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                                                                   Exhibit 10.11





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                                 SUNOCO, INC.
                     EXECUTIVE INVOLUNTARY SEVERANCE PLAN








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                                  ARTICLE I

                                  DEFINITIONS

     Section 1.1  "Benefit" or "Benefits" shall mean any or all of the benefits
that a Participant is entitled to receive pursuant to Article IV of the Plan.

     Section 1.2  "Board of Directors" shall mean the Board of Directors of
Sunoco, Inc. or any successor thereto.

     Section 1.3  "Chief Executive Officer" shall mean the individual serving as
`the Chief Executive Officer of Sunoco, Inc. as of the date of reference.

     Section 1.4  "Committee" shall mean the administrative committee designated
pursuant to Article VI of the Plan to administer the Plan in accordance with its
terms.

     Section 1.5  "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 or liquidation or purchase of assets or stock or similar
transaction.

     Section 1.6  "Company Service" shall mean, for purposes of determining
Benefits available to any Participant in this Plan, the total aggregate recorded
length of such Participant's service with: Sunoco, Inc.; any subsidiary or
affiliate of Sunoco, Inc. (whether by by merger, consolidation or liquidation or
purchase of assets or stock or similar transaction) which has adopted the Plan;
and/or any corporation succeeding to the business of Sunoco, Inc.

     Company Service shall commence with the Participant's initial date of
employment with the Company, and shall end with such Participant's death,
retirement, or termination for any reason.  Company Service also shall include:

              (a) all periods of approved leave of absence (civil, family,
     medical, military, or Olympic; provided, however, that the Participant
     returns to work within the prescribed time following the leave;

              (b) any break in service of thirty (30) days or less; and

              (c) any service credited under applicable Company policies with
     respect to the length of a Participant's employment by any non-affiliated
     entity that is subsequently acquired by, and becomes a part of, the
     Company's operations.

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     Section 1.7  "Disability" shall mean any illness, injury or incapacity of
such duration and type as to render a Participant eligible to receive long-Term
disability benefits under the applicable broad-based long-term disability
program of the Company.

     Section 1.8  "Employment Termination Date" shall mean the date on which the
employment relationship between the Participant and the Company is terminated.

     Section 1.9  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended.

     Section 1.10 "Executive Resource Employee" shall mean any individual
employed by the Company who has been designated by the Company as a member of
the Company's executive resources group. Generally, such group shall include
employees in Grades 14-20 and all employees subject to Section 16 of the
Securities Exchange Act of 1934, as amended.

     Section 1.11 "Just Cause" shall mean:

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

             (b)  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 gross mismanagement, willful misconduct, or
             gross negligence in the course of his/her employment with the
             Company.

     Disputes with respect to whether "Just Cause" exists shall be resolved in
accordance with Article IX.

     Section 1.12 "Participant" shall mean any Executive Resource Employee;
provided, however, that any Executive Resource Employee who has an employment
contract with the Company that provides severance benefits shall not be eligible
to participate in the Plan while such contract is in effect except to the extent
specifically provided in the contract.

     Section 1.13 "Plan" shall mean the Sunoco, Inc. Executive Involuntary
Severance Plan, as set forth herein, and as the same may from time to time be
amended.

     Section 1.14 "Plan Year" shall mean each fiscal year of the Company during
which this Plan is in effect.

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     Section 1.15  "Salary Continuation Period" shall mean:

               (a) six (6) weeks, in the case of a Participant who either has
     not executed the release described in Section 3.3 hereof, or who has
     revoked such a previously executed release; or

               (b) in the case of a Participant that has executed and not
     revoked the release described in Section 3.3 hereof:

                   (1)  one-hundred-four (104) weeks for the Company's Chief
          Executive Officer, Chief Operating Officer, and any executive vice
          president;

                   (2)  seventy-eight (78) weeks for each other Executive
          Resource Employee in Grade 17 or above; and

                   (3)  fifty-two (52) weeks for each other Executive Resource
          Employee.

