<PAGE>

                                                                   Exhibit 10.12



================================================================================










                                  DIRECTORS'
                      DEFERRED COMPENSATION AND BENEFITS
                                TRUST AGREEMENT

                                 By and Among

                                 SUNOCO, INC.

                             BANKERS TRUST COMPANY

                                      and

                    TOWERS, PERRIN, FORSTER & CROSBY, INC.

                         Dated as of January 11, 1999
               and Amended and Restated as of September 6, 2001








================================================================================
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                  <C>
ARTICLE I   Definitions.........................................................................................      2

     1.1   Account..............................................................................................      2
           -------
     1.2   Board of Directors...................................................................................      2
           ------------------
     1.3   Change in Control....................................................................................      2
           -----------------
     1.4   Chief Executive Officer..............................................................................      3
           -----------------------
     1.5   CIC Date.............................................................................................      3
           --------
     1.6   Committee............................................................................................      3
           ---------
     1.7   Company..............................................................................................      3
           -------
     1.8   ERISA................................................................................................      3
           -----
     1.9   Exchange Act.........................................................................................      3
           ------------
     1.10  Group................................................................................................      3
           -----
     1.11  Incumbent Board......................................................................................      3
           ---------------
     1.12  Insolvent or Insolvency..............................................................................      3
           -----------------------
     1.13  Legal Defense Fund...................................................................................      4
           ------------------
     1.14  Legal Defense Fund Amount ...........................................................................      4
           -------------------------
     1.15  Payment Schedule.....................................................................................      4
           ----------------
     1.16  Plan.................................................................................................      4
           ----
     1.17  Plan Participant.....................................................................................      4
           ----------------
     1.18  Potential Change in Control..........................................................................      4
           ---------------------------
     1.19  Recordkeeper.........................................................................................      4
           ------------
     1.20  Required Funding Amount..............................................................................      4
           -----------------------
     1.21  Trust................................................................................................      5
           -----
     1.22  Trust Agreement......................................................................................      5
           ---------------
     1.23  Trust Corpus.........................................................................................      5
           ------------
     1.24  Trustee..............................................................................................      5
           -------

ARTICLE II  The Plans...........................................................................................      5

     2.1   Plans & Agreements Subject to Trust..................................................................      5
           -----------------------------------
     2.2   Liability for Payments...............................................................................      5
           ----------------------

ARTICLE III Establishment of Trust..............................................................................      5

     3.1   Principal of Trust...................................................................................      5
           ------------------
     3.2   Term and Revocability................................................................................      5
           ---------------------
     3.3   Grantor Trust........................................................................................      6
           -------------
     3.4   Segregation of Funds; Rights of Creditors............................................................      6
           -----------------------------------------

ARTICLE IV  Administration......................................................................................      6

     4.1   Authority and Duties of the Committee................................................................      6
           -------------------------------------
     4.2   Action by the Committee..............................................................................      6
           -----------------------
     4.3   Records, Reporting and Disclosure....................................................................      7
           ---------------------------------
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                                 <C>
     4.4   Bonding..............................................................................................      7
           -------

ARTICLE V   Potential Change in Control; Change in Control......................................................      7

     5.1   Potential Change in Control..........................................................................      7
           ---------------------------
     5.2   Change in Control....................................................................................      7
           -----------------
     5.3   Method of Funding....................................................................................      8
           -----------------
     5.4   Additional Contributions; Sufficiency of Funds.......................................................      8
           ----------------------------------------------
     5.5   Additional Plans.....................................................................................      8
           ----------------
     5.6   Calculation of Required Funding Amount...............................................................      9
           --------------------------------------
     5.7   Payment of Required Funding Amount ..................................................................      9
           ----------------------------------
           (a) Interest on Delinquent Payments .................................................................      9
           (b) Discount Rate for Distributions Due Later........................................................      9
           (c) Schedule of Accounts ............................................................................      9
     5.8   Legal Defense Fund...................................................................................      10
           ------------------
     5.9   Sunset Provision.....................................................................................      10
           ----------------

ARTICLE VI  Investment Authority................................................................................      10

     6.1   Authority of Trustee.................................................................................      10
           --------------------
           (a) Investments......................................................................................      11
           (b) Sale of Property.................................................................................      11
           (c) Settlement of Debts..............................................................................      11
           (d) Exercising Rights as Holder of Securities........................................................      11
           (e) Use of Discretion With Respect to Company Securities.............................................      12
           (f) Depositary Function..............................................................................      12
           (g) Borrowing Powers; Encumbering Trust Assets.......................................................      12
           (h) Enforcement Authority............................................................................      12
           (i) Execution of Instruments.........................................................................      12
           (j) Registration and Transfer of Investments.........................................................      12
           (k) Uninvested Assets................................................................................      13
           (l) General..........................................................................................      13
     6.2   Investment Following Change in Control...............................................................      13
           --------------------------------------
     6.3   Investment of Trust Income...........................................................................      13
           --------------------------
     6.4   Losses Charged Against Trust Corpus..................................................................      13
           -----------------------------------

ARTICLE VII Payments to Plan Participants and Their Beneficiaries...............................................      14

     7.1   Appointment of Recordkeeper..........................................................................      14
           ---------------------------
     7.2   Maintenance of Records...............................................................................      14
           ----------------------
     7.3   Company Information..................................................................................      14
           -------------------
     7.4   Payment Schedule.....................................................................................      15
           ----------------
     7.5   Entitlement to Benefits..............................................................................      15
           -----------------------
     7.6   Payment of Benefits..................................................................................      15
           -------------------
     7.7   Notice of Benefits Payable...........................................................................      16
           --------------------------
     7.8   Source of Payments...................................................................................      16
           ------------------
     7.9   Tax on Amounts Held in Trust Prior to Distribution...................................................      16
           --------------------------------------------------
     7.10  Indemnification of Recordkeeper by Company...........................................................      16
           ------------------------------------------
     7.11  Resignation, Discharge & Replacement of Recordkeeper.................................................      17
           ----------------------------------------------------
</TABLE>

                                      ii
<PAGE>

<TABLE>
<S>                                                                                                                  <C>
ARTICLE VIII  Payments to Trust Beneficiary When Company Is Insolvent...........................................      18

     8.1   Responsibilities of Trustee in Insolvency............................................................      18
           -----------------------------------------
     8.2   Resumption of Discontinued Payments..................................................................      18
           -----------------------------------

ARTICLE IX    Payments to the Company...........................................................................      19

     9.1   Reversion of Funds to Company........................................................................      19
           -----------------------------
     9.2   Limitation Upon Company's Ability to Direct Payments.................................................      19
           ----------------------------------------------------
     9.3   Limitation on Reversion of Legal Defense Fund Amount.................................................      19
           ----------------------------------------------------

ARTICLE X  Powers, Duties & Responsibilities of Trustee.........................................................      20

     10.1  Limitation of Liability..............................................................................      20
           -----------------------
     10.2  Maintenance of Administrative Records................................................................      20
           -------------------------------------
     10.3  Reimbursement of Costs & Expenses....................................................................      20
           ---------------------------------
     10.4  Indemnification of Trustee by Company................................................................      21
           -------------------------------------
     10.5  Institution of Litigation............................................................................      21
           -------------------------
     10.6  Powers of Trustee....................................................................................      22
           -----------------

ARTICLE XI    Resignation and Removal of Trustee................................................................      22

     11.1  Resignation of Trustee...............................................................................      22
           ----------------------
     11.2  Removal and Substitution of Trustee..................................................................      22
           -----------------------------------
     11.3  Appointment of Successor Trustee.....................................................................      22
           --------------------------------
     11.4  Failure to Appoint Successor Trustee.................................................................      23
           ------------------------------------
     11.5  Statements of Account Upon Removal or Resignation....................................................      23
           -------------------------------------------------
     11.6  Transfer of Trust Corpus to Successor Trustee........................................................      23
           ---------------------------------------------

ARTICLE XII   Authorization.....................................................................................      24

     12.1  Actions by Board of Directors; Committee.............................................................      24
           ----------------------------------------
     12.2  Actions by Chief Executive Officer; Treasurer........................................................      24
           ---------------------------------------------
     12.3  Other Actions of Company.............................................................................      24
           ------------------------
     12.4  Actions by the Committee.............................................................................      24
           ------------------------

ARTICLE XIII  Notices...........................................................................................      25

     13.1  Notices..............................................................................................      25
           -------
</TABLE>

                                      iii
<PAGE>

<TABLE>
<S>                                                                                                                   <C>
ARTICLE XIV  Miscellaneous......................................................................................      25

