EXHIBIT 24.2



         I, Ann C. Mule, Secretary of Sunoco, Inc., a Pennsylvania corporation,
hereby certify that the following is a full, true and complete copy of a
resolution adopted at a meeting of the Board of Directors of Sunoco, Inc., duly
called and held on March 7, 2002, at which a quorum was present and acting
throughout and that no action has been taken to rescind or amend said resolution
and that the same is now in full force and effect:

                  RESOLVED, That the Sunoco, Inc. Annual Report to the
         Securities and Exchange Commission on Form 10-K, for the year ended
         December 31, 2001, is approved in the form presented to this meeting,
         subject to such changes or amendments as may be approved (as so
         amended, the "Form 10-K") by any one of the following officers of the
         Company: the Chairman, Chief Executive Officer, and President, the
         Senior Vice President and Chief Financial Officer, the Senior Vice
         President and Chief Administrative Officer or the Vice President and
         General Counsel;

                  FURTHER RESOLVED, That each of the above-named officers and
         the Comptroller (collectively, the "Authorized Officers") is authorized
         to sign and file, or cause to be filed, on behalf of the Corporation,
         the Form 10-K, together with any such other certificates, documents,
         instruments or notices as may be necessary or as any such officer may
         deem necessary or desirable in order to effectuate or carry out the
         purposes and intent of the foregoing resolutions, and that all such
         actions heretofore taken by any one or more of the Authorized Officers
         in order to effectuate or carry out the purposes and intent of the
         foregoing resolutions are hereby ratified, adopted and approved.


(Corporate Seal)                                     /s/ ANN C. MULE
                                                     ---------------
                                                     Ann C. Mule
                                                     Secretary
March 7, 2002
Philadelphia, Pennsylvania