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                                                                    Exhibit 10.6

                                  SUNOCO, INC.
                            SAVINGS RESTORATION PLAN
                 (Amended and Restated as of September 6, 2001)


I.    STRUCTURE OF THE PLAN

      The Sunoco, Inc. Savings Restoration Plan ("Plan") is established for the
purpose of providing for certain employees benefits which otherwise would be
lost by reason of the restrictive provisions of Section 401(a)(17) and Section
415 of the Internal Revenue Code of 1986, as amended (the "Code") applicable to
the Sunoco, Inc. Capital Accumulation Plan ("SunCAP"). This Plan is the result
of the merger of the Sun Company, Inc. Savings Restoration Plan II ("Plan II")
into the Plan, effective December 21, 1995. The provisions of the Plan and Plan
II prior to the effective date of the merger will remain effective with regard
to those contributions.

      This Plan is an unfunded plan maintained primarily for the purpose of
      providing deferred compensation for a select group of management or highly
      compensated employees within the meaning of Sections 3(36), 201(2),
      301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of
      1974.

II.   ADMINISTRATION OF THE PLAN

      The Plan Administrator (as this term is defined in SunCAP), or its
      delegate, ("Plan Administrator") shall administer the Plan. The Plan
      Administrator shall have full authority to determine all questions arising
      in connection with the Plan. The Plan Administrator will also interpret
      the Plan, adopt procedural rules, and may employ and rely on such legal
      counsel, such actuaries, such accountants and such agents as it may deem
      advisable to assist in the administration of the Plan. Decisions of the
      Plan Administrator shall be conclusive and binding on all persons.

III.  PARTICIPATION IN THE PLAN

      The Plan Administrator shall select the employees eligible to participate
      in the Plan for the next succeeding calendar year from among the
      participants in SunCAP whose employing corporation participates in SunCAP
      and adopts this Plan (hereinafter referred to as a "participating
      employer" which term also includes Sunoco, Inc. (the "Company")). The
      participants in SunCAP selected for participation in this Plan shall be
      those SunCAP participants that the Plan Administrator reasonably believes
      will have compensation in excess of the limitations on compensation
      imposed under the terms of SunCAP by reason of Sections 401(a)(17) of the
      Code (the "Compensation Cap") and/or will exceed the limitations on
      contributions imposed under the terms of SunCAP by reason of Section 415
      of the Code ("Annual Additions Limit") during the succeeding calendar
      year.


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IV.   BENEFITS PROVIDED UNDER THE PLAN

      1.    Participant Contributions

            A.    Compensation Cap Limitation. If a participant's Basic
                  Contributions (as this term is defined in SunCAP) to SunCAP
                  may be limited due to the imposition of the Compensation Cap,
                  the participant may elect, before the beginning of any payroll
                  period during which the participant is subject to the
                  Compensation Cap, to contribute on a pretax basis to the
                  participating employer by which the participant is employed,
                  any remaining percentage of such Basic Contributions which the
                  participant was otherwise prevented from making.

            B.    Annual Additions Limitation. If a participant's Basic
                  Contributions to SunCAP may be limited due to the imposition
                  of the Annual Additions Limit, the participant may elect,
                  before the beginning of the payroll period during which the
                  Annual Addition Limit is reached, to contribute on a pretax
                  basis to the participating employer by which the participant
                  is employed, any remaining percentage of such Basic
                  Contributions which the participant was otherwise prevented
                  from making.

            C.    Method of Making Participant Contributions. Participant
                  contributions, as determined above, will be withheld from the
                  compensation payable to the participant for services rendered
                  to the participating employer after the date of the election
                  and credited to a book account maintained for the participant
                  by or on behalf of the participating employer as of the date
                  such contributions would have been made to SunCAP. In
                  determining the percentage of a participant's compensation to
                  be contributed on a pretax basis under this Plan, no change in
                  a participant's Basic Contributions during a calendar year for
                  purposes of SunCAP shall be effective with respect to this
                  Plan until after such change is made. Without further action
                  by the participant, the choices specified in the participant's
                  election shall continue and be applied until such time as (i)
                  the Plan Administrator determines that such participant is no
                  longer eligible to participate in the Plan, (ii) the
                  participant provides a written election changing such choices,
                  or (iii) the participant provides a written election
                  terminating further contributions by the participant.

