<PAGE>

                                                                   Exhibit 10.11

                            INDEMNIFICATION AGREEMENT

      THIS INDEMNIFICATION AGREEMENT ("Agreement") is made as of this 6th day of
September, 2001, by and between Sunoco, Inc., a Pennsylvania corporation (the
"Company") and _____________________________ ("Indemnitee").

      WHEREAS, the Company and Indemnitee recognize the increasing difficulty in
obtaining directors' and officers' liability insurance, the significant
increases in the cost of such insurance and the general reduction in the
coverage of such insurance; and

      WHEREAS, the Company and Indemnitee further recognize the substantial
increase in corporate litigation, in general, subjecting officers and directors
to expensive litigation risks at the same time as liability insurance has been
severely limited; and

      WHEREAS, Indemnitee does not regard the current protection available as
adequate given the present circumstances, and Indemnitee and other officers and
directors of the Company may not be willing to serve as officers and directors
without adequate protection; and

      WHEREAS, the Company desires to attract and retain the services of highly
qualified individuals, such as Indemnitee, to serve as officers and directors of
the Company and to indemnify its officers and directors so as to provide them
with the maximum protection permitted by law.

      NOW, THEREFORE, the Company and Indemnitee, intending to be legally bound,
hereby agree as follows:

      1.    Indemnification.

            (a) Third Party Proceedings. The Company shall indemnify Indemnitee
if Indemnitee is or was a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Company) by reason of the fact that Indemnitee is or was a
director, officer, employee or agent of the Company, or any affiliate of the
Company, by reason of any action or inaction on the part of Indemnitee while an
officer or director, or by reason of the fact that Indemnitee is or was serving
at the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement (if such settlement is approved pursuant to Section 2(f) hereof)
actually and reasonably incurred by Indemnitee in connection with such action,
suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe Indemnitee's conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, in and of itself,
create a presumption that (i) Indemnitee did not act in good faith and in a
manner which Indemnitee reasonably believed to


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<PAGE>

be in or not opposed to the best interests of the Company, and, (ii) with
respect to any criminal action or proceeding, Indemnitee did not have reasonable
cause to believe his conduct was lawful.

            (b) Proceedings By or in the Right of the Company. The Company shall
indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the
right of the Company or any subsidiary of the Company to procure a judgment in
its favor by reason of the fact that Indemnitee is or was a director, officer,
employee or agent of the Company, or any affiliate of the Company, by reason of
any action or inaction on the part of Indemnitee while an officer or director or
by reason of the fact that Indemnitee is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees) and amounts paid in settlement (if such settlement
is approved pursuant to Section 2(f) hereof) actually and reasonably incurred by
Indemnitee in connection with the defense or settlement of such action or suit
if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed
to be in or not opposed to the best interests of the Company, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which Indemnitee shall have been adjudged to be liable to the Company unless and
only to the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, Indemnitee is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.

            (c) Mandatory Indemnification. To the extent that Indemnitee has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 1(a) and 1(b) or in defense of any claim,
issue or matter therein, Indemnitee shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by Indemnitee in
connection therewith. For purposes of this Section 1(c), the term "successful on
the merits or otherwise" shall include, but not be limited to, (i) any
termination, withdrawal, or dismissal (with or without prejudice) of any claim,
action, suit or proceeding against Indemnitee without any express finding of
liability or guilt against him, or (ii) the expiration of a reasonable period of
time after the making of any claim or threat of an action, suit or proceeding
without the institution of the same and without any promise or payment made to
induce a settlement.

      2.    Expenses and Indemnification Procedure.

            (a) Advancement of Expenses. The Company shall advance all
reasonable expenses incurred by Indemnitee in connection with the investigation,
defense, settlement or appeal of any civil or criminal action, suit or
proceeding referenced in Section 1(a) or Section 1(b) hereof. For purposes of
any advancement hereunder, the Indemnitee shall be deemed to have acted (i) in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interest of the Company, and (ii) with respect to any criminal action or
procedure, to have had no reasonable cause to believe his conduct was unlawful
if, under either (i) or (ii), his action is based on the records or books of
account of the Company, or the records or books of account of another
corporation, partnership, joint venture, trust or other enterprise
(collectively, the "other enterprises"), including financial statements, or on
information supplied to him by the officers of the Company or other enterprises
in the course of their duties, or on the advice of


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legal counsel for the Company or other enterprises or on information or records
given or reports made to the Company or other enterprises by an independent
certified public accountant or by an appraiser or other expert selected with
reasonable care by the Company or other enterprises. Indemnitee hereby
undertakes to repay such amounts advanced only if, and to the extent that, it
shall ultimately be determined that Indemnitee is not entitled to be indemnified
by the Company as authorized hereby.

