Table of Contents

Section I
Overview . . . . . 3
Advantages of ERA . . . . 4
Why We Have an ERA Program . . 4
Who Is Covered? . . . . 5
What Issues Are Covered? . . . 5
What Issues Are Not Covered? . . 6
Phases at a Glance . . . . 6
The Open Door Phase . . . 7
The Internal Conference Phase . . 8
The Mediation Phase . . . . 9
Confidentiality . . . . . 10
The Arbitration Phase . . . . 10
The Role of Lawyers . . . . 11
Who Are the Arbitrators and Mediators? . 11

Section II
ERA Rules and Procedures . . . 12
Severability . . . . . 17

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SECTION I – Overview
Sunoco, Inc. (the Company)¹ is committed to administering its employment policies fairly and
treating all employees with respect and dignity. It is our goal to maintain a workplace where
employees can work and advance to their fullest potential. Nevertheless, and despite our best
efforts, situations occasionally arise where an employee disagrees with the implementation,
application or enforcement of Company practices or rules as they may pertain to an employee’s
specific circumstances. Situations may develop where an employee believes that he or she has
suffered discrimination or harassment in the workplace. This adversely affects his or her
productivity and his or her relationships with coworkers and supervisors.

In such situations, the Company encourages employees to turn to their supervisors or to a higher
level of management for prompt resolution of issues or claims. In addition to the Company’s
“Open Door” philosophy, the company has adopted the Employee Resolution in Action (ERA)
Program. This procedure is applicable to all non-represented employees, both hourly and
salaried, and all eligible former employees.

If an employee and his or her supervisor are unable to resolve a job related problem informally,
subsequent steps of the program allow the problem to be taken directly and progressively to
higher levels of management. If the problem is not resolved to the employee’s satisfaction
internally, and the issue involves legally protected rights, there are phases for outside mediation
and mandatory arbitration.

Any information regarding an employee issue will, to the greatest extent practicable under the
circumstances, be held in strict confidence. Managers and other members of management who
investigate a problem will discuss it only with those individuals who have a “need to-know” or
those who are needed to supply the necessary background information.

If you believe you have been subjected to harassment or discrimination, or if for any reason you
wish to bypass a particular supervisory person, a more confidential procedure is available to you.
Please call your Human Resource Representative or the Employee Hotline at
1-800-228-5687 for assistance.

No retaliation will result from any use of any part of the ERA Program. This program is not
intended to create an employment contract for any length of time, and will in no way alter the “at
will” status of employment.

The ERA Program, may be revoked or revised, by the Company, upon notice to you.

If a job seeker chooses to become an applicant, or if an employee or applicant accepts

employment or continues his or her employment with the Company, after the effective
date of the ERA Program, the applicant or the employee and the Company agree to all
provisions of the ERA Program. This includes the requirement that any legal issue not
resolved through the Open Door Phase, the Internal Conference Phase or the Mediation
Phase be submitted to final and binding arbitration rather than through the courts or to a
jury. This agreement covers any workplace matter including claims of discrimination
based on race, national origin, ancestry, gender, religion, age or disability under any
federal, state, or local civil rights statute.

¹Any reference in this ERA Program to "the Company" will be a reference to Sunoco, Inc. it's subsidiaries,
affilates and all other related entities (but excluding Sunoco Partners LLC and it's subsidiaries), its directors,
officers, employees, agents, benefit plans, the benefit plans' sponsors, fiduciaries, administrators, and all
successors and assigns of any of them in any capacity.

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Advantages of the ERA Program

If you have a work-related problem that cannot be resolved on your own, or if you are responsible
for handling or responding to employee concerns and would like assistance, we have a program
that will help. It is called the Employee Resolution in Action (ERA) Program. Its purpose is to
provide you with an enhanced process for discussing and settling almost every kind of workplace
conflict from minor, everyday misunderstandings to violations of legally protected rights. The ERA
Program offers many advantages. In particular, it allows you and the Company to resolve
differences in ways that are:

■ CONSTRUCTIVE - protecting work relationships and reputations;

■ QUICK - taking days, weeks or months, instead of years;

■ CONFIDENTIAL - respecting your privacy and the privacy of others;

■ SIMPLE - resolving problems at the lowest possible level of involvement;

■ REALISTIC - recognizing that different people and different problems require different
solutions;

■ INEXPENSIVE - avoiding or holding down attorneys’ fees or legal expenses; and

■ FAIR - providing several phases for resolving problems objectively, using an

independent, neutral third party - a trained mediator or arbitrator - if one is needed.

