**Exhibit 10.2**

**DIRECTORS’ DEFERRED COMPENSATION PLAN I**

(Amended and Restated effective December 6, 2007)

**ARTICLE I**

**Definitions**

As used in this Plan, the following terms shall have the meanings herein specified:

1.1 95% Withdrawal—shall have the meaning provided herein at Section 7.1. 

1.2 Business Combination—shall have the meaning provided herein at Section 1.4(c). 

1.3 Cash Unit—shall mean the entry in a Deferred Compensation Account of a credit equal to One Dollar ($1.00). 

1.4 Change in Control—shall mean the occurrence of any of the following events: 

(a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act of 1934, as amended)(a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (1) the then-outstanding shares of common stock of the Company (the “Outstanding Company CommonStock”) or (2) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); *provided*,*however*, that, for purposes of this Section (a), the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by anyemployee benefit plan (or related trust) sponsored or maintained by the Company or any company controlled by, controlling or under common control with the Company, or (D) any acquisition by any entity pursuant to a transaction that complieswith Sections (c)(1), (c)(2) and (c)(3) of this definition; 

(b) Individuals who, as of September 6, 2001, constitute the Board ofDirectors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; *provided*, *however*, that any individual becoming a director subsequent to the date hereof whose election, ornomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, butexcluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation ofproxies or consents by or on behalf of a Person other than the Board of Directors; 

(c) Consummation of a reorganization, merger, statutoryshare exchange or consolidation or similar corporate transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the 

 

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acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless,following such Business Combination, (1) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to suchBusiness Combination beneficially own, directly or indirectly, more than 60% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election ofdirectors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assetseither directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, asthe case may be, (2) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns,directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation,except to the extent that such ownership existed prior to the Business Combination, and (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the IncumbentBoard at the time of the execution of the initial agreement or of the action of the Board of Directors providing for such Business Combination; or 

(d) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. 

1.5 Change in ControlElection—shall have the meaning provided herein at Section 7.1 

1.6 Committee—shall mean the Governance Committeeof the Board of Directors of Sunoco, Inc. 

1.7 Company—shall mean Sunoco, Inc., a Pennsylvania corporation. The term“Company” shall include any successor to Sunoco, Inc., any subsidiary or affiliate which has adopted the Plan, or a corporation succeeding to the business of Sunoco, Inc., or any subsidiary or affiliate by merger, consolidation,liquidation or purchase of assets or stock or similar transaction. 

1.8 Compensation—shall mean those fees and retainerspayable by the Company to a Participant in consideration for his or her service as a Director. 

 

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1.9 Deferred Compensation Account—shall mean, with respect to any Participant, the totalamount of the Company’s liability for payment of voluntary deferred compensation to the Participant under this Plan, including any accumulated interest and/or Dividend Equivalents. 

1.10 Deferred Payment Election Form—shall mean and refer to the written election by a Participant, in the form prescribed by the Committee,to voluntarily defer the payment of all or a portion of such Participant’s Compensation under this Plan pursuant to Article II hereof. 

1.11 Director—shall mean a member of the Board of Directors of Sunoco, Inc. 

1.12 DividendEquivalent—shall mean the entry in a Deferred Compensation Account or a Restricted Deferred Compensation Account of a dividend credit with respect to a Share Unit, each Dividend Equivalent being equal to the dividend paid from time to timeon a Share. 

1.13 Form of Continuing Deferral—shall mean and refer to the written commitment by a Participant, in the formprescribed by the Committee, to mandatorily defer the payment of all of the Yearly Credit awarded to such Participant under this Plan pursuant to Article IV hereof. 

1.14 Incumbent Board—shall have the meaning provided herein at Section 1.4(b). 

1.15Interest Equivalent—shall mean the entry in a Deferred Compensation Account of an interest credit with respect to a Cash Unit, compounded on the basis of the balance in the Participant’s Deferred Compensation Account, applying theinterest factor approved by the Committee each year for such purpose. 

1.16 Outstanding Company Common Stock—shall have themeaning provided herein at Section 1.4(a). 

1.17 Outstanding Company Voting Securities—shall have the meaning providedherein at Section 1.4(a). 

1.18 Participant—shall mean a Director who has elected to defer the receipt of compensation ora Director who is required to defer the receipt of the Restricted Share Units in accordance with the terms of this Plan. 

