Sunoco (SUN)

Voluntary Deferral of Directors’ Compensation

2.1 Election to Defer. Prior to the beginning of each calendar year beginning after December 31, 2004, a Participant may elect to defer all or a portion of the Compensation attributable to services to be performed by the Participant in the next succeeding calendar year, by filing a written notice of election with the Committee on the form(s) prescribed by the Committee. Any such deferral election shall apply only to Compensation attributable to services to be performed on or after the first day of the calendar year following the calendar year in which the election is received by the Committee. An election to defer, made in accordance with this Article II shall be irrevocable as of December 31 of the year preceding the calendar year in which the Participant earns the Compensation. All elections made by Directors on or before December 31, 2004 with respect to Compensation earned in calendar year 2005 shall be treated as made under the Plan (and not under the Directors’ Deferred Compensation Plan I), and such elections to the extent inconsistent with the terms of the Plan, shall be limited by and administered in accordance with, the terms of the Plan. A separate election form shall be filed for each calendar year. 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; and

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

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

2.3 Time of Election An election to defer must be filed and received by the Committee by the end of the calendar year preceding the calendar year in which the services are performed to which the Compensation is attributable. A new Director may also elect to defer Compensation attributable to his or her first year of Board service prior to the commencement of his or her term in office, and such election shall be irrevocable as of the date immediately preceding such Director’s commencement of his or her term in office.

Voluntary Deferral of Directors’ Compensation

2.1 Election to Defer. Prior to the beginning of any calendar quarter, a Participant may elect to defer 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 such deferral 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 be earned 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 of Compensation deferred, the

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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 written notification, 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.

2.2 Change in Method of Payment Following Commencement of Distribution or Payment. After payment or 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, the Participant who was not a Director at any time 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 be forfeited to the Company.

2.3 Amount of Deferral The amount of Compensation to be deferred shall be designated by the Participant as 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 which the 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.

Voluntary Deferral of Directors’ Compensation

FACE="ARIAL" SIZE="2">2.1 Election to Defer. Prior to the beginning of each calendar year beginning after December 31, 2004, a Participant may elect to defer all or a portion of the Compensation attributable to services to be performed
by the Participant in the next succeeding calendar year, by filing a written notice of election with the Committee on the form(s) prescribed by the Committee. Any such deferral election shall apply only to Compensation attributable to services to be
performed on or after the first day of the calendar year following the calendar year in which the election is received by the Committee. An election to defer, made in accordance with this Article II shall be irrevocable as of December 31 of the
year preceding the calendar year in which the Participant earns the Compensation. All elections made by Directors on or before December 31, 2004 with respect to Compensation earned in calendar year 2005 shall be treated as made under the Plan
(and not under the Directors’ Deferred Compensation Plan I), and such elections to the extent inconsistent with the terms of the Plan, shall be limited by and administered in accordance with, the terms of the Plan. A separate election form
shall be filed for each calendar year. 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; and

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

Voluntary Deferral of Directors’ Compensation

2.1 Election to Defer. Prior to the beginning of each calendar year beginning after December 31, 2004, a Participant may elect to defer all or a portion of the Compensation attributable to services to be performed by the Participant in the next succeeding calendar year, by filing a written notice of election with the Committee on the form(s) prescribed by the Committee. Any such deferral election shall apply only to Compensation attributable to services to be performed on or after the first day of the calendar year following the calendar year in which the election is received by the Committee. An election to defer, made in accordance with this Article II shall be irrevocable as of December 31 of the year preceding the calendar year in which the Participant earns the Compensation. All elections made by Directors on or before December 31, 2004 with respect to Compensation earned in calendar year 2005 shall be treated as made under the Plan (and not under the Directors’ Deferred Compensation Plan I), and such elections to the extent inconsistent with the terms of the Plan, shall be limited by and administered in accordance with, the terms of the Plan. A separate election form shall be filed for each calendar year. 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; and

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

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

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2.3 Time of Election An election to defer must be filed and received by the Committee by the end of the calendar year preceding the calendar year in which the services are performed to which the Compensation is attributable. A new Director may also elect to defer Compensation attributable to his or her first year of Board service prior to the commencement of his or her term in office, and such election shall be irrevocable as of the date immediately preceding such Director’s commencement of his or her term in office.

Voluntary Deferral of Directors’ Compensation

2.1 Election to Defer. Prior to the beginning of any calendar quarter, a Participant may elect to defer 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 such deferral 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 be earned 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 of Compensation 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 written notification, 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 payment or 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 any time 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 be forfeited to the Company.

2.3 Amount of Deferral The amount of Compensation to be deferred shall be designated by the Participant as 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 which the 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.

