Common use of Authority; No Violation Clause in Contracts

Authority; No Violation. (i) Premcor has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly approved by the Board of Directors of Premcor. The Board of Directors of Premcor has directed that this Agreement be submitted to Premcor stockholders for approval at a meeting of Premcor stockholders for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), and, except for the approval of the Merger and of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”), no other corporate proceedings on the part of Premcor are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Premcor and (assuming due authorization, execution and delivery by Valero) constitutes a valid and binding obligation of Premcor, enforceable against Premcor in accordance with its terms. (ii) Neither the execution and delivery of this Agreement by Premcor, nor the consummation by Premcor of the transactions contemplated hereby, nor compliance by Premcor with any of the terms or provisions of this Agreement, will (A) violate any provision of the Amended and Restated Certificate of Incorporation or the Amended and Restated By-Laws of Premcor, or (B) assuming that the consents and approvals referred to in Section 4.1(d) are duly obtained, (1) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (2) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of Premcor, any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Premcor, any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (B)(2) above) for such violations, conflicts, breaches or defaults that either individually or in the aggregate will not have a Material Adverse Effect on Premcor or the Surviving Corporation.

Authority; No Violation. (ia) Premcor NewBridge has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, Merger have been duly and validly approved by the Board of Directors of PremcorNewBridge. The Board of Directors of Premcor NewBridge has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of NewBridge and its shareholders, has adopted this Agreement and has directed that this Agreement and the transactions contemplated hereby be submitted to Premcor stockholders NewBridge’s shareholders for approval at a meeting of Premcor stockholders for such shareholders and has adopted a resolution to the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), and, except foregoing effect. Except for the approval of the Merger and of this Agreement required under North Carolina law by the affirmative vote of the holders of a majority of the outstanding shares of Premcor each class of the NewBridge Common Stock Stock, each class voting separately (the “Premcor Stockholder ApprovalRequisite NewBridge Vote”), no other corporate proceedings on the part of Premcor NewBridge are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Premcor NewBridge and (assuming due authorization, execution and delivery by ValeroYadkin) constitutes a valid and binding obligation of PremcorNewBridge, enforceable against Premcor NewBridge in accordance with its termsterms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). (iib) Neither the execution and delivery of this Agreement by Premcor, NewBridge nor the consummation by Premcor NewBridge of the transactions contemplated hereby, nor compliance by Premcor NewBridge with any of the terms or provisions of this Agreementhereof, will (Ai) violate any provision of the Amended and Restated NewBridge Certificate of Incorporation or the Amended and Restated By-Laws of Premcor, NewBridge Bylaws or (Bii) assuming that the consents and approvals referred to in Section 4.1(d) 3.4 are duly obtained, (1x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, NewBridge or any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (2y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of Premcor, NewBridge or any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Premcor, NewBridge or any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except (in the case of clause (B)(2y) above) for such violations, conflicts, breaches or defaults that which, either individually or in the aggregate will aggregate, would not reasonably be expected to have a Material Adverse Effect on Premcor or NewBridge. (c) NewBridge Bank has adopted the Surviving CorporationBank Merger Agreement, NewBridge, as the sole shareholder of NewBridge Bank, has approved the Bank Merger Agreement, and the Bank Merger Agreement has been duly executed by NewBridge Bank.

