<PAGE>

                                                                    Exhibit 10.5

================================================================================

                                 SUNOCO, INC.


                          DEFERRED COMPENSATION PLAN


                 (Amended and Restated as of February 2, 2000)

================================================================================

                                       1
<PAGE>

                                   ARTICLE I

                                  Definitions

     1.1  Cash Unit - shall mean the entry in a Deferred Compensation Account of
a credit equal to One Dollar ($1.00).

     1.2  Change in Control - shall mean the occurrence of any of the
following events or transactions:

          (a)  Continuing Directors cease, within one year of a Control
     Transaction, to constitute a majority of the Board of Directors of Sunoco,
     Inc. (or of the Board of Directors of any successor to Sunoco, Inc. or to
     all or substantially all of its assets), or

          (b)  any entity, person or Group acquires shares of Sunoco, Inc. in a
     transaction or series of transactions that result in such entity, person or
     Group directly or indirectly owning beneficially more than twenty percent
     (20%) of the outstanding voting shares.

     1.3  Committee - shall mean the Compensation Committee of the Board of
Directors of Sunoco, Inc.

     1.4 Company - shall mean Sunoco, Inc., a Pennsylvania corporation. The term
"Company" shall include any successor to Sunoco, Inc., any subsidiary or
affiliate which has adopted the Plan, or a corporation succeeding to the
business of Sunoco, Inc., or any subsidiary or affiliate by merger,
consolidation, liquidation or purchase of assets or stock or similar
transaction.

     1.5  Continuing Director - shall mean a Director who was a member of
the Board of Directors immediately prior to a Control Transaction which results
in a Change in Control.

     1.6  Control Transaction - shall mean any of the following transactions
or any combination thereof:

          (a)  any tender offer for or acquisition of capital stock of Sunoco,
     Inc.;

          (b)  any merger, consolidation, or sale of all or substantially all of
     the assets of Sunoco, Inc.; or

          (c)  the submission of a nominee or nominees for the position of
     director of Sunoco, Inc. by a shareholder or a group of shareholders in a
     proxy solicitation or otherwise.

     1.7  Deferred Bonus Account - shall mean, with respect to any Participant,
the total amount of the Company's liability for payment of deferred compensation
to the Participant under this Plan, including any accumulated Interest
Equivalents and/or Dividend Equivalents.

     1.8  Dividend Equivalent - shall mean the entry in a Participant's
Deferred Bonus Account of a dividend credit with respect to a Share Unit, each
Dividend Equivalent being equal to the dividend paid from time to time on a
Share.

                                       2
<PAGE>

     1.9  Executive Resource Employee - shall mean any individual employed
by the Company who has been designated by the Company as a member of the
Company's executive resources group. Generally such group shall include
employees in Grades 14-20 and all employees subject to Section 16 of the
Securities Exchange Act of 1934, as amended.

     1.10 Group - shall mean persons who act in concert as described in
Sections 13(d)(3) and/or 14(d)(2) of the Securities Exchange Act of 1934, as
amended.

     1.11 Incentive Plan - shall mean the Sunoco, Inc. Executive Incentive
Plan. The Incentive Plan provides that the Board of Directors may pay bonuses
annually, as additional compensation to such employees as the Board determines
have principally contributed to the profitability of the Company.

     1.12 Interest Equivalent - shall mean the entry in a Participant's
Deferred Bonus Account of an interest credit with respect to a Cash Unit,
compounded on the basis of the balance in the Participant's Deferred
Compensation Account, applying the interest factor approved by the Committee
each year for such purpose.

     1.13 Non-Cash Bonus - shall have the meaning set forth herein at
Section 4.1.

     1.14 Participant - shall mean any Executive Resource Employee who meets the
eligibility requirements of the Incentive Plan and who is participating in this
Plan.

     1.15 Permanent and Total Disability - shall mean, with respect to any
Participant, that such Participant is eligible to receive benefits under the
applicable long-term disability plan of such Participant's employer.

     1.16 Plan - shall mean the Deferred Compensation Plan set forth herein
and as it may be amended from time to time.

     1.17 Retirement - shall mean the date on which a Participant is retired in
accordance with the applicable retirement plan, program, or policy of such
Participant's employer.

