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Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That the undersigned officers and/or
directors of Sunoco, Inc., a Pennsylvania corporation ("Company") which intends
to file with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form
S-3 with respect to registration under the Act of up to $1.5 billion of debt
securities, preference stock, common stock and warrants of the Company, and
trust preferred securities of Sunoco Capital I and Sunoco Capital II (the
"Registration Statement"), each hereby constitutes and appoints the Vice
President and Chief Financial Officer, the Corporate Secretary, and the
Comptroller, or any of them, each with power to act without the other, his or
her true and lawful attorneys-in-fact and agents, with full power of
substitution and re-substitution, for him or her and to act in his or her name,
place and stead, in any and all capacities, to sign said Registration Statement,
and any related documents, including any or all subsequent pre- and
post-effective amendments and supplements to this Registration Statement, and to
file the same, or cause to be filed the same, with all exhibits thereto, and any
and all other documents in connection therewith, with the Securities and
Exchange Commission hereby granting unto said attorneys-in-fact and agents, or
any of them, the full power and authority to do and perform any and all acts and
things requisite and necessary to be done, as fully to 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 or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals
as of this 6th day of July, 2000.
/s/ RAYMOND E. CARTLEDGE
-------------------------
Raymond E. Cartledge
Director
/s/ ROBERT J. DARNALL
-------------------------
Robert J. Darnall
Director
/s/ JOHN G. DROSDICK
-------------------------
John G. Drosdick
Chairman, Chief Executive Officer,
President and Director
(Principal Executive Officer)
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_________________________
Mary Johnston Evans
Director
/s/ THOMAS P. GERRITY
-------------------------
Thomas P. Gerrity
Director
/s/ ROSEMARIE B. GRECO
-------------------------
Rosemarie B. Greco
Director
/s/ THOMAS W. HOFMANN
-------------------------
Thomas W. Hofmann
Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ JAMES G. KAISER
-------------------------
James G. Kaiser
Director
/s/ ROBERT D. KENNEDY
-------------------------
Robert D. Kennedy
Director
/s/ JOSEPH P. KROTT
-------------------------
Joseph P. Krott
Comptroller
(Principal Accounting Officer)
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/s/ NORMAN S. MATTHEWS
-------------------------
Norman S. Matthews
Director
/s/ R. ANDERSON PEW
-------------------------
R. Anderson Pew
Director
/s/ G. JACKSON RATCLIFFE
-------------------------
G. Jackson Ratcliffe
Director
/s/ ALEXANDER B. TROWBRIDGE
----------------------------
Alexander B. Trowbridge
Director
