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                                                                 Exhibit 10.8





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                                  SUNOCO, INC.

                            EXECUTIVE RETIREMENT PLAN

                 (Amended and Restated as of September 6, 2001)













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                                    ARTICLE I

                                   Definitions

      1.01 95% Withdrawal - shall have the meaning set forth herein at Section
6.04(c).

      1.02 Actuarial Equivalent - shall mean, except as otherwise provided in
this Section, a benefit of equivalent value to the benefit which would otherwise
have been provided to the Participant, determined on the same basis as
determined under the Sunoco, Inc. Retirement Plan. Notwithstanding the preceding
sentence, for purposes of determining the Actuarial Equivalent lump-sum value
for payment for benefits under Section 3.07, the mortality table described in
Treasury Regulation Section 1.417(e)-1(d)(2) and the applicable interest rate
described in Treasury Regulation Section 1.417(e)-1(d)(3) as specified for the
second month preceding the calendar quarter in which the annuity starting date
occurs (or if a larger lump-sum value results, and if the annuity starting date
is during the period beginning January 1, 2000, and ending December 31, 2000,
the applicable interest rate described in Treasury Regulation Section
1.417(e)-1(d)(3) as specified for the second month preceding the calendar month
in which the annuity starting date occurs) shall be used. For purposes of
determining the lump-sum Actuarially Equivalent value of retirement income
pursuant to Section 3.02, 3.04 or 3.06, the value of early retirement and
survivor benefits under the Plan shall be reflected in such lump-sum amounts.

      1.03 Affiliated Company - shall mean the Company and:

            (a) Any other corporation which is included within a "controlled
      group of corporations" within which Sunoco, Inc., is also included as
      determined under Section 1563 of the 1954 Internal Revenue Code without
      regard to subsections (a)(4) and (e)(3)(C) of said Section 1563;

            (b) Any other trades or businesses (whether or not incorporated)
      which, based on principles similar to those defining a "controlled group
      of corporations" for purposes of (a) above, are under common control; and

            (c) Any other organization so designated by the Board Committee.

      1.04 Affiliated Company Benefit - shall mean the monthly amount of benefit
(or the Actuarial Equivalent of such benefit) to which a Participant and/or
Spouse is or was entitled under any qualified or nonqualified defined
contribution or defined benefit plan that is or was maintained by an Affiliated
Company as the primary source of employer-provided retirement income for
participants of such plan, including the Base Plan; provided, however, that in
the case of a defined contribution plan, the value of such benefit will be
determined based on the aggregate contributions made on behalf of the
Participant (whether or not subsequently withdrawn by the Participant),
accumulated at a rate or rates of interest as determined by the Plan
Administrator, which determination will be made in a uniform and consistent
manner.

      1.05 Base Plan - shall mean the Sunoco, Inc. Retirement Plan.

      1.06 Beneficiary - shall mean the person or persons, other than a
contingent annuitant, designated by a Participant or retired Participant
pursuant to Article IV.

      1.07 Board of Directors - shall mean the Board of Directors of Sunoco,
Inc.


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      1.08  Board Committee - shall mean those individual Directors who have
been appointed by the Board of Directors with the powers and responsibilities
specified in Article VIII and to which has been delegated any fiduciary
responsibilities of the Board of Directors with respect to the Plan.

      1.09  Business Combination - shall have the meaning set forth herein at
Section 1.10(c).

      1.10  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 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

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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.

      1.11  Change in Control Election - shall have the meaning set forth in
Section 6.04(b).

      1.12  Company - shall mean Sunoco, Inc. or any corporation which succeeds
to the position of Sunoco, Inc. as common parent of the Sunoco Affiliated Group,
within the meaning of regulations issued under the Internal Revenue Code.

      1.13  Credited Service - subject to the limitations hereinafter described,
shall mean the sum of the following:

            (a)   the actual amount, in completed years and months, of the
Participant's Service; and

            (b)   an additional one month for each full year of such Service
completed at the time the determination is being made; provided, however, that:

                  (1) the maximum number of months credited under this provision
will be thirty-six (36);

                  (2) when the Participant attains his 62nd birthday, the number
of months credited under this provision will automatically become thirty-six
(36), regardless of the length of the Participant's Service; and

                  (3) after the Participant's 62nd birthday, the number of
months credited under this provision will be reduced from month to month so that
at any time a determination is being made, the maximum number of months credited
under this provision will not exceed the number of months remaining until the
Participant's 65th birthday.

      Credited Service will not include any Service after a Participant's Normal
Retirement Date, nor will it include periods of employment with an Affiliated
Company before or after it becomes or ceases to be an Affiliated Company.

      1.14  Earnings - shall mean:

            (a)   For periods beginning after December 31, 1997, the sum of:

                  (1) base salary paid or payable to a Participant by the
Company or an Affiliated Company; and


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                  (2) the actual incentive awards granted to a Participant
pursuant to the Sunoco, Inc. Executive Incentive Plan (the "EIP") or the
equivalent thereof pursuant to an incentive plan sponsored by the Company or an
Affiliated Company; or

            (b)   For periods beginning prior to January 1, 1998, the sum of:

                  (1) base salary paid or payable to a Participant by the
Company or an Affiliated Company, and

                  (2) the actual incentive awards granted to a Participant
pursuant to the EIP, up to the Participant's unadjusted annual guideline
(target) bonus in effect for the Participant under such Plan, or the equivalent
thereof pursuant to an incentive plan sponsored by the Company or an Affiliated
Company.