1.19Person—shall have the meaning provided herein at Section 1.4(a). 

1.20 Plan—shall mean this Directors’Deferred Compensation Plan I, as it may be amended from time to time pursuant to Articles XI and XIV, and shall be effective for deferrals of Compensation pursuant to Article III and crediting of Restricted Share Units pursuant to Article IV, forperiods ending prior to January 1, 2005. 

1.21 Restricted Deferred Compensation Account—shall mean, with respect to anyParticipant, the total amount of the Company’s liability for payment of Restricted Share Units to the Participant under this Plan. 

 

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1.22 Restricted Share Unit—shall mean the entry in a Restricted Deferred CompensationAccount of a credit equal to one Share that will be restricted until death, retirement or termination of Board service. 

1.23Share—shall mean a share of the Company’s authorized voting Common Stock ($1.00 par value per share) and any share or shares of stock of the Company hereafter issued or issuable in substitution or exchange for each such share.

1.24 Share Unit—shall mean the entry in a Deferred Compensation Account of a credit equal to one Share. 

**ARTICLE II**

**Voluntary Deferral ofDirectors’ Compensation**

2.1 Election to Defer. Prior to the beginning of any calendar quarter, a Participant may elect todefer all or a portion of the Compensation that would otherwise be paid to the Participant in the next succeeding calendar quarter, by filing a written notice of election with the Committee on the form(s) prescribed by the Committee. Any suchdeferral election shall apply only to Compensation to be earned on or after the first day of the calendar quarter following the calendar quarter in which the election is received by the Committee, but in no event will apply to Compensation to beearned in calendar quarters beginning on or after January 1, 2005. An election to defer, made in accordance with this Article II shall be irrevocable. The deferral election form(s) also will permit the Participant to specify: 

(a) the percentage of Compensation to be deferred; 

(b) the form of deferral, being either Cash Units, Share Units, or a combination of the two and the percentage allocations of such;

(c) the selection of a method of payment as set forth in Article III; and 

(d) the designation of a beneficiary as set forth in Article V. 

Without any further action by Participant, the choices specified in the Participant’s Deferred Payment Election Form regarding the percentage ofCompensation deferred, the form of deferral, the designation of a beneficiary, and the method of payment shall each continue and be applied from calendar quarter to calendar quarter to amounts yet to be deferred. Until further express writtennotification, on a form prescribed by the Committee, to the contrary, these choices shall continue to be applied to amounts to be credited to such Deferred Compensation Account balance prospectively. 

 

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2.2 Change in Method of Payment Following Commencement of Distribution or Payment. After paymentor distribution of amounts credited to the Participant’s Deferred Compensation Account has commenced, the Participant may not change the period of time for which such amounts are payable. However, a Participant who was not a Director at anytime after December 31, 2006, may convert installment payments to a lump sum distribution subject to a penalty equal to a five percent (5%) reduction in the balance of the Participant’s Deferred Compensation Account, which shall beforfeited to the Company. 

2.3 Amount of Deferral The amount of Compensation to be deferred shall be designated by the Participantas a percentage of the Director’s Compensation in multiples of five percent (5%) but shall not be less than ten percent (10%). 

2.4 Time of Election Except as otherwise determined by the Committee in its sole discretion, an election to defer must be filed and received by the Committee by the end of the calendar quarter preceding the calendar quarter in whichthe Compensation is to be earned. A new Director may also elect to defer Compensation prior to the commencement of his or her term in office. 

**ARTICLE III**

**Voluntary Deferred Compensation Accounts**

3.1 Creation of Voluntary Deferred Compensation Accounts. Compensation deferred hereunder shall be credited to a Deferred Compensation Accountestablished by the Company for each Participant. The Participant must elect to convert the deferred compensation to either Cash Units or Share Units, which shall be credited to a Participant’s Deferred Compensation Account as set forth in thePlan. 

3.2 Crediting Share Units. Share Units shall be credited to a Participant’s Deferred Compensation Account at the timethe Compensation would otherwise have been paid had no election to defer been made. The number of Share Units to be credited to the Deferred Compensation Account shall be determined by dividing the Compensation by the average closing price forShares as published in the Wall Street Journal under the caption “New York Stock Exchange Composite Transactions” for the ten (10) day period prior to the day on which the Compensation would otherwise have been paid. Any fractionalShare Units shall also be credited to a Participant’s Deferred Compensation Account. The number of Share Units in a Deferred Compensation Account shall be appropriately adjusted by the Committee in the event of changes in the Company’soutstanding common stock by reason of a stock dividend or distribution, recapitalization, merger, consolidation, split-up, combination, exchange of shares or the like, and 

 

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such adjustments shall be conclusive. Share Units shall not entitle any person to the rights of a stockholder. 

