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                                                                    Exhibit 10.9

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                                  SUNOCO, INC.

                           EXECUTIVE RETIREMENT PLAN

                  (Amended and Restated as of January 1, 2000)

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                                   ARTICLE I

                                  Definitions

     1.01 Actuarial Equivalent - shall mean, except as otherwise provided in
this Section, a benefit of equivalent value to the benefit which would otherwise
have been provided to the Participant, determined on the same basis as
determined under the Sunoco, Inc. Retirement Plan. Notwithstanding the preceding
sentence, for purposes of determining the Actuarial Equivalent lump-sum value
for payment for benefits under Section 3.07, the mortality table described in
Treasury Regulation Section 1.417(e)-1(d)(2) and the applicable interest rate
described in Treasury Regulation Section 1.417(e)-1(d)(3) as specified for the
second month preceding the calendar quarter in which the annuity starting date
occurs (or if a larger lump-sum value results, and if the annuity starting date
is during the period beginning January 1, 2000, and ending December 31, 2000,
the applicable interest rate described in Treasury Regulation Section 1.417(e)-
1(d)(3) as specified for the second month preceding the calendar month in which
the annuity starting date occurs) shall be used. For purposes of determining the
lump-sum Actuarially Equivalent value of retirement income pursuant to Section
3.02, 3.04 or 3.06, the value of early retirement and survivor benefits under
the Plan shall be reflected in such lump-sum amounts.

     1.02 Affiliated Company - shall mean the Company and:

          (a)  Any other corporation which is included within a "controlled
     group of corporations" within which Sunoco, Inc., is also included as
     determined under Section 1563 of the 1954 Internal Revenue Code without
     regard to subsections (a)(4) and (e)(3)(C) of said Section 1563;

          (b)  Any other trades or businesses (whether or not incorporated)
     which, based on principles similar to those defining a "controlled group of
     corporations" for purposes of (a) above, are under common control; and

          (c)  Any other organization so designated by the Board Committee.

     1.03 Affiliated Company Benefit - shall mean the monthly amount of Benefit
(or the Actuarial Equivalent of such Benefit) to which a Participant and/or
Spouse is or was entitled under any qualified or nonqualified defined
contribution or defined benefit plan that is or was maintained by an Affiliated
Company as the primary source of employer-provided retirement income for
participants of such plan, including the Base Plan; provided, however, that in
the case of a defined contribution plan, the value of such Benefit will be
determined based on the aggregate contributions made on behalf of the
Participant (whether or not subsequently withdrawn by the Participant),
accumulated at a rate or rates of interest as determined by the Plan
Administrator, which determination will be made in a uniform and consistent
manner.

     1.04 Base Plan - shall mean the Sunoco, Inc. Retirement Plan.

     1.05 Beneficiary - shall mean the person or persons, other than a
contingent annuitant, designated by a Participant or retired Participant
pursuant to Article IV.

     1.06 Board of Directors - shall mean the Board of Directors of Sunoco, Inc.

     1.07 Board Committee - shall mean those individual Directors who have been
appointed by the Board of Directors with the powers and responsibilities
specified in Article VIII and to which has been delegated any fiduciary
responsibilities of the Board of Directors with respect to the Plan.

     1.08 Cause - shall mean termination of a Participant's employment by the
Company, due to:

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          (a)  the Participant's indictment for a criminal offense (other than a
     traffic offense) including, without limitation, a crime involving moral
     turpitude or common law fraud;

          (b)  excessive absenteeism by the Participant, unrelated to any
     illness; or

     (c)  the Company's reasonable determination that the Participant has
     either:

          (1)  committed an act of fraud, embezzlement, theft, or
     misappropriation of funds in connection with such Participant's duties in
     the course of his employment with the Company; or

          (2)  engaged in mismanagement, negligence, or misconduct in the course
     of his employment with the Company.

     1.09 Change in Control - shall be deemed to have occurred if:

          (a)  continuing Directors cease within one year of such 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.

     1.10 Company - shall mean Sunoco, Inc. or any corporation which succeeds to
the position of Sunoco, Inc. as common parent of the Sunoco Affiliated Group,
within the meaning of regulations issued under the Internal Revenue Code.

     1.11 Credited Service - subject to the limitations hereinafter described,
shall mean the sum of the following:

          (a)  the actual amount, in completed years and months, of the
     Participant's Service; and

          (b)  an additional one month for each full year of such Service
     completed at the time the determination is being made; provided, however,
     that:

               (1)  the maximum number of months credited under this provision
          will be thirty-six (36);

               (2)  when the Participant attains his 62nd birthday, the number
          of months credited under this provision will automatically become
          thirty-six (36), regardless of the length of the Participant's
          Service; and

               (3)  after the Participant's 62nd birthday, the number of months
          credited under this provision will be reduced from month to month so
          that at any time a determination is being made, the maximum number of
          months credited under this provision will not exceed the number of
          months remaining until the Participant's 65th birthday.

          Credited Service will not include any Service after a Participant's
Normal Retirement Date, nor will it include periods of employment with an
Affiliated Company before or after it becomes or ceases to be an Affiliated
Company.

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     1.12 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.

     1.13 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 the Company by a shareholder of a Group of shareholders in a
     proxy solicitation or otherwise.

     1.14 Earnings - shall mean:

          (a)  For periods beginning after December 31, 1997, the sum of:

               (1)  base salary paid or payable to a Participant by the Company
          or an Affiliated Company; and

               (2)  the actual incentive awards granted to a Participant
          pursuant to the Sunoco, Inc. Executive Incentive Plan (the "EIP") or
          the equivalent thereof pursuant to an incentive plan sponsored by the
          Company or an Affiliated Company; or

          (b)  For periods beginning prior to January 1, 1998, the sum of:

               (1)  base salary paid or payable to a Participant by the Company
          or an Affiliated Company, and

               (2)  the actual incentive awards granted to a Participant
          pursuant to the EIP, up to the Participant's unadjusted annual
          guideline bonus in effect for the Participant under such Plan, or the
          equivalent thereof pursuant to an incentive plan sponsored by the
          Company or an Affiliated Company.

     1.15 Effective Date - shall mean January 1, 1980, and as to any amendment,
the effective date specified by the Board of Directors.

