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                                                               Exhibit 10.9

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                                  SUNOCO, INC.

                        SPECIAL EXECUTIVE SEVERANCE PLAN

                 (Amended and Restated as of September 6, 2001)









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                                    ARTICLE I

                                   DEFINITIONS

      Section 1.1 "Accounting Firm" shall have the meaning provided herein at
Section 4.7(b).

      Section 1.2 "Annual Compensation" shall mean a Participant's annual base
salary as in effect immediately prior to the Change in Control, or, if greater,
immediately prior to the Employment Termination Date, plus the greater of (x)
the Participant's annual guideline (target) bonus as in effect immediately
before the Change in Control or, if higher, the Employment Termination Date, or
(y) the highest annual bonus awarded to the Participant with respect to any of
the three years ending before the Change in Control or any subsequent year
ending before the Employment Termination Date.

      Section 1.3 "Benefit" or "Benefits" shall mean any or all of the benefits
that a Participant is entitled to receive pursuant to Article IV of the Plan.

      Section 1.4  "Benefit Extension Period" shall mean:

            (a) for an Executive Resource Employee in Grade 18 or above, three
years; and

            (b) for each other Executive Resource Employee, two years.

      Section 1.5 "Board of Directors" shall mean the Board of Directors of
Sunoco, Inc. or any successor thereto.

      Section 1.6 "Business Combination" shall have the meaning provided herein
at Section 1.7(c).

      Section 1.7 "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 1.7(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 1.7(c)(1), (c)(2) and
(c)(3) of this definition;


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            (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.

      Section 1.8 "Chief Executive Officer" shall mean the individual serving as
the Chief Executive Officer of Sunoco, Inc. as of the date of reference.

      Section 1.9 "Code" shall mean the Internal Revenue Code of 1986, as
amended.

      Section 1.10 "Committee" shall mean the administrative committee
designated pursuant to Article VI of the Plan to administer the Plan in
accordance with its terms.


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      Section 1.11 "Company" shall mean Sunoco, Inc., a Pennsylvania
corporation. The term "Company" shall include any successor to Sunoco, Inc., any
subsidiary or affiliate which has adopted the Plan, or a corporation succeeding
to the business of Sunoco, Inc., or any subsidiary or affiliate by merger,
consolidation, liquidation or purchase of assets or stock or similar
transaction.

      Section 1.12 "Company Service" shall mean, for purposes of determining
Benefits available to any Participant in this Plan, the total aggregate recorded
length of such Participant's service with: Sunoco, Inc.; any subsidiary or
affiliate of Sunoco, Inc. (whether by merger, consolidation or liquidation or
purchase of assets or stock or similar transaction) which has adopted the Plan;
and/or any corporation succeeding to the business of Sunoco, Inc.

      Company Service shall commence with the Participant's initial date of
employment with the Company, and shall end with such Participant's death,
retirement, or termination for any reason. Company Service also shall include:

            (a) all periods of approved leave of absence (civil, family,
      medical, military, or Olympic); provided, however, that the Participant
      returns to work within the prescribed time following the leave;

            (b) any break in service of thirty (30) days or less; and

            (c) any service credited under applicable Company policies with
      respect to the length of a Participant's employment by any non-affiliated
      entity that is subsequently acquired by, and becomes a part of, the
      Company's operations.

      Section 1.13 "Disability" shall mean any illness, injury or incapacity of
such duration and type as to render a Participant eligible to receive long-term
disability benefits under the applicable broad-based long-term disability
program of the Company.

      Section 1.14 "Compensation Committee" shall mean the compensation
committee of the Board of Directors.

      Section 1.15 "Employment Termination Date" shall mean the date on which
the employment relationship between the Participant and the Company is
terminated.

      Section 1.16 "ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as amended.

      Section 1.17 "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

      Section 1.18 "Excise Tax" shall have the meaning provided herein at
Section 4.7(f).

      Section 1.19 "Executive Resource Employee" shall mean any individual
employed by the Company who has been designated by the Company as a member of
the Company's executive resources group. Generally, such group shall include
employees in Grades 14-20 and all other employees subject to Section 16 of the
Exchange Act.

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      Section 1.20 "Gross-Up Payment" shall have the meaning provided herein at
Section 4.7(a).

      Section 1.21 "Incumbent Board" shall have the meaning provided herein at
Section 1.7(b).

      Section 1.22 "Involuntary Plan" shall mean the Sunoco, Inc. Executive
Involuntary Severance Plan.

      Section 1.23 "Just Cause" shall mean:

            (a) the willful and continued failure of the Participant to perform
substantially the Participant's duties with the Company (other than any such
failure resulting from incapacity due to physical or mental illness or following
notice of employment termination by the Participant pursuant to Section 1.31(b)
or (c)), after a written demand for substantial performance is delivered to the
Participant by the Board of Directors or the Chief Executive Officer that
specifically identifies the manner in which the Board of Directors or the Chief
Executive Officer believes that the Participant has not substantially performed
the Participant's duties, or

            (b) the willful engaging by the Participant in illegal conduct or
gross misconduct that is materially and demonstrably injurious to the Company.