     14.1  No Contract of Employment............................................................................      25
           -------------------------
     14.2  Rights of Plan Participants..........................................................................      26
           ---------------------------
     14.3  Amendment or Waiver..................................................................................      26
           -------------------
            (a) Amendment Prior to Change in Control............................................................      26
            (b) Amendment Following Change in Control...........................................................      26
     14.4  Severability of Provisions...........................................................................      26
           --------------------------
     14.5  Non-Alienability of Benefits.........................................................................      27
           ----------------------------
     14.6  Further Assurances...................................................................................      27
           ------------------
     14.7  Successors, Heirs, Assigns, and Personal Representatives.............................................      27
           --------------------------------------------------------
     14.8  Headings and Captions................................................................................      27
           ---------------------
     14.9  Gender and Number....................................................................................      27
           -----------------
     14.10 Payments to Incompetent Persons, Etc. ...............................................................      27
           ------------------------------------
     14.11 Governing Law; Situs of Trust........................................................................      27
           -----------------------------
     14.12 Counterparts.........................................................................................      28
           ------------
     14.13 Acceptance by Trustee................................................................................      28
           ---------------------
     14.14 Insurance Policies...................................................................................      28
           ------------------
     14.15 Survival.............................................................................................      28
           --------
     14.16 Entire Understanding.................................................................................      28
           --------------------
</TABLE>

Schedules:

     Schedule 2.1 - Benefit Plans and Other Arrangements Subject to Trust

                                      iv
<PAGE>

                 DIRECTORS' DEFERRED COMPENSATION AND BENEFITS
                                TRUST AGREEMENT


     This Directors' Deferred Compensation and Benefits Trust Agreement, dated
as of January 11, 1999 and Amended and Restated as of September 6, 2001 (the
"Trust Agreement"), is by and among SUNOCO, INC., a Pennsylvania corporation
(the "Company"), BANKERS TRUST COMPANY, a New York banking corporation (the
"Trustee"), and TOWERS PERRIN, a Pennsylvania corporation (the "Recordkeeper").

                              W I T N E S S E T H
                              - - - - - - - - - -

          WHEREAS, the Company is or may become obligated under the terms of
     certain benefit plans, agreements, or other arrangements, to make payments
     to certain persons who at any time prior to the occurrence of a change in
     control of the Company were members of the Company's board of directors
     (the "Plan Participants"), and their beneficiaries; and

          WHEREAS, in order to: (1) provide an alternative source of funds to
     assist the Company in meeting its liabilities under the applicable director
     benefit plans, agreements, or other arrangements; and (2) assure that
     future payment of such amounts would not be improperly withheld in the
     event of a change in control of the Company, the Company desires to
     establish a Trust (the "Trust") and to contribute to the Trust assets that
     shall be held therein, subject to the claims of the Company's creditors in
     the event of the Company's insolvency until paid to Plan Participants and
     their beneficiaries in the manner and at the times specified in the
     applicable director benefit plans, agreements, or other arrangements; and

          WHEREAS, it is the intention of the parties that this Trust shall
     constitute an unfunded arrangement and shall not affect the status of the
     plans as unfunded plans maintained to provide deferred compensation for a
     group of directors of the Company for purposes of Title I of the Employee
     Retirement Income Security Act of 1974, as amended ("ERISA"); and

          WHEREAS, Bankers Trust Company is willing to act as Trustee of the
     Trust, and Towers Perrin is willing to act as Recordkeeper of the Trust,
     upon all of the terms and conditions hereinafter set forth.

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

                                       1
<PAGE>

                                   ARTICLE I

                                  Definitions

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

     1.1  Account - shall have the meaning provided herein at Section 5.7(c).
          -------

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

     1.3  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) (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

                                       2
<PAGE>

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, (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.

     1.4  Chief Executive Officer - shall mean the Chief Executive Officer of
          -----------------------
Sunoco, Inc. as of the date of reference.

     1.5  CIC Date - shall have the meaning provided herein at Section 5.2.
          --------

     1.6  Committee - shall mean the Governance Committee (or any successor
          ---------
thereof) of the Board of Directors of Sunoco, Inc.

     1.7  Company - shall have the meaning set forth in the introduction to this
          -------
Trust Agreement.

     1.8  Exchange Act - shall mean the Securities Exchange Act of 1934, as
          ------------
amended.

     1.9  ERISA - shall have the meaning set forth in the introduction to this
          -----
Trust Agreement.

     1.10 Group - shall mean persons who act in concert as described in Sections
          -----
13(d)(3) and/or 14(d)(2) of the Exchange Act.

     1.11 Incumbent Board - shall have the meaning provided herein at Section
          ---------------
1.3(b).

     1.12 Insolvent or Insolvency - shall mean, with respect to the Company,
          -----------------------
that either:

          (a)  the Company is unable to pay its debts as they become due; or

          (b)  the Company is subject to a pending proceeding as a debtor under
       the United States Bankruptcy Code.

                                       3
<PAGE>

     1.13 Legal Defense Fund - shall have the meaning provided herein at Section
          ------------------
5.8.

     1.14 Legal Defense Fund Amount - shall have the meaning provided herein at
          -------------------------
Section 5.8.

     1.15 Payment Schedule - shall have the meaning provided herein at Section
          ----------------
7.4.

     1.16 Plan - shall have the meaning provided herein at Section 2.1.
          ----

     1.17 Plan Participant - shall have the meaning set forth in the
          ----------------
introduction to this Trust Agreement.

     1.18 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:

               (1)  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 pursuant to the Rules and
          Regulations under the Exchange Act; and

               (2)  indicates in such Schedule 13D or equivalent filing that the
          purpose of such capital stock acquisition is part of a plan or
          proposal that reasonably could lead to a Change in Control of Sunoco,
          Inc.;

          (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 by subsequent adoption of a resolution, determines 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 Trust Agreement has occurred.

     1.19 Recordkeeper - shall have the meaning set forth in the introduction to
          ------------
this Trust Agreement.

     1.20 Required Funding Amount - shall mean the aggregate of the amounts
          -----------------------
described in the following subparagraphs (a) and (b) of this Section 1.20:

          (a)  an amount sufficient to provide all benefits accrued for each
        Plan Participant (and any beneficiaries) under the Plans (including any
        interest or earnings due on such accrual) through the date of the
        contribution, to the extent not previously contributed; and

                                       4
<PAGE>

          (b)  an amount sufficient to pay all fees and expenses of
        administering and enforcing the Trust Agreement and the Plans that are
        or thereafter may become due, according to the respective terms and
        provisions of such Plans as of the date of reference.

     1.21 Trust - shall have the meaning set forth in the introduction to this
          -----
Trust Agreement.

     1.22 Trust Agreement - shall have the meaning set forth in the introduction
          ---------------
to this Trust Agreement.

     1.23 Trust Corpus - shall mean the amounts delivered to the Trustee
          ------------
pursuant to the terms hereof, less amounts distributed from the Trust pursuant
to the terms hereof, plus all income earned by the Trust, in whatever form held
or invested as provided herein.

     1.24 Trustee - shall have the meaning set forth in the introduction to this
          -------
Trust Agreement.

                                  ARTICLE II

                                   The Plans

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

     2.2  Liability for Payments.  The Company shall continue to be liable to
          ----------------------
the Plan Participants to make all payments required under the terms of the Plans
to the extent such payments have not been made pursuant to this Trust Agreement.
Distributions made from the Trust to or for Plan Participants in respect of the
Plans pursuant to Article VII hereof, shall, to the extent of such
distributions, satisfy the Company's (or certain of its subsidiaries')
obligation to pay benefits to such Plan Participants under the Plans.

                                  ARTICLE III

                            Establishment of Trust
                            ----------------------

     3.1  Principal of Trust.  The Company hereby deposits with the Trustee in
          ---------
trust the sum of One Hundred Dollars ($100.00) in cash which shall become the
principal of the Trust to be held, administered and disposed of by the Trustee
as provided in this Trust Agreement.

     3.2  Term and Revocability.  The Trust hereby established is revocable by
          ---------------------
the Company; but shall become irrevocable upon the occurrence of a Change in
Control. At any time prior to a Change in Control, this Trust may be terminated
by the Committee. Upon or after a Change in Control, this Trust shall not
terminate until the date on which Plan Participants and their

                                       5
<PAGE>

beneficiaries are no longer entitled to benefits pursuant to the terms of the
Plans. Upon termination of the Trust any assets remaining in the Trust shall be
returned to the Company.

     3.3  Grantor Trust.  The Trust is intended to be a grantor trust, of which
          -------------
the Company is the grantor, within the meaning of subpart E, part I, subchapter
J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and
shall be construed accordingly, and nothing herein shall be construed to subject
this Trust to ERISA.

     3.4  Segregation of Funds; Rights of Creditors. The principal of the Trust,
          -----------------------------------------
and any earnings thereon shall be separate and apart from other funds of the
Company and shall be used exclusively for the uses and purposes of Plan
Participants and general creditors as herein set forth. Plan Participants and
their beneficiaries shall have no preferred claim on, or any beneficial
ownership interest in, any assets of the Trust. Any rights created under the
Plans and this Trust shall be mere unsecured contractual rights of Plan
Participants and their beneficiaries against the Company. Any assets held by the
Trust will be subject to the claims of the Company's general creditors under
federal and state law in the event of Insolvency.

                                  ARTICLE IV

                            Administration of Trust

     4.1  Authority and Duties of the Committee.  It shall be the duty of the
          -------------------------------------
Committee, on the basis of information supplied to it by the Company, to
determine:

          (a)  the eligibility of each Plan Participant to receive payment of
     benefits under this Trust with respect to each Plan; and

          (b)  the manner and time of payment of the benefits payable hereunder.