     1.16 Employee - shall mean any individual who is employed by the Company or
an Affiliated Company.

     1.17 Executive - shall mean any Employee who is employed by the Company as
a principal officer, or in a job which, in accordance with the Company's job
evaluation program, has been assigned 1400 or more Hay points, and any other
Employee who is designated by the Board Committee as being an Executive for
purposes of this Plan.

     1.18 Executive Service - shall mean that part of a Participant's Service
which was rendered while he was an Executive.

     1.19 Final Average Earnings - shall mean the greater of:

          (a)  the arithmetic average of the Participant's aggregate Earnings
     during the thirty-six (36) calendar months of the last 120-consecutive
     calendar month period of Service immediately preceding the earlier of
     actual retirement, Termination Date or the Participant's

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     62nd birthday (or the actual number of such months if less than thirty-six
     (36)) which produces the highest average; or

          (b)  the Transition Final Average Earnings.

     1.20 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.

     1.21 Just Cause - shall mean:

          (a)  a judicial determination that the Participant has committed
     fraud, misappropriation, or embezzlement against the Company; or

          (b)  a non-appealable conviction of, or entry of a plea of nolo
     contendere for, an act by the Participant constituting a felony which, as
     determined by the Company in good faith, constitutes a crime involving
     moral turpitude and has resulted in material harm to the Company, its
     subsidiaries and affiliates taken as a whole.

No termination of employment shall be deemed an effective termination for Just
Cause unless accompanied by a copy of a resolution duly adopted by the
affirmative vote of not less than a majority of the Continuing Directors at a
meeting of the Board of Directors which was called and held for the purpose of
considering such termination, or if there are no Continuing Directors, then by
at least three quarters (3/4) of the entire Board of Directors (after reasonable
notice to the Participant and an opportunity for the Participant, together with
the Participant's counsel, to be heard before the Board of Directors) finding
that, in the good faith opinion of the Board of Directors, the Participant was
guilty of conduct set forth in the preceding sentence, and specifying the
particulars thereof in detail. In any deliberations or votes by the Board of
Directors concerning a determination under this Section, the Participant shall
recuse himself from such deliberations and votes.

     1.22 Nonaffiliated Employer Benefit - shall mean the monthly amount of
Benefit, (or the Actuarial Equivalent of such Benefit) to which a Participant
and/or Spouse is or was entitled as a result of prior employment with any
employer other than the Company or an Affiliated Company under any qualified or
nonqualified defined contribution or defined benefit retirement plan that is or
was maintained by such employer as the primary source of employer-provided
retirement income for participants of such plan; provided, however, that in the
case of a defined contribution plan, the value of such Benefit will be
determined based on the aggregate contributions made on behalf of the
Participant (whether or not subsequently withdrawn by the Participant),
accumulated at a rate or rates of interest as determined by the Plan
Administrator, which determination will be made in a uniform and consistent
manner.

     1.23 Normal Retirement Date - shall mean the first day of the calendar
month coincident with or next following the Participant's 65th birthday.

     1.24 Participant - shall mean any Employee who is a Participant in the
Sunoco, Inc. Retirement Plan, who has not waived his rights to participate in
this Plan, and who is either:

          (a)  an Executive; or

          (b)  designated as a Participant by the Board Committee.

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     Except as provided in Sections 6.01, 6.02 or 6.04, if any Participant
ceases to be an Executive, he will thereupon cease to be a Participant (unless
otherwise designated by the Board Committee), and will forfeit all rights to
benefits under this Plan.

     1.25 Plan - shall mean the Sunoco, Inc. Executive Retirement Plan as set
forth in this document and as it may from time to time be amended.

     1.26 Plan Administrator - shall mean the individual or entity designated as
such by the Board Committee pursuant to Article VIII.

     1.27 Plan Year - shall mean the annual period beginning on January 1 of any
year and ending on the following December 31.

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

          (a)  any person (other than Sunoco, Inc. or any affiliate or
     subsidiary thereof) makes a tender offer for capital stock of Sunoco, Inc.

          (b)  any person becomes the beneficial owner, directly or indirectly,
     of capital stock of Sunoco, Inc. in an amount which requires the filing of
     Schedule 13D or its equivalent form pursuant to the Rules and Regulations
     under the Securities Exchange Act of 1934 as from time to time amended;

          (c)  the submission of a nominee or nominees for the position of
     director of Sunoco, Inc. by a shareholder or Group of shareholders in a
     proxy solicitation or otherwise which, in its judgment, the Board of
     Directors determines by adoption of a resolution within thirty (30) days of
     such submission, might result in a Change in Control of Sunoco, Inc.

          (d)  any person files a pre-merger notification for the acquisition of
     capital stock of Sunoco, Inc. pursuant to the Hart-Scott-Rodino Act; or

          (e)  the Board of Directors in its judgment determines by adoption of
     a resolution that a Potential Change in Control of Sunoco, Inc. for
     purposes of this Plan has occurred.

     1.29 Preretirement Spouse's Death Benefit - shall mean the benefit payable
upon the Participant's death to the Spouse of a Participant pursuant to
Section 5.01.

     1.30 Qualifying Termination of the employment of a Participant - shall mean
any of the following:

          (a)  a termination of employment by the Company within two (2) years
     after a Change in Control, other than for Just Cause, death or disability;

          (b)  a termination of employment by the Participant within two (2)
     years after a Change in Control for one or more of the following reasons:

               (1)  the assignment to such Participant of any duties
          inconsistent in a way adverse to such Participant, with such
          Participant's positions, duties, responsibility and status with the
          Company immediately prior to the Change in Control, or a reduction in
          the duties and responsibilities held by the participant immediately
          prior to the Change in Control; a change in the Participant's
          reporting responsibilities, title or offices as in effect immediately
          prior to the Change in Control that is adverse to the Participant; or
          any removal of the Participant from or any failure to re-elect the

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          Participant to any position with the Company that such Participant
          held immediately prior to the Change in Control except in connection
          with such Participant's:

               (i)  assignment to a new position at a higher annual base salary
          and guideline bonus; or

               (ii) termination of employment by the Company for Just Cause; or

               (2)  With respect to any Participant who is a member of the Board
          of Directors immediately prior to the Change in Control, any failure
          of the shareholders of the company to elect or reelect, or of the
          Company to appoint or reappoint, the Participant as a member of the
          Board of Directors;