When conflicts are dealt with appropriately, we can increase understanding among everyone
involved, reduce workplace tension, open up communication, and enhance teamwork. Our goal is
to resolve disagreements when they first occur.

Please read this document carefully and keep it as a reference.

___________________________________________

Why We Have an ERA Program

A better way to handle issues

The ERA Program is modeled after several programs that have been adopted by other major
employers and has proven effective in resolving concerns and issues more quickly, conveniently,
and cost effectively.

No retaliation
It is good business to have an environment where employees can resolve problems, and it is the
only way the ERA Program can be truly effective. When you exercise your rights under the ERA
Program, retaliation is not allowed. You have every right to be heard and to expect that your issue
will be resolved. Senior management fully supports this policy of no retaliation. It helps protect
your work relationship and your reputation.

Protection of your legal rights

The ERA Program provides protection of your legal rights such as prohibitions against
discrimination and harassment and protection of all other rights covered by federal, state or local
law. We take complaints about violations of your rights very seriously, so we designed the ERA
Program to allow such complaints to be resolved more quickly and cost effectively than if you
were to resolve them through the judicial system.

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Why We Have an ERA Program (continued)
The ERA Program applies to relief you may seek personally through the courts for a work-place
issue. You are still free to consult the appropriate local and/or state Human or Civil Rights
Commission, the EEOC, or any other government regulatory agency regarding your work-place
problem. The Statute of Limitations or any time limits for filing a complaint or a charge with the
above listed agencies will not stop while you are participating in the employer provided program.
Of course, we hope you’ll feel the ERA Program is so effective; you won’t need to go anywhere
else.

___________________________________________

Who Is Covered?

All applicants as well as non-represented employees and eligible former employees (ex-
employees that were employed by the Company while the program was in effect) are covered
under the ERA Program.

Any reference in this ERA Program to the “Company” will be a reference to, Sunoco, Inc., it's
subsidiaries, affiliates and all other related entities (but excluding Sunoco Partners LLC and it's
subsidiaries), its directors, officers, employees, agents, benefit plans, the benefit plans’ sponsors,
fiduciaries, administrators, and all successors and assigns of any of them in any capacity.

Any reference in this ERA Program to “you” or to “employee” or “employees” will be a reference
to you, your successors and assigns, heirs, executors, administrators, legal representatives, and
agents.

_________________________________________

What Issues Are Covered?

The following list is not all-inclusive, but is representative of the types of issues covered:

Non-legal Issues
Interpersonal working relationships and problems, questions of authority, and administration of
Company policy.

Legal Issues
Matters relating to discrimination, harassment, and unlawful forms of retaliation, intentional
infliction of emotional distress, wages, civil actions, and breach of contract.

The ERA Program covers all issues or controversies arising out of your employment or
termination (except Workers’ Compensation or Unemployment Compensation claims) that the

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What Issues Are Covered? (continued)

Company may have against an employee or that an employee may have against the Company,
including but not limited to claims for wage and other compensation; claims for breach of any
contract or covenant (expressed or implied); tort claims; claims for statutory discrimination
(including but not limited to race, color, sex, sexual orientation or preference, religion, national
origin, ancestry, age, marital status, handicap or disability, veteran or citizenship status); claims of
harassment; and claims for violation of any Company policy or practice, or of any federal, state or
other governmental law, statute, regulation or ordinance.

The ERA Program is available to you if you disagree with the specific implementation, application
or enforcement of any of the Company’s practices or rules to your situation, or if you have a job-
related problem pertaining to a coworker.

__________________________________________

What Issues Are Not Covered?

