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                                                                    Exhibit 10.7

                                 SUNOCO, INC.
                           SAVINGS RESTORATION PLAN
                 (Amended and Restated as of February 3, 2000)


I.   STRUCTURE OF THE PLAN

     The Sunoco, Inc. Savings Restoration Plan ("Plan") is established for the
     purpose of providing for certain employees benefits which otherwise would
     be lost by reason of the restrictive provisions of Section 401(a)(17) and
     Section 415 of the Internal Revenue Code of 1986, as amended (the "Code")
     applicable to the Sunoco, Inc. Capital Accumulation Plan ("SunCAP").  This
     Plan is the result of the merger of the Sun Company, Inc. Savings
     Restoration Plan II ("Plan II") into the Plan, effective December 21, 1995.
     The provisions of the Plan and Plan II prior to the effective date of the
     merger will remain effective with regard to those contributions.

     This Plan is an unfunded plan maintained primarily for the purpose of
     providing deferred compensation for a select group of management or highly
     compensated employees within the meaning of Sections 3(36), 201(2),
     301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of
     1974.

II.  ADMINISTRATION OF THE PLAN

     The Plan Administrator (as this term is defined in SunCAP), or its
     delegate, ("Plan Administrator") shall administer the Plan. The Plan
     Administrator shall have full authority to determine all questions arising
     in connection with the Plan. The Plan Administrator will also interpret the
     Plan, adopt procedural rules, and may employ and rely on such legal
     counsel, such actuaries, such accountants and such agents as it may deem
     advisable to assist in the administration of the Plan. Decisions of the
     Plan Administrator shall be conclusive and binding on all persons.

III. PARTICIPATION IN THE PLAN

     The Plan Administrator shall select the employees eligible to participate
     in the Plan for the next succeeding calendar year from among the
     participants in SunCAP whose employing corporation participates in SunCAP
     and adopts this Plan (hereinafter referred to as a "participating employer"
     which term also includes Sunoco, Inc. (the "Company")).  The participants
     in SunCAP selected for participation in this Plan shall be those SunCAP
     participants that the Plan Administrator reasonably

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     believes will have compensation in excess of the limitations on
     compensation imposed under the terms of SunCAP by reason of Sections
     401(a)(17) of the Code (the "Compensation Cap") and/or will exceed the
     limitations on contributions imposed under the terms of SunCAP by reason of
     Section 415 of the Code ("Annual Additions Limit") during the succeeding
     calendar year.

IV.  BENEFITS PROVIDED UNDER THE PLAN

     1.   Participant Contributions

          A.   Compensation Cap Limitation. If a participant's Basic
               Contributions (as this term is defined in SunCAP) to SunCAP may
               be limited due to the imposition of the Compensation Cap, the
               participant may elect, before the beginning of the calendar year
               during which the participant is subject to the Compensation Cap,
               to contribute on a pretax basis to the participating employer by
               which the participant is employed, any remaining percentage of
               such Basic Contributions which the participant was otherwise
               prevented from making.

          B.   Annual Additions Limitation. If a participant's Basic
               Contributions to SunCAP may be limited due to the imposition of
               the Annual Additions Limit, the participant may elect, before the
               beginning of the calendar year during which the Annual Addition
               Limit is reached, to contribute on a pretax basis to the
               participating employer by which the participant is employed, any
               remaining percentage of such Basic Contributions which the
               participant was otherwise prevented from making.

          C.   Method of Making Participant Contributions. Participant
               contributions, as determined above, will be withheld from the
               compensation payable to the participant for services rendered to
               the participating employer after the date of the election and
               credited to a book account maintained for the participant by or
               on behalf of the participating employer as of the date such
               contributions would have been made to SunCAP. In determining the
               percentage of a participant's compensation to be contributed on a
               pretax basis under this Plan, no change in a participant's Basic
               Contributions during a calendar year for purposes of SunCAP shall
               be effective with respect to this Plan until the calendar year
               following the calendar year in which the change is made.
               Notwithstanding the foregoing, an election made by a participant
               under this Plan will be void if made after the beginning of the
               calendar

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               year to which the election relates or the participant reduces his
               Basic Contributions during the calendar year to which the
               election relates.