     1.18 Share - shall mean a share of the Company's authorized voting Common
Stock ($1.00 par value per share) and any share or shares of stock of the
Company hereafter issued or issuable in substitution or exchange for each such
share, except for the Company's Series A Preference Stock.

     1.19 Share Unit - shall mean the entry in a Participant's Deferred Bonus
Account of a credit equal to one Share.

     1.20 Subsidiaries - shall mean corporations in which the Company, directly
or indirectly owns fifty percent (50%) or more of the outstanding voting stock.

                                       3
<PAGE>

                                   ARTICLE II

                         Background and Purpose of Plan

     2.1  Purpose.  The Company has established this Deferred Compensation Plan
to provide Executive Resource Employees who are participants in the Incentive
Plan with the option to irrevocably defer the receipt of all or a portion of the
bonus to which such participants would otherwise be entitled, subject to the
terms and conditions hereinafter set forth.

     2.2  Creation of Deferred Bonus Account.  Each of the following shall
be credited to a Deferred Bonus Account established by the Company for each
Participant:

          (a)  any bonus amounts voluntarily deferred by the Participant
     pursuant to Article III (Deferral of Bonuses by Participant) hereof; and/or

          (b)  any Non-Cash Bonus amounts deferred in the discretion of the
     Committee pursuant to Article IV (Deferral of Bonuses by Committee) hereof.

     Any bonus amounts voluntarily deferred by the Participant will be
credited to a Participant's Deferred Bonus Account in the form of Cash Units or
Share Units, in the discretion of the Participant, as set forth in the Plan.
The deferral of any Non-Cash Bonus amounts caused by action of the Committee
will be credited to a Participant's Deferred Bonus Account in the form of Cash
Units or Share Units as the Committee, in its sole discretion, may decide in
accordance with the Plan.

                                  ARTICLE III

                       Deferral of Bonuses by Participant

     3.1  Participant's Election to Defer.  A Participant voluntarily may
elect to defer, in the form of Cash Units or Share Units, all or a portion of
his or her bonus to be awarded under the Incentive Plan by filing a written
election with the Committee on forms prescribed by the Committee. Such election
must include the following:

          (a)  percentage of bonus to be deferred;

          (b)  the form of deferral, being either Cash Units, Share Units or a
     combination of the two and the percentage allocations of such;

          (c)  a designation of beneficiary as set forth in Article VI
     (Designation of Beneficiaries); and

          (d)  an irrevocable election of a method of payment as set forth in
     Section 3.10 hereof.

                                       4
<PAGE>

     Any such voluntary election by the Participant shall apply only to bonuses
for the year specified in the election.

     3.2  Amount of Deferral  The amount of bonus to be deferred in any year
shall be designated by the Participant as a percentage of such Participant's
bonus in multiples of five percent (5%) but shall not be less than ten percent
(10%).

     3.3  Time of Election.  A separate election to defer must be filed for
each year and must be received by the Company no later than forty-five (45) days
before the end of the year in which the bonus is earned. Any election by a
Participant with respect to a bonus in a given year will not preclude a
different action with respect to bonuses in subsequent years, consistent with
the provisions of this Article III with respect to the giving of notice of
deferral election.

     3.4  Crediting Share Units.  Share Units shall be credited to a
Participant's Deferred Bonus Account at the time the bonus otherwise would have
been paid had no election to defer been made. The number of Share Units to be
credited to the Deferred Bonus Account shall be determined by dividing the
portion of bonus to be deferred by the average closing price for Shares as
reported on the New York Stock Exchange-Composite Transactions for the ten (10)
day period prior to the day on which the bonus otherwise would have been paid.
Any fractional Share Units shall also be credited to a Participant's Deferred
Bonus Account. Share Units shall not entitle any person to the rights of a
shareholder.

