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EXHIBIT 24.1
POWER OF ATTORNEY
WHEREAS, Sunoco, Inc., a Pennsylvania corporation (the "Company") intends
to file a registration statement on Form S-8 with the Securities and Exchange
Commission (the "Registration Statement"), in order to register, under the
provisions of the Securities Act of 1933, as amended (the "Act"), deferred
compensation obligations of Sunoco, Inc., and other interests distributable
under the Sunoco, Inc. Savings Restoration Plan (the "Plan") to select employees
of the Company and its subsidiaries;
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned officers
and/or directors of Sunoco, Inc. hereby appoints and constitutes John G.
Drosdick, Thomas W. Hofmann, and Joseph P. Krott, and each of them severally,
either of whom may act without the joinder of the other, as his or her true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign the Registration Statement and any and all
amendments, including post-effective amendments, thereto, and all other
documents and instruments in any way incidental or necessary therewith
(including, without limitation, any registration statements filed pursuant to
General Instruction E to Form S-8), and to file the same with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to perform each and every act and thing appropriate or necessary
to be done, as fully and for all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents or any of them, or their substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
This Power of Attorney may be executed by the undersigned, in identical
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same document.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 2nd day
of November, 2000.
Signatures Titles
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/s/RAYMOND E. CARTLEDGE Director
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Raymond E. Cartledge
/s/ROBERT J. DARNALL Director
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Robert J. Darnall
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/s/JOHN G. DROSDICK Chairman of the Board, Chief
-------------------
John G. Drosdick Executive Officer, President
and Director
(Principal Executive Officer)
/s/MARY JOHNSTON EVANS Director
----------------------
Mary Johnston Evans
/s/THOMAS P. GERRITY Director
--------------------
Thomas P. Gerrity
/s/ROSEMARIE B. GRECO Director
---------------------
Rosemarie B. Greco
/s/THOMAS W. HOFMANN Vice President and Chief
--------------------
Thomas W. Hofmann Financial Officer
(Principal Financial Officer)
/s/JAMES G. KAISER Director
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James G. Kaiser
/s/ROBERT D. KENNEDY Director
--------------------
Robert D. Kennedy
/s/JOSEPH P. KROTT Comptroller
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Joseph P. Krott (Principal Accounting
Officer)
/s/NORMAN S. MATTHEWS Director
---------------------
Norman S. Matthews
/s/R. ANDERSON PEW Director
------------------
R. Anderson Pew
Director
--------------------
G. Jackson Ratcliffe
/s/ALEXANDER B. TROWBRIDGE Director
--------------------------
Alexander B. Trowbridge