Authority; No Violation. (ia) Premcor has Subject to the approval of this Agreement and the transactions contemplated hereby by the stockholders of Raritan, and subject to the parties obtaining all necessary regulatory approvals, Raritan and the Bank have full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyhereby in accordance with the terms hereof. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly and validly approved by the Board of Directors of Premcoreach of Raritan and the Bank. The execution and delivery of the Bank Merger Agreement has been duly and validly approved by the Board of Directors of Premcor has directed that this Agreement be submitted to Premcor stockholders for approval at a meeting of Premcor stockholders the Bank. Except for the purpose of approving the Merger and this Agreement approvals described in paragraph (the “Premcor Stockholders Meeting”), and, except for the approval of the Merger and of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”)b) below, no other corporate proceedings on the part of Premcor Raritan or the Bank are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Premcor Raritan and (assuming due authorizationthe Bank, execution and delivery by Valero) constitutes a valid and binding obligation obligations of PremcorRaritan and the Bank, enforceable against Premcor Raritan and the Bank in accordance with its terms, except to the extent that enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, conservatorship, receivership or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally or the rights of creditors of New Jersey-chartered savings banks, (ii) general equitable principles, and (iii) laws relating to the safety and soundness of insured depository institutions and except that no representation is made as to the effect or availability of equitable remedies or injunctive relief. (iib) Neither the execution and delivery of this Agreement by PremcorRaritan and the Bank, nor the consummation by Premcor Raritan and the Bank of the transactions contemplated herebyhereby in accordance with the terms hereof, nor or compliance by Premcor Raritan and the Bank with any of the terms or provisions of this Agreementhereof, will (Ai) violate any provision of Raritan's or the Amended and Restated Certificate Bank's Certificates of Incorporation or Charter, as the Amended and Restated By-Laws of Premcorcase may be, or Bylaws, (Bii) assuming that the consents and approvals referred to in Section 4.1(d) set forth below are duly obtained, (1) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, any of its Subsidiaries Raritan or Non-Subsidiary Affiliates the Bank or any of their respective properties or assets assets, or (2iii) except as set forth in the Raritan Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Premcor, any of its Subsidiaries Raritan or its Non-Subsidiary Affiliates the Bank under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Premcor, any of its Subsidiaries Raritan or Non-Subsidiary Affiliates the Bank is a party, or by which they either or both of them or any of their respective properties or assets may be bound or affectedaffected except, except with respect to (in the case of clause ii) and (B)(2iii) above) for , such violations, conflicts, breaches or defaults that either as individually or and in the aggregate will not have a Material Adverse Effect material adverse effect on Premcor the business, operations, assets or financial condition of Raritan and its Subsidiaries on a consolidated basis, and which will not prevent or delay the consummation of the transactions contemplated hereby. Except for consents and approvals of or filings or registrations with or notices to the OCC, the Commissioner of Banking and Insurance of the State of New Jersey (together with the Department of Banking and Insurance, the "Commissioner"), the Board of Governors of the Federal Reserve System ("FRB"), the Securities and Exchange Commission ("SEC"), applicable state securities bureaus or commissions, the New Jersey Secretary of State, the Delaware Secretary of State, and the stockholders of Raritan, no consents or approvals of or filings or registrations with or notices to any third party or any public body or authority are necessary on behalf of Raritan or the Surviving CorporationBank in connection with (x) the execution and delivery by Raritan and the Bank of this Agreement and (y) the consummation by Raritan and the Bank of the transactions contemplated hereby and (z) the execution and delivery by the Bank of the Bank Merger Agreement and the consummation by the Bank of the transactions contemplated thereby.

Authority; No Violation. (ia) Premcor Bank of America has full corporate power and authority to execute and deliver this Agreement and the Stock Option Agreements and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement, Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby, hereby and thereby have been duly and validly approved by the Board of Directors of PremcorBank of America. The Board of Directors of Premcor Bank of America has determined that this Agreement and the transactions contemplated hereby are in the best interests of Bank of America and its stockholders and has directed that this Agreement and the transactions contemplated by this Agreement be submitted to Premcor Bank of America's stockholders for approval adoption at a duly held meeting of Premcor such stockholders for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), and, except for the approval of this Agreement and the Merger and of transactions contemplated by this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor FleetBoston Common Stock (the “Premcor Stockholder Approval”)entitled to vote at such meeting, no other corporate proceedings on the part of Premcor Bank of America are necessary to approve this Agreement and or the Stock Option Agreements to consummate the transactions contemplated herebyhereby or thereby. This Agreement has and the Stock Option Agreements have been duly and validly executed and delivered by Premcor Bank of America and (assuming due authorization, execution and delivery by ValeroFleetBoston) constitutes a constitute the valid and binding obligation obligations of PremcorBank of America, enforceable against Premcor Bank of America in accordance with its termstheir terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (iib) Neither the execution and delivery of this Agreement or the Stock Option Agreements by PremcorBank of America, nor the consummation by Premcor Bank of America of the transactions contemplated herebyhereby or thereby, nor compliance by Premcor Bank of America with any of the terms or provisions of this AgreementAgreement or the Stock Option Agreements, will (Ai) violate any provision of the Amended and Restated Bank of America Certificate of Incorporation or the Amended and Restated By-Laws Bank of PremcorAmerica Bylaws, or (Bii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.1(d) 4.4 are duly obtainedobtained and/or made, (1A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction applicable to PremcorBank of America, any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (2B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of Premcor, Bank of America or any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Premcor, Bank of America or any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (B)(2) above) for such violations, conflicts, breaches or defaults that are not reasonably likely to have, either individually or in the aggregate will not have aggregate, a Material Adverse Effect on Premcor or the Surviving CorporationBank of America.