            (b) Notice/Cooperation by Indemnitee. Indemnitee shall, as a
condition precedent to his right to be indemnified under this Agreement, give
the Company notice in writing as soon as practicable of any claim made against
Indemnitee for which indemnification will or could be sought under this
Agreement. Notice to the Company shall be directed to Sunoco, Inc., Inc., 1801
Market Street, Philadelphia, PA 19103, Attention: Vice President and General
Counsel (or such other address as the Company may from time to time designate in
writing to Indemnitee). Notice shall be deemed received on the third business
day after the date postmarked if sent by domestic certified or registered mail,
properly addressed; otherwise, notice shall be deemed received when such notice
shall actually be received by the Company. In addition, Indemnitee shall give
the Company such information and cooperation as it may reasonably require and as
shall be within Indemnitee's power.

            (c) Procedure. Any indemnification and advances provided for in
Section 1 hereof and this Section 2 shall be made no later than forty-five (45)
days after receipt of the written request of Indemnitee, coupled with
appropriate documentation to support the requested payment. If a claim under
this Agreement, under any statute, or under any provision of the Company's
Articles of Incorporation or Bylaws providing for indemnification is not paid in
full by the Company within forty-five (45) days after receipt of a fully
documented written request for payment thereof has first been received by the
Company, Indemnitee may, but need not, at any time thereafter bring an action
against the Company to recover the unpaid amount of the claim and, subject to
Section 13 hereof, Indemnitee shall also be entitled to be paid for the expenses
(including attorneys' fees) of bringing such action. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in connection with any action, suit or proceeding in advance of its
final disposition) that Indemnitee has not met the standards of conduct which
make it permissible under applicable law for the Company to indemnify Indemnitee
for the amount claimed, but the burden of proving such defense shall be on the
Company, and Indemnitee shall be entitled to receive interim payments of
expenses pursuant to Section 2(a) hereof unless and until such defense may be
finally adjudicated by court order or judgment from which no further right of
appeal exists. It is the parties' intention that if the Company contests
Indemnitee's right to indemnification, the question of Indemnitee's right to
indemnification shall be for the court to decide, and neither the failure of the
Company (including its Board of Directors, any committee or subgroup of the
Board of Directors, independent legal counsel, or its shareholders) to have made
a determination that indemnification of Indemnitee is proper in the
circumstances because Indemnitee has met the applicable standard of conduct
required by applicable law, nor an actual determination by the Company
(including its Board of Directors, any committee or subgroup of the Board of
Directors, independent legal counsel, or its shareholders) that Indemnitee has
not met such applicable standard of conduct, shall create a presumption that
Indemnitee has or has not, as the case may be, met the applicable standard of
conduct.


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            (d) Notice to Insurers. If, at the time of the receipt of a notice
of claim pursuant to Section 2(b) hereof, the Company has directors' and
officers' liability insurance in effect, the Company shall give prompt notice of
the commencement of such proceeding to the insurers in accordance with the
procedures set forth in the respective policies. The Company shall thereafter
take all necessary or desirable action to cause such insurers to pay, on behalf
of Indemnitee, all amounts payable as a result of such proceeding in accordance
with the terms of such policies.

            (e) Selection of Counsel. If the Company shall be obligated under
Section 1 or Section 2 hereof to pay the expenses of any proceeding against
Indemnitee, the Company, if appropriate, shall be entitled to assume the defense
of such proceeding, with counsel approved by Indemnitee, upon the delivery to
Indemnitee of written notice of its election to do so. After delivery of such
notice, approval of such counsel by Indemnitee and the retention of such counsel
by the Company, the Company will not be liable to Indemnitee under this
Agreement for any fees of counsel subsequently incurred by Indemnitee with
respect to the same proceeding; provided that (i) Indemnitee shall have the
right to employ separate counsel in any such proceeding at Indemnitee's expense;
and (ii) if (A) the employment of counsel by Indemnitee has been previously
authorized by the Company, (B) Indemnitee shall have reasonably concluded that
there may be a conflict of interest between the Company and Indemnitee in the
conduct of any such defense, or (C) the Company shall not, in fact, have
employed counsel to assume the defense of such proceeding, then the reasonable
fees and expenses of Indemnitee's counsel shall be at the expense of the
Company.