      1.15  Effective Date - shall mean January 1, 1980, and as to any amendment
or restatement, the effective date specified by the Board of Directors.

      1.16  Employee - shall mean any individual who is employed by the Company
or an Affiliated Company.

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

      1.18  Executive - shall mean any Employee who is employed by the Company
as a principal officer, or in a job which, in accordance with the Company's job
evaluation program, has been assigned 1400 or more Hay points, and any other
Employee who is designated by the Board Committee as being an Executive for
purposes of this Plan.

      1.19  Executive Service - shall mean that part of a Participant's Service
which was rendered while he was an Executive.

      1.20  Final Average Earnings - shall mean the greater of:

            (a) the arithmetic average of the Participant's aggregate Earnings
during the thirty-six (36) calendar months of the last 120-consecutive calendar
month period of Service immediately preceding the earlier of actual retirement,
Termination Date or the Participant's 62nd birthday (or the actual number of
such months if less than thirty-six (36)) which produces the highest average; or

            (b) the Transition Final Average Earnings.

      1.21  Incumbent Board - shall have the meaning set forth herein at Section
1.10(b).

      1.22  Just Cause - shall mean, for any Participant who is a participant in
the Company's Special Executive Severance Plan, "Just Cause" as defined in such
plan, and for any other Participant:

            (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 1.33),
after a written demand for substantial performance is delivered to the
Participant by the Board of Directors or any employee of the Company with
supervisory authority over the Participant that specifically identifies the
manner in which the Board of Directors or such supervising employee believes
that the Participant has not substantially performed the Participant's duties,
or


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

      1.23  Nonaffiliated Employer Benefit - shall mean the monthly amount of
benefit, (or the Actuarial Equivalent of such benefit) to which a Participant
and/or Spouse is or was entitled as a result of prior employment with any
employer other than the Company or an Affiliated Company under any qualified or
nonqualified defined contribution or defined benefit retirement plan that is or
was maintained by such employer as the primary source of employer-provided
retirement income for participants of such plan; provided, however, that in the
case of a defined contribution plan, the value of such benefit will be
determined based on the aggregate contributions made on behalf of the
Participant (whether or not subsequently withdrawn by the Participant),
accumulated at a rate or rates of interest as determined by the Plan
Administrator, which determination will be made in a uniform and consistent
manner.

      1.24  Normal Retirement Date - shall mean the first day of the calendar
month coincident with or next following the Participant's 65th birthday.

      1.25  Outstanding Company Common Stock - shall have the meaning set forth
herein at Section 1.10(a).

      1.26  Outstanding Company Voting Securities - shall have the meaning set
forth herein at Section 1.10(a).

      1.27  Participant - shall mean any Employee who is a Participant in the
Sunoco, Inc. Retirement Plan, who has not waived his rights to participate in
this Plan, and who is either:

            (a) an Executive; or

            (b) designated as a Participant by the Board Committee.

            Except as provided in Sections 6.01, 6.02 or 6.04, if any
Participant ceases to be an Executive, he will thereupon cease to be a
Participant (unless otherwise designated by the Board Committee), and will
forfeit all rights to benefits under this Plan.

      1.28 Person - shall have the meaning set forth herein at Section 1.10(a).

      1.29 Plan - shall mean the Sunoco, Inc. Executive Retirement Plan as set
forth in this document and as it may from time to time be amended.

      1.30 Plan Administrator - shall mean the individual or entity designated
as such by the Board Committee pursuant to Article VIII.

      1.31 Plan Year - shall mean the annual period beginning on January 1 of
any year and ending on the following December 31.

      1.32 Preretirement Spouse's Death Benefit - shall mean the benefit payable
upon the Participant's death to the Spouse of a Participant pursuant to Section
5.01.


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      1.33  Qualifying Termination - shall mean, with respect to the employment
of any Participant who is a participant in the Company's Special Executive
Severance Plan, a "Qualifying Termination" as defined in such plan, and with
respect to the employment of any other Participant, 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 significantly 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 significant reduction in
      the duties and responsibilities held by the Participant immediately prior
      to the Change in Control, in each case except in connection with such
      Participant's termination of employment by the Company for Just Cause; or

            (2) a reduction by the Company in the Participant's combined annual
      base salary and guideline (target) bonus as in effect immediately prior to
      the Change in Control; or

            (3) 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.

      1.34 Service - shall mean the completed years and months of an Employee's
employment by the Company or an Affiliated Company, whether or not continuous.

      1.35 Social Security Benefit - shall mean the Primary Insurance Amount to
which a Participant becomes entitled at age sixty-five (65) under Social
Security legislation in effect on the earliest of his Normal Retirement Date,
early retirement date or Termination Date.


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      1.36 Spouse - shall mean the individual who is the legally married husband
or wife of a Participant.

      1.37 Statutory Benefit - shall mean the monthly amount of any benefit (or
the Actuarial Equivalent of such benefit) from any country other than the United
States to which a Participant, upon proper application, is or would be entitled.

