Deferred Compensation Plan

by Sunoco
December 21st, 2001


                                                                Exhibit 10.5








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                                  SUNOCO, INC.
                           DEFERRED COMPENSATION PLAN
                 (Amended and Restated as of September 6, 2001)











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                                    ARTICLE I

                                   Definitions

      1.1 95% Withdrawal - shall have the meaning set forth herein at Section
5.1.

      1.2 Business Combination - shall have the meaning set forth herein at
Section 1.4(c).

      1.3 Cash Unit - shall mean the entry in a Deferred Bonus Account of a
credit equal to One Dollar ($1.00).

      1.4 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


                                       1


corporation that, as a result of such transaction, owns the Company or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership
immediately prior to such Business Combination of the Outstanding Company Common
Stock and the Outstanding Company Voting Securities, as the case may be, (2) no
Person (excluding any corporation resulting from such Business Combination or
any employee benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then-outstanding shares of common
stock of the corporation resulting from such Business Combination or the
combined voting power of the then-outstanding voting securities of such
corporation, except to the extent that such ownership existed prior to the
Business Combination, and (3) at least a majority of the members of the board of
directors of the corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of the initial
agreement or of the action of the Board of Directors providing for such Business
Combination; or

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

      1.5 Change in Control Election - shall have the meaning set forth herein
at Section 5.1.

      1.6 Committee - shall mean the Compensation Committee of the Board of
Directors of Sunoco, Inc.

      1.7 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.

      1.8 Deferred Bonus Account - shall mean, with respect to any Participant,
the total amount of the Company's liability for payment of deferred compensation
to the Participant under this Plan, including any accumulated Interest
Equivalents and/or Dividend Equivalents.

      1.9 Dividend Equivalent - shall mean the entry in a Participant's Deferred
Bonus Account of a dividend credit with respect to a Share Unit, each Dividend
Equivalent being equal to the dividend paid from time to time on a Share.

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

      1.11 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 employees subject to Section 16 of the Exchange Act.

      1.12 Incentive Plan - shall mean the Sunoco, Inc. Executive Incentive
Plan. The Incentive Plan provides that the Board of Directors may pay bonuses
annually, as additional compensation to such employees as the Board determines
have principally contributed to the profitability of the Company.


                                       2


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

      1.14 Interest Equivalent - shall mean the entry in a Participant's
Deferred Bonus Account of an interest credit with respect to a Cash Unit,
compounded on the basis of the balance in the Participant's Deferred Bonus
Account, applying the interest factor approved by the Committee each year for
such purpose.

      1.15 Non-Cash Bonus - shall have the meaning set forth herein at Section
4.1.

      1.16 Outstanding Company Common Stock - shall have the meaning set forth
herein at Section 1.4(a).

      1.17 Outstanding Company Voting Securities - shall have the meaning set
forth herein at Section 1.4(a).

      1.18 Participant - shall mean any Executive Resource Employee who meets
the eligibility requirements of the Incentive Plan and who is participating in
this Plan.

      1.19 Permanent and Total Disability - shall mean, with respect to any
Participant, that such Participant is eligible to receive benefits under the
applicable long-term disability plan of such Participant's employer.

      1.20 Person - shall have the meaning set forth herein at Section 1.4(a).

      1.21 Plan - shall mean the Deferred Compensation Plan set forth herein and
as it may be amended from time to time.

      1.22 Retirement - shall mean the date on which a Participant is retired in
accordance with the applicable retirement plan, program, or policy of such
Participant's employer.

      1.23 Share - shall mean a share of the Company's authorized voting Common
Stock ($1.00 par value per share) and any share or shares of stock of the
Company hereafter issued or issuable in substitution or exchange for each such
share, except for the Company's Series A Preference Stock.

      1.24 Share Unit - shall mean the entry in a Participant's Deferred Bonus
Account of a credit equal to one Share.

      1.25 Subsidiaries - shall mean corporations in which the Company, directly
or indirectly owns fifty percent (50%) or more of the outstanding voting stock.