               (3)  A reduction by the Company in the Participant's base annual
          salary or guideline (target) bonus as in effect immediately prior to
          the Change in Control; the failure by the Company to continue in
          effect, or the taking of any action by the Company that would
          adversely affect such Participant's participation in or materially
          reduce such Participant's benefits under, any employee benefit plan or
          compensation plan in which such Participant was participating
          immediately prior to the Change in Control; provided, however, that in
          the aggregate such actions by the Company significantly reduce the
          Participant's total compensation (i.e., the sum of Participant's
          annual base salary, guideline (target) bonus, and the aggregate value
          to the Participant of all employee benefit or compensation plans); or
          the failure by the Company, without the Participant's consent, to pay
          to the Participant any portion of the Participant's current
          compensation, or to pay to the Participant any portion of an
          installment of deferred compensation under any deferred compensation
          program of the Company or

               (4)  the Company requires the Participant to be based anywhere
          other than the Participant's present work location or a location
          within thirty-five (35) miles from the present location; or the
          Company requires the Participant to travel on Company business to an
          extent substantially more burdensome than such Participant's travel
          obligations during the period of twelve (12) consecutive months
          immediately preceding the Change in Control; provided, however, that
          in the case of any such termination of employment by the Participant
          under this subsection 1.30(b), such termination shall not be deemed to
          be a Qualifying Termination unless the termination occurs within 120
          days after the occurrence of the event or events constituting the
          reason for the termination; or

          (c)  a termination of employment by the Company other than termination
     for Just Cause, or a termination of employment by the Participant for one
     of the reasons set forth in subsection 1.30(b) above, following a Potential
     Change in Control, if the Participant can demonstrate that such termination
     or circumstance in subsection 1.30(b) above leading to termination:

               (1)  was at the request of a third party with which the Company
          had entered into negotiations or an agreement with regard to a Change
          in Control; or

               (2)  otherwise occurred in connection with, or in anticipation
          of, a Change in Control, provided that, in either such case, such
          Change in Control actually occurs within one (1) year following the
          Termination Date.

     1.31 Service - shall mean the completed years and months of an Employee's
employment by the Company or an Affiliated Company, whether or not continuous.

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     1.32 Social Security Benefit - shall mean the Primary Insurance Amount to
which a Participant becomes entitled at age sixty-five (65) under Social
Security legislation in effect on the earliest of his Normal Retirement Date,
early retirement date or Termination Date.

     1.33 Spouse - shall mean the individual who is the legally married husband
or wife of a Participant.

     1.34 Statutory Benefit - shall mean the monthly amount of any benefit (or
the Actuarial Equivalent of such benefit) from any country other than the United
States to which a Participant, upon proper application, is or would be entitled.

     1.35 Termination Date - shall mean the date on which a Participant ceases
to be an Employee.

     1.36 Transition Earnings - shall mean:

          (a)  For periods beginning on or after September 1, 1997, and ending
     on or before December 31, 1998, the sum of:

               (1)  base salary paid or payable to a Participant by the Company
          or an Affiliated Company; and

               (2)  the Participant's unadjusted annual guideline bonus in
          effect for the Participant under the EIP or successor plans pro rated
          over the applicable period (e.g., for computation of Earnings for a
          one-month period, the unadjusted annual guideline bonus would be
          divided by twelve (12)); or

          (b)  For periods ending prior to September 1, 1997, the sum of:

               (1)  base salary paid or payable to a Participant by the Company
          or an Affiliated Company (including an amount equal to the value on
          the date of grant of any restricted stock units ("RSUs") designated as
          base salary, and not as short-term or long-term incentives, under the
          Sunoco, Inc. Long-Term Incentive Plan or the Sunoco, Inc. Executive
          Long-Term Stock Investment Plan; provided, however, that such RSUs
          become vested and payable); and

               (2)  the dollars represented by:

                    (i)  the Participant's unadjusted guideline incentive
               percentage in effect under the EIP during such period; multiplied
               by

                    (ii) the Participant's base salary paid or payable (as
               defined in subsection 1.35(b)(1) herein).

     1.37 Transition Final Average Earnings - shall mean the arithmetic average
of the Participant's aggregate Transition Earnings during the thirty-six (36)
calendar months of the 120-consecutive calendar month period of Service ending
on the earlier of December 31, 1998, actual retirement or Termination Date (or
the actual number of such months if less than thirty-six (36)) which produces
the highest average.

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                                   ARTICLE II

                                 Contributions

     2.01 Employer Contributions.  All benefits payable under this Plan will be
paid by the Company. A Participant will have no right, title, or interest
whatsoever in or to any investments which the Company may make to aid in meeting
such obligations as may arise under the Plan. Nothing contained in the Plan, nor
any action taken pursuant to its provisions, will create or be construed to
create a trust or a fiduciary relationship between the Company and any
Participant or any other person. To the extent that any person acquires a right
to benefits under this Plan, such right will be no greater than the right of an
unsecured general creditor of the Company. All payments to be made under the
Plan will be paid from the general funds of the Company and no special or
separate fund will be established and no segregation of assets will be made to
assure payment of such amounts.

     2.02 Participant Contributions.  No contributions by Participant will be
required or permitted under this Plan.

     2.03 Expenses of Administration.  All expenses of administering this Plan
will be paid by the Company.

                                  ARTICLE III

                              Retirement Benefits

     3.01 Normal Retirement.  Except as provided in Section 3.05, each
Participant will be retired on his Normal Retirement Date.

     3.02 Normal Retirement Income.  Subject to the provisions of Sections 3.03
and 3.04, a Participant who retires on or after his Normal Retirement Date and
after the completion of five years of Executive Service will be entitled to a
monthly normal retirement income, payable in the normal form of payment pursuant
to Section 3.07, equal to the excess of (a) over (b), where:

          (a)  equals the sum of:

               (1)  1-2/3% of his Final Average Earnings multiplied by his
          Credited Service up to a maximum of 30 years, plus

               (2)  3/4% of his Final Average Earnings multiplied by his
          Credited Service in excess of 30 years, and

          (b)  equals the sum of:

               (1)  1-2/3% of his Social Security Benefit multiplied by his
          Service up to a maximum of 30 years,

               (2)  100% of his Affiliated Company Benefit, plus

               (3)  100% of his Statutory Benefit;

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provided, however, that the requirement that the Participant have completed at
least five years of Executive Service will be waived in the case of any
Participant who is an Executive on January 1, 1980 and who has then attained his
55th birthday.

