1 Uses in Distribution Equivalents Clause

Distribution Equivalents from Restricted Unit Agreement

This Restricted Unit Agreement (the Agreement), entered into as of (the Agreement Date), by and between Sunoco Partners LLC (the Company) and , an employee of the Company or one of its Affiliates (the Participant);

Distribution Equivalents. On or before the earlier of the ninetieth (90th) day following the date of occurrence of such Qualifying Termination or the day that is two and one-half (2- 1/2) months following the end of the calendar year in which occurs the date of such Qualifying Termination, the Participant will be paid an amount in cash equal to the value of the applicable DERs on the number of Units being paid pursuant to this Section 1.5(a) hereof, for the time period immediately preceding the Qualifying Termination.

Distribution Equivalents from Restricted Unit Agreement

This Restricted Unit Agreement (the Agreement), entered into as of (the Agreement Date), by and between Sunoco Partners LLC (the Company) and , an employee of the Company or one of its Affiliates (the Participant).

Distribution Equivalents. On or before the earlier of the ninetieth (90th) day following the date of occurrence of such Qualifying Termination or the day that is two and one-half (2- 1/2) months following the end of the calendar year in which occurs the date of such Qualifying Termination, the Participant will be paid an amount in cash equal to the value of the applicable DERs on the number of Units being paid pursuant to Section 1.6(a) hereof, for the time period immediately preceding the Qualifying Termination.

Distribution Equivalents from Restricted Unit Agreement

This Restricted Unit Agreement (the Agreement), entered into as of (the Agreement Date), by and between Sunoco Partners LLC (the Company) and , an employee of the Company or one of its subsidiaries (the Participant).

Distribution Equivalents. On or before the earlier of the ninetieth (90th) day following the date of occurrence of such Change in Control or the day that is two and one-half (2- 1/2) months following the end of the calendar year in which occurs the date of such Change in Control, the Participant will be paid an amount in cash equal to the value of the applicable DERs on the number of Units being paid pursuant to Section 1.6(a) hereof, for the time period immediately preceding the Change in Control.

Distribution Equivalents from Restricted Unit Agreement

This Restricted Unit Agreement (the Agreement), entered into as of (the Agreement Date), by and between Sunoco Partners LLC (the Company) and , an employee of the Company or one of its subsidiaries (the Participant);

Distribution Equivalents. On or before the earlier of the ninetieth (90th) day following the date of occurrence of such Change in Control or the day that is two and one-half (2- 1/2) months following the end of the calendar year in which occurs the date of such Change in Control, the Participant will be paid an amount in cash equal to the value of the applicable DERs on the number of Units being paid pursuant to this Section 1.5(a) hereof, for the time period immediately preceding the Change in Control.