                                   ARTICLE II

                         Background and Purpose of Plan

      2.1 Purpose. The Company has established this Deferred Compensation Plan
to provide Executive Resource Employees who are participants in the Incentive
Plan with the option to


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irrevocably defer the receipt of all or a portion of the bonus to which such
participants would otherwise be entitled, subject to the terms and conditions
hereinafter set forth.

      2.2 Creation of Deferred Bonus Account. Each of the following shall be
credited to a Deferred Bonus Account established by the Company for each
Participant:

      (a) any bonus amounts voluntarily deferred by the Participant pursuant to
Article III (Deferral of Bonuses by Participant) hereof; and/or

      (b) any Non-Cash Bonus amounts deferred in the discretion of the Committee
pursuant to Article IV (Deferral of Bonuses by Committee) hereof.

      Any bonus amounts voluntarily deferred by the Participant will be credited
to a Participant's Deferred Bonus Account in the form of Cash Units or Share
Units, in the discretion of the Participant, as set forth in the Plan. The
deferral of any Non-Cash Bonus amounts caused by action of the Committee will be
credited to a Participant's Deferred Bonus Account in the form of Cash Units or
Share Units as the Committee, in its sole discretion, may decide in accordance
with the Plan.

                                   ARTICLE III

                       Deferral of Bonuses by Participant

      3.1 Participant's Election to Defer. A Participant voluntarily may elect
to defer, in the form of Cash Units or Share Units, all or a portion of his or
her bonus to be awarded under the Incentive Plan by filing a written election
with the Committee on forms prescribed by the Committee. Such election must
include the following:

      (a) percentage of bonus to be deferred;

      (b) the form of deferral, being either Cash Units, Share Units or a
combination of the two and the percentage allocations of such;

      (c) a designation of beneficiary as set forth in Article VI (Designation
of Beneficiaries); and

      (d) an irrevocable election of a method of payment as set forth in Section
3.10 hereof.

      Any such voluntary election by the Participant shall apply only to bonuses
for the year specified in the election.

      3.2 Amount of Deferral The amount of bonus to be deferred in any year
shall be designated by the Participant as a percentage of such Participant's
bonus in multiples of five percent (5%) but shall not be less than ten percent
(10%).

      3.3 Time of Election. A separate election to defer must be filed for each
year and must be received by the Company no later than forty-five (45) days
before the end of the year in which the bonus is earned. Any election by a
Participant with respect to a bonus in a given year will not


                                       4


preclude a different action with respect to bonuses in subsequent years,
consistent with the provisions of this Article III with respect to the giving of
notice of deferral election.

      3.4 Crediting Share Units. Share Units shall be credited to a
Participant's Deferred Bonus Account at the time the bonus otherwise would have
been paid had no election to defer been made. The number of Share Units to be
credited to the Deferred Bonus Account shall be determined by dividing the
portion of bonus to be deferred by the average closing price for Shares as
published in the consolidated trading tables of the Wall Street Journal (under
the caption "New York Stock Exchange Composite Transactions") or any other
publication selected by the Committee for the ten (10) day period prior to the
day on which the bonus otherwise would have been paid. Any fractional Share
Units shall also be credited to a Participant's Deferred Bonus Account. Share
Units shall not entitle any person to the rights of a shareholder.

      3.5 Crediting Dividend Equivalents. For Share Units, the Company shall
credit the Participant's Deferred Bonus Account with Dividend Equivalents being
equal to the dividends declared on the Company's Shares. The crediting shall
occur as of the date on which said dividends are paid. The number of Share Units
to be credited to the Deferred Bonus Account shall be calculated by dividing the
Dividend Equivalents by the average closing price for Shares as published in the
consolidated trading tables of the Wall Street Journal (under the caption "New
York Stock Exchange Composite Transactions") or any other publication selected
by the Committee for the period of ten (10) trading days prior to the day on
which the dividends are paid on the Company's Shares. Any fractional Share Units
shall also be credited to a Participant's Deferred Bonus Account.

      3.6 Crediting Cash Units. Cash Units shall be credited to a Participant's
Deferred Bonus Account at the time the bonus would otherwise have been paid had
no election to defer been made.