      For purposes of this Section 1.23, no act, or failure to act, on the part
of the Participant shall be considered "willful" unless it is done, or omitted
to be done, by the Participant in bad faith or without reasonable belief that
the Participant's action or omission was in the best interests of the Company.
Any act, or failure to act, based upon authority given pursuant to a resolution
duly adopted by the Board or upon the instructions of the Chief Executive
Officer or a senior officer of the Company or based upon the advice of counsel
for the Company shall be conclusively presumed to be done, or omitted to be
done, by the Participant in good faith and in the best interests of the Company.
The cessation of employment of the Participant shall not be deemed to be for
Just Cause unless and until there shall have been delivered to the Participant a
copy of a resolution duly adopted by the affirmative vote of not less than
three-quarters of the entire membership of the Board of Directors (excluding the
Participant, if the Participant is a member of the Board of Directors) at a
meeting of the Board of Directors (after reasonable notice is provided to the
Participant and the Participant is given an opportunity, together with counsel
for the Participant, to be heard before the Board of Directors), finding that,
in the good faith opinion of the Board of Directors, the Participant is guilty
of the conduct described in Section 1.23(a) or 1.23(b), and specifying the
particulars thereof in detail.

      Section 1.24 "Outstanding Company Common Stock" shall have the meaning
provided herein at Section 1.7(a).

      Section 1.25 "Outstanding Company Voting Stock" shall have the meaning
provided herein at Section 1.7(a).

      Section 1.26 "Parachute Value" shall have the meaning provided herein at
Section 4.7(f).


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      Section 1.27 "Participant" shall mean any Executive Resource Employee who
is employed by the Company on or before the occurrence of any Change in Control.
In addition, for purposes of Sections 4.6 and 4.7 of this Plan, each former
Executive Resource Employee shall be a Participant.

      Section 1.28 "Payment" shall have the meaning provided herein at Section
4.7(f)

      Section 1.29 "Person" shall have the meaning provided herein at Section
1.7(a).

      Section 1.30 "Plan" shall mean the Sunoco, Inc. Special Executive
Severance Plan, as set forth herein, and as the same may from time to time be
amended.

      Section 1.31 "Qualifying Termination" of the employment of a Participant
shall mean any of the following:

            (a) a termination of employment by the Company within two (2) years
   after a Change in Control, other than for Just Cause, death or Disability;

            (b) a termination of employment by the Participant within two (2)
   years after a Change in Control for one or more of the following reasons:

            (1) the assignment to such Participant of any duties inconsistent in
        a way adverse to such Participant, with such Participant's positions,
        duties, responsibilities and status with the Company immediately prior
        to the Change in Control, or a reduction in the duties and
        responsibilities held by the Participant immediately prior to the Change
        in Control; or a change in the Participant's reporting responsibilities,
        title or offices as in effect immediately prior to the Change in Control
        that is adverse to the Participant; in each case except in connection
        with such Participant's termination of employment by the Company for
        Just Cause; or

            (2) with respect to any Participant who is a member of the Board of
        Directors immediately prior to the Change in Control, any failure of the
        shareholders of the Company to elect or reelect, or of the Company to
        appoint or reappoint, the Participant as a member of the Board of
        Directors;

             (3) a reduction by the Company in either the Participant's annual
        base salary or guideline (target) bonus as in effect immediately prior
        to the Change in Control; the failure of the Company to provide the
        Participant with employee benefits and incentive compensation
        opportunities that (i) are not less favorable than those provided to
        other executives who occupy the same grade level at the Company as the
        Participant, or if the Company's grade levels are no longer applicable,
        to a similar peer group of the executives of the Company, and (ii)
        provide the Participant with benefits that are at least as favorable,
        measured separately for (A) incentive compensation opportunities, (B)
        savings and retirement benefits, (C) welfare benefits, and (D) fringe
        benefits and vacation, as the most favorable of each such category of
        benefit in effect for the Participant at any time during the 120-day
        period immediately preceding the Change in Control; or


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              (4) The Company requires the Participant to be based anywhere
        other than the Participant's present work location or a location within
        thirty-five (35) miles from the present location; or the Company
        requires the Participant to travel on Company business to an extent
        substantially more burdensome than such Participant's travel obligations
        during the period of twelve (12) consecutive months immediately
        preceding the Change in Control;

provided, however, that in the case of any such termination of employment by the
Participant under this subparagraph (b), such termination shall not be deemed to
be a Qualifying Termination unless the termination occurs within 120 days after
the occurrence of the event or events constituting the reason for the
termination; or

            (c) before a Change in Control, a termination of employment by the
Company (other than a termination for Just Cause) or a termination of employment
by the Participant for one of the reasons set forth in (b) above, if the
affected Participant can demonstrate that such termination or circumstance in
(b) above leading to the termination:

                  (1) was at the request of a third party with which the Company
      had entered into negotiations or an agreement with regard to a Change in
      Control; or

                  (2) otherwise occurred in connection with a Change in Control;

      provided, however, that in either such case, a Change in Control actually
      occurs within one (1) year following the Employment Termination Date.

