UNIT REDEMPTION AGREEMENT



     This COMMON UNIT REDEMPTION AGREEMENT (this "Agreement"), is made and

entered into as of May 17, 2005, by and between Sunoco Logistics Partners L.P.,

a Delaware limited partnership (the "Partnership") and Sunoco Partners LLC, a

Pennsylvania limited liability company (the "Holder").



     WHEREAS, the Holder now owns 6,301,005 common units representing limited

partner interests in the Partnership (the "Common Units");



     WHEREAS, the Partnership desires to increase the public float of the Common

Units;



     WHEREAS, the Partnership and the Holder, among the other parties thereto,

have entered into an underwriting agreement of even date herewith (the

"Underwriting Agreement") with Lehman Brothers Inc., Citigroup Global Markets

Inc., Goldman, Sachs & Co., KeyBanc Capital Markets, a division of McDonald

Investments Inc., RBC Capital Markets Corporation and Stifel Nicolaus & Company,

Incorporated (collectively, the "Underwriters") pursuant to which the

Partnership is publicly offering (the "Public Offering") for cash (i) 2,500,000

Common Units (the "Primary Units") and (ii) in the event the Underwriters

exercise their over-allotment option pursuant to the Underwriting Agreement, up

to an additional 375,000 Common Units (the "Option Units"), in each case

pursuant to the Partnership's registration statement on Form S-3 (File No.

333-103710) (as amended to the date hereof, the "Registration Statement") and a

prospectus supplement (together with the prospectus included in the Registration

Statement, the "Prospectus") filed under Rule 424 under the Securities Act (as

defined herein); and



     WHEREAS, the Holder desires to transfer to the Partnership, and the

Partnership desires to redeem from the Holder, up to an aggregate of 2,875,000

Common Units upon the terms and conditions hereinafter set forth.



     NOW THEREFORE, in consideration of the mutual covenants, conditions and

agreements set forth herein, and for good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties hereto

agree as follows:



     1. Redemption of Units. On the Initial Closing Date (as defined below), and

subject to the terms and conditions and in reliance upon the representations and

warranties herein set forth, the Holder agrees to transfer to the Partnership,

and the Partnership agrees to redeem from the Holder, up to 2,500,000 Common

Units (the "Initial Redemption Units") from the Holder, at a price per unit of

$35.906 (the "Redemption Price"), which is equal to the net proceeds per unit

received by the Partnership in the Public Offering, after underwriting discounts

and commissions, but before expenses (the "Initial Redemption"). In addition,

upon the Additional Closing Date (as defined below), and subject to the terms

and conditions and in reliance on the representations and warranties herein set

forth, the Holder agrees to transfer to the Partnership, and the Partnership

agrees to redeem from the Holder, at the Redemption Price, a number of Common

Units (the "Additional Redemption Units" and, together with the Initial

Redemption Units, the "Redemption Units") equal to the number of Option Units

purchased from the Partnership by the Underwriters (the "Additional

Redemption").







<PAGE>

          1.1 The closings of the Initial Redemption and the Additional

Redemption shall take place at such places and such times so as to coincide with

the Underwriters' purchase of Primary Units (the "Initial Closing Date") and

Option Units (the "Additional Closing Date") from the Partnership in the Public

Offering.



          1.2 At each closing, the Holder shall assign and transfer to the

Partnership all its right, title and interest in and to the Redemption Units

free and clear of all liens or other limitations or restrictions and deliver to

the Partnership the certificate or certificates representing the Redemption

Units, duly endorsed in blank or accompanied by separate stock powers so

endorsed. The Holder shall execute the certificate of transfer on the back of

the certificate or certificates representing the Redemption Units.



          1.3 The Partnership shall pay the aggregate Redemption Price for the

Initial Redemption and the Additional Redemption, as applicable, on the Initial

Closing Date and the Additional Closing Date, as applicable, without deduction,

by wire transfer of immediately available funds to an account of the Holder (the

number for which account shall have been furnished to the Partnership at least

one business day prior to the Initial Closing Date and the Additional Closing

Date, as applicable).



          1.4 The Partnership hereby acknowledges and agrees that, by executing

and delivering this Agreement and consummating the transactions contemplated

hereby, the Holder is not waiving, in whole or in part, any registration rights

it has pursuant to Section 7.12 of the Second Amended and Restated Agreement of

Limited Partnership of the Partnership dated as of July 20, 2004 (the

"Partnership Agreement") with respect to (i) any Units subject to this Agreement

that are not redeemed pursuant to this Agreement or (ii) any other Common Units

owned by the Holder that are not Redemption Units subject to this Agreement,

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