1. ELIGIBILITY: The Sunoco Free Fuel 5000 Sweepstakes (“Sweepstakes”) is open only to legal residents of the eligible continental United States (“Eligible States”), who are 18 years of age or older at the time of entry. Void in MD, NJ, VA, outside the remaining continental United States, and where prohibited. Employees, officers and directors of Sunoco, Inc. (R&M) (“Sunoco”),), National Association for Stock Car Auto Racing, Inc. (“NASCAR”), ] USM&P (“Spotters”), Logistix Marketing, Inc., their respective parent, subsidiary, or affiliated companies, franchisees, dealers, distributors, driver organizations, broadcast stations, promotional or fulfillment agencies (collectively, “Sweepstakes Entities”), as well as members of the immediate families (defined for these purposes as including spouse, parents, siblings, and children, and each of their respective spouses) or households (whether related or not) of any of the above are NOT eligible to participate. The Sweepstakes is subject to all applicable federal, state and local laws and regulations.

2. SPONSOR AND ADMINISTRATOR: Sweepstakes is sponsored by Sunoco, Inc. (R&M), 1735 Market Street, Philadelphia, PA 19103 (“Sponsor”) and will be conducted at/near participating Sunoco and APlus locations (“Participating Sunoco/APlus Retailers”) in the Eligible States. (Please note that First Prizes awarded at Sunoco locations will differ in value from the First Prizes awarded at APlus locations. See Rules below for prize information specific to both locations.) Sweepstakes is administered by Logistix Marketing, Inc., 6330 San Vicente Blvd., Los Angeles, CA 90048, an independent judging organization (“Administrator”). NASCAR, Inc. is not a sponsor of this promotion.

3. AGREEMENT TO OFFICIAL RULES: By participating in the Sweepstakes, entrant warrants that he/she fully and unconditionally agrees to and accepts these Official Rules and the decisions of Sponsor. Winning a prize is contingent upon verification of eligibility and fulfillment of all requirements set forth herein in a timely manner.

4. SWEEPSTAKES PERIOD: The Sweepstakes begins on 6/1/07 and ends in-store on 8/31/07 (“Sweepstakes Period”). SEE SECTION 5, BELOW, FOR FIRST PRIZE ENTRY DEADLINE. ENTRIES SUBMITTED BEFORE OR AFTER THE APPLICABLE SUBMISSION DATES SET FORTH IN THESE OFFICIAL RULES ARE VOID.

5. HOW TO ENTER: GET YOUR SUNOCO NASCAR CONTINGENCY DECAL: As provided below, this Sweepstakes employs an instant-win notification (“Award Letter”) issued on behalf of Sunoco which, upon verification of your eligibility to participate, will entitle you to receive an instant First Prize as well as enable you to enter into a random drawing for the Grand Prize. In order to participate, you must have and display on your motor vehicle, as described in Section 6, below, a Sunoco NASCAR Contingency Decal (“Decal”) which is available at no cost and can be obtained in one of the following ways between 6/1/07 and 8/31/07, in Eligible States, only while supplies last: (a) Visit your Participating Sunoco/ APlus Retailer or visit participating Shop ‘N Save or Price Chopper retailers; or (b) Hand print your name, complete address, age and telephone number on a 3”x5” card or piece of paper and mail it in a postage prepaid envelope to “The Sunoco Free Fuel 5000” Sweepstakes, c/o Logistix Marketing, Inc., P.O. Box 781298, Indianapolis, IN 46268; or (c) Log onto www.sunocoinc.com/FreeFuel5000 and obtain mail-in instructions to request your Decal. Limit one (1) Decal per request; one request per envelope . Decals may also be distributed in NASCAR Scene and NASCAR Illustrated and other publications and via direct mailings from promotional partners, and at certain NASCAR events. There is no restriction on the number of Decals you may obtain in order to play. Mail-in requests must be postmarked no later than 8/15/07. Decals available at participating retailers through 8/31/07, while supplies last. Your Decal will be placed in the mail to you on or about 5 days after receiving your mail-in request. Requests will not be acknowledged (other than by sending you a Decal) or returned. Proof of sending will not be deemed proof of receipt by Administrator. No mechanical or other reproductions of Decal requests will be accepted.