     The Recordkeeper shall determine, on behalf of the Committee, the amount of
any benefit payable under this Trust to which each Plan Participant may be
entitled.

     The Trustee, on behalf of the Company, shall make such payments as the
Committee instructs the Trustee to pay, to Plan Participants. The Committee
shall have the full power and authority to manage claims and appeals as set
forth in the respective Plan, and to construe, interpret and administer such
Plan in accordance with its terms and provisions.

     4.2  Action by the Committee.  A majority of the members of the Committee
          -----------------------
shall constitute a quorum for the transaction of business at a meeting of the
Committee. Any action of the Committee may be taken upon the affirmative vote of
a majority of the members of the Committee at a meeting, or without a meeting by
mail, telegraph, telephone or electronic communication device; provided,
however, that all of the members of the Committee are informed of their right to
vote on the matter before the Committee and of the outcome of the vote thereon.

                                       6
<PAGE>

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

     All income, deductions and credits attributable to the Trust belong to the
Company and will be included on the Company's income tax returns. The Company
shall pay any federal, state, local, or other taxes imposed or levied with
respect to the assets and/or income of the Trust or any part thereof under
existing or future laws. Upon furnishing the Trustee with evidence reasonably
required by the Trustee of any such tax payments made directly by the Company,
the Company shall be entitled to receive reimbursement from the assets of the
Trust for the full amount of such taxes paid by it.

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

                                   ARTICLE V

                Potential Change in Control; Change in Control

     5.1  Potential Change in Control.  If a Potential Change in Control occurs,
          ---------------------------
the Company shall immediately notify the Trustee and Recordkeeper and shall
cause the Required Funding Amount to be remitted to the Trustee as a
contribution to the Trust. The Required Funding Amount shall be paid to the
Trust not later than thirty (30) days after the Potential Change in Control.

     5.2  Change in Control. Whenever a Change in Control is expected to occur,
          -----------------
if the date it will occur (the "CIC Date") is reasonably ascertainable, then (i)
the Company shall notify the Trustee and the Recordkeeper of the CIC Date, (ii)
the Legal Defense Fund Amount and the Required Funding Amount shall be
determined as of the CIC Date, and (iii) to the extent that the amount then held
in the Legal Defense Fund or the balance of the Trust Corpus is less than the
Legal Defense Fund Amount or the Required Funding Amount, respectively, the
Company shall cause the amount of the shortfall to be remitted to the Trustee as
an irrevocable contribution to the Trust not later than one (1) business day
before the CIC Date. If a Change in Control occurs, the

                                       7
<PAGE>

Company shall immediately notify the Trustee and Recordkeeper. In addition, the
Required Funding Amount shall be determined as of the actual date of the Change
in Control and, to the extent that the amount then held in the Trust Corpus
(other than the Legal Defense Fund) is less than the Required Funding Amount,
the Company shall immediately cause the amount of the shortfall to be remitted
to the Trustee, as an irrevocable contribution to the Trust, not later than one
(1) business day after the Change in Control.

     5.3  Method of Funding.  The contribution of the Required Funding Amount
          -----------------
shall be made in cash or in property acceptable to the Trustee having a fair
market value equal to the Required Funding Amount, or in a combination of the
two. The Board of Directors may determine that all or a portion of the Required
Funding Amount and the Legal Defense Fund Amount may be represented by a
standby, irrevocable (except as provided in Section 9.1) letter of credit, drawn
on a bank acceptable to the Trustee, against which the Trustee may draw
sufficient funds that, with the amounts contributed in cash or other property,
will enable the Trustee to make the payments due under the Plans, together with
the fees and expenses described in Section 5.1 above.

     5.4  Additional Contributions; Sufficiency of Funds.  The Company shall be
          ----------------------------------------------
obligated to continue to cause additional contributions (or increases to the
amount that may be drawn against the letter of credit) to be made as may be
necessary from time to time to insure that at all times following a Change in
Control the Trust contains sufficient funds, on a current basis, to pay all
benefits due to the Plan Participants (or their designated beneficiaries) under
the Plans, together with the fees and expenses described in Section 5.1.  The
Trustee shall be under no duty to determine the sufficiency, or to enforce the
making, of such contributions by the Company.

     5.5  Additional Plans.  In the event the Committee designates additional
          ----------------
Plans that are subject to this Trust Agreement, or the Plans subject to this
Trust Agreement are amended, after a Potential Change in Control or Change in
Control, the Treasurer of the Company shall, unless the Trust Corpus shall
theretofore have been released pursuant to Section 9.1 hereof, recalculate the
Required Funding Amount. If the amount so calculated exceeds the fair market
value of the assets then held in trust (excluding the Legal Defense Fund), the
Company shall promptly (and in no event later than thirty (30) days from the
date of such recalculation):

          (a)  pay to the Trustee an amount of cash (or property acceptable to
     the Trustee having a fair market value equal to ]such amount, or some
     combination thereof) equal to such excess; or

          (b)  increase the amount that may be drawn against the letter of
     credit described in Section 5.3, above, to cover such excess.

     If the Required Funding Amount so calculated is less than the fair market
value of the assets held in trust, the Trustee shall retain such difference.

                                       8
<PAGE>

     5.6  Calculation of Required Funding Amount.  As soon as practicable, but
          --------------------------------------
in no event later than fifteen (15) days following the occurrence of any
Potential Change in Control, the Treasurer of the Company shall compute the
Required Funding Amount. Immediately thereafter, the Recordkeeper shall review
the Treasurer's calculations of the Required Funding Amount (including without
limitation the calculations under Section 5.5 hereof). The Recordkeeper shall
complete its review prior to the thirtieth (30th) day following any Potential
Change in Control. If the Recordkeeper concludes that the amounts calculated by
the Treasurer are not sufficient to permit the Trustee to make all payments due
or to become due under the Plans, together with the fees and expenses described
in Section 5.1 above, the Treasurer shall increase the Required Funding Amount
to the amount so calculated by the Recordkeeper. The Company agrees not to
challenge the calculations of the Treasurer, and both the Company and the
Treasurer agree not to challenge the calculations of the Recordkeeper, and the
Trustee shall have no right or obligation to challenge or question such
calculation with regard to the Required Funding Amount (including, without
limitation, the amount determined under Section 5.5 hereof) upon and after a
Potential Change in Control or Change in Control. No Plan Participant shall have
the right to challenge the calculations of either the Treasurer or the
Recordkeeper with respect to the Required Funding Amount.

     5.7  Payment of Required Funding Amount.
          ----------------------------------

          (a)  Interest on Delinquent Payments. The Company agrees to pay
     interest on any delinquent payment of the Required Funding Amount from the
     date on which such payment is required to be made pursuant to this Article
     V, based upon the daily average of the prime rate charged by Trustee, or
     its United States banking affiliate, during the period of such deficiency.

          (b)  Discount Rate for Distributions Due Later. In determining the
     Required Funding Amount with respect to any payment or series of payments
     expected to be due more than one (1) year after the date as of which the
     Required Funding Amount is to be determined, the present value of such
     payment or series of payments shall be calculated by using a discount rate
     equal to one percentage point less than the then lowest annual yield to
     maturity on United States Treasury obligations having then remaining
     maturities approximately equal to the maturity of the payment or payments
     being valued.

          (c)  Schedule of Accounts. Each payment by the Company pursuant to
     this Article V shall be accompanied by a schedule delivered to the
     Recordkeeper (as described in Section 7.4 hereof) of the individual Plans
     for whose accounts such payment is being made, which schedule sets forth
     the amounts delivered in respect of each of the Plans. The Recordkeeper
     shall maintain in an equitable manner an account for each Plan (the

                                       9
<PAGE>

  "Account"). Each Account shall consist of contributions to and payments from
  the Trust Corpus which are allocable to the Plan, and earnings thereon, less
  disbursements therefrom attributable to the interest of the Plan in the entire
  Trust Corpus. On a monthly basis, the Trustee shall advise the Recordkeeper in
  writing regarding the actual amounts received by the Trust from the Company,
  and paid out from the Trust, in respect of each of the Plans.

  5.8  Legal Defense Fund.  The Trustee shall establish a separate account (the
       ------------------
"Legal Defense Fund") to provide for the payment of legal expenses and
liabilities incurred by the Trustee with respect to which it is entitled to
reimbursement under Sections 10.3 and 10.4, or for which a Plan Participant is
entitled to reimbursement under Section 10.5, and to protect Plan Participants'
rights to benefits after a Change in Control.  Upon a Potential Change in
Control, the Company shall contribute cash to the Legal Defense Fund in an
amount equal to the greater of ten percent (10%) of the Required Funding Amount
(or a reasonable estimate thereof) and $3,000,000 (the "Legal Defense Fund
Amount").  The Legal Defense Fund shall not be used to pay benefits due under
any Plan.