     Section 1.16  "Weekly Compensation" shall mean the sum of each of the
following items divided by 52:

          (a)      a Participant's annual base salary; and

          (b)      the applicable guideline (target) annual bonus amount in
     effect on his or her Employment Termination Date.

                                  ARTICLE II

                     BACKGROUND, PURPOSE AND TERM OF PLAN

     Section 2.1 Background. The Company maintains this Plan for the purpose of
providing severance allowances to all Executive Resource Employees, whose
employment is terminated for reasons other than fault of their own. The Plan
shall be effective as of December 7, 2000.

     Section 2.2 Purpose of the Plan. In recognition of their past service to
the Company, this Plan is intended to alleviate, in part or in full, financial
hardships which may be experienced by certain of those employees of the Company
whose employment is terminated. In essence, benefits under the Plan are intended
to be additional compensation for past services or the continuation of the
specified fringe benefits for a transitional period. The amount or kind of
benefit to be provided is to be based on the position of the Executive Resource
Employee, the Executive Resource Employee's compensation and the fringe benefit
programs applicable to him or her, at his or her Employment Termination Date.
The Plan is not

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intended to be included in the definitions of "employee pension benefit plan"
and "pension plan" as set forth under Section 3(2) of ERISA. Rather, this Plan
is intended to meet the descriptive requirements of a plan constituting a
"severance pay plan" within the meaning regulations published by the Secretary
of Labor at Title 29, Code of Federal Regulations, (S) 2510.3-2(b).

     Section 2.3 Term of the Plan. The Plan will continue until such time as the
Board of Directors, or a committee thereof, delegated such responsibility,
acting in its sole discretion, elects to modify, supersede or terminate it in
accordance with the further provisions hereof.

                                  ARTICLE III

                  PARTICIPATION AND ELIGIBILITY FOR BENEFITS

     Section 3.1 General Eligibility Requirement. In order to receive a Benefit
under this Plan, a Participant's employment must have been terminated by the
Company other than for Just Cause, death or Disability; provided, however, that
any Participant who is receiving benefits under the Sunoco, Inc. Special
Executive Severance Plan shall not also be eligible to receive any Benefit under
this Plan.

     Section 3.2 Employment by Successor. Notwithstanding anything herein to the
contrary, no Benefits shall be due hereunder in connection with the sale or
other disposition by the Company of the capital stock or assets of any business
unit, division, subsidiary, or other affiliate, if the Participant receives an
offer of employment from the purchaser or other acquiror at a combined annual
salary and guideline bonus at least equal to the annual salary and guideline
bonus for his or her position with the Company immediately prior to such sale or
other disposition.

     Section 3.3 Release. Unless the Participant executes a full waiver and
release of claims in a form satisfactory to the Company, and notwithstanding
anything herein to the contrary as provided in Section 5.2, the Benefits
provided hereunder in connection with a termination of employment shall be
provided only for the Salary Continuation Period set forth in Section 1.15(a) of
this Plan, and the special medical benefit described in Section 4.4 of this Plan
shall not be provided.

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                                  ARTICLE IV

                                    BENEFIT

     Section 4.1 Amount of Immediate Cash Benefit . The immediate cash amount to
be paid to a Participant eligible to receive Benefits under Section 3.1 hereof
shall be paid in a lump sum and shall equal the Participant's earned vacation
(as determined under the Company's applicable vacation policy as in effect on
the Employment Termination Date) through the end of his or her Employment
Termination Date.

     Section 4.2 Salary Continuation.  A Participant who is eligible to receive
Benefits under Section 3.1 shall continue to be entitled, through the end of
his/her Salary Continuation Period to his/her Weekly Compensation as in effect
on the Employment Termination Date.