     3.5  Crediting Dividend Equivalents.  For Share Units, the Company
shall credit the Participant's Deferred Bonus Account with Dividend Equivalents
being equal to the dividends declared on the Company's Shares. The crediting
shall occur as of the date on which said dividends are paid. The number of Share
Units to be credited to the Deferred Bonus Account shall be calculated by
dividing the Dividend Equivalents by the average closing price for Shares as
reported on the New York Stock Exchange-Composite Transactions for the period of
ten (10) trading days prior to the day on which the dividends are paid on the
Company's Shares. Any fractional Share Units shall also be credited to a
Participant's Deferred Bonus Account.

     3.6  Crediting Cash Units.  Cash Units shall be credited to a
Participant's Deferred Bonus Account at the time the bonus would otherwise have
been paid had no election to defer been made.

     3.7  Crediting Interest Equivalents.  For Cash Units credited to a
Participant's Deferred Bonus Account, the Company shall credit such
Participant's Deferred Bonus Account on a quarterly basis with an Interest
Equivalent.

     3.8  Share Unit Conversion.  Immediately upon termination of the
Participant's employment with the Company, and so prior to the commencement of
any payout or distribution of any amounts hereunder, the Participant may make a
one-time election to convert to Cash Units all or a portion of the balance of
Share Units in such Participant's Deferred Bonus Account. Any Share Units so
converted to Cash Units as a result of this one-time conversion election shall
be valued at the average closing price for Shares as reported on the New York
Stock Exchange - Composite Transactions for the ten (10) day period immediately
prior to such one-time conversion election.

                                       5
<PAGE>

     3.9  Time of Payment.  Except as provided in Article V ("Change in
Control") hereof, all payments of a Participant's Deferred Bonus Account shall
be made at, or shall commence on, the date selected by the Participant in
accordance with the terms of this Article III.

          (a)  Election of Benefit Commencement Date.  The date of payment or
     distribution must be irrevocably specified by the Participant in his or her
     written notice of election.  The Participant may elect to defer the receipt
     of all or a specified portion of such Participant's bonus to:

               (1)  the first day of any calendar year provided such date is
          at least six (6) months after the end of the quarter in which the
          bonus is earned; or

               (2)  the first day of the calendar year following the date of:

                    (i)   the Participant's retirement;

                    (ii)  final determination that the Participant has a
                          Permanent and Total Disability;

                    (iii) termination of the Participant's employment with the
                          Company;

                    (iv)  death of the Participant. Upon the death of a
                          Participant prior to the final payment of all amounts
                          credited to his or her Deferred Bonus Account, the
                          balance of the Deferred Bonus Account shall be paid in
                          accordance with Article VI ("Designation of
                          Beneficiaries") hereof, commencing on the first day of
                          the calendar year following the year of death.

     Notwithstanding the foregoing provisions of this Section 3.9, and except as
provided in Article V ("Change in Control") hereof, in no event shall any
payment or distribution be made within six (6) months of the bonus being earned
or awarded. The benefit commencement date may not be later than the third
calendar year following the date of: (i) Participant's retirement, or (ii)
termination of Participant's employment.

          (b)  Acceleration of Benefit Commencement Date Prior to Payment.  At
     any time prior to the commencement of any payment or distribution of a
     Participant's Deferred Bonus Account, such Participant may request in
     writing to accelerate the receipt of all or a specified portion of such
     deferred bonus amounts to the first day of any calendar year; provided,
     however, that such date is at least six (6) months after the end of the
     quarter in which the bonus is earned. Any such acceleration will be subject
     to a penalty equal to a five percent (5%) reduction in the balance of the
     Participant's Deferred Bonus Account, which shall be forfeited to the
     Company.

     3.10 Method of Payment.  A Participant in this portion of the Deferred
Compensation Plan shall have the option of:

          (a)  selecting a lump-sum payment;

                                       6
<PAGE>

          (b)  selecting a series of approximately equivalent annual
     installments (adjusted as necessary to reflect Dividend Equivalents and/or
     Interest Equivalents accrued during the installment payout period) in such
     number of installments as the Participant shall specify (not exceeding ten
     (10) installments); or

          (c)  not selecting a method of payment at the time the Form for
     Deferred Payment Election/Designation of Beneficiary is prepared. If the
     Participant does not select a method of payment, he or she must, at least
     twelve (12) months prior to the time the deferral amount is scheduled to be
     paid, notify the Company as to the specific method of payment which will be
     either in a lump sum or in approximately equivalent annual installments.
     Failure to provide appropriate notification to the Company will result in a
     lump sum payment on the deferral payment date.