  5.9  Sunset Provision.  Subject to Section 9.3, anything to the contrary in
       ----------------
this Trust Agreement or the Plans notwithstanding, in the event of a Potential
Change in Control, the procedures, rules and responsibilities that apply under
this Article V and under Sections 6.4, 7.3, 7.4, and 10.2 hereof solely as a
result of the occurrence of such Potential Change in Control shall cease to
apply six (6) months after delivery of the Required Funding Amount to the
Trustee if no Change in Control shall have occurred during such six-month
period, and the Board of Directors determines, and so certifies to the Trustee,
that a Change in Control is not imminent, pending, or reasonably expected to
occur (or upon such certification by the Board of Directors acting unanimously
before the expiration of such six-month period), or upon the earlier termination
of this Trust in a manner consistent with Section 3.2 hereof.  Such six-month
period shall recommence in the event of and upon the date of any subsequent
Potential Change in Control.

                                   ARTICLE VI

                              Investment Authority

  6.1  Authority of Trustee.  The Trustee and any successor thereto appointed
       --------------------
hereunder shall be a corporate professional trustee which is not an affiliate of
the Company but which has equity in excess of One Hundred Million Dollars
($100,000,000.00).  Discretionary authority for the management and control of
the assets of the Trust shall be retained by the Trustee, and all rights
associated with assets of the Trust shall be exercised by the Trustee or the
person designated by the Trustee, and shall in no event be exercisable by, or
rest with, the Plan Participants.

                                       10
<PAGE>

  The assets of the Trust shall be invested and re-invested, without distinction
between principal and income, at such time or times in such investments,
pursuant to such investment strategies or courses of action and in such shares
and proportions as the Trustee, in its sole discretion shall deem advisable,
subject to the applicable investment policies and related guidelines established
by the Committee.  These investment policies and related guidelines shall be
communicated by the Committee to the Trustee.  The Committee shall monitor
compliance with such investment policies and related guidelines.

  Subject to the applicable investment policies and related guidelines, and
subject to the requirements of Section 6.2 hereof after a Change in Control, the
Trustee shall have the following powers and discretions in addition to those
conferred by law:

     (a) Investments.  To invest and reinvest the Trust Corpus in:

         (1) stock or rights to acquire stock (of any classification, including
     common and preferred stocks), or a registered investment fund, including a
     fund for which the Trustee serves as investment manager and/or custodian;

         (2) bonds and other obligations issued by such entities as the Trustee
     deems appropriate (including, without limitation, securities or obligations
     issued by the Company);

         (3) other property (real, personal or mixed); and/or

         (4) interests in investment companies and investment trusts;

     (b) Sale of Property. To sell, exchange, convey, transfer or dispose of,
  and also to grant options with respect to, any property, whether real or
  personal, at any time held by it by private contract or by public auction, for
  cash or upon credit, or partly for cash and partly for credit, as the Trustee
  may deem best, and no person dealing with the Trustee shall be bound to see to
  the application of the purchase money or to inquire into the validity,
  expediency or propriety of any such sale or other disposition;

     (c) Settlement of Debts. To compromise, compound and settle any debt or
  obligation (except claims by Plan Participants for benefits under any Plan)
  due to or from the Trust and to reduce the rate of interest thereon, to extend
  or otherwise modify, or to foreclose upon, default or otherwise enforce or act
  with respect to any such obligation as the Trustee may deem advisable;

     (d) Exercising Rights as Holder of Securities. With respect to stocks,
  bonds or securities:

         (1) to vote, in person or by general or limited proxy, any stocks or
     other securities at any time held in the Trust Corpus, at any meeting of
     stockholders or security holders, in respect to any business which may come
     before the meeting;

                                       11
<PAGE>

         (2) to exercise any options appurtenant to any stocks, bonds or other
     securities for the conversion thereof into other stocks, bonds or
     securities;

         (3) to exercise or sell any conversion or subscription rights
     appurtenant to any stocks, bonds or other securities at any time held in
     the Trust Corpus, and to make any and all necessary payments therefor;

         (4) to join in, and to approve, or to dissent from and to oppose, any
     corporate act or proceeding, including any reorganization,
     recapitalization, consolidation, merger, dissolution, liquidation, sale of
     assets or other action by or plan in respect of corporations or properties,
     the stocks or securities of which may at any time be held in the Trust
     Corpus;

         (5) to deposit with any committee or depository, pursuant to any plan
     or agreement of protection, reorganization, consolidation, sale, merger, or
     other readjustment, any property held in the Trust Corpus; and

         (6) to make payment from the Trust Corpus of any charges or assessments
     imposed by the terms of any such plan or agreement;

     (e) Use of Discretion With Respect to Company Securities.  Without limiting
  the foregoing, with respect to stocks, bonds or securities of the Company, the
  Trustee shall exercise the powers under Section 6.1(d) at its discretion.

     (f) Depositary Function. To accept and hold any securities or other
  property received by it under any of the provisions of this Article VI,
  whether or not the Trustee would be authorized hereunder then to invest
  therein;

     (g) Borrowing Powers; Encumbering Trust Assets.  To borrow money upon such
  terms and conditions as the Trustee shall deem advisable to carry out the
  purposes of the Trust and to pledge securities or other property of the Trust
  Corpus in repayment of any such loan;

     (h) Enforcement Authority. To enforce any right, obligation or claim and in
  general to protect in any way the interest of the Trust Corpus, either before
  or after default, and in case the Trustee shall, in its discretion, consider
  such action for the best interest of the Trust Corpus, to abstain from the
  enforcement of any right, obligation or claim and to abandon any property,
  whether real or personal which at any time may be held by the Trustee;

     (i) Execution of Instruments. To make, execute, acknowledge and deliver any
  and all deeds, leases, assignments, transfers, conveyances and any and all
  other instruments necessary or appropriate to carry out any powers herein
  granted;

     (j) Registration and Transfer of Investments. To cause any investments from
  time to time held by it hereunder to be registered in, or transferred into,
  its name as Trustee or the

                                       12
<PAGE>

  name of its nominee or nominees, and with or without designation of fiduciary
  capacity, to retain securities at a qualified central depository or Federal
  Reserve Bank or to retain any investments unregistered or in form permitting
  transfer by delivery, but the books and records of the Trustee shall at all
  times show that all such investments are part of the Trust Corpus;

     (k) Uninvested Assets. To hold any part or all of the Trust Corpus
  uninvested; and

     (l) General. To do all acts which may be necessary or proper and to
  exercise any and all of the powers of the Trustee under this Trust Agreement
  upon such terms and conditions as the Trustee may deem in the best interests
  of the Trust Corpus.

  6.2  Investment Following Change in Control.  Upon and after a Change in
       --------------------------------------
Control, the Trustee shall use its good faith efforts to invest or reinvest all
or such part of the Trust Corpus as the Trustee believes prudent under the
circumstances (taking into account, among other things, the anticipated cash
requirements for the payment of benefits under the Plans communicated to the
Trustee by the Recordkeeper) solely in:

     (a) direct obligations of the United States of America or agencies thereof;

     (b) obligations unconditionally and fully guaranteed as to principal and
  interest by the United States of America; or

     (c) any registered investment fund, including a fund for which the Trustee
  serves as investment manager and/or custodian, established and maintained as a
  vehicle for short-term investment.

  With respect to such investments, the Trustee shall have the powers and
discretion set forth in Section 6.1 hereof, in addition to those conferred by
law; provided, however, that the Trustee shall not be liable for:

         (1) any losses to the Trust resulting from compliance with the
     investment and diversification limitations imposed by this Section 6.2, or

         (2) any loss of income due to liquidation of any investment which
     liquidation is necessary to make payments or to reimburse expenses under
     the terms of this Trust Agreement.

  6.3 Investment of Trust Income.  During the term of this Trust, income
      --------------------------
received by the Trust, net of expenses and taxes, shall be accumulated and
reinvested.

  6.4  Losses Charged Against Trust Corpus.  All losses of income or principal
       -----------------------------------
in respect of, and expenses (including without limitation taxes and, as provided
in Article XI hereof, any expenses of the Trustee) charged against, the Trust
Corpus shall be for the account of the Company and the Company shall be
obligated to reimburse the Trust Corpus following a Potential Change in Control
or a Change in Control for any loss in principal amount of, or expense charged
against, the Trust

                                       13
<PAGE>

Corpus except to the extent that the fair market value of the Trust Corpus as of
that date equals or exceeds the Required Funding Amount as of that date. The
Trustee shall promptly notify the Company in writing of the amount of such
reimbursement. The Company agrees that, upon receipt of such notice, it will
deliver to the Trustee to be held in the Trust an amount in cash equal to any
reimbursement amount specified by the Trustee, together with interest from the
date of receipt of such notice based upon the daily average of the prime rate
charged by the Trustee.

                                  ARTICLE VII

             Payments to Plan Participants and Their Beneficiaries

  7.1  Appointment of Recordkeeper. It is recognized that the Trustee shall have
       ---------------------------
no responsibility hereunder for the continued retention of the Recordkeeper
and/or any responsibility assigned to the Recordkeeper or its performance
thereof.  The Company shall pay the Trustee for all fees and expenses of the
Recordkeeper.