      3.7 Crediting Interest Equivalents. For Cash Units credited to a
Participant's Deferred Bonus Account, the Company shall credit such
Participant's Deferred Bonus Account on a quarterly basis with an Interest
Equivalent.

      3.8 Share Unit Conversion. Immediately upon termination of the
Participant's employment with the Company, and so prior to the commencement of
any payout or distribution of any amounts hereunder, the Participant may make a
one-time election to convert to Cash Units all or a portion of the balance of
Share Units in such Participant's Deferred Bonus Account. Any Share Units so
converted to Cash Units as a result of this one-time conversion election shall
be valued at the average closing price for Shares as published in the
consolidated trading tables of the Wall Street Journal (under the caption "New
York Stock Exchange Composite Transactions") or any other publication selected
by the Committee for the ten (10) day period immediately prior to such one-time
conversion election.

      3.9 Time of Payment. Except as provided in Article V ("Change in Control")
hereof, all payments of a Participant's Deferred Bonus Account shall be made at,
or shall commence on, the date selected by the Participant in accordance with
the terms of this Article III.

            (a) Election of Benefit Commencement Date. The date of payment or
distribution must be irrevocably specified by the Participant in his or her
written notice of


                                       5


election. The Participant may elect to defer the receipt of all or a specified
portion of such Participant's bonus to:

            (1)   the first day of any calendar year provided such date is at
                  least six (6) months after the end of the quarter in which the
                  bonus is earned; or

            (2)   the first day of the calendar year following the date of:

                  (i)   the Participant's retirement;

                  (ii)  final determination that the Participant has a Permanent
                        and Total Disability;

                  (iii) termination of the Participant's employment with the
                        Company;

                  (iv)  death of the Participant. Upon the death of a
                        Participant prior to the final payment of all amounts
                        credited to his or her Deferred Bonus Account, the
                        balance of the Deferred Bonus Account shall be paid in
                        accordance with Article VI ("Designation of
                        Beneficiaries") hereof, commencing on the first day of
                        the calendar year following the year of death.

      Notwithstanding the foregoing provisions of this Section 3.9, and except
as provided in Article V ("Change in Control") hereof, in no event shall any
payment or distribution be made within six (6) months of the bonus being earned
or awarded. The benefit commencement date may not be later than the third
calendar year following the date of: (i) Participant's retirement, or (ii)
termination of Participant's employment.

            (b) Acceleration of Benefit Commencement Date Prior to Payment. At
any time prior to the commencement of any payment or distribution of a
Participant's Deferred Bonus Account, such Participant may request in writing to
accelerate the receipt of all or a specified portion of such deferred bonus
amounts to the first day of any calendar year; provided, however, that such date
is at least six (6) months after the end of the quarter in which the bonus is
earned. Any such acceleration will be subject to a penalty equal to a five
percent (5%) reduction in the balance of the Participant's Deferred Bonus
Account, which shall be forfeited to the Company.

      3.10 Method of Payment. A Participant in this portion of the Deferred
Compensation Plan shall have the option of:

            (a) selecting a lump-sum payment;

            (b) selecting a series of approximately equivalent annual
      installments (adjusted as necessary to reflect Dividend Equivalents and/or
      Interest Equivalents accrued during the installment payout period) in such
      number of installments as the Participant shall specify (not exceeding
      twenty (20) installments); or

            (c) not selecting a method of payment at the time the Form for
      Deferred Payment Election/Designation of Beneficiary is prepared. If the
      Participant does not select a method of payment, he or she must, at least
      twelve (12) months prior to the time the deferral amount is scheduled to
      be paid, notify the Company as to the specific method of payment


                                       6


      which will be either in a lump sum or in approximately equivalent annual
      installments. Failure to provide appropriate notification to the Company
      will result in a lump sum payment on the deferral payment date.