     2.   Participating Employer Contribution

          A participant's participating employer shall maintain, or cause to be
          maintained, a book account for such participant to which the
          participating employer shall credit an amount equal to the Matching
          Employer Contributions (as this term is defined in SunCAP) that the
          participating employer would have made on the participant's behalf to
          SunCAP had the participant's Basic Contributions continued to be made
          to SunCAP, instead of to the participating employer under this Plan.

     3.   Nonforfeitability of and Earnings on Book Accounts

          A.   Nonforfeitability. All amounts credited to book accounts on
               behalf of participants shall be nonforfeitable.

          B.   Earnings. Participant and participating employer contributions
               will be credited to book accounts as of the date such
               contributions would have been made to SunCAP. All amounts
               credited to book accounts shall be deemed to have been invested
               in Fund C established under SunCAP and such book accounts shall
               be revalued monthly as if they had been invested in Fund C,
               except as provided in the following sentence. Effective January
               1, 1996, all amounts credited to book accounts shall be deemed to
               have been invested in any of the Funds established under SunCAP,
               and may be transferred among the Funds, in accordance with the
               elections made by the participant under this Plan, pursuant to
               procedures and limitations in effect under SunCAP.

V.   DISTRIBUTIONS

     1.   Lump-Sum Distribution

          Each participating employer shall distribute to each participant in
          the Plan employed by it for whom it maintains book accounts or his
          beneficiary under SunCAP an amount in cash equal to 100% of the value
          of his book account(s) attributable to all participant contributions
          and employer contributions made for calendar years prior to 1996 (and
          investment earnings on such contributions), and attributable to all
          participant contributions and employer contributions for calendar
          years after 1995 (and investment

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          earnings on such contributions) for which an election has not been
          made pursuant to Section 2 of this Article V, upon the termination of
          employment of such participant under circumstances entitling him or
          his beneficiary to a distribution of the participant's interest in
          SunCAP whether or not a distribution is made at that time for SunCAP.

     2.   Ten-Year Certain Option

          Each participant may irrevocably elect, prior to the time a lump-sum
          distribution is required to be made pursuant to Section 1 of Article
          V, with respect to the value of the participant's book account(s)
          attributable to all participant contributions and employer
          contributions (and investment earnings on such contributions) for all
          years of the Plan, to waive the right to receive a lump-sum
          distribution of such contributions (and investment earnings on such
          contributions) (the "Ten-Year Certain Amounts") at termination of
          employment as provided in Section 1 of this Article V, and to receive
          a distribution of all Ten-Year Certain Amounts as determined under
          this Section 2.

          The Ten-Year Certain Amounts shall be distributed commencing no later
          than two months after the time lump-sum amounts are distributable
          pursuant to Section 1 of this Article V, in a series of annual
          distributions.  The participant will select the number (not to exceed
          ten) of such annual distributions.  The amount of each annual
          distribution shall be equal to the value of the account balance on the
          distribution date, divided by the number of annual distributions
          remaining as of the date the participant's account is valued for the
          annual distribution. The final annual distribution shall include 100%
          of the value of the participant's book account(s).

          Undistributed Ten-Year Certain Amounts shall remain credited to the
          participant's book account(s) and shall be deemed to be invested in
          accordance with the provisions of Section 3 of Article IV. In the
          event of the death of the participant prior to distribution of all
          Ten-Year Certain Amounts, any undistributed Ten-Year Certain Amounts
          shall be paid to the participant's beneficiary under SunCAP as soon as
          is administratively feasible.

