X0306 4 2012-10-05 0000095304 SUNOCO INC SUN 0001469829 MacDonald Brian P 1818 MARKET STREET SUITE 1500 PHILADELPHIA PA 19103 1 President and CEO Common Stock 2012-10-05 4 D 0 64276 D 0 D Stock Options (Right to Buy) 22.38 2012-10-05 4 D 0 72067 27.62 D 2019-08-30 Common Stock 72067 0 D Stock Options (Right to Buy) 23.46 2012-10-05 4 D 0 40200 26.54 D 2020-03-03 Common Stock 40200 0 D Common Stock Unit 2012-10-05 4 D 0 22700 0 D Common Stock 22700 0 D Common Stock Unit 2012-10-05 4 D 0 13018 0 D Common Stock 13018 0 D Common Stock Unit 2012-10-05 4 D 0 40682 0 D Common Stock 40682 0 D Deferred Share Units 2012-10-05 4 D 0 6309 0 D Common Stock 6309 0 D Disposed of pursuant to merger agreement between issuer and Energy Transfer Partners, L.P. (NYSE: ETP), in exchange for: (a) the right to receive approximately 31,735 ETP common units; and (b) approximately $1,701,386 in cash (less applicable taxes and fees). Pursuant to merger agreement between issuer and Energy Transfer Partners, L.P. (NYSE: ETP), these options were canceled, in exchange for the right to receive a cash payment of approximately $1,990,491 (less applicable taxes and fees), representing the difference between the exercise price of the option and the cash election consideration ($50 per share). Pursuant to merger agreement between issuer and Energy Transfer Partners, L.P. (NYSE: ETP), these options were canceled, in exchange for the right to receive a cash payment of approximately $1,066,908 (less applicable taxes and fees), representing the difference between the exercise price of the option and the cash election consideration ($50 per share). Conversion rate is 1 for 1. Pursuant to merger agreement between issuer and Energy Transfer Partners, L.P. (NYSE: ETP), these time-vested common stock units of the issuer were canceled in exchange for the right to receive a cash payment of approximately $1,135,000 (less applicable taxes and fees), representing an amount equal to the product of the total number of such common stock units multiplied by the per cash consideration of $50. Pursuant to merger agreement between issuer and Energy Transfer Partners, L.P. (NYSE: ETP), these time-vested common stock units of the issuer were canceled in exchange for the right to receive a cash payment of approximately $650,900 (less applicable taxes and fees), representing an amount equal to the product of the total number of such common stock units multiplied by the per cash consideration of $50. Pursuant to merger agreement between issuer and Energy Transfer Partners, L.P. (NYSE: ETP), these time-vested common stock units of the issuer were canceled in exchange for the right to receive a cash payment of approximately $2,034,100 (less applicable taxes and fees), representing an amount equal to the product of the total number of such common stock units multiplied by the per cash consideration of $50. Pursuant to 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 $315,450 (less applicable taxes and fees), representing an amount equal to the product of the total number of such deferred share units multiplied by the per unit cash consideration of $50. /s/ John J. DiRocco, Jr., Attorney-in-Fact 2012-10-10