Any good faith determination made by the Participant that the Participant has
experienced a Qualifying Termination pursuant to Section 1.31(b) shall be
conclusive. A Participant's mental or physical incapacity following the
occurrence of an event described above in (b) above shall not affect the
Participant's ability to have a Qualifying Termination.

      Section 1.32 "Retirement Plan" shall have the meaning provided herein at
Section 4.1(c).

      Section 1.33 "SERP" shall have the meaning provided herein at Section
4.1(c).

      Section 1.34 "Underpayment" shall have the meaning provided herein at
Section 4.7(b).

                                   ARTICLE II

                      BACKGROUND, PURPOSE AND TERM OF PLAN

      Section 2.1 Background. Sunoco, Inc. maintains this Plan for the purpose
of providing severance allowances to Executive Resource Employees whose
employment is terminated in connection with or following a Change in Control.
The Plan, as amended and restated herein, shall be effective as of September 6,
2001.

      Section 2.2 Purpose of the Plan. The Plan, as set forth herein, has been
adopted by the Board of Directors, or a committee thereof, delegated such
responsibility, acting in its sole


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discretion, in recognition that the possibility of a major transaction or a
Change in Control exists and that such possibility, and the uncertainty and
questions which it may raise among management, may result in the departure or
distraction of key management personnel to the detriment of the Company. The
Board of Directors has determined that appropriate steps should be taken to
reinforce and encourage the continued attention and dedication of Participants,
as key members of Company's management, to their assigned duties without
distraction. The Plan is not intended to be included in the definitions of
"employee pension benefit plan" and "pension plan" set forth under Section 3(2)
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").
Rather, this Plan is intended to meet the descriptive requirements of a plan
constituting a "severance pay plan" within the meaning of regulations published
by the Secretary of Labor at Title 29, Code of Federal Regulations, ss.
2510.3-2(b). Accordingly, the benefits paid by the Plan are not deferred
compensation.

      Section 2.3 Term of the Plan. The Plan will continue until such time as
the Board of Directors, or a committee thereof, delegated such responsibility,
acting in its sole discretion, elects to modify, supersede or terminate it;
provided, however, that no such action taken after a Change in Control, or
before, but in connection with, a Change in Control, may terminate or reduce the
benefits or prospective benefits of any individual who is a Participant on the
date of the action without the express written consent of the Participant.

                                   ARTICLE III

                   PARTICIPATION AND ELIGIBILITY FOR BENEFITS

      Section 3.1 General Requirements. Each Executive Resource Employee shall
become a Participant upon confirmation of his/her official title or employment
grade by election by the Board of Directors or appointment by the Company.
Except with respect to the benefits and payments under Sections 4.7 and 4.8, in
order to receive a Benefit under this Plan, a Participant's employment must have
been terminated as a result of a Qualifying Termination.

      Section 3.2 Qualifying Termination. The Committee shall determine whether
any termination of a Participant is a Qualifying Termination. The Participant
shall follow the procedures described in Article IX for presenting his or her
claim for Benefits under this Plan.

                                   ARTICLE IV

                                    BENEFITS

      Section 4.1 Amount of Immediate Cash Benefit; Qualifying Termination. In
the event of a termination of employment that would qualify the Participant for
Benefits that is a Qualifying Termination, the cash amount to be paid to a
Participant eligible to receive Benefits under Section 3.1 hereof shall be paid
in a lump sum as provided in Section 5.1 hereof and shall equal the sum of the
following:

            (a) An amount equal to the Participant's earned vacation (as
determined under the Company's applicable vacation policy as in effect at the
time of the Change in Control) through his or her Employment Termination Date;


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            (b)   (1) for an Executive Resources Employee in Grade 18 or above,
Annual Compensation multiplied by three (3);

                  (2) for each other Executive Resources Employee, Annual
Compensation multiplied by two (2);

            (c)   An amount equal to the excess of (x) the actuarial equivalent
of the benefit under the Company's Retirement Plan or any successor defined
benefit pension plan (the "Retirement Plan") (utilizing actuarial assumptions no
less favorable to the Participant than those in effect under the Retirement Plan
immediately prior to the Change in Control) and any excess or supplemental
retirement plan, including, without limitation, the Company's Executive
Retirement Plan and the Company's Pension Restoration Plan, in which the
Participant participates (collectively, the "SERP") that the Participant would
receive if the Participant's employment continued throughout his/her Benefit
Extension Period, assuming for this purpose that all accrued benefits are fully
vested and assuming that the Participant's compensation in each year of his/her
Benefit Extension Period is the Annual Compensation, over (y) the actuarial
equivalent of the Participant's actual benefit (paid or payable), if any, under
the Retirement Plan and the SERP as of the Employment Termination Date
(including any additional benefit to which the Participant is entitled under the
Retirement Plan or the SERP in connection with the Change in Control).

