X0303 4 2011-03-02 0000095304 SUNOCO INC SUN 0001174598 KROTT JOSEPH P 1735 MARKET STREET PHILADELPHIA PA 19103-7583 1 Comptroller Common Stock Unit 2011-03-02 4 A 0 2640 0 A Common Stock 2640 2640 D Conversion rate is 1 for 1. Award of restricted common stock units pursuant to the Sunoco, Inc. Long-Term Performance Enhancement Plan III in a transaction exempt under Rule 16b-3. These restricted common stock units vest ratably in increments of one-third at the end of each of three annual vesting cycles. Incremental settlement is contingent only upon the continued employment of reporting person with the Company through the end of each annual vesting cycle. Not Applicable /s/ John J. DiRocco, Jr., Attorney-in-Fact 2011-03-04