Form of 2008
PHANTOM UNIT AGREEMENT
THIS PHANTOM UNIT AGREEMENT (this “Agreement”) is by and between Magellan GP, LLC (the “Company”) and
1. Grant of Phantom Units . The Company hereby grants to the Participant effective January 24, 2008 (the “Effective Date”),
subject to the terms and conditions of the Magellan Midstream Partners Long-Term Incentive Plan, as amended and
restated (the “Plan”) and this Agreement, the right to be eligible to receive a target grant of Phantom Units of
Magellan Midstream Partners, L.P. (the “Partnership”). The number of Units received at the end of the Restricted Period
will be determined based on Performance Criteria (as defined herein), employment status at that time and any other relevant
provisions of the Plan. These Units are referred to in this Agreement as “Phantom Units” during the Restricted Period.
Until the Phantom Units vest and are paid, the Participant shall have no rights as a unitholder of the Partnership with
respect to the Phantom Units.
Incorporation of Plan. The Plan is hereby incorporated herein by reference and all capitalized terms used herein but not
defined herein shall have the meaning set forth in the Plan. The Participant acknowledges receipt of a copy of the Plan and
hereby accepts the Phantom Units subject to all the terms and provisions of the Plan.
Compensation Committee of the Board Decisions and Interpretations. The Participant hereby agrees to accept as binding,
conclusive and final all decisions and interpretations of the Compensation Committee of the Board (the “Committee”) of
the Company upon any questions arising under the Plan and this Agreement.
Restricted Period of Phantom Units. The Restricted Period begins with the Effective Date and ends with the first of the
a. December 31, 2010, provided the Participant is employed by the Company or its Affiliates at such time, and