3.3 Crediting Cash Units. Cash Units shall be credited to a Participant’s Deferred Compensation Account at the time Compensation wouldotherwise have been paid had no election to defer been made. 

3.4 Crediting Dividend Equivalents. For Share Units, the Company shallcredit the Participant’s Deferred Compensation Account with Dividend Equivalents being equal to the dividends declared on the Company’s Shares. The crediting shall occur as of the date on which said dividends are paid. The number of ShareUnits to be credited to the Deferred Compensation Account shall be calculated by dividing the Dividend Equivalents by the average closing price for Shares as published in the Wall Street Journal (under the caption “New York Stock ExchangeComposite Transactions”) or any other publication selected by the Committee for the period of ten (10) trading days prior to the day on which the dividends are paid on the Company’s Shares. Any fractional Share Units shall also becredited to a Participant’s Deferred Compensation Account. 

3.5 Crediting Interest Equivalents. For Cash Units credited totheir Deferred Compensation Accounts, the Company shall credit the Participant’s Deferred Compensation Account on a quarterly basis with an Interest Equivalent. 

3.6 Share Unit Conversion. Immediately upon termination of Board service, and so prior to the commencement of any payout or distribution of any amounts hereunder, a Participant may make a one-time election toconvert to Cash Units all or a portion of the balance of Share Units in such Participant’s Deferred Compensation Account. Any Share Units so converted to Cash Units as a result of this one-time conversion election shall be valued at the averageclosing price for Shares as published in the Wall Street Journal (under the caption “New York Stock Exchange Composite Transactions”) or any other publication selected by the Committee for the ten (10) day period immediately prior tosuch one-time conversion election. 

3.7 Time of Payment. 

(a) *Benefit Commencement Date.* All payments of a Participant’s Deferred Compensation Account not in pay status on January 1, 2005 shallbe on the first day of the calendar year following termination of Board service. Upon the death of a Director or former Director, prior to the final payment of all amounts credited to his or her Deferred Compensation Account, the balance of theDeferred Compensation Account shall be paid in accordance with Article V. Provided, however, in no event shall any payment or distribution be made within six (6) months of the Compensation being earned. 

 

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(b) *Acceleration of Benefit Commencement Date Prior to Payment.* At any time prior to thecommencement of any payment or distribution of a Participant’s Deferred Compensation Account, a Participant who will not attain age 72 on or before December 31, 2010, may request in writing to accelerate the receipt of all or a specifiedportion of such deferred Compensation amounts to the first day of any calendar quarter; *provided, however,* that such date is at least six (6) months after the end of the quarter in which the Compensation is earned. Any such accelerationwill be subject to a penalty equal to a five percent (5%) reduction in the balance of the Participant’s Deferred Compensation Account, which shall be forfeited to the Company. 

(c) *Transition Election*. Notwithstanding Section 3.7(a), pursuant to Section 3.02 of IRS Notice 2006-79, as modified bySection 3.01(B)(1) of IRS Notice 2007-86, a Participant serving as a Director on or after December 6, 2007 who will attain age 72 on or before December 31, 2010, may elect, with respect to amounts in the Participant’s DeferredCompensation Account that are not in pay status and that are not otherwise payable in 2007, to receive payment of such amounts on June 25, 2008, by filing a written notice of election with the Committee on the forms(s) prescribed by theCommittee on or before December 14, 2007. Notwithstanding the second sentence of Section 3.8, with respect to amounts to be distributed on June 25, 2008 pursuant to this transition election, (1) a Participant may elect, by filinga written notice of election with the Committee on the form(s) prescribed by the Committee on or before December 14, 2007, to have all or any portion of Share Units converted to Cash Units on January 2, 2008, with Share Units so convertedvalued at the average closing price for Shares as published in the Wall Street Journal (under the caption “New York Stock Exchange Composite Transactions”) or any other publication selected by the Committee for the period of ten(10) trading day immediately prior to January 1, 2008, and (2) Share Units not so converted shall be valued at the average closing price for Shares as published in the Wall Street Journal (under the caption “New York StockExchange Composite Transactions”) or any other publication selected by the Committee for the period of ten (10) trading days immediately prior to June 25, 2008. 