            (f) Settlements. The Company shall not be liable to Indemnitee under
this Agreement for any amounts paid in settlement of any action or claim
effected without its written consent. The Company shall not settle any action or
claim in any manner which would impose any penalty or limitation on Indemnitee
without Indemnitee's written consent. Neither the Company nor Indemnitee will
unreasonably withhold consent to any proposed settlement.

            (g) Change in Control. If, at any time subsequent to the date of
this Agreement, members of the Incumbent Board (as defined in Section 18) do not
constitute a majority of the members of the Board of Directors, or there is
otherwise a Change in Control (as defined in Section 18), then upon the request
of Indemnitee, the Company shall cause the determination of indemnification and
advances required by Section 2 hereof to be made by a third-party (mutually
agreed upon by the parties or failing such agreement, as determined by the Chief
Judge of the Federal District Court for the Eastern District of Pennsylvania).
The fees and expenses incurred by the third party in making the determination of
indemnification and advances shall be borne solely by the Company. If such third
party is unwilling and/or unable to make the determination of indemnification
and advances, then the Company shall cause the indemnification and advances to
be made by a majority vote or consent of a Board of Directors committee
consisting solely of members of the Incumbent Board.

      3.    Additional Indemnification Rights:

            (a) Scope. Notwithstanding any other provision of this Agreement,
the Company shall indemnify Indemnitee to the fullest extent permitted by law,
notwithstanding that such indemnification is not specifically authorized by the
other provisions of this Agreement, the


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Company's Articles of Incorporation, the Company's Bylaws or by statute. In the
event of any change, after the date of this Agreement, in any applicable law,
statute, or rule which expands the right of a Pennsylvania corporation to
indemnify a member of its board of directors or an officer, such changes shall
be, ipso facto, within the purview of Indemnitee's rights and Company's
obligations under this Agreement. In the event of any change in any applicable
law, statute or rule which narrows the right of a Pennsylvania corporation to
indemnify a member of its board of directors or an officer, such changes (to the
extent not otherwise required by such law, statute or rule to be applied to this
Agreement) shall have no effect on this Agreement or the parties' rights and
obligations hereunder.

            (b) Non-exclusivity. The indemnification provided by this Agreement
shall not be deemed exclusive of any rights to which an Indemnitee may be
entitled under the Company's Articles of Incorporation, its Bylaws, any
agreement, any vote of Shareholders or disinterested directors, the Pennsylvania
Business Corporation Law of 1988, as amended, or otherwise, both as to action in
Indemnitee's official capacity and as to action in another capacity while
holding such office.

      4. Continuation of Indemnity. All agreements and obligations of the
Company contained herein shall continue during the period Indemnitee is a
director, officer, employee or agent of the Company (or is or was serving at the
request of the Company as a director, officer, employee or agent of other
enterprises) and shall continue thereafter, so long as Indemnitee shall be
subject to any possible claim or threatened, pending or completed action, suit
or proceeding, whether civil, criminal or investigative, by reason of the fact
that Indemnitee was a director, officer, employee or agent of the Company or
serving in any other capacity referred to herein.

      5. Partial Indemnification. If Indemnitee is entitled under any provision
of this Agreement to indemnification by the Company for some or a portion of the
expenses, judgments, fines or penalties actually or reasonably incurred by him
in the investigation, defense, appeal or settlement of any civil or criminal
action, suit or proceeding, but not for the total amount thereof, the Company
shall nevertheless indemnify Indemnitee for the portion of such expenses,
judgments, fines or penalties to which Indemnitee is entitled.

      6. Mutual Acknowledgment. Both the Company and Indemnitee acknowledge
that, in certain instances, federal law or public policy may override applicable
state law and prohibit the Company from indemnifying its directors and officers
under this Agreement or otherwise. For example, the Company and Indemnitee
acknowledge that the Securities and Exchange Commission (the "SEC") has taken
the position that indemnification is not permissible for liabilities arising
under certain federal securities laws, and federal legislation prohibits
indemnification for certain ERISA violations. Indemnitee understands and
acknowledges that the Company has undertaken with the SEC to submit the question
of indemnification to a court in certain circumstances for a determination of
the Company's right under public policy to indemnify Indemnitee.

