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                                                                   Exhibit 10.15

                                  SUNOCO, INC.

                                First Amendment
                                       to
               Deferred Compensation and Benefits Trust Agreement

  This First Amendment to Deferred Compensation and Benefits Trust Agreement,
dated as of September 3, 1999 (the "First Amendment"), is by and among SUNOCO,
INC., a Pennsylvania corporation (the "Company"), BANKERS TRUST COMPANY, a New
York banking corporation (the "Trustee"), and TOWERS, PERRIN, FORSTER & CROSBY,
INC., a Pennsylvania corporation (the "Recordkeeper").  Initially capitalized
terms used herein and not otherwise defined shall have the respective meanings
assigned to such terms pursuant to that certain Deferred Compensation and
Benefits Trust Agreement, dated as of January 11, 1999, by and among the
Company, the Trustee, and the Recordkeeper (the "Trust").

                              W I T N E S S E T H

     WHEREAS, the Company previously has established the Trust, in order to:

          (1) provide an alternative source of funds to assist the Company in
     meeting its obligations, under certain employee benefit plans, agreements,
     or other arrangements, to make payments to Plan Participants and their
     beneficiaries; and

          (2) assure that future payment of such amounts would not be
     improperly withheld in the event of a change in control of the Company; and

     WHEREAS, it is the intention of the parties to amend the Trust in order to:

          (1) limit the level of funding of the Special Employee Severance Plan
     so that, upon the occurrence of any Potential Change in Control, only the
     benefits for those employees then in grades 11 through 13 will be fully
     funded;

          (2) make the Trust more difficult to amend following any Potential
              Change in Control; and

          (3) provide that the Trust shall become irrevocable upon the
              occurrence of any Potential Change in Control.

     WHEREAS, Bankers Trust Company is willing to act as Trustee of the Trust,
and Towers Perrin is willing to act as Recordkeeper of the Trust, upon all of
the terms and conditions contained in the Trust, as amended hereinafter by this
First Amendment.

     NOW THEREFORE, in consideration of the mutual terms, covenants, and
conditions herein contained, the mutual benefits to be derived hereunder, and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, and intending to be legally bound, the parties hereto agree
as follows:

     A. Effective as of September 3, 1999, the Trust is amended as follows:

          (1) by deleting the current Section 2.1 of the Trust in its entirety,
     and replacing it with the following text:

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                    "2.1 Plans & Agreements Subject to Trust. The plans,
              agreements, and other arrangements that are subject to this Trust
              (each a "Plan" and, collectively the "Plans") are listed on
              Schedule 2.1 hereto. Prior to a Potential Change in Control of the
              Company, the Compensation Committee of the Board of Directors of
              the Company (the "Compensation Committee") may from time to time
              designate additional such plans, agreements, and other
              arrangements to be subject to this Trust, or delete any Plan from
              this Trust. The Company shall immediately notify the Trustee and
              the Recordkeeper in writing of any such changes. "

          (2) by deleting the current Section 3.2 of the Trust in its entirety,
     and replacing it with the following text:

                    "3.2 Term and Revocability. The Trust hereby established is
              revocable by the Company, but shall become irrevocable upon the
              occurrence of a Potential Change in Control. At any time following
              the occurrence of a Potential Change in Control of the Company,
              this Trust may not be terminated either by the Company or the
              Board of Directors (or any member or committee thereof). Upon or
              after a Change in Control of the Company, this Trust shall not
              terminate until the date on which Plan Participants and their
              beneficiaries are no longer entitled to benefits pursuant to the
              terms of the Plans. Upon termination of the Trust any assets
              remaining in the Trust shall be returned to the Company."

          (3) by deleting the current Section 7.3 of the Trust in its entirety,
     and replacing it with the following text:

                    "7.3 Company Information. As soon as practicable, but in no
              event later than fifteen (15) days, following the occurrence of
              any Potential Change in Control, the Recordkeeper shall identify
              to the Company in writing the information deemed necessary to
              enable the Recordkeeper to determine the amount of benefits
              payable to or with respect to each Plan Participant in each Plan,
              including any benefits payable after the Plan Participant's death,
              and the recipient. As soon as reasonably practicable after
              receiving such communication from the Recordkeeper following any
              Potential Change in Control, the Company shall furnish the
              information needed by the Recordkeeper in order to determine the
              amount of any such benefit, and shall deliver to the Recordkeeper
              a letter of instructions:

                    (a) describing the terms of each Plan;

                    (b) enclosing a copy of each Plan;

                    (c) listing the names, addresses, and Hay points or grade
                    levels under the salary administration program then in
                    effect, for the Plan Participants (and beneficiaries)
                    covered by each Plan;

                    (d) setting forth the timing, form of distributions, and
                    formula or other methodology for determining the amounts to
                    be paid to each Plan Participant and beneficiary under each
                    Plan; and

                    (e) instructing the Recordkeeper how and from whom to get
                    any other information needed to compute benefits under each
                    Plan.