This program does not cover:

■ Workers’ Compensation Claims

■ Unemployment Compensation Benefit Claims

■ Insurance Claims

■ Claims that seek to establish, modify or object to Company personnel or employment

policies (unless a legally protected right is involved)

■ Claims against an individual manager that do not involve conduct within the scope of
the manager’s employment

■ Claims concerning issues of medical care or treatment under Company medical

insurance plans

___________________________________________

Phases at a Glance

The ERA Program has four phases that range from internal, quick ways to resolve issues to
external methods that are more formal and take more time. You must proceed consecutively
through each phase of the process.

■ The Open Door Phase is the first step in the ERA Program. It provides immediate
access to the chain of command beginning with your supervisor and then to the next
level of management. You also may call your Human Resources Representative to
discuss your issue or concern.

■ The Internal Conference Phase is available if your issue is not resolved through the

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Phases at a Glance (continued)

Open Door Phase. It provides a setting for you to discuss your concerns with the ERA
Program Administrator. You might resolve the issue at this level, or you may elect to
return to the Open Door Phase. You and the other person(s) involved might decide you
want a neutral person to help you find a mutually agreeable solution through mediation
or arbitration if your issue concerns a legally protected right.

If an employee has made an allegation related to claims protected by any federal, state or local
employment law, the EEO/Legal Department will conduct an investigation. At the conclusion of
the investigation, the employee will be informed of the findings and resolution to the complaint. If
the employee wishes to continue the ERA Program process after the internal investigation has
been concluded, he or she can initiate the next phase, Mediation.

■ The Mediation Phase gives you the opportunity to resolve your problem with
assistance from a trained, independent mediator from outside the Company. The
mediator makes suggestions for resolution, but does not decide how you will resolve
the issue. The decision on the resolution of the issue is up to you and the Company.
The ERA Program uses professional mediators provided through the American
Arbitration Association (AAA) and the Dispute Resolution Institute (DRI). For some
people, simply presenting their case to someone outside of the Company is all that is
needed to resolve their issue.

■ The Arbitration Phase is a process in which you and the Company present your issue
to a neutral third party, an arbitrator, for a final and binding decision. The arbitrator
makes a decision after both sides present their arguments. The arbitrator may grant
any remedy or relief that he or she deems just and equitable, including any remedy or
relief that would have been available had the matter been heard in a court of competent
jurisdiction.

__________________________________________

The Open Door Phase

The Open Door Phase offers you a variety of ways in which you can resolve your problem. The
Open Door Phase is a process that will allow you to talk to your supervisor or to the next level of
management without fear of retaliation. Although you are encouraged to solve your problem at
the lowest possible level, you may take it to the next level of management.

Who can I talk to if I have a concern?

At the Company, you are free to raise a concern with management or your HR Representative.
That’s the Open Door approach.

Immediate Supervisor - You are encouraged to resolve issues with your immediate supervisor
whenever possible. Because this person is closer to your situation, he or she may already be
aware of the problem, or may be in a position to offer a new perspective or some new facts that
may be helpful to you. If you are uncomfortable going to your immediate supervisor, you may
immediately take the issue to the next level of management.

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The Open Door Phase (continued)
Higher Level of Supervision - If your concern was not resolved with your immediate supervisor
and you feel your concern requires further resolution, you can discuss your issue with the next
level of supervision to solve the problem. At this level, a representative from HR will be asked to
participate in the process, if he or she is not already involved.

Human Resources Representative - At any time, you may elect to contact your Human
Resources Department (See Corporate intranet under Access HR, for Human Resource list) for
advice or assistance, and/or to conduct an investigation. These individuals have many years of
experience in helping employees deal with a variety of workplace problems.

Calling the Employee Hotline - You may call the Employee Hotline at 1-800-228-5687 to report
your concern at any time.

Key Reasons To Use the Open Door Phase

■ Solves problems quickly
■ Has Management’s commitment and support
■ Provides early on-site resolution of problems
■ Gives you instant support
■ Gets your questions answered
■ Is convenient
■ Is confidential
■ Provides a personal and direct way to address issues
■ Helps you help yourself
■ Forbids retaliation
__________________________________________
The Internal Conference Phase

The Internal Conference phase of the program will allow you to talk with someone from the
Program about your concern and participate in a process for resolving it. The Internal Conference
may be conducted in person or by telephone with either the ERA Program Administrator or a
member of the ERA Program staff. The goal of the Internal Conference Phase is to resolve the
issue or help everyone involved agree on a way to resolve it. The resolution process may include
one of the following:

Continue through the Open Door Phase.