3.8 Method of Payment. For all payments not in pay status on January 1, 2005, a Participant in this part of the Plan shall receive a lump sumpayment in cash of all deferred compensation credited to such Participant’s Deferred Compensation Account. Share Units credited to the Participant’s Deferred Compensation Account shall be valued at the average closing price for Shares aspublished in the Wall Street Journal (under the caption “New York Stock Exchange Composite Transactions”) or any other publication selected by the Committee for the period of ten (10) trading days immediately prior to each newcalendar year. 

 

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**ARTICLE IV**

**Restricted Deferred Compensation Accounts**

4.1 Creation of Restricted Deferred CompensationAccounts. Compensation deferred under this Article IV shall be credited to a Restricted Deferred Compensation Account established by the Company for each Participant. The Restricted Deferred Compensation Accounts will be initialized as ofFebruary 15, 1996 by transferring to the Plan the present value of the accrued benefits of each Participant in the Non-Employee Directors’ Retirement Plan. The present value of these accrued benefits will then be converted into RestrictedShare Units. The number of Restricted Share Units to be credited to the Restricted Deferred Compensation Account of each Participant will be determined by using the average closing price for Shares as published in the Wall Street Journal (under thecaption “New York Stock Exchange Composite Transactions”) or any other publication selected by the Committee for the ten (10) business days prior to February 15, 1996. Payout of these Restricted Share Units that has not commencedprior to January 1, 2005 shall commence in accordance with the provisions of Section 4.5(a) of the Plan. 

4.2 Crediting ShareUnits. If the Committee elects to do so, for each year ending before January 1, 2005, in conjunction with either the Participant’s election or re-election to the Board, a yearly dollar amount (“Yearly Credit”) will becredited to a Participant’s Restricted Deferred Compensation Account in the form of Restricted Share Units. The number of Restricted Share Units credited to a Participant’s Restricted Deferred Compensation Account shall be determined bydividing the Yearly Credit by the average closing price for Shares as published in the Wall Street Journal (under the caption “New York Stock Exchange Composite Transactions”) or any other publication selected by the Committee for the ten(10) day period prior to the Company’s annual meeting. Any fractional Restricted Share Units shall also be credited to a Participant’s Restricted Deferred Compensation Account. The number of Restricted Share Units in a RestrictedDeferred Compensation Account shall be appropriately adjusted by the Committee in the event of changes in the Company’s outstanding common stock by reason of a stock dividend or distribution, recapitalization, merger, consolidation, split-up,combination, exchange of shares or the like, and such adjustments shall be conclusive. Restricted Share Units shall not entitle any person to the rights of a stockholder. 

4.3 Crediting Dividend Equivalents. The Company shall credit the Participant’s Restricted Deferred Compensation Account with Dividend Equivalents being equal to the dividends declared on the Company’sShares. The crediting shall occur as of the date on which said dividends are paid. The number of Restricted Share Units to be credited to the Restricted Deferred 

 

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Compensation Account shall be calculated by dividing the Dividend Equivalents by the average closing price forShares as published in the Wall Street Journal (under the caption “New York Stock Exchange Composite Transactions”) or any other publication selected by the Committee for the period of ten (10) trading days prior to the day on whichthe dividends are paid on the Company’s Shares. Any fractional Restricted Share Units shall also be credited to a Participant’s Restricted Deferred Compensation Account. 

4.4 Restricted Share Unit Conversion. Immediately upon termination of Board service, and so prior to the commencement of any payout ordistribution of any amounts hereunder, a Participant may make a one-time election to convert to Cash Units all or a portion of the balance of Restricted Share Units in such Participant’s Restricted Deferred Compensation Account. Any RestrictedShare Units so converted to Cash Units as a result of this one-time conversion election shall be valued at the average closing price for Shares as published in the Wall Street Journal (under the caption “New York Stock Exchange CompositeTransactions”) or any other publication selected by the Committee for the period of ten (10) trading days immediately prior to such one-time conversion election. 