      1.38 Termination Date - shall mean the date on which a Participant ceases
to be an Employee.

      1.39 Transition Earnings - shall mean:

            (a) For periods beginning on or after September 1, 1997, and ending
on or before December 31, 1998, the sum of:

                  (1) base salary paid or payable to a Participant by the
      Company or an Affiliated Company; and

                  (2) the Participant's unadjusted annual guideline (target)
      bonus in effect for the Participant under the EIP or successor plans pro
      rated over the applicable period (e.g., for computation of Earnings for a
      one-month period, the unadjusted annual guideline (target) bonus would be
      divided by twelve (12)); or

            (b) For periods ending prior to September 1, 1997, the sum of:

                  (1) base salary paid or payable to a Participant by the
      Company or an Affiliated Company (including an amount equal to the value
      on the date of grant of any restricted stock units ("RSUs") designated as
      base salary, and not as short-term or long-term incentives, under the
      Sunoco, Inc. Long-Term Incentive Plan or the Sunoco, Inc. Executive
      Long-Term Stock Investment Plan; provided, however, that such RSUs become
      vested and payable); and

                  (2) the dollars represented by:

                        (i) the Participant's unadjusted guideline incentive
            percentage in effect under the EIP during such period; multiplied by

                        (ii) the Participant's base salary paid or payable (as
            defined in subsection 1.33(b)(1) herein).

      1.40  Transition Final Average Earnings - shall mean the arithmetic
average of the Participant's aggregate Transition Earnings during the thirty-six
(36) calendar months of the 120-consecutive calendar month period of Service
ending on the earlier of December 31, 1998, actual retirement or Termination
Date (or the actual number of such months if less than thirty-six (36)) which
produces the highest average.


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                                   ARTICLE II

                                  Contributions

      2.01 Employer Contributions. All benefits payable under this Plan will be
paid by the Company. A Participant will have no right, title, or interest
whatsoever in or to any investments which the Company may make to aid in meeting
such obligations as may arise under the Plan. Nothing contained in the Plan, nor
any action taken pursuant to its provisions, will create or be construed to
create a trust or a fiduciary relationship between the Company and any
Participant or any other person. To the extent that any person acquires a right
to benefits under this Plan, such right will be no greater than the right of an
unsecured general creditor of the Company. All payments to be made under the
Plan will be paid from the general funds of the Company and no special or
separate fund will be established and no segregation of assets will be made to
assure payment of such amounts.

      2.02 Participant Contributions. No contributions by Participant will be
required or permitted under this Plan.

      2.03 Expenses of Administration. All expenses of administering this Plan
will be paid by the Company.


                                   ARTICLE III

                               Retirement Benefits

      3.01 Normal Retirement. Except as provided in Section 3.05, each
Participant will be retired on his Normal Retirement Date.

      3.02 Normal Retirement Income. Subject to the provisions of Sections 3.03
and 3.04, a Participant who retires on or after his Normal Retirement Date and
after the completion of five years of Executive Service will be entitled to a
monthly normal retirement income, payable in the normal form of payment pursuant
to Section 3.07, equal to the excess of (a) over (b), where:

            (a) equals the sum of:

            (1) 1-2/3% of his Final Average Earnings multiplied by his Credited
      Service up to a maximum of 30 years, plus

            (2) 3/4% of his Final Average Earnings multiplied by his Credited
      Service in excess of 30 years, and

            (b) equals the sum of:

            (1) 1-2/3% of his Social Security Benefit multiplied by his Service
      up to a maximum of 30 years,

            (2) 100% of his Affiliated Company Benefit, plus

            (3) 100% of his Statutory Benefit;


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      provided, however, that the requirement that the Participant have
      completed at least five years of Executive Service will be waived in the
      case of any Participant who is an Executive on January 1, 1980 and who has
      then attained his 55th birthday.

      3.03  Maximum Normal Retirement Income.

            (a) The monthly normal retirement income which a Participant would
otherwise be entitled to receive under Section 3.02 will not exceed fifty
percent (50%) of his Final Average Earnings less 100% of his Affiliated Company
and Statutory Benefits.

            (b) Section 3.03(a) shall not apply to limit that part of the
benefit attributable to incentive compensation under subsection 1.20(b) to the
extent that the Participant made an election to defer incentive compensation
pursuant to the Sunoco, Inc. Deferred Compensation Plan.

      3.04 Minimum Normal Retirement Income. Notwithstanding the foregoing, the
monthly normal retirement income which a Participant would otherwise be entitled
to receive under Section 3.02 will not be less than the excess of (a) over (b),
where

            (a) equals 3-1/3% of his Final Average Earnings multiplied by the
number of complete years of his Service up to a maximum of twelve (12) such
years, and

            (b) equals the sum of:

                  (1) 100% of his Affiliated Company Benefit,

                  (2) 100% of his Nonaffiliated Employer Benefit, plus

                  (3) 100% of his Statutory Benefit.

      3.05  Early Retirement Date. A Participant will be eligible to retire on
an early retirement date which will be the first day of any calendar month
coincident with or next following his 55th birthday if he has then completed at
least five (5) years of Executive Service.

      3.06  Early Retirement Income. The monthly early retirement income payable
to the Participant commencing on his early retirement date will be equal to the
monthly normal retirement income that would otherwise be applicable under
Sections 3.02, 3.03 and 3.04, adjusted as follows:

            (a) The Social Security Benefit referred to in Section 3.02 will be
determined by projecting the Participant's Service to his Normal Retirement Date
and assuming constant Earnings, at his last rate in effect, to Normal Retirement
Date, and will then be multiplied by a fraction, the numerator of which will be
his Service to the date of actual retirement and the denominator of which will
be his projected Service to Normal Retirement Date.

            (b) The amount calculated in Sections 3.02(a), 3.03 and 3.04 will be
reduced by 5/12% for each full month by which actual retirement precedes the
Normal Retirement Date by more than five (5) years, and the offset for Social
Security Benefits calculated in Section 3.02(b) will be reduced by 7/12% for
each full month that actual retirement precedes the Normal Retirement Date
during the five-year period immediately preceding the Normal Retirement Date,
and 7/24% for each full month that actual retirement precedes the Normal
Retirement Date by more than five (5) years.