      Participant shall receive in cash all deferred compensation credited to
such Participant's Deferred Bonus Account. Share Units credited to the
Participant's Deferred Bonus Account shall be valued at the average closing
price for Shares as published in the consolidated trading tables of the Wall
Street Journal (under the caption "New York Stock Exchange Composite
Transactions") or any other publication selected by the Committee for the ten
(10) day period prior to each new calendar year.

      3.11 Subsequent Change in Method of Payment Election.

      (a) Change in Method of Payment Prior to Commencement of Distribution or
Payment. With the approval of the Committee, and at any time not later than
twelve (12) months prior to the commencement of any payment or distribution of
the amounts credited to the Participant's Deferred Bonus Account, a Participant
in this portion of the Plan may file a written request with regard to the method
of payment (i.e., a series of installments versus lump-sum payout), on a form
prescribed by the Committee, which will revoke all such earlier or prior
elections with regard to the method of payment (i.e., a series of installments
versus lump-sum payout), and such new choice as to method of payment will be
applied both to amounts previously credited to the Participant's current
Deferred Bonus Account balance, as well as to amounts to be credited to such
Deferred Bonus Account balance prospectively. Any such new or subsequent
election that is made less than twelve (12) months prior to the commencement of
any payment or distribution of the amounts credited to the Participant's
Deferred Bonus Account, will be null and void, and the Participant's most recent
preceding timely election will be reinstated.

      (b) Change in Method of Payment Following Commencement of Distribution or
Payment. After payment or distribution of amounts credited to the Participant's
Deferred Bonus Account has commenced, the Participant may not change the period
of time for which such amounts are payable. However the Participant may convert
installment payments to a lump sum distribution subject to a penalty equal to a
five percent (5%) reduction in the balance of the Participant's Deferred Bonus
Account, which shall be forfeited to the Company.

      3.12 Hardship Distribution. Participant may request a modification in the
payment terms hereunder only in the event of severe financial hardship and only
to the extent reasonably necessary to eliminate the hardship. Such request shall
specify in detail the grounds for the requested modification and shall be
referred to the Committee. A qualifying severe financial hardship must be caused
by accident, illness, or event beyond the control of the Participant. The
decision of the Committee with respect to the requested modification shall be
solely at the discretion of the Committee and in accordance with its evaluation
of the exigencies of the situation. Such decision shall be binding on the
Company and Participant.


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                                   ARTICLE IV

                        Deferral of Bonuses by Committee

      4.1 Committee's Election to Defer. Each year in conjunction with the award
of any bonus to the Participant, the Committee, in its sole discretion, may
cause to be credited to a Participant's Deferred Bonus Account in the form of
either Cash Units or Share Units, a specified dollar amount representing all or
a portion of such Participant's bonus for that year (the "Non-Cash Bonus").

      4.2 Crediting Share Units. Share Units shall be credited to a
Participant's Deferred Bonus Account at the time the bonus would otherwise have
been paid had no Committee action to defer been taken. The number of Share Units
credited to the Participant's Deferred Bonus Account shall be determined by
dividing the Non-Cash Bonus by the average closing price for Shares as published
in the consolidated trading tables of the Wall Street Journal (under the caption
"New York Stock Exchange Composite Transactions") or any other publication
selected by the Committee for the ten (10) day period prior to the date such
bonus otherwise would have been paid had no Committee action been taken. Any
fractional Share Units shall also be credited to such Participant's Deferred
Bonus Account. Share Units shall not entitle any person to the rights of a
stockholder.

      4.3 Crediting Dividend Equivalents. The Company shall credit the
Participant's Deferred Bonus Account with Dividend Equivalents being equal to
the dividends declared on the Company's Shares. The crediting shall occur as of
the date on which said dividends are paid. The number of Share Units to be
credited to the Deferred Bonus Account shall be calculated by dividing the
Dividend Equivalents by the average closing price for Shares as published in the
consolidated trading tables of the Wall Street Journal (under the caption "New
York Stock Exchange Composite Transactions") or any other publication selected
by the Committee for the period of ten (10) trading days prior to the day on
which the dividends are paid on the Company's Shares. Any fractional Share Units
shall also be credited to a Participant's Deferred Bonus Account.

