X0306 4 2012-10-05 0000095304 SUNOCO INC SUN 0001166112 KAISER JAMES G 1818 MARKET STREET SUITE 1500 PHILADELPHIA PA 19103 1 Common Stock 2012-10-05 4 D 0 31803.17 D 0 D Deferred Share Units 2012-10-05 4 D 0 15818.805 D Common Stock 15818.805 0 D Disposed of pursuant to merger agreement between issuer and Energy Transfer Partners, L.P. (NYSE: ETP), in exchange for the right to receive (a) approximately 13,776 ETP common units; and (b) approximately $645,198 cash, less any applicable taxes or fees. Conversion rate is 1 for 1. Not Applicable Pursuant to the merger agreement between issuer and Energy Transfer Partners, L.P. (NYSE: ETP), these Share Units credited to the reporting person's deferred compensation account(s) were canceled, in exchange for the right to receive a cash payment of approximately $790,940, less any applicable taxes or fees, representing an amount equal to the product of the total number of such common stock units multiplied by the per unit cash consideration of $50. /s/ John J. DiRocco, Jr., Attorney-in-Fact 2012-10-10