     3.   Acceleration of Payment upon Change in Control

          A.   Right to Withdraw.

               The terms of this Section 3 of Article V shall immediately become
               operative, without further action or consent by any

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               person or entity, upon a Change in Control, and once operative
               shall supersede and control over any other provisions of this
               Plan. Upon a Change in Control, and for twelve (12) months
               thereafter, each participant, whether or not he 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 value of his book accounts under the Plan;
               provided, however, that if this option is exercised, such
               participant will forfeit to the Company the remaining five
               percent (5%) of the value of his book accounts as of the time of
               the withdrawal. Payments under this Section 3 shall be made as
               soon as practicable, but no later than 30 days after the
               participant notifies the Plan that he is exercising his right to
               withdraw.

               (i)  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 the
                    Plan with respect to all amounts credited to book accounts
                    on behalf of participants on the date of the Change in
                    Control.

               (ii) The Company shall pay all reasonable legal fees and related
                    expenses incurred by a participant in seeking to obtain or
                    enforce any payment, benefit or other right such participant
                    may be entitled to under the Plan after a Change in Control;
                    provided, however, that the participant shall be required to
                    repay any such amounts to the Company to the extent a court
                    of competent jurisdiction issues a final and non-appealable
                    order setting forth the determination that the position
                    taken by the participant was frivolous or advanced in bad
                    faith.

          B.   Definitions.

               "Change in Control" shall be deemed to have occurred if:

               (i)  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

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               (ii) 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.

               As used herein, "Control Transaction" shall mean any of the
               following transactions or any combination thereof: (1) any tender
               offer for or acquisition of capital stock of Sunoco, Inc., (2)
               any merger, consolidation, or sale of all or substantially all of
               the assets of Sunoco, Inc., or (3) the submission of a nominee or
               nominees for the position of director of the Company by a
               shareholder or a Group of shareholders in a proxy solicitation or
               otherwise. As used herein, "Continuing Director" shall mean a
               Director who was a member of the Board of Directors of Sunoco,
               Inc. immediately prior to a Control Transaction which results in
               a Change in Control. As used herein, "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.

     4.   Change in Method of Payment Following Commencement of Distribution or
          Payment.

          After payment or distribution of the value of the participant's book
          account(s) attributable to all participant contributions and employer
          contributions (and investment earnings on such contributions) for all
          years of the Plan, has commenced, the participant may not change the
          period of time for which such amounts are payable.  However the
          participant may convert installment payments (i.e., the "Ten-Year
          Certain Amounts" determined pursuant to Section 2 of this Article V)
          to a lump sum distribution, subject to a penalty equal to a five
          percent (5%) reduction in the balance of the value of the
          participant's book account(s) attributable to all participant
          contributions and employer contributions (and investment earnings on
          such contributions) for all years of the Plan.

VI.  GENERAL PROVISIONS

     1.   Right to Terminate

          This Plan may be terminated at any time by the Company.  The Company
          or any participating employer may terminate this Plan with respect to
          its employees participating in SunCAP.  If a participating employer
          shall terminate SunCAP with respect to its

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          employees the amounts to their credit in their book accounts
          established under this Plan shall be distributed to such participants
          in a single sum in accordance with the provisions of SunCAP applicable
          in the event of termination of SunCAP or the complete discontinuance
          of contribution thereto.

     2.   Right to Amend

          This Plan may be amended at any time by the Board of Directors of the
          Company, except that no such amendment shall reduce for any
          participant the amount then credited to his book account established
          under this Plan.

     3.   Nonalienation of Benefits

          No right to payment or any other interest under this Plan shall be
          assignable or subject to attachment, execution, or levy of any kind.

     4.   Employment Relationships

          Nothing in this Plan shall be construed as giving any employee the
          right to be retained in the employ of any participating employer.
          Each participating employer in the Plan expressly reserves the right
          to dismiss any employee at any time without regard to the effect which
          such dismissal might have upon him under the Plan.

     5.   Plan not Funded

          Benefits payable under this Plan shall not be funded and shall be made
          out of the general funds of the participating employers.

     6.   Construction

          This Plan shall be construed, administered and enforced according to
          the laws of the state of Pennsylvania.

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