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                                                              Exhibit 10.4


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                      DIRECTORS' DEFERRED COMPENSATION PLAN

                              Amended and Restated
                                      as of
                                September 6, 2001













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                                    ARTICLE I

                                   Definitions

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

      1.1 95% Withdrawal - shall have the meaning provided herein at Section
7.1.

      1.2 Business Combination - shall have the meaning provided herein at
Section 1.4(c).

      1.3 Cash Unit - shall mean the entry in a Deferred Compensation Account of
a credit equal to One Dollar ($1.00).

      1.4 Change in Control - shall mean the occurrence of any of the following
events:

            (a) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act of 1934, as amended)
(a "Person") of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either (1) the
then-outstanding shares of common stock of the Company (the "Outstanding Company
Common Stock") or (2) the combined voting power of the then-outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities"); provided, however,
that, for purposes of this Section (a), the following acquisitions shall not
constitute a Change in Control: (A) any acquisition directly from the Company,
(B) any acquisition by the Company, (C) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or any company
controlled by, controlling or under common control with the Company, or (D) any
acquisition by any entity pursuant to a transaction that complies with Sections
(c)(1), (c)(2) and (c)(3) of this definition;

            (b) Individuals who, as of September 6, 2001, constitute the Board
of Directors (the "Incumbent Board") cease for any reason to constitute at least
a majority of the Board of Directors; provided, however, that any individual
becoming a director subsequent to the date hereof whose election, or nomination
for election by the Company's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board of Directors;

            (c) Consummation of a reorganization, merger, statutory share
exchange or consolidation or similar corporate transaction involving the Company
or any of its subsidiaries, a sale or other disposition of all or substantially
all of the assets of the Company, or the acquisition of assets or stock of
another entity by the Company or any of its subsidiaries (each, a "Business
Combination"), in each case unless, following such Business Combination, (1) all
or substantially all of the individuals and entities that were the beneficial
owners of the Outstanding Company Common Stock and the Outstanding Company
Voting Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 60% of the then-outstanding shares of
common stock and the combined voting power of the then-outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the


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corporation resulting from such Business Combination (including, without
limitation, a corporation that, as a result of such transaction, owns the
Company or all or substantially all of the Company's assets either directly or
through one or more subsidiaries) in substantially the same proportions as their
ownership immediately prior to such Business Combination of the Outstanding
Company Common Stock and the Outstanding Company Voting Securities, as the case
may be, (2) no Person (excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of the Company or
such corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 20% or more of, respectively, the then-outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then-outstanding voting
securities of such corporation, except to the extent that such ownership existed
prior to the Business Combination, and (3) at least a majority of the members of
the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement or of the action of the Board of Directors providing for
such Business Combination; or

            (d) Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.

      1.5 Change in Control Election - shall have the meaning provided herein at
Section 7.1

      1.6 Committee - shall mean the Governance Committee of the Board of
Directors of Sunoco, Inc.

      1.7 Company - shall mean Sunoco, Inc., a Pennsylvania corporation. The
term "Company" shall include any successor to Sunoco, Inc., any subsidiary or
affiliate which has adopted the Plan, or a corporation succeeding to the
business of Sunoco, Inc., or any subsidiary or affiliate by merger,
consolidation, liquidation or purchase of assets or stock or similar
transaction.

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

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

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

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

      1.12 Dividend Equivalent - shall mean the entry in a Deferred Compensation
Account or a Restricted Deferred Compensation Account of a dividend credit with
respect to a Share Unit, each Dividend Equivalent being equal to the dividend
paid from time to time on a Share.

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

      1.14 Incumbent Board - shall have the meaning provided herein at Section
1.4(b).


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      1.15 Interest Equivalent - shall mean the entry in a Deferred Compensation
Account of an interest credit with respect to a Cash Unit, compounded on the
basis of the balance in the Participant's Deferred Compensation Account,
applying the interest factor approved by the Committee each year for such
purpose.