      7. Officer and Director Liability Insurance. The Company shall, from time
to time, make the good faith determination whether or not it is practicable for
the Company to obtain and maintain a policy or policies of insurance with
reputable insurance companies providing the


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officers and directors of the Company with coverage for losses from wrongful
acts, or to ensure the Company's performance of its indemnification obligations
under this Agreement. Among other considerations, the Company will weigh the
costs of obtaining such insurance coverage against the protection afforded by
such coverage. In all policies of directors' and officers' liability insurance,
Indemnitee shall be insured in such a manner as to provide Indemnitee the same
rights and benefits as are accorded to the most favorably insured of the
Company's directors, if Indemnitee is a director; or of the Company's officers,
if Indemnitee is not a director of the Company but is an officer; or one of the
Company's key employees, if Indemnitee is not an officer or director but is a
key employee. Notwithstanding the foregoing, the Company shall have no
obligation to obtain or maintain such insurance if the Company determines in
good faith that such insurance is not reasonably available, if the premium costs
for such insurance are disproportionate to the amount of coverage provided, if
the coverage provided by such insurance is limited by exclusions so as to
provide an insufficient benefit, or if Indemnitee is covered by similar
insurance maintained by an affiliate of the Company.

      8.    Severability. Nothing in this Agreement is intended to require or
shall be construed as requiring the Company to do or fail to do any act in
violation of applicable law. The Company's inability, pursuant to court order,
to perform its obligations under this Agreement shall not constitute a breach of
this Agreement. The provisions of this Agreement shall be severable as provided
in this Section 8. If this Agreement or any portion hereof shall be invalidated
on any ground by any court of competent jurisdiction, then the Company shall
nevertheless indemnify Indemnitee to the full extent permitted by any applicable
portion of this Agreement that shall not have been invalidated, and the balance
of this Agreement not so invalidated shall be enforceable in accordance with its
terms.

      9.    Exceptions. Any other provision herein to the contrary
notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement:

            (a) Claims Initiated by Indemnitee. To indemnify or advance expenses
to Indemnitee with respect to proceedings or claims initiated or brought
voluntarily by Indemnitee and not by way of defense, except with respect to
proceedings brought to establish or enforce a right to indemnification under
this Agreement or any other statute or law or otherwise as required under the
Pennsylvania Business Corporation Act of 1988, as amended, but such
indemnification or advancement of expenses may be provided by Company in
specific cases if the Board of Directors, at its sole discretion, finds it to be
appropriate;

            (b) Lack of Good Faith. To indemnify Indemnitee for any expenses
incurred by Indemnitee with respect to any proceeding instituted by Indemnitee
to enforce or interpret this Agreement, if a court of competent jurisdiction
determines that each of the material assertions made by Indemnitee in such
proceeding was not made in good faith or was frivolous;

            (c) Insured Claims. To indemnify Indemnitee for expenses or
liabilities of any type whatsoever (including, but not limited to, judgments,
fines, ERISA excise taxes or penalties, and amounts paid in settlement) which
have been paid directly to Indemnitee by an insurance carrier under a policy of
officers' and directors' liability insurance maintained by the Company or other
enterprise; or


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<PAGE>

            (d) Claims Under Section 16(b). To indemnify Indemnitee for expenses
or the payment of profits arising from the purchase and sale by Indemnitee of
securities in violation of Section 16(b) of the Exchange Act (as defined in
Section 18), or any similar successor statute.

      10.   Construction of Certain Phrases.

            (a) For purposes of this Agreement, references to the "Company"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that if Indemnitee is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of other
enterprises, Indemnitee shall stand in the same position under the provisions of
this Agreement with respect to the resulting or surviving corporation as
Indemnitee would have with respect to such constituent corporation if its
separate existence had continued.

            (b) For purposes of this Agreement, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on Indemnitee with respect to an employee
benefit plan; and reference to "serving at the request of the Company" shall
include any service as a director, officer, employee or agent of the Company
which imposes duties on, or involves services by, Indemnitee with respect to an
employee benefit plan, its participants, or beneficiaries; and, if Indemnitee
acted in good faith and in a manner Indemnitee reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan,
Indemnitee shall be deemed to have acted in a manner "not opposed to the best
interests of the Company" as referred to in this Agreement.

            (c) For the purposes of this Agreement, references to "affiliates"
shall mean any entity which, directly or indirectly, is in the control of, is
controlled by, or is under common control with, the Company.

      11.   Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original.

      12.   Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the Company and its successors and assigns, and
Indemnitee and Indemnitee's estate, heirs, legal representatives and assigns.