4.5 Time of Payment. 

(a) *BenefitCommencement Date for Restricted Deferred Compensation Account.* All payments of a Participant’s Restricted Deferred Compensation Account not in pay status on January 1, 2005 shall be made on the first day of the calendar year followingtermination of Board service. Upon the death of a Director or former Director, prior to the final payment of all amounts credited to his or her Deferred Compensation Account, the balance of the Restricted Deferred Compensation Account shall be paidin accordance with Article V. Provided, however, in no event shall any payment or distribution be made within six (6) months of the Compensation being earned. 

(b) *Acceleration of Benefit Commencement Date Prior to Payment.* At any time prior to the commencement of any payment or distribution of a Participant’s Restricted Deferred Compensation Account, aParticipant who will not attain age 72 on or before December 31, 2010, may request in writing to accelerate the receipt of all or a specified portion of such Restricted Deferred Compensation Account amounts to the first day of any calendarquarter; *provided, however,* that such date is at least six (6) months after the end of the quarter in which the Compensation is earned. Any such acceleration will be subject to a penalty equal to a five percent (5%) reduction in thebalance of the Participant’s Restricted Deferred Compensation Account, which shall be forfeited to the Company. 

 

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(c) *Transition Election*. Notwithstanding Section 4.5(a), pursuant to Section 3.02 ofIRS Notice 2006-79, as modified by Section 3.01(B)(1) of IRS Notice 2007-86, a Participant serving as a Director on or after December 6, 2007 who will attain age 72 on or before December 31, 2010, may elect, with respect to amounts inthe Participant’s Restricted Deferred Compensation Account that are not in pay status and that are not otherwise payable in 2007, to receive payment of such amounts on June 25, 2008, by filing a written notice of election with theCommittee on the form(s) prescribed by the Committee on or before December 14, 2007. Notwithstanding the second sentence of Section 4.6, with respect to amounts to be distributed on June 25, 2008 pursuant to this transition election,(1) a Participant may elect, by filing a written notice of election with the Committee on the form(s) prescribed by the Committee on or before December 14, 2007, to have all or any portion of Share Units converted to Cash Units onJanuary 2, 2008, with Share Units so converted valued at the average closing price for Shares as published in the Wall Street Journal (under the caption “New York Stock Exchange Composite Transactions”) or any publication selected bythe Committee for the period of ten (10) trading days immediately prior to January 1, 2008, and (2) Share Units not so converted shall be valued at the average closing price for Shares as published in the Wall Street Journal (underthe caption “New York Stock Exchange Composite Transactions”) or any other publication selected by the Committee for the period of ten (10) trading days immediately prior to June 25, 2008. 

4.6 Method of Payment. For all payments not in pay status on January 1, 2005, a Participant shall receive a lump sum payment in cash of alldeferred compensation credited to such Participant’s Restricted Deferred Compensation Account. Share Units credited to the Participant’s Restricted Deferred Compensation Account shall be valued at the average closing price for Shares aspublished in the Wall Street Journal (under the caption “New York Stock Exchange Composite Transactions”) or any other publication selected by the Committee for the period of ten (10) trading days immediately prior to each newcalendar year. 

4.7 Change in Method of Payment Following Commencement of Distribution or Payment. After payment or distribution ofamounts credited to the Participant’s Restricted Deferred Compensation Account has commenced, the Participant may not change the period of time for which such amounts are payable. However, a Participant who was not a Director at any time afterDecember 31, 2006, may convert installment payments to a lump sum distribution subject to a penalty equal to a five percent (5%) reduction in the balance of the Participant’s Restricted Deferred Compensation Account, which shall beforfeited to the Company. 

 

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**ARTICLE V**

**Designation of Beneficiaries**

5.1 Designation of Beneficiary. The Participant shall name oneor more beneficiaries and contingent beneficiaries to receive any payments due Participant at the time of death. No designation of beneficiaries shall be valid unless in writing signed by the Participant, dated and filed with the Committee duringthe lifetime of such Participant. A subsequent beneficiary designation will cancel all beneficiary designations signed and filed earlier under this Plan, and such new beneficiary designation shall be applied to all amounts previously credited to theParticipant’s Deferred Compensation Account (or Restricted Deferred Compensation Account, as the case may be), as well as to any amounts to be credited to such Participant’s Deferred Compensation Account (or Restricted DeferredCompensation Account, as the case may be), prospectively. In case of a failure of designation, or the death of the designated beneficiary without a designated successor, distribution shall be paid in one lump sum to the estate of the Participant.