     Section 4.3 Executive Benefits.  A Participant who is eligible to receive
Benefits under Section 3.1 shall continue to be entitled, through the end of
his/her Salary Continuation Period to those employee benefits listed below:

           (a) death benefits as follows:

                  (1) for Participants who became Executive Resource Employees
           on or after January 1, 1985, an amount equal to one (1) times annual
           base salary at the Employment Termination Date; and

                  (2) for Participants who became Executive Resource Employees
           before January 1, 1985, an amount equal to two (2) times the sum of
           annual base salary and guideline bonus at the Employment Termination
           Date;

           Any supplemental coverages elected under the Sunoco, Inc. Death
     Benefits Plan (or any similar plan of any of the following: a subsidiary or
     affiliate which has adopted this Plan; a corporation succeeding to the
     business of Sunoco, Inc.; and/or any subsidiary or affiliate, by merger,
     consolidation or liquidation or purchase of assets or stock or similar
     transaction) will be discontinued under the terms of such plan or plans;
     and

           (b)    medical plan benefits (excluding dental coverage), including
     COBRA continuation coverage beginning as of the start of the Salary
     Continuation Period and running concurrently therewith.

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     In each case, when contributions are required of all other active Executive
Resource Employees at the time of the Participant's Employment Termination Date,
or thereafter, if required of other Executive Resource Employees, the
Participant shall continue to be responsible for making the required
contributions during the Salary Continuation Period in order to be eligible for
the coverage. In lieu of the coverages provided under clauses (a) and (b) above,
the Company may pay, at the time payment is otherwise to be made of cash
Benefits pursuant to Section 5.1 hereof, the Participant an amount equal to the
then present value of the Company's cost of such coverages (as adjusted for
taxes), or the Company may provide the Participant with comparable coverage
under a policy of insurance. The Participant also shall be entitled to such
outplacement services as deemed appropriate by the Committee.

     Section 4.4 Special Medical Benefit. Participants who have executed and not
revoked the release described in Section 3.3 hereof, and who are fifty (50) or
more years of age on the Employment Termination date, with a minimum of ten (10)
years of Company Service shall have medical (but not dental) benefits available
under the same terms and conditions as other employees not yet eligible for
Medicare coverage who retire under the terms of a Company retirement plan. Such
benefits may continue until such time as the Participant becomes first eligible
for Medicare, or the Participant voluntarily cancels coverage, whichever is
earliest.

     Section 4.5 Retirement Plans. This Plan shall not govern and shall in no
way affect the Participant's interest in, or entitlement to benefits under, any
of the Company's qualified or supplemental retirement plans and any payments
received under any such plan shall not affect a Participant's right to any
Benefit hereunder.

     Section 4.6 Minimum Benefit. Notwithstanding the provisions of Sections
4.2, 4.3 and 4.4 hereof, the Benefits available under this Plan shall not be
less than those determined in accordance with the provisions of the Sunoco, Inc.
Involuntary Termination Plan. If the Participant determines that the benefits
under the Sunoco, Inc. Involuntary Termination Plan are more valuable to the
Participant than the comparable Benefits set forth in this Plan, then the
provisions used to calculate the Benefits available to the Participant under
this Plan shall not apply, and the Benefits available to the Participant under
this Plan shall be calculated using only the applicable provisions of the
Sunoco, Inc. Involuntary Termination Plan.

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     Section 4.7 Effect on Other Benefits. There shall not be drawn from the
continued provision by the Company of any of the aforementioned Benefits any
implication of continued employment or of continued right to accrual of
retirement benefits under the Company's qualified or supplemental retirement
plans, nor shall a Participant accrue vacation days, paid holidays, paid sick
days or other similar benefits normally associated with employment for any part
of the Salary Continuation Period during which benefits are payable under this
Plan.

                                   ARTICLE V

                    METHOD AND DURATION OF BENEFIT PAYMENTS

     Section 5.1 Method of Payment. The cash Benefits to which a Participant is
entitled, as determined pursuant to Article IV hereof, generally shall be paid
monthly. Payment shall be made by mailing to the last address provided by the
Participant to the Company, or by direct deposit into a bank account designated
by the Participant in writing to the Company. Alternatively, with the prior
written consent of the Committee, the Participant may elect to receive such
benefits as a single lump sum payment, determined on the same basis as lump sum
payments are determined under the Sunoco, Inc. Retirement Plan.

