DIRECTORS' DEFERRED COMPENSATION AND BENEFITS TRUST AGREEMENT

EXHIBIT 10.14

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DIRECTORS'
DEFERRED COMPENSATION AND BENEFITS
TRUST AGREEMENT

Dated as of January 11, 1999

By and Among

SUNOCO, INC.

BANKERS TRUST COMPANY

and

TOWERS, PERRIN, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, INC.

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TABLE OF CONTENTS

ARTICLE I Definitions................................................ 2

1.1 Account...................................................... 2
1.2 Board of Directors........................................... 2
1.3 Change in Control............................................ 2
1.4 Chief Executive Officer...................................... 2
1.5 Committee.................................................... 2
1.6 Company...................................................... 2
1.7 Continuing Director.......................................... 2
1.8 Control Transaction.......................................... 2
1.9 ERISA........................................................ 2
1.10 Group........................................................ 2
1.11 Insolvent.................................................... 2
1.12 Legal Defense Fund........................................... 3
1.13 Payment Schedule............................................. 3
1.14 Plan......................................................... 3
1.15 Plan Participant............................................. 3
1.16 Potential Change in Control.................................. 3
1.17 Recordkeeper................................................. 3
1.18 Required Funding Amount...................................... 3
1.19 Trust........................................................ 4
1.20 Trust Agreement.............................................. 4
1.21 Trust Corpus................................................. 4
1.22 Trustee...................................................... 4

ARTICLE II The Plans................................................. 4

2.1 Plans & Agreements Subject to Trust.......................... 4
2.2 Liability for Payments....................................... 4

ARTICLE III Establishment of Trust.................................... 4

3.1 Principal of Trust........................................... 4
3.2 Term and Revocability........................................ 4
3.3 Grantor Trust................................................ 5
3.4 Segregation of Funds; Rights of Creditors.................... 5

ARTICLE IV Administration............................................ 5

4.1 Authority and Duties of Committee........................... 5
4.2 Action by the Committee..................................... 5
4.3 Records, Reporting and Disclosure........................... 6
4.4 Bonding..................................................... 6

ARTICLE V Potential Change in Control; Change in Control............. 6

5.1 Potential Change in Control.................................... 6
5.2 Change in Control.............................................. 6
5.3 Method of Funding.............................................. 7
5.4 Additional Contributions; Sufficiency of Funds................. 7
5.5 Additional Plans............................................... 7
5.6 Calculation of Required Funding Amount......................... 7
5.7 Payment of Required Funding Amount............................. 8
5.8 Legal Defense Fund............................................. 8
(a) Interest on Delinquent Payments............................ 8
(b) Discount Rate for Distributions Due Later.................. 8
(c) Schedule of Accounts....................................... 8

ARTICLE VI Investment Authority....................................... 9

6.1 Authority of Trustee........................................... 9
(a) Investments................................................ 9
(b) Sale of Property........................................... 10
(c) Settlement of Debts........................................ 10
(d) Exercising Rights as Holder of Securities.................. 10
(e) Use of Discretion With Respect to Company Securities....... 11
(f) Depositary Function........................................ 11
(g) Borrowing Powers; Encumbering Trust Assets................. 11
(h) Enforcement Authority...................................... 11
(i) Execution of Instruments................................... 11
(j) Registration and Transfer of Investments................... 11
(k) Uninvested Assets.......................................... 11
(l) General.................................................... 11
6.2 Investment Following Change in Control......................... 11
6.3 Investment of Trust Income..................................... 12
6.4 Losses Charged Against Trust Corpus............................ 12

ARTICLE VII Payments to Plan Participants and Their Benefi............ 12

7.1 Appointment of Recordkeeper.................................... 12
7.2 Maintenance of Records......................................... 13
7.3 Company Information............................................ 13
7.4 Payment Schedule............................................... 13
7.5 Entitlement to Benefits........................................ 14
7.6 Payment of Benefits............................................ 14
7.7 Notice of Benefits Payable..................................... 14
7.8 Source of Payments............................................. 14
7.9 Tax on Amounts Held in Trust Prior to Distribution............. 15
7.10 Indemnification of Recordkeeper by Company..................... 15
7.11 Resignation, Discharge & Replacement of Recordkeeper........... 15

ARTICLE VIII Payments to Trust Beneficiary When Company Is Insolvent. 16

8.1 Responsibilities of Trustee in Insolvency...................... 16
8.2 Resumption of Discontinued Payments............................ 17

ARTICLE IX Payments to the Company................................... 17

9.1 Reversion of Funds to Company.................................. 17
9.2 Limitation Upon Company's Ability to Direct Payments........... 17

ARTICLE X Powers, Duties & Responsibilities of Trustee............... 18

10.1 Limitation of Liability........................................ 18
10.2 Maintenance of Administrative Records.......................... 18
10.3 Reimbursement of Costs & Expenses.............................. 19
10.4 Indemnification of Trustee by Company.......................... 19
10.5 Institution of Litigation...................................... 19
10.6 Powers of Trustee.............................................. 19

ARTICLE XI Resignation and Removal of Trustee........................ 20

11.1 Resignation of Trustee......................................... 20
11.2 Removal and Substitution of Trustee............................ 20
11.3 Appointment of Successor Trustee............................... 20
11.4 Failure to Appoint Successor Trustee........................... 21
11.5 Statements of Account Upon Removal or Resignation.............. 21
11.6 Transfer of Trust Corpus to Successor Trustee.................. 21

ARTICLE XII Authorization............................................ 21

12.1 Actions by Board of Directors.................................. 21
12.2 Actions by Chief Executive Officer; Treasurer.................. 21
12.3 Other Actions of Company....................................... 22
12.4 Actions of the Committee....................................... 22

ARTICLE XIII.......................................................... 22

13.1 Notices........................................................ 22

iii

ARTICLE XIV Miscellaneous............................................ 23

14.1 No Contract of Employment..................................... 23
14.2 Rights of Plan Participants................................... 23
14.3 Amendment or Waiver........................................... 23
(a) Amendment Prior to Change in Control..................... 23
(b) Amendment Following Change in Control.................... 24
14.4 Severability of Provisions.................................... 24
14.5 Non-Alienability of Benefits.................................. 24
14.6 Further Assurances............................................ 25
14.7 Successors, Heirs, Assigns, and Personal Representatives...... 25
14.8 Headings and Captions......................................... 25
14.9 Gender and Number............................................. 25
14.10 Payments to Incompetent Persons, Etc.......................... 25
14.11 Governing Law; Situs of Trust................................. 25
14.12 Counterparts.................................................. 25
14.13 Acceptance by Trustee......................................... 25
14.14 Insurance Policies............................................ 25
14.15 Survival...................................................... 26
14.16 Entire Understanding.......................................... 26

Schedules:

Schedule 2.1 - Benefit Plans and Other Arrangements Subject to Trust

DIRECTORS' DEFERRED COMPENSATION AND BENEFITS
TRUST AGREEMENT

This Directors' Deferred Compensation and Benefits Trust Agreement, dated as
of January 11, 1999, (the "Trust Agreement"), is by and among SUNOCO, INC., a
Pennsylvania corporation (the "Company"), BANKERS TRUST COMPANY, a New York
banking corporation (the "Trustee"), and TOWERS ▇▇▇▇▇▇, a Pennsylvania
corporation (the "Recordkeeper").

