0001193125-05-042637 Sample Contracts

DEFERRED COMPENSATION AND BENEFITS TRUST AGREEMENT by and among SUNOCO, INC., MELLON TRUST OF NEW ENGLAND, N.A. and TOWERS, PERRIN, FORSTER & CROSBY, INC. Amended and Restated Effective as of December 23, 2002

Deferred Compensation and Benefits Trust Agreement • March 4th, 2005 • Sunoco Inc • Petroleum refining • Massachusetts

• Contract Type
  Deferred Compensation and Benefits Trust Agreement
• Filed
  March 4th, 2005
• Company
  Sunoco Inc
• Industry
  Petroleum refining
• Jurisdiction
  Massachusetts

This Deferred Compensation and Benefits Trust Agreement, dated as of January 11, 1999 and Amended and Restated effective as of the 23rd day of December, 2002 (the “Trust Agreement”), is by and among SUNOCO, INC., a Pennsylvania corporation (the “Company”), MELLON TRUST OF NEW ENGLAND, N.A., a national association (the “Trustee”), and TOWERS, PERRIN, FORSTER & CROSBY, INC., a Pennsylvania corporation (the “Recordkeeper”).

DIRECTORS’ DEFERRED COMPENSATION AND BENEFITS TRUST AGREEMENT by and among SUNOCO, INC., MELLON TRUST OF NEW ENGLAND, N.A. and TOWERS, PERRIN, FORSTER & CROSBY, INC. Amended and Restated Effective as of December 23, 2002

Directors’ Deferred Compensation and Benefits Trust Agreement • March 4th, 2005 • Sunoco Inc • Petroleum refining • Massachusetts

• Contract Type
  Directors’ Deferred Compensation and Benefits Trust Agreement
• Filed
  March 4th, 2005
• Company
  Sunoco Inc
• Industry
  Petroleum refining
• Jurisdiction
  Massachusetts

This Directors’ Deferred Compensation and Benefits Trust Agreement, Amended and Restated effective as of December 23, 2002, (the “Trust Agreement”), is by and among SUNOCO, INC., a Pennsylvania corporation (the “Company”), MELLON TRUST OF NEW ENGLAND, N.A., a national association (the “Trustee”), and TOWERS PERRIN, FORSTER & CROSBY, INC., a Pennsylvania corporation (the “Recordkeeper”).

AMENDMENT NO. 1 TO OMNIBUS AGREEMENT

Omnibus Agreement • March 4th, 2005 • Sunoco Inc • Petroleum refining • Pennsylvania

• Contract Type
  Omnibus Agreement
• Filed
  March 4th, 2005
• Company
  Sunoco Inc
• Industry
  Petroleum refining
• Jurisdiction
  Pennsylvania

This AMENDMENT NO. 1, dated as of January 28, 2005 and effective January 1, 2005 (this “Amendment”), to the Omnibus Agreement, dated as of February 8, 2002, (the “Omnibus Agreement”) is adopted, executed and agreed to by Sunoco, Inc., Sunoco, Inc. (R&M), Sun Pipe Line Company of Delaware, Atlantic Petroleum Corporation, Sun Pipe Line Company, Sun Pipe Line Services (Out) LLC, Sunoco Logistics Partners L.P., Sunoco Logistics Partners Operations L.P., and Sunoco Partners LLC (each a “Party” and, collectively, the “Parties”).