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      3.07 Normal Form of Benefit. Except as provided in Article IV, retirement
benefits under this Plan will be in the form of a lump sum payment of the
Actuarial Equivalent of the retirement income determined under Sections 3.02,
3.03, 3.04 and 3.06, whichever is applicable.

      3.08 Time of Payment. The payment of a Participant's retirement benefits
shall be made or commence no later than the last day of the calendar month in
which the Participant retires.

      3.09 Increase in Monthly Benefits. Effective July 1, 1998, the monthly
benefits of

            (a) retirees who retired prior to January 1, 1981, as a result of
normal retirement under Section 3.01 or early retirement under Section 3.05,

            (b) surviving Spouses, contingent annuitants or Beneficiaries of the
retirees described in subsection 3.09(a) who are receiving benefits on July 1,
1998, or

            (c) surviving Spouses who began receiving surviving Spouse's
benefits under Section 5.04 or Section 5.05 prior to January 1, 1990,

shall be increased by the amount determined in the following sentence, subject,
however, to the limitation that the combined increases under the Base Plan and
the Plan effective July 1, 1998, shall not exceed $85.00.

      The monthly benefit increase shall be the excess of the sum of twenty
percent (20%) of the combined monthly benefit under the Base Plan and the Plan
up to $250.00, ten percent (10%) of the combined monthly benefit under the Base
Plan and the Plan in excess of $250.00 up to $500.00, three percent (3%) of the
combined monthly benefit under the Base Plan and the Plan in excess of $500.00
up to $750.00, and one percent (1%) of the combined monthly benefit under the
Base Plan and the Plan in excess of $750.00 up to $1,000, over the monthly
benefit increase effective July 1, 1998 under the Base Plan. Benefits payable on
account of disability shall not be increased. Fifty percent (50%) of these
retiree benefit increases shall be continued to the surviving Spouse; provided,
however, that any such increases in retirement income shall not be subject to
adjustments in effect at the time of the election or retirement reflecting the
cost of benefit increases under this Section.

                                   ARTICLE IV

                       Optional Forms of Retirement Income

      4.01 Election of an Optional Form of Payment. Not later than thirty (30)
days prior to a Participant's retirement date, a Participant may elect, in lieu
of the normal form of retirement benefits, an optional form of retirement
income. A Participant may not change or revoke an elected option unless such
change is made thirty (30) days prior to the Participant's retirement date. Each
election, designation and revocation of an option will be made in writing and in
conformity with such rules as may be prescribed by the Plan Administrator.
Notwithstanding the foregoing, a Spouse may not elect an optional form of
receiving any benefit payable under Article V.

      4.02 Monthly Annuity Option. A Participant may elect to receive an annuity
which is equal to the monthly normal retirement income determined under Sections
3.02, 3.03, 3.04 and 3.06, whichever is applicable.


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      4.03  Contingent Annuity Option. A Participant may elect to receive a
reduced retirement income, the amount of which will be determined by application
of appropriate Actuarially Equivalent factors adopted by the Plan Administrator
for the age and sex of the Participant and the contingent annuitant. The
contingent annuity option provides:

            (a) payments to the Participant for life; and

            (b) continuation of such payments, or any part of them designated by
the Participant, to the contingent annuitant, if surviving, for life.

      4.04  Ten-Year Certain Option. A Participant may elect to receive a
retirement income of Actuarially Equivalent value payable for life, provided
that such income will be paid to such Participant or to the Beneficiary of such
Participant for ten (10) years after the Participant's retirement regardless of
whether the Participant or Beneficiary survives such period. At the discretion
of the Plan Administrator, any benefit payable hereunder to a Beneficiary may be
commuted and paid in one sum.

      4.05  Other Forms of Pension. A Participant may elect to receive a benefit
payable over a period not less than the remaining lifetime of such Participant
and, if the Participant so further elects, thereafter to the designated
Beneficiary for as long as such designated Beneficiary survives the Participant
in such other form having an Actuarially Equivalent value as may be approved by,
and be subject to such conditions as may be prescribed by, the Plan
Administrator.

      4.06  Rules Applicable to Contingent Annuity Option.

            (a) If the Participant should die before the effective date of the
contingent annuity option, no benefit will be payable to the contingent
annuitant.

            (b) If the contingent annuitant should die before the effective date
of the contingent annuity option, the option will automatically be cancelled and
the normal monthly retirement income will be payable to the Participant as if
the option had not been elected.

            (c) If the contingent annuitant should die before the Participant
but after the effective date of the contingent annuity option, benefits will be
payable or continue to be paid to the Participant on the reduced basis;
provided, however, that if the contingent annuitant should die during the first
four years following commencement of the retirement income payments to the
Participant, the amount of the reduced retirement income payable to the
surviving retired Participant will be increased by restoring a percentage of the
reduction amount as follows:

      Death of Contingent           Percentage of
      Annuitant During              Discount Restored

      First Year                    80%

      Second Year                   60%

      Third Year                    40%

      Fourth Year                   20%

      Fifth and Subsequent Years     0%


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            (d) If the retirement date is earlier than the effective date of the
contingent annuity option, retirement benefits commencing at the actual
retirement date will be made on the normal form of retirement income. If the
Participant and the contingent annuitant are living on such effective date, the
retirement benefit will be adjusted to provide retirement income on and after
such date in the optional form.

