0001193125-11-050224 Sample Contracts

AMENDMENT NO. 2011-1 TO OMNIBUS AGREEMENT
Omnibus Agreement • February 28th, 2011 • Sunoco Inc • Petroleum refining • Pennsylvania

This AMENDMENT NO. 2011-1, dated as of February 22, 2011 and effective January 1, 2011 (this “Amendment”), to the Omnibus Agreement, dated as of February 8, 2002, and amended previously by Amendment No. 1 (dated as of January 28, 2005), Amendment No. 2006-1, Amendment No. 2007-1, Amendment No. 2008-1, and Amendment No 2009-1, and Amendment No. 2010-1 (as amended, the “Omnibus Agreement”) by is adopted, executed and agreed to by Sunoco, Inc. (“Sunoco, Inc.”), Sunoco, Inc. (R&M) (“Sunoco, Inc. (R&M)” and, together with Sunoco, Inc. “Sunoco”) , Sun Pipe Line Company of Delaware LLC, Atlantic Petroleum Corporation, Sunoco Pipeline L.P., Sunoco Logistics Partners L.P., Sunoco Logistics Partners Operations L.P., and Sunoco Partners LLC (each a “Party” and, collectively, the “Parties”).

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Month, Year] Award RESTRICTED SHARE UNIT AGREEMENT under the SUNOCO, INC. LONG- TERM PERFORMANCE ENHANCEMENT PLAN III
Restricted Share Unit Agreement • February 28th, 2011 • Sunoco Inc • Petroleum refining • Pennsylvania

This Restricted Share 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”);

Month, Year] Award STOCK OPTION AGREEMENT Under the SUNOCO, INC. LONG-TERM PERFORMANCE ENHANCEMENT PLAN III
Stock Option Agreement • February 28th, 2011 • 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 PERFORMANCE SHARE UNIT AGREEMENT under the SUNOCO, INC. LONG-TERM PERFORMANCE ENHANCEMENT PLAN III
Performance Share Unit Agreement • February 28th, 2011 • Sunoco Inc • Petroleum refining • Pennsylvania

This Performance Share 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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