  7.2  Maintenance of Records.  Except for the records dealing solely with the
       ----------------------
Trust Corpus and its investment, which shall be maintained by the Trustee, the
Recordkeeper shall maintain all the records contemplated by this Trust
Agreement, including the maintenance of the separate Accounts of each Plan under
this Trust Agreement and the maintenance of Plan Participants' Plan interests.
The Recordkeeper shall maintain individual records with respect to each Plan
Participant's interest under each Plan.

  7.3 Company Information.  As soon as practicable, but in no event later than
      -------------------
thirty (30) days following the establishment of this Trust, the Recordkeeper
shall identify to the Company in writing the information deemed necessary to
enable the Recordkeeper to determine the amount of benefits payable to or with
respect to each Plan Participant in each Plan, including any benefits payable
after the Plan Participant's death, and the recipient.  The Company shall
furnish the information needed by the Recordkeeper in order to determine the
amount of any such benefit, and shall deliver to the Recordkeeper a letter of
instructions:

      (a) describing the terms of each Plan;

      (b) enclosing a copy of each Plan;

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

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

                                       14
<PAGE>

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

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

  7.4 Payment Schedule.  Within forty-five (45) days following a Change in
      ----------------
Control or Potential Change in Control (or when the Company otherwise makes
contributions to the Trust), the Recordkeeper, on behalf of the Company, shall
deliver to the Trustee a schedule (the "Payment Schedule") that indicates in the
case of all Plans, the amounts payable (including the fees and expenses incurred
by the Plans) in respect of each Plan Participant (and his or her
beneficiaries). The Payment Schedule shall be updated by the Recordkeeper as
necessary, but on at least an annual basis, in order to reflect changes therein.
Except as otherwise provided herein, the Trustee shall make payments to the Plan
Participants and their beneficiaries in accordance with such Payment Schedule
and shall pay such fees and expenses, unless paid by the Company.  The Trustee
shall make provision for the reporting and withholding of any federal, state or
local taxes that may be required to be withheld with respect to the payment of
benefits pursuant to the terms of the Plans and shall pay amounts withheld to
the appropriate taxing authorities or determine that such amounts have been
reported, withheld and paid by the Company.

  7.5  Entitlement to Benefits.  The entitlement of a Plan Participant or his or
       -----------------------
her beneficiaries to benefits under the Plans shall be determined promptly by
the Committee, and any claim for such benefits shall be considered and reviewed
by the Committee under the procedures set out in the Plans.  As soon as is
reasonably practicable following any such review or determination by the
Committee, the Committee shall give notice of its findings to the Recordkeeper,
together with updated information as needed, in order to permit the Recordkeeper
to make a final determination of the benefits to be paid.  Upon notice of such
findings by the Committee, the Recordkeeper promptly will make a final
determination of the amounts payable and will notify the Committee.

  7.6  Payment of Benefits.  The Company may make payment of benefits directly
       -------------------
to Plan Participants or their beneficiaries as they become due under the terms
of the Plans.  The Company shall notify the Trustee and Recordkeeper of its
decision to make payment of benefits directly prior to the time amounts are
payable to Participants or their beneficiaries.  Within thirty (30) days of
making any such direct payment, the Company shall provide the Trustee and the
Recordkeeper with a certification, in a form acceptable to each, indicating the
date and amount of such direct payment of benefits by the Company.

                                       15
<PAGE>

  7.7  Notice of Benefits Payable.  The Recordkeeper shall notify the Plan
       --------------------------
Participant or the beneficiary of a deceased Plan Participant that the Plan
Participant's benefits under a Plan have become payable.  Such notice shall
include the amount of such benefits, the manner of payment (or, where
appropriate, the various payment options available) and the name, address and
social security number of the Plan Participant.  Neither the Trustee nor the
Recordkeeper shall have any responsibility for determining whether any Plan
Participant or beneficiary has become entitled to any benefit under any of the
Plans, or whether any Plan Participant or beneficiary has died, and each of the
Trustee and the Recordkeeper shall be entitled to rely solely upon information
furnished by the Committee.

  7.8  Source of Payments.  All benefits payable from the Trust Corpus to a Plan
       ------------------
Participant or his beneficiary under a Plan shall be paid solely from the
Account of such Plan.  Upon the satisfaction of all liabilities under a Plan in
respect of Plan Participants under a Plan, the Recordkeeper shall prepare and
deliver to the Trustee a certification showing the balance, if any, remaining in
the Account for such Plan. Such balance shall thereupon be reallocated ratably
by the Recordkeeper to the Accounts of other Plans covered by this Trust
(including Accounts which may have previously been reduced to a zero balance) in
the ratio that liabilities in respect of each such Plan bear to the total
liabilities of all such Plans.  Upon the satisfaction of all liabilities of the
Company under all Plans, the Recordkeeper shall prepare and deliver a
certification to the Trustee and the Trustee shall thereupon distribute the
Trust Corpus to the Company.

  7.9  Tax on Amounts Held in Trust Prior to Distribution.  Except as otherwise
       --------------------------------------------------
provided herein, in the event of any final determination by the Internal Revenue
Service or a court of competent jurisdiction, which determination is not
appealable or with respect to which the time for appeal has expired, or the
receipt by the Trustee of a substantially unqualified opinion of tax counsel
selected by the Trustee, which determination determines, or which opinion
opines, that the Plan Participants or any particular Plan Participant is subject
to federal income taxation on amounts held in trust hereunder prior to the
distribution to the Plan Participants or Plan Participant of such amounts, the
Trustee, on receipt by the Trustee of such opinion or notice of such
determination, shall pay to each Plan Participant the portion of the Trust
Corpus includable in such Plan Participant's federal gross income, less
applicable taxes.  The Trustee shall not be required to obtain such opinion of
tax counsel unless the Internal Revenue Service, the Company, or the
Recordkeeper suggests to the Trustee that any of the Plan Participants may be
subject to income taxation on amounts held in the Trust prior to a distribution
hereunder and Trustee has doubts with respect thereto.

  7.10 Indemnification of Recordkeeper by Company.  The Company agrees to
       ------------------------------------------
indemnify and hold harmless the Recordkeeper from and against any and all
damages, losses, claims, fees or

                                       16
<PAGE>

expenses as incurred (including expenses of investigation and fees and
disbursements of counsel to the Recordkeeper) arising out of or in connection
with the performance by the Recordkeeper of its duties hereunder. In the event
that payment is required to be made to the Recordkeeper from the Trust Corpus,
as provided in Section 7.1 hereof, or this Section 7.10, the Trustee shall
promptly pay such amount and notify the Company in writing of the amount of such
payment. The Company agrees that, upon receipt of such notice, it will deliver
to the Trustee to be held in the Trust an amount in cash equal to any payments
made from the Trust Corpus to the Trustee pursuant to this Section 7.10,
together with interest from the date of receipt of such notice based upon the
daily average of the prime rate charged by the Trustee, or its United States
banking affiliate. The failure of the Company to transfer any such amount shall
not in any way impair the Recordkeeper's right to indemnification, reimbursement
and payment pursuant to Section 7.1 hereof or this Section 7.10.

  7.11 Resignation, Discharge & Replacement of Recordkeeper.  The Recordkeeper
       ----------------------------------------------------
may resign and be discharged from its duties hereunder at any time by giving
notice in writing of such resignation to the Company, or if a Change in Control
shall previously have occurred, to the Company and the Trustee, specifying a
date (not less than sixty (60) days after the giving of such notice) when such
resignation shall take effect. Promptly after such notice, the Company, or if a
Change in Control shall previously have occurred, the members of the Incumbent
Board then serving on the Board of Directors (or, if there are no members of the
Incumbent Board then serving on the Board of Directors, then by affirmative vote
of at least three fourths (3/4) of the current Board of Directors) shall appoint
a successor recordkeeper, such successor recordkeeper to become Recordkeeper
hereunder upon the resignation date specified in such notice.  If a successor
recordkeeper is not appointed within sixty (60) days after such notice, the
Recordkeeper shall be entitled, at the expense of the Company, to petition a
United States District Court or any court of competent jurisdiction in the state
in which the Recordkeeper maintains its principal place of business to appoint
its successor.  The Recordkeeper shall continue to serve until its successor
accepts the responsibility of recordkeeper.  The Company, or if a Change in
Control shall previously have occurred, the members of the Incumbent Board then
serving on the Board of Directors (or, if there are no members of the Incumbent
Board then serving on the Board of Directors, then by affirmative vote of at
least three fourths (3/4) of the current Board of Directors) may at any time
substitute a new recordkeeper by giving fifteen (15) days' notice thereof to the
Recordkeeper then acting.  In the event of such removal or resignation, the
Recordkeeper shall provide its successor with the records and information in its
possession relating to the performance of its duties under this Trust Agreement.

                                       17
<PAGE>

  On or after a Change in Control, any successor recordkeeper appointed under
this Section 7.11, shall be an actuarial firm (or other third party providing
such services) by reputation and experience comparable to, and at least as well-
recognized as, the former Recordkeeper.