Authority; No Violation. (ia) Premcor The Seller has full all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, including the Offer and the Merger. The adoption, execution and delivery of this Agreement, and the approval of the consummation of the transactions contemplated herebyhereby have, have as of the date hereof, been recommended by, and are duly and validly adopted and approved by a vote of, the Board board of Directors directors of Premcorthe Seller. The Board board of Directors directors of Premcor the Seller has directed that this Agreement be submitted to Premcor stockholders the Seller Stockholders for adoption and approval at a meeting of Premcor stockholders for the purpose of approving the Merger and this Agreement (the “Premcor such Seller Stockholders Meeting”), and, except for the adoption and approval of the Merger and of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”)Seller Stockholders, no other corporate proceedings on the part of Premcor the Seller are necessary to approve authorize this Agreement and or to consummate each of the transactions contemplated herebyOffer and the Merger. This Agreement has been duly and validly executed and delivered by Premcor the Seller and (assuming due authorization, execution and delivery by Valerothe Parent and Purchaser) constitutes a the valid and binding obligation obligations of Premcorthe Seller, enforceable against Premcor the Seller in accordance with its their respective terms. (iib) Neither Except as set forth in Section 5.3(b) of the Seller Disclosure Schedule and assuming that all consents, authorizations, permits, waivers and approvals referred to in Section 5.4 of the Seller Disclosure Schedule have been obtained and all registrations, declarations, filings and notifications described in Section 5.3(b) of the Seller Disclosure Schedule have been made and any waiting periods thereunder have terminated or expired, neither the execution and delivery of this Agreement by Premcor, the Seller nor the consummation by Premcor the Seller of the transactions contemplated hereby, nor compliance by Premcor including the Offer and the Merger, will, (i) conflict with any of the terms or provisions of this Agreement, will (A) violate any provision of the Amended and Restated Certificate of Incorporation or other organizational document of like nature or the Amended and Restated By-Laws Bylaws of Premcor, the Seller or (B) assuming that the consents and approvals referred to in Section 4.1(d) are duly obtainedany of its Subsidiaries, (1ii) conflict with or violate any statute, law, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, the Seller or any of its Subsidiaries or Non-Subsidiary Affiliates by which any property or asset of the Seller or any of their respective properties its subsidiaries is bound or assets affected or (2iii) violate, conflict with, result in a any breach of or any provision of or the loss of any benefit under, or constitute a change of control or default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give to others any right of termination termination, vesting, amendment, acceleration or cancellation under, accelerate the performance required by, accelerate any right or benefit provided byof, or result in the creation of any Lien a lien, security interest, charge or other Encumbrance upon any of the respective properties or assets of Premcor, the Seller or any of its Subsidiaries or its Non-Subsidiary Affiliates undersubsidiaries pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract, deed of trust, license, lease, agreement or other instrument or obligation to which Premcor, the Seller or any of its Subsidiaries or Non-Subsidiary Affiliates subsidiaries is a partyparty as issuer, guarantor or obligor, or by which they or any of their respective properties or assets may be bound or affected, except except, with respect to (in the case of clause (B)(2iii) above) , for any such conflicts, violations, conflicts, breaches or defaults that which would not, either individually or in the aggregate will not aggregate, reasonably be expected to have a Seller Material Adverse Effect on Premcor or the Surviving CorporationEffect.

