Schedule 2.1 to Directors' Deferred Compensation and Benefits Trust Agreement – Sunoco, Inc.

Summary

This schedule lists the benefit plans and arrangements covered by the Directors' Deferred Compensation and Benefits Trust Agreement for Sunoco, Inc. It includes the Directors' Deferred Compensation Plan, indemnification funding for specified directors in the event of a change in control, and retirement benefits for former directors or their beneficiaries. The agreement specifies a $5 million aggregate funding upon a potential change in control, with further amounts determined by individual indemnification agreements if a change in control occurs.

EX-10.15 7 dex1015.txt SCHEDULE 2.1 DIRECTOR'S DEFERRED COMPENSATION Exhibit 10-15 Schedule 2.1 to the Directors' Deferred Compensation and Benefits Trust Agreement Benefit Plans and Other Arrangements Subject to Trust (1) Sunoco, Inc. Directors' Deferred Compensation Plan; (2) The entire funding for all the Indemnification Agreements with the directors set forth below shall be Five Million Dollars ($5,000,000.00) in the aggregate upon a Potential Change in Control, and an amount upon a Change in Control calculated on the basis of the Indemnification Agreements with the following directors: (a) Raymond E. Cartledge (b) Robert J. Darnall (c) Mary J. Evans (d) Ursula F. Fairbairn (e) Thomas P. Gerrity (f) Rosemarie B. Greco (g) James G. Kaiser (h) Robert D. Kennedy (i) Richard H. Lenny (j) Norman S. Matthews (k) R. Anderson Pew (l) G. Jackson Ratcliffe (m) Alexander B. Trowbridge (3) Benefits payable to former directors of the Company (or their beneficiaries) in pay status as of the date of termination of the Sunoco, Inc. Non-Employee Directors' Retirement Plan.