      4.07  Acceleration of Annuity Options. Notwithstanding the foregoing, if
the Internal Revenue Service makes a determination that the Participant must
include any amounts from the Plan in the taxable income of such Participant in a
taxable year prior to the year in which the Participant actually receives those
amounts, the Participant shall receive the Actuarial Equivalent of the remainder
of the benefit determined under Sections 3.02, 3.03, 3.04 and 3.06, whichever is
applicable. Such distribution shall be made no later than the last day of the
calendar year in which the Participant informs the Plan Administrator that the
Internal Revenue Service has made such a determination.

                                    ARTICLE V

                                 Death Benefits

      5.01  Preretirement Spouse's Death Benefit. In the event of the death of a
Participant during active employment and after having become eligible to elect
an early retirement date, the Participant's Spouse will be entitled to a death
benefit payable in the normal form of payment pursuant to Section 5.02 in the
amount hereinafter set forth. The amount of such monthly income will be fifty
percent (50%) of the monthly early retirement income that would have been
payable to the Participant under Section 3.06 had he retired on the date of his
death; provided, however, that:

            (a) the reduction specified in Section 3.02(b)(2) with respect to
the Participant's Affiliated Company Benefit will not be applicable;

            (b) the early retirement reduction percentage described in
subsection 3.06(b) will be applied only to the offset for Social Security
Benefits;

            (c) the monthly income payments to the Spouse will be reduced by
1/2% for each year that the Spouse is more than ten (10) years younger than the
Participant; and

            (d) the amount payable to the Spouse will be reduced by any amount
of Affiliated Company Benefits that are attributable to Affiliated Company
contributions and that are payable to such Spouse.

      5.02  Normal Form of Preretirement Spouse's Death Benefit. Except as
otherwise elected pursuant to Section 5.03, the Preretirement Spouse's Death
Benefit will be in the form of a lump sum payment of the Actuarial Equivalent of
the Preretirement Spouse's Death Benefit determined under Section 5.01 payable
no later than the last day of the calendar month following the month in which
the Participant died.

      5.03  Election of Optional Form of Preretirement Spouse's Death Benefit. A
Participant who is eligible to elect an early retirement date may elect to have
the Preretirement Spouse's Death Benefit paid in an annuity pursuant to this
Section. If this form of payment is elected by the Participant, the
Participant's Spouse shall receive a Preretirement Spouse's Death Benefit in the
form of monthly payments commencing no later than the last day of the calendar
month following the month in which


                                       12
<PAGE>

the Participant died, payable over the lifetime of the Spouse. A Participant may
change or revoke an election of this option at any time prior to his actual
retirement. Each election, designation and revocation of an option will be made
in writing and in conformity with such rules as may be prescribed by the Plan
Administrator.

      5.04 Postretirement Spouse's Death Benefit. In the event a Participant who
has elected to receive a retirement benefit in one of the optional forms
outlined in Article IV, dies after retiring or after attaining Normal Retirement
Date, the Spouse at the time of commencement of the distribution of such
retirement benefit will receive a monthly retirement income payable for the
lifetime of such Spouse in an amount equal to fifty percent (50%) of the
retirement income being paid or payable to the Participant (before giving effect
to any reduction in income required by the election of an optional form of
payment under Article IV); provided, however, that:

            (a) the reduction specified in Section 3.02(b)(2) with respect to
the Participant's Affiliated Company Benefit will not be applicable;

            (b) the monthly income payable to the Spouse will be reduced by 1/2%
for each year that the Spouse is more than ten years younger than the
Participant; and

            (c) the amount payable to the Spouse will be reduced by any amount
of Affiliated Company Benefits that are attributable to Affiliated Company
contributions and that are payable to such Spouse.

      The Spouse's death benefit payable under this Section 5.04 will be in
addition to any benefits otherwise payable under Article IV.

                                   ARTICLE VI

         Termination of Employment or Status as Executive; Re-employment

      6.01  Termination of Employment.

            (a) Voluntary Termination. A Participant whose employment is
terminated for any reason other than death or retirement, including early
retirement, will not be entitled to benefits under this Plan, except as provided
in subsection 6.01(b) and Section 6.04 hereof.

            (b) Involuntary Termination. Notwithstanding any other provision of
the Plan (and except as discussed herein), a Participant whose employment is
involuntarily terminated prior to his Early Retirement Date, other than for Just
Cause, and who executes a release and discharge of the Company from any and all
claims, demands or causes of action other than as to amounts or benefits due to
the Participant under any plan, program or contract provided by, or entered into
with, the Company will be entitled to benefits in accordance with this
subsection 6.01(b). Such release and discharge shall be in such form as
prescribed by the Committee and shall be executed prior to the payment of any
benefits due hereunder. In addition, no benefits due hereunder shall be paid to
a Participant who is required by Company guidelines to execute an agreement
governing the assignment of patents or the disclosure of confidential
information unless an executed copy of such agreement is on file with the
Company. The benefits under this Section 6.01(b) shall consist of a
nonforfeitable percentage (not to exceed 100%) in the benefits calculated under
Section 3.06 (including the minimum benefit defined under Section 3.04) equal to
1-2/3% times the number of completed months of Executive Service. Such benefits
shall commence coincident with or next following the first day of the calendar
month in which the Participant attains age fifty-five (55), or if


                                       13
<PAGE>

the Participant elects, the benefit will be paid no later than thirty (30) days
after the Termination Date, in a lump sum payment of the Actuarial Equivalent of
the age fifty-five (55) retirement income determined under Section 3.06, with an
additional reduction of such benefit by discounting it to the date of payment
using the interest rate used in Section 1.02. Any Participant who also is
eligible to receive benefits under Section 6.04 shall not receive benefits
hereunder but shall instead receive the benefits under Section 6.04. If the
Participant has not elected to receive a lump sum payment under this Section
6.01(b), and dies prior to commencement of the payment of the benefit under this
Section 6.01(b), then the Participant's Spouse will be entitled to a
preretirement death benefit in accordance with Sections 5.01, 5.02 and 5.03.

