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                                                                    Exhibit 10.4

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                     DIRECTORS' DEFERRED COMPENSATION PLAN

                              Amended and Restated

                                     as of

                                February 3, 2000


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                                   ARTICLE I

                                  Definitions

     As used in this Plan, the following terms shall have the meanings herein
specified:

     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 results in such entity, person
     or Group directly or indirectly owning beneficially more than twenty
     percent (20%) of the outstanding voting shares of Sunoco, Inc.

     1.3  Committee - shall mean the Governance 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  Compensation - shall mean those fees and retainers payable by the
Company to a Participant in consideration for his or her service as a Director.

     1.6  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.

     1.7  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.

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

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     1.9  Deferred Payment Election Form - shall mean and refer to the written
election by a Participant, in the form prescribed by the Committee, to
voluntarily defer the payment of all or a portion of such Participant's
Compensation under this Plan pursuant to Article II hereof.

     1.10 Director - shall mean a member of the Board of Directors of Sunoco,
Inc.

     1.11 Dividend Equivalent - shall mean the entry in a Deferred Compensation
Account or a Restricted Deferred Compensation 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.

     1.12 Form of Continuing Deferral - shall mean and refer to the written
commitment by a Participant, in the form prescribed by the Committee, to
mandatorily defer the payment of all of the Yearly Credit awarded to such
Participant under this Plan pursuant to Article IV hereof.

     1.13 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.

     1.14 Interest Equivalent - shall mean the entry in a Deferred Compensation
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.

     1.15 Participant - shall mean a Director who has elected to defer the
receipt of compensation or a Director who is required to defer the receipt of
the Restricted Share Units in accordance with the terms of this Plan.

     1.16 Plan - shall mean this Directors' Deferred Compensation Plan, as it
may be amended from time to time.

     1.17 Restricted Deferred Compensation Account - shall mean, with respect to
any Participant, the total amount of the Company's liability for payment of
Restricted Share Units to the Participant under this Plan.

     1.18 Restricted Share Unit - shall mean the entry in a Restricted Deferred
Compensation Account of a credit equal to one Share that will be restricted
until death, retirement or termination of Board service.

     1.19 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.

     1.20 Share Unit - shall mean the entry in a Deferred Compensation Account
of a credit equal to one Share.

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                                   ARTICLE II

                 Voluntary Deferral of Directors' Compensation

     2.1  Election to Defer.  Prior to the beginning of any calendar quarter, a
Participant may elect to defer all or a portion of the Compensation that would
otherwise be paid to the Participant in the next succeeding calendar quarter, by
filing a written notice of election with the Committee on the form(s) prescribed
by the Committee. Any such deferral election shall apply only to Compensation to
be earned on or after the first day of the calendar quarter following the
calendar quarter in which the election is received by the Committee. An election
to defer, made in accordance with this Article II shall be irrevocable. The
deferral election form(s) also will permit the Participant to specify:

          (a)  the percentage of Compensation 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)  the selection of a method of payment as set forth in Article III;
     and

          (d)  the designation of a beneficiary as set forth in Article V.

     Without any further action by Participant, the choices specified in the
Participant's Deferred Payment Election Form regarding the percentage of
Compensation deferred, the form of deferral, the designation of a beneficiary,
and the method of payment shall each continue and be applied from calendar
quarter to calendar quarter to amounts yet to be deferred. Until further express
written notification, on a form prescribed by the Committee, to the contrary,
these choices shall continue to be applied to amounts to be credited to such
Deferred Compensation Account balance prospectively.

     2.2  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
     Compensation 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 Compensation Account balance, as well as to amounts to be credited
     to such Deferred Compensation 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 Compensation 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

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     Compensation 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 Compensation Account, which shall be forfeited to
     the Company.

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

     2.4  Time of Election  Except as otherwise determined by the Committee in
its sole discretion, an election to defer must be filed and received by the
Committee by the end of the calendar quarter preceding the calendar quarter in
which the Compensation is to be earned. A new Director may also elect to defer
Compensation prior to the commencement of his or her term in office.