     Section 5.2 Conditions to Entitlement to Benefit. In order to be eligible
to receive full Benefits hereunder, a Participant shall make himself/herself
available to the Company and cooperate in any reasonable manner (so as not to
unreasonably interfere with subsequent employment) in providing assistance to
the Company after his or her Employment Termination Date in conducting any
matters which are pending at such time, and, as provided in Section 3.3, shall
execute 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. Such release and discharge shall be in such form as is 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.

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     Section 5.3 Payments to Beneficiary(ies). Each Executive Resource Employee
shall designate a beneficiary(ies) to receive any Benefits due hereunder in the
event of the Participant's death prior to the receipt of all such Benefits. Such
beneficiary designation shall be made in the manner, and at the time, prescribed
by the Committee in its sole discretion. In the absence of an effective
beneficiary designation hereunder, the Participant's estate shall be deemed to
be his or her designated beneficiary.

                                  ARTICLE VI

                                ADMINISTRATION

     Section 6.1 Appointment of the Committee. The Committee shall consist of
three (3) or more persons appointed by the Chief Executive Officer. Committee
members may be, but need not be, employees of the Company.

     Section 6.2 Tenure of the Committee. Committee members shall serve at the
pleasure of the Chief Executive Officer. Committee members may resign at any
time on ten (10) days' written notice, and Committee members may be discharged,
with or without cause, at any time by the Chief Executive Officer.

     Section 6.3 Authority and Duties. It shall be the duty of the Committee, on
the basis of information supplied to it by the Company, to determine the
eligibility of each Participant for Benefits under the Plan, to determine the
amount of Benefit to which each such Participant may be entitled, and to
determine the manner and time of payment of the Benefit consistent with the
provisions hereof. In addition, the exercise of discretion by the Committee need
not be uniformly applied to similarly situated Participants. The Company shall
make such payments as are certified to it by the Committee to be due to
Participants. The Committee shall have the full power and authority to construe,
interpret and administer the Plan, to correct deficiencies therein, to supply
omissions and to make factual determinations. All decisions, actions and
interpretations of the Committee shall be final, binding and conclusive upon the
parties.

     Section 6.4 Action by the Committee. A majority of the members of the
Committee shall constitute a quorum for the transaction of business at a meeting
of the Committee. Any action of the Committee may be taken upon the affirmative
vote of a majority of the members

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of the Committee at a meeting, or at the direction of the Chairperson, without a
meeting by mail, telegraph, telephone or electronic communication device;
provided that all of the members of the Committee are informed of their right to
vote on the matter before the Committee and of the outcome of the vote thereon.

     Section 6.5 Officers of the Committee. The Chief Executive Officer shall
designate one of the members of the Committee to serve as Chairperson thereof.
The Chief Executive Officer shall also designate a person to serve as Secretary
of the Committee, which person may be, but need not be, a member of the
Committee.

     Section 6.6 Compensation of the Committee. Members of the Committee shall
receive no compensation for their services as such. However, all reasonable
expenses of the Committee shall be paid or reimbursed by the Company upon proper
documentation. The Company shall indemnify members of the Committee against
personal liability for actions taken in good faith in the discharge of their
respective duties as members of the Committee and shall provide coverage to them
under the Company's liability insurance program(s).

     Section 6.7 Records, Reporting and Disclosure. The Committee shall keep all
individual and group records relating to Participants and former Participants
and all other records necessary for the proper operation of the Plan. Such
records shall be made available to the Company and to each Participant for
examination during business hours except that a Participant shall examine only
such records as pertain exclusively to the examining Participant and to the
Plan. The Committee shall prepare and shall file as required by law or
regulation all reports, forms, documents and other items required by ERISA, the
Internal Revenue Code, and every other relevant statute, each as amended, and
all regulations thereunder (except that the Company, as payor of the Benefits,
shall prepare and distribute to the proper recipients all forms relating to
withholding of income or wage taxes, Social Security taxes, and other amounts
which may be similarly reportable).

