X0306 4 2012-10-05 0000095304 SUNOCO INC SUN 0001174598 KROTT JOSEPH P 1818 MARKET STREET SUITE 1500 PHILADELPHIA PA 19103-7583 1 Comptroller Common Stock 2012-10-05 4 D 0 6167 D 0 D Stock Options (Right to Buy) 20.39 2012-10-05 4 D 0 11400 29.61 D 2013-12-03 Common Stock 11400 0 D Stock Options (Right to Buy) 34.34 2012-10-05 4 D 0 7000 15.66 D 2014-12-01 Common Stock 7000 0 D Stock Options (Right to Buy) 64.51 2012-10-05 4 D 0 3200 0 D 2015-11-30 Common Stock 3200 0 D Stock Options (Right to Buy) 56.93 2012-10-05 4 D 0 4000 0 D 2016-12-06 Common Stock 4000 0 D Stock Options (Right to Buy) 53.23 2012-10-05 4 D 0 6300 0 D 2017-12-05 Common Stock 6300 0 D Stock Options (Right to Buy) 29.36 2012-10-05 4 D 0 12300 20.64 D 2018-12-03 Common Stock 12300 0 D Stock Options (Right to Buy) 23.46 2012-10-05 4 D 0 8300 26.54 D 2020-03-03 Common Stock 8300 0 D Common Stock Unit 2012-10-05 4 D 0 3120 0 D Common Stock 3120 0 D Common Stock Unit 2012-10-05 4 D 0 1760 0 D Common Stock 1760 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 2,765 ETP common units; and (b) approximately $148,232 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 $337,554 (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 $109,620 (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), this option was canceled. 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 $253,872 (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 $220,282 (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 $156,000 (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 $88,000 (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. /s/ John J. DiRocco, Jr., Attorney-in-Fact 2012-10-10