Voluntary Deferral of
Directors’ Compensation

2.1 Election to Defer. Prior to the beginning of each calendar year beginning after
December 31, 2004, a Participant may elect to defer all or a portion of the Compensation attributable to services to be performed by the Participant in the next succeeding calendar year, by filing a written notice of election with the Committee
on the form(s) prescribed by the Committee. Any such deferral election shall apply only to Compensation attributable to services to be performed on or after the first day of the calendar year following the calendar year in which the election is
received by the Committee. An election to defer, made in accordance with this Article II shall be irrevocable as of December 31 of the year preceding the calendar year in which the Participant earns the Compensation. All elections made by
Directors on or before December 31, 2004 with respect to Compensation earned in calendar year 2005 shall be treated as made under the Plan (and not under the Directors’ Deferred Compensation Plan I), and such elections to the extent
inconsistent with the terms of the Plan, shall be limited by and administered in accordance with, the terms of the Plan. A separate election form shall be filed for each calendar year. The deferral election form(s) also will permit the Participant
to specify:

(a) the percentage of Compensation to be deferred;

Voluntary Deferral of Directors’ Compensation

2.1 Election to Defer. Prior to the beginning of any calendar quarter, a Participant may elect to defer 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 such deferral 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 be earned 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 of Compensation 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 written notification, 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 Subsequent Change in Method of Payment Election.

(a) Change in Method of Payment Prior to Commencement of Distribution or Payment. With the approval of the Committee, and at any time not later than twelve (12) months prior to the commencement of any payment or distribution of the amounts credited to the Participant’s Deferred Compensation Account, a Participant in this portion of the Plan may file a written request with regard to the method of payment (i.e., a series of installments versus lump-sum payout), on a form prescribed by the Committee, which will revoke all such earlier or prior elections with regard to the method of payment (i.e., a series of installments versus lump-sum payout), and such new choice as to method of payment will be applied both to amounts previously credited to the Participant’s current Deferred Compensation Account balance, as well as to amounts to be credited to such Deferred Compensation Account balance prospectively. Any such new or subsequent election that is made less than twelve (12) months prior to the commencement of any payment or distribution of the amounts credited to the Participant’s Deferred Compensation Account, will be null and void, and the Participant’s most recent preceding timely election will be reinstated.

(b) Change in Method of Payment Following Commencement of Distribution or Payment. After payment or 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, the Participant 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 be forfeited to the Company.

2.3 Amount of Deferral The amount of Compensation to be deferred shall be designated by the Participant as 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 which the 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.

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Voluntary Deferral of Directors’ Compensation

2.1 Election to Defer. Prior to the beginning of each calendar year beginning after December 31, 2004, a Participant may elect to defer all or a portion of the Compensation attributable to services to be performed by the Participant in the next succeeding calendar year, by filing a written notice of election with the Committee on the form(s) prescribed by the Committee. Any such deferral election shall apply only to Compensation attributable to services to be performed on or after the first day of the calendar year following the calendar year in which the election is received by the Committee. An election to defer, made in accordance with this Article II shall be irrevocable as of December 31 of the year preceding the calendar year in which the Participant earns the Compensation. All elections made by Directors on or before December 31, 2004 with respect to Compensation earned in calendar year 2005 shall be treated as made under the Plan (and not under the Directors’ Deferred Compensation Plan I), and such elections to the extent inconsistent with the terms of the Plan, shall be limited by and administered in accordance with, the terms of the Plan. A separate election form shall be filed for each calendar year. 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; and

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

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

2.3 Time of Election An election to defer must be filed and received by the Committee by the end of the calendar year preceding the calendar year in which the services are performed to which the Compensation is attributable. A new Director may also elect to defer Compensation attributable to his or her first year of Board service prior to the commencement of his or her term in office, and such election shall be irrevocable as of the date immediately preceding such Director’s commencement of his or her term in office.

Voluntary Deferral of Directors’ Compensation

2.1 Election to Defer. Prior to the beginning of each calendar year beginning after December 31, 2004, a Participant may elect to defer all or a portion of the Compensation attributable to services to be performed by the Participant in the next succeeding calendar year, by filing a written notice of election with the Committee on the form(s) prescribed by the Committee. Any such deferral election shall apply only to Compensation attributable to services to be performed on or after the first day of the calendar year following the calendar year in which the election is received by the Committee. An election to defer, made in accordance with this Article II shall be irrevocable as of December 31 of the year preceding the calendar year in which the Participant earns the Compensation. All elections made by Directors on or before December 31, 2004 with respect to Compensation earned in calendar year 2005 shall be treated as made under the Plan (and not under the Directors’ Deferred Compensation Plan I), and such elections to the extent inconsistent with the terms of the Plan, shall be limited by and administered in accordance with, the terms of the Plan. A separate election form shall be filed for each calendar year. 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; and

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

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

2.3 Time of Election. An election to defer must be filed and received by the Committee by the end of the calendar year preceding the calendar year in which the services are performed to which the Compensation is attributable. A new Director may also elect to defer Compensation attributable to his or her first year of Board service prior to the commencement of his or her term in office, and such election shall be irrevocable as of the date immediately preceding such Director’s commencement of his or her term in office.

Voluntary Deferral of Directors’ Compensation

2.1 Election to Defer. Prior to the beginning of any calendar quarter, a Participant may elect to defer 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 such deferral 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 be earned 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 of Compensation 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 written notification, 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 payment or 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, the Participant 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 be forfeited to the Company.

2.3 Amount of Deferral. The amount of Compensation to be deferred shall be designated by the Participant as 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 which the 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.