W I T N E S S E T H

WHEREAS, the Company is or may become obligated under the terms of certain
benefit plans, agreements, or other arrangements, to make payments to certain
persons who at any time prior to the occurrence of a change in control of the
Company were members of the Company's board of directors (the "Plan
Participants"), and their beneficiaries; and

WHEREAS, in order to: (1) provide an alternative source of funds to assist
the Company in meeting its liabilities under the applicable director benefit
plans, agreements, or other arrangements; and (2) assure that future payment
of such amounts would not be improperly withheld in the event of a change in
control of the Company, the Company desires to establish a Trust (the "Trust")
and, in its discretion, to contribute to the Trust assets that shall be held
therein, subject to the claims of the Company's creditors in the event of the
Company's insolvency until paid to Plan Participants and their beneficiaries
in the manner and at the times specified in the applicable director benefit
plans, agreements, or other arrangements; and

WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and shall not affect the status of the
plans as unfunded plans maintained to provide deferred compensation for a
group of directors of the Company for purposes of Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"); and

WHEREAS, Bankers Trust Company is willing to act as Trustee of the Trust,
and Towers ▇▇▇▇▇▇ is willing to act as Recordkeeper of the Trust, upon all of
the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the mutual terms, covenants, and conditions
herein contained, the mutual benefits to be derived hereunder, and other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound, the parties hereto agree as
follows:

ARTICLE I
Definitions

As used in this Trust Agreement, the following terms shall have the meanings
herein specified:

1.1 Account - shall have the meaning provided herein at Section 5.7(c).

1.2 Board of Directors - shall mean the Board of Directors of Sunoco, Inc.,
or any successor thereto.

1.3 Change in Control - shall mean the occurrence of any of the following
events or transactions:

(a) Continuing Directors cease, within one year of a Control
Transaction, to constitute a majority of the Board of Directors of Sunoco,
Inc. (or of the Board of Directors of any successor to Sunoco, Inc. or to
all or substantially all of its assets); or

(b) any entity, person or Group acquires shares of Sunoco, Inc. in a
transaction or series of transactions that results in such entity, person
or Group directly or indirectly owning beneficially more than twenty
percent (20%) of the outstanding voting shares of Sunoco, Inc.

1.4 Chief Executive Officer - shall mean the Chief Executive Officer of
Sunoco, Inc. as of the date of reference.

1.5 Committee - shall mean the Governance Committee (or any successor
thereof) of the Board of Directors of Sunoco, Inc.

1.6 Company - shall have the meaning set forth in the introduction to this
Trust Agreement.

1.7 Continuing Director - shall mean a director who was a member of the
Board of Directors immediately prior to a Control Transaction which results in a
Change in Control.

1.8 Control Transaction - shall mean any of the following transactions or
any combination thereof:

(a) any tender offer for or acquisition of capital stock of Sunoco,
Inc.;

(b) any merger, consolidation, or sale of all or substantially all of
the assets of Sunoco, Inc.; or

(c) the submission of a nominee or nominees for the position of director
of Sunoco, Inc. by a shareholder or a Group of shareholders in a proxy
solicitation or otherwise.

1.9 ERISA - shall have the meaning set forth in the introduction to this
Trust Agreement.

1.10 Group - shall mean persons who act in concert as described in Sections
13(d)(3) and/or 14(d)(2) of the Securities Exchange Act of 1934, as amended.

1.11 Insolvent or Insolvency - shall mean, with respect to the Company, that
either:

(a) the Company is unable to pay its debts as they become due; or

(b) the Company is subject to a pending proceeding as a debtor under
the United States Bankruptcy Code.

1.12 Legal Defense Fund - shall have the meaning provided herein at
Section 5.8.

1.13 Payment Schedule - shall have the meaning provided herein at
Section 7.4.

1.14 Plan - shall have the meaning provided herein at Section 2.1.

1.15 Plan Participant - shall have the meaning set forth in the introduction
to this Trust Agreement.

1.16 Potential Change in Control - shall mean the occurrence of any of the
following events or transactions:

(a) any person (other than Sunoco, Inc., or any affiliate or subsidiary
thereof) makes a tender offer for capital stock of Sunoco, Inc.;

(b) any person:

(1) becomes the beneficial owner, directly or indirectly, of capital
stock of Sunoco, Inc. in an amount which requires the filing of Schedule
13D or its equivalent form pursuant to the Rules and Regulations under
the Securities Exchange Act of 1934 as from time to time amended; and

(2) indicates in such Schedule 13D or equivalent filing that the
purpose of such capital stock acquisition is part of a plan or proposal
that reasonably could lead to a Change in Control of Sunoco, Inc.;

(c) the submission of a nominee or nominees for the position of director
of Sunoco, Inc. by a shareholder or Group of shareholders in a proxy
solicitation or otherwise which, in its judgment, the Board of Directors by
subsequent adoption of a resolution, determines might result in a Change in
Control of Sunoco, Inc.;

(d) any person files a pre-merger notification for the acquisition of
capital stock of Sunoco, Inc. pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act; or

(e) the Board of Directors in its judgment determines by adoption of a
resolution that a Potential Change in Control of Sunoco, Inc. for purposes
of this Trust Agreement has occurred.

1.17 Recordkeeper - shall have the meaning set forth in the introduction to
this Trust Agreement.

1.18 Required Funding Amount - shall mean the aggregate of the amounts
described in the following subparagraphs (a) and (b) of this Section 1.18:

(a) an amount sufficient to provide all benefits accrued for each Plan
Participant (and any beneficiaries) under the Plans (including any interest
or earnings due on such

accrual) through the date of the contribution, to the extent not previously
contributed; and

(b) an amount sufficient to pay all fees and expenses of administering
and enforcing the Trust Agreement and the Plans that are or thereafter may
become due, according to the respective terms and provisions of such Plans
as of the date of reference.

1.19 Trust - shall have the meaning set forth in the introduction to this
Trust Agreement.

1.20 Trust Agreement - shall have the meaning set forth in the introduction
to this Trust Agreement.

1.21 Trust Corpus - shall mean the amounts delivered to the Trustee pursuant
to the terms hereof, less amounts distributed from the Trust pursuant to the
terms hereof, plus all income earned by the Trust, in whatever form held or
invested as provided herein.

1.22 Trustee - shall have the meaning set forth in the introduction to this
Trust Agreement.

ARTICLE II
The Plans

2.1 Plans & Agreements Subject to Trust. The plans, agreements, and other
arrangements that are subject to this Trust (each a "Plan" and, collectively the
"Plans") are listed on Schedule 2.1 hereto. Prior to a Change in Control of the
Company, the Committee may from time to time designate additional such plans,
agreements, and other arrangements to be subject to this Trust, or delete any
Plan from this Trust. The Company shall immediately notify the Trustee and the
Recordkeeper in writing of any such changes.

2.2 Liability for Payments. The Company shall continue to be liable to the
Plan Participants to make all payments required under the terms of the Plans to
the extent such payments have not been made pursuant to this Trust Agreement.
Distributions made from the Trust to or for Plan Participants in respect of the
Plans pursuant to Article VII hereof, shall, to the extent of such
distributions, satisfy the Company's (or certain of its subsidiaries')
obligation to pay benefits to such Plan Participants under the Plans.

ARTICLE III
Establishment of Trust

3.1 Principal of Trust. The Company hereby deposits with the Trustee in
trust the sum of One Hundred Dollars ($100.00) in cash which shall become the
principal of the Trust to be held, administered and disposed of by the Trustee
as provided in this Trust Agreement.

3.2 Term and Revocability. The Trust hereby established is revocable by the
Company; but shall become irrevocable upon the occurrence of a Change in
Control. At any time prior to a

Change in Control of the Company, this Trust may be terminated by the Committee.
Upon or after a Change in Control of the Company, this Trust shall not terminate
until the date on which Plan Participants and their beneficiaries are no longer
entitled to benefits pursuant to the terms of the Plans. Upon termination of the
Trust any assets remaining in the Trust shall be returned to the Company.

3.3 Grantor Trust . The Trust is intended to be a grantor trust, of which the
Company is the grantor, within the meaning of subpart E, part I, subchapter J,
chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and
shall be construed accordingly, and nothing herein shall be construed to subject
this Trust to ERISA.

3.4 Segregation of Funds; Rights of Creditors. The principal of the Trust,
and any earnings thereon shall be separate and apart from other funds of the
Company and shall be used exclusively for the uses and purposes of Plan
Participants and general creditors as herein set forth. Plan Participants and
their beneficiaries shall have no preferred claim on, or any beneficial
ownership interest in, any assets of the Trust. Any rights created under the
Plans and this Trust shall be mere unsecured contractual rights of Plan
Participants and their beneficiaries against the Company. Any assets held by
the Trust will be subject to the claims of the Company's general creditors under
federal and state law in the event of Insolvency.

ARTICLE IV
Administration of Trust

4.1 Authority and Duties of the Committee. It shall be the duty of the
Committee, on the basis of information supplied to it by the Company, to
determine:

(a) the eligibility of each Plan Participant to receive payment of benefits
under this Trust with respect to each Plan; and

(b) the manner and time of payment of the benefits payable hereunder.

The Recordkeeper shall determine, on behalf of the Committee, the amount of
any benefit payable under this Trust to which each Plan Participant may be
entitled.