     Participant shall receive in cash all deferred compensation credited to
such Participant's Deferred Compensation Account. Share Units credited to the
Participant's Deferred Compensation Account shall be valued at the average
closing price for Shares as reported on the New York Stock Exchange-Composite
Transactions for the ten (10) day period prior to each new calendar year.

     3.11 Subsequent Change in Method of Payment Election.

          (a)  Change in Method of Payment Prior to Commencement of Distribution
     or Payment. With the approval of the Committee, and at any time not later
     than twelve (12) months prior to the commencement of any payment or
     distribution of the amounts credited to the Participant's Deferred Bonus
     Account, a Participant in this portion of the Plan may file a written
     request with regard to the method of payment (i.e., a series of
     installments versus lump-sum payout), on a form prescribed by the
     Committee, which will revoke all such earlier or prior elections with
     regard to the method of payment (i.e., a series of installments versus
     lump-sum payout), and such new choice as to method of payment will be
     applied both to amounts previously credited to the Participant's current
     Deferred Bonus Account balance, as well as to amounts to be credited to
     such Deferred Bonus Account balance prospectively. Any such new or
     subsequent election that is made less than twelve (12) months prior to the
     commencement of any payment or distribution of the amounts credited to the
     Participant's Deferred Bonus Account, will be null and void, and the
     Participant's next preceding timely election will be reinstated.

          (b)  Change in Method of Payment Following Commencement of
     Distribution or Payment. After payment or distribution of amounts credited
     to the Participant's Deferred Bonus Account has commenced, the Participant
     may not change the period of time for which such amounts are payable.
     However the Participant may convert installment payments to a lump sum
     distribution subject to a penalty equal to a five percent (5%) reduction in
     the balance of the Participant's Deferred Bonus Account, which shall be
     forfeited to the Company.

     3.12 Hardship Distribution.  Participant may request a modification in the
payment terms hereunder only in the event of severe financial hardship and only
to the extent reasonably necessary to eliminate the hardship. Such request shall
specify in detail the grounds for the requested modification and shall be
referred to the Committee. A qualifying severe financial

                                       7
<PAGE>

hardship must be caused by accident, illness, or event beyond the control of the
Participant. The decision of the Committee with respect to the requested
modification shall be solely at the discretion of the Committee and in
accordance with its evaluation of the exigencies of the situation. Such decision
shall be binding on the Company and Participant.

                                   ARTICLE IV

                        Deferral of Bonuses by Committee

     4.1  Committee's Election to Defer.  Each year in conjunction with the
award of any bonus to the Participant, the Committee, in its sole discretion,
may cause to be credited to a Participant's Deferred Bonus Account in the form
of either Cash Units or Share Units, a specified dollar amount representing all
or a portion of such Participant's bonus for that year (the "Non-Cash Bonus").

     4.2  Crediting Share Units.  Share Units shall be credited to a
Participant's Deferred Bonus Account at the time the bonus would otherwise have
been paid had no Committee action to defer been taken. The number of Share Units
credited to the Participant's Deferred Bonus Account shall be determined by
dividing the Non-Cash Bonus by the average closing price for Shares as reported
on the New York Stock Exchange-Composite Transactions for the ten (10) day
period prior to the date such bonus otherwise would have been paid had no
Committee action been taken. Any fractional Share Units shall also be credited
to such Participant's Deferred Bonus Account. Share Units shall not entitle any
person to the rights of a stockholder.

     4.3  Crediting Dividend Equivalents.  The Company shall credit the
Participant's Deferred Bonus Account with Dividend Equivalents being equal to
the dividends declared on the Company's Shares. The crediting shall occur as of
the date on which said dividends are paid. The number of Share Units to be
credited to the Deferred Bonus Account shall be calculated by dividing the
Dividend Equivalents by the average closing price for Shares as reported on the
New York Stock Exchange-Composite Transactions for the period of ten (10)
trading days prior to the day on which the dividends are paid on the Company's
Shares. Any fractional Share Units shall also be credited to a Participant's
Deferred Bonus Account.

