X0306 4 2012-10-05 0000095304 SUNOCO INC SUN 0001257328 WULFF JOHN K 1818 MARKET STREET SUITE 1500 PHILADELPHIA PA 19103-7583 1 Common Stock 2012-10-05 4 D 0 20000 D 0 D Deferred Share Units 2012-10-05 4 D 0 4997.03 D Common Stock 4997.03 0 D Phantom Stock 2012-10-05 4 D 0 25868.991 D Common Stock 25868.991 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 9,874 ETP common units; and (b) approximately $529,333 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 $249,851.55 (Deferred Share Units) and approximately $1,293,449.55 (Phantom Stock), 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