Authority; No Violation. (ia) Premcor Xenith has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, Merger have been duly and validly approved by the Board of Directors of PremcorXenith. The Board of Directors of Premcor Xenith has determined in its good faith business judgment that the Merger (including the Plan of Merger), on the terms and conditions set forth in this Agreement, is in the best interests of Xenith and its shareholders and has directed that this Agreement and the Plan of Merger be submitted to Premcor stockholders Xenith’s shareholders for approval at a meeting of Premcor stockholders for such shareholders and has adopted resolutions to the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), and, except foregoing effect. Except for the approval of the Plan of Merger and of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Xenith Common Stock (the “Premcor Stockholder ApprovalRequisite Xenith Vote”), and the adoption and approval of the Bank Merger Agreement by the Board of Directors of Xenith Bank and Xenith as its sole shareholder, no other corporate proceedings on the part of Premcor Xenith are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Premcor Xenith and (assuming due authorization, execution and delivery by ValeroHRB) constitutes a valid and binding obligation of PremcorXenith, enforceable against Premcor Xenith in accordance with its termsterms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). (iib) Neither the execution and delivery of this Agreement by Premcor, Xenith nor the consummation by Premcor Xenith of the transactions contemplated hereby, nor compliance by Premcor Xenith with any of the terms or provisions of this Agreementhereof, will (Ai) violate any provision of the Amended and Restated Certificate of Incorporation Xenith Articles or the Amended and Restated By-Laws of Premcor, Xenith Bylaws or (Bii) assuming that the consents and approvals referred to in Section 4.1(d) 3.4 are duly obtained, (1x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, Xenith or any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (2y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of Premcor, Xenith or any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Premcor, Xenith or any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except (in the case of clause (B)(2y) above) for such violations, conflicts, breaches or defaults that that, either individually or in the aggregate will aggregate, would not reasonably be expected to have a Material Adverse Effect on Premcor or the Surviving CorporationXenith.

Authority; No Violation. (ia) Premcor The Company has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the Company Required Vote, to consummate the transactions contemplated hereby. The Company Board at a duly held meeting has unanimously (i) determined that this Agreement and the Merger are fair to and in the best interests of the Company and the Shareholders and declared this Agreement and the Merger to be advisable, (ii) approved the Merger, the execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, have been duly and validly approved by (iii) recommended that the Board of Directors of Premcor. The Board of Directors of Premcor has Shareholders adopt this Agreement and directed that this Agreement be submitted to Premcor stockholders for approval consideration by the Shareholders at a meeting of Premcor stockholders the Company Shareholder Meeting. Except for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), and, except for the approval of the Merger and adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares votes cast by all holders of Premcor Company Common Stock (the “Premcor Stockholder ApprovalCompany Required Vote”), no other corporate proceedings on the part of Premcor the Company or its Shareholders are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Premcor the Company and (assuming due authorization, execution and delivery by ValeroParent and Merger Sub) constitutes a valid and binding obligation of Premcorthe Company, enforceable against Premcor the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors rights generally and is subject to general principles of equity. (iib) Neither the execution and delivery of this Agreement by Premcor, the Company nor the consummation by Premcor the Company of the transactions contemplated hereby, nor compliance by Premcor the Company with any of the terms or provisions of this Agreementhereof, will (i) violate or conflict with any provision of the Company Articles or Company Bylaws or any of the organizations documents of any Company Subsidiary, or (ii) assuming that all of the consents, approvals and filings referred to in Section 4.04 are duly obtained or made, (A) violate any provision of the Amended and Restated Certificate of Incorporation or the Amended and Restated By-Laws of PremcorLaw, or (B) assuming that the consents and approvals referred to in Section 4.1(d) are duly obtained, (1) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, Permit, decree or injunction applicable to Premcorthe Company, any of its Subsidiaries or Non-Company Subsidiary Affiliates or any of their respective properties or assets assets, or (2B) violate, conflict with, result in a breach of any provision of of, or require redemption or repurchase or otherwise require the loss of purchase or sale of, any benefit undersecurities, constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of Premcor, the Company or any of its Subsidiaries or its Non-Company Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, Lien, license, lease, Contract, agreement or other instrument or obligation to which Premcor, the Company or any of its Subsidiaries or Non-Company Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (B)(2ii) above) for such violations, conflicts, breaches breaches, defaults or defaults other events that either individually or would not reasonably be expected to result in the aggregate will not have a Company Material Adverse Effect on Premcor or the Surviving CorporationEffect.