      6.02  Termination of Executive Status. If a Participant remains employed
by the Company or an Affiliated Company but ceases to be an Executive, he will
forfeit the right to all benefits under this Plan unless otherwise designated to
remain as a Participant by the Board Committee or unless he had attained his
55th birthday and completed at least five (5) years of Executive Service at the
time he ceased to be an Executive; provided, however, that the requirement that
the Participant have completed at least five years of Executive Service will be
waived in the case of any Participant who is an Executive on January 1, 1980 and
who has then attained his 55th birthday. If any such participant is designated
at the Board Committee as being eligible to remain a Participant even though no
longer an Executive, the Participant will continue as such for all purposes of
this Plan. If the Participant is not so designated by the Board Committee but
has attained his 55th birthday and, except for a Participant who was an
Executive on January 1, 1980 and who had then attained his 55th birthday, has
completed at least five years of Executive Service, he will remain a
Participant, but will be entitled to benefits based only upon his Service,
Credited Service and Final Average Earnings as of the date he ceased to be an
Executive.

      6.03  Reemployment. If a retired Participant is reemployed by the Company
or an Affiliated Company, his benefits will thereupon cease, and upon again
becoming such an Employee he will have his prior period of Service, Credited
Service and Executive Service restored to him. If he had made an election of an
optional form of payment, such election will continue on file with the Plan
Administrator, but no payment will be due under such option in the event of his
death before he again retires. Upon subsequent retirement his retirement income
will be based on his Service and Credited Service which was restored under this
Section 6.03 plus any Service and Credited Service rendered while employed as an
Executive after the time of his reemployment.


                                       14
<PAGE>

      6.04  Change in Control.

            (a) Notwithstanding any other provisions in the Plan (including any
minimum age and/or length of service requirements for vesting of benefits), a
Participant shall become fully and irrevocably vested upon the earliest of:

                  (1) the Participant's Qualifying Termination;

                  (2) a termination of the Participant's employment by the
            Company after a Change in Control by reason of death or disability;

                  (3) the termination of this Plan after a Change in Control; or

                  (4) any amendment of this Plan after a Change in Control in a
            manner that purports to reduce any benefit due under this Plan.

   As a result of such vesting, each such Participant shall become entitled to
   benefits calculated as follows:

                        (i) Except for purposes of Section 1.13(b), Service and
            Credited Service shall be increased by 36 months, with the number of
            months credited under this Section 6.04(a)(i) reduced by one month
            for each completed month of Service of the Participant after the
            date of the Change in Control, but not below zero.

                        (ii) If at the Termination Date, the Participant has
            attained his Normal Retirement Date, he shall be entitled to a
            benefit calculated in accordance with Section 3.02.

                        (iii) If at the Termination Date, the Participant has
            not attained his Normal Retirement Date, or has not attained his
            Early Retirement Date, he shall be entitled to benefits calculated
            under Section 3.06 (including the minimum benefit defined under
            Section 3.04).

                        (iv)  Final Average Earnings shall be determined using
            the greater of:

                              (A) the amount determined under Section 1.20
                  without reference to this Section 6.04(a)(iv);

                              (B) Earnings for the first full calendar month
                  preceding the Termination Date; or

                              (C) Earnings for the first full calendar month
                  preceding the date of a Change in Control.

                        (v) In the case of a Participant who has not attained
            his Early Retirement Date at the Termination Date, such benefits
            shall commence coincident with, or next following the first day of,
            the calendar month in which the Participant attains age fifty-five
            (55), or if the Participant elects, the benefit will be paid no
            later than thirty (30) days after the Termination Date, in a lump
            sum payment of the Actuarial Equivalent of the age fifty-five (55)
            retirement income determined under Section 3.06 with


                                       15
<PAGE>

            additional reduction of such benefit by discounting it to the date
            of payment using the interest rate used in Section 1.02.

            In addition, a Participant who terminates his employment for any
reason after a Change in Control and who is not described in the first sentence
of Section 6.04(a), shall become entitled to the benefits set forth at Section
6.04(a)(4)(ii), (iii), (iv) and (v), to the extent the Participant meets the age
requirements set forth in each such subsection.

            (b) Notwithstanding any other provisions in this Plan, at any time,
a Participant or Beneficiary may make a "Change in Control Election." If a
Participant or Beneficiary makes a Change in Control Election that remains in
force in accordance with the rules described below, the Participant or
Beneficiary will be entitled to receive, in a single lump sum payment upon the
occurrence of a Change in Control, the Actuarial Equivalent of the remaining
payments of retirement income to which he or she is entitled under the Plan as
of the Change in Control. In order for a Change in Control Election to be
effective, however, the Participant or Beneficiary must be receiving Plan
benefits pursuant to Article IV at the time that a Change in Control occurs. In
addition, any Change in Control Election or revocation of an existing Change in
Control Election shall be null and void if a Change in Control occurs within 12
months after it is made, and the Participant's or Beneficiary's most recent
preceding Change in Control Election, if timely made and not revoked at least 12
months before the Change in Control, shall remain in force. Each such election
or revocation shall be made in writing and in conformity with such rules as may
be prescribed by the Plan Administrator.

