1
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------- -------
3.(i) - Articles of Incorporation of Sun Company, Inc., as
amended and restated effective as of February 1,
1996 (incorporated by reference to Exhibit 3.(i)
of the Company's 1995 Form 10-K filed March 7, 1996,
File No. 1-6841).
3.(ii) - Sun Company, Inc. Bylaws, as amended and restated
effective as of February 1, 1996 (incorporated by
reference to Exhibit 3.(ii) of the Company's 1995
Form 10-K filed March 7, 1996, File No. 1-6841).
4.1 - Instruments defining the rights of security holders
of long-term debt of the Company and its subsidiaries
are not being filed since the total amount of
securities authorized under each such instrument
does not exceed 10 percent of the total assets of
the Company and its subsidiaries on a consolidated
basis. The Company will provide the SEC a copy of
any instruments defining the rights of holders of
long-term debt of the Company and its subsidiaries
upon request.
4.2 - Rights Agreement between Sun Company, Inc. and First
Chicago Trust Company of New York dated as of
February 1, 1996 (incorporated by reference to
Exhibit 99(b) of the Company's Current Report on
Form 8-K dated February 2, 1996, File No. 1-6841).
10.1* - Sun Company, Inc. Long-Term Incentive Plan
(incorporated by reference to Exhibit 10.1 of the
Company's 1995 Form 10-K filed March 7, 1996, File
No. 1-6841).
10.2* - Sun Company, Inc. Executive Retirement Plan
(incorporated by reference to Exhibit 10(d) of the
Company's Form SE filed March 13, 1992, File No.
1-6841).
10.3* - Sun Company, Inc. Directors' Deferred Compensation
Plan (incorporated by reference to Exhibit 10.3 of
the Company's 1995 Form 10-K filed March 7, 1996,
File No. 1-6841).
10.4* - Sun Company, Inc. Deferred Compensation Plan
(incorporated by reference to Exhibit 10.4 of the
Company's 1995 Form 10-K filed March 7, 1996, File
No. 1-6841).
10.5* - Sun Company, Inc. Pension Restoration Plan
(incorporated by reference to Exhibit 10.5 of the
Company's 1995 Form 10-K filed March 7, 1996, File
No. 1-6841).
2
10.6* - Sun Company, Inc. Executive Incentive Plan
(incorporated by reference to Exhibit 10.9 of the
Company's Form SE filed March 11, 1993, File No. 1-
6841).
10.7* - Amendment No. 1996-1 to the Sun Company, Inc.
Savings Restoration Plan, effective April 1, 1996.
The Sun Company, Inc. Savings Restoration Plan
(prior to Amendment No. 1996-1) is incorporated by
reference to Exhibit 10.7 of the Company's 1995 Form
10-K filed March 7, 1996, File No. 1-6841.
10.8* - Sun Company, Inc. Retainer Stock Plan for Outside
Directors (incorporated by reference to Exhibit 10.9
of the Company's 1995 Form 10-K filed March 7, 1996,
File No. 1-6841).
10.9* - Sun Company, Inc. Executive Long-Term Stock
Investment Plan, as amended effective as of December
4, 1996.
10.10 - Deposit Agreement for Series A Cumulative Preference
Stock (incorporated by reference to Exhibit 99(g)(4)
of the Sun Company, Inc. Schedule 13E-4 filed June
13, 1995, File No. 1-6841).
10.11* - Form of Indemnification Agreement as of February 1,
1996, individually entered into between Sun Company,
Inc. and various directors and officers as set forth
more fully in the schedule attached therein
(incorporated by reference to Exhibit 10.15 of the
Company's 1995 Form 10-K filed March 7, 1996, File
No. 1-6841).
10.12* - Trust Under Sun Company, Inc. Directors' Deferred
Compensation Plan, dated as of February 1, 1996.
10.13* - Sun Company, Inc. Deferred Compensation and Benefits
Trust, dated as of February 1, 1996.
10.14* - Agreement of employment entered November 15, 1996 by
and between the Company and John G. Drosdick.
11 - Statements re Sun Company, Inc. and Subsidiaries
Computation of Per Share Earnings for the Years
Ended December 31, 1996, 1995 and 1994.
12 - Statements re Sun Company, Inc. and Subsidiaries
Computation of Ratio of Earnings to Fixed Charges
for the Years Ended December 31, 1996, 1995, 1994,
1993 and 1992.
3
13 - Sun Company, Inc. 1996 Annual Report to Shareholders
Financial Section.
21 - Subsidiaries of Sun Company, Inc.
23.1 - Consent of Ernst & Young LLP.
23.2 - Consent of Coopers & Lybrand L.L.P.
23.3 - Report of Coopers & Lybrand L.L.P.
24.1 - Power of Attorney executed by certain officers and
directors of Sun Company, Inc.
24.2 - Certified copy of the resolution authorizing certain
officers to sign on behalf of Sun Company, Inc.
27 - Article 5 of Regulation S-X, Financial Data Schedule.
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*These exhibits constitute the Executive Compensation Plans and
Arrangements of the Company.