                                  ARTICLE VIII

            Payments to Trust Beneficiary When Company Is Insolvent

  8.1  Responsibilities of Trustee in Insolvency.  At all times during the
       -----------------------------------------
continuance of this Trust as provided in Section 3.4 hereof, the principal and
income of the Trust shall be subject to claims of general creditors of Company
under federal and state law, as set forth below:

       (a) The Board of Directors and the Chief Executive Officer of the Company
  shall have the duty to immediately inform the Trustee in writing of the
  Company's Insolvency. If a person claiming to be a creditor of the Company
  alleges in writing to the Trustee that the Company has become Insolvent, the
  Trustee shall determine whether the Company is Insolvent and, pending such
  determination, the Trustee shall discontinue payment of benefits to Plan
  Participants or their beneficiaries.

       (b) Unless the Trustee has actual knowledge of the Company's Insolvency,
  or has received notice from the Company or a person claiming to be a creditor
  alleging that the Company is Insolvent, the Trustee shall have no duty to
  inquire whether the Company is Insolvent. The Trustee may in all events rely
  on such evidence concerning the Company's solvency as may be furnished to the
  Trustee and that provides the Trustee with a reasonable basis for making a
  determination concerning the Company's solvency.

       (c) If at any time the Trustee has determined that the Company is
  Insolvent, the Trustee shall discontinue payments to Plan Participants or
  their beneficiaries and shall hold the assets of the Trust for the benefit of
  the Company's general creditors. Nothing in this Trust Agreement shall in any
  way diminish any rights of Plan Participants or their beneficiaries to pursue
  their rights as general creditors of the Company with respect to benefits due
  under the Plans or otherwise.

       (d) The Trustee shall resume the payments of benefits to Plan
  Participants or their beneficiaries in accordance with Article VII of this
  Trust Agreement only after the Trustee has determined that the Company is not
  Insolvent (or is no longer Insolvent).

  8.2  Resumption of Discontinued Payments.  Provided that there are sufficient
       -----------------------------------
assets, if the Trustee discontinues the payment of benefits from the Trust
pursuant to Section 8.1 hereof and subsequently resumes such payments, the first
payment following such discontinuance shall include the aggregate amount of all
payments due to Plan Participants or their beneficiaries under the terms of the
Plans for the period of such discontinuance, less the aggregate amount of any

                                       18
<PAGE>

payments made to Plan Participants or their beneficiaries by the Company in lieu
of the payments provided for hereunder during any such period of discontinuance.

                                   ARTICLE IX

                           Payments to the Company

  9.1  Reversion of Funds to Company. Subject to Section 9.3, in the event the
       -----------------------------
Company delivers the Required Funding Amount to the Trustee because of a
Potential Change in Control, the Trust Corpus shall be returned to the Company
six (6) months after delivery of the Required Funding Amount to the Trustee if
no Change in Control shall have occurred during such six-month period, and the
Board of Directors determines, and so certifies to the Trustee, that a Change in
Control is not imminent, pending, or reasonably expected to occur (or upon such
earlier certification by the Board of Directors acting unanimously), or upon the
earlier termination of this Trust in a manner consistent with Section 3.2
hereof.  Such six-month period shall recommence in the event of and upon the
date of any subsequent Potential Change in Control.  If another Potential Change
in Control should occur after the Trust Corpus has been returned to the Company
as provided in this Section 9.1, the Company shall deliver a new Required
Funding Amount (and a new Legal Defense Fund Amount, if such amount has
previously been returned to the Company) to the Trustee pursuant to Article V
above.  The Company shall notify the Trustee of the occurrence of a Potential
Change in Control and Change in Control and the Trustee may rely on such notice.

  9.2 Limitation Upon Company's Ability to Direct Payments.  After the Trust has
      ----------------------------------------------------
become irrevocable, the Company shall have no right or power to direct the
Trustee to return to the Company or to divert to others any of the Trust assets
before all payments of benefits have been made to Plan Participants and their
beneficiaries pursuant to the terms of the Plans.

  9.3  Limitation on Reversion of Legal Defense Fund Amount. If any legal claims
       ----------------------------------------------------
have been instituted pursuant to Section 10.5, or the Trustee reasonably
believes that such claims are likely to be made, no part of the Legal Defense
Fund Amount shall be returned to the Company at a time that any such claim is
pending or any expense associated with such claim has not been reimbursed. In
addition, in no event shall the Legal Defense Fund Amount be returned to the
Company earlier than the expiration of the six-month period described in the
first sentence of Section 9.1.

                                       19
<PAGE>

                                   ARTICLE X

                 Powers, Duties & Responsibilities of Trustee

     10.1 Limitation of Liability. The duties and responsibilities of the
          -----------------------
Trustee shall be limited to those expressly set forth in this Trust Agreement,
and no implied covenants or obligations shall be read into this Trust Agreement
against the Trustee. The Trustee shall not be liable for any act taken or
omitted to be taken hereunder if taken or omitted to be taken by it in good
faith. The Trustee shall also be fully protected in relying upon any notice
given hereunder which it in good faith believes to be genuine and executed and
delivered in accordance with this Trust Agreement. The Trustee may consult with
legal counsel to be selected by it, and the Trustee shall not be liable for any
action taken or suffered by it in good faith in accordance with the advice of
such counsel.

     10.2 Maintenance of Administrative Records.  The Trustee shall maintain
          -------------------------------------
such books, records and accounts as may be necessary for the proper
administration of the Trust Corpus and shall render to the Company on a monthly
basis commencing on the first day of the month following the date this Trust
Agreement was created until the termination of the Trust (and as of the date of
such termination), an accounting with respect to the Trust Corpus as of the end
of such month (and as of the date of such termination). After a Change in
Control or a Potential Change in Control has occurred, and once the Required
Funding Amount has been contributed to the Trust, the Recordkeeper shall receive
a monthly accounting, and the Plan Participants may request an annual accounting
with respect to the Trust Corpus. Unless the Company (or any Plan Participant
after a Change in Control has occurred) shall have filed with the Trustee
written exceptions or objections to any such statement and account within one
hundred eighty (180) days after receipt thereof, the Company and all Plan
Participants shall be deemed to have approved such statement and account, and in
such case the Trustee shall be forever released and discharged with respect to
all matters and things reported in such statement and account as though it had
been settled by a decree of a court of competent jurisdiction in an action or
proceeding to which the Company and all Plan Participants were parties.

     The Trustee shall have the right, at the expense of the Trust, to apply at
any time to a court of competent jurisdiction for judicial settlement of any
account of the Trustee not previously settled as herein provided or for the
determination of any question of construction or for instructions. In any such
action or proceeding it shall be necessary to join as parties only the Trustee
and the Company (although the Trustee may also join such Plan Participants as it
may deem appropriate), and any judgment or decree entered therein shall be
conclusive.

     10.3 Reimbursement of Costs & Expenses.  The Trustee shall be reimbursed by
          ---------------------------------
the Company for its reasonable expenses incurred in connection with the
performance of its duties hereunder (including, without limitation, legal fees
and expenses under Section 10.5 hereof) and

                                       20
<PAGE>

shall be paid such fees for the performance of such duties as may be agreed upon
in writing from time to time between the Company and the Trustee. After a Change
in Control has occurred, the fees of the Trustee shall be determined by the
application of the current rates then charged by the Trustee for the provision
of the types of investment and Trustee services contemplated in this Trust
Agreement to Trusts of a similar character. The Trustee's entitlement to
reimbursement hereunder shall not be affected by the resignation or removal of
the Trustee or the termination of the Trust.

     10.4 Indemnification of Trustee by Company. The Company agrees to indemnify
          -------------------------------------
and hold harmless the Trustee from and against any and all liabilities, damages,
losses, claims or expenses as incurred (including expenses of investigation and
fees and disbursements of counsel to the Trustee and any taxes imposed on the
Trust Corpus or income of the Trust) arising out of or in connection with the
performance by the Trustee of its duties hereunder.  Any amount payable to the
Trustee under Section 10.3 hereof, or under this Section 10.4, and not
previously paid by the Company shall be paid by the Company promptly upon demand
therefor by the Trustee or, if the Trustee so chooses in its sole discretion,
from the Trust Corpus.  In the event that payment is made hereunder to the
Trustee from the Trust Corpus, the Trustee shall promptly notify the Company in
writing of the amount of such payment.  The Company agrees that, upon receipt of
such notice, it will deliver to the Trustee to be held in the Trust an amount in
cash equal to any payments made from the Trust Corpus to the Trustee pursuant to
Section 10.3 hereof, or pursuant to this Section 10.4, together with interest
from the date of receipt of such notice based upon the daily average of the
prime rate charged by the Trustee.  The failure of the Company to transfer any
such amount shall not in any way impair the Trustee's right to indemnification,
reimbursement and payment pursuant to Section 10.3 hereof, or pursuant to this
Section 10.4.