      1.16 Outstanding Company Common Stock - shall have the meaning provided
herein at Section 1.4(a).

      1.17 Outstanding Company Voting Securities - shall have the meaning
provided herein at Section 1.4(a).

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

      1.19 Person - shall have the meaning provided herein at Section 1.4(a).

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

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

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

      1.23 Share - shall mean a share of the Company's authorized voting Common
Stock ($1.00 par value per share) and any share or shares of stock of the
Company hereafter issued or issuable in substitution or exchange for each such
share.

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


                                   ARTICLE II

                  Voluntary Deferral of Directors' Compensation

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


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            (a) the percentage of Compensation to be deferred;

            (b) the form of deferral, being either Cash Units, Share Units, or a
      combination of the two and the percentage allocations of such;

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

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

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

      2.2 Subsequent Change in Method of Payment Election.

            (a) Change in Method of Payment Prior to Commencement of
      Distribution or Payment. With the approval of the Committee, and at any
      time not later than twelve (12) months prior to the commencement of any
      payment or distribution of the amounts credited to the Participant's
      Deferred Compensation Account, a Participant in this portion of the Plan
      may file a written request with regard to the method of payment (i.e., a
      series of installments versus lump-sum payout), on a form prescribed by
      the Committee, which will revoke all such earlier or prior elections with
      regard to the method of payment (i.e., a series of installments versus
      lump-sum payout), and such new choice as to method of payment will be
      applied both to amounts previously credited to the Participant's current
      Deferred Compensation Account balance, as well as to amounts to be
      credited to such Deferred Compensation Account balance prospectively. Any
      such new or subsequent election that is made less than twelve (12) months
      prior to the commencement of any payment or distribution of the amounts
      credited to the Participant's Deferred Compensation Account, will be null
      and void, and the Participant's most recent preceding timely election will
      be reinstated.

            (b) Change in Method of Payment Following Commencement of
      Distribution or Payment. After payment or distribution of amounts credited
      to the Participant's Deferred Compensation Account has commenced, the
      Participant may not change the period of time for which such amounts are
      payable. However the Participant may convert installment payments to a
      lump sum distribution subject to a penalty equal to a five percent (5%)
      reduction in the balance of the Participant's Deferred Compensation
      Account, which shall be forfeited to the Company.

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

      2.4 Time of Election Except as otherwise determined by the Committee in
its sole discretion, an election to defer must be filed and received by the
Committee by the end of the calendar


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quarter preceding the calendar quarter in which the Compensation is to be
earned. A new Director may also elect to defer Compensation prior to the
commencement of his or her term in office.

                                   ARTICLE III

                    Voluntary Deferred Compensation Accounts

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

      3.2 Crediting Share Units. Share Units shall be credited to a
Participant's Deferred Compensation Account at the time the Compensation would
otherwise have been paid had no election to defer been made. The number of Share
Units to be credited to the Deferred Compensation Account shall be determined by
dividing the Compensation by the average closing price for Shares as published
in the Wall Street Journal under the caption "New York Stock Exchange Composite
Transactions" for the ten (10) day period prior to the day on which the
Compensation would otherwise have been paid. Any fractional Share Units shall
also be credited to a Participant's Deferred Compensation Account. The number of
Share Units in a Deferred Compensation Account shall be appropriately adjusted
by the Committee in the event of changes in the Company's outstanding common
stock by reason of a stock dividend or distribution, recapitalization, merger,
consolidation, split-up, combination, exchange of shares or the like, and such
adjustments shall be conclusive. Share Units shall not entitle any person to the
rights of a stockholder.

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

      3.4 Crediting Dividend Equivalents. For Share Units, the Company shall
credit the Participant's Deferred Compensation Account with Dividend Equivalents
being equal to the dividends declared on the Company's Shares. The crediting
shall occur as of the date on which said dividends are paid. The number of Share
Units to be credited to the Deferred Compensation Account shall be calculated by
dividing the Dividend Equivalents by the average closing price for Shares as
published in the Wall Street Journal (under the caption "New York Stock Exchange
Composite Transactions") or any other publication selected by the Committee for
the period of ten (10) trading days prior to the day on which the dividends are
paid on the Company's Shares. Any fractional Share Units shall also be credited
to a Participant's Deferred Compensation Account.

