Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

By letter dated December 4, 2008, John G. Drosdick informed the Sunoco, Inc. ("Sunoco") Board of Directors (the "Board") of his decision to resign as non-executive Chairman of the Board and as a director, effective December 31, 2008.

On December 4, 2008, the Board of Directors elected Lynn L. Elsenhans to succeed Mr. Drosdick as Chairman of the Board, effective January 1, 2009. She will continue to serves as Sunoco's Chief Executive Officer and President and as a director. Ms. Elsenhans was also appointed Chairman and a member of the Executive Committee of the Board, effective January 1, 2009.

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