Authority; No Violation. (ia) Premcor Marigold has full the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement and the consummation by Marigold of the transactions contemplated hereby, hereby have been duly and validly approved authorized by all necessary corporate actions on the Board part of Directors of PremcorMarigold. The Board of Directors of Premcor has directed that this Agreement be submitted to Premcor stockholders for approval at a meeting of Premcor stockholders Except for the purpose of approving Required Marigold Vote, the Merger and this Agreement (the “Premcor Stockholders Meeting”), and, except for the approval calling of the Merger Marigold Shareholder Meeting, and of this Agreement by the affirmative vote filing of the holders Articles of a majority of Second Merger with the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”)ISS, no other corporate proceedings on the part of Premcor are Marigold or vote, consent or approval of the Marigold Shareholders is necessary to approve adopt this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Premcor Marigold and (assuming due authorization, execution and delivery by ValeroMontage, New Holdco, Merger Sub 1 and Merger Sub 2) constitutes a the valid and binding obligation of PremcorMarigold, enforceable against Premcor Marigold in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies). On or prior to the date hereof, the Marigold Board adopted resolutions (i) determining that this Agreement, the Iowa Plan of Merger and the transactions contemplated hereby and thereby, including the Second Merger, are advisable, fair to, and in the best interests of, Marigold and the Marigold Shareholders, (ii) approving and declaring the advisability of this Agreement, the Iowa Plan of Merger and the transactions contemplated hereby and thereby, including the Second Merger, and (iii) subject to the terms and conditions of Section 6.10, recommending that the Marigold Shareholders vote to adopt this Agreement. (iib) Neither None of the execution and delivery of this Agreement by Premcoror the other Transaction Documents, nor the consummation by Premcor of the transactions contemplated herebyhereby or thereby, nor compliance by Premcor Marigold with any of the terms or provisions of this Agreement, hereof or thereof will (Ai) violate any provision of the Amended and Restated Certificate of Incorporation or the Amended and Restated By-Laws of Premcor, Marigold Organizational Documents or (Bii) assuming that the consents consents, approvals and approvals filings referred to in clauses (i) through (iv) of Section 4.1(d) 3.5 are duly obtainedobtained and/or made, (1A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction Order applicable to PremcorMarigold, any of its the Marigold Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or assets, (2B) violate, conflict with, require any consent under, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate or change adversely any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of Premcor, any of its Subsidiaries or its Non-Subsidiary Affiliates under, obligation under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract or other binding instrument or obligation obligation, whether written or unwritten (collectively, “Contracts”), to which Premcor, Marigold or any of its the Marigold Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or (C) result in the creation of any Lien (other than a Permitted Lien) upon any of their the respective properties or assets may be bound of Marigold or affectedany of the Marigold Subsidiaries, except (in the case of except, with respect to clause (B)(2) above) for such violationsii), conflictsas would not be reasonably likely to have, breaches or defaults that either individually or in the aggregate will not have aggregate, a Material Adverse Effect on Premcor or the Surviving CorporationMarigold.

Authority; No Violation. (ia) Premcor NCF has full corporate power and authority to execute and deliver this Agreement and and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of NCF Common Stock (the "NCF Shareholder Approval"), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly and validly approved by the Board of Directors of PremcorNCF. The Board of Directors of Premcor NCF determined that the Merger is advisable and in the best interest of NCF and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Premcor stockholders NCF's shareholders for approval adoption at a meeting of Premcor stockholders such shareholders. Except for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), and, except for the approval of the Merger and of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder NCF Shareholder Approval”), no other corporate proceedings on the part of Premcor NCF are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Premcor NCF and (assuming due authorization, execution and delivery by ValeroSTI) constitutes a valid and binding obligation obligations of PremcorNCF, enforceable against Premcor NCF in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (iib) Neither the execution and delivery by NCF of this Agreement by Premcor, nor the consummation by Premcor NCF of the transactions contemplated hereby, nor compliance by Premcor NCF with any of the terms or provisions of this Agreementhereof, will (Ai) violate any provision of the Amended and Restated Certificate NCF Articles or Bylaws of Incorporation NCF or the Amended and Restated By-Laws governing documents of Premcor, any of its Subsidiaries or (Bii) assuming that the consents and approvals referred to in Section 4.1(d) 4.4 are duly obtained, (1x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to PremcorNCF, any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (2y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of Premcor, NCF or any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Premcor, NCF or any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (B)(2) above) for such violations, conflicts, breaches or defaults that either individually or in the aggregate will not have a Material Adverse Effect on Premcor or the Surviving Corporation.