     3.03 Maximum Normal Retirement Income.

          (a)  The monthly normal retirement income which a Participant would
     otherwise be entitled to receive under Section 3.02 will not exceed fifty
     percent (50%) of his Final Average Earnings less 100% of his Affiliated
     Company and Statutory Benefits.

          (b)  Section 3.03(a) shall not apply to limit that part of the benefit
     attributable to incentive compensation under subsection 1.19(b) to the
     extent that the Participant made an election to defer incentive
     compensation pursuant to the Sunoco, Inc. Deferred Compensation Plan.

     3.04 Minimum Normal Retirement Income.  Notwithstanding the foregoing, the
monthly normal retirement income which a Participant would otherwise be entitled
to receive under Section 3.02 will not be less than the excess of (a) over (b),
where

          (a)  equals 3-1/3% of his Final Average Earnings multiplied by the
     number of complete years of his Service up to a maximum of twelve (12) such
     years, and

          (b)  equals the sum of:

               (1)  100% of his Affiliated Company Benefit,

               (2)  100% of his Nonaffiliated Employer Benefit, plus

               (3)  100% of his Statutory Benefit.

     3.05 Early Retirement Date.  A Participant will be eligible to retire on an
early retirement date which will be the first day of any calendar month
coincident with or next following his 55th birthday if he has then completed at
least five (5) years of Executive Service.

     3.06 Early Retirement Income.  The monthly early retirement income payable
to the Participant commencing on his early retirement date will be equal to the
monthly normal retirement income that would otherwise be applicable under
Sections 3.02, 3.03 and 3.04, adjusted as follows:

          (a)  The Social Security Benefit referred to in Sections 3.02 and 3.04
     will be determined by projecting the Participant's Service to his Normal
     Retirement Date and assuming constant Earnings, at his last rate in effect,
     to Normal Retirement Date, and will then be multiplied by a fraction, the
     numerator of which will be his Service to the date of actual retirement and
     the denominator of which will be his projected Service to Normal Retirement
     Date.

          (b)  The amount calculated in subsection 3.02(a) will be reduced by
     5/12% for each full month by which actual retirement precedes Normal
     Retirement Date by more than five (5) years, and the offset for Social
     Security Benefits calculated in Sections 3.02(b) and 3.04 will be reduced
     by 7/12% for each full month that actual retirement precedes Normal
     Retirement Date during the five-year period immediately preceding Normal
     Retirement Date, and 7/24% for each full month that actual retirement
     precedes Normal Retirement Date by more than five (5) years.

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     3.07 Normal Form of Benefit.  Except as provided in Article IV, retirement
benefits under this Plan will be in the form of a lump sum payment of the
Actuarial Equivalent of the retirement income determined under Sections 3.02,
3.03, 3.04 and 3.06, whichever is applicable.

     3.08 Time of Payment.  The payment of a Participant's retirement benefits
shall be made or commence no later than the last day of the calendar month in
which the Participant retires.

     3.09 Increase in Monthly Benefits.  Effective July 1, 1998, the monthly
benefits of

          (a)  retirees who retired prior to January 1, 1981, as a result of
normal retirement under Section 3.01 or early retirement under Section 3.05,

          (b)  surviving Spouses, contingent annuitants or Beneficiaries of the
retirees described in subsection 3.09(a) who are receiving benefits on July 1,
1998, or

          (c)  surviving Spouses who began receiving surviving Spouse's benefits
under Section 5.04 or Section 5.05 prior to January 1, 1990,

shall be increased by the amount determined in the following sentence, subject,
however, to the limitation that the combined increases under the Base Plan and
the Plan effective July 1, 1998, shall not exceed $85.00.

     The monthly benefit increase shall be the excess of the sum of twenty
percent (20%) of the combined monthly benefit under the Base Plan and the Plan
up to $250.00, ten percent (10%) of the combined monthly benefit under the Base
Plan and the Plan in excess of $250.00 up to $500.00, three percent (3%) of the
combined monthly benefit under the Base Plan and the Plan in excess of $500.00
up to $750.00, and one percent (1%) of the combined monthly benefit under the
Base Plan and the Plan in excess of $750.00 up to $1,000, over the monthly
benefit increase effective July 1, 1998 under the Base Plan. Benefits payable on
account of disability shall not be increased. Fifty percent (50%) of these
retiree benefit increases shall be continued to the surviving Spouse; provided,
however, that any such increases in retirement income shall not be subject to
adjustments in effect at the time of the election or retirement reflecting the
cost of benefit increases under this Section.


                                  ARTICLE IV

                      Optional Forms of Retirement Income

     4.01 Election of an Optional Form of Payment. Not later than thirty (30)
days prior to a Participant's retirement date, a Participant may elect, in lieu
of the normal form of retirement benefits, an optional form of retirement
income. A Participant may not change or revoke an elected option unless such
change is made thirty (30) days prior to the Participant's retirement date. Each
election, designation and revocation of an option will be made in writing and in
conformity with such rules as may be prescribed by the Plan Administrator.
Notwithstanding the foregoing, a Spouse may not elect an optional form of
receiving any benefit payable under Article V.

     4.02 Monthly Annuity Option.  A Participant may elect to receive an annuity
which is equal to the monthly normal retirement income determined under Sections
3.02, 3.03, 3.04 and 3.06, whichever is applicable.

     4.03 Contingent Annuity Option. A Participant may elect to receive a
reduced retirement income, the amount of which will be determined by application
of appropriate Actuarially Equivalent

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factors adopted by the Plan Administrator for the age and sex of the Participant
and the contingent annuitant. The contingent annuity option provides:

          (a)  payments to the Participant for life; and

          (b)  continuation of such payments, or any part of them designated by
     the Participant, to the contingent annuitant, if surviving, for life.

     4.04 Ten-Year Certain Option. A Participant may elect to receive a
retirement income of Actuarially Equivalent value payable for life, provided
that such income will be paid to such Participant or to the Beneficiary of such
Participant for ten (10) years after the Participant's retirement regardless of
whether the Participant or Beneficiary survives such period. At the discretion
of the Plan Administrator, any benefit payable hereunder to a Beneficiary may be
commuted and paid in one sum.