                    Thereafter, the Company shall regularly, at least annually,
              furnish revised updated information to the Recordkeeper. In the
              event the Company refuses or neglects to provide updated Plan
              Participant information, as contemplated herein, the Recordkeeper
              shall be entitled to rely upon the most recent information
              furnished to it by the Company."

          (4) by deleting the current Section 7.4 of the Trust in its entirety,
     and replacing it with the following text:

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                    "7.4 Payment Schedule. Within forty-five (45) days following
              a Change in Control or Potential Change in Control (or when the
              Company otherwise makes contributions to the Trust), the
              Recordkeeper, on behalf of the Company, shall deliver to the
              Trustee a schedule (the "Payment Schedule") that indicates:

                    (a) in the case of all Plans, except the Special Employee
                 Severance Plan, the amounts payable (including the fees and
                 expenses incurred by the Plans) in respect of each Plan
                 Participant (and his or her beneficiaries); and

                    (b) in the case of the Special Employee Severance Plan, the
                 amount reasonably expected to be payable thereunder, in order
                 to fully fund the benefits due to those Participants then in
                 grades 11 through 13, together with an explanation of the
                 assumptions used by the Recordkeeper in performing its
                 calculation.

                 The Payment Schedule shall be updated by the Recordkeeper as
              necessary, but on at least an annual basis, in order to reflect
              changes therein. Upon the termination of employees entitled to
              benefits under the Plans, the Company will notify the
              Recordkeeper, and the Recordkeeper will update the Payment
              Schedule to indicate those Plan Participants to whom benefits have
              become payable. Except as otherwise provided herein, the Trustee
              shall make payments to the Plan Participants and their
              beneficiaries in accordance with such Payment Schedule and shall
              pay such fees and expenses, unless paid by the Company. The
              Trustee shall make provision for the reporting and withholding of
              any federal, state or local taxes that may be required to be
              withheld with respect to the payment of benefits pursuant to the
              terms of the Plans and shall pay amounts withheld to the
              appropriate taxing authorities or determine that such amounts have
              been reported, withheld and paid by the Company."

          (5) by deleting the current Section 14.3 of the Trust in its entirety,
     and replacing it with the following text:

                 "14.3  Amendment or Waiver.

                     (a) Amendment Prior to Potential Change in Control. Prior
                 to the occurrence of any Potential Change in Control, this
                 Trust Agreement may be amended only by a written instrument
                 executed by the Trustee, the Recordkeeper and the Company. In
                 case of conflict between the terms of this Trust Agreement and
                 the terms of the Plans, the terms of the Trust Agreement shall
                 control; provided, however, that:

                         (1) provisions that, in the determination of the
                     Company, affect solely the Trustee may, at the option of
                     both the Trustee and the Company, be amended by a writing
                     executed only by the Company and the Trustee, with a copy
                     of such writing being provided to the Recordkeeper; and

                         (2) provisions that, in the determination of the
                     Company, affect solely the Recordkeeper may, at the option
                     of both the Recordkeeper and the Company, be amended by a
                     writing executed only by the Company and the Recordkeeper,
                     with a copy of such writing being provided to the Trustee.

                     (b) Amendment Following Potential Change in Control. Upon
                 and after the occurrence of any Potential Change in Control,
                 and unless otherwise required by applicable statute or
                 regulation, the following rules will govern amendments and
                 waivers:

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            (1) this Trust Agreement may not be amended except by an instrument
       in writing signed on behalf of the parties hereto together with the
       written consent of at least eighty percent (80%) of the Plan Participants
       then entitled to receive payments hereunder;

            (2) the parties hereto, together with the consent of not less than
       eighty percent (80%) of the Plan Participants then entitled to receive
       payments hereunder, may at any time waive compliance with any of the
       agreements or conditions contained herein; and

            (3) any agreement on the part of a party hereto or a Plan
       Participant to any such waiver shall be valid if set forth in an
       instrument in writing signed on behalf of such party or Plan
       Participant."; and

  B. Effective as of September 3, 1999, the current Schedule 2.1 to the Trust is
deleted in its entirety, and replaced with the following text:


    "Schedule 2.1 to the Deferred Compensation and Benefits Trust Agreement
             Benefit Plans and Other Arrangements Subject to Trust

  (1) Sunoco, Inc. Executive Retirement Plan ("SERP");

  (2) Sunoco, Inc. Deferred Compensation Plan;

  (3) Sunoco, Inc. Pension Restoration Plan;

  (4) Sunoco, Inc. Savings Restoration Plan.