     4.4  Crediting Cash Units.  Cash Units shall be credited to a Participant's
Deferred Bonus Account at the time the bonus otherwise would have been paid had
no Committee action to defer been taken.

     4.5  Crediting Interest Equivalents.  For Cash Units credited to a
Participant's Deferred Bonus Account, the Company shall credit such
Participant's Deferred Bonus Account on a quarterly basis with an Interest
Equivalent.

     4.6  Share Unit Conversion.  Immediately upon termination of the
Participant's employment with the Company, and so prior to the commencement of
any payout or distribution of any amounts hereunder, the Participant may make a
one-time election to convert to Cash Units all or a portion of the balance of
Share Units in such Participant's Deferred Bonus Account.  Any Share Units so
converted to Cash Units as a result of this one-time conversion election shall
be valued at the average closing price for Shares as reported on the New York
Stock Exchange - Composite Transactions for the ten (10) day period immediately
prior to such one-time conversion election.

                                       8
<PAGE>

     4.7  Time of Payment.

          (a)  Benefit Commencement Date Specified by Committee.  The Committee
     will specify in writing its election of the earliest date of payment or
     distribution, and such election shall remain effective until revoked in
     writing by the Committee. If the Committee elects a new date with regard to
     payment or distribution, such election will apply only prospectively to any
     additional Share Units and/or Cash Units to be credited to such
     Participant's Deferred Bonus Account by Committee action in accordance with
     this Article IV. If the Committee fails to designate a time of payment,
     payment shall commence on the first day of the calendar year following the
     termination of such Participant's employment. Notwithstanding the foregoing
     provisions of this Section 4.7, in no event, however, shall the payment
     date be later than the third calendar year following the date of: (i)
     Participant's retirement, or (ii) termination of Participant's employment.

          (b)  Acceleration of Benefit Commencement Date Prior to Payment.  At
     any time prior to the commencement of any payment or distribution of a
     Participant's Deferred Bonus Account, such Participant may request in
     writing to accelerate the receipt of all or a specified portion of such
     deferred bonus amounts to the first day of any calendar year; provided,
     however, that such date is at least six (6) months after the end of the
     quarter in which the bonus is earned. Any such acceleration will be subject
     to a penalty equal to a five percent (5%) reduction in the balance of the
     Participant's Deferred Bonus Account, which shall be forfeited to the
     Company.

     4.8  Method of Payment.  The Participant must select a method of payment at
least twelve (12) months prior to the time the deferral amount is scheduled to
be paid, by notifying the Company as to whether the method of payment will be
either:

          (a)  a lump sum payment; or

          (b)  a series of approximately equivalent annual installments
     (adjusted as necessary to reflect Dividend Equivalents accrued during the
     installment payout period), in such number of installments as the
     Participant shall specify (not exceeding ten (10) installments).

     If no election is made, payment or distribution of any amounts deferred by
Committee action pursuant to this Article IV (together with the Dividend
Equivalents and/or Interest Equivalents, as the case may be, accrued thereon)
shall be made in a single lump sum on the earliest payment date permitted by the
Committee as provided under Section 4.7 hereof. Share Units credited to the
Participant's Deferred Bonus Account shall be valued at the average closing
price for Shares as reported on the New York Stock Exchange-Composite
Transactions for the ten (10) day period prior to each new calendar year.