     4.05 Other Forms of Pension.  A Participant may elect to receive a benefit
payable over a period not less than the remaining lifetime of such Participant
and, if the Participant so further elects, thereafter to the designated
Beneficiary for as long as such designated Beneficiary survives the Participant
in such other form having an Actuarially Equivalent value as may be approved by,
and be subject to such conditions as may be prescribed by, the Plan
Administrator.

     4.06 Rules Applicable to Contingent Annuity Option.

          (a)  If the Participant should die before the effective date of the
     contingent annuity option, no benefit will be payable to the contingent
     annuitant.

          (b)  If the contingent annuitant should die before the effective date
     of the contingent annuity option, the option will automatically be
     cancelled and the normal monthly retirement income will be payable to the
     Participant as if the option had not been elected.

          (c)  If the contingent annuitant should die before the Participant but
     after the effective date of the contingent annuity option, benefits will be
     payable or continue to be paid to the Participant on the reduced basis;
     provided, however, that if the contingent annuitant should die during the
     first four years following commencement of the retirement income payments
     to the Participant, the amount of the reduced retirement income payable to
     the surviving retired Participant will be increased by restoring a
     percentage of the reduction amount as follows:

          Death of Contingent           Percentage of
          Annuitant During              Discount Restored
          -------------------           -----------------

          First Year                    80%

          Second Year                   60%

          Third Year                    40%

          Fourth Year                   20%

          Fifth and Subsequent Years     0%

          (d)  If the retirement date is earlier than the effective date of the
     contingent annuity option, retirement benefits commencing at the actual
     retirement date will be made on the

                                       12
<PAGE>

     normal form of retirement income. If the Participant and the contingent
     annuitant are living on such effective date, the retirement benefit will be
     adjusted to provide retirement income on and after such date in the
     optional form.

     4.07 Acceleration of Annuity Options. Notwithstanding the foregoing, if the
Internal Revenue Service makes a determination that the Participant must include
any amounts from the Plan in the taxable income of such Participant in a taxable
year prior to the year in which the Participant actually receives those amounts,
the Participant shall receive the Actuarial Equivalent of the remainder of the
benefit determined under Sections 3.02, 3.03, 3.04 and 3.06, whichever is
applicable. Such distribution shall be made no later than the last day of the
calendar year in which the Participant informs the Plan Administrator that the
Internal Revenue Service has made such a determination.


                                   ARTICLE V

                                Death Benefits

     5.01 Preretirement Spouse's Death Benefit.  In the event of the death of a
Participant during active employment and after having become eligible to elect
an early retirement date, the Participant's Spouse will be entitled to a death
benefit payable in the normal form of payment pursuant to Section 5.02 in the
amount hereinafter set forth.  The amount of such monthly income will be twenty-
five percent (25%) of the monthly early retirement income that would have been
payable to the Participant under Section 3.06 had he retired on the date of his
death; provided, however, that:

          (a)  the reduction specified in Section 3.02(b)(2) with respect to the
     Participant's Affiliated Company Benefit will not be applicable;

          (b)  the early retirement reduction percentage described in subsection
     3.06(b) will be applied only to the offset for Social Security Benefits;

          (c)  the monthly income payments to the Spouse will be reduced by 1/2%
     for each year that the Spouse is more than ten (10) years younger than the
     Participant; and

          (d)  the amount payable to the Spouse will be reduced by any amount of
     Affiliated Company Benefits that are attributable to Affiliated Company
     contributions and that are payable to such Spouse.

     5.02 Normal Form of Preretirement Spouse's Death Benefit. Except as
otherwise elected pursuant to Section 5.03, the Preretirement Spouse's Death
Benefit will be in the form of a lump sum payment of the Actuarial Equivalent of
the Preretirement Spouse's Death Benefit determined under Section 5.01 payable
no later than the last day of the calendar month following the month in which
the Participant died.

     5.03 Election of Optional Form of Preretirement Spouse's Death Benefit.  A
Participant who is eligible to elect an early retirement date may:

          (a)  elect to have the Preretirement Spouse's Death Benefit paid in an
     annuity pursuant to Section 5.04;

          (b)  elect the optional preretirement spouse's death benefit annuity
     pursuant to Section 5.05; or

                                       13
<PAGE>

          (c)  elect to have the optional Preretirement Spouse's Death Benefit
     annuity pursuant to Section 5.05 in a lump sum payment pursuant to Section
     5.06.

     A Participant may change or revoke an elected option at any time prior to
his actual retirement. Each election, designation and revocation of an option
will be made in writing and in conformity with such rules as may be prescribed
by the Plan Administrator.

     5.04 Preretirement Spouse's Death Benefit Annuity. If this form of payment
is elected by the Participant, the Participant's Spouse shall receive a
Preretirement Spouse's Death Benefit in the form of monthly payments commencing
no later than the last day of the calendar month following the month in which
the Participant died, payable over the lifetime of such Spouse.

     5.05 Optional Preretirement Spouse's Death Benefit Annuity.

          (a)  Amount of Benefit. If this form of payment is elected by the
     Participant, the Participant's Spouse shall receive a death benefit in the
     form of monthly payments commencing no later than the last day of the
     calendar month following the month in which the Participant died, payable
     over the lifetime of such Spouse in the amount hereinafter set forth. The
     amount of each such monthly income payment will be the sum of the monthly
     income payment under Section 5.04 and twenty-five percent (25%) of the
     monthly early retirement income that would have been payable to the
     Participant under Section 3.06 had he retired on the date of his death;
     provided, however, that;

               (1)  the reduction specified in subsection 3.02(b)(2) with
          respect to the Participant's Affiliated Company Benefit will not be
          applicable;

               (2)  the early retirement reduction percentage described in
          subsection 3.06(b) will be applied only to the offset for Social
          Security Benefits;

               (3)  the monthly income payments to the Spouse will be reduced by
          1/2% for each year that the Spouse is more than ten years younger than
          the Participant; and

               (4)  the amount payable to the Spouse will be reduced by any
          amount of Affiliated Company Benefits that are attributable to
          Affiliated Company contributions and that are payable to such Spouse.

