Exhibit 10.18


                               SUN COMPANY, INC.

                           EXECUTIVE RETIREMENT PLAN

                              Amendment No. 1998-1
                              --------------------


1. Section 1.16 is restated as follows:

   "1.16 'Final Average Earnings' means the arithmetic average of the
         Participant's aggregate Earnings during the 36 calendar months of the
         last 120-consecutive calendar month period of Service immediately
         preceding the earlier of actual retirement or Termination Date (or the
         actual number of such months if less than 36) which produces the
         highest average."

2. This amendment is effective January 1, 1998.