                                  ARTICLE III

                    Voluntary Deferred Compensation Accounts

     3.1  Creation of Voluntary Deferred Compensation Accounts.  Compensation
deferred hereunder shall be credited to a Deferred Compensation Account
established by the Company for each Participant. The Participant must elect to
convert the deferred compensation to either Cash Units or Share Units, which
shall be credited to a Participant's Deferred Compensation Account as set forth
in the Plan.

     3.2 Crediting Share Units.  Share Units shall be credited to a
Participant's Deferred Compensation Account at the time the Compensation would
otherwise have been paid had no election to defer been made. The number of Share
Units to be credited to the Deferred Compensation Account shall be determined by
dividing the Compensation by the average closing price for Shares as published
in the Wall Street Journal under the caption "New York Stock Exchange Composite
Transactions" for the ten (10) day period prior to the day on which the
Compensation would otherwise have been paid. Any fractional Share Units shall
also be credited to a Participant's Deferred Compensation Account. The number of
Share Units in a Deferred Compensation 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. Share Units shall not entitle any person to the
rights of a stockholder.

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

     3.4  Crediting Dividend Equivalents.  For Share Units, the Company shall
credit the Participant's Deferred Compensation 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 Compensation Account shall be calculated by
dividing the Dividend Equivalents by the average closing price for

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Shares as published in the Wall Street Journal under the caption "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
Compensation Account.

     3.5 Crediting Interest Equivalents.  For Cash Units credited to their
Deferred Compensation Accounts, the Company shall credit the Participant's
Deferred Compensation Account on a quarterly basis with an Interest Equivalent.

     3.6 Share Unit Conversion.  Immediately upon termination of Board service,
and so prior to the commencement of any payout or distribution of any amounts
hereunder, a 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
Compensation 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 published in the Wall Street Journal under the caption "New York
Stock Exchange Composite Transactions" for the ten (10) day period immediately
prior to such one-time conversion election.

     3.7  Time of Payment.

          (a)  Election of Benefit Commencement Date. Except as provided in
     Section 2.2 hereinabove, and in Article VII hereof, all payments of a
     Participant's Deferred Compensation Account shall be made at, or shall
     commence on, the date selected by the Participant in accordance with the
     terms of this Section 3.7. The date of payment or distribution must be
     irrevocably specified by the Participant in his or her most recently filed
     written Deferred Payment Election Form. If the Participant fails to
     designate a time of payment, payment shall commence on the first day of the
     calendar year following termination of Board membership. The Participant
     may elect to defer the receipt of his or her Compensation to:

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

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

                    (i)   retirement as a Director;

                    (ii)  termination of Board membership; or

                    (iii) death. Upon the death of a Director or former
                          Director, prior to the final payment of all amounts
                          credited to his or her Deferred Compensation Account,
                          the balance of the Deferred Compensation Account shall
                          be paid in accordance with Article V, commencing on
                          the first day of the calendar year following the year
                          of death.

     Notwithstanding the foregoing provisions of this Section 3.7, and except as
provided in Article VII, in no event shall any payment or distribution be made
within six (6) months of the Compensation being earned or awarded. The benefit
commencement date may not be later than the third calendar year following the
attainment of mandatory retirement age for Directors.

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          (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 Compensation Account, such Participant may request
     in writing to accelerate the receipt of all or a specified portion of such
     deferred Compensation amounts to the first day of any calendar quarter;
     provided, however, that such date is at least six (6) months after the end
     of the quarter in which the Compensation 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 Compensation Account, which shall be
     forfeited to the Company;

     3.8  Method of Payment.  A Participant in this portion of the Plan shall
have the option of:

          (a)  selecting a lump-sum payment;

          (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 Deferred
     Payment Election Form 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 Corporate
     Secretary as to the specific method of payment which will be either in a
     lump sum or in approximately equivalent annual installments, and such
     election shall be subject to the consent of the Committee. Failure to
     provide appropriate notification to the Corporate Secretary 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 published in the Wall Street Journal under the
caption "New York Stock Exchange Composite Transactions" for the ten (10) day
period prior to each new calendar year.

