SUNOCO CHECKERED FLAG SWEEPSTAKES

OFFICIAL RULES - NO PURCHASE NECESSARY

NO PURCHASE NECESSARY to enter or win.

SWEEPSTAKES PERIOD: Begins February 18, 2011, ends November 24, 2011 ("Sweepstakes Period").

HOW TO ENTER. To enter, visit http://www.speed.com/programs/nascar-victory-lane and follow the instructions on the page. During the Sweepstakes Period ("Online Entry Period") , all entries must be received by 11:59 pm EDT each Thursday following a premiere airing of NASCAR Victory Lane on SPEED. One entry per email address per week. (Online entry must be the registered with an authorized account holder for the e-mail account used to enter the weekly drawing.) Entry must be made by and from a single computer and may not be made by proxy, or automated means such as by script, bot, macro or any other similar software or program. All entries become the property of Sunoco and will not be returned. Sunoco is not responsible for illegal entries. Only one winner per email account during the Sweepstakes Period.

SELECTION OF WINNER. From all eligible entries received for the week, a Winner will be selected via random drawing by Sunoco following each week's premiere episode of NASCAR Victory Lane during the Sweepstakes Period. No winner will be selected during weeks where no premiere episodes of NASCAR Victory Lane telecasts occur.

PRIZE AND ODDS. One (1) autographed checkered flag signed by the race winner (ARV $100) will be awarded each week during the Sweepstakes Period when there is a premiere episode of NASCAR Victory Lane (see schedule of prizing above). Total approximate retail value for all prizes three thousand six hundred ($3,600.00) dollars. Prize may not be substituted for cash or transferred. The total number of eligible entries received each week will determine odds of winning. Taxes on prize(s) are the responsibility of winner.

PARTICIPATION. Sweepstakes is open to all legal residents of the U.S. age 18 years or older. Employees and franchisees and their immediate families of Sunoco, Inc. (R&M), or SPEED Channel, Inc., its parent, subsidiaries and affiliates, advertising and promotion agencies and associated vendors are not eligible. By entering the Sweepstakes, entrants agree to accept these rules and the decisions of Sunoco, as final in all matters relating to the Sweepstakes. Failure to comply with the Rules will result in forfeiture of prize and other rights. Sweepstakes is subject to all federal, state and local laws and regulations. Void where prohibited by law.

VALIDATION. Sweepstakes materials and submissions are subject to validation by Sunoco. Sweepstakes materials are void if not legible or completed in full, if not obtained legitimately or if forged, reproduced, duplicated, mutilated or tampered with.

WINNER. Winner will be notified by e-mail and may be required to sign an affidavit of eligibility and a release for the use of his/her name and/or likeness for publicity purposes by Sponsor without further consideration. Failure to sign forms within 20 days of delivery to you at your address may result in disqualification. Allow eight to 12 weeks for delivery of the prize. Sunoco reserves the right to substitute autograph of winning driver with that of a different driver, or a prize of equal or greater value. For the name of the prizewinner, send a stamped self-addressed envelope to Marketing Services 10 Industrial Highway, Lester, PA 19029 on or before 12/31/2011, or view winner postings online at www.gosunoco.com.

GENERAL PRIZE CONDITIONS. The prize winners shall be solely responsible for all federal, state and/or local taxes, and the reporting consequences thereof, and for any other fees or costs associated with the prize. Each potential winner may be required to execute an Affidavit of Eligibility, a Liability Release, and (where legal) a Publicity Release (collectively, "Prize Claim Documents"). If a winner is not of legal age of majority in his or her state of residence (a "minor"), at Sponsor's option, the applicable prize either will be awarded in the name of parent or legal guardian of winner, or parent or legal guardian of winner will be required to ratify and sign Prize Claim Documents. Failure to sign and return all Prize Claim Documents when requested may result in disqualification and selection of an alternate winner. By accepting prize, winners agree to hold Sunoco Inc., SPEED and its affiliates and each of their respective shareholders, directors, officers, employees, members, agents, personnel and assigns, harmless against any and all claims and liability arising out of use of the prize or any other participation in this Sweepstakes. Winners assume all liability for any injury or damage caused, or claimed to be caused by participation in this promotion or use or redemption of any prize.

GENERAL LIABILITY RELEASE/FORCE MAJEURE. Acceptance of a prize constitutes winner's permission for Sponsor to use winner's name, photograph, likeness, voice, biographical information, statements and address (city and state) for advertising and/or publicity purposes worldwide and in all forms of media now known or hereafter developed, in perpetuity, without further compensation. Entrants (and any minor entrant's parent or legal guardian) agree that the Released Parties (A) shall not be responsible or liable for, and are hereby released from, any and all costs, injuries, losses or damages of any kind, including, without limitation, death and bodily injury, due in whole or in part, directly or indirectly, to participation in the Sweepstakes or any Sweepstakes-related activity, or from entrants' acceptance, receipt, possession and/or use or misuse of any prize, and (B) have not made any warranty, representation or guarantee express or implied, in fact or in law, with respect to any prize including, without limitation, to such prize's quality or fitness for a particular purpose.