6. HOW TO PLAY; DETERMINATION OF POTENTIAL FIRST PRIZE WINNERS: After you get your Decal, you should place it in a conspicuous location (such as the rear bumper or window) of your vehicle. Official “Spotters” from USM&P, an independent judging organization, will be on the lookout for vehicles with a Decal displayed. At unannounced times and dates during the Sweepstakes Period, Spotters will be located at or around randomly selected Participating Sunoco/ APlus Retailers in the Eligible States to “spot” vehicles displaying the Decal. An equal number of spotting locations will be randomly selected by Administrator within each Sunoco channel of trade (company operated, dealer/franchisee and distributor) from among Participating Sunoco/APlus Retailers. If you are “spotted” with a Decal on your vehicle by a Spotter, the Spotter will determine your eligibility to participate in accordance with the eligibility requirements described in Section 1 above. Decals must be displayed on vehicle prior to entering a spotting event location to be eligible. The Spotter must approach you; if a Spotter is present at a location but does not approach you, you will not be eligible to receive an Award Letter. If your eligibility to play is verified, you will receive an Award Letter which will advise you that you have won one of the First Prizes described in Section 7 below and that you are eligible to enter the random drawing for the Grand Prize described in Section 9. The Spotter will provide you with your First Prize on the spot. Every Award Letter is a winner (subject to verification of eligibility, as noted above). See below for important details and deadline in order to qualify for inclusion in the Grand Prize random drawing.

7. FIRST PRIZES: A maximum total of seven thousand (7,000) First Prizes will be available to be won. Each First Prize awarded at/near a Sunoco location will consist of one (1) Sunoco $10 Gift Card redeemable for $10 in Sunoco® Gasoline or other products and services at Participating Sunoco/APlus Retailers. Each First Prize awarded at/near an APlus location will consist of one (1) Sunoco $10 Gift Card redeemable for $10 in Sunoco® Gasoline or other products and services at Participating Sunoco/APlus Retailers plus (1) APlus $10 Gift Card redeemable for $10 in products and services at Participating Sunoco/APlus Retailers. . Approximate Retail Value (“ARV”) of all available First Prizes is $70,000. There is no limit on how many times you can win a First Prize, however, limit one (1) First Prize per vehicle/household per day, provided you are “spotted” (as defined in these Rules). Odds of obtaining an Award Letter depend on the number of decals distributed, the date, time and location of a “spotting”, and the number of eligible entrants present at the “spotting”.

8. FIRST PRIZE REDEMPTION: The First Prize Gift Cards (or alternate award method as may be determined at Sponsor’s sole discretion) may be redeemed for the purposes described herein at any Participating Sunoco or APlus Retailer within the Eligible Markets and may not be redeemed for cash and may not be transferred in any way (e.g., resold). See Gift Card for additional terms and conditions of issuer.

9. TO ENTER GRAND PRIZE DRAWING: One (1) Grand Prize random drawing will be held on or about 9/15/07 from among all eligible entries received in accordance with these Official Rules. Entry in the Grand Prize drawing is limited to verified First Prize winners only, who may enter the drawing by using only one (1) of the following entry methods (each an “Entry Method”): (1) complete and return the original tear-off portion at the bottom of the original Award Letter (“Winner Tear-Off”) to “The Sunoco Free Fuel 5000” Sweepstakes, c/o Logistix Marketing, Inc., P.O. Box 781298, Indianapolis, IN 46268; or (2) register your own unique winner code printed on the Award Letter issued to you as a First Prize winner) (the “Winner Code”) online at www.sunocoinc.com/FreeFuel5000. PLEASE NOTE: Residents of MD, NJ or VA, must complete the Winner Tear-Off and mail according to Entry Method (1) by depositing same in an Eligible State ; OR, present completed Winner Tear Off to the Spotter at the Participating Sunoco/APlus Retailer at which such Award Letter was issued. Entries may not be mailed or completed online in MD, NJ or VA. Any such entries will be disqualified. If you mail your Winner Tear-Off, please keep a photocopy of it for your files. No mechanical or other reproductions of the Winner Tear-off will be accepted. Your submission of the Winner Tear-Off by mail or the submission of your personal information and Winner Code online shall be considered an entry for the Grand Prize drawing (“Entry). For online Entries for the Grand Prize drawing, you must be the registered and authorized account holder of the e-mail account through which the entry is made. "Authorized account holder" is defined as the natural person who is assigned to an e-mail address by an internet service provider, or other organization (e.g., business or educational institute) that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address. In the event of a dispute as to ownership of an Entry, entrant may be required to provide proof of ownership of the e-mail account used to enter the Grand Prize drawing. If it is determined that such entrant is not the authorized account holder as defined herein, the entrant will be disqualified. 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 Grand Prize Entries must be submitted and received in a timely manner (see below for date) to qualify for the Grand Prize random drawing. Limit one (1) Entry per Award Letter and Winner Code; multiple entries using the same Winner Tear-Off or Winner Code will result in the disqualification of entrant and all of entrant’s Entries will be voided. To be eligible for the Grand Prize drawing, all Entries must be mailed or transmitted online during the Sweepstakes Period and received by 11:59:59 p.m. [EDT on 9/8/07. All Entries received become Sponsor’s property and will not be returned. Only one (1) Grand Prize will be awarded.

