X0202 4 2007-09-06 0000095304 SUNOCO INC SUN 0001352282 Kelley Vincent J 1735 MARKET STREET PHILADELPHIA PA 19103-7583 0 1 0 0 Senior Vice President Common Stock Unit 2007-09-06 4 A 0 6000 A Common Stock 6000 12000 D Not Applicable Conversion rate is 1 for 1. This Form 4 is being filed to report the grant of a special one-time retention-based common stock units awarded in 2007 pursuant to the Sunoco, Inc. Long-Term Performance Enhancement Plan II ("LTPEP II") in a transaction exempt under Rule 16b-3. Payout of these common stock units is contingent upon the continued employment of the respective recipient with the Company through each date of vesting from September 6, 2010 through September 6, 2012. John J. DiRocco, Jr., Attorney-in-fact for Vincent J. Kelley 2007-09-10