          (b)  Reduction of Other Benefits. If this form of payment is elected
     by the Participant, the monthly amount of retirement benefit that becomes
     payable to either the Participant or Spouse under the plan will be reduced
     by an amount equal to 1/4% of:

               (1)  100% the monthly amount of early retirement income that
          would have been payable to the Participant under Section 3.06,
          determined as of his retirement date or, if earlier, as of his date of
          death on the assumption he had retired on that date; provided,
          however, that:

                    (i)   the reduction specified in subsection 3.02(b)(2) with
               respect to the Participant's Affiliated Company Benefits will not
               be applicable;

                    (ii)  the early retirement reduction percentage described in
               subsection 3.06(b) will be applied only to the offset for Social
               Security Benefits; and

                    (iii) any amount of Affiliated Company Benefits that are or
               would have been payable to the Spouse and that are attributable
               to Affiliated Company

                                       14
<PAGE>

               contributions will be subtracted from the monthly amount of
               income otherwise determined; multiplied by

               (2)  the number of full calendar years and any partial calendar
          year during which the Participant and his Spouse were living and the
          optional Preretirement Spouse's Death Benefit was in effect.

          This reduction shall also be in effect if the Participant chooses an
     optional preretirement lump sum death benefit pursuant to Section 5.06 of
     the Plan.

          (c)  When Coverage Will Take Effect. Unless otherwise specified by the
     Plan Administrator, the optional Preretirement Spouse's Death Benefit
     coverage will not take effect until the later of the date on which the
     Participant has met the age and Service requirements of Section 3.05 and
     the first day of the calendar month coincident with or next following the
     date the Participant's election was received by the Plan Administrator,
     provided that the Participant is alive, employed by the Company or an
     Affiliated Company and has not attained his Normal Retirement Date on the
     day such coverage would otherwise become effective.

          (d)  Revocation of Election. A Participant will have the right to
     revoke his election at any time before his actual retirement. Such election
     will be revoked automatically if the Participant ceases to have a Spouse;
     provided, however, that if such Participant subsequently acquires another
     Spouse, the coverage will automatically be reinstated unless revoked by the
     Participant.

          (e)  End of Coverage. The death benefit coverage provided for under
     this Section 5.05 will end upon the Participant's Normal or early
     Retirement Date.

     5.06 Optional Preretirement Lump Sum Death Benefit. If this form of payment
is elected by the Participant, the Participant's Spouse shall receive a death
benefit in the form of a lump sum payment of the Actuarial Equivalent of the
optional Preretirement Spouse's Death Benefit annuity determined under Section
5.05 payable no later than the last day of the calendar month following the
month in which the Participant died.

     5.07 Postretirement Spouse's Death Benefit.  In the event a Participant who
has elected to receive a retirement benefit in one of the optional forms
outlined in Article IV, dies after retiring or after attaining Normal Retirement
Date, the Spouse at the time of commencement of the distribution of such
retirement benefit will receive a monthly retirement income payable for the
lifetime of such Spouse in an amount equal to fifty percent (50%) of the
retirement income being paid or payable to the Participant (before giving effect
to any reduction in income required by the election of an optional form of
payment under Article IV); provided, however, that:

          (a)  the reduction specified in Section 3.02(b)(2) with respect to the
     Participant's Affiliated Company Benefit will not be applicable;

          (b)  the monthly income payable to the Spouse will be reduced by 1/2%
     for each year that the Spouse is more than ten years younger than the
     Participant; and

          (c)  the amount payable to the Spouse will be reduced by any amount of
     Affiliated Company Benefits that are attributable to Affiliated Company
     contributions and that are payable to such Spouse.

     The Spouse's death benefit payable under this Section 5.07 will be in
addition to any benefits otherwise payable under Article IV.

                                       15
<PAGE>

                                  ARTICLE VI

        Termination of Employment or Status as Executive; Re-employment

     6.01 Termination of Employment.

          (a)  Voluntary Termination. A Participant whose employment is
     terminated for any reason other than death or retirement, including early
     retirement, will not be entitled to benefits under this Plan, except as
     provided in subsection 6.01(b) and Section 6.04 hereof.

          (b)  Involuntary Termination. Notwithstanding any other provision of
     the Plan (and except as discussed herein), a Participant whose employment
     is involuntarily terminated prior to his Early Retirement Date, other than
     for Just Cause, and who executes a release and discharge of the Company
     from any and all claims, demands or causes of action other than as to
     amounts or benefits due to the Participant under any plan, program or
     contract provided by, or entered into with, the Company will be entitled to
     benefits in accordance with this subsection 6.01(b). Such release and
     discharge shall be in such form as prescribed by the Committee and shall be
     executed prior to the payment of any benefits due hereunder. In addition,
     no benefits due hereunder shall be paid to a Participant who is required by
     Company guidelines to execute an agreement governing the assignment of
     patents or the disclosure of confidential information unless an executed
     copy of such agreement is on file with the Company. The benefits under this
     subsection 6.01(b) shall consist of a nonforfeitable percentage in the
     benefits calculated under Section 3.06 (including the minimum benefit
     defined under Section 3.04) equal to 1-2/3% times the number of completed
     months of Executive Service. Such benefits shall commence coincident with
     or next following the first day of the calendar month in which the
     Participant attains age fifty-five (55), or if the Participant elects, the
     benefit will be paid no later than thirty (30) days after the Termination
     Date, in a lump sum payment of the Actuarial Equivalent of the age fifty-
     five (55) retirement income determined under Section 3.06, with an
     additional reduction of such benefit by discounting it to the date of
     payment using the interest rate used in Section 1.01. Any participant who
     also is eligible to receive benefits under Section 6.04 shall not receive
     benefits hereunder but shall instead receive the benefits under Section
     6.04.

     6.02 Termination of Executive Status.  If a Participant remains employed by
the Company or an Affiliated Company but ceases to be an Executive, he will
forfeit the right to all benefits under this Plan unless otherwise designated to
remain as a Participant by the Board Committee or unless he had attained his
55th birthday and completed at least five (5) years of Executive Service at the
time he ceased to be an Executive; provided, however, that the requirement that
the Participant have completed at least five years of Executive Service will be
waived in the case of any Participant who is an Executive on January 1, 1980 and
who has then attained his 55th birthday.  If any such participant is designated
at the Board Committee as being eligible to remain a Participant even though no
longer an Executive, the Participant will continue as such for all purposes of
this Plan.  If the Participant is not so designated by the Board Committee but
has attained his 55th birthday and, except for a Participant who was an
Executive on January 1, 1980 and who had then attained his 55th birthday, has
completed at least five years of Executive Service, he will remain a
Participant, but will be entitled to benefits based only upon his Service,
Credited Service and Final Average Earnings as of the date he ceased to be an
Executive.

