Exhibit 10-15


                                  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)      Raymond E. Cartledge
         (b)      Robert J. Darnall
         (c)      Mary J. Evans
         (d)      Ursula F. Fairbairn
         (e)      Thomas P. Gerrity
         (f)      Rosemarie B. Greco
         (g)      James G. Kaiser
         (h)      Robert D. Kennedy
         (i)      Richard H. Lenny
         (j)      Norman S. Matthews
         (k)      R. Anderson Pew
         (l)      G. Jackson Ratcliffe
         (m)      Alexander B. Trowbridge

     (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.