  (5) Sunoco, Inc. Special Executive Severance Plan;

  (6) Executive Employment Agreements with:

      (a)   John G. Drosdick        (c)   David C. Shanks

      (b)   Robert W. Owens

  (7) The funding of the Sunoco, Inc. Special Employee Severance Plan necessary
to provide full benefits in accordance with the terms of such Plan to only those
employees then in grades 11 through 13.

  (8) The entire funding for all the Indemnification Agreements with the
executives set forth below shall be Five Million Dollars ($5,000,000) in the
aggregate:

     (a)    Robert H. Campbell             (j)  Michael J. McGoldrick

     (b)    John G. Drosdick               (k)  Ann C. Mule'

     (c)    Michael H. R. Dingus           (l)  Rolf D. Naku

     (d)    Bruce G. Fischer               (i)  Robert W. Owens

     (e)    Jack L. Foltz                  (j)  Malcolm I. Ruddock, Jr.

     (f)    Deborah M. Fretz               (k)  David C. Shanks

     (g)    Thomas W. Hofmann              (l)  Sheldon L. Thompson

     (h)    David E. Knoll                 (m)  Charles K. Valutas."

     (i)    Joseph P. Krott

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     IN WITNESS WHEREOF, the parties have executed this First Amendment as of
the date first written above.

ATTEST:                                  SUNOCO, INC.
                                           (the "Company")

By: /s/ ELEANOR HARTMAN                  By: /s/ MALCOLM I. RUDDOCK
  ------------------------                  -----------------------------
Name: Eleanor Hartman                       Name: Malcolm I. Ruddock
Title: Secretary                            Title: Treasurer



ATTEST:                                  BANKERS TRUST COMPANY
                                           (the "Trustee")

By: /s/ PHAEDRA BOER                     By: /s/ LAURA L. VANNATA-SIMONE
  ------------------------                  -----------------------------
Name: Phaedra Boer                          Name: Laura L. Vannatta-Simone
Title: Assistant Vice President             Title: Vice President



ATTEST:                                  TOWERS, PERRIN, FORSTER & CROSBY, INC.
                                           (the "Recordkeeper")

By: /s/ EILEEN T. LUTZ                   By: /s/ CLYDE BEERS
 -------------------------                  -----------------------------
Name: Eileen T. Lutz                        Name: Clyde Beers
Title: Adm. Asst.                           Title:  Principal

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COMMONWEALTH OF PENNSYLVANIA  )
                              )  ss.  :
COUNTY OF PHILADELPHIA        )

  On the 29th day of November, in the year one thousand nine hundred and ninety-
nine (1999), before me personally came Malcolm I. Ruddock to me known, who being
by me duly sworn, did depose and say: that he/she resides in Philadelphia; that
he/she is the Treasurer of SUNOCO, INC., the corporation described in and which
executed the above instrument; that he/she knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by order of the Board of Directors of said corporation, and that he/she
signed his/her name thereto by like order.

                                              /s/ JEAN M. JONES
                                              -------------------------
                                              Notary Public
                                              (Seal)



STATE OF NEW YORK      )
                       ) ss.  :
COUNTY OF NEW YORK     )

  On the 24th day of December, in the year one thousand nine hundred and ninety-
nine (1999), before me personally came Laura Vanatta-Simone to me known, who
being by me duly sworn, did depose and say: that he/she resides in Hoboken, NJ;
that he/she is the Vice President of BANKERS TRUST COMPANY, the corporation
described in and which executed the above instrument; that he/she knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by order of the Board of Directors of said
corporation, and that he/she signed his/her name thereto by like order.

                                              /s/ GINA SICONOLFI
                                              ---------------------------
                                              Notary Public
                                              (Seal)


COMMONWEALTH OF PENNSYLVANIA  )
                              )  ss.  :
COUNTY OF PHILADELPHIA        )

  On the 29th day of November, in the year one thousand nine hundred and ninety-
nine (1999), before me personally came Clyde Beers to me known, who being by me
duly sworn, did depose and say: that he/she resides in Philadelphia; that he/she
is the Principal of TOWERS PERRIN, the corporation described in and which
executed the above instrument; that he/she knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by order of the Board of Directors of said corporation, and that he/she
signed his/her name thereto by like order.

                                              /s/ EILEEN T. LUTZ
                                              --------------------------
                                              Notary Public
                                              (Seal)

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