     Section 6.8 Actions of the Chief Executive Officer. Whenever a
determination is required of the Chief Executive Officer under the Plan, such
determination shall be made solely at the discretion of the Chief Executive
Officer. In addition, the exercise of discretion by the Chief Executive Officer
need not be uniformly applied to similarly situated Participants and shall be
final and binding on each Participant or beneficiary(ies) to whom the
determination is directed.

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     Section 6.9  Benefits of the Chief Executive Officer. The Board of
Directors (or any committee thereof delegated such responsibility) shall make
all determinations with respect to the amounts, timing and eligibility for any
Benefits provided hereunder to the Chief Executive Officer. In addition, if the
Chief Executive Officer is serving on the Committee, the Chief Executive Officer
shall not participate on any matter that directly pertains to, or affects, the
Chief Executive Officer. Whenever a determination is required of the Chief
Executive Officer as to any matter that directly pertains to, or affects, the
Chief Executive Officer under the Plan, such determination with respect to the
Chief Executive Officer shall be made and approved by a majority of the
Continuing Directors, or, if there are no Continuing Directors, then by at least
three quarters (3/4) of the entire Board of Directors.

     Section 6.10 Bonding. The Committee shall arrange any bonding that may be
required by law, but no amount in excess of the amount required by law (if any)
shall be required by the Plan.

                                  ARTICLE VII

                           AMENDMENT AND TERMINATION

     Section 7.1  Amendment, Suspension and Termination. The Company, acting by
or pursuant to a resolution of the Board of Directors, or a committee thereof
delegated such responsibility, retains the right, at any time and from time to
time, to amend, suspend or terminate the Plan in whole or in part, for any
reason, and without either the consent of or the prior notification to any
Participant. No such amendment shall give the Company the right to recover any
amount paid to a Participant prior to the date of such amendment or to cause the
cessation and discontinuance of payments of Benefits to any person or persons
under the Plan already receiving Benefits.

                                 ARTICLE VIII

                             DUTIES OF THE COMPANY

  Section 8.1  Records.  The Company shall supply to the Committee all records
and information necessary to the performance of the Committee's duties.

  Section 8.2  Payment.  The Company shall make payments from its general assets
to Participants, and shall provide the Benefits described in Article IV hereof
in accordance with the terms of this Plan, as directed by the Committee.

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                                  ARTICLE IX

                               CLAIMS PROCEDURES

     Section 9.1 Application for Benefits. Benefits shall be paid by the Company
following a termination of employment that qualifies the Participant for
Benefits. In the event a Participant believes himself/herself eligible for
Benefits under this Plan and Benefit payments have not been initiated by the
Company, the Participant may apply for such Benefits by requesting payment of
Benefits in writing from the Company.

     Section 9.2 Appeals of Denied Claims for Benefits. In the event that any
claim for benefits is denied in whole or in part, the Participant (or
beneficiary, if applicable) whose claim has been so denied shall be notified of
such denial in writing by the Committee, within thirty (30) days following
submission by the Participant (or beneficiary, if applicable) of such claim to
the Committee. The notice advising of the denial shall specify the reason or
reasons for denial, make specific reference to pertinent Plan provisions,
describe any additional material or information necessary for the claimant to
perfect the claim (explaining why such material or information is needed), and
shall advise the Participant of the procedure for the appeal of such denial. All
appeals shall be made by the following procedure:

          (a) The Participant whose claim has been denied shall file with the
     Committee a notice of desire to appeal the denial. Such notice shall be
     filed within sixty (60) days of notification by the Committee of the claim
     denial, shall be made in writing, and shall set forth all of the facts upon
     which the appeal is based. Appeals not timely filed shall be barred.

          (b) The Committee shall, within thirty (30) days of receipt of the
     Participant's notice of appeal, establish a hearing date on which the
     Participant may make an oral presentation to the Committee in support of
     his/her appeal. The Participant shall be given not less than ten (10) days'
     notice of the date set for the hearing.