      Section 4.2 Executive Severance Benefits. In the event that Benefits are
paid under Section 4.1, the Participant shall continue to be entitled, through
the end of his/her Benefit Extension Period, to those employee benefits, based
upon the amount of coverage or benefits provided at the Change in Control,
listed below:

      (a)   Death benefits as follows:

            (1)   for Participants who became Executive Resource Employees on or
                  after January 1, 1985, an amount equal to one (1) times annual
                  base salary at the Employment Termination Date; and

            (2)   for Participants who became Executive Resource Employees
                  before January 1, 1985, an amount equal to two (2) times the
                  sum of annual base salary and guideline (target) bonus at the
                  Employment Termination Date.

            Any supplemental coverages elected under the Sunoco, Inc. Death
      Benefits Plan (or any similar plan of any of the following: a subsidiary
      or affiliate which has adopted this Plan; a corporation succeeding to the
      business of Sunoco, Inc.; and/or any subsidiary or affiliate, by merger,
      consolidation, liquidation, purchase of assets or stock, or similar
      transaction) will be discontinued under the terms of such plan or plans.

      (b) Medical plan benefits (including dental coverage), with COBRA
      continuation eligibility beginning as of the end of the Benefit Extension
      Period, except as provided hereinbelow at Section 4.3.

      (c) Life insurance coverage.


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      In each case, when contributions are required of all Executive Resource
Employees at the time of the Participant's Employment Termination Date, or
thereafter, if required of all other active Executive Resource Employees, the
Participant shall continue to be responsible for making the required
contributions during the Benefit Extension Period in order to be eligible for
the coverage. Notwithstanding the foregoing sentence, in lieu of the coverages
provided under this Section 4.2, the Company may pay, at the time payment is
otherwise to be made of cash Benefits pursuant to Section 5.1 hereof, the
Participant an amount (as adjusted for taxes) equal to the then present value of
the total cost of such coverages, or the Company may provide the Participant
with comparable coverage under a policy or policies of insurance. The
Participant also shall be entitled to outplacement services during the Benefit
Extension Period, at no cost to the Participant, from an experienced third-party
vendor selected by the Committee and consistent with vendors used in connection
with the Sunoco, Inc. Involuntary Termination Plan immediately before the Change
in Control.

      Section 4.3 Special Medical Benefit. In the event Benefits are paid to the
Participant under Section 4.1:

      (a) A Participant who, as of his/her Employment Termination Date, is fifty
      (50) or more years of age and has ten (10) or more years of Company
      Service, shall have medical (but not dental) benefits available under the
      same terms and conditions as other employees not yet eligible for Medicare
      coverage who retire under the terms of a Company retirement plan.

      (b) A Participant who, as of the Employment Termination Date, is fifty
      (50) or more years of age but has fewer than ten (10) years of Company
      Service, shall be eligible to receive Company medical plan benefits
      (excluding dental coverage) following the Benefit Extension Period, at a
      cost to any such Participant that is equal to the full premium cost of
      such coverage.

      Subject to modification or termination of such medical benefits as
generally provided to other employees not yet eligible for Medicare coverage who
retire under the terms of the Company's retirement plan(s), such benefits shall
continue until such time as the Participant becomes first eligible for Medicare,
or the Participant voluntarily cancels coverage, whichever is earlier.

      Section 4.4 Retirement and Savings Plans. This Plan shall not govern and
shall in no way affect the Participant's interest in, or entitlement to benefits
under, any of the Company's "qualified" or supplemental retirement plans, and,
except to the extent specifically provided in Section 4.1(c), payments received
under any such plans shall not affect a Participant's right to any Benefit
hereunder.

      Section 4.5 Minimum Benefit; Effect of Executive Involuntary Severance
Plan.

      (a) Notwithstanding the provisions of Sections 4.1, 4.2 and 4.3 hereof,
the Benefits available under those Sections of this Plan shall not be less than
those determined in accordance with the provisions of the Sunoco, Inc. Special
Employee Severance Plan. If the Participant determines that the benefits under
the Sunoco, Inc. Special Employee Severance


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Plan are more valuable to the Participant than the comparable Benefits set forth
in Sections 4.1, 4.2 and 4.3 of this Plan, then the provisions used to calculate
the Benefits available to the Participant under this Plan shall not apply, and
the Benefits available to the Participant under Sections 4.1, 4.2 and 4.3 of
this Plan shall be calculated using only Sections 4.1 and 4.2 of the Sunoco,
Inc. Special Employee Severance Plan, as if such Sections 4.1 and 4.2 were a
part of this Plan.