Once at the Conference, you may agree that the best way to resolve your concern is to loop back
to the chain of command or to Human Resources.

Seek an Informal Resolution.

The ERA Program Administrator can provide informal assistance by providing a neutral,
facilitated meeting with all parties to try to resolve your issue. You and the Company may agree
to try to resolve your issue at the Internal Conference with a member of the ERA Program staff,
who is experienced in employee matters. An ERA Program representative will listen objectively to
both sides and try to help resolve the issue. This process may involve further investigation of the
matter before the matter can be resolved. You may contact the ERA Program Administrator at
215-977-6759 or 1-800-777-6444, box 6759.

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The Internal Conference Phase (continued)

Key Advantages of the Internal Conference Phase

■ Provides a neutral party to help settle the matter
■ Gives all parties involved a choice in how they resolve the issue
__________________________________________
The Mediation Phase

If your issue is based on legally protected rights you may believe an external mediation is
necessary to resolve it. For many people, just presenting their case to someone outside the
Company who isn’t involved in the problem is all that is needed to resolve an issue. All external
issue resolution processes in the ERA Program use neutral parties provided through the
American Arbitration Association (AAA) or the Dispute Resolution Institute (DRI).

What Is Mediation?
Mediation is often the most straightforward and cost-effective method of examining and resolving
issues. It is a meeting at which a neutral third-party, called a mediator, helps you and the
Company come to an agreement of your own, based on the needs and interests of all concerned.
Mediation helps primarily by opening up communication and by coming up with solutions. In
mediation, there is no resolution unless all of the parties agree upon a solution. The mediator can
make suggestions, but you and the other party are responsible for resolving your issue.

Requesting Mediation
To request external mediation, contact the ERA Program Administrator at 1-215-977-6759 or 1-
800-777-6444, box 6759. The party requesting external mediation will choose the organization,
either AAA or DRI and bear the cost of the $50.00 processing fee. If the employee requests the
mediation and pays the $50.00 processing fee, the employee incurs no additional fees for the
mediation process. If the Company requests mediation, the employee incurs no fees for the
mediation process.

Typical Mediation Steps

1. When you or the Company request mediation, AAA or DRI will assign a professional
mediator who is located nearest you.

2. The employee and a Company representative will meet with the mediator, who will
guide the discussion and help work out the differences.

3. The mediator may meet separately and confidentially with the employee and with the
Company representative to develop a better understanding of the problem to help
with the resolution.

Mediation is usually successful in helping to reach a settlement. If it is not successful, the

employee or the Company may wish to take the matter to arbitration for a final and binding
decision.

Key Advantages of Mediation

■ Allows both sides to share their views
■ Provides a neutral third-party perspective
■ Helps separate emotions from facts
■ Promotes discussion of creative solutions
■ Empowers employees to resolve issues
■ Offers an opportunity for win/win solutions

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Confidentiality

All information shared and statements made during the Internal Conference and the Mediation
are Confidential and solely for purposes of resolving the issue. Such information and statements
will not be admissible as evidence in the Arbitration.

___________________________________________

The Arbitration Phase

You are required to first proceed through the first three phases since the ERA Program is
designed to maximize the possibility of resolution prior to arbitration. Any legal issue not resolved
through the Open Door Phase, the Internal Conference Phase or the Mediation Phase must be
submitted to final and binding arbitration rather than through the courts or to a jury. All external
issue resolution processes in this program use neutral parties provided through the American
Arbitration Association (AAA), and the Dispute Resolution Institute (DRI).

What Is Arbitration?
Arbitration is a process in which an issue is presented to an outside neutral third party, the
arbitrator, for a final and binding decision. The arbitrator makes this decision after both sides
present their arguments at the arbitration hearing. There is no jury.

The neutral third party runs the proceedings, which are held privately. Though arbitration is much
less formal than a court trial, it is an orderly proceeding, governed by rules of procedure and legal
standards of conduct.