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

      3.6 Share Unit Conversion. Immediately upon termination of Board service,
and so prior to the commencement of any payout or distribution of any amounts
hereunder, a Participant may make a one-time election to convert to Cash Units
all or a portion of the balance of Share Units in such Participant's Deferred
Compensation Account. Any Share Units so converted to Cash Units as a result of
this one-time conversion election shall be valued at the average closing price
for Shares


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as published in the Wall Street Journal (under the caption "New York Stock
Exchange Composite Transactions") or any other publication selected by the
Committee for the ten (10) day period immediately prior to such one-time
conversion election.

      3.7   Time of Payment.

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

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

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

                        (i)   retirement as a Director;

                        (ii)  termination of Board membership; or

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

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

            (b) Acceleration of Benefit Commencement Date Prior to Payment. At
any time prior to the commencement of any payment or distribution of a
Participant's Deferred Compensation Account, such Participant may request in
writing to accelerate the receipt of all or a specified portion of such deferred
Compensation amounts to the first day of any calendar quarter; provided,
however, that such date is at least six (6) months after the end of the quarter
in which the Compensation is earned. Any such acceleration will be subject to a
penalty equal to a five percent (5%) reduction in the balance of the
Participant's Deferred Compensation Account, which shall be forfeited to the
Company;

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

            (a) selecting a lump-sum payment;


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            (b) selecting a series of approximately equivalent annual
      installments (adjusted as necessary to reflect Dividend Equivalents and/or
      Interest Equivalents accrued during the installment payout period) in such
      number of installments as the Participant shall specify (not exceeding
      twenty (20) installments); or

            (c) not selecting a method of payment at the time the Deferred
      Payment Election Form is prepared. If the Participant does not select a
      method of payment, he or she must, at least twelve (12) months prior to
      the time the deferral amount is scheduled to be paid, notify the Corporate
      Secretary as to the specific method of payment which will be either in a
      lump sum or in approximately equivalent annual installments, and such
      election shall be subject to the consent of the Committee. Failure to
      provide appropriate notification to the Corporate Secretary will result in
      a lump sum payment on the deferral payment date.

      Participant shall receive in cash all deferred compensation credited to
such Participant's Deferred Compensation Account. Share Units credited to the
Participant's Deferred Compensation Account shall be valued at the average
closing price for Shares as published in the Wall Street Journal (under the
caption "New York Stock Exchange Composite Transactions") or any other
publication selected by the Committee for the ten (10) day period prior to each
new calendar year.

                                   ARTICLE IV

                    Restricted Deferred Compensation Accounts

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

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


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consolidation, split-up, combination, exchange of shares or the like, and such
adjustments shall be conclusive. Restricted Share Units shall not entitle any
person to the rights of a stockholder.

      4.3 Crediting Dividend Equivalents. The Company shall credit the
Participant's Restricted Deferred Compensation Account with Dividend Equivalents
being equal to the dividends declared on the Company's Shares. The crediting
shall occur as of the date on which said dividends are paid. The number of
Restricted Share Units to be credited to the Restricted Deferred Compensation
Account shall be calculated by dividing the Dividend Equivalents by the average
closing price for Shares as published in the Wall Street Journal (under the
caption "New York Stock Exchange Composite Transactions") or any other
publication selected by the Committee for the period of ten (10) trading days
prior to the day on which the dividends are paid on the Company's Shares. Any
fractional Restricted Share Units shall also be credited to a Participant's
Restricted Deferred Compensation Account.

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

      4.5   Time of Payment.

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

                  (a)   retirement as a Director;

                  (b)   termination of Board service; or

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

      Notwithstanding the foregoing provisions of this Section 4.5, in no event,
however, shall any payment or distribution be made within the six (6) months of
the Compensation being earned. The


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benefit commencement date may not be later than the third calendar year
following the attainment of mandatory retirement age for Participants.