      (b) If a Participant is or becomes entitled to receive severance benefits
under both the Involuntary Plan and Sections 4.1, 4.2 and/or 4.3 of this Plan,
then the following rules shall apply, notwithstanding any other provision of
this Plan nor any provision of the Involuntary Plan. If and to the extent such
benefits become payable under the Involuntary Plan before such benefits become
payable under this Plan, the Participant shall receive benefits under the
Involuntary Plan until the benefits under this Plan become payable, and the
benefits under this Plan shall be offset by the comparable benefits previously
paid under the Involuntary Plan. If such benefits under this Plan become payable
simultaneously with or before such benefits under the Involuntary Plan, the
Participant shall not be entitled to any benefits under the Involuntary Plan.

      Section 4.6 Effect on Other Benefits. There shall not be drawn from the
continued provision by the Company of any of the aforementioned Benefits any
implication of continued employment or of continued right to accrual of
retirement benefits under the Company's qualified or supplemental retirement
plans, nor shall a terminated employee, except as otherwise provided under the
terms of the Plan, accrue vacation days, paid holidays, paid sick days or other
similar benefits normally associated with employment for any part of the Benefit
Extension Period during which benefits are payable under this Plan. A
Participant shall have no duty to mitigate with respect to Benefits under this
Plan by seeking or accepting alternative employment. Further, the amount of any
payment or benefit provided for in this Plan shall not be reduced by any
compensation earned by the Participant as the result of employment by another
employer, by retirement benefits, by offset against any amount claimed to be
owed by the Participant to the Company, or otherwise.

      Section 4.7  Parachute Payments.

      (a) Anything in this Plan to the contrary notwithstanding and except as
set forth below, in the event it shall be determined that any Payment would be
subject to the Excise Tax, then the Participant shall be entitled to receive an
additional payment (a "Gross-Up Payment") in an amount such that after payment
by the Participant of all taxes (including any interest or penalties imposed
with respect to such taxes), including, without limitation, any income taxes
(and any interest and penalties imposed with respect thereto) and Excise Tax
imposed upon the Gross-Up Payment, the Participant retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

      (b) Subject to the provisions of Section 4.7(c), all determinations
required to be made under this Section 4.7, including whether and when a
Gross-Up Payment is required and the amount of such Gross-Up Payment and the
assumptions to be utilized in arriving at such determination, shall be made by
Ernst & Young LLP or such other nationally recognized certified public
accounting firm as may be designated by the Participant (the "Accounting Firm")
which shall provide detailed supporting calculations both to the Company and the
Participant within 15


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business days of the receipt of notice from the Participant that there has been
a Payment, or such earlier time as is requested by the Company. All fees and
expenses of the Accounting Firm shall be borne solely by the Company. Subject to
Section 4.7(e) below, any Gross-Up Payment, as determined pursuant to this
Section 4.7, shall be paid by the Company to the Participant within five days of
the receipt of the Accounting Firm's determination. Any determination by the
Accounting Firm shall be binding upon the Company and the Participant. As a
result of the uncertainty in the application of Section 4999 of the Code at the
time of the initial determination by the Accounting Firm hereunder, it is
possible that Gross-Up Payments which will not have been made by the Company
should have been made ("Underpayment"), consistent with the calculations
required to be made hereunder. In the event that the Company exhausts its
remedies pursuant to Section 4.7(c) and the Participant thereafter is required
to make a payment of any Excise Tax, the Accounting Firm shall determine the
amount of the Underpayment that has occurred and any such Underpayment shall be
promptly paid by the Company to or for the benefit of the Participant.

      (c) The Participant shall notify the Company in writing of any claim by
the Internal Revenue Service that, if successful, would require the payment by
the Company of the Gross-Up Payment. Such notification shall be given as soon as
practicable but no later than ten business days after the Participant is
informed in writing of such claim and shall apprise the Company of the nature of
such claim and the date on which such claim is requested to be paid. The
Participant shall not pay such claim prior to the expiration of the 30-day
period following the date on which it gives such notice to the Company (or such
shorter period ending on the date that any payment of taxes with respect to such
claim is due). If the Company notifies the Participant in writing prior to the
expiration of such period that it desires to contest such claim, the Participant
shall:

            (i) give the Company any information reasonably requested by the
Company relating to such claim,

            (ii) take such action in connection with contesting such claim as
the Company shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim by
an attorney reasonably selected by the Company,

            (iii) cooperate with the Company in good faith in order effectively
to contest such claim, and

            (iv) permit the Company to participate in any proceedings relating
to such claim;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Participant harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limitation on the foregoing provisions of
this Section 4.7(c), the Company shall control all proceedings taken in
connection with such contest and, at its sole option, may pursue or forgo any
and all administrative appeals, proceedings, hearings and conferences with the
taxing authority in respect of such claim and


                                       11
<PAGE>

may, at its sole option, either direct the Participant to pay the tax claimed
and sue for a refund or contest the claim in any permissible manner, and the
Participant agrees to prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or more
appellate courts, as the Company shall determine; provided, however, that if the
Company directs the Participant to pay such claim and sue for a refund, the
Company shall advance the amount of such payment to the Participant, on an
interest-free basis and shall indemnify and hold the Participant harmless, on an
after-tax basis, from any Excise Tax or income tax (including interest or
penalties with respect thereto) imposed with respect to such advance or with
respect to any imputed income with respect to such advance; and further provided
that any extension of the statute of limitations relating to payment of taxes
for the taxable year of the Participant with respect to which such contested
amount is claimed to be due is limited solely to such contested amount.
Furthermore, the Company's control of the contest shall be limited to issues
with respect to which a Gross-Up Payment would be payable hereunder and the
Participant shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other taxing
authority.