     10.5 Institution of Litigation.  Following a Change in Control, the Trustee
          -------------------------
is specifically authorized and required to take such action as may be necessary
or appropriate, including the institution of litigation or other legal process,
to enforce the Company's obligations hereunder or under the Plans on behalf of
either itself or the Plan Participants (or their beneficiaries), and all claims
for benefits by individual Plan Participants against the Company, other than
those pursued by a Plan Participant pursuant to the last sentence of this
Section 10.5 and those which the Trustee reasonably believes to be frivolous,
and shall not compromise or settle any such claim, unless approved by the
affected Plan Participants.  Any expenses thus incurred by the Trustee shall be
paid or reimbursed by the Company pursuant to Section 10.3 and 10.4 hereof.  In
addition, following a Change in Control, any Plan Participant shall be entitled
to be reimbursed for any legal expenses he or she incurs in pursuing an
independent legal proceeding with respect to his or her rights under the Plans
or this Trust in connection with such Change in Control; provided,

                                       21
<PAGE>

that such Plan Participant promptly notifies the Trustee of his or her decision
to pursue such proceeding, so as to avoid duplication of expenses. In such
event, the Trustee, in the exercise of its sole discretion, may elect not to
pursue a claim seeking similar relief against the Company.

     10.6 Powers of Trustee.  The Trustee shall have, without exclusion, all
          -----------------
powers conferred on Trustees by applicable law, unless expressly provided
otherwise herein; provided, however, that if an insurance policy is held as an
asset of the Trust upon direction of the Company, the Trustee shall have no
power to name a beneficiary of the policy other than the Trust, to assign the
policy (as distinct from conversion of the policy to a different form) other
than to a successor trustee, or to loan to any person the proceeds of any
borrowing against such policy.  Notwithstanding any powers granted to the
Trustee pursuant to this Trust Agreement or applicable law, the Trustee shall
not have any power that could give this Trust the objective of carrying on a
business and dividing the gains therefrom, within the meaning of Section
301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant
to the Internal Revenue Code

                                  ARTICLE XI

                      Resignation and Removal of Trustee

     11.1 Resignation of Trustee.  The Trustee may resign at any time by written
          ----------------------
notice to the Company, which shall be effective sixty (60) days after receipt of
such notice unless the Company and Trustee agree otherwise.  If a Change in
Control shall previously have occurred, the Trustee shall give such resignation
notice, in writing, to the Company and the members of the Incumbent Board then
serving on the Board of Directors, specifying a date (not less than sixty (60)
days after the giving of such notice) when such resignation shall take effect.

     11.2 Removal and Substitution of Trustee.  The Company, or if a Change in
          -----------------------------------
Control shall previously have occurred, the members of the Incumbent Board then
serving on the Board of Directors (or, if there are no members of the Incumbent
Board then serving on the Board of Directors, then by affirmative vote of at
least three-fourths (3/4) of the then-current Board of Directors), may at any
time substitute a new Trustee by giving fifteen (15) days notice thereof to the
Trustee then acting.

     11.3 Appointment of Successor Trustee.  Promptly after the giving of notice
          --------------------------------
of resignation by the Trustee under Section 11.1 hereof, the Company, or if a
Change in Control shall previously have occurred, the members of the Incumbent
Board then serving on the Board of Directors (or, if there are no members of the
Incumbent Board then serving on the Board of Directors, then by affirmative vote
of at least three-fourths (3/4) of the then-current Board of Directors), shall
appoint a successor trustee, such successor trustee to become Trustee hereunder
upon the resignation date specified in such notice.

                                       22
<PAGE>

          On or after a Change in Control, any successor trustee appointed or
otherwise designated under any provision of this Article XI, shall be a bank
trust department or other third party that, on the date of appointment:

          (a)  may be granted corporate trustee powers under the federal or
     state law of the United States of America and is, in fact, duly qualified
     and authorized to do trust business;

          (b)  has total assets of at least Ten Billion Dollars
     ($10,000,000,000); and

          (c)  has a credit rating of "A" or better from Moody's Investors
     Service (or other comparable credit rating from another similarly well-
     recognized credit rating service).

     11.4 Failure to Appoint Successor Trustee.  If a successor trustee is not
          ------------------------------------
appointed:

          (a)  in the case of resignation of the Trustee, within sixty (60) days
     after the giving of the Trustee's notice of resignation under Section 11.1
     hereof; or

          (b)  in the case of removal of the Trustee, within fifteen (15) days
     after the giving of notice of such removal to the Trustee under Section
     11.3 hereof, then the Trustee shall be entitled to petition a United States
     District Court, or any court of competent jurisdiction in the state in
     which the Trustee maintains its principal place of business, to appoint a
     successor trustee or provide instructions. All expenses incurred by the
     Trustee in connection with such petition shall be allowed as administrative
     expenses of the Trust under Section 10.5 hereof.

     11.5 Statements of Account Upon Removal or Resignation. In the event of
          -------------------------------------------------
such removal or resignation, the Trustee shall duly file with the Company and,
on and after a Change in Control, the members of the Incumbent Board then
serving on the Board of Directors (or, if there are no members of the Incumbent
Board then serving on the Board of Directors then, the Board of Directors) a
written statement or statements of accounts and proceedings as provided in
Section 10.2 hereof for the period since the last previous annual accounting of
the Trust, and if written objections to such account are not filed as provided
in Section 10.2 hereof, the Trustee shall to the maximum extent permitted by
applicable law be forever released and discharged from all liability and
accountability with respect to the propriety of its acts and transactions shown
in such Account.

     11.6 Transfer of Trust Corpus to Successor Trustee.  Upon resignation or
          ---------------------------------------------
removal of the Trustee and appointment of a successor trustee, all assets shall
subsequently be transferred to the successor trustee.  The transfer shall be
completed within sixty (60) days after receipt of notice of resignation, removal
or transfer, unless the Company or the members of the Incumbent Board then
serving on the Board of Directors (or, if there are no members of the Incumbent
Board then serving on the Board of Directors, then by affirmative vote of at
least three fourths (3/4) of the then-current Board of Directors) extends the
time limit.  The Trustee shall continue to serve until the successor trustee
accepts the Trust and receives delivery of the Trust Corpus.

                                       23
<PAGE>

                                  ARTICLE XII

                                 Authorization

     12.1 Actions by Board of Directors; Committee.  Any action of the Board of
          ----------------------------------------
Directors or by the Committee pursuant to this Trust Agreement shall be
evidenced by a resolution adopted by the Board of Directors (or a duly
authorized committee thereof) or the Committee that is certified to the Trustee
by the Secretary or an Assistant Secretary of the Company under its corporate
seal, and the Trustee shall be fully protected in acting in accordance with such
resolution.

     12.2 Actions by Chief Executive Officer; Treasurer. Any action of the Chief
          ---------------------------------------------
Executive Officer or Treasurer pursuant to this Trust Agreement shall be
evidenced by a written notice or direction to such effect over the signature of
such officer, and the Trustee and the Recordkeeper each shall be fully protected
in acting in accordance with such notices or directions.

     12.3 Other Actions of Company.  Any action of the Company pursuant to this
          ------------------------
Trust Agreement shall be evidenced by a written notice or direction to such
effect over the signature of any officer or other representative of the Company
who shall have been certified to the Trustee by the Chief Executive Officer,
President, Treasurer or Secretary (or any Assistant Secretary) of the Company as
having such authority.  The Chief Executive Officer, President, Treasurer or
Secretary (or any Assistant Secretary) of the Company shall provide to the
Trustee in writing from time to time the names and specimen signatures of the
officers and other representatives authorized to act on behalf of the Company.
The Trustee and the Recordkeeper each shall be fully protected in acting in
accordance with such notices or directions.

     12.4 Actions by the Committee. Any action of the Committee pursuant to this
          ------------------------
Trust Agreement shall be evidenced by:

          (a)  a resolution adopted by a majority vote of the members of such
     Committee, that is certified to the Trustee by the Secretary (or any
     Assistant Secretary) of the Committee; or

          (b)  a written notice or direction to such effect over the signatures
     of a majority of the members of such Committee, who shall have been
     certified to the Trustee by the Secretary (or any Assistant Secretary) of
     the Committee as having such authority. The Secretary (or any Assistant
     Secretary) of the Committee shall provide to the Trustee in writing the
     names and specimen signatures of the members of the Committee as such may
     be constituted from time to time.

     The Trustee and the Recordkeeper each shall be shall be fully protected in
acting in accordance with such resolutions, notices or directions of the
Committee.

                                       24
<PAGE>

                                 ARTICLE XIII

                                    Notices

     13.1 Notices.  All notices, requests, reports, demands and waivers to or
          -------
upon the respective parties hereto to be effective shall be in writing, by
messenger, by overnight courier or by registered or certified mail, postage
prepaid and return receipt requested, and shall be deemed to have been duly
given or made upon:

          (a)  delivery by hand; or

          (b)  upon receipt.