Requesting Arbitration
To request external arbitration your request must be in writing and sent to the ERA Program
Administrator either via e-mail to cemonaghan@sunocoinc.com, fax to 1.877.399.3622, or sent
directly to the ERA Program Administrator at Sunoco Inc., 1735 Market Street, Ste. LL, 14th Fl.,
Philadelphia PA 19103-7583. Once you have made this request, the Company is legally bound
to participate with you in arbitration. The employee incurs no additional fees for the arbitration
process.

Typical Arbitration Steps

1. Either you or the Company files a demand for arbitration with the external agency
chosen for the mediation.

2. Any other parties involved are notified.

3. The external agency offers a list of qualified arbitrator candidates.

4. Both you and the Company number the list of candidates in order of preference.

5. An arbitrator is selected, based on mutual preferences.

6. The agency arranges a hearing date at a convenient location.

7. At the hearing, testimony is given and documents are exchanged. Witnesses are
questioned and cross-examined.

10
The Arbitration Phase (continued)

8. The arbitrator issues a final and binding decision in writing.

9. Copies of the decision are sent to both you and the Company.

Key Advantages of Arbitration

■ Quick Resolution - You can expect a quick and final binding resolution of your issue or
claim (within months instead of years in the legal system). This benefits both parties.
■ Independent Third Party - You can benefit from the objectivity and experience of an
external neutral arbitrator.
■ Protect Your Rights - Arbitration can restore to you what you’ve lost. Under the terms
of the Program, an arbitrator can award you what you might seek through a court of law.

___________________________________________

The Role of Lawyers

You may consult with a lawyer or any other advisor of your choice at any time in the ERA
Program process, but they may not participate in the process until the Mediation phase. You are
not required to hire a lawyer; however, you are responsible for expenses and attorney fees that
you incur, except as stated in Section II Rules and Procedures, 6. Fees & Costs.

The Company has access to legal advice through its Law Department and outside lawyers. While
the Company will generally participate without a lawyer, we reserve the right to have legal
representation.

If either party chooses to be represented by a lawyer, the party being represented must notify the
other party and the mediator and/or arbitrator of the name and address of the designated
representative at least 30 days prior to the date set for the hearing or conference at which the
representative will first appear.

___________________________________________

Who Are the Arbitrators and Mediators?

Mediators and arbitrators are highly skilled, professional third parties who are neutral and whose
services are confidential.

The requesting party must pay a $50.00 fee to use an external resolution process. The Company
pays all additional fees of the mediation or arbitration agency. You are responsible for expenses
you elect to incur during the mediation or arbitration process, such as attorney fees or discovery
costs.

Both the Company and the employee will use The American Arbitration Association (AAA) or the
Dispute Resolution Institute (DRI). AAA and DRI offer a wide range of issue resolution services to
private individuals, businesses, associations, and all levels of government.

11
SECTION II - Rules & Procedures

1. Purpose and Construction

The ERA Program is designed to provide rules and procedures for the quick, fair, accessible and
inexpensive resolution of issues between the Company and the Company’s present and eligible
former employees and applicants for employment, related to or arising out of a current, former or
potential employment relationship with the Company. The ERA Program is intended to create an
exclusive procedural mechanism for the final resolution of all claims falling within its terms. It is
not intended either to abridge or enlarge substantive rights available under applicable law. The
ERA Program should be interpreted in accordance with these purposes.

These Rules and Procedures govern arbitration of matters involving legal rights and apply with
full force to all parties to the dispute.

__________________________________________________________________

2. Matters Subject to Arbitration

Except as otherwise limited herein, any and all employment-related legal disputes, controversies
or claims arising out of, or relating to an employee’s application or candidacy for employment,
employment or cessation of employment with the Company shall be settled exclusively by final
and binding arbitration before a neutral, third-party arbitrator selected in accordance with these
ERA Program Rules and Procedures. Arbitration shall apply to any and all such issues,
controversies or claims, whether asserted against the Company and/or against any employee,
officer, alleged agent, director or affiliate company.