Authority; No Violation. (i) Premcor 5.4.1. Acquirer has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the Regulatory Approvals, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement by Acquirer and the consummation completion by Acquirer of the transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of Premcor. The Board of Directors of Premcor has directed that this Agreement be submitted to Premcor stockholders for approval at a meeting of Premcor stockholders for the purpose of approving the Merger Acquirer, and this Agreement (the “Premcor Stockholders Meeting”), and, except for the approval of the Merger and of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”), no other corporate proceedings on the part of Premcor Acquirer are necessary to approve this Agreement and to consummate complete the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by Premcor Acquirer, and (assuming subject to approval by the stockholders of Yardville and receipt of the Regulatory Approvals and due authorization, execution and delivery by Valero) constitutes a valid and binding obligation of Premcor, enforceable against Premcor in accordance with its terms. (ii) Neither the execution and delivery of this Agreement by PremcorYardville, nor constitutes the valid and binding obligations of Acquirer, enforceable against Acquirer in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity. 5.4.2. The execution and delivery of this Agreement by Acquirer, the consummation by Premcor of the transactions contemplated hereby, nor and compliance by Premcor Acquirer with any of the terms or provisions hereof will not: (i) conflict with or result in a breach of this Agreement, will (A) violate any provision of the Amended and Restated Certificate certificate of Incorporation incorporation charter or the Amended and Restated By-Laws bylaws of Premcor, Acquirer or Acquirer Bank; (Bii) assuming that the consents receipt of Regulatory Approvals and approvals referred to in Section 4.1(d) are duly obtainedYardville’s and Acquirer’s compliance with any conditions contained therein, (1A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, any of its Subsidiaries Acquirer or Non-Subsidiary Affiliates Acquirer Bank or any of their respective properties or assets assets, or (2B) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, accelerate any right or benefit provided by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Premcor, any of its Subsidiaries Acquirer or its Non-Subsidiary Affiliates under, Acquirer Bank under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Premcor, any either of its Subsidiaries or Non-Subsidiary Affiliates them is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (B)(2) above) for such violations, conflicts, breaches or defaults that under clause (ii) hereof which, either individually or in the aggregate aggregate, will not have a Material Adverse Effect on Premcor or the Surviving CorporationAcquirer.

Authority; No Violation. (i) Premcor Virata has full corporate power and ----------------------- authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly and validly approved by the Board of Directors of PremcorVirata. The Board of Directors of Premcor Virata has directed that this Agreement be submitted to Premcor Virata stockholders for approval at a meeting of Premcor Virata stockholders for the purpose of approving the Merger and this Agreement (the “Premcor "Virata Stockholders Meeting”"), and, except for --------------------------------- the approval of the Merger and of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Virata Common Stock (the “Premcor "Virata Stockholder Approval”"), no other corporate proceedings on the part of Premcor ---------------------------- Virata are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Premcor Virata and (assuming due authorization, execution and delivery by ValeroGlobespan and Merger Sub) constitutes a valid and binding obligation of PremcorVirata, enforceable against Premcor Virata in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity. (ii) Neither the execution and delivery of this Agreement by PremcorVirata, nor the consummation by Premcor Virata of the transactions contemplated hereby, nor compliance by Premcor Virata with any of the terms or provisions of this Agreementhereof, will (A) violate any provision of the Amended and Restated Certificate of Incorporation or the Amended and Restated By-Laws of PremcorVirata, or (B) assuming that the consents and approvals referred to in Section 4.1(d) are duly obtained, (1I) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to PremcorVirata, any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (2II) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of PremcorVirata, any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which PremcorVirata, any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (B)(2B) above) for such violations, conflicts, breaches or defaults that either individually or in the aggregate will not have a Material Adverse Effect on Premcor Virata or the Surviving Corporation.

