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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.

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  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:

     (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);


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         (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.

  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.

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  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 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

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       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.

  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

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  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 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;

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         (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.

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  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.

  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-

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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.

                                  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:

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            (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;

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 Section 3.02 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.

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     (b) The amount calculated in Sections 3.02(a), 3.03 and 3.04 will be
  reduced by 5/12% for each full month by which actual retirement precedes the
  Normal Retirement Date by more than five (5) years, and the offset for Social
  Security Benefits calculated in Section 3.02(b) will be reduced by 7/12% for
  each full month that actual retirement precedes the Normal Retirement Date
  during the five-year period immediately preceding the Normal Retirement Date,
  and 7/24% for each full month that actual retirement precedes the Normal
  Retirement Date by more than five (5) years.

  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.

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                                  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 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.

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     (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 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

                                       14
<PAGE>

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 fifty percent (50%) 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 elect to have
the Preretirement Spouse's Death Benefit paid in an annuity pursuant to this
Section.  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 the Spouse.  A Participant may change or revoke an election of this
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 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:

                                       15
<PAGE>

     (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 5.04 will be in addition
to any benefits otherwise payable under Article IV.


                                  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 Section 6.01(b) shall consist of a
  nonforfeitable percentage (not to exceed 100%) 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

                                       16
<PAGE>

  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. If the Participant has not elected to
  receive a lump sum payment under this Section 6.01(b), and dies prior to
  commencement of the payment of the benefit under this Section 6.01(b), then
  the Participant's Spouse will be entitled to a preretirement death benefit in
  accordance with Sections 5.01, 5.02 and 5.03.

  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
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:

                                       17
<PAGE>

       (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.

     (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

                                       18
<PAGE>

  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

                                       19
<PAGE>

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.

  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

                                       20
<PAGE>

  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 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.

                                       21
<PAGE>

  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.


                                  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.

                                       22
<PAGE>

  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.

                                       23