The Trustee, on behalf of the Company, shall make such payments as the
Committee instructs the Trustee to pay, to Plan Participants. The Committee
shall have the full power and authority to manage claims and appeals as set
forth in the respective Plan, and to construe, interpret and administer such
Plan in accordance with its terms and provisions.

4.2 Action by the Committee. A majority of the members of the Committee shall
constitute a quorum for the transaction of business at a meeting of the
Committee. Any action of the Committee may be taken upon the affirmative vote
of a majority of the members of the Committee at a meeting, or without a meeting
by mail, telegraph, telephone or electronic communication

device; provided, however, that all of the members of the Committee are informed
of their right to vote on the matter before the Committee and of the outcome of
the vote thereon.

4.3 Records, Reporting and Disclosure. The Committee shall keep all
individual and group records relating to Plan Participants and former Plan
Participants and all other records necessary for the proper administration and
operation of the Trust. Such records shall be made available to the Company and
to each Plan Participant for examination during business hours except that a
Plan Participant shall examine only such records as pertain exclusively to the
examining Plan Participant and to the Plan, in general. The Committee shall
prepare and shall file as required by law or regulation all reports, forms,
documents and other items required by the Internal Revenue Code, and every other
applicable statute, each as amended, and all regulations thereunder (except that
the Company, as payer of the benefits, shall prepare and distribute to the
proper recipients all forms relating to withholding of income or wage taxes,
Social Security taxes, and other amounts which may be similarly reportable).

All income, deductions and credits attributable to the Trust belong to the
Company and will be included on the Company's income tax returns. The Company
shall pay any federal, state, local, or other taxes imposed or levied with
respect to the assets and/or income of the Trust or any part thereof under
existing or future laws. Upon furnishing the Trustee with evidence reasonably
required by the Trustee of any such tax payments made directly by the Company,
the Company shall be entitled to receive reimbursement from the assets of the
Trust for the full amount of such taxes paid by it.

4.4 Bonding. The Committee shall arrange any bonding that may be required by
law, but no amount in excess of the amount required by law (if any) shall be
required by the Trust.

ARTICLE V
Potential Change in Control; Change in Control

5.1 Potential Change in Control. If a Potential Change in Control of the
Company occurs, the Company shall immediately notify the Trustee and
Recordkeeper and shall cause the Required Funding Amount to be remitted to the
Trustee as a contribution to the Trust. The Required Funding Amount shall be
paid to the Trust not later than thirty (30) days after the Potential Change in
Control.

5.2 Change in Control. If a Change in Control occurs, the Company shall
immediately notify the Trustee and Recordkeeper. The Company shall immediately
cause to be remitted to the Trustee, as an irrevocable contribution to the
Trust, an amount equal to the Required Funding Amount as of that date. The
Required Funding Amount shall be paid to the Trust not later than one (1) day
after the Change in Control.

5.3 Method of Funding. The contribution of the Required Funding Amount shall
be made in cash or in property acceptable to the Trustee having a fair market
value equal to the Required Funding Amount, or in a combination of the two. The
Board of Directors may determine that all or a portion of the Required Funding
Amount may be represented by a standby, irrevocable (except as provided in
Section 9.1) letter of credit against which the Trustee may draw sufficient
funds that, with the amounts contributed in cash or other property, will enable
the Trustee to make the payments due under the Plans, together with the fees and
expenses described in Section 5.1 above.

5.4 Additional Contributions; Sufficiency of Funds. The Company shall be
obligated to continue to cause additional contributions (or increases to the
amount that may be drawn against the letter of credit) to be made as may be
necessary from time to time to insure that at all times following a Change in
Control the Trust contains sufficient funds, on a current basis, to pay all
benefits due to the Plan Participants (or their designated beneficiaries) under
the Plans, together with the fees and expenses described in Section 5.1. The
Trustee shall be under no duty to determine the sufficiency, or to enforce the
making, of such contributions by the Company.

5.5 Additional Plans. In the event the Committee designates additional Plans
that are subject to this Trust Agreement, or the Plans subject to this Trust
Agreement are amended after a Potential Change in Control or Change in Control
of the Company, the Treasurer of the Company shall, unless the Trust Corpus
shall theretofore have been released pursuant to Section 9.1 hereof, recalculate
the Required Funding Amount. If the amount so calculated exceeds the fair
market value of the assets then held in trust, the Company shall promptly (and
in no event later than thirty (30) days from the date of such recalculation):

(a) pay to the Trustee an amount of cash (or property acceptable to the
Trustee having a fair market value equal to such amount, or some combination
thereof) equal to such excess; or

(b) increase the amount that may be drawn against the letter of credit
described in Section 5.3, above, to cover such excess.

If the Required Funding Amount so calculated is less than the fair market
value of the assets held in trust, the Trustee shall retain such difference.

5.6 Calculation of Required Funding Amount. As soon as practicable, but in no
event later than fifteen (15) days following the occurrence of any Potential
Change in Control, the Treasurer of the Company shall compute the Required
Funding Amount. Immediately thereafter, the Recordkeeper shall review the
Treasurer's calculations of the Required Funding Amount (including without
limitation the calculations under Section 5.5 hereof). The Recordkeeper shall
complete its review prior to the thirtieth (30th) day following any Potential
Change in Control. If

the Recordkeeper concludes that the amounts calculated by the Treasurer are not
sufficient to permit the Trustee to make all payments due or to become due under
the Plans, together with the fees and expenses described in Section 5.1 above,
the Treasurer shall increase the Required Funding Amount to the amount so
calculated by the Recordkeeper. The Company agrees not to challenge the
calculations of the Treasurer, and both the Company and the Treasurer agree not
to challenge the calculations of the Recordkeeper, and the Trustee shall have no
right or obligation to challenge or question such calculation with regard to the
Required Funding Amount (including, without limitation, the amount determined
under Section 5.5 hereof) upon and after a Potential Change in Control or Change
in Control of the Company. No Plan Participant shall have the right to challenge
the calculations of either the Treasurer or the Recordkeeper with respect to the
Required Funding Amount.

5.7 Payment of Required Funding Amount.

(a) Interest on Delinquent Payments. The Company agrees to pay interest on
any delinquent payment of the Required Funding Amount from the date on which
such payment is required to be made pursuant to this Article V, based upon the
daily average of the prime rate charged by Trustee during the period of such
deficiency.

(b) Discount Rate for Distributions Due Later. In determining the Required
Funding Amount with respect to any payment or series of payments expected to
be due more than one (1) year after the date as of which the Required Funding
Amount is to be determined, the present value of such payment or series of
payments shall be calculated by using a discount rate equal to one percentage
point less than the then lowest annual yield to maturity on United States
Treasury obligations having then remaining maturities approximately equal to
the maturity of the payment or payments being valued.

(c) Schedule of Accounts. Each payment by the Company pursuant to this
Article V shall be accompanied by a schedule delivered to the Recordkeeper (as
described in Section 7.4 hereof) of the individual Plans for whose accounts
such payment is being made, which schedule sets forth the amounts delivered in
respect of each of the Plans. The Recordkeeper shall maintain in an equitable
manner an account for each Plan (the "Account"). Each Account shall consist
of contributions to and payments from the Trust Corpus which are allocable to
the Plan, and earnings thereon, less disbursements therefrom attributable to
the interest of the Plan in the entire Trust Corpus. On a monthly basis, the
Trustee shall advise the Recordkeeper in writing regarding the actual amounts
received by the Trust from the Company, and paid out from the Trust, in
respect of each of the Plans.

5.8 Legal Defense Fund. The Trustee shall establish a separate account (the
"Legal Defense Fund") to provide for the payment of legal expenses and
liabilities incurred by the Trustee with

respect to which it is entitled to reimbursement under Section 10.3 and 10.4 and
to protect Plan Participants' rights to benefits after a Potential Change in
Control or Change in Control of the Company. The Company shall contribute cash
to the Legal Defense Fund with the Required Funding Amount in an amount equal to
ten percent (10%) of the Required Funding Amount. The Legal Defense Fund shall
not be used to pay benefits due under any Plan.

Following a Potential Change in Control or Change in Control of the Company,
the Trustee shall pursue all claims for benefits by individual Plan Participants
against the Company, other than those which the Trustee reasonably believes to
be frivolous, and shall not compromise or settle any such claim, unless approved
by the affected Plan Participants.