          (c) The Committee shall consider the merits of the claimant's written
     and oral presentations, the merits of any facts or evidence in support of
     the denial of benefits, and such other facts and circumstances as the
     Committee shall deem relevant. If the claimant elects not to make an oral
     presentation, such election shall not be deemed adverse to his/her
     interest, and the Committee shall proceed as set forth below as though an
     oral presentation of the contents of the claimant's written presentation
     had been made.

          (d) The Committee shall render a determination upon the appealed
     claim, within

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     sixty (60) days of the hearing date, which determination shall be
     accompanied by a written statement as to the reasons therefor. The
     determination so rendered shall be binding upon all parties.

                                  ARTICLE X

                                 MISCELLANEOUS

     Section 10.1  Nonalienation of Benefits. None of the payments, benefits or
rights of any Participant shall be subject to any claim of any creditor, and, in
particular, to the fullest extent permitted by law, all such payments, benefits
and rights shall be free from attachment, garnishment, trustee's process, or any
other legal or equitable process available to any creditor of such Participant.
No Participant shall have the right to alienate, anticipate, commute, pledge,
encumber or assign any of the benefits or payments which he/she may expect to
receive, contingently or otherwise, under this Plan.

     Section 10.2  No Contract of Employment. Neither the establishment of the
Plan, nor any modification thereof, nor the creation of any fund, trust or
account, nor the payment of any benefits shall be construed as giving any
Participant, or any person whosoever, the right to be retained in the service of
the Company, and all Participants shall remain subject to discharge to the same
extent as if the Plan had never been adopted.

     Section 10.3  Severability of Provisions. If any provision of this Plan
shall be held invalid or unenforceable, such invalidity or unenforceability
shall not affect any other provisions hereof, and this Plan shall be construed
and enforced as if such provisions had not been included.

     Section 10.4  Successors, Heirs, Assigns, and Personal Representatives.
This Plan shall be binding upon the heirs, executors, administrators, successors
and assigns of the parties, including each Participant, present and future.
Unless the Chief Executive Officer directs otherwise, the Company shall require
any successor or successors (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company, or a division thereof, to acknowledge expressly that this
Agreement is binding upon and enforceable against the Company in accordance with
the terms hereof, and to become jointly and severally obligated with the Company
to perform this Agreement in the same manner and to the same extent that the
Company would be required to perform if no such succession or successions had
taken place.

     Section 10.5  Headings and Captions. The headings and captions herein are
provided for reference and convenience only, shall not be considered part of the
Plan, and shall not be employed in the construction of the Plan.

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     Section 10.6  Gender and Number. Except where otherwise clearly indicated
by context, the masculine and the neuter shall include the feminine and the
neuter, the singular shall include the plural, and vice-versa.

     Section 10.7  Unfunded Plan. The Plan shall not be funded. The Company may,
but shall not be required to, set aside or earmark an amount necessary to
provide the Benefits specified herein (including the establishment of trusts).
In any event, no Participant shall have any right to, or interest in, any assets
of the Company which may be applied by the Company to the payment of Benefits.

     Section 10.8  Payments to Incompetent Persons, Etc. Any benefit payable to
or for the benefit of a minor, an incompetent person or other person incapable
of receipting therefor shall be deemed paid when paid to such person's guardian
or to the party providing or reasonably appearing to provide for the care of
such person, and such payment shall fully discharge the Company, the Committee
and all other parties with respect thereto.

     Section 10.9  Lost Payees. A Benefit shall be deemed forfeited if the
Committee is unable to locate a Participant to whom a Benefit is due. Such
Benefit shall be reinstated if application is made by the Participant for the
forfeited Benefit while this Plan is in operation.

     Section 10.10 Controlling Law.  This Plan shall be construed and enforced
according to the laws of the Commonwealth of Pennsylvania to the extent not
preempted by Federal law.

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