0001193125-07-039341 Sample Contracts

Month, Year] Award COMMON STOCK UNIT AGREEMENT under the SUNOCO, INC. LONG-TERM PERFORMANCE ENHANCEMENT PLAN II

Common Stock Unit Agreement • February 26th, 2007 • Sunoco Inc • Petroleum refining • Pennsylvania

• Contract Type
  Common Stock Unit Agreement
• Filed
  February 26th, 2007
• Company
  Sunoco Inc
• Industry
  Petroleum refining
• Jurisdiction
  Pennsylvania

This Common Stock Unit Agreement (the “Agreement”), entered into as of (the “Agreement Date”), by and between Sunoco, Inc. (“Sunoco”) and , an employee of the Sunoco or one of its Affiliates (the “Participant”);

Month, Year] Award STOCK OPTION AND LIMITED RIGHTS AGREEMENT Under the SUNOCO, INC. LONG-TERM PERFORMANCE ENHANCEMENT PLAN II

Stock Option and Limited Rights Agreement • February 26th, 2007 • Sunoco Inc • Petroleum refining • Pennsylvania

• Contract Type
  Stock Option and Limited Rights Agreement
• Filed
  February 26th, 2007
• Company
  Sunoco Inc
• Industry
  Petroleum refining
• Jurisdiction
  Pennsylvania

This Stock Option and Limited Rights Agreement (the “Agreement”) entered into as of (the “Agreement Date”), by and between Sunoco, Inc. (“Sunoco”) and , who is an employee of Sunoco or one of its Affiliates (the “Participant”);

Contract

Accession Agreement • February 26th, 2007 • Sunoco Inc • Petroleum refining • New York

• Contract Type
  Accession Agreement
• Filed
  February 26th, 2007
• Company
  Sunoco Inc
• Industry
  Petroleum refining
• Jurisdiction
  New York

ACCESSION AGREEMENT dated as of January 11, 2007, among the financial institutions executing this Agreement as INCREASING LENDERS (collectively, the “Increasing Lenders”), SUNOCO, INC., a Pennsylvania corporation (the “Borrower”) and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below).