Susser Holdings (SUSS)

Management’s Report on Internal Controls over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act. Our internal control over financial reporting is a process that is designed under the supervision of our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements

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for external purposes in accordance with accounting principles generally accepted in the United States of America. Our internal control over financial reporting includes those policies and procedures that:

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Management has conducted its evaluation of the effectiveness of internal control over financial reporting as of December 28, 2008, based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing the operational effectiveness of our internal control over financial reporting. Management reviewed the results of the assessment with the Audit Committee of the Board of Directors. Based on its assessment, management determined that, as of December 28, 2008, we maintained effective internal control over financial reporting.

Ernst & Young LLP, the independent registered public accounting firm that audited the consolidated financial statements of the Company included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting as of December 28, 2008. The report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 28, 2008, is included in this Item under the heading Report of Independent Registered Public Accounting Firm.

Management’s Report on Internal Controls over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act. Our internal control over financial reporting is a process that is designed under the supervision of our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Our internal control over financial reporting includes those policies and procedures that:

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Management has conducted its evaluation of the effectiveness of internal control over financial reporting as of December 30, 2007 based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing the operational effectiveness of our internal control over financial reporting. Management reviewed the results of the assessment with the Audit Committee of the Board of Directors. Based on its assessment, management determined that, as of December 30, 2007, we maintained effective internal control over financial reporting.

The US Securities and Exchange Commission provides an exemption, whereby companies undergoing acquisitions in the year of Section 404 internal control certification, can leave the acquired business out of the scope of testing and assessment, and as a result we have excluded from the scope of our assessment of internal control over financial reporting the operations and related assets of TCFS Holdings, Inc., which we acquired on November 13, 2007. At December 30, 2007 and for the period from November 13, 2007 through December 30, 2007, total assets and total revenues of TCFS Holdings, Inc. represented 50% and 5% of Susser Holdings Corporation’s consolidated total assets and total revenues as of and for the year ended December 30, 2007. TCFS Holdings, Inc. will be included in the evaluation of internal controls beginning in fiscal 2008.

Ernst & Young LLP, the independent registered public accounting firm that audited the consolidated financial statements of the Company included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting as of December 30, 2007. The report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 30, 2007, is included in this Item under the heading “Report of Independent Registered Public Accounting Firm.”

Management’s Report on Internal Controls over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act. Our internal control over financial reporting is a process that is designed under the supervision of our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Our internal control over financial reporting includes those policies and procedures that:

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Index to Financial Statements

Management has conducted its evaluation of the effectiveness of internal control over financial reporting as of December 30, 2007 based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing the operational effectiveness of our internal control over financial reporting. Management reviewed the results of the assessment with the Audit Committee of the Board of Directors. Based on its assessment, management determined that, as of December 30, 2007, we maintained effective internal control over financial reporting.

The US Securities and Exchange Commission provides an exemption, whereby companies undergoing acquisitions in the year of Section 404 internal control certification, can leave the acquired business out of the scope of testing and assessment, and as a result we have excluded from the scope of our assessment of internal control over financial reporting the operations and related assets of TCFS Holdings, Inc., which we acquired on November 13, 2007. At December 30, 2007 and for the period from November 13, 2007 through December 30, 2007, total assets and total revenues of TCFS Holdings, Inc. represented 50% and 5% of Susser Holdings Corporation’s consolidated total assets and total revenues as of and for the year ended December 30, 2007. TCFS Holdings, Inc. will be included in the evaluation of internal controls beginning in fiscal 2008.

Ernst & Young LLP, the independent registered public accounting firm that audited the consolidated financial statements of the Company included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting as of December 30, 2007. The report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 30, 2007, is included in this Item under the heading “Report of Independent Registered Public Accounting Firm.”