SUNOCO, INC. PENSION RESTORATION PLAN

1.01

“Actuarial Equivalent” means a benefit of equivalent current value to the benefit which would otherwise have been provided to the Participant, determined on the same basis as determined under the Applicable Sunoco Retirement Plan.

1.02

“Affiliated Company” means the Company and:

(a)

Any other corporation which is included within a “controlled group of corporations” within which Sunoco, Inc., is also included as determined under Section 1563 of the 1954 Internal Revenue Code without regard to subsections (a)(4) and (e)(3)(C) of said Section 1563;

(b)

Any other trades or businesses (whether or not incorporated) which, based on principles similar to those defining a “controlled group of corporations” for purposes of (a) above, are under common control; and

(c)

Any other organization so designated by the Board Committee.

1.03

“Applicable Sunoco Retirement Plan” means the Sunoco, Inc. Retirement Plan or the Puerto Rico Sun Oil Company Retirement Plan, whichever plan the Participant will receive benefits under.

1.04

“Beneficiary” means the person or persons, other than a contingent annuitant, designated by a Participant or retired Participant pursuant to Article IV.

1.05

“Board of Directors” means the Board of Directors of Sunoco, Inc.

1.06

“Board Committee” means those individual Directors who have been appointed by the Board of Directors with the powers and responsibilities specified in Article V and to which has been delegated any fiduciary responsibilities of the Board of Directors with respect to the Plan.

1.07

“Code” means the Internal Revenue Code of 1986, as amended.

1.08

“Company” means Sunoco, Inc. or any corporation which succeeds to the position of Sunoco, Inc. as common parent of the Sun Affiliated Group, within the meaning of regulations issued under the Internal Revenue Code.

1.09

“Effective Date” means September 2, 1974; as to this amendment and restatement, June 1, 2008; and as to any amendment, the effective date specified by the Board of Directors.

1.10

“Employee” means any individual who is employed by the Company or an Affiliated Company.

1.11

“Participant” means any Employee who is a participant in an Applicable Sunoco Retirement Plan, who: (i) has had his retirement benefit under that plan reduced due to Statutory Limitations or (ii) has received Restricted Stock Unit Income.

1.12

“Plan” means the Sunoco, Inc. Pension Restoration Plan as set forth in this document and as it may from time to time be amended.

1.13

“Plan Administrator” means the individual or entity designated as such by the Board Committee pursuant to Article V.

1.14

“Plan Year” means the annual period beginning on January 1 of any year and ending on the following December 31.

1.15

“Spouse” means the individual who is the legally married husband or wife of a Participant.

1.16

“Statutory Limitations” means the limitations placed on the benefits that can be accrued under a qualified pension plan pursuant to Section 401(a)(17) and 415 of the Code.

1.17

“Termination Date” means the date on which a Participant separates from service as defined in Code Section 409A and the regulations promulgated thereunder. Notwithstanding the foregoing, pursuant to Treasury Regulation Section 1.409A-1(h)(1)(ii), where it is reasonably anticipated that there will be a permanent reduction in the level of bona fide services of the Participant after a certain date to 49% or less of the average level of bona fide services performed by the Participant during the immediately preceding 12 months, such Participant shall be treated for purposes of this Plan as having on such date a termination of employment and a separation from service.

2.01

Employer Contributions . All benefits payable under this Plan will be paid by the Company. A Participant will have no right, title or interest whatsoever in or to any investments which the Company may make to aid in meeting such obligations as may arise under the Plan. Nothing contained in the Plan, nor any action taken pursuant to its provisions, will create or be construed to create a trust or a fiduciary relationship between the Company and any Participant or any other person. To the extent that any person acquires a right to benefits under this Plan, such right will be no greater than the right of an unsecured general creditor of the Company. All payments to be made under the Plan will be paid from the general funds of the Company and no special or separate fund will be established and no segregation of assets will be made to assure payment of such amounts.

2.02

Participant Contributions . No contributions by Participants will be required or permitted under this Plan.

2.03

Expenses of Administration . All expenses of administering this Plan will be paid by the Company.

3.01

Amount of Benefits . Benefits under the Plan will be determined as follows effective January 1, 2005.

(a)

Except as provided in Section 3.01(b), the benefit payable to a Participant or his Beneficiary will be equal to the excess of:

(i)

The benefits which would have been paid to the Participant or his Beneficiary under the Applicable Sunoco Retirement Plan, if the provisions of that plan were administered without regard to the Statutory Limitations, over

(ii)

The benefits payable to the Participant or his Beneficiary under the Applicable Sunoco Retirement Plan.

(b)

In the case of a Participant who is eligible for a benefit determined under Section 3.10 of the Sunoco, Inc. Retirement Plan or Section 6.11 of the Puerto Rico Sun Oil Company Retirement Plan (i.e., a “Rule of 60” benefit) on his Termination Date, and has not commenced such benefit at the time that benefits under this Plan commence, the benefit payable to a Participant or his Beneficiary will be equal to the excess of:

(i)

The benefit expressed as an Actuarial Equivalent lump sum that would be paid to the Participant or his Beneficiary under Section 3.10 of the Sunoco, Inc. Retirement Plan or Section 6.11 of the Puerto Rico Sun Oil Company Retirement Plan at age 55, if the provisions of that plan were administered without regard to the Statutory Limitations, over

(ii)

The benefit expressed as an Actuarial Equivalent lump sum that would be paid to the Participant or his Beneficiary under Section 3.10 of the Sunoco, Inc. Retirement Plan or Section 6.11 of the Puerto Rico Sun Oil Company Retirement Plan at age 55.

3.02

Normal Form of Payment . Effective for benefits commencing on or after January 1, 2005, retirement benefits under this Plan will be in the form of a lump sum payment of the Actuarial Equivalent of the benefit determined under Section 3.01, except as otherwise provided below.

(a)

Participants with a Termination Date before April 1, 2005 may elect an optional form of retirement income as provided in Article IV.

(b)

A Participant may elect an optional form of retirement income for retirement benefits that are not in pay status and not otherwise payable before January 1, 2009, as provided in Article IV.

(c)

An individual who first becomes a Participant on or after January 1, 2008, may elect an optional form of retirement income as provided in Article IV.

3.03

Commencement of Payments . The following provisions are effective November 1, 2007.

(a)

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