Authority; No Violation. (ia) Premcor CIT has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the approval of CIT's shareholders, to consummate the transactions contemplated herebyhereby and by the Plan of Arrangement. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated herebyhereby and by the Plan of Arrangement, and the execution of the DKB Voting Agreement by CIT, have been duly and validly approved by the Board of Directors of PremcorCIT. The Board of Directors of Premcor CIT has directed that the issuance of shares of CIT Common Stock pursuant to this Agreement and the Plan of Arrangement and upon conversion of Exchangeable Shares be submitted to Premcor stockholders CIT's shareholders for approval at a meeting of Premcor stockholders for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), such shareholders and, except for the approval of the Merger and issuance of this Agreement such shares by the affirmative requisite vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”)CIT's shareholders, no other corporate proceedings on the part of Premcor CIT are necessary to approve this Agreement and the Plan of Arrangement and to consummate the transactions contemplated herebyhereby and thereby. This Agreement has and the Plan of Arrangement have been duly and validly executed and delivered by Premcor CIT and (assuming due authorization, execution and delivery by ValeroNewcourt) each of this Agreement and the Plan of Arrangement constitutes a valid and binding obligation of PremcorCIT, enforceable against Premcor CIT in accordance with its terms, except as may be limited by the Bankruptcy Exception. (iib) Neither Except as set forth in Section 5.3(b) of the CIT Disclosure Schedule, neither the execution and delivery of this Agreement by PremcorCIT, nor the consummation by Premcor CIT of the transactions contemplated herebyhereby or by the Plan of Arrangement, nor compliance by Premcor CIT with any of the terms or provisions of this Agreementhereof, will (Ai) violate any provision of the Amended and Restated Certificate of Incorporation or the Amended and Restated By-Laws of PremcorCIT, (ii) violate the articles of incorporation or by-laws or similar governing documents of any of the CIT Subsidiaries or (Biii) assuming that the consents and approvals referred to in Section 4.1(d) 5.4 are duly obtained, (1x) violate any statute, code, ordinance, rule, regulation, mandatory government policy, judgment, order, writ, decree or injunction applicable to Premcor, CIT or any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets Properties, or (2y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, require any payment under, result in the termination of or a right of termination or cancellation under, accelerate or permit the creation of an obligation to accelerate the performance required by, accelerate result in the loss of any benefit under, or result in a right of first refusal or benefit provided byoption to purchase or acquire, or result in the creation of any Lien Encumbrance (other than any Permitted Encumbrance) upon any of the respective properties Properties of CIT or assets of Premcor, any of its the CIT Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, loan or credit agreement or other agreement or other instrument or obligation to which Premcor, CIT or any of its the CIT Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets Properties may be bound or affected, except (in the case of clause (B)(2) above) for such violations, conflicts, breaches or defaults that either individually or in the aggregate will not have a Material Adverse Effect on Premcor or the Surviving Corporation.

Authority; No Violation. (ia) Premcor The Company has full corporate limited liability company power and authority to execute and deliver this Agreement and the Parent Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement, Agreement and the Parent Agreements and the consummation of the transactions contemplated hereby, hereby and thereby have been duly and validly approved by all requisite limited liability company action on the Board of Directors of Premcor. The Board of Directors of Premcor has directed that this Agreement be submitted to Premcor stockholders for approval at a meeting of Premcor stockholders for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), and, except for the approval part of the Merger Company, and of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”), no other corporate limited liability company proceedings on the part of Premcor the Company are necessary to approve this Agreement and or the Parent Agreements or to authorize or consummate the transactions contemplated herebyhereby or thereby. This Agreement has and the Parent Agreements have been duly and validly executed and delivered by Premcor the Company and (assuming the due authorization, execution and delivery of this Agreement and the Parent Agreements by Valerothe other parties hereto and thereto) constitutes a constitute valid and binding obligation obligations of Premcor, the Company enforceable against Premcor the Company in accordance with its their terms, except as the enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the rights of creditors generally and the availability of equitable relief (whether in proceedings at law or in equity). (iib) Neither the execution and delivery of this Agreement or the Parent Agreements by Premcor, the Symphony Parties who are parties thereto nor the consummation by Premcor the Company or its Subsidiaries of any of the transactions contemplated herebyhereby or thereby to be performed by them, nor compliance by Premcor the Company or its Subsidiaries with any of the terms or provisions of this Agreementhereof or thereof, will (Ai) violate any provision of the Amended and Restated Certificate of Incorporation Company Operating Agreement or the Amended and Restated By-Laws articles of Premcorincorporation, charter or bylaws or comparable organizational documents of the Company's Subsidiaries or (Bii) assuming that the consents and approvals referred to in Section 4.1(d) 2.4 are duly obtained, (1x) violate violate, conflict with or require any statutenotice, codefiling, ordinanceconsent, rule, regulation, judgment, order, writ, decree waiver or injunction applicable approval under any Applicable Law to Premcor, any of its which the Company or the Company's Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties properties, contracts or assets are subject, or (2y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate or result in a right of acceleration of the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien Encumbrance upon the Membership Interests or any of Encumbrance upon the respective properties properties, contracts or assets of Premcor, any of the Company or its Subsidiaries or its Non-Subsidiary Affiliates under, or require any of the termsnotice, conditions approval, waiver or provisions of consent under, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Premcor, any of the Company or its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they the Company or its Subsidiaries or any of their respective properties or assets assets, may be bound or affected, except (other than, in the case of clause clauses (B)(2x) aboveand (y) for and other than with respect to Encumbrances upon Membership Interests, any such violationsitems that would not be reasonably likely, conflicts, breaches or defaults that either individually or in the aggregate will not aggregate, to have a Company Material Adverse Effect on Premcor or the Surviving CorporationEffect.