            (c) In addition, from the date of a Change in Control and for twelve
(12) months thereafter, each Participant or Beneficiary who is receiving
retirement benefits pursuant to Article IV and who does not have a Change in
Control Election in force, shall have the right to withdraw, in a single
lump-sum cash payment, an amount equal to ninety-five percent (95%) of the
Actuarial Equivalent of the remaining payments of retirement income to which the
Participant is then entitled under this Plan (a "95% Withdrawal"); provided,
however, that if this option is exercised, such Participant or Beneficiary will
forfeit to the Company the remaining five percent (5%) of the Actuarial
Equivalent of such payments. Payments pursuant to a 95% Withdrawal shall be made
as soon as practicable, but no later than thirty (30) days after the Participant
or Beneficiary notifies the Plan Administrator in writing that he is exercising
his right to elect a 95% Withdrawal.

            (d) The Company shall pay all reasonable legal fees and related
expenses incurred by a Participant in seeking to obtain or enforce any payment,
benefit or other right such Participant may be entitled to under the Plan after
a Change in Control; provided, however, that the Participant shall be required
to repay any such amounts to the Company to the extent a court of competent
jurisdiction issues a final and non-appealable order setting forth the
determination that the position taken by the Participant was frivolous or
advanced in bad faith.

                                   ARTICLE VII

                               Disability Benefits

      7.01 Participants Receiving Disability Benefits. A Participant receiving
disability benefits under the Sun Executive Disability Income Program will
remain a Participant. Such a Participant will be entitled to a monthly normal
retirement income, to commence at his Normal Retirement Date,


                                       16
<PAGE>

computed in accordance with Sections 3.02, 3.03 or 3.04 as applicable, assuming
constant Earnings and annual guideline (target) bonus to Normal Retirement Date,
Social Security benefits as calculated under the Social Security Act in effect
on the Participant's date of disability, and including as Service, Credited
Service and Executive Service, the period during which he qualifies for and
receives disability benefits under the Sun Executive Disability Income Program.
Such determination will be made as of Normal Retirement Date. The normal form
for the payment of retirement income to the Participant will be as set forth in
Section 3.07.

      7.02 Status During Disability. A Participant receiving Sun Executive
Disability Income Program benefits prior to his Normal Retirement Date will be
entitled to benefits under Section 5.01 and, if applicable, Section 5.02. After
his Normal Retirement Date, he will be deemed to have retired. Such a
Participant, if otherwise eligible, may also elect to retire early under the
provisions of Section 3.05.

                                  ARTICLE VIII

                           Administration of the Plan

      8.01 Allocation and Delegation of Fiduciary Responsibilities. Fiduciary
responsibilities with respect to the Plan are to be allocated as set forth in
this Article VIII. A fiduciary will have only those specific powers, duties,
responsibilities and obligations as are specifically given him under this Plan.
It is intended that each fiduciary be responsible for the proper exercise of his
own powers, duties, responsibilities and obligations under this Plan, and
generally will not be responsible for any act or failure to act of another
fiduciary. A fiduciary may delegate to any person or entity, who may or may not
be a fiduciary, any of its powers or duties under the Plan.

      8.02 Powers and Responsibilities of the Board of Directors. The Board of
Directors has the following powers and responsibilities:

            (a) To authorize amendments to the Plan;

            (b) To terminate the Plan; and

            (c) To appoint and remove members of the Board Committee, as set
forth in Section 8.03, below.


                                       17
<PAGE>

      8.03 Board Committee.

            (a) The Board Committee will consist of at least three Directors who
will be appointed by and serve at the pleasure of the Board of Directors. The
Board of Directors will also appoint one member of the Board Committee to act as
Chairman of such Committee. Vacancies will be filled in the same manner as
appointments. Any member of the Board Committee may resign by delivering a
written resignation to the Board of Directors, to become effective upon delivery
or at any other date specified therein.

            (b) The members of the Board Committee will appoint a Secretary who
may, but need not be, a member of the Board Committee. The Board Committee may,
in writing, delegate some or all of its powers and responsibilities as specified
in subsection 8.03(d) to any other person or entity, who may or may not be a
fiduciary.

            (c) The Board Committee will hold meetings upon such notice, at such
time or times, and at such place or places as it may determine. The majority of
the members of the Board Committee at the time in office will constitute a
quorum for the transaction of business at all meetings and a majority vote of
those present at any meeting will be required for action. The Board Committee
will also act by written consent of a majority of its members.

            (d) The Board Committee will have the following powers and
responsibilities:

                  (1) To prepare periodic administration reports to the Board of
            Directors which will show, in reasonable detail, the administrative
            operations of the Plan;

                  (2) To appoint and remove the Plan Administrator; and

                  (3) To appoint and remove other fiduciaries.

      8.04  Plan Administrator.

            (a) The Plan Administrator will be appointed by and serve at the
pleasure of the Board Committee. The Plan Administrator may resign by delivering
a written resignation to the Board Committee, to be effective on delivery or at
any other date specified therein. Upon the resignation or removal of the Plan
Administrator, a successor Plan Administrator will be appointed by the Board
Committee.

            (b) The Plan Administrator may, in writing, delegate some or all of
his powers and responsibilities as set forth in subsection 8.04(c) to any other
person or entity, who may or may not be a fiduciary.