      (d) If, after the receipt by the Participant of a Gross-Up Payment or an
amount advanced by the Company pursuant to Section 4.7(c), the Participant
becomes entitled to receive any refund with respect to such claim, the
Participant shall (subject to the Company's complying with the requirements of
Section 4.7(c) to the extent applicable) promptly pay to the Company the amount
of such refund (together with any interest paid or credited thereon after taxes
applicable thereto). If, after the receipt by the Participant of an amount
advanced by the Company pursuant to Section 4.7(c), a determination is made that
the Participant shall not be entitled to any refund with respect to such claim
and the Company does not notify the Participant in writing of its intent to
contest such denial of refund prior to the expiration of 30 days after such
determination, then such advance shall be forgiven and shall not be required to
be repaid and the amount of such advance shall offset, to the extent thereof,
the amount of any Gross-Up Payment required to be paid.

      (e) Notwithstanding any other provision of this Section 4.7, the Company
may withhold and pay over to the Internal Revenue Service for the benefit of the
Participant all or any portion of the Gross-Up Payment that it determines in
good faith that it is or may be in the future required to withhold, and the
Participant hereby consents to such withholding.

      (f) Definitions. The following terms shall have the following meanings for
purposes of this Section 4.7.

            (i) "Excise Tax" shall mean the excise tax imposed by Section 4999
of the Code, together with any interest or penalties imposed with respect to
such excise tax.

            (ii) "Parachute Value" of a Payment shall mean the present value as
of the date of the change of control for purposes of Section 280G of the Code of
the portion of such Payment that constitutes a "parachute payment" under Section
280G(b)(2), as determined by the Accounting Firm for purposes of determining
whether and to what extent the Excise Tax will apply to such Payment.


                                       12
<PAGE>

            (iii) A "Payment" shall mean any payment or distribution in the
nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to
or for the benefit of the Participant, whether paid or payable pursuant to this
Plan or otherwise.

      Section 4.8 Legal Fees and Expenses. The Company also shall pay to the
Participant all legal fees and expenses incurred by the Participant:

            (a) in disputing in good faith any issue relating to the termination
of the Participant's employment in connection with a Change in Control as a
result of a Qualifying Termination entitling the Participant to Benefits under
this Plan (including a termination of employment if the Participant alleges in
good faith that such termination will be or is a Qualifying Termination pursuant
to Section 1.31(c)); or

            (b) in seeking in good faith to obtain or enforce any benefit or
right provided by this Plan (or the payment of any Benefits through any trust
established to fund Benefits under this Plan) or in connection with any tax
audit or proceeding to the extent attributable to the application of section
4999 of the Code to any payment or benefit provided hereunder.

      Such payments shall be made as such fees and expenses are incurred by the
Participant, but in no event later than five (5) business days after delivery of
the Participant's written requests for payment accompanied with such evidence of
fees and expenses incurred as the Company reasonably may require. The
Participant shall reimburse the Company for such fees and expenses at such time
as a court of competent jurisdiction, or another independent third party having
similar authority, determines that the Participant's claim was frivolously
brought without reasonable expectation of success on the merits thereof.

                                    ARTICLE V

                     METHOD AND DURATION OF BENEFIT PAYMENTS

      Section 5.1 Method of Payment. The cash Benefits to which a Participant is
entitled, as determined pursuant to Article IV hereof, shall be paid in a lump
sum. Payment shall be made by mailing to the last address provided by the
Participant to the Company. In general, payment shall be made within fifteen
(15) days after the Participant's Employment Termination Date but in no event
later than thirty (30) days thereafter. In the event the Company should fail to
pay when due the amounts described in Article IV, the Participant shall also be
entitled to receive from the Company an amount representing interest on any
unpaid or untimely paid amounts from the due date to the date of payment at a
rate equal to the prime rate of Citibank, N.A. as in effect from time to time
after such due date.

      Section 5.2 Payments to Beneficiary(ies). Each Executive Resource Employee
shall designate a beneficiary(ies) to receive any Benefits due hereunder in the
event of the Participant's death prior to the receipt of all such Benefits. Such
beneficiary designation shall be made in the manner, and at the time, prescribed
by the Company in its sole discretion. In the absence of an effective
beneficiary designation hereunder, the Participant's estate shall be deemed to
be his or her designated beneficiary.