10. GRAND PRIZE: One (1) Grand Prize will be awarded, consisting of approximately five thousand (5,000) U.S. gallons of Sunoco® Gasoline from participating Sunoco retailers. ARV: $13,750. Odds of winning the Grand Prize depend on the number of eligible Entries received. Grand Prize will be awarded in the form of stored-value cards (“Gift Cards”) (or other award method as determined by Sponsor at its sole discretion) good for the redemption of $13,750 worth of Sunoco® Gasoline or other products and services at Participating Sunoco/APlus Retailers. The ARV is based on the retail price of $2.75 per gallon of regular unleaded gasoline (estimated to be the price at the time this Sweepstakes is commenced); the quantity of gas actually redeemable may vary due to fluctuating fuel pump prices and the grade of fuel redeemed by winner at the retail pump. The Grand Prize stored-value cards (or alternate award method) may not be redeemed for cash or transferred (e.g., resold). See Gift Cards for additional terms and conditions of issuer.

11. GRAND PRIZE DRAWING AND WINNER NOTIFICATION: The Grand Prize winner will be selected in a random drawing conducted on or about 9/15/07 from among all eligible Entries received in accordance with these Official Rules. The potential Grand Prize winner will be notified by telephone and in writing by or about 9/22/07. The Grand Prize drawing will be conducted by Administrator, the judges of the Sweepstakes, whose decisions are final and binding in all matters relating to the Sweepstakes. Return of the prize notification or prize as undeliverable may result in disqualification and selection of an alternate winner from among the remaining eligible Entries.

12. VERIFICATION: All Grand Prize Entries are subject to verification by the Administrator. Entries are INVALID AND WILL BE REJECTED if they are tampered with in any way, if any part is counterfeited or reproduced, if obtained where the Sweepstakes is prohibited, if they are lost, late, misdirected, incomplete, garbled, damaged, illegible, mutilated or postage-due, if they contain any printing, production, typographical, mechanical or other errors, if they are obtained outside of authorized, legitimate channels or if they otherwise do not comply with these Official Rules in any way. Award Letters and Winner Tear-Offs contain special points of identification that have been verified by an independent agency. All entries submitted, without regard to method of entry, become the property of Sponsor and will not be returned. The potential Grand Prize winner will be required to complete and return an affidavit of eligibility and liability/publicity release (where permitted) (“Eligibility Affidavit-Release”) that will be provided to the potential winner during the prize redemption process. Eligibility Affidavit-Release must be completed and postmarked within ten (10) days after receipt by potential Grand Prize winner, and received by Sponsor or Administrator (as applicable) within ten (10) days thereafter, or prize will be forfeited and awarded to an alternate winner in a random drawing from among all remaining eligible Entries. If Grand Prize winner is 18 or older, but considered a minor in winner’s state of residence, winner’s parent or legal guardian must accept the prize on winner’s behalf and sign the required Eligibility Affidavit-Release.

13. GENERAL PRIZE AWARDING: Please allow approximately two (2) to four (4) weeks after completion of the verification process for shipment of the Grand Prize. All prizes are non-transferable and non-refundable and must be accepted as awarded. No cash or other prize substitution may be made, except by Sponsor, who reserves the right, in its sole discretion, to substitute a prize with another prize of greater or equal value in the event that a prize is unavailable, or to substitute the stored-value gift cards with another prize award method or medium. Unless specifically included in any prize, all expenses related to the use of any prize are the winners’ sole responsibility. Each winner is responsible for any applicable income taxes associated with receipt of a prize, and an IRS Form 1099 will be issued at the end of the calendar year to the Grand Prize winner. All properly claimed prizes will be awarded. YOU HAVE NOT WON ANY PRIZE UNTIL YOUR ELIGIBILITY AND COMPLIANCE WITH THESE OFFICIAL RULES HAVE BEEN VERIFIED AND, IN THE CASE OF THE GRAND PRIZE, CONFIRMED IN WRITING TO YOU. Approximate Total ARV of all available prizes in this Sweepstakes:$83,750.