All claims arising under federal, state or local statutory or common law shall be subject to
arbitration. By way of example, these claims include, but are not limited to, claims arising under
Title VII of the Civil Rights Act of 1964, Sections 1981 through 1988 of Title 42 of the United
States Code and all amendments thereto, including the amendments of the Civil Rights Act of
1991, the Employee Retirement Income Security Act of 1974 (“ERISA”), the Americans with
Disabilities Act of 1990 (“ADA”), the Age Discrimination in Employment Act of 1967 (“ADEA”), the
Older Workers Benefits Protection Act of 1990 (“OWBPA”), the Fair Labor Standards Act
(“FLSA”), the Occupational Safety and Health Act (“OSHA”), the Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”) and any and all claims under federal, state and local laws
against discrimination and any and all federal, state and local statutory or common law claims
whether contract or tort; including but not limited to, claims for malicious prosecution, wrongful
discharge, wrongful arrest/wrongful imprisonment, intentional/negligent infliction of emotional
distress or defamation.

Claims by employees for state employment insurance (e.g., unemployment compensation,

workers’ compensation, worker disability compensation) or under the National Labor Relations
Act shall not be subject to arbitration, nor are claims involving issues of medical care or treatment
under Company medical insurance plans covered or claims arising as a result of a change in
control.

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3. Contents of Notice, Time Limits and Statute of Limitations

If your issue concerning legally protected rights has not been resolved to your satisfaction, you
should request arbitration of your issue subject to the following requirements:

a) Request for arbitration must be in writing, signed by you, and sent to the ERA Program
Administrator either via e-mail to cemonaghan@sunocoinc.com, fax to 1.877.399.3622, or sent
directly to the ERA Program Administrator at Sunoco Inc., 1735 Market Street, Ste. LL, 14th Fl.
Philadelphia, PA 19103-7583. Your request should include the following information: your name;
job classification and department; home address and telephone number.

b) In any event, whichever party (Company or Employee) claims to be aggrieved must give
written notice of arbitration to the other within 365 calendar days of the date the party first had
knowledge of, or could reasonably have discovered, the facts or events giving rise to the claim;
otherwise, the claim shall be deemed conclusively resolved against that party unless there is an
applicable federal, state or local statute of limitations that provides more time to pursue the claim.

c) Employees will be given written notice of a Company claim against them, by mail at the last
address recorded.

d) The fees charged by the agency are substantially more than the $50.00 paid by the employee
at the Mediation Phase. The Company will pay all processing fees in excess of the $50.00.

e) If either party chooses to be represented by an attorney at any point after the initiation of the
mediation or arbitration procedure, that party must give the other party and the mediator or
arbitrator written notice. However, if the written notice is not received within thirty (30) calendar
days of the hearing or the employee’s deposition, then the hearing or deposition shall be
continued to a date not less than thirty (30) calendar days after the date of the receipt of the
written notice. The Company reserves the right to be represented by an attorney at any time
during the process. If the employee chooses to be represented by an attorney at any point in the
mediation or arbitration process, an attorney will represent the Company from that point until the
conclusion of the process.

f) Any legal issue not resolved through the Open Door Phase or the Internal Conference Phase
must be submitted to mediation before it is submitted to final and binding arbitration. After
mediation, rather than proceed through the courts or to a jury, arbitration is the final and binding
recourse for the resolution of any legal issue.

__________________________________________________________________

4. Selection of Arbitrator and Rules of Arbitration

Unless the employee and the Company mutually agree on another time or location, the arbitration
hearing shall take place at the offices of the arbitrator or Arbitration Service and shall be held
within ninety (90) days after submission of the written request for arbitration.

a) The arbitrator shall be a person with significant employment law experience, particularly in
dealing with issues involving statutory employment rights.

13
4. Selection of Arbitrator and Rules of Arbitration (continued)

b) The Company and the employee shall participate equally in the selection of an arbitrator.
Within twenty-one (21) calendar days after the Company receives the Arbitration Request, the
agency, chosen at the mediation phase, shall be asked to provide a panel of seven (7) neutral
arbitrators with experience deciding employment matters or the parties may mutually agree upon
an individual arbitrator. The Company and the employee then shall have the opportunity to review
the background of the arbitrators by examining the materials provided by the Arbitration Service.
Within seven (7) calendar days after the panel composition is received, the employee and the
Company each shall inform the Arbitration Service which arbitrators the parties find unacceptable
for deciding the issue. The Arbitration Service then will appoint an arbitrator from among the
named individuals the parties found acceptable. If all arbitrators on the first panel furnished by the
Arbitration Service are stricken by the parties as unacceptable for deciding the issue, the
Arbitration Service is authorized to furnish an additional panel, from which each party may strike
up to three (3) arbitrators. The Arbitration Service will then appoint an arbitrator from the
remaining names.