      4.4 Crediting Cash Units. Cash Units shall be credited to a Participant's
Deferred Bonus Account at the time the bonus otherwise would have been paid had
no Committee action to defer been taken.

      4.5 Crediting Interest Equivalents. For Cash Units credited to a
Participant's Deferred Bonus Account, the Company shall credit such
Participant's Deferred Bonus Account on a quarterly basis with an Interest
Equivalent.

      4.6 Share Unit Conversion. Immediately upon termination of the
Participant's employment with the Company, and so prior to the commencement of
any payout or distribution of any amounts hereunder, the Participant may make a
one-time election to convert to Cash Units all or a portion of the balance of
Share Units in such Participant's Deferred Bonus Account. Any Share Units so
converted to Cash Units as a result of this one-time conversion election shall
be valued at the average closing price for Shares as published in the
consolidated trading tables of the Wall Street Journal (under the caption "New
York Stock Exchange Composite Transactions") or any other publication selected
by the Committee for the ten (10) day period immediately prior to such one-time
conversion election.


                                       8


      4.7 Time of Payment.

      (a) Benefit Commencement Date Specified by Committee. The Committee will
specify in writing its election of the earliest date of payment or distribution,
and such election shall remain effective until revoked in writing by the
Committee. If the Committee elects a new date with regard to payment or
distribution, such election will apply only prospectively to any additional
Share Units and/or Cash Units to be credited to such Participant's Deferred
Bonus Account by Committee action in accordance with this Article IV. If the
Committee fails to designate a time of payment, payment shall commence on the
first day of the calendar year following the termination of such Participant's
employment. Notwithstanding the foregoing provisions of this Section 4.7, in no
event, however, shall the payment date be later than the third calendar year
following the date of: (i) Participant's retirement, or (ii) termination of
Participant's employment.

      (b) Acceleration of Benefit Commencement Date Prior to Payment. At any
time prior to the commencement of any payment or distribution of a Participant's
Deferred Bonus Account, such Participant may request in writing to accelerate
the receipt of all or a specified portion of such deferred bonus amounts to the
first day of any calendar year; provided, however, that such date is at least
six (6) months after the end of the quarter in which the bonus is earned. Any
such acceleration will be subject to a penalty equal to a five percent (5%)
reduction in the balance of the Participant's Deferred Bonus Account, which
shall be forfeited to the Company.

      4.8 Method of Payment. The Participant must select a method of payment at
least twelve (12) months prior to the time the deferral amount is scheduled to
be paid, by notifying the Company as to whether the method of payment will be
either:

            (a) a lump sum payment; or

            (b) a series of approximately equivalent annual installments
      (adjusted as necessary to reflect Dividend Equivalents accrued during the
      installment payout period), in such number of installments as the
      Participant shall specify (not exceeding twenty (20) installments).

      If no election is made, payment or distribution of any amounts deferred by
Committee action pursuant to this Article IV (together with the Dividend
Equivalents and/or Interest Equivalents, as the case may be, accrued thereon)
shall be made in a single lump sum on the earliest payment date permitted by the
Committee as provided under Section 4.7 hereof. Share Units credited to the
Participant's Deferred Bonus Account shall be valued at the average closing
price for Shares as published in the consolidated trading tables of the Wall
Street Journal (under the caption "New York Stock Exchange Composite
Transactions") or any other publication selected by the Committee for the ten
(10) day period prior to each new calendar year.

      4.9 Subsequent Change in Method of Payment Election.

            (a) Change in Method of Payment Prior to Commencement of
Distribution or Payment. With the approval of the Committee, and at any time not
later than twelve (12) months prior to the commencement of any payment or
distribution of the amounts credited to the Participant's Deferred Bonus
Account, a Participant in this portion of the Plan may file a written request
with regard to the method of payment (i.e., a series of installments versus
lump-sum


                                       9


payout), on a form prescribed by the Committee, which will revoke all such
earlier or prior elections with regard to the method of payment (i.e., a series
of installments versus lump-sum payout), and such new choice as to method of
payment will be applied both to amounts previously credited to the Participant's
current Deferred Bonus Account balance, as well as to amounts to be credited to
such Deferred Bonus Account balance prospectively. Any such new or subsequent
election that is made less than twelve (12) months prior to the commencement of
any payment or distribution of the amounts credited to the Participant's
Deferred Bonus Account, will be null and void, and the Participant's most recent
preceding timely election will be reinstated.