14. PUBLICITY: Except as to residents of TN and where otherwise prohibited, participation in the Sweepstakes constitutes entrant’s consent to Sponsor’s and its agents’ use of entrant’s name, likeness, voice, opinions, biographical information and state of residence for promotional and trade purposes in any media worldwide without limitation, payment or consideration.

15. GENERAL CONDITIONS: Sponsor reserves the right to cancel, suspend and/or modify the Sweepstakes if any fraud, infection by computer virus, worms, bugs, tampering, hacking, unauthorized intervention, technical failures, printing, technical or human errors or other problem corrupts the administration, security, or proper play of the Sweepstakes, as determined by Sponsor in its sole discretion. In such event, Sponsor reserves the right to award any remaining prizes at random from among the eligible entries received up to the time of the impairment. Only the advertised number of prizes will be made available to be awarded. If applicable, in the event that more entrants submit winning entries than the number of prizes available, Sponsor reserves the right to suspend or cancel the Sweepstakes and award any remaining prizes in a random drawing of all entrants who submitted winning entries as of the time of suspension or cancellation and who have not yet received prizes. Sponsor reserves the right in its sole discretion to disqualify any individual it finds to be tampering with the entry process or the operation of the Sweepstakes or to be acting in violation of these Official Rules. Any attempt by any person to undermine the legitimate operation of the Sweepstakes may be a violation of criminal and civil law, and, should such an attempt be made, Sponsor reserves the right to seek damages from any such person to the fullest extent permitted by law. By participating, entrants agree to be contacted by Sponsor or its agents in any permissible manner.

16. RELEASE: By participating in the Sweepstakes, each entrant agrees to release and hold harmless Sponsor, Administrator and each of the Sweepstakes Entities, whether specifically named or not in these Official Rules, their respective agents, and any of their respective directors, employees and officers (collectively, the “Released Parties”) from and against any liability whatsoever, and waives any and all causes of action, related to any claims, costs, injuries, losses, or damage of any kind, including without limitation, personal injury, death, or damage to, or destruction of, property arising out of or in connection with participation in the Sweepstakes or the delivery, misdelivery, acceptance, possession, use, misuse, or inability to use any prize, whether intentional or unintentional, and whether under a theory of contract, tort (including negligence), warranty or other theory, or participation in prize-related activities. The Released Parties are not responsible for any: (a) unauthorized human intervention in any part of the Sweepstakes; (b) errors which may occur in the administration of the Sweepstakes or the printing or processing of entries or Award Letters; or (c) any computer, telephone, cable, satellite, network, electronic or online/Internet hardware or software malfunctions, failures, connections, or availability, or garbled or jumbled transmissions, or service provider/Internet/Web site use, accessibility or availability, or traffic congestion, or unauthorized human intervention, other errors of any kind whether human, mechanical, electronic or network, or the incorrect or inaccurate transmission or capture of entry or other information, or the failure to capture, or loss of, any such information. The Released Parties are further not responsible if the Eligibility Affidavit-Release, Grand Prize entries or mail are late, lost, illegible, misdirected, damaged, incomplete, or postage-due.

17. DISPUTES: Except where prohibited, by participating, entrant agrees that: (a) any and all disputes, claims and causes of action arising out of, or connected with, the Sweepstakes or any prize awarded shall be resolved individually, without resort to any form of class action, and exclusively by the appropriate court located in the State of Pennsylvania; (b) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering the Sweepstakes, but in no event attorneys’ fees; and (c) entrant waives the right to claim any damages whatsoever, including, but not limited to, punitive, consequential, direct, or indirect damages. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, entrant’s rights and obligations, or the rights and obligations of the Sponsor in connection with the Sweepstakes, shall be governed by, and construed in accordance with, the laws of the State of Pennsylvania, without giving effect to any choice of law or conflict of law rules.

18. OFFICIAL RULES AND SWEEPSTAKES RESULTS: Official Rules are available at Participating Sunoco/APlus Retailers, Price Chopper, Shop ‘N Save and online at www.sunocoinc.com/FreeFuel5000. You may also obtain a copy of these Official Rules and the name of the Grand Prize winner (winner info available after 9/30/07) by sending a self-addressed, stamped envelope to “The Sunoco Free Fuel 5000” Sweepstakes, c/o Logistix Marketing, Inc., P.O. Box 781298, Indianapolis, IN 46268. VT residents may omit return postage for Rules request. © 2007, Sunoco, Inc. (R&M). All Rights Reserved. NASCAR® is a registered trademark of the National Association for Stock Car Auto Racing, Inc. NASCAR, Inc. is not a sponsor of this promotion.