ARTICLE VI
Investment Authority

6.1 Authority of Trustee. The Trustee and any successor thereto appointed
hereunder shall be a corporate professional trustee which is not an affiliate of
the Company but which has equity in excess of One Hundred Million Dollars
($100,000,000.00). Discretionary authority for the management and control of
the assets of the Trust shall be retained by the Trustee, and all rights
associated with assets of the Trust shall be exercised by the Trustee or the
person designated by the Trustee, and shall in no event be exercisable by, or
rest with, the Plan Participants.

The assets of the Trust shall be invested and re-invested, without distinction
between principal and income, at such time or times in such investments,
pursuant to such investment strategies or courses of action and in such shares
and proportions as the Trustee, in its sole discretion shall deem advisable,
subject to the applicable investment policies and related guidelines established
by the Committee. These investment policies and related guidelines shall be
communicated by the Committee to the Trustee. The Committee shall monitor
compliance with such investment policies and related guidelines.

Subject to the applicable investment policies and related guidelines, and
subject to the requirements of Section 6.2 hereof after a Change in Control, the
Trustee shall have the following powers and discretions in addition to those
conferred by law:

(a) Investments. To invest and reinvest the Trust Corpus in:

(1) stock or rights to acquire stock (of any classification, including
common and preferred stocks), or a registered investment fund, including a
fund for which the Trustee serves as investment manager and/or custodian;

(2) bonds and other obligations issued by such entities as the Trustee
deems appropriate (including, without limitation, securities or obligations
issued by the Company);

(3) other property (real, personal or mixed); and/or

(4) interests in investment companies and investment trusts;

(b) Sale of Property. To sell, exchange, convey, transfer or dispose of,
and also to grant options with respect to, any property, whether real or
personal, at any time held by it by private contract or by public auction, for
cash or upon credit, or partly for cash and partly for credit, as the Trustee
may deem best, and no person dealing with the Trustee shall be bound to see to
the application of the purchase money or to inquire into the validity,
expediency or propriety of any such sale or other disposition;

(c) Settlement of Debts. To compromise, compound and settle any debt or
obligation (except claims by Plan Participants for benefits under any Plan)
due to or from the Trust and to reduce the rate of interest thereon, to extend
or otherwise modify, or to foreclose upon, default or otherwise enforce or act
with respect to any such obligation as the Trustee may deem advisable;

(d) Exercising Rights as Holder of Securities. With respect to stocks,
bonds or securities:

(1) to vote, in person or by general or limited proxy, any stocks or
other securities at any time held in the Trust Corpus, at any meeting of
stockholders or security holders, in respect to any business which may come
before the meeting;

(2) to exercise any options appurtenant to any stocks, bonds or other
securities for the conversion thereof into other stocks, bonds or
securities;

(3) to exercise or sell any conversion or subscription rights appurtenant
to any stocks, bonds or other securities at any time held in the Trust
Corpus, and to make any and all necessary payments therefor;

(4) to join in, and to approve, or to dissent from and to oppose, any
corporate act or proceeding, including any reorganization,
recapitalization, consolidation, merger, dissolution, liquidation, sale of
assets or other action by or plan in respect of corporations or properties,
the stocks or securities of which may at any time be held in the Trust
Corpus;

(5) to deposit with any committee or depository, pursuant to any plan or
agreement of protection, reorganization, consolidation, sale, merger, or
other readjustment, any property held in the Trust Corpus; and

(6) to make payment from the Trust Corpus of any charges or assessments
imposed by the terms of any such plan or agreement;

(e) Use of Discretion With Respect to Company Securities. Without limiting
the foregoing, with respect to stocks, bonds or securities of the Company, the
Trustee shall exercise the powers under Section 6.1(d) at its discretion.

(f) Depositary Function. To accept and hold any securities or other
property received by it under any of the provisions of this Article VI,
whether or not the Trustee would be authorized hereunder then to invest
therein;

(g) Borrowing Powers; Encumbering Trust Assets. To borrow money upon such
terms and conditions as the Trustee shall deem advisable to carry out the
purposes of the Trust and to pledge securities or other property of the Trust
Corpus in repayment of any such loan;

(h) Enforcement Authority. To enforce any right, obligation or claim and
in general to protect in any way the interest of the Trust Corpus, either
before or after default, and in case the Trustee shall, in its discretion,
consider such action for the best interest of the Trust Corpus, to abstain
from the enforcement of any right, obligation or claim and to abandon any
property, whether real or personal which at any time may be held by the
Trustee;

(i) Execution of Instruments. To make, execute, acknowledge and deliver
any and all deeds, leases, assignments, transfers, conveyances and any and all
other instruments necessary or appropriate to carry out any powers herein
granted;

(j) Registration and Transfer of Investments. To cause any investments
from time to time held by it hereunder to be registered in, or transferred
into, its name as Trustee or the name of its nominee or nominees, and with or
without designation of fiduciary capacity, to retain securities at a qualified
central depository or Federal Reserve Bank or to retain any investments
unregistered or in form permitting transfer by delivery, but the books and
records of the Trustee shall at all times show that all such investments are
part of the Trust Corpus;

(k) Uninvested Assets. To hold any part or all of the Trust Corpus
uninvested; and

(l) General. To do all acts which may be necessary or proper and to
exercise any and all of the powers of the Trustee under this Trust Agreement
upon such terms and conditions as the Trustee may deem in the best interests
of the Trust Corpus.

6.2 Investment Following Change in Control. Upon and after a Change in
Control, the Trustee shall use its good faith efforts to invest or reinvest all
or such part of the Trust Corpus as the Trustee believes prudent under the
circumstances (taking into account, among other things, the anticipated cash
requirements for the payment of benefits under the Plans communicated to the
Trustee by the Recordkeeper) solely in:

(a) direct obligations of the United States of America or agencies thereof;

(b) obligations unconditionally and fully guaranteed as to principal and
interest by the United States of America; or

(c) any registered investment fund, including a fund for which the Trustee
serves as investment manager and/or custodian, established and maintained as a
vehicle for short-term investment.

With respect to such investments, the Trustee shall have the powers and
discretion set forth in Section 6.1 hereof, in addition to those conferred by
law; provided, however, that the Trustee shall not be liable for:

(1) any losses to the Trust resulting from compliance with the investment
and diversification limitations imposed by this Section 6.2, or

(2) any loss of income due to liquidation of any investment which
liquidation is necessary to make payments or to reimburse expenses under
the terms of this Trust Agreement.

6.3 Investment of Trust Income. During the term of this Trust, income
received by the Trust, net of expenses and taxes, shall be accumulated and
reinvested.

6.4 Losses Charged Against Trust Corpus. All losses of income or principal
in respect of, and expenses (including without limitation taxes and, as provided
in Article XI hereof, any expenses of the Trustee) charged against, the Trust
Corpus shall be for the account of the Company and the Company shall be
obligated to reimburse the Trust Corpus following a Potential Change in Control
or a Change in Control of the Company for any loss in principal amount of, or
expense charged against, the Trust Corpus except to the extent that the fair
market value of the Trust Corpus as of that date equals or exceeds the Required
Funding Amount as of that date. The Trustee shall promptly notify the Company
in writing of the amount of such reimbursement. The Company agrees that, upon
receipt of such notice, it will deliver to the Trustee to be held in the Trust
an amount in cash equal to any reimbursement amount specified by the Trustee,
together with interest from the date of receipt of such notice based upon the
daily average of the prime rate charged by the Trustee.

ARTICLE VII
Payments to Plan Participants and Their Beneficiaries

7.1 Appointment of Recordkeeper. It is recognized that the Trustee shall have
no responsibility hereunder for the continued retention of the Recordkeeper
and/or any responsibility assigned to the Recordkeeper or its performance
thereof. The Company shall pay the Trustee for all fees and expenses of the
Recordkeeper.

7.2 Maintenance of Records. Except for the records dealing solely with the
Trust Corpus and its investment, which shall be maintained by the Trustee, the
Recordkeeper shall maintain all the records contemplated by this Trust
Agreement, including the maintenance of the separate Accounts of each Plan under
this Trust Agreement and the maintenance of Plan Participants' Plan interests.
The Recordkeeper shall maintain individual records with respect to each Plan
Participant's interest under each Plan.