            (b) Change in Method of Payment Following Commencement of
Distribution or Payment. After payment or distribution of amounts credited to
the Participant's Deferred Bonus Account has commenced, the Participant may not
change the period of time for which such amounts are payable. However the
Participant may convert installment payments to a lump sum distribution subject
to a penalty equal to a five percent (5%) reduction in the balance of the
Participant's Deferred Bonus Account, which shall be forfeited to the Company.

                                    ARTICLE V

                                Change in Control

      5.1 Effect of Change in Control on Payment. Anything to the contrary in
this Plan notwithstanding, at any time a Participant may make an election (a
"Change in Control Election") to receive, in a single lump sum payment, upon the
occurrence of a Change in Control, the balance of his or her Deferred Bonus
Account, as of the valuation date immediately preceding the Change in Control.
Any Change in Control Election or revocation of an existing Change in Control
Election shall be null and void if a Change in Control occurs within 12 months
after it is made, and the Participant's most recent preceding Change in Control
Election, if timely made and not revoked at least 12 months before the Change in
Control, shall remain in force. Each such election or revocation shall be in
writing and in conformity with such rules as may be prescribed by the Committee.
If no Change in Control Election is in force upon the occurrence of a Change in
Control, from the date of such Change in Control and for twelve (12) months
thereafter, each Participant, whether or not he or she is still an employee of
the Company, shall have the right to withdraw, in a single lump-sum cash
payment, an amount equal to ninety-five percent (95%) of the balance of his or
her Deferred Bonus Account (a "95% Withdrawal"), as of the valuation date
immediately preceding the date of withdrawal; provided, however, that if this
option is exercised, such Participant will forfeit to the Company the remaining
five percent (5%) of the balance of each such account (as of the valuation date
immediately preceding the date of withdrawal) from which the funds are withdrawn
as a penalty. Payments pursuant to a 95% Withdrawal shall be made as soon as
practicable, but no later than thirty (30) days after the Participant notifies
the Committee in writing that he/she is exercising his/her right to undertake a
95% Withdrawal.

      5.2 Amendment in Connection with Change in Control. On or after a Change
in Control, or before, but in connection with, a Change in Control, no action,
including by way of example and not of limitation, the amendment, suspension or
termination of the Plan, shall be taken which would adversely affect the rights
of any Participant or the operation of this Article V with respect to the
balance in the Participant's Accounts immediately before such action.


                                       10


      5.3 Attorney's Fees. The Company shall pay all legal fees and related
expenses incurred by a Participant in seeking to obtain or enforce any payment,
benefit or right such Participant may be entitled to under the plan after a
Change in Control. 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 VI

                          Designation of Beneficiaries

      The Participant shall name a beneficiary to receive any payments due such
Participant at the time of death, with the right to change such beneficiary at
any time. In case of a failure of designation or the death of the designated
beneficiary without a designated successor, distribution shall be made to the
person or persons designated as beneficiary in the designation most recently
filed under the Sunoco, Inc. Capital Accumulation Plan, or if no such
designation has been made or the Participant is not participating in such plan,
the surviving spouse of a deceased Participant, or, if there is no surviving
spouse, the children of the Participant in equal shares (the share of any child
who predeceases the Participant to go in equal shares to the issue of such
deceased child), or if there is no surviving spouse, child, or issue of such
children, the estate of the Participant. No designation of beneficiaries shall
be valid unless in writing signed by the Participant, dated and filed with the
Company. Upon the Participant's death, any balance in the Participant's Deferred
Bonus Account is payable under the method elected by the Participant or in such
other manner as the Committee may determine in its sole discretion.