            (b) Acceleration of Benefit Commencement Date Prior to Payment. At
any time prior to the commencement of any payment or distribution of a
Participant's Restricted Deferred Compensation Account, such Participant may
request in writing to accelerate the receipt of all or a specified portion of
such Restricted Deferred Compensation Account amounts to the first day of any
calendar quarter; provided, however, that such date is at least six (6) months
after the end of the quarter in which the Compensation is earned. Any such
acceleration will be subject to a penalty equal to a five percent (5%) reduction
in the balance of the Participant's Restricted Deferred Compensation Account,
which shall be forfeited to the Company.

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

            (a) selecting a lump sum payment;

            (b) selecting a series of approximately equivalent annual
            installments (adjusted as necessary to reflect Dividend Equivalents
            and/or Interest Equivalents accrued during the installment payout
            period) in such number of installments as the Participant shall
            specify (not exceeding twenty (20) installments); or

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

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

      4.7   Subsequent Change in Method of Payment Election.

            (a) Change in Method of Payment Prior to Commencement of
      Distribution or Payment. With the approval of the Committee, and at any
      time not later than twelve (12) months prior to the commencement of any
      payment or distribution of the amounts credited to the Participant's
      Restricted Deferred Compensation Account, a Participant in this portion of
      the Plan may file a written request with regard to the method of payment
      (i.e., a series of installments versus lump-sum payout), on a form
      prescribed by the Committee, which will revoke all such earlier or prior
      elections with regard to the method of payment (i.e., a series of
      installments versus lump-sum payout), and such new choice as to method of
      payment will be applied both to amounts previously credited to the
      Participant's current Restricted Deferred Compensation Account balance, as
      well as to amounts to be credited to such Restricted Deferred Compensation
      Account balance prospectively. Any such new or subsequent election that is
      made less than twelve (12) months prior to the commencement of any payment
      or distribution of the amounts credited to the Participant's


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      Restricted Deferred Compensation Account, will be null and void, and the
      Participant's most recent preceding timely election will be reinstated.

            (b) Change in Method of Payment Following Commencement of
      Distribution or Payment. After payment or distribution of amounts credited
      to the Participant's Restricted Deferred Compensation Account has
      commenced, the Participant may not change the period of time for which
      such amounts are payable. However the Participant may convert installment
      payments to a lump sum distribution subject to a penalty equal to a five
      percent (5%) reduction in the balance of the Participant's Restricted
      Deferred Compensation Account, which shall be forfeited to the Company.

                                    ARTICLE V

                          Designation of Beneficiaries

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

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

      5.3 Survivor Benefits. Upon the Participant's death, any balances in the
Participant's Deferred Compensation Account and Restricted Deferred Compensation
Account shall be paid in accordance with the method and form elected by the
Participant; provided, however, that the balance of the Participant's Deferred
Compensation Account and Restricted Deferred Compensation Account may be paid
out as a lump sum at the request of the designated beneficiary, and with the
consent of the Committee.

                                   ARTICLE VI

                               Source of Payments

      All payments of deferred compensation shall be paid in cash from the
general funds of the Company and the Company shall be under no obligation to
segregate any assets in connection with the maintenance of a Deferred
Compensation Account or Restricted Deferred Compensation Account, nor shall
anything contained in this Plan nor any action taken pursuant to the Plan create
or be construed to create a trust of any kind, or a fiduciary relationship
between the Company and Participant. Title to the beneficial ownership of any
assets, whether cash or investments, which the


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Company may designate to pay the amount credited to the Deferred Compensation
Account or a Restricted Deferred Compensation Account shall at all times remain
in the Company and Participant shall not have any property interest whatsoever
in any specific assets of the Company. Participant's interest in the Deferred
Compensation Account or a Restricted Deferred Compensation Account shall be
limited to the right to receive payments pursuant to the terms of this Plan and
such rights to receive shall be no greater than the right of any other unsecured
general creditor of the Company.