                                   ARTICLE IV

                   Restricted Deferred Compensation Accounts

     4.1  Creation of Restricted Deferred Compensation Accounts.  Compensation
deferred under this Article IV shall be credited to a Restricted Deferred
Compensation Account established by the Company for each Participant. The
Restricted Deferred Compensation Accounts will be initialized as of February 15,
1996 by transferring to the Plan the present value of the accrued benefits of
each Participant in the Non-Employee Directors' Retirement Plan. The present
value of these accrued benefits will then be converted into Restricted Share
Units. The number of Restricted Share Units to be credited to the Restricted
Deferred Compensation Account of each Participant will be determined by using
the average closing price for Shares as published in the Wall Street Journal
under the caption "New York Stock Exchange Composite Transactions" for the ten
(10) business days prior to February 15, 1996. Payout of these Restricted Share
Units shall not commence until death, retirement or the termination of Board
service.

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     4.2  Crediting Share Units.  If the Committee elects to do so, each year in
conjunction with either the Participant's election or re-election to the Board,
a yearly dollar amount ("Yearly Credit") will be credited to a Participant's
Restricted Deferred Compensation Account in the form of Restricted Share Units.
The number of Restricted Share Units credited to a Participant's Restricted
Deferred Compensation Account shall be determined by dividing the Yearly Credit
by the average closing price for Shares as published in the Wall Street Journal
under the caption "New York Stock Exchange Composite Transactions" ten (10) day
period prior to the Company's annual meeting. Any fractional Restricted Share
Units shall also be credited to a Participant's Restricted Deferred Compensation
Account. The number of Restricted Share Units in a Restricted Deferred
Compensation 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. Restricted 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 Restricted Deferred Compensation 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
Restricted Share Units to be credited to the Restricted Deferred Compensation
Account shall be calculated by dividing the Dividend Equivalents by the average
closing price for Shares as published in the Wall Street Journal under the
caption "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 Restricted Share Units shall also be credited
to a Participant's Restricted Deferred Compensation Account.

     4.4  Restricted Share Unit Conversion.  Immediately upon termination of
Board service, and so prior to the commencement of any payout or distribution of
any amounts hereunder, a Participant may make a one-time election to convert to
Cash Units all or a portion of the balance of Restricted Share Units in such
Participant's Restricted Deferred Compensation Account. Any Restricted 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 published
in the Wall Street Journal under the caption "New York Stock Exchange Composite
Transactions" for the ten (10) day period immediately prior to such one-time
conversion election.

     4.5  Time of Payment.

          (a)  Benefit Commencement Date for Restricted Deferred Compensation
     Account. All payments of a Participant's Restricted Deferred Compensation
     Account shall be made at, or shall commence on, the date selected by the
     Participant in accordance with the terms of this Article IV. The date of
     payment or distribution must be specified by the Director in his or her
     written Form of Continuing Deferral unless such election is revoked. A
     Participant's revocation must be submitted to the Corporate Secretary in
     writing. If the Participant selects a new election with regard to the date
     of payment or distribution, such election will apply only prospectively to
     any additional Restricted Share Units to be credited to a Director's
     Restricted Deferred Compensation Account. If the Participant fails to
     designate a time of payment, payment shall commence on the first day of the
     calendar year following termination of Board service. The Participant may
     elect to defer the receipt of his or her Compensation to the first day of
     the year following the date of:

               (a)  retirement as a Director;

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               (b)  termination of Board service; or

               (c)  death.  Upon the death of a Director or former Director,
               prior to the final payment of all amounts credited to his or her
               Account, the balance of the Restricted Deferred Compensation
               Account shall be paid in accordance with Article V, commencing on
               the first day of the calendar year following the year of death.

          Notwithstanding the foregoing provisions of this Section 4.5, in no
     event, however, shall any payment or distribution be made within the six
     (6) months of the Compensation being earned. The benefit commencement date
     may not be later than the third calendar year following the attainment of
     mandatory retirement age for Participants.

          (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 Restricted Deferred Compensation Account, such Participant
     may request in writing to accelerate the receipt of all or a specified
     portion of such Restricted Deferred Compensation Account amounts to the
     first day of any calendar quarter; provided, however, that such date is at
     least six (6) months after the end of the quarter in which the Compensation
     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 Restricted
     Deferred Compensation Account, which shall be forfeited to the Company.