      13.   Attorneys' Fees. If any action is instituted by Indemnitee under
this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall
be entitled to be paid all court costs and expenses, including reasonable
attorneys' fees, incurred by Indemnitee with respect to such action, unless as a
part of such action, the court of competent jurisdiction determines that each of
the material assertions made by Indemnitee as a basis for such action was not
made in good faith or was frivolous. In the event of an action instituted by or
in the name of the Company under this Agreement or to enforce or interpret any
of the terms of this Agreement, Indemnitee shall be entitled to be paid all
court costs and expenses, including attorneys' fees,


                                       7
<PAGE>

incurred by Indemnitee in defense of such action (including with respect to
Indemnitee's counterclaims and cross-claims made in such action), unless as a
part of such action the court determines that each of Indemnitee's material
defenses to such action was made in bad faith or was frivolous.

      14.   Notice. All notices, requests, demands and other communications
under this Agreement shall be in writing and, unless otherwise provided, shall
be deemed duly given (a) if delivered by hand and receipted for by the party
addressee, on the date of such receipt, or (b) if mailed by domestic certified
or registered mail with postage prepaid, on the third business day after the
date postmarked. The address for notice to the Company shall be as set forth in
Section 2(b) hereof, and the address for notice to Indemnitee shall be as set
forth on the signature page of this Agreement, or as subsequently modified by
written notice.

      15.   Consent to Jurisdiction. The Company and Indemnitee each hereby
irrevocably consent to the jurisdiction of the courts of the Commonwealth of
Pennsylvania for all purposes in connection with any action or proceeding which
arises out of or relates to this Agreement. Any action or proceeding instituted
under or to enforce this Agreement shall be brought only in the state courts of
the Commonwealth of Pennsylvania.

      16.   Subrogation. In the event of payment under this Agreement, Company
shall be subrogated to the extent of such payment to all of the rights of
recovery of the Indemnitee, who shall execute all papers required and shall do
everything that may be necessary to secure such rights, including the execution
of such documents necessary to enable Company effectively to bring suit to
enforce such rights.

      17.   Choice of Law. This Agreement shall be governed by and its
provisions construed in accordance with the laws of the Commonwealth of
Pennsylvania, as applied to contracts between Pennsylvania residents entered
into and to be performed within Pennsylvania.

      18.   Definition of Change in Control. For purposes of this Agreement,
"Change in Control" means 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 Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of
either (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;


                                       8
<PAGE>

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

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


                                       9
<PAGE>

      19.   Prior Agreement. Notwithstanding any contrary provision contained
herein, this Agreement supersedes and replaces the prior written indemnification
agreement dated as of ______________ between the Indemnitee and the Company or
its predecessor, Sun Company. [Section 19 to be deleted for first-time
Indemnitees.]

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


ACCEPTED AND AGREED TO:

INDEMNITEE:                               SUNOCO, INC.





____________________________        By:___________________________
(signature)                         Printed Name:
                                    Title:

----------------------------
(name)


----------------------------
(address)

----------------------------




                                       10
<PAGE>

Schedule to the Form of Indemnification Agreement

The Indemnification Agreements between Sunoco, Inc. and the directors and
executive officers named below are identical in all material respects.


      Officer                             Date of Agreement

Terence P. Delaney                        September 6, 2001
Michael H. R. Dingus                      September 6, 2001
John G. Drosdick                          September 6, 2001
Bruce G. Fischer                          September 6, 2001
Deborah M. Fretz                          September 6, 2001
Thomas W. Hofmann                         September 6, 2001
Joseph P. Krott                           September 6, 2001
Michael S. Kuritzkes                      September 6, 2001
Joel H. Maness                            September 6, 2001
Michael J. McGoldrick                     September 6, 2001
Ann C. Mule                               September 6, 2001
Paul A. Mulholland                        September 6, 2001
Rolf D. Naku                              September 6, 2001
Robert W. Owens                           September 6, 2001
Charles K. Valutas                        September 6, 2001

      Director                            Date of Agreement

Raymond E. Cartledge                      September 6, 2001
Robert J. Darnall                         September 6, 2001
Mary J. Evans                             September 6, 2001
Ursula F. Fairbairn                       September 6, 2001
Thomas P. Gerrity                         September 6, 2001
Rosemarie B. Greco                        September 6, 2001
James G. Kaiser                           September 6, 2001
Robert D. Kennedy                         September 6, 2001
Norman S. Matthews                        September 6, 2001
R. Anderson Pew                           September 6, 2001
G. Jackson Ratcliffe                      September 6, 2001
Alexander B. Trowbridge                   September 6, 2001