5.2 Spouse’s Interest. The interest in any amounts hereunder of a spouse who has predeceased the Participant shallautomatically pass to the Participant and shall not be transferable by such spouse in any manner, including but not limited to such spouse’s will, nor shall such interest pass under the laws of intestate succession. 

5.3 Survivor Benefits. Upon the Participant’s death, any balances in the Participant’s Deferred Compensation Account and RestrictedDeferred Compensation Account shall be paid in a lump sum on the later of the first day of the calendar year following the Participant’s death or the date that is thirty (30) days after the Participant’s death. 

**ARTICLE VI**

**Source of Payments**

All payments of deferred compensation shall be paid in cash from the general funds of the Company and the Company shall be under noobligation to segregate any assets in connection with the maintenance of a Deferred Compensation Account or Restricted Deferred Compensation Account, nor shall anything contained in this Plan nor any action taken pursuant to the Plan create or beconstrued to create a trust of any kind, or a fiduciary relationship between the Company and Participant. Title to the beneficial ownership of any assets, whether cash or investments, which the Company may designate to pay the amount credited to theDeferred Compensation Account or a Restricted Deferred Compensation Account shall at all times remain in the Company and Participant shall not have any property interest whatsoever in any specific assets of the Company. 

 

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Participant’s interest in the Deferred Compensation Account or a Restricted Deferred Compensation Account shall be limited to the right to receivepayments pursuant to the terms of this Plan and such rights to receive shall be no greater than the right of any other unsecured general creditor of the Company. 

**ARTICLE VII**

**Change in Control**

7.1 Effect of Change in Control on Payment. 

(a) *Participants Not a Director After December 31, 2006 or Not Attaining Age 72 On or Before December 31, 2010.* In the case of a Participant who either (1) was not a Director at any time after December 31, 2006 or(2) will not attain age 72 on or before December 31, 2010, anything to the contrary in this Plan notwithstanding, at any time such Participant may make an election (a “Change in Control Election”) to receive, in a single lump sumpayment, upon the occurrence of a Change in Control, the balance of his or her Deferred Compensation Account and Restricted Deferred Compensation Account, as of the valuation date immediately preceding the Change in Control. Any Change in ControlElection or revocation of an existing Change in Control Election shall be null and void if a Change in Control occurs within 12 months after it is made, and the Participant’s most recent preceding Change in Control Election, if timely made andnot revoked at least 12 months before the Change in Control, shall remain in force. Each such election or revocation shall be in writing and in conformity with such rules as may be prescribed by the Committee. If no Change in Control Election is inforce upon the occurrence of a Change in Control, from the date of such Change in Control and for twelve (12) months thereafter, each such Participant, whether or not he or she is still an employee of the Company, shall have the right towithdraw, in a single lump-sum cash payment, an amount equal to ninety-five percent (95%) of the balance of each of his or her Deferred Compensation Account and Restricted Deferred Compensation Account (a “95% Withdrawal”), as of thevaluation date immediately preceding the date of withdrawal; provided, however, that if this option is exercised, such Participant will forfeit to the Company the remaining five percent (5%) of the balance of each such account (as of thevaluation date immediately preceding the date of withdrawal) from which the funds are withdrawn as a penalty. Payments pursuant to a 95% Withdrawal shall be made as soon as practicable, but no later than thirty (30) days after the Participantnotifies the Committee in writing that he/she is exercising his/her right to undertake a 95% Withdrawal. 

(b) *Participants Serving asDirectors after December 31, 2006.* In the case of a Participant who was a Director at any time after December 31, 2006, and will attain age 72 on or before 

 

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December 31, 2010, anything to the contrary in this Plan notwithstanding, at any time prior to the calendar year in which services are performed towhich Compensation is attributable, such Participant may make an election (a “Change in Control Election”) to receive, in a single lump sum payment, upon the occurrence of a Change in Control (provided that the Change in Control is also achange in control for purposes of IRC Section 409A, and the regulations issued thereunder), the balance of his or her Deferred Compensation Account and Restricted Deferred Compensation Account attributable to such Compensation, determined as ofthe valuation date immediately preceding the Change in Control. 

7.2 Amendment on or after Change in Control. On or after a Changein Control, or before, but in connection with, a Change in Control, no action, including by way of example and not of limitation, the amendment, suspension or termination of the Plan, shall be taken which would adversely affect the rights of anyParticipant or the operation of this Article VII with respect to the balance in the Participant’s Accounts immediately before such action. 

