0001193125-08-039862 Sample Contracts

Month, Year] Award COMMON STOCK UNIT AGREEMENT under the SUNOCO, INC. LONG-TERM PERFORMANCE ENHANCEMENT PLAN II
Common Stock Unit Agreement • February 27th, 2008 • Sunoco Inc • Petroleum refining • 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 Sunoco or one of its Affiliates (the “Participant”);

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Month, Year] Award STOCK OPTION AGREEMENT Under the SUNOCO, INC. LONG-TERM PERFORMANCE ENHANCEMENT PLAN II
Stock Option Agreement • February 27th, 2008 • Sunoco Inc • Petroleum refining • Pennsylvania

This Stock Option 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”);

Month, Year] Award COMMON STOCK UNIT AGREEMENT under the SUNOCO, INC. LONG-TERM PERFORMANCE ENHANCEMENT PLAN II
Common Stock Unit Agreement • February 27th, 2008 • Sunoco Inc • Petroleum refining • 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”);

AMENDMENT NO. 2008-1 TO OMNIBUS AGREEMENT
Omnibus Agreement • February 27th, 2008 • Sunoco Inc • Petroleum refining • Pennsylvania

This AMENDMENT NO. 2008-1, dated as of February 24, 2008 and effective January 1, 2008 (this “Amendment”), to the Omnibus Agreement, dated as of February 8, 2002, and amended previously by Amendment No. 2006-1 and Amendment No. 2007-1 (as amended, the “Omnibus Agreement”) by is adopted, executed and agreed to by Sunoco, Inc., Sunoco, Inc. (R&M), Sun Pipe Line Company of Delaware LLC, Atlantic Petroleum Corporation, Sun Pipe Line Company, Sun Pipe Line Delaware (Out) LLC, Sunoco Logistics Partners L.P., Sunoco Logistics Partners Operations L.P., and Sunoco Partners LLC (each a “Party” and, collectively, the “Parties”).

Amended Schedule to the Form of Amended and Restated Indemnification Agreement
Indemnification Agreement • February 27th, 2008 • Sunoco Inc • Petroleum refining

The Indemnification Agreements between Sunoco, Inc. and the directors, executive officers, trustees, fiduciaries, employees or agents named below are identical in all material respects.

AMENDMENT TO AMENDED AND RESTATED INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 27th, 2008 • Sunoco Inc • Petroleum refining

THIS AMENDMENT (“Amendment”) TO AN AMENDED AND RESTATED INDEMNIFICATION AGREEMENT (“Agreement”) dated , by and between Sunoco, Inc., a Pennsylvania corporation (the “Company”) and (“Indemnitee”).

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