     4.9  Subsequent Change in Method of Payment Election.

          (a)  Change in Method of Payment Prior to Commencement of Distribution
     or Payment.  With the approval of the Committee, and at any time not later
     than twelve (12)

                                       9
<PAGE>

     months prior to the commencement of any payment or distribution of the
     amounts credited to the Participant's Deferred Bonus Account, a Participant
     in this portion of the Plan may file a written request with regard to the
     method of payment (i.e., a series of installments versus lump-sum payout),
     on a form prescribed by the Committee, which will revoke all such earlier
     or prior elections with regard to the method of payment (i.e., a series of
     installments versus lump-sum payout), and such new choice as to method of
     payment will be applied both to amounts previously credited to the
     Participant's current Deferred Bonus Account balance, as well as to amounts
     to be credited to such Deferred Bonus Account balance prospectively. Any
     such new or subsequent election that is made less than twelve (12) months
     prior to the commencement of any payment or distribution of the amounts
     credited to the Participant's Deferred Bonus Account, will be null and
     void, and the Participant's next preceding timely election will be
     reinstated.

          (b)  Change in Method of Payment Following Commencement of
     Distribution or Payment. After payment or distribution of amounts credited
     to the Participant's Deferred Bonus Account has commenced, the Participant
     may not change the period of time for which such amounts are payable.
     However the Participant may convert installment payments to a lump sum
     distribution subject to a penalty equal to a five percent (5%) reduction in
     the balance of the Participant's Deferred Bonus Account, which shall be
     forfeited to the Company.


                                   ARTICLE V

                               Change in Control

     5.1  Acceleration of Payment Upon Change in Control.  The terms of this
Section 5.1 shall immediately become operative, without further action or
consent by any person or entity, upon a Change in Control, and once operative
shall supersede and control over any other provisions of this Plan. Upon the
occurrence of a Change in Control, and for twelve (12) months thereafter, each
Participant, whether or not he or she is still an employee of the Company, shall
have the right to withdraw, in a single lump-sum cash payment, an amount equal
to ninety-five percent (95%) of the balance of such Participant's Deferred Bonus
Account, as of the valuation date immediately preceding the date of withdrawal;
provided, however, that if this option is exercised, such Participant will
forfeit to the Company the remaining five percent (5%) of the balance of each
such account (as of the valuation date immediately preceding the date of
withdrawal) from which the funds are withdrawn as a penalty. Payments under this
Section 5.1 shall be made as soon as practicable, but no later than thirty (30)
days after the Participant notifies the Company in writing that he/she is
exercising his/her right to withdraw pursuant to this Section 5.1.

     5.2  Amendment on or after Change in Control.  On or after a Change in
Control, no action, including by way of example and not of limitation, the
amendment, suspension or termination of the Plan, shall be taken which would
affect the rights of any Participant or the operation of this Plan with respect
to the balance in the Participant's Accounts.

     5.3  Attorney's Fees.  The Company shall pay all legal fees and related
expenses incurred by a Participant in seeking to obtain or enforce any payment,
benefit or right such Participant may be entitled to under the plan after a
Change in Control. The Participant shall reimburse the

                                       10
<PAGE>

Company for such fees and expenses at such time as a court of competent
jurisdiction, or another independent third party having similar authority,
determines that the Participant's claim was frivolously brought without
reasonable expectation of success on the merits thereof.

                                   ARTICLE VI

                          Designation of Beneficiaries

     The Participant shall name a beneficiary to receive any payments due such
Participant at the time of death, with the right to change such beneficiary at
any time.  In case of a failure of designation or the death of the designated
beneficiary without a designated successor, distribution shall be made to the
person or persons designated as beneficiary in the designation most recently
filed under the Sunoco, Inc. Capital Accumulation Plan, or if no such
designation has been made or the Participant is not participating in such plan,
the surviving spouse of a deceased Participant, or, if there is no surviving
spouse, the children of the Participant in equal shares (the share of any child
who predeceases the Participant to go in equal shares to the issue of such
deceased child), or if there is no surviving spouse, child, or issue of such
children, the estate of the Participant. No designation of beneficiaries shall
be valid unless in writing signed by the Participant, dated and filed with the
Company. Upon the Participant's death, any balance in the Participant's Deferred
Bonus Account is payable under the method elected by the Participant or in such
other manner as the Committee may determine in its sole discretion.