                                       13
<PAGE>

                                   ARTICLE VI

                                 ADMINISTRATION

      Section 6.1 Appointment of the Committee. The Committee shall consist of
three (3) or more persons appointed by the Compensation Committee. Committee
members may be, but need not be, employees of Sunoco, Inc. Following a Change in
Control, the individuals most recently so appointed to serve as members of the
Committee before the Change in Control, or successors whom they approve, shall
continue to serve as the Committee.

      Section 6.2 Tenure of the Committee. Before a Change in Control, Committee
members shall serve at the pleasure of the Compensation Committee and may be
discharged, with or without cause, by the Compensation Committee. Committee
members may resign at any time on ten (10) days' written notice.

      Section 6.3 Authority and Duties. It shall be the duty of the Committee,
on the basis of information supplied to it by the Company, to determine the
eligibility of each Participant for Benefits under the Plan, to determine the
amount of Benefit to which each such Participant may be entitled, and to
determine the manner and time of payment of the Benefit consistent with the
provisions hereof. In addition, the exercise of discretion by the Committee need
not be uniformly applied to similarly situated Participants. The Company shall
make such payments as are certified to it by the Committee to be due to
Participants. The Committee shall have the full power and authority to construe,
interpret and administer the Plan, to correct deficiencies therein, and to
supply omissions. Except as provided in Section 9.2, all decisions, actions and
interpretations of the Committee shall be final, binding and conclusive upon the
parties.

      Section 6.4 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 at the
direction of the chairperson, without a meeting by mail, telegraph, telephone or
electronic communication device; provided 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.

      Section 6.5 Officers of the Committee. The Compensation Committee shall
designate one of the members of the Committee to serve as chairperson thereof.
The Compensation Committee shall also designate a person to serve as Secretary
of the Committee, which person may be, but need not be, a member of the
Committee.

      Section 6.6 Compensation of the Committee. Members of the Committee shall
receive no compensation for their services as such. However, all reasonable
expenses of the Committee shall be paid or reimbursed by the Company upon proper
documentation. The Company shall indemnify members of the Committee against
personal liability for actions taken in good faith in the discharge of their
respective duties as members of the Committee and shall provide coverage to them
under the Company's Liability Insurance program(s).

      Section 6.7 Records, Reporting and Disclosure. The Committee shall keep
all individual and group records relating to Participants and former
Participants and all other records


                                       14
<PAGE>

necessary for the proper operation of the Plan. Such records shall be made
available to the Company and to each Participant for examination during business
hours except that a Participant shall examine only such records as pertain
exclusively to the examining Participant and to the Plan. The Committee shall
prepare and shall file as required by law or regulation all reports, forms,
documents and other items required by ERISA, the Internal Revenue Code, and
every other relevant statute, each as amended, and all regulations thereunder
(except that the Company, as payor 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).

      Section 6.8 Actions of the Chief Executive Officer. Whenever a
determination is required of the Chief Executive Officer under the Plan, such
determination shall be made solely at the discretion of the Chief Executive
Officer. In addition, the exercise of discretion by the Chief Executive Officer
need not be uniformly applied to similarly situated Participants and shall be
final and binding on each Participant or beneficiary(ies) to whom the
determination is directed.

      Section 6.9 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 Plan.

                                   ARTICLE VII

                            AMENDMENT AND TERMINATION

      Section 7.1 Amendment, Suspension and Termination. The Company, acting
through the Board of Directors, retains the right, at any time and from time to
time, to amend, suspend or terminate the Plan in whole or in part, for any
reason, and without either the consent of or the prior notification to any
Participant. Notwithstanding the foregoing, no such action that is taken after a
Change in Control or before, but in connection with, a Change in Control, may
terminate or reduce the benefits or prospective benefits of any Participant on
the date of such action without the express written consent of the Participant.
No amendment, suspension or termination shall give the Company the right to
recover any amount paid to a Participant prior to the date of such action or to
cause the cessation and discontinuance of payments of Benefits to any person or
persons under the Plan already receiving Benefits. The Board of Directors shall
have the right to delegate its authority and powers hereunder, or any portion
thereof, to any committee of the Board of Directors, and shall have the right to
rescind any such delegation in whole or in part.

                                  ARTICLE VIII

                              DUTIES OF THE COMPANY

      Section 8.1 Records. The Company shall supply to the Committee all records
and information necessary to the performance of the Committee's duties.

      Section 8.2 Payment. The Company shall make payments from its general
assets to Participants and shall provide the Benefits described in Article IV
hereof in accordance with the terms of the Plan, as directed by the Committee.


                                       15
<PAGE>

                                   ARTICLE IX

                                CLAIMS PROCEDURES

      Section 9.1 Application for Benefits. Benefits shall be paid by the
Company following an event that qualifies the Participant for Benefits. In the
event a Participant believes himself/herself eligible for Benefits under this
Plan and Benefit payments have not been initiated by the Company, the
Participant may apply for such Benefits by requesting payment of Benefits in
writing from the Committee.