7.3 Company Information. As soon as practicable, but in no event later than
thirty (30) days following the establishment of this Trust, the Recordkeeper
shall identify to the Company in writing the information deemed necessary to
enable the Recordkeeper to determine the amount of benefits payable to or with
respect to each Plan Participant in each Plan, including any benefits payable
after the Plan Participant's death, and the recipient. The Company shall
furnish the information needed by the Recordkeeper in order to determine the
amount of any such benefit, and shall deliver to the Recordkeeper a letter of
instructions:

(a) describing the terms of each Plan;

(b) enclosing a copy of each Plan;

(c) listing the names, addresses, and Hay points or grade levels under the
salary administration program then in effect, for the Plan Participants (and
beneficiaries) covered by each Plan;

(d) setting forth the timing, form of distributions, and formula or other
methodology for determining the amounts to be paid to each Plan Participant
and beneficiary under each Plan; and

(e) instructing the Recordkeeper how and from whom to get any other
information needed to compute benefits under each Plan.

The Company shall regularly, at least annually, furnish revised up-dated
information to the Recordkeeper. In the event the Company refuses or neglects
to provide updated Plan Participant information, as contemplated herein, the
Recordkeeper shall be entitled to rely upon the most recent information
furnished to it by the Company.

7.4 Payment Schedule. Within forty-five (45) days following a Change in
Control or Potential Change in Control (or when the Company otherwise makes
contributions to the Trust), the Recordkeeper, on behalf of the Company, shall
deliver to the Trustee a schedule (the "Payment Schedule") that indicates in the
case of all Plans, the amounts payable (including the fees and expenses incurred
by the Plans) in respect of each Plan Participant (and his or her
beneficiaries). The Payment Schedule shall be updated by the Recordkeeper as
necessary, but on at least an annual basis, in order to reflect changes therein.
Except as otherwise provided herein, the Trustee shall make payments to the Plan
Participants and their beneficiaries in accordance with

such Payment Schedule and shall pay such fees and expenses, unless paid by the
Company. The Trustee shall make provision for the reporting and withholding of
any federal, state or local taxes that may be required to be withheld with
respect to the payment of benefits pursuant to the terms of the Plans and shall
pay amounts withheld to the appropriate taxing authorities or determine that
such amounts have been reported, withheld and paid by the Company.

7.5 Entitlement to Benefits. The entitlement of a Plan Participant or his or
her beneficiaries to benefits under the Plans shall be determined promptly by
the Committee, and any claim for such benefits shall be considered and reviewed
by the Committee under the procedures set out in the Plans. As soon as is
reasonably practicable following any such review or determination by the
Committee, the Committee shall give notice of its findings to the Recordkeeper,
together with updated information as needed, in order to permit the Recordkeeper
to make a final determination of the benefits to be paid. Upon notice of such
findings by the Committee, the Recordkeeper promptly will make a final
determination of the amounts payable and will notify the Committee.

7.6 Payment of Benefits. The Company may make payment of benefits directly
to Plan Participants or their beneficiaries as they become due under the terms
of the Plans. The Company shall notify the Trustee and Recordkeeper of its
decision to make payment of benefits directly prior to the time amounts are
payable to Participants or their beneficiaries. Within thirty (30) days of
making any such direct payment, the Company shall provide the Trustee and the
Recordkeeper with a certification, in a form acceptable to each, indicating the
date and amount of such direct payment of benefits by the Company.

7.7 Notice of Benefits Payable. The Recordkeeper shall notify the Plan
Participant or the beneficiary of a deceased Plan Participant that the Plan
Participant's benefits under a Plan have become payable. Such notice shall
include the amount of such benefits, the manner of payment (or, where
appropriate, the various payment options available) and the name, address and
social security number of the Plan Participant. Neither the Trustee nor the
Recordkeeper shall have any responsibility for determining whether any Plan
Participant or beneficiary has become entitled to any benefit under any of the
Plans, or whether any Plan Participant or beneficiary has died, and each of the
Trustee and the Recordkeeper shall be entitled to rely solely upon information
furnished by the Committee.

7.8 Source of Payments. All benefits payable from the Trust Corpus to a Plan
Participant or his beneficiary under a Plan shall be paid solely from the
Account of such Plan. Upon the satisfaction of all liabilities under a Plan in
respect of Plan Participants under a Plan, the Recordkeeper shall prepare and
deliver to the Trustee a certification showing the balance, if any, remaining in
the Account for such Plan. Such balance shall thereupon be reallocated ratably
by the Recordkeeper to the Accounts of other Plans covered by this Trust
(including Accounts which

may have previously been reduced to a zero balance) in the ratio that
liabilities in respect of each such Plan bear to the total liabilities of all
such Plans. Upon the satisfaction of all liabilities of the Company under all
Plans, the Recordkeeper shall prepare and deliver a certification to the Trustee
and the Trustee shall thereupon distribute the Trust Corpus to the Company.

7.9 Tax on Amounts Held in Trust Prior to Distribution. Except as otherwise
provided herein, in the event of any final determination by the Internal Revenue
Service or a court of competent jurisdiction, which determination is not
appealable or with respect to which the time for appeal has expired, or the
receipt by the Trustee of a substantially unqualified opinion of tax counsel
selected by the Trustee, which determination determines, or which opinion
opines, that the Plan Participants or any particular Plan Participant is subject
to federal income taxation on amounts held in trust hereunder prior to the
distribution to the Plan Participants or Plan Participant of such amounts, the
Trustee, on receipt by the Trustee of such opinion or notice of such
determination, shall pay to each Plan Participant the portion of the Trust
Corpus includable in such Plan Participant's federal gross income, less
applicable taxes. The Trustee shall not be required to obtain such opinion of
tax counsel unless the Internal Revenue Service, the Company, or the
Recordkeeper suggests to the Trustee that any of the Plan Participants may be
subject to income taxation on amounts held in the Trust prior to a distribution
hereunder and Trustee has doubts with respect thereto.

7.10 Indemnification of Recordkeeper by Company. The Company agrees to
indemnify and hold harmless the Recordkeeper from and against any and all
damages, losses, claims, fees or expenses as incurred (including expenses of
investigation and fees and disbursements of counsel to the Recordkeeper) arising
out of or in connection with the performance by the Recordkeeper of its duties
hereunder. In the event that payment is made to the Recordkeeper from the Trust
Corpus, as provided in Section 7.1 hereof, the Trustee shall promptly notify the
Company in writing of the amount of such payment. The Company agrees that, upon
receipt of such notice, it will deliver to the Trustee to be held in the Trust
an amount in cash equal to any payments made from the Trust Corpus to the
Trustee pursuant to this Section 7.10, together with interest from the date of
receipt of such notice based upon the daily average of the prime rate charged by
the Trustee. The failure of the Company to transfer any such amount shall not
in any way impair the Recordkeeper's right to indemnification, reimbursement and
payment pursuant to Section 7.1 hereof or this Section 7.10.

7.11 Resignation, Discharge & Replacement of Recordkeeper. The Recordkeeper
may resign and be discharged from its duties hereunder at any time by giving
notice in writing of such resignation to the Company, or if a Change in Control
shall previously have occurred, to the Company and the Trustee, specifying a
date (not less than sixty (60) days after the giving of such

notice) when such resignation shall take effect. Promptly after such notice, the
Company, or if a Change in Control shall previously have occurred, the
Continuing Directors (or, if there are no Continuing Directors then by
affirmative vote of at least three fourths (3/4) of the current Board of
Directors) shall appoint a successor recordkeeper, such successor recordkeeper
to become Recordkeeper hereunder upon the resignation date specified in such
notice. If a successor recordkeeper is not appointed within sixty (60) days
after such notice, the Recordkeeper shall be entitled, at the expense of the
Company, to petition a United States District Court or any court of competent
jurisdiction in the state in which the Recordkeeper maintains its principal
place of business to appoint its successor. The Recordkeeper shall continue to
serve until its successor accepts the responsibility of recordkeeper. The
Company, or if a Change in Control shall previously have occurred, the
Continuing Directors (or, if there are no Continuing Directors then by
affirmative vote of at least three fourths (3/4) of the current Board of
Directors) may at any time substitute a new recordkeeper by giving fifteen (15)
days' notice thereof to the Recordkeeper then acting. In the event of such
removal or resignation, the Recordkeeper shall provide its successor with the
records and information in its possession relating to the performance of its
duties under this Trust Agreement.