      2.    Participating Employer Contribution

            A participant's participating employer shall maintain, or cause to
            be maintained, a book account for such participant to which the
            participating employer shall credit an amount equal to the Matching
            Employer Contributions (as this term is defined in SunCAP) that the
            participating employer would have made on the participant's behalf
            to SunCAP had the


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            participant's Basic Contributions continued to be made to SunCAP,
            instead of to the participating employer under this Plan.

      3.    Nonforfeitability of and Earnings on Book Accounts

            A.    Nonforfeitability. All amounts credited to book accounts on
                  behalf of participants shall be nonforfeitable.

            B.    Earnings. Participant and participating employer contributions
                  will be credited to book accounts as of the date such
                  contributions would have been made to SunCAP. All amounts
                  credited to book accounts shall be deemed to have been
                  invested in Fund C established under SunCAP and such book
                  accounts shall be revalued daily as if they had been invested
                  in Fund C, except as provided in the following sentence.
                  Effective January 1, 1996, all amounts credited to book
                  accounts shall be deemed to have been invested in any of the
                  Funds established under SunCAP, and may be transferred among
                  the Funds, in accordance with the elections made by the
                  participant under this Plan, pursuant to procedures and
                  limitations in effect under SunCAP.

V.    DISTRIBUTIONS

      1.    Lump-Sum Distribution

            Each participating employer shall distribute to each participant in
            the Plan employed by it for whom it maintains book accounts or his
            beneficiary under SunCAP an amount in cash equal to 100% of the
            value of his book account(s) attributable to all participant
            contributions and employer contributions (and investment earnings on
            such contributions), for which an election has not been made
            pursuant to Section 2 of this Article V, upon the termination of
            employment of such participant under circumstances entitling him or
            his beneficiary to a distribution of the participant's interest in
            SunCAP whether or not a distribution is made at that time for
            SunCAP.

      2.    Ten-Year Certain Option

            Each participant may irrevocably elect, prior to the time a lump-sum
            distribution is required to be made pursuant to Section 1 of Article
            V, with respect to the value of the participant's book account(s)
            attributable to all participant contributions and employer
            contributions (and investment earnings on such contributions) for
            all years of the Plan, to waive the right to receive a lump-sum
            distribution of such contributions (and investment earnings on such
            contributions) (the "Ten-Year Certain Amounts") at termination of
            employment as provided in Section 1 of this Article V, and to
            receive a distribution of all Ten-Year Certain Amounts as determined
            under this Section 2.


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            The Ten-Year Certain Amounts shall be distributed commencing no
            later than two months after the time lump-sum amounts are
            distributable pursuant to Section 1 of this Article V, in a series
            of annual distributions. The participant will select the number (not
            to exceed ten) of such annual distributions. The amount of each
            annual distribution shall be equal to the value of the account
            balance on the distribution date, divided by the number of annual
            distributions remaining as of the date the participant's account is
            valued for the annual distribution. The final annual distribution
            shall include 100% of the value of the participant's book
            account(s).

            Undistributed Ten-Year Certain Amounts shall remain credited to the
            participant's book account(s) and shall be deemed to be invested in
            accordance with the provisions of Section 3 of Article IV. In the
            event of the death of the participant prior to distribution of all
            Ten-Year Certain Amounts, any undistributed Ten-Year Certain Amounts
            shall be paid to the participant's beneficiary under SunCAP as soon
            as is administratively feasible "

      3.    Acceleration of Payment upon Change in Control

            A.    Anything to the contrary in this Plan notwithstanding:

                  (i)   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 value of his book accounts under the Plan
                        as of 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 made in
                        writing and in conformity with such rules as may be
                        prescribed by the Plan Administrator.

                  (ii)  If no Change in Control Election is in force upon the
                        occurrence of a Change in Control, from the date of such
                        Change of Control and for twelve (12) months thereafter,
                        each participant, whether or not he 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 value of his book
                        accounts under the Plan (a "95% Withdrawal"); provided,
                        however, that if this option is exercised, such
                        participant will forfeit to the Company the remaining
                        five percent (5%) of the value of his book accounts as
                        of the time of the withdrawal. Payments pursuant to a
                        95% Withdrawal shall be made as soon as practicable, but
                        no later than thirty (30) days after


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                        the participant notifies the Plan Administrator in
                        writing that he is exercising his right to elect a 95%
                        Withdrawal.