                                  ARTICLE VII

                                 Miscellaneous

     7.1  Source of Payments.  All payments of deferred bonuses shall be paid in
cash from the general funds of the Company and the Company shall be under no
obligation to segregate any assets in connection with the maintenance of the
Deferred Bonus Account, nor shall anything contained in this Plan nor any action
taken pursuant to the Plan create or be construed to create a trust of any kind,
or a fiduciary relationship between the Company and Participant. Title to the
beneficial ownership of any assets, whether cash or investments, which the
Company may designate to pay the amount credited to the Deferred Bonus Account
shall at all times remain in the Company and Participant shall not have any
property interest whatsoever in any specific assets of the Company.
Participant's interest in the Deferred Bonus Account shall be limited to the
right to receive payments pursuant to the terms of this Plan and such rights to
receive shall be no greater than the right of any other unsecured general
creditor of the Company.

     7.2  Nonalienation of Benefits.  Participant shall not have the right to
sell, assign, transfer or otherwise convey or encumber in whole or in part the
right to receive any payment under this Plan except in accordance with Article
VI (Designation of Beneficiaries) hereof.

     7.3  Acceptance of Terms.  The terms and conditions of this Plan shall be
binding upon the heirs, beneficiaries, and other successors in interest of
Participant to the same extent that said terms and conditions are binding upon
the Participant.  This Plan shall not be construed in any

                                       11
<PAGE>

way as an employment contract requiring the Company or Participant to continue
the employment relation.

     7.4  Administration of the Plan.  The Plan shall be administered by the
Committee which may make such rules and regulations and establish such
procedures for the administration of this Plan as it deems appropriate. In the
event of any dispute or disagreements as to the interpretation of this Plan or
of any rules, regulation, or procedure or as to any questioned right or
obligation arising from or related to this Plan, the decision of the Committee
shall be final and binding upon all persons.

     7.5  Adjustments for Changes in Capitalization.  The number of Share Units
in the Participant's Deferred Bonus Account shall be appropriately adjusted by
the Committee in the event of changes in the Company's outstanding common stock
by reason of a stock dividend or distribution, recapitalization, merger,
consolidation, split-up, combination, exchange of shares or the like, and such
adjustments shall be conclusive.

     7.6  Termination and Amendment.  The Plan may be terminated at any time by
the Board of Directors of Sunoco, Inc., and may be amended at any time by the
Committee provided, however, that no such amendment or termination shall
adversely affect the rights of Participants or their beneficiaries with respect
to amounts credited to Deferred Bonus Accounts prior to such amendment or
termination, without the written consent of the Participant.

     7.7  Notices.  To be effective, all notices, requests and demands to or
upon the Company or the Participant, as the case may be, shall be in writing, by
facsimile, by overnight courier or by registered or certified mail, postage
prepaid and return receipt requested, and shall be deemed to have been duly
given or made upon:

          (a)  delivery by hand;

          (b)  one business day after being sent by overnight courier;

          (c)  four business days after being deposited in the United States
     mail, postage prepaid; or

          (d)  in the case of transmission by facsimile, when confirmation of
     receipt is obtained.

     Such communications shall be addressed and directed as listed below (or to
such other address or recipient for a party as may be hereafter notified by such
party hereunder), to the Company or the Participant, respectively:

                                       12
<PAGE>

     If to the Company, to:

          SUNOCO, INC.
          Human Resources Department
          Ten Penn Center - 20th Floor
          1801 Market Street
          Philadelphia, PA 19103-1699
          Attn: Director, Compensation & Benefits
          FAX: (215) 246-8498
          Confirm: (215) 246-8392

     If to Participant, to:

          The most recent address for Participant appearing in the books and
          records of the Company.

     7.8  Construction.  The captions and headings used for the various Articles
and Sections of this Plan are for convenience of reference only and are not to
affect the construction hereof or be taken into consideration in the
interpretation hereof.

     7.9  Severability.  In the case of any one or more of the provisions
contained in this Plan shall be invalid, illegal, or unenforceable in any
respect the remaining provisions shall be construed in order to effectuate the
purposes hereof and the validity, legality, and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired
thereby.

     7.10 Governing Law.  This Plan shall be construed in accordance with and
governed by the laws of the Commonwealth of Pennsylvania.

                                       13