c) The arbitrator shall apply the substantive law of the state in which the employee’s job was
based when the facts giving rise to the claim arose, and/or federal law, as applicable to the
claim(s) asserted (hereinafter referred to as the “Applicable Law of the Jurisdiction”). The
arbitrator, and not any federal, state or local court, shall have exclusive authority to resolve any
matter relating to the interpretation, applicability, enforceability or formation of these Rules. The
aggrieved party has the burden of proving by a preponderance of the evidence, any claim
asserted pursuant to this ERA Program. The arbitration shall be final and binding upon the parties
for all purposes.

d) Either party, at its own expense, may arrange and pay for the cost of a court reporter to
provide a stenographic or other record of the proceedings. The other shall have the right to obtain
a copy of such record, at the reporter’s usual cost, from the reporter.

e) Either party may bring an action in any court of competent jurisdiction to compel arbitration or
to enforce an arbitration award under the program. Except as otherwise provided in the ERA
Program Rules and Procedures, neither the Company nor the employee shall initiate or prosecute
any lawsuit in any way related to any of the claims covered by the ERA Program.

f) Within thirty (30) days after the close of the arbitration hearing, the arbitrator shall issue an
award and explanatory opinion and will mail copies to the employee and to the ERA Program
Administrator.

g) The arbitrator may award any and all remedies, which would be available before a
governmental agency or in any court under the applicable law of the appropriate jurisdiction
applied by the arbitrator.

h) The results of the arbitration, unless otherwise agreed or ordered by the arbitrator on motion,
are confidential and may not be reported to or discussed with any news agency or legal publisher
or service, or with any person or entity not directly involved in the matter.
_____________________________________________________________________

5. Reasonable Discovery and Admissible Evidence

In order to balance the objectives of speedy and cost-efficient issue resolution with the need for
enough information to advance and/or defend the claim, there shall be adequate but limited pre-
trial discovery available to the Company and the employee and his or her representative
participating in arbitration, including employee access to his or her personnel file and to all
information reasonably relevant to the arbitration of the claims.

14
5. Reasonable Discovery and Admissible Evidence (continued)

a) At least forty-five (45) days before the arbitration hearing, each party will provide the other with
a list of documents and the names and addresses of witnesses, including experts, if any, upon
which either party intends to rely, and will permit reasonable access to those documents and
individuals relevant to the claims. Each side shall be permitted to take two fact and one expert
witness deposition as a matter of right.

b) Additional discovery shall be available upon application and order from the arbitrator, based
upon a showing of substantial need.

c) All discovery is to be completed at least twenty (20) calendar days before the date set for the
hearing. In addition, at the completion of discovery, each party must then, within ten (10) days,
supplement its list of witnesses and exhibits, if necessary. If any exhibit or document was not
previously produced to the other party, a copy of it also must be produced at this time.

d) The employee and the Company shall have the right to subpoena witnesses and documents to
be produced at the arbitration hearing. The parties may offer all relevant, non-privileged evidence
as determined by the arbitrator, who shall be guided by the Federal Rules of Evidence in
determining admissibility. All testimony, whether oral or by Affidavit, will be given under oath.

e) All privileges recognized by law (for example, inter-spousal, attorney- client or attorney work-
product, clergy-penitent or doctor-patient) will be fully applicable.

f) The arbitrator shall decide all evidentiary matters and matters relating to discovery. Such
decisions will be final and binding upon the parties. The arbitrator shall be guided by the Federal
Rules of Evidence and the Federal Rules of Civil Procedure pertaining to discovery in making
such determinations.

_____________________________________________________________________

6. Fees & Costs

Any filing fees of the agency, as well as all fees and incidental expenses of the arbitrator, shall be
paid entirely by the Company unless the employee requests a different arrangement.

The employee may request that the Company produce other Company employees to appear and
testify before the arbitrator as witnesses. Neither you nor other Company employees will lose pay
for regular time lost from work to participate in or testify at a hearing, provided arrangements have
been made in advance with the Human Resources Department.