                  (iii) On or after a Change in Control, no action, including by
                        way of example and not of limitation, the amendment,
                        suspension or termination of the Plan, shall be taken
                        which would affect the rights of any participant or the
                        operation of the Plan with respect to all amounts
                        credited to book accounts on behalf of participants on
                        the date of the Change in Control.

                  (iv)  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.

            B.    Definitions.

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

                  (i)   The acquisition by any individual, entity or group
                        (within the meaning of Section 13(d)(3) or 14(d)(2) of
                        the Securities Exchange Act of 1934, as amended (the
                        "Exchange Act")) (a "Person") of beneficial ownership
                        (within the meaning of Rule 13d-3 promulgated under the
                        Exchange Act) of 20% or more of either (a) the
                        then-outstanding shares of common stock of the Company
                        (the "Outstanding Company Common Stock") or (b) 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 (i), the following acquisitions
                        shall not constitute a Change in Control: (1) any
                        acquisition directly from the Company, (2) any
                        acquisition by the Company, (3) 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
                        (4) any acquisition by any entity pursuant to a
                        transaction that complies with Sections (iii)(a),
                        (iii)(b) and (iii)(c) of this definition;


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                  (ii)  Individuals who, as of September 6, 2001, constitute the
                        Board of Directors of the Company (the "Board") (such
                        individuals, the "Incumbent Board") cease for any reason
                        to constitute at least a majority of the Board;
                        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;

                  (iii) 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, (a) 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 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, (b) 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


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                        then-outstanding voting securities of such corporation,
                        except to the extent that such ownership existed prior
                        to the Business Combination, and (c) 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 providing for such Business Combination; or

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

      4.    Change in Method of Payment Following Commencement of Distribution
            or Payment

            After payment or distribution of the value of the participant's book
            account(s) attributable to all participant contributions and
            employer contributions (and investment earnings on such
            contributions) for all years of the Plan, has commenced, the
            participant may not change the period of time for which such amounts
            are payable. However the participant may convert installment
            payments (i.e., the "Ten-Year Certain Amounts" determined pursuant
            to Section 2 of this Article V) to a lump sum distribution, subject
            to a penalty equal to a five percent (5%) reduction in the balance
            of the value of the participant's book account(s) attributable to
            all participant contributions and employer contributions (and
            investment earnings on such contributions) for all years of the
            Plan.

      5.    Election of Commencement of Distribution

            Notwithstanding the provisions of Sections 1 and 2 of this Article
            V, at any time prior to the time a lump-sum distribution is required
            to be made pursuant to Section 1 of Article V, the participant may
            elect to defer commencement of distribution of benefits under
            Section 1 or Section 2 of Article V to a date that is no more than
            three years after the date of the participant's termination of
            employment. If an election is made under this Section 5, such
            election may be changed to a different date within such three-year
            period, subject to a penalty equal to a five percent (5%) reduction
            in the balance of the value of the participant's book account(s)
            attributable to all participant contributions and employer
            contributions (and investment earnings on such contributions) for
            all years of the Plan.


VI.   GENERAL PROVISIONS

      1.    Right to Terminate

            This Plan may be terminated at any time by the Company. The Company
            or any participating employer may terminate this Plan with respect
            to its employees participating in SunCAP. If a participating
            employer shall terminate SunCAP with respect to its employees the
            amounts to their


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            credit in their book accounts established under this Plan shall be
            distributed to such participants in a single sum in accordance with
            the provisions of SunCAP applicable in the event of termination of
            SunCAP or the complete discontinuance of contribution thereto.

      2.    Right to Amend

            This Plan may be amended at any time by the Board, except that no
            such amendment shall reduce for any participant the amount then
            credited to his book account established under this Plan.

      3.    Nonalienation of Benefits

            No right to payment or any other interest under this Plan shall be
            assignable or subject to attachment, execution, or levy of any kind.

      4.    Employment Relationships

            Nothing in this Plan shall be construed as giving any employee the
            right to be retained in the employ of any participating employer.
            Each participating employer in the Plan expressly reserves the right
            to dismiss any employee at any time without regard to the effect
            which such dismissal might have upon him under the Plan.

      5.    Plan not Funded

            Benefits payable under this Plan shall not be funded and shall be
            made out of the general funds of the participating employers.

      6.    Construction

            This Plan shall be construed, administered and enforced according to
            the laws of the state of Pennsylvania.




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