Authority; No Violation. (ia) Premcor Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly and validly approved by the Board of Directors of PremcorCompany. The Board of Directors of Premcor Company has determined that this Agreement is advisable and in the best interests of Company and its shareholders and has directed that this Agreement be submitted to Premcor stockholders Company’s shareholders for approval and adoption at a duly held meeting of Premcor stockholders such shareholders and has adopted a resolution to the foregoing effect. Except for the purpose receipt of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), and, except for the approval of the Merger and of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Company Common Stock (entitled to vote to adopt and approve the “Premcor Stockholder Approval”)plan of merger contained in this Agreement, no other corporate proceedings on the part of Premcor are necessary to approve this Agreement and to consummate the transactions contemplated herebyhereby have been authorized by all necessary respective corporate action. This Agreement has been duly and validly executed and delivered by Premcor Company and (assuming due authorization, execution and delivery by ValeroParent and Merger Sub) constitutes a the valid and binding obligation of PremcorCompany, enforceable against Premcor Company in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)). (iib) Neither the execution and delivery of this Agreement by Premcor, Company nor the consummation by Premcor Company of the transactions contemplated hereby, nor compliance by Premcor Company with any of the terms or provisions of this Agreement, will (Ai) violate any provision of the Amended and Restated Certificate of Incorporation Company Articles or the Amended and Restated By-Laws of Premcor, Company Bylaws or (Bii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.1(d) 3.4 are duly obtainedobtained and/or made, (1A) violate any statute, code, ordinance, rule, regulationlaw, judgment, order, writ, injunction or decree or injunction applicable to PremcorCompany, any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (2B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of Premcor, Company or any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, by-law or other instrument or obligation to which Premcor, Company or any of its Subsidiaries or Non-Subsidiary Affiliates is a party, party or by which they any of them or any of their respective properties or assets may be is bound or affectedexcept, except (in the case of with respect to clause (B)(2) above) for ii), any such violationsviolation, conflictsconflict, breaches breach, default, termination, cancellation, acceleration or defaults creation that either individually or in the aggregate will would not have reasonably be expected to cause a Material Adverse Effect on Premcor or the Surviving CorporationEffect.

Authority; No Violation. (ia) Premcor has Subject to the approval of this Agreement and the transactions contemplated hereby by the stockholders of Ramapo, and subject to the parties obtaining all necessary regulatory approvals, Ramapo and the Bank have full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyhereby in accordance with the terms hereof. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly and validly approved by the Board of Directors of Premcoreach of Ramapo and the Bank. The execution and delivery of the Bank Merger Agreement has been duly and validly approved by the Board of Directors of Premcor has directed that this Agreement be submitted to Premcor stockholders for approval at a meeting of Premcor stockholders the Bank. Except for the purpose of approving the Merger and this Agreement approvals described in paragraph (the “Premcor Stockholders Meeting”), and, except for the approval of the Merger and of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”)b) below, no other corporate proceedings on the part of Premcor Ramapo or the Bank are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Premcor Ramapo and (assuming due authorizationthe Bank, execution and delivery by Valero) constitutes a valid and binding obligation obligations of PremcorRamapo and the Bank, enforceable against Premcor Ramapo and the Bank in accordance with its terms. (iib) Neither the execution and delivery of this Agreement by PremcorRamapo and the Bank, nor the consummation by Premcor Ramapo and the Bank of the transactions contemplated herebyhereby in accordance with the terms hereof, nor or compliance by Premcor Ramapo and the Bank with any of the terms or provisions of this Agreementhereof, will (Ai) violate any provision of Ramapo's or the Amended and Restated Certificate Bank's Certificates of Incorporation or the Amended and Restated By-Laws of PremcorBylaws, or (Bii) assuming that the consents and approvals referred to in Section 4.1(d) set