     6.03 Reemployment. If a retired Participant is reemployed by the Company or
an Affiliated Company, his benefits will thereupon cease, and upon again
becoming such an Employee he will have his prior period of Service, Credited
Service and Executive Service restored to him. If he had made an election of an
optional form of payment, such election will continue on file with the Plan

                                       16
<PAGE>

Administrator, but no payment will be due under such option in the event of his
death before he again retires. Upon subsequent retirement his retirement income
will be based on his Service and Credited Service which was restored under this
Section 6.03 plus any Service and Credited Service rendered while employed as an
Executive after the time of his reemployment.

     6.04 Change in Control.

          (a)  Notwithstanding any other provisions in the Plan (including any
     minimum age and/or length of service requirements for vesting of benefits),
     a Participant shall become fully and irrevocably vested upon the earlier of
     a Qualifying Termination or a Change in Control of the Company and, upon
     either:

               (1)    the subsequent termination of this Plan, or any amendment
          to reduce any benefit due hereunder; or

               (2)    the subsequent termination of Participant's employment
          with the Company for any reason other than Just Cause,

          such Participant shall be entitled to benefits calculated as follows:

               (i)    Except for purposes of Section 1.11(b), Service and
          Credited Service shall be increased by 36 months, with the number of
          months credited under this Section 6.04(a)(i) reduced by one month for
          each completed month of Service of the Participant after the date of
          the Change in Control, but not below zero.

               (ii)   If at the Termination Date, the Participant has attained
          his Normal Retirement Date, he shall be entitled to a benefit
          calculated in accordance with Section 3.02

               (iii)  If at the Termination Date, the Participant has not
          attained his Normal Retirement Date, or has not attained his Early
          Retirement Date, he shall be entitled to benefits calculated under
          Section 3.06 (including the minimum benefit defined under Section
          3.04).

               (iv)   Final Average Earnings shall be determined using the
          greater of:

                      (A) the amount determined under Section 1.19 without
               reference to this Section 6.04(a)(iv);

                      (B) Earnings for the first full calendar month preceding
               the Termination Date; or

                      (C) Earnings for the first full calendar month preceding
               the date of a Change in Control.

               (v)    In the case of a Participant who has not attained his
          Early Retirement Date at the Termination Date, such benefits shall
          commence coincident with, or next following the first day of, the
          calendar month in which the Participant attains age fifty-five (55),
          or if the Participant elects, the benefit will be paid no later than
          thirty (30) days after the Termination Date, in a lump sum payment of
          the Actuarial Equivalent of the age fifty-five (55) retirement income
          determined under Section 3.06 with additional reduction of such
          benefit by discounting it to the date of payment using the interest
          rate used in Section 1.01.

                                       17
<PAGE>

          (b)  Notwithstanding any other provisions in the Plan, upon a Change
     in Control and for a period of twelve (12) months thereafter, any retired
     Participant or Beneficiary who is receiving an optional form of retirement
     income pursuant to Article IV hereof, shall have the right to elect to
     receive in a single lump-sum cash payment an amount equal to ninety-five
     percent (95%) of the Actuarial Equivalent of the payments of such
     retirement income to which the Participant or Beneficiary is entitled for
     all future periods under the Plan; provided, however, that if this option
     is exercised, such retired Participant or Beneficiary will forfeit to the
     Company the remaining five percent (5%) of the Actuarial Equivalent of such
     payments. Payments under this Section 6.04(b) shall be made as soon as
     practicable, but no later than thirty (30) days after the retired
     Participant or Beneficiary notifies the Plan that he is exercising this
     right to withdraw.

          (c)  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.


                                  ARTICLE VII

                              Disability Benefits

     7.01 Participants Receiving Disability Benefits.  A Participant receiving
disability benefits under the Sun Executive Disability Income Program will
remain a Participant.  Such a Participant will be entitled to a monthly normal
retirement income, to commence at his Normal Retirement Date, computed in
accordance with Sections 3.02, 3.03 or 3.04 as applicable, assuming constant
Earnings and guideline bonus to Normal Retirement Date, Social Security benefits
as calculated under the Social Security Act in effect on the Participant's date
of disability, and including as Service, Credited Service and Executive Service,
the period during which he qualifies for and receives disability benefits under
the Sun Executive Disability Income Program.  Such determination will be made as
of Normal Retirement Date.  The normal form for the payment of retirement income
to the Participant will be as set forth in Section 3.07.

     7.02 Status During Disability.  A Participant receiving Sun Executive
Disability Income Program benefits prior to his Normal Retirement Date will be
entitled to benefits under Section 5.01 and, if applicable, Section 5.02.  After
his Normal Retirement Date, he will be deemed to have retired.  Such a
Participant, if otherwise eligible, may also elect to retire early under the
provisions of Section 3.05.


                                 ARTICLE VIII

                          Administration of the Plan

     8.01 Allocation and Delegation of Fiduciary Responsibilities.  Fiduciary
responsibilities with respect to the Plan are to be allocated as set forth in
this Article VIII.  A fiduciary will have only those specific powers, duties,
responsibilities and obligations as are specifically given him under this Plan.
It is intended that each fiduciary be responsible for the proper exercise of his
own powers, duties, responsibilities and obligations under this Plan, and
generally will not be responsible for any act or failure to act of another
fiduciary.  A fiduciary may delegate to any person or entity, who may or may not
be a fiduciary, any of its powers or duties under the Plan.

                                       18
<PAGE>

     8.02 Powers and Responsibilities of the Board of Directors.  The Board of
Directors has the following powers and responsibilities;

          (a)  To authorize amendments to the Plan;

          (b)  To terminate the Plan; and

          (c)  To appoint and remove members of the Board Committee, as set
     forth in Section 8.03, below.

     8.03 Board Committee.

          (a)  The Board Committee will consist of at least three Directors who
     will be appointed by and serve at the pleasure of the Board of Directors.
     The Board of Directors will also appoint one member of the Board Committee
     to act as Chairman of such Committee. Vacancies will be filled in the same
     manner as appointments. Any member of the Board Committee may resign by
     delivering a written resignation to the Board of Directors, to become
     effective upon delivery or at any other date specified therein.

