<PAGE>
EXHIBIT 24.2
I, Ann C. Mule', Assistant General Counsel and Corporate Secretary of
Sunoco, Inc., hereby certify that the following is a true, correct and complete
copy of a resolution adopted at a meeting of the Board of Directors of Sunoco,
Inc., duly called and held on November 2, 2000 at which a quorum was present and
acting throughout, and that no action has been taken to rescind or amend said
resolution and that the same is now in full force and effect:
RESOLVED, That the Sunoco, Inc. Savings Restoration Plan (the "Plan")
is approved in the form attached to this resolution as "Exhibit SRP,"
with such amendments or modifications as may be approved by the
Chairman, Chief Executive Officer and President, and the Vice President,
Human Resources and Public Affairs; and
FURTHER RESOLVED, That subject to the authorization of the
Compensation Committee, the Chairman, Chief Executive Officer and
President, or the Vice President, Human Resources and Public Affairs, or
their delegates are authorized and directed to sign, in the name of and
on behalf of this Corporation, agreements and amendments thereto
evidencing deferred compensation obligations and other related
interests, and any other agreements, notes or instruments of any kind
whatsoever, and to take such other action as the Compensation Committee
may authorize or direct; and
FURTHER RESOLVED, That the Chairman, Chief Executive Officer and
President, the Vice President and Chief Financial Officer, and the
Comptroller are authorized to sign and file with the Securities and
Exchange Commission a registration statement, and amendments or
supplements thereto, registering deferred compensation obligations and
other related interests to be issued in accordance with the Plan, and to
take such further action to register or qualify the offer, sale and
issuance of the foregoing interests in accordance with the securities
laws and regulations of any state or foreign country as may be required;
and
<PAGE>
FURTHER RESOLVED, That the Chairman, Chief Executive Officer and
President, the Vice President, Human Resources and Public Affairs, of
the Corporation, and any respective delegate thereof (each such officer
and/or delegate being an "Authorized Officer") be, and each hereby is,
authorized, empowered and directed, on behalf of the Corporation and in
its name, to do all acts and things whatsoever as may be in any way
necessary or desirable in order to effectuate or carry out the purposes
and intent of the foregoing resolutions.
/s/ Ann C. Mule'
----------------
Ann C. Mule'
Assistant General Counsel and
Corporate Secretary
Philadelphia, PA
November 6, 2000 [CORPORATE SEAL]
