X0202 4 2007-09-06 0000095304 SUNOCO INC SUN 0001352283 Hennigan Michael J 1735 MARKET STREET PHILADELPHIA PA 19103-7583 0 1 0 0 Senior Vice President Common Stock Unit 2007-09-06 4 A 0 5400 A Common Stock 5400 11400 D Share Units 2007-09-07 4 A 0 23.523 72.204 A Common Stock 23.523 6199.718 D 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. Not Applicable Conversion rate is 1 for 1. Total of 6,199.718 Share Units beneficially owned following reported transaction. (23.523 share units under Sunoco, Inc.'s Executive Deferred Compensation Plan). John J. DiRocco, Jr., Attorney-in-fact for Michael J. Hennigan 2007-09-10