     4.6  Method of Payment.  Participant shall have the option of:

          (a)  selecting a lump sum payment;

          (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
     Continuing Deferral is prepared. If the Participant does not select a
     method of payment, he or she must, at least twelve months prior to the time
     the deferral amount is scheduled to be paid, notify the Corporate Secretary
     as to the specific method of payment which will be either in a lump sum or
     in approximately equivalent annual installments, and such election shall be
     subject to the consent of the Committee. Failure to provide appropriate
     notification to the Corporate Secretary will result in a lump sum payment
     on the deferral payment date.

          Share Units credited to the Participant's Restricted Deferred
     Compensation Account shall be valued at the average closing price for
     Shares as published in the Wall Street Journal under the caption "New York
     Stock Exchange Composite Transactions" for the ten (10) day period prior to
     each new calendar year.

     4.7  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

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     prior to the commencement of any payment or distribution of the amounts
     credited to the Participant's Restricted Deferred Compensation 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 Restricted Deferred Compensation
     Account balance, as well as to amounts to be credited to such Restricted
     Deferred Compensation 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 Restricted Deferred Compensation 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 Restricted Deferred Compensation 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 Restricted
     Deferred Compensation Account, which shall be forfeited to the Company.

                                   ARTICLE V

                          Designation of Beneficiaries

     5.1  Designation of Beneficiary.  The Participant shall name one or more
beneficiaries and contingent beneficiaries to receive any payments due
Participant at the time of death. No designation of beneficiaries shall be valid
unless in writing signed by the Participant, dated and filed with the Committee
during the lifetime of such Participant. A subsequent beneficiary designation
will cancel all beneficiary designations signed and filed earlier under this
Plan, and such new beneficiary designation shall be applied to all amounts
previously credited to the Participant's Deferred Compensation Account (or
Restricted Deferred Compensation Account, as the case may be), as well as to any
amounts to be credited to such Participant's Deferred Compensation Account (or
Restricted Deferred Compensation Account, as the case may be), prospectively. In
case of a failure of designation, or the death of the designated beneficiary
without a designated successor, distribution shall be paid in one lump sum to
the estate of the Participant.

     5.2  Spouse's Interest.  The interest in any amounts hereunder of a spouse
who has predeceased the Participant shall automatically pass to the Participant
and shall not be transferable by such spouse in any manner, including but not
limited to such spouse's will, nor shall such interest pass under the laws of
intestate succession.

     5.3  Survivor Benefits.  Upon the Participant's death, any balances in the
Participant's Deferred Compensation Account and Restricted Deferred Compensation
Account shall be paid in accordance with the method and form elected by the
Participant; provided, however, that the balance of the Participant's Deferred
Compensation Account and Restricted Deferred

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Compensation Account may be paid out as a lump sum at the request of the
designated beneficiary, and with the consent of the Committee.

                                   ARTICLE VI

                               Source of Payments

     All payments of deferred compensation 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 a Deferred
Compensation Account or Restricted Deferred Compensation 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 Compensation Account or a Restricted Deferred
Compensation 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 Compensation Account or a
Restricted Deferred Compensation 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.

                                  ARTICLE VII

                               Change in Control

     7.1  Acceleration of Payment Upon Change in Control.  The terms of this
Section 7.1 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 a Director, 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 each of his or her Deferred Compensation Account
and Restricted Deferred Compensation 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 7.1 shall be made as soon as
practicable, but no later than thirty (30) days after the Participant notifies
the Committee in writing that he/she is exercising his/her right to withdraw
pursuant to this Section 7.1.

     7.2  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.

     7.3  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 Company

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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 VIII

                           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 V.

                                   ARTICLE IX

                              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.

                                   ARTICLE X

                           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 rule, 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.

                                   ARTICLE XI

                           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 Compensation
Accounts or Restricted Deferred Compensation Accounts prior to such amendment or
termination, without the written consent of the Participant.

                                  ARTICLE XII

                                  Construction

     In the case 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

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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.

                                  ARTICLE XIII

                                 Governing Law

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

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