          (b)  The members of the Board Committee will appoint a Secretary who
     may, but need not be, a member of the Board Committee. The Board Committee
     may, in writing, delegate some or all of its powers and responsibilities as
     specified in subsection 8.03(d) to any other person or entity, who may or
     may not be a fiduciary.

          (c)  The Board Committee will hold meetings upon such notice, at such
     time or times, and at such place or places as it may determine. The
     majority of the members of the Board Committee at the time in office will
     constitute a quorum for the transaction of business at all meetings and a
     majority vote of those present at any meeting will be required for action.
     The Board Committee will also act by written consent of a majority of its
     members.

          (d)  The Board Committee will have the following powers and
     responsibilities:

               (1)  To prepare periodic administration reports to the Board of
          Directors which will show, in reasonable detail, the administrative
          operations of the Plan;

               (2)  To appoint and remove the Plan Administrator; and

               (3)  To appoint and remove other fiduciaries.

     8.04 Plan Administrator.

          (a)  The Plan Administrator will be appointed by and serve at the
     pleasure of the Board Committee. The Plan Administrator may resign by
     delivering a written resignation to the Board Committee, to be effective on
     delivery or at any other date specified therein. Upon the resignation or
     removal of the Plan Administrator, a successor Plan Administrator will be
     appointed by the Board Committee.

          (b)  The Plan Administrator may, in writing, delegate some or all of
     his powers and responsibilities as set forth in subsection 8.04(c) to any
     other person or entity, who may or may not be a fiduciary.

          (c)  The Plan Administrator will adopt such rules for administration
     of the Plan as he considers desirable, provided they do not conflict with
     the Plan. Records of administration

                                       19
<PAGE>

     of the Plan will be kept, and Participants and their Spouses, Beneficiaries
     and contingent annuitants may examine records pertaining directly to
     themselves. The Plan Administrator will have the following powers and
     responsibilities:

          (1)  To select and terminate an actuary for the Plan.

          (2)  To establish and maintain claims review procedures.

          (3)  To construe the Plan, correct defects, supply omissions and
     reconcile inconsistencies to the extent necessary to administer the Plan,
     with any instructions or interpretation of the Plan made in good faith by
     the Plan Administrator to be final and conclusive for all purposes.

          (4)  To comply with any requirements of the Employee Retirement Income
     Security Act of 1974 with respect to filing reports with governmental
     agencies.

          (5)  To provide Employees with any and all information required by the
     Employee Retirement Income Security Act of 1974.

          (6)  To approve any actuarial assumptions.

          (7)  To coordinate any necessary audit process with respect to reports
     on administration data.

          (8)  To conduct routine Plan administration.

     8.05 Employment of Agents.  The fiduciaries may retain such counsel,
actuarial, medical, accounting, clerical and other services as they may require
to carry out the provisions and purposes of the Plan.

     8.06 Reliance on Reports and Certificates. Fiduciaries under the Plan and
the officers and managers and Employees of the Company and any Affiliated
Company will be entitled to rely upon all tables, valuations, certificates and
reports furnished by any duly appointed actuary, insurance company, or by any
duly appointed accountant, and upon all opinions given by any duly appointed
legal counsel.

     8.07 Compensation.  Fiduciaries under the Plan will not receive any
compensation for their services as such.

     8.08 Fiduciary's Own Participation.  A fiduciary may not act, vote or
otherwise influence a decision specifically relating to his own participation
under the Plan.

     8.09 Liability for Administration of the Plan. In the administration of the
Plan, neither a fiduciary, not any officers, directors or employees of the
Company or any Affiliated Company or their agents will be liable jointly or
severally for any loss due to his or its error or acts of omission or
commission, except for his or its own individual misconduct. The Company will
indemnify each fiduciary, officer, director or employee of the Company and any
Affiliated Company from any and all expenses arising out of his or its
responsibilities under the Plan, excepting such expenses and liabilities arising
out of his or its own individual willful misconduct.

                                       20
<PAGE>

                                  ARTICLE IX

                              General Provisions

     9.01 Right to Amend or Terminate. The Company expects and intends to
continue the Plan indefinitely, but necessarily reserves the right, by action of
the Board of Directors, to amend, alter, suspend or terminate the Plan in whole
or in part, and at any time.

     9.02 Alienation of Benefits.  No benefits payable under the Plan will be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance or charge, and any action by way of anticipating,
alienating, selling, transferring, assigning, pledging, encumbering or charging
the same will be void and of no effect nor will any such benefit be in any
manner liable for or subject to the debts, contracts, liabilities, engagements
or torts of the person entitled to such benefit.

     9.03 Payment to Minors and Incompetents. If a Participant, Spouse,
contingent annuitant or Beneficiary entitled to receive any benefits hereunder
is a minor, or is deemed by the Plan Administrator or is adjudged to be legally
incapable of giving a valid receipt and discharge for such benefits, they will
be paid to the duly appointed guardian or committee of such minor or
incompetent, or they may be paid to such person or persons who the Plan
Administrator believes is or are caring for or supporting such minors or
incompetents. Any such payments, to the extent thereof, will be a complete
discharge for the payment of such benefit.

     9.04 Unclaimed Benefit. If any benefit under the Plan had been payable to
and unclaimed by any person for a period of four years since the whereabouts or
existence of such person was last known to the Plan Administrator, the Plan
Administrator may direct that all rights of such person to payments accrued and
to future payments be terminated absolutely, provided that if such person
subsequently appears and identifies himself to the satisfaction of the Plan
Administrator, then the liability will be reinstated.

     9.05 Plan Voluntary. The Plan is purely voluntary on the part of the
Company. Neither the establishment of the Plan, nor any amendment thereto, nor
the creation of any fund or account, nor the payment of any benefit will be
construed as conferring upon any Employee or Participant the right to be
retained in the employ of the Company or any Affiliated Company, and all
Employees and Participants will remain subject to discharge, discipline or
termination to the same extent as if the Plan had never been established.

     9.06 Gender.  Whenever used herein, the masculine pronoun will include the
feminine and the singular the plural, unless a different meaning is plainly
required by the context.

     9.07 Construction.  The Plan will be construed, enforced and administered
according to the laws of the Commonwealth of Pennsylvania.  In the event any
provision of the Plan is held illegal or invalid for any reason, it will not
affect the remaining provisions of the Plan, but the Plan will be construed and
enforced as if such illegal and invalid provision had not been included therein.

                                       21