            (c) The Plan Administrator will adopt such rules for administration
of the Plan as he considers desirable, provided they do not conflict with the
Plan. Records of administration of the Plan will be kept, and Participants and
their Spouses, Beneficiaries and contingent annuitants may examine records
pertaining directly to themselves. The Plan Administrator will have the
following powers and responsibilities:

                  (1) To select and terminate an actuary for the Plan.

                  (2) To establish and maintain claims review procedures.


                                       18
<PAGE>

                  (3) To construe the Plan, correct defects, supply omissions
            and reconcile inconsistencies to the extent necessary to administer
            the Plan, with any instructions or interpretation of the Plan made
            in good faith by the Plan Administrator to be final and conclusive
            for all purposes.

                  (4) To comply with any requirements of the Employee Retirement
            Income Security Act of 1974 with respect to filing reports with
            governmental agencies.

                  (5) To provide Employees with any and all information required
            by the Employee Retirement Income Security Act of 1974.

                  (6) To approve any actuarial assumptions.

                  (7) To coordinate any necessary audit process with respect to
            reports on administration data.

                  (8) To conduct routine Plan administration.

      8.05 Employment of Agents. The fiduciaries may retain such counsel,
actuarial, medical, accounting, clerical and other services as they may require
to carry out the provisions and purposes of the Plan.

      8.06 Reliance on Reports and Certificates. Fiduciaries under the Plan and
the officers and managers and Employees of the Company and any Affiliated
Company will be entitled to rely upon all tables, valuations, certificates and
reports furnished by any duly appointed actuary, insurance company, or by any
duly appointed accountant, and upon all opinions given by any duly appointed
legal counsel.

      8.07 Compensation. Fiduciaries under the Plan will not receive any
compensation for their services as such.

      8.08 Fiduciary's Own Participation. A fiduciary may not act, vote or
otherwise influence a decision specifically relating to his own participation
under the Plan.

      8.09 Liability for Administration of the Plan. In the administration of
the Plan, neither a fiduciary, not any officers, directors or employees of the
Company or any Affiliated Company or their agents will be liable jointly or
severally for any loss due to his or its error or acts of omission or
commission, except for his or its own individual misconduct. The Company will
indemnify each fiduciary, officer, director or employee of the Company and any
Affiliated Company from any and all expenses arising out of his or its
responsibilities under the Plan, excepting such expenses and liabilities arising
out of his or its own individual willful misconduct.

                                   ARTICLE IX

                               General Provisions

      9.01 Right to Amend or Terminate. The Company expects and intends to
continue the Plan indefinitely, but necessarily reserves the right, by action of
the Board of Directors, to amend, alter, suspend or terminate the Plan in whole
or in part, and at any time; provided, however, that, without the written
consent of the Participant, no such amendment or termination shall adversely
affect the rights of such Participants, or the beneficiaries of such
Participant, with respect to benefits accrued


                                       19
<PAGE>

by that Participant under the Plan prior to the date on which final action is
taken with respect to such amendment or termination, and provided, further, that
the provisions of the Plan relating to a Change in Control, including, without
limitation, Sections 1.10, 1.33 and 6.04, may not be amended in a manner adverse
to Participants after a Change in Control or before, but in connection with, a
Change in Control.

      9.02 Alienation of Benefits. No benefits payable under the Plan will be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance or charge, and any action by way of anticipating,
alienating, selling, transferring, assigning, pledging, encumbering or charging
the same will be void and of no effect nor will any such benefit be in any
manner liable for or subject to the debts, contracts, liabilities, engagements
or torts of the person entitled to such benefit.

      9.03 Payment to Minors and Incompetents. If a Participant, Spouse,
contingent annuitant or Beneficiary entitled to receive any benefits hereunder
is a minor, or is deemed by the Plan Administrator or is adjudged to be legally
incapable of giving a valid receipt and discharge for such benefits, they will
be paid to the duly appointed guardian or committee of such minor or
incompetent, or they may be paid to such person or persons who the Plan
Administrator believes is or are caring for or supporting such minors or
incompetents. Any such payments, to the extent thereof, will be a complete
discharge for the payment of such benefit.

      9.04 Unclaimed Benefit. If any benefit under the Plan had been payable to
and unclaimed by any person for a period of four years since the whereabouts or
existence of such person was last known to the Plan Administrator, the Plan
Administrator may direct that all rights of such person to payments accrued and
to future payments be terminated absolutely, provided that if such person
subsequently appears and identifies himself to the satisfaction of the Plan
Administrator, then the liability will be reinstated.

      9.05 Plan Voluntary. The Plan is purely voluntary on the part of the
Company. Neither the establishment of the Plan, nor any amendment thereto, nor
the creation of any fund or account, nor the payment of any benefit will be
construed as conferring upon any Employee or Participant the right to be
retained in the employ of the Company or any Affiliated Company, and all
Employees and Participants will remain subject to discharge, discipline or
termination to the same extent as if the Plan had never been established.

      9.06 Gender. Whenever used herein, the masculine pronoun will include the
feminine and the singular the plural, unless a different meaning is plainly
required by the context.

      9.07 Construction. The Plan will be construed, enforced and administered
according to the laws of the Commonwealth of Pennsylvania. In the event any
provision of the Plan is held illegal or invalid for any reason, it will not
affect the remaining provisions of the Plan, but the Plan will be construed and
enforced as if such illegal and invalid provision had not been included therein.


                                       20