X0306 4 2012-10-05 0000095304 SUNOCO INC SUN 0001520469 Pickering John D 1818 MARKET STREET SUITE 1500 PHILADELPHIA PA 19103-7583 1 Senior Vice President Common Stock 2012-10-05 4 D 0 3310 D 0 D Common Stock 2012-10-05 4 D 0 5322 D 1012 I ESOP Trust Stock Options (Right to Buy) 23.46 2012-10-05 4 D 0 6600 26.54 D 2020-03-03 Common Stock 6600 0 D Common Stock Unit 2012-10-05 4 D 0 2480 0 D Common Stock 2480 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 1,736 ETP common units; and (b) approximately $82,750 in cash (less applicable taxes and fees). Pursuant to the merger agreement, the issuer stock fund in 401(K) plan was liquidated by trustee, during the period from September 19, 2012 through September 26, 2012, in open market sale transactions at prevailing prices ranging from $46.57 to $46.85. 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 $175,164 (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 $124,000 (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