Restricted Period Uses in Payment of Restricted Units Clause

Payment of Restricted Units 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);

Payment of Restricted Units. In the event of a Qualifying Termination, the Restricted Units subject to this award will be paid to the Participant no later than the earlier of ninety (90) days following the date of occurrence of such Qualifying Termination or 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 number of Restricted Units paid out shall be equal to the total number of Restricted Units outstanding in this award as of the Qualifying Termination, regardless of whether the applicable Restricted Period has expired. The Restricted Units subject to this award shall be payable to the Participant in cash or Units, as determined by the Committee prior to the Qualifying Termination, as follows:

Payment of Restricted Units 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);

Payment of Restricted Units. In the event of a Change of Control, the Restricted Units subject to this award will be paid to the Participant no later than the earlier of ninety (90) days following the date of occurrence of such Change in Control or 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 number of Restricted Units paid out shall be equal to the total number of Restricted Units outstanding in this award as of the Change of Control, regardless of whether the applicable Restricted Period has expired. The Restricted Units subject to this award shall be payable to the Participant in cash or Units, as determined by the Committee prior to the Change of Control, as follows: