Exhibit 10.19


                               SUN COMPANY, INC.

                           EXECUTIVE RETIREMENT PLAN

                              Amendment No. 1998-2
                          ---------------------------


1. Section 1.11 is restated as follows:

   "1.11 'Earnings' means:

   (a)   For periods beginning after December 31, 1997, the sum of (i) base
         salary paid or payable to a Participant by the Company or an Affiliated
         Company and (ii) the actual incentive awards granted to a Participant
         pursuant to the Sun Company, Inc. Executive Incentive Plan, or the
         equivalent thereof pursuant to an incentive plan sponsored by an
         Employer, or

   (b)   For periods beginning prior to January 1, 1998, the sum of (i) base
         salary paid or payable to a Participant by the Company or an Affiliated
         Company and (ii) the actual incentive awards granted to a Participant
         pursuant to the Sun Company, Inc. Executive Incentive Plan, up to the
         Participant's unadjusted annual guideline bonus in effect for the
         Participant under such plan, or the equivalent thereof pursuant to an
         incentive plan sponsored by an Employer."

2. Section 1.16 is restated as follows:

   "1.16 'Final Average Earnings' means the greater of (a) 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, or (b) the Transition Final Average Earnings."

3. There is added a new Section 1.29 as follows:

   "1.29 'Transition Earnings' means:

   (a)   For periods beginning on or after September 1, 1997, and ending on or
         before December 31, 1998, the sum of (i) base salary paid or payable to
         a Participant by the Company or an Affiliated Company and (ii) the
         Participant's unadjusted annual guideline bonus in effect for the
         Participant under the Sun Company, Inc. Executive Incentive Plan or
         successor plans ("EIP") pro rated over the applicable period (e.g., for
         computation of Earnings for a one-month period, the unadjusted annual
         guideline bonus would be divided by 12); or

 
   (b)   For periods ending prior to September 1, 1997, the sum of (i) base
         salary paid or payable to a Participant by the Company or an Affiliated
         Company (including an amount equal to the value on the date of grant of
         any restricted stock units ("RSUs") designated as base salary, and not
         as short-term or long-term incentives, under the Sun Company, Inc.
         Long-Term Incentive Plan or the Sun Company, Inc. Executive Long-Term
         Stock Investment Plan, provided that such RSUs become vested and
         payable) and (ii) the dollars represented by (1) the Participant's
         unadjusted guideline incentive percentage in effect under the EIP
         during such period, multiplied by (II) the Participant's base salary
         paid or payable (as defined in subsection (b)(i) herein)."

4. There is added a new Section 1.30 as follows:

   "1.30 'Transition Final Average Earnings' means the arithmetic average of the
         Participant's aggregate Transition Earnings during the 36 calendar
         months of the 120-consecutive calendar month period of Service ending
         on the earlier of December 31, 1998, actual retirement or Termination
         Date (or the actual number of such months if less than 36) which
         produces the highest average."

5. This amendment is effective March 1, 1998.