Sponsor assumes no responsibility for any damage to an entrant's computer system which is occasioned by accessing the Website or otherwise participating in the Sweepstakes, or for any computer system, phone line, hardware, software or program malfunctions, or other errors, failures, delayed computer transmissions or network connections that are human or technical in nature.

Without limiting the generality of the foregoing, Sponsor is not responsible for incomplete, illegible, misdirected, misprinted, late, lost, damaged, stolen, or postage-due submissions or prize notifications; or for lost, interrupted, inaccessible or unavailable networks, servers, satellites, Internet service providers, websites, or other connections; or for miscommunications, failed, jumbled, scrambled, delayed, or misdirected computer, telephone or cable transmissions; or for any technical malfunctions, failures, difficulties or other errors of any kind or nature; or for the incorrect or inaccurate capture of information, or the failure to capture any information.

Sponsor reserves the right in its sole discretion to disqualify any individual who is found to be tampering with the entry process or the operation of the Sweepstakes or the Website, to be acting in violation of these Official Rules, or to be acting in a non sportsman-like or disruptive manner, or with the intent to disrupt or undermine the legitimate operation of the Sweepstakes, or to annoy, abuse, threaten or harass any other person, and Sponsor reserves the right to seek damages and other remedies from any such person to the fullest extent permitted by law.

No mechanically reproduced, incomplete, software-generated or other automated multiple entries will be accepted. In the event of a dispute as to the identity of the entrant, any on-line entry will be deemed submitted by the authorized account holder of the e-mail account from which it was sent, provided such account holder must still meet the eligibility requirements for the Sweepstakes. The authorized account holder shall be the natural person to whom the applicable email address has been assigned by the Internet access provider, service provider, or other online organization responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address. The potential winner may be requested to provide the Sponsor with proof that the potential winner is the authorized account holder of the e-mail address associated with the winning entry. If a dispute cannot be resolved to Sponsor's satisfaction, the entry will be deemed ineligible.

Sponsor reserves the right to modify, extend, suspend, or terminate the Sweepstakes, in whole or in part, if it determines, in its sole discretion, that the Sweepstakes or any portion thereof is technically impaired or corrupted or that fraud or technical problems, failures or malfunctions or other causes beyond Sponsor's control have destroyed or severely undermined or to any degree impaired the integrity, administration, security, proper play and/or feasibility of the Sweepstakes or particular Sweepstakes drawing as contemplated herein.

In the event Sponsor is prevented from awarding prizes or continuing with the Sweepstakes or a particular Sweepstakes drawing as contemplated herein by any event beyond its control, including but not limited to fire, flood, natural or man-made epidemic of health of other means, earthquake, explosion, labor dispute or strike, act of God or public enemy, satellite or equipment failure, riot or civil disturbance, terrorist threat or activity, war (declared or undeclared) or any federal state or local government law, order, or regulation, public health crisis (e.g. SARS), order of any court or jurisdiction, or other cause not reasonably within Sponsor's control (each a "Force Majeure" event or occurrence), then subject to any governmental approval which may be required, Sponsor shall have the right to modify, suspend, or terminate the Sweepstakes in its entirety or the affected Sweepstakes. If the Sweepstakes or a particular Sweepstakes is terminated before the designated end date, Sponsor will (if possible) select the winner(s) in a random drawing from all eligible entries received as of the date of the event giving rise to the termination. Inclusion in such drawing shall be each entrant's sole and exclusive remedy under such circumstances. Only the type and quantity of prizes described in these Official Rules will be awarded. If, for any reason, more bona fide winners come forward seeking to claim prizes in excess of the number of each type of prize set forth in these Official Rules, the winners, or remaining winners, as the case may be, of the advertised number of prizes available in the prize category in question may be selected in a random drawing from among all persons making purportedly valid claims for such prize(s). Inclusion in such drawing shall be each entrant's sole and exclusive remedy under such circumstances.

These Official Rules cannot be modified or amended in any way except in a written document issued in accordance with law by a duly authorized representative of Sponsor. The invalidity or unenforceability of any provision of these rules shall not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, these rules shall otherwise remain in effect and shall be construed in accordance with their terms as if the invalid or illegal provision were not contained herein.

MISCELLANEOUS: NASCAR, Inc. is not a sponsor of this promotion. NASCAR ® is a registered trademark of the National Association for Stock Car Auto Racing, Inc.

Sponsor: Sunoco, Inc. (R&M), 1735 Market Street, Philadelphia, PA