0001036050-00-000102 Sample Contracts

CERTIFICATE OF AMENDMENT ------------------------
Rights Agreement • February 7th, 2000 • Sunoco Inc • Petroleum refining

Pursuant to Section 27 of the Rights Agreement between Sun Company, Inc. (the "Company") and First Chicago Trust Company of New York, as Rights Agent (the "Rights Agent"), dated as of February 1, 1996, and last amended as of July 3, 1997 (the "Rights Agreement"), Sunoco, Inc., the successor by name change to the Company HEREBY CERTIFIES THAT:

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