     Such communications shall be addressed and directed to the parties listed
below (except where this Trust Agreement expressly provides that it be directed
to another) as follows, or to such other address or recipient for a party as may
be hereafter notified by such party hereunder:

     If to the Company (or any directors or officers thereof), or to the
Committee:

               SUNOCO, INC.
               Ten Penn Center, 27th Floor
               1801 Market Street
               Philadelphia, PA 19103
Attention:     General Counsel

     If to the Trustee:

               BANKERS TRUST COMPANY
               Street Address:               Mailing Address
               130 Liberty Street            P.O. Box 318, Mail Stop 2202
               New York, New York 10006      Church Street Station
                                             New York, NY 10008
Attention:     Laura L. Vannatta
               Vice President

     If to the Recordkeeper:

          TOWERS, PERRIN, FORSTER & CROSBY, INC.
          Centre Square East
          1500 Market Street
          Philadelphia, PA 19102
          Attention: Sunoco, Inc. Retirement Plan Actuary
                     c/o Philadelphia Consulting Office Manager

  If to a Plan Participant, to the address of such Plan Participant provided by
the Recordkeeper.

                                  ARTICLE XIV

                                 Miscellaneous

     14.1 No Contract of Employment.  Neither the establishment of this Trust,
          -------------------------
nor any modification thereof, nor the payment of any benefits in connection
herewith, shall be construed as giving any Plan Participant, or any person
whosoever, the right to be retained in the service of

                                       25
<PAGE>

the Company, and all Plan Participants shall remain subject to discharge to the
same extent as if this Trust had never been established.

     14.2 Rights of Plan Participants.  Nothing in this Trust Agreement shall in
          ---------------------------
any way diminish any rights of any Plan Participant to pursue his or her rights
as a general creditor of the Company (or certain of its subsidiaries) under the
Plans.

     14.3 Amendment or Waiver.
          -------------------

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

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

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

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

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

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

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

     14.4 Severability of Provisions. If any provision of this Trust Agreement
          --------------------------
or the application thereof to any person or circumstances shall be determined by
a court of proper jurisdiction to be invalid or unenforceable, such invalidity
or unenforceability shall not affect either:

                                       26
<PAGE>

          (a)  the application of such provision to persons or circumstances
     other than those as to which it is held invalid or unenforceable; or

          (b)  any other provisions of this Trust Agreement (in which case, this
     Trust Agreement shall be construed and enforced as if such invalid or
     unenforceable provisions had not been included),

and this Trust Agreement shall be otherwise valid and enforced to the fullest
extent permitted by law.

     14.5  Non-Alienability of Benefits. Except as otherwise required by law,
           ----------------------------
the interests of the Plan Participants and their beneficiaries under this Trust
may not be anticipated, assigned (either at law or in equity), alienated,
pledged, encumbered or subjected to attachment, garnishment, levy, execution or
other legal or equitable process.

     14.6  Further Assurances.  The Company shall, at any time and from time to
           ------------------
time, upon the reasonable request of the Trustee and/or Recordkeeper, execute
and deliver such other instruments and do such further acts as may be necessary
or proper to effectuate the purposes of this Trust Agreement.

     14.7  Successors, Heirs, Assigns, and Personal Representatives.  This Trust
           --------------------------------------------------------
Agreement shall be binding upon the administrators, successors and permitted
assigns of the parties.

     14.8  Headings and Captions.  The headings and captions herein are provided
           ---------------------
for reference and convenience only, shall not be considered part of the Trust
Agreement, and shall not be employed in the construction of the Trust Agreement.

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

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

     14.11 Governing Law; Situs of Trust.  TO THE EXTENT NOT PREEMPTED BY
           -----------------------------
APPLICABLE FEDERAL LAW, THIS TRUST SHALL BE CONSTRUED AND ENFORCED ACCORDING TO
THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ANY PROVISIONS OF SUCH
LAWS REGARDING CHOICE OF LAWS OR CONFLICTS OF LAWS).  THE SITUS OF THIS TRUST
SHALL BE NEW YORK COUNTY, NEW YORK.

                                       27
<PAGE>

     14.12 Counterparts.  This Trust Agreement may be executed in any number of
           ------------
counterparts, each of which shall be deemed an original, and such counterparts
shall constitute but one and the same instrument.

     14.13 Acceptance by Trustee. The Trustee by joining in the execution of
           ---------------------
this Trust Agreement hereby signifies its acceptance of the Trust hereby
created.

     14.14 Insurance Policies.  Anything in this Trust Agreement to the contrary
           ------------------
notwithstanding, the Company may direct the Trustee to purchase one or more paid
up life insurance policies insuring the lives of one or more Plan Participants.
In such event, the Trustee will purchase such policies and shall not be
responsible under this Trust Agreement, or otherwise, in any way respecting the
acquisition, form, terms, payment provisions or issuer of such contract (other
than the execution of any documents incidental thereto, upon discretion of the
Company).  The proceeds of any policy shall be credited to the applicable Plan
upon death of the insured Plan Participant.

     14.15 Survival. The Company agrees that the provisions of Sections 10.3 and
           --------
10.4 hereof shall be binding on its successors and assigns and shall survive
termination, amendment or restatement of this Trust Agreement, or the
resignation or removal of the Trustee, and that this paragraph shall be
construed as a contract between the Company and the Trustee according to the
laws of the State of New York.

     14.16 Entire Understanding.  This Trust Agreement sets forth the entire
           --------------------
understanding of the parties with respect to the subject matter hereof and
supersedes any and all prior agreements, arrangements and understandings
relating thereto.  This Trust Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and legal
representatives.

                     [COUNTERPART SIGNATURE PAGES FOLLOW]

                                       28
<PAGE>

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


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



By: /s/ Elric C. Gerner              By: /s/ Paul Mulholland
Name: Elric C. Gerner                Name:   Paul A. Mulholland
Title: Assistant Secretary           Title:  Treasurer



ATTEST:                              BANKERS TRUST COMPANY
                                        (the "Trustee")



By: /s/ Denise Virgil                By: /s/ Laura L. Simone
Name: Denise Virgil                  Name:   Laura L. Simone
Title: Vice President                Title:  Vice President



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



By: /s/ Lisa Melso                   By: /s/ Clyde D. Beers
Name: Lisa Melso                     Name:   Clyde D. Beers
Title: Notary Public                 Title:  Principal

                                       29
<PAGE>

COMMONWEALTH OF PENNSYLVANIA  )
                              )  ss.
COUNTY OF PHILADELPHIA        )

     On the 12/th/ day of December, in the year two thousand and one (2001),
before me personally came Paul Mulholland to me known, who being by me duly
sworn, did depose and say: that he/she resides in Philadelphia, PA; that he/she
is the Treasurer of SUNOCO, INC., the corporation described in and which
executed the above instrument; that he/she knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by order of the Board of Directors of said corporation, and that he/she
signed his/her name thereto by like order.

                                                /s/ Jean M. Jones
                                                Notary Public



STATE OF NEW JERSEY      )
                         ) ss.
COUNTY OF HUDSON         )

     On the 10/th/ day of December, in the year two thousand and one (2001),
before me personally came Laura L. Simone to me known, who being by me duly
sworn, did depose and say: that he/she resides in Cranford, NJ; that he/she is
the VP of BANKERS TRUST COMPANY, the corporation described in and which executed
the above instrument; that he/she knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it was so affixed
by order of the Board of Directors of said corporation, and that he/she signed
his/her name thereto by like order.

                                                /s/ Reed E. Feuster
                                                Notary Public



COMMONWEALTH OF PENNSYLVANIA  )
                              )  ss.
COUNTY OF PHILADELPHIA        )

     On the 12/th/ day of December, in the year two thousand and one (2001),
before me personally came Clyde D. Beers to me known, who being by me duly
sworn, did depose and say: that he/she resides in Pennsylvania; that he/she is
the Principal of TOWERS, PERRIN, FORSTER & CROSBY, INC., the corporation
described in and which executed the above instrument; that he/she knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by order of the Board of Directors of said
corporation, and that he/she signed his/her name thereto by like order.

                                                /s/ Lisa Melso
                                                Notary Public

                                       30
<PAGE>

                                 Schedule 2.1
                                    to the
                 Directors' Deferred Compensation and Benefits
                                Trust Agreement

             Benefit Plans and Other Arrangements Subject to Trust
             -----------------------------------------------------


     (1)  Sunoco, Inc. Directors' Deferred Compensation Plan;

     (2)  The entire funding for all the Indemnification Agreements with the
directors set forth below shall be Five Million Dollars ($5,000,000.00) in the
aggregate upon a Potential Change in Control, and an amount upon a Change in
Control calculated on the basis of the Indemnification Agreements with the
following directors:

          (a)    Raymond E. Cartledge
          (b)    Robert J. Darnall
          (c)    Mary J. Evans
          (d)    Ursula F. Fairbairn
          (e)    Thomas P. Gerrity
          (f)    Rosemarie B. Greco
          (g)    James G. Kaiser
          (h)    Robert D. Kennedy
          (i)    Norman S. Matthews
          (j)    R. Anderson Pew
          (k)    G. Jackson Ratcliffe
          (l)    Alexander B. Trowbridge

     (3)  Benefits payable to former directors of the Company (or their
beneficiaries) in pay status as of the date of termination of the Sunoco, Inc.
Non-Employee Directors' Retirement Plan.

                                       31