                                   ARTICLE VII

                                Change in Control

      7.1 Effect of Change in Control on Payment. Anything to the contrary in
this Plan notwithstanding, at any time a Participant may make an election (a
"Change in Control Election") to receive, in a single lump sum payment, upon the
occurrence of a Change in Control, the balance of his or her Deferred
Compensation Account and Restricted Deferred Compensation Account, as of the
valuation date immediately preceding the Change in Control. Any Change in
Control Election or revocation of an existing Change in Control Election shall
be null and void if a Change in Control occurs within 12 months after it is
made, and the Participant's most recent preceding Change in Control Election, if
timely made and not revoked at least 12 months before the Change in Control,
shall remain in force. Each such election or revocation shall be in writing and
in conformity with such rules as may be prescribed by the Committee. If no
Change in Control Election is in force upon the occurrence of a Change in
Control, from the date of such Change in Control and for twelve (12) months
thereafter, each Participant, whether or not he or she is still an employee of
the Company, shall have the right to withdraw, in a single lump-sum cash
payment, an amount equal to ninety-five percent (95%) of the balance of each of
his or her Deferred Compensation Account and Restricted Deferred Compensation
Account (a "95% Withdrawal"), as of the valuation date immediately preceding the
date of withdrawal; provided, however, that if this option is exercised, such
Participant will forfeit to the Company the remaining five percent (5%) of the
balance of each such account (as of the valuation date immediately preceding the
date of withdrawal) from which the funds are withdrawn as a penalty. Payments
pursuant to a 95% Withdrawal shall be made as soon as practicable, but no later
than thirty (30) days after the Participant notifies the Committee in writing
that he/she is exercising his/her right to undertake a 95% Withdrawal.

      7.2 Amendment on or after Change in Control. On or after a Change in
Control, or before, but in connection with, a Change in Control, no action,
including by way of example and not of limitation, the amendment, suspension or
termination of the Plan, shall be taken which would adversely affect the rights
of any Participant or the operation of this Article VII with respect to the
balance in the Participant's Accounts immediately before such action.

      7.3 Attorney's Fees. The Company shall pay all legal fees and related
expenses incurred by a Participant in seeking to obtain or enforce any payment,
benefit or right such Participant may be entitled to under the plan after a
Change in Control. The Participant shall reimburse the Company for such fees and
expenses at such time as a court of competent jurisdiction, or another
independent third party having similar authority, determines that the
Participant's claim was frivolously brought without reasonable expectation of
success on the merits thereof.


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                                  ARTICLE VIII

                            Nonalienation of Benefits

      Participant shall not have the right to sell, assign, transfer or
otherwise convey or encumber in whole or in part the right to receive any
payment under this Plan except in accordance with Article V.

                                   ARTICLE IX

                               Acceptance of Terms

      The terms and conditions of this Plan shall be binding upon the heirs,
beneficiaries and other successors in interest of Participant to the same extent
that said terms and conditions are binding upon the Participant.

                                    ARTICLE X

                           Administration of the Plan

      The Plan shall be administered by the Committee which may make such rules
and regulations and establish such procedures for the administration of this
Plan as it deems appropriate. In the event of any dispute or disagreements as to
the interpretation of this Plan or of any rule, regulation or procedure or as to
any questioned right or obligation arising from or related to this Plan, the
decision of the Committee shall be final and binding upon all persons.

                                   ARTICLE XI

                            Termination and Amendment

      The Plan may be terminated at any time by the Board of Directors of
Sunoco, Inc. and may be amended at any time by the Committee provided, however,
that no such amendment or termination shall adversely affect the rights of
Participants or their beneficiaries with respect to amounts credited to Deferred
Compensation Accounts or Restricted Deferred Compensation Accounts prior to such
amendment or termination, without the written consent of the Participant.

                                   ARTICLE XII

                                  Construction

      In the case any one or more of the provisions contained in this Plan shall
be invalid, illegal or unenforceable in any respect the remaining provisions
shall be construed in order to effectuate the purposes hereof and the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby.


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                                  ARTICLE XIII

                                  Governing Law

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




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