On or after a Change in Control, any successor recordkeeper appointed under
this Section 7.11, shall be an actuarial firm (or other third party providing
such services) by reputation and experience comparable to, and at least as well-
recognized as, the former Recordkeeper.

ARTICLE VIII
Payments to Trust Beneficiary When Company Is Insolvent

8.1 Responsibilities of Trustee in Insolvency. At all times during the
continuance of this Trust as provided in Section 3.4 hereof, the principal and
income of the Trust shall be subject to claims of general creditors of Company
under federal and state law, as set forth below:

(a) The Board of Directors and the Chief Executive Officer of the Company
shall have the duty to immediately inform the Trustee in writing of the
Company's Insolvency. If a person claiming to be a creditor of the Company
alleges in writing to the Trustee that the Company has become Insolvent, the
Trustee shall determine whether the Company is Insolvent and, pending such
determination, the Trustee shall discontinue payment of benefits to Plan
Participants or their beneficiaries.

(b) Unless the Trustee has actual knowledge of the Company's Insolvency, or
has received notice from the Company or a person claiming to be a creditor
alleging that the Company is Insolvent, the Trustee shall have no duty to
inquire whether the Company is Insolvent. The Trustee may in all events rely
on such evidence concerning the Company's

solvency as may be furnished to the Trustee and that provides the Trustee with
a reasonable basis for making a determination concerning the Company's
solvency.

(c) If at any time the Trustee has determined that the Company is
Insolvent, the Trustee shall discontinue payments to Plan Participants or
their beneficiaries and shall hold the assets of the Trust for the benefit of
the Company's general creditors. Nothing in this Trust Agreement shall in any
way diminish any rights of Plan Participants or their beneficiaries to pursue
their rights as general creditors of the Company with respect to benefits due
under the Plans or otherwise.

(d) The Trustee shall resume the payments of benefits to Plan Participants
or their beneficiaries in accordance with Article VII of this Trust Agreement
only after the Trustee has determined that the Company is not Insolvent (or is
no longer Insolvent).

8.2 Resumption of Discontinued Payments. Provided that there are sufficient
assets, if the Trustee discontinues the payment of benefits from the Trust
pursuant to Section 8.1 hereof and subsequently resumes such payments, the first
payment following such discontinuance shall include the aggregate amount of all
payments due to Plan Participants or their beneficiaries under the terms of the
Plans for the period of such discontinuance, less the aggregate amount of any
payments made to Plan Participants or their beneficiaries by the Company in lieu
of the payments provided for hereunder during any such period of discontinuance.

ARTICLE IX
Payments to the Company

9.1 Reversion of Funds to Company. In the event the Company delivers the
Required Funding Amount to the Trustee because of a Potential Change in Control,
the Trust Corpus shall be returned to the Company one (1) year after delivery of
the Required Funding Amount to the Trustee (or earlier if this Trust is
terminated pursuant to Section 3.2 hereof, less than one (1) year following a
Potential Change in Control) if no Change in Control shall have occurred during
such one-year period, and the Board of Directors determines, and so certifies to
the Trustee, that a Change in Control is not imminent. Such one-year period
shall recommence in the event of and upon the date of any subsequent Potential
Change in Control. If another Potential Change in Control should occur after
the Trust Corpus has been returned to the Company as provided in this Section
9.1, the Company shall deliver a new Required Funding Amount to the Trustee
pursuant to Article V above. The Company shall notify the Trustee of the
occurrence of a Potential Change in Control and Change in Control and the
Trustee may rely on such notice.

9.2 Limitation Upon Company's Ability to Direct Payments. After the Trust has
become irrevocable, the Company shall have no right or power to direct the
Trustee to return to the

Company or to divert to others any of the Trust assets before all payments of
benefits have been made to Plan Participants and their beneficiaries pursuant to
the terms of the Plans.

ARTICLE X
Powers, Duties & Responsibilities of Trustee

10.1 Limitation of Liability. The duties and responsibilities of the Trustee
shall be limited to those expressly set forth in this Trust Agreement, and no
implied covenants or obligations shall be read into this Trust Agreement against
the Trustee. The Trustee shall not be liable for any act taken or omitted to be
taken hereunder if taken or omitted to be taken by it in good faith. The
Trustee shall also be fully protected in relying upon any notice given hereunder
which it in good faith believes to be genuine and executed and delivered in
accordance with this Trust Agreement. The Trustee may consult with legal
counsel to be selected by it, and the Trustee shall not be liable for any action
taken or suffered by it in good faith in accordance with the advice of such
counsel.

10.2 Maintenance of Administrative Records. The Trustee shall maintain such
books, records and accounts as may be necessary for the proper administration of
the Trust Corpus and shall render to the Company on a monthly basis commencing
on the first day of the month following the date this Trust Agreement was
created until the termination of the Trust (and as of the date of such
termination), an accounting with respect to the Trust Corpus as of the end of
such month (and as of the date of such termination). After a Change in Control
or a Potential Change in Control has occurred, and once the Required Funding
Amount has been contributed to the Trust, the Recordkeeper shall receive a
monthly accounting, and the Plan Participants may request an annual accounting
with respect to the Trust Corpus. Unless the Company (or any Plan Participant
after a Change in Control of the Company has occurred) shall have filed with the
Trustee written exceptions or objections to any such statement and account
within one hundred eighty (180) days after receipt thereof, the Company and all
Plan Participants shall be deemed to have approved such statement and account,
and in such case the Trustee shall be forever released and discharged with
respect to all matters and things reported in such statement and account as
though it had been settled by a decree of a court of competent jurisdiction in
an action or proceeding to which the Company and all Plan Participants were
parties.

The Trustee shall have the right, at the expense of the Trust, to apply at any
time to a court of competent jurisdiction for judicial settlement of any account
of the Trustee not previously settled as herein provided or for the
determination of any question of construction or for instructions. In any such
action or proceeding it shall be necessary to join as parties only the Trustee
and the Company (although the Trustee may also join such Plan Participants as it
may deem appropriate), and any judgment or decree entered therein shall be
conclusive.

10.3 Reimbursement of Costs & Expenses. The Trustee shall be reimbursed by
the Company for its reasonable expenses incurred in connection with the
performance of its duties hereunder (including, without limitation, legal fees
and expenses under Section 10.5 hereof) and shall be paid such fees for the
performance of such duties as may be agreed upon in writing from time to time
between the Company and the Trustee. After a Change in Control of the Company
has occurred, the fees of the Trustee shall be determined by the application of
the current rates then charged by the Trustee for the provision of the types of
investment and Trustee services contemplated in this Trust Agreement to Trusts
of a similar character. The Trustee's entitlement to reimbursement hereunder
shall not be affected by the resignation or removal of the Trustee or the
termination of the Trust.

10.4 Indemnification of Trustee by Company. The Company agrees to indemnify
and hold harmless the Trustee from and against any and all liabilities, damages,
losses, claims or expenses as incurred (including expenses of investigation and
fees and disbursements of counsel to the Trustee and any taxes imposed on the
Trust Corpus or income of the Trust) arising out of or in connection with the
performance by the Trustee of its duties hereunder. Any amount payable to the
Trustee under Section 10.3 hereof, or under this Section 10.4, and not
previously paid by the Company shall be paid by the Company promptly upon demand
therefor by the Trustee or, if the Trustee so chooses in its sole discretion,
from the Trust Corpus. In the event that payment is made hereunder to the
Trustee from the Trust Corpus, the Trustee shall promptly notify the Company in
writing of the amount of such payment. The Company agrees that, upon receipt of
such notice, it will deliver to the Trustee to be held in the Trust an amount in
cash equal to any payments made from the Trust Corpus to the Trustee pursuant to
Section 10.3 hereof, or pursuant to this Section 10.4, together with interest
from the date of receipt of such notice based upon the daily average of the
prime rate charged by the Trustee. The failure of the Company to transfer any
such amount shall not in any way impair the Trustee's right to indemnification,
reimbursement and payment pursuant to Section 10.3 hereof, or pursuant to this
Section 10.4.

10.5 Institution of Litigation. Following a Potential Change in Control or a
Change in Control of the Company, the Trustee is specifically authorized and
required to take such action as may be necessary or appropriate, including the
institution of litigation or other legal process, to enforce the Company's
obligations hereunder or under the Plans on behalf of either itself or the Plan
Participants (or their beneficiaries), and any expenses thus incurred by the
Trustee shall be paid or reimbursed by the Company pursuant to Section 10.3 and
10.4 hereof.

10.6 Powers of Trustee. The Trustee shall have, without exclusion, all
powers conferred on Trustees by applicable law, unless expressly provided
otherwise herein; provided, however, that if an insurance policy is held as an
asset of the Trust upon direction of the Company, the Trustee

shall have no power to name a beneficiary of the policy other than the Trust, to
assign the policy (as distinct from conversion of the policy to a different
form) other than to a successor trustee, or to loan to any person the proceeds
of any borrowing against such policy. Notwithstanding any powers granted to the
Trustee pursuant to this Trust Agreement or applicable law, the Trustee shall
not have any power that could give this Trust the objective of carrying on a
business and dividing the gains therefrom, within the meaning of Section
301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant
to the Internal Revenue Code.

ARTICLE XI
Resignation and Removal of Trustee

11.1 Resignation of Trustee. The Trustee may resign at any time by written
notice to the Company, which shall be effective sixty (60) days after receipt of
such notice unless the Company and Trustee agree otherwise. If a Change in
Control shall previously have occurred, the Trustee shall give such resignation
notice, in writing, to the Company and the Continuing Directors, specifying a
date (not less than sixty (60) days after the giving of such notice) when such
resignation shall take effect.

11.2 Removal and Substitution of Trustee. The Company, or if a Change in
Control shall previously have occurred, the Continuing Directors (or, if there
are no Continuing Directors, then by affirmative vote of at least three-fourths
(3/4) of the then-current Board of Directors), may at any time substitute a new
Trustee by giving fifteen (15) days notice thereof to the Trustee then acting.

11.3 Appointment of Successor Trustee. Promptly after the giving of notice
of resignation by the Trustee under Section 11.1 hereof, the Company, or if a
Change in Control shall previously have occurred, the Continuing Directors (or,
if there are no Continuing Directors, then by affirmative vote of at least
three-fourths (3/4) of the then-current Board of Directors), shall appoint a
successor trustee, such successor trustee to become Trustee hereunder upon the
resignation date specified in such notice.

On or after a Change in Control, any successor trustee appointed or
otherwise designated under any provision of this Article XI, shall be a bank
trust department or other third party that, on the date of appointment:

(a) may be granted corporate trustee powers under the federal or state law
of the United States of America and is, in fact, duly qualified and authorized
to do trust business;

(b) has total assets of at least Ten Billion Dollars ($10,000,000,000); and

(c) has a credit rating of "A" or better from ▇▇▇▇▇'▇ Investors Service (or
other comparable credit rating from another similarly well-recognized credit
rating service).

11.4 Failure to Appoint Successor Trustee. If a successor trustee is not
appointed:

(a) in the case of resignation of the Trustee, within sixty (60) days after
the giving of the Trustee's notice of resignation under Section 11.1 hereof;
or

(b) in the case of removal of the Trustee, within fifteen (15) days after
the giving of notice of such removal to the Trustee under Section 11.3 hereof,
then the Trustee shall be entitled to petition a United States District Court,
or any court of competent jurisdiction in the state in which the Trustee
maintains its principal place of business, to appoint a successor trustee or
provide instructions. All expenses incurred by the Trustee in connection with
such petition shall be allowed as administrative expenses of the Trust under
Section 10.5 hereof.

11.5 Statements of Account Upon Removal or Resignation. In the event of such
removal or resignation, the Trustee shall duly file with the Company and, on and
after a Change in Control, the Continuing Directors (or, if there are no
Continuing Directors then, the Board of Directors) a written statement or
statements of accounts and proceedings as provided in Section 10.2 hereof for
the period since the last previous annual accounting of the Trust, and if
written objections to such account are not filed as provided in Section 10.2
hereof, the Trustee shall to the maximum extent permitted by applicable law be
forever released and discharged from all liability and accountability with
respect to the propriety of its acts and transactions shown in such Account.

11.6 Transfer of Trust Corpus to Successor Trustee. Upon resignation or
removal of the Trustee and appointment of a successor trustee, all assets shall
subsequently be transferred to the successor trustee. The transfer shall be
completed within sixty (60) days after receipt of notice of resignation, removal
or transfer, unless the Company or the Continuing Directors (or, if there are no
Continuing Directors, then by affirmative vote of at least three fourths (3/4)
of the then-current Board of Directors) extends the time limit. The Trustee
shall continue to serve until the successor trustee accepts the Trust and
receives delivery of the Trust Corpus.

ARTICLE XII
Authorization

12.1 Actions by Board of Directors; Committee. Any action of the Board of
Directors or by the Committee pursuant to this Trust Agreement shall be
evidenced by a resolution adopted by the Board of Directors (or a duly
authorized committee thereof) or the Committee that is certified to the Trustee
by the Secretary or an Assistant Secretary of the Company under its corporate
seal and the Trustee shall be fully protected in acting in accordance with such
resolution.

12.2 Actions by Chief Executive Officer; Treasurer. Any action of the Chief
Executive Officer or Treasurer pursuant to this Trust Agreement shall be
evidenced by a written notice or direction

to such effect over the signature of such officer, and the Trustee and the
Recordkeeper each shall be shall be fully protected in acting in accordance with
such notices or directions.

12.3 Other Actions of Company. Any action of the Company pursuant to this
Trust Agreement shall be evidenced by a written notice or direction to such
effect over the signature of any officer or other representative of the Company
who shall have been certified to the Trustee by the Chief Executive Officer,
President, Treasurer or Secretary (or any Assistant Secretary) of the Company as
having such authority. The Chief Executive Officer, President, Treasurer or
Secretary (or any Assistant Secretary) of the Company shall provide to the
Trustee in writing from time to time the names and specimen signatures of the
officers and other representatives authorized to act on behalf of the Company.
The Trustee and the Recordkeeper each shall be shall be fully protected in
acting in accordance with such notices or directions.

12.4 Actions by the Committee. Any action of the Committee pursuant to this
Trust Agreement shall be evidenced by:

(a) a resolution adopted by a majority vote of the members of such
Committee, that is certified to the Trustee by the Secretary (or any Assistant
Secretary) of the Committee; or

(b) a written notice or direction to such effect over the signatures of a
majority of the members of such Committee, who shall have been certified to
the Trustee by the Secretary (or any Assistant Secretary) of the Committee as
having such authority. The Secretary (or any Assistant Secretary) of the
Committee shall provide to the Trustee in writing the names and specimen
signatures of the members of the Committee as such may be constituted from
time to time.

The Trustee and the Recordkeeper each shall be shall be fully protected in
acting in accordance with such resolutions, notices or directions of the
Committee.

ARTICLE XIII
Notices

13.1 Notices. All notices, requests, reports, demands and waivers to or upon
the respective parties hereto to be effective shall be in writing, by messenger,
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; or
(b) upon receipt.

Such communications shall be addressed and directed to the parties listed
below (except where this Trust Agreement expressly provides that it be directed
to another) as follows, or to such other address or recipient for a party as may
be hereafter notified by such party hereunder:

If to the Company (or any directors or officers thereof), or to the Committee:

SUNOCO, INC.
Ten Penn Center, 27th Floor
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: General Counsel

If to the Trustee:

BANKERS TRUST COMPANY
Street Address: Mailing Address
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President

If to the Recordkeeper:

TOWERS, PERRIN, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, INC.
Centre Square East
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Sunoco, Inc. Retirement Plan Actuary
c/o Philadelphia Consulting Office Manager

If to a Plan Participant, to the address of such Plan Participant provided by
the Recordkeeper.

ARTICLE XIV
Miscellaneous

14.1 No Contract of Employment. Neither the establishment of this Trust, nor
any modification thereof, nor the payment of any benefits in connection
herewith, shall be construed as giving any Plan Participant, or any person
whosoever, the right to be retained in the service of the Company, and all Plan
Participants shall remain subject to discharge to the same extent as if this
Trust had never been established.

14.2 Rights of Plan Participants. Nothing in this Trust Agreement shall in
any way diminish any rights of any Plan Participant to pursue his or her rights
as a general creditor of the Company (or certain of its subsidiaries) under the
Plans.

14.3 Amendment or Waiver.

(a) Amendment Prior to Change in Control. This Trust Agreement may be
amended only by a written instrument executed by the Trustee, the Recordkeeper
and the Company. In case of conflict between the terms of this Trust
Agreement and the terms of the Plans, the terms of the Trust Agreement shall
control; provided, however, that:

(1) provisions that, in the determination of the Company, affect solely
the Trustee may, at the option of both the Trustee and the Company, be
amended by a writing executed only by the Company and the Trustee, with a
copy of such writing being provided to the Recordkeeper; and

(2) provisions that, in the determination of the Company, affect solely
the Recordkeeper may, at the option of both the Recordkeeper and the
Company, be amended by a writing executed only by the Company and the
Recordkeeper, with a copy of such writing being provided to the Trustee.

(b) Amendment Following Change in Control. Upon and after a Change in
Control, and unless otherwise required by applicable statute or regulation,
the following rules will govern amendments and waivers:

(1) this Trust Agreement may not be amended except by an instrument in
writing signed on behalf of the parties hereto together with the written
consent of at least eighty percent (80%) of the Plan Participants then
entitled to receive payments hereunder;

(2) the parties hereto, together with the consent of not less than eighty
percent (80%) of the Plan Participants then entitled to receive payments
hereunder, may at any time waive compliance with any of the agreements or
conditions contained herein; and

(3) any agreement on the part of a party hereto or an Plan Participant to
any such waiver shall be valid if set forth in an instrument in writing
signed on behalf of such party or Plan Participant.

14.4 Severability of Provisions. If any provision of this Trust Agreement or
the application thereof to any person or circumstances shall be determined by a
court of proper jurisdiction to be invalid or unenforceable, such invalidity or
unenforceability shall not affect either:

(a) the application of such provision to persons or circumstances other
than those as to which it is held invalid or unenforceable; or

(b) any other provisions of this Trust Agreement (in which case, this Trust
Agreement shall be construed and enforced as if such invalid or unenforceable
provisions had not been included),

and this Trust Agreement shall be otherwise valid and enforced to the fullest
extent permitted by law.

14.5 Non-Alienability of Benefits. Except as otherwise required by law, the
interests of the Plan Participants and their beneficiaries under this Trust may
not be anticipated, assigned (either

at law or in equity), alienated, pledged, encumbered or subjected to attachment,
garnishment, levy, execution or other legal or equitable process.

14.6 Further Assurances. The Company shall, at any time and from time to
time, upon the reasonable request of the Trustee and/or Recordkeeper, execute
and deliver such other instruments and do such further acts as may be necessary
or proper to effectuate the purposes of this Trust Agreement.

14.7 Successors, Heirs, Assigns, and Personal Representatives. This Trust
Agreement shall be binding upon the administrators, successors and permitted
assigns of the parties.

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

14.9 Gender and Number. Except where otherwise clearly indicated by context,
the masculine and the neuter shall include the feminine and the neuter, the
singular shall include the plural, and vice-versa.

14.10 Payments to Incompetent Persons, Etc. Any benefit payable hereunder to
or for the benefit of a minor, an incompetent person, or other person incapable
of receipting therefor shall be deemed paid when paid to such person's guardian
or to the party providing or reasonably appearing to provide for the care of
such person, and such payment shall fully discharge the Company, the
Recordkeeper, the Trustee and all other parties with respect thereto.

14.11 Governing Law; Situs of Trust. TO THE EXTENT NOT PREEMPTED BY
APPLICABLE FEDERAL LAW, THIS TRUST SHALL BE CONSTRUED AND ENFORCED ACCORDING TO
THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ANY PROVISIONS OF SUCH
LAWS REGARDING CHOICE OF LAWS OR CONFLICTS OF LAWS). THE SITUS OF THIS TRUST
SHALL BE NEW YORK COUNTY, NEW YORK.

14.12 Counterparts. This Trust Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and such counterparts
shall constitute but one and the same instrument.

14.13 Acceptance by Trustee. The Trustee by joining in the execution of this
Trust Agreement hereby signifies its acceptance of the Trust hereby created.

14.14 Insurance Policies. Anything in this Trust Agreement to the contrary
notwithstanding, the Company may direct the Trustee to purchase one or more paid
up life insurance policies insuring the lives of one or more Plan Participants.
In such event, the Trustee will purchase such policies and shall not be
responsible under this Trust Agreement, or otherwise, in any way respecting the
acquisition, form, terms, payment provisions or issuer of such contract (other
than the execution of any documents incidental thereto, upon discretion of the
Company). The

proceeds of any policy shall be credited to the applicable Plan upon death of
the insured Plan Participant.

14.15 Survival. The Company agrees that the provisions of Sections 10.3 and
10.4 hereof shall be binding on its successors and assigns and shall survive
termination, amendment or restatement of this Trust Agreement, or the
resignation or removal of the Trustee, and that this paragraph shall be
construed as a contract between the Company and the Trustee according to the
laws of the State of New York.

14.16 Entire Understanding. This Trust Agreement sets forth the entire
understanding of the parties with respect to the subject matter hereof and
supersedes any and all prior agreements, arrangements and understandings
relating thereto. This Trust Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and legal
representatives.

[COUNTERPART SIGNATURE PAGES FOLLOW]

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

ATTEST: SUNOCO, INC.
(the "Company")

By: /s/ELRIC ▇. ▇▇▇▇▇▇ By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------- ---------------------
Name: Elric ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Secretary Title: Treasurer

ATTEST: BANKERS TRUST COMPANY
(the "Trustee")

By: /s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/▇▇▇▇▇ ▇▇▇▇▇▇
----------------- ---------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President and Counsel Title: Vice President

ATTEST: TOWERS, PERRIN, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, INC.
(the "Recordkeeper")

By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
------------------ -------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
Title: Director of Actuarial Operations Title: Principal

COMMONWEALTH OF PENNSYLVANIA )
) ss.
COUNTY OF PHILADELPHIA )

On the 12th day of January, in the year one thousand nine hundred and ninety-
nine (1999), before me personally came ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to me known, who being
by me duly sworn, did depose and say: that he/she resides in Philadelphia, PA;
that he/she is the Treasurer of SUNOCO, INC., the corporation described in and
which executed the above instrument; that he/she knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by order of the Board of Directors of said corporation,
and that he/she signed his/her name thereto by like order.

/s/▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
---------------------
Notary Public

STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )

On the 27th day of January, in the year one thousand nine hundred and ninety-
nine (1999), before me personally came ▇▇▇▇▇ ▇▇▇▇▇▇ to me known, who being by me
duly sworn, did depose and say: that he/she resides in Syosset, New York; that
he/she is a Vice President of BANKERS TRUST COMPANY, the corporation described
in and which executed the above instrument; that he/she knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by order of the Board of Directors of said corporation,
and that he/she signed his/her name thereto by like order.

/s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------
Notary Public

COMMONWEALTH OF PENNSYLVANIA )
) ss.
COUNTY OF PHILADELPHIA )

On the 15th day of January, in the year one thousand nine hundred and ninety-
nine (1999), before me personally came ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ to me known, who
being by me duly sworn, did depose and say: that he/she resides in New Jersey;
that he/she is the Principal of TOWERS, PERRIN, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, INC., the
corporation described in and which executed the above instrument; that he/she
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by order of the Board of Directors
of said corporation, and that he/she signed his/her name thereto by like order.

/s/▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------
Notary Public

Schedule 2.1
to the
Directors' Deferred Compensation and Benefits
Trust Agreement

Benefit Plans and Other Arrangements Subject to Trust

(1) Sunoco, Inc. Directors' Deferred Compensation Plan;

(2) The entire funding for all the Indemnification Agreements with the
directors set forth below shall be Five Million Dollars ($5,000,000.00) in the
aggregate upon a Potential Change in Control, and an amount upon a Change in
Control calculated on the basis of the Indemnification Agreements with the
following directors:

(a) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
(b) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
(c) ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(d) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
(e) ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
(f) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
(g) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
(h) ▇. ▇▇▇▇▇▇▇▇ Pew
(i) ▇▇▇▇▇▇▇ ▇. Pounds
(j) ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
(k) ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇

(3) Benefits payable to former directors of the Company (or their
beneficiaries) in pay status as of the date of termination of the Sunoco, Inc.
Non-Employee Directors' Retirement Plan.

DIRECTORS' DEFERRED COMPENSATION AND BENEFITS TRUST AGREEMENT

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