EXHIBIT 4.3
CERTIFICATE OF AMENDMENT
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Pursuant to Section 27 of the Rights Agreement between Sun Company,
Inc. (the "Company") and First Chicago Trust Company of New York, as Rights
Agent (the "Rights Agent"), dated as of February 1, 1996, and last amended
as of July 3, 1997 (the "Rights Agreement"), Sunoco, Inc., the successor by
name change to the Company HEREBY CERTIFIES THAT:
the Second Amendment to the Rights Agreement, attached hereto, is in
compliance with the terms of said Section 27 of the Rights Agreement,
as amended.
Dated as of February 3, 2000.
SUNOCO, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President and
Chief Financial Officer