7.3 Attorney’s Fees. The Company shall pay all legal fees and related expenses incurred by or with respect to a Participant during his lifetime or within ten (10) years after his death in seeking to obtain or enforce anypayment, benefit or right such Participant may be entitled to under the Plan after a Change in Control. Reimbursement shall be made on or before the close of the calendar year following the calendar year in which the expense was incurred. The amountof expenses eligible for reimbursement under this provision in one calendar year may not affect the amount of expenses eligible for reimbursement under this provision in any other calendar year. The Participant (or the Participant’srepresentative) shall reimburse the Company for such fees and expenses at such time as a court of competent jurisdiction, or another independent third party having similar authority, determines that the Participant’s (or the Participant’srepresentative’s) claim was frivolously brought without reasonable expectation of success on the merits thereof. For purposes of IRC Section 409A, this Section 7.3 shall be treated as a plan providing for reimbursement of expenseswithin the meaning of Treasury Regulation Section 1.409A-1(c)(2)(i)(E), and shall be separate from the remainder of the Plan. 

**ARTICLE VIII**

**Nonalienation of Benefits**

Participant shall not have the right to sell, assign, transfer or otherwise convey or encumber in whole or in part the right to receive any payment under this Plan except in accordance with Article V. 

 

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**ARTICLE IX**

**Acceptance of Terms**

The terms and conditions of this Plan shall be binding upon the heirs,beneficiaries and other successors in interest of Participant to the same extent that said terms and conditions are binding upon the Participant. 

**ARTICLE X**

**Administration of the Plan**

The Plan shall be administered by the Committee which may make such rules and regulations and establish such procedures for the administration of this Plan as it deems appropriate. In the event of any dispute ordisagreements as to the interpretation of this Plan or of any rule, regulation or procedure or as to any questioned right or obligation arising from or related to this Plan, the decision of the Committee shall be final and binding upon all persons.

**ARTICLE XI**

**Termination and Amendment**

The Plan may be terminated at any time by the Board of Directors of Sunoco, Inc. and may beamended at any time by the Committee provided, however, that no such amendment or termination shall adversely affect the rights of Participants or their beneficiaries with respect to amounts credited to Deferred Compensation Accounts or RestrictedDeferred Compensation Accounts prior to such amendment or termination, without the written consent of the Participant. 

**ARTICLE XII**

**Construction**

In thecase any one or more of the provisions contained in this Plan shall be invalid, illegal or unenforceable in any respect the remaining provisions shall be construed in order to effectuate the purposes hereof and the validity, legality andenforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 

**ARTICLE XIII**

**Governing Law**

ThisPlan shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania. 

 

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**ARTICLE XIV**

**Cessation of Deferrals of Compensation and Crediting of Restricted Share under the Plan Effective January 1, 2005**

Notwithstanding any other provision of the Plan, no Director may elect to defer any portion of his or her Compensation payable by the Company to his or her Deferred Compensation Account after December 31, 2004pursuant to Article III of the Plan, and no amounts may be credited by the Committee to a Director’s Restricted Deferred Compensation Account under Article IV of the Plan after December 31, 2004. It is intended that all amounts deferred byor with respect to a Director after December 31, 2004 will be pursuant to the Directors’ Deferred Compensation Plan II. It is further intended that with respect to all Participants who were not Directors at any time after December 31,2006, and with respect to all Participants who were Directors at any time after December 31, 2006 and who will not attain age 72 on or before December 31, 2010, all amounts credited to such Participants’ Deferred Compensation Accountsand Restricted Deferred Compensation Accounts under the Plan made before January 1, 2005 (including Dividend Equivalents and Interest Equivalents credited with respect to such deferrals) not be subject to IRC Section 409A, and no actionshall be taken that would constitute a material modification to a benefit or right under the Plan as existing on October 3, 2004 with respect to such Participants, as set forth under Proposed Regulation 1.409A-6(a)(4), or such other guidance asmay be applicable under IRC Section 409A. 

**ARTICLE XV**

**Amounts Taxable under IRC Section 409A**

Upon determination that anyamounts deferred under the Plan are included in the gross income of a Participant pursuant to IRC Section 409A, as amended, and the regulations issued thereunder, such amounts shall be distributed to the Participant. 

 

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