Parties must arrange for and pay for any other persons (not employees of the Company at the
time of the Arbitration) whom they wish to testify at the hearing. A party who is properly notified of
the schedule for his or her deposition and who fails to appear will be liable to the other party for
the reasonable costs incurred by the other party in setting up the deposition.

The fees and expenses of experts, consultants, and others retained or consulted by a party shall
be borne by the party utilizing those services.

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6. Fees & Costs (continued)

While each party is responsible for expenses of experts, consultants, and others retained or
consulted, employees who were active at the time the ERA Program became effective, will be
eligible to receive a one-time reimbursement of up to one thousand dollars ($1,000.00) for the
employee’s attorney’s fees incurred at the mediation or arbitration phase.

Any party may be represented by counsel or by any other authorized representative; however,
except as described above, each party shall pay for its own costs, witness’ and attorneys’ fees, if
any.

_____________________________________________________________________

7. Additional Remedies

The arbitrator shall have the authority to assess an appropriate sanction, including payment of a
party’s legal fees and the costs of Arbitration and other penalties consistent with the applicable
law of the jurisdiction applied by the arbitrator, in the event the arbitrator finds the claim or
defenses were not well-grounded in fact, were not warranted by existing law or were asserted for
an improper purpose, such as harassment or retaliation.

_____________________________________________________________________

8. Preclusive Effect and Bar to Other Proceedings

The ERA Program and its Rules and Procedures preclude litigation or re-litigation in any federal,
state or local court by either the Company or its employees of any claim that has been, is being,
will be, or could or should have been arbitrated under the ERA Program. For matters that should
be arbitrated under the ERA Program, the Company and its employees are barred from the
recovery of, or right to share in, payments of any amounts of money in any government agency or
court action or proceeding. This includes, without limitation, back pay, front pay, or other
damages, penalties, costs, expenses and attorneys’ or other fees. The Company or its
employees may be entitled to recover money in actions to compel arbitration or to enforce an
Arbitrator’s award under this ERA Program. Once the claim has reached the arbitration phase,
the right to recover or share in the payments described in this ERA Program is limited by the
availability of all legal remedies at arbitration.

Failure on the part of the employee to exhaust the Arbitration Phase under the the Company ERA
Program within the time limits specified shall be a complete defense to Company liability on any
claim in any court of law.
_____________________________________________________________________

9. Settlement

The parties may settle their dispute at any time.

_____________________________________________________________________

10. Enforceability

Any award rendered pursuant to the ERA Program shall be enforceable and subject to the
Federal Arbitration Act, 9 U.S. Section 1, et seq., and the Uniform Arbitration Act of Pennsylvania,
42 Pa. C.S.A. Section 7301 et seq., regardless of the state in which the arbitration is held or the
substantive law applied in the arbitration.

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11. Appeal Rights

The award rendered by the arbitrator shall be final and binding as to both the employee and the
Company. Either party may appeal the arbitrator’s decision to a court in accordance with the
appeal procedures of the Federal Arbitration Act, 9 U.S.C. Section 1 et seq., or the Uniform
Arbitration Act of Pennsylvania, 42 Pa. C.S.A. Section 7301, et seq.

_____________________________________________________________________

12. Sole and Entire Statement of Procedure

This is the Company’s complete procedure on the subject of arbitration of issues and supersedes
any prior or current oral or written understanding on the subject. Neither party may rely on any
representations, oral or written, on the subject of the effect, enforceability or meaning of this
Procedure, except as specifically set forth in this Procedure.

_____________________________________________________________________

13. Requirements for Modification or Revocation

This Arbitration Agreement can only be revoked or modified by a writing signed by the Company
that specifically states an intent to revoke or modify the application of this Procedure and gives at
least thirty (30) days written notice of the change. This Arbitration Agreement shall survive the
termination of employment.

_____________________________________________________________________

Severability
If any provision of the ERA Program or its Rules and Procedures is adjudged to be void or
otherwise unenforceable, in whole or in part, such judgment shall not affect the validity of the
remainder of the ERA Program or its Rules and Procedures.

8/08

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