POWER OF ATTORNEY    [Exhibit 24]

I, the undersigned Anne-Marie Ainsworth, DO HEREBY APPOINT:
(a) Ann C. Mul?, Esq.;
(b) John J. DiRocco, Jr., Esq.; and
(c) Louisa K. Cresson, Esq.,
and each of them, any of whom may act without the joinder of the other, as
my true and lawful attorneys-in-fact and agents, with full power of
substitution and re-substitution, for me and in my name, place and stead,
in any and all capacities, to do the following:

1. Execute on my behalf and in my capacity as a reporting person of
Sunoco, Inc. (the ?Company?), the following items (each a "Report", and
collectively, the "Reports"):  (a) Forms 3, 4 and 5 and any other report
required pursuant to Section 16(a) of the Securities Exchange Act of 1934,
as amended, and the rules thereunder; and (b) Form 144 and any other similar
report required under the Securities Act of 1933, as amended;

2. Execute, file, acknowledge, submit, transmit and deliver on my behalf,
and in my name, any and all applications, certificates, consents, instruments,
verifications, exhibits, schedules, or other ancillary documentation of any
nature in connection with the filing, or the ability to file, any Report
(including, without limitation, the EDGAR Form ID or any other form of
application or request for SEC filing codes and/or the modification, renewal,
or replacement of such codes, including CIK, CCC, or the like, and any
necessary passphrase, password modification access code, or similar security
code associated therewith), including any amendments thereto, in such form,
with such changes and modifications therein, and additions thereto, as such
attorney-in-fact executing the same may approve, such approval to be
conclusively evidenced by his execution thereof;

3. Perform on my behalf, and in my name, any and all acts of any
kind or description whatsoever, as may be in any way necessary or desirable
to complete and execute any Reports and timely file such Reports with the
United States Securities and Exchange Commission and/or any stock exchange
or similar authority; and

4. Take any and all other further action in connection with the foregoing
that, in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by the undersigned, it being understood
that any document executed by such attorney-in-fact on my behalf pursuant to
this Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in his discretion.

  I grant to each such attorneys-in-fact full power and authority to do and
perform any act necessary or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as I
might or could do if personally present, with full power of substitution or
revocation.  I ratify and confirm all that such attorney-in-fact, or any
substitute of such attorney-in-fact, shall lawfully do or cause to be done
by the rights and powers granted by this Power of Attorney.

  I acknowledge that each such attorney-in-fact, in serving in such capacity at
my request, is not assuming, nor is the Company assuming, any of my
responsibilities to comply with Section 16 of the Securities Exchange Act
of 1934, Rule 144 under the Securities Act of 1933, or applicable federal or
state securities laws generally.
  This Power of Attorney shall remain in full force and effect until I
am no longer required to file any Reports with respect to my holdings of and
transactions in securities issued by the Company, unless I earlier revoke
it in a signed writing delivered to the Office of the Corporate Secretary
of the Company.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 3rd day of November, 2009.

/s/ Anne-Marie Ainsworth
______________________________
ANNE-MARIE AINSWORTH