                                   ARTICLE VII

                                  Miscellaneous

      7.1 Source of Payments. All payments of deferred bonuses shall be paid in
cash from the general funds of the Company and the Company shall be under no
obligation to segregate any assets in connection with the maintenance of the
Deferred Bonus Account, nor shall anything contained in this Plan nor any action
taken pursuant to the Plan create or be construed to create a trust of any kind,
or a fiduciary relationship between the Company and Participant. Title to the
beneficial ownership of any assets, whether cash or investments, which the
Company may designate to pay the amount credited to the Deferred Bonus Account
shall at all times remain in the Company and Participant shall not have any
property interest whatsoever in any specific assets of the Company.
Participant's interest in the Deferred Bonus Account shall be limited to the
right to receive payments pursuant to the terms of this Plan and such rights to
receive shall be no greater than the right of any other unsecured general
creditor of the Company.

      7.2 Nonalienation of Benefits. Participant shall not have the right to
sell, assign, transfer or otherwise convey or encumber in whole or in part the
right to receive any payment under this Plan except in accordance with Article
VI (Designation of Beneficiaries) hereof.

      7.3 Acceptance of Terms. The terms and conditions of this Plan shall be
binding upon the heirs, beneficiaries, and other successors in interest of
Participant to the same extent that said terms


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and conditions are binding upon the Participant. This Plan shall not be
construed in any way as an employment contract requiring the Company or
Participant to continue the employment relation.

      7.4 Administration of the Plan. The Plan shall be administered by the
Committee which may make such rules and regulations and establish such
procedures for the administration of this Plan as it deems appropriate. In the
event of any dispute or disagreements as to the interpretation of this Plan or
of any rules, regulation, or procedure or as to any questioned right or
obligation arising from or related to this Plan, the decision of the Committee
shall be final and binding upon all persons.

      7.5 Adjustments for Changes in Capitalization. The number of Share Units
in the Participant's Deferred Bonus Account shall be appropriately adjusted by
the Committee in the event of changes in the Company's outstanding common stock
by reason of a stock dividend or distribution, recapitalization, merger,
consolidation, split-up, combination, exchange of shares or the like, and such
adjustments shall be conclusive.

      7.6 Termination and Amendment. The Plan may be terminated at any time by
the Board of Directors of Sunoco, Inc., and may be amended at any time by the
Committee provided, however, that no such amendment or termination shall
adversely affect the rights of Participants or their beneficiaries with respect
to amounts credited to Deferred Bonus Accounts prior to such amendment or
termination, without the written consent of the Participant.

      7.7 Notices. To be effective, all notices, requests and demands to or upon
the Company or the Participant, as the case may be, shall be in writing, by
facsimile, by overnight courier or by registered or certified mail, postage
prepaid and return receipt requested, and shall be deemed to have been duly
given or made upon:

            (a) delivery by hand;

            (b) one business day after being sent by overnight courier;

            (c) four business days after being deposited in the United States
      mail, postage prepaid; or

            (d) in the case of transmission by facsimile, when confirmation of
      receipt is obtained.

      Such communications shall be addressed and directed as listed below (or to
such other address or recipient for a party as may be hereafter notified by such
party hereunder), to the Company or the Participant, respectively:



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      If to the Company, to:

            SUNOCO, INC.
            Human Resources Department
            Ten Penn Center - 20th Floor
            1801 Market Street
            Philadelphia, PA  19103-1699
            Attn: Director, Compensation & Benefits
            FAX    :  (215) 246-8498
            Confirm:  (215) 246-8392

      If to Participant, to:

            The most recent address for Participant appearing in the books and
            records of the Company.

      7.8 Construction. The captions and headings used for the various Articles
and Sections of this Plan are for convenience of reference only and are not to
affect the construction hereof or be taken into consideration in the
interpretation hereof.

      7.9 Severability. In the case of any one or more of the provisions
contained in this Plan shall be invalid, illegal, or unenforceable in any
respect the remaining provisions shall be construed in order to effectuate the
purposes hereof and the validity, legality, and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired
thereby.

      7.10 Governing Law. This Plan shall be construed in accordance with and
governed by the laws of the Commonwealth of Pennsylvania.


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