      Section 9.2 Appeals of Denied Claims for Benefits. In the event that any
claim for benefits is denied in whole or in part, the Participant (or
beneficiary, if applicable) whose claim has been so denied shall be notified of
such denial in writing by the Committee, within thirty (30) days following
submission by the Participant (or beneficiary, if applicable) of such claim to
the Committee. The notice advising of the denial shall specify the reason or
reasons for denial, make specific reference to pertinent Plan provisions,
describe any additional material or information necessary for the claimant to
perfect the claim (explaining why such material or information is needed), and
shall advise the Participant of the procedure for the appeal of such denial. All
appeals shall be made by the following procedure:

            (a) The Participant whose claim has been denied shall file with the
Committee a notice of desire to appeal the denial. Such notice shall be filed
within sixty (60) days of notification by the Committee of the claim denial,
shall be made in writing, and shall set forth all of the facts upon which the
appeal is based. Appeals not timely filed shall be barred.

            (b) The Committee shall, within thirty (30) days of receipt of the
Participant's notice of appeal, establish a hearing date on which the
Participant may make an oral presentation to the Committee in support of his/her
appeal. The Participant shall be given not less than ten (10) days' notice of
the date set for the hearing.

            (c) The Committee shall consider the merits of the claimant's
written and oral presentations, the merits of any facts or evidence in support
of the denial of benefits, and such other facts and circumstances as the
Committee shall deem relevant. If the claimant elects not to make an oral
presentation, such election shall not be deemed adverse to his/her interest, and
the Committee shall proceed as set forth below as though an oral presentation of
the contents of the claimant's written presentation had been made.

            (d) The Committee shall render a determination upon the appealed
claim, within sixty (60) days of the hearing date, which determination shall be
accompanied by a written statement as to the reasons therefor.

                                    ARTICLE X

                                  MISCELLANEOUS

      Section 10.1 Nonalienation of Benefits. None of the payments, benefits or
rights of any Participant shall be subject to any claim of any creditor, and, in
particular, to the fullest extent


                                       16
<PAGE>

permitted by law, all such payments, benefits and rights shall be free from
attachment, garnishment, trustee's process, or any other legal or equitable
process available to any creditor of such Participant. No Participant shall have
the right to alienate, anticipate, commute, pledge, encumber or assign any of
the benefits or payments which he/she may expect to receive, contingently or
otherwise, under this Plan.

      Section 10.2 No Contract of Employment. Neither the establishment of the
Plan, nor any modification thereof, nor the creation of any fund, trust or
account, nor the payment of any benefits shall be construed as giving any
Participant, or any person whosoever, the right to be retained in the service of
the Company, and all Participants shall remain subject to discharge to the same
extent as if the Plan had never been adopted.

      Section 10.3 Severability of Provisions. If any provision of this Plan
shall be held invalid or unenforceable, such invalidity or unenforceability
shall not affect any other provisions hereof, and this Plan shall be construed
and enforced as if such provisions had not been included.

      Section 10.4 Successors, Heirs, Assigns, and Personal Representatives.
This Plan shall be binding upon the heirs, executors, administrators, successors
and assigns of the parties, including each Participant, present and future.

      Section 10.5 Headings and Captions. The headings and captions herein are
provided for reference and convenience only, shall not be considered part of the
Plan, and shall not be employed in the construction of the Plan.

      Section 10.6 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.

      Section 10.7 Unfunded Plan. The Plan shall not be funded. A Participant's
right to receive payment of Benefits hereunder shall be no greater than the
right of any unsecured creditor of the Company. The Company may, but shall not
be required to, set aside or earmark an amount necessary to provide the Benefits
specified herein (including the establishment of trusts). In any event, no
Participant shall have any right to, or interest in, any assets of the Company
which may be applied by the Company to the payment of Benefits except as may be
provided pursuant to the terms of any trust established by the Company to
provide Benefits.

      Section 10.8 Payments to Incompetent Persons, Etc. Any Benefit payable 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 Committee
and all other parties with respect thereto.

      Section 10.9 Lost Payees. A Benefit shall be deemed forfeited if the
Committee is unable to locate a Participant to whom a Benefit is due. Such
Benefit shall be reinstated if application is made by the Participant for the
forfeited Benefit while this Plan is in operation.

      Section 10.10 Controlling Law. This Plan shall be construed and enforced
according to the laws of the Commonwealth of Pennsylvania to the extent not
preempted by federal law.


                                       17
<PAGE>

      Section 10.11 Successor Employer. The Company shall require any successor
or assignee, whether direct or indirect, by purchase, merger, consolidation or
otherwise, to all or substantially all the business or assets of the Company,
expressly and unconditionally to assume and agree to perform the Company's
obligations under this Plan, in the same manner and to the same extent that the
Company would be required to perform if no such succession or assignment had
taken place. In such event, the term "Company" shall mean the Company and any
successor or assignee to the business or assets which by reason hereof becomes
bound by the terms and provisions of this Plan.




                                       18