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                                                    EXHIBIT 10.12

                               SUN COMPANY, INC.
                   EXECUTIVE LONG-TERM STOCK INVESTMENT PLAN


1.   The fourth sentence of Section 2.6 of the Plan is deleted and replaced
     with the following:

          The number of shares subject to the restrictions shall be
          determined based on the optionee's method of financing the
          payment of the option price.  If the optionee finances the option
          exercise by borrowing money which is secured by unrestricted
          shares of Common Stock which will be sold to repay the loan, the
          number of shares subject to the restrictions shall be equal to
          the total number of shares received in the exercise of the option
          minus (i) the number of shares that needed to be sold in order to
          satisfy the loan, including interest thereupon, and any brokerage
          commissions involved in the sale of such stock and (ii) the
          number of shares which have a fair market value on the date of
          the option exercise equal to the applicable federal, state and
          local withholding tax on the option exercise.  If the optionee
          finances the payment of the option price by any other method, the
          number of shares subject to the restrictions shall be equal to
          the total number of shares received in the exercise of the option
          minus (i) the number of shares which have a fair market value on
          the date of the option exercise equal to the total amount paid
          for all the shares received in the option exercise and (ii) the
          number of shares which have a fair market value on the date of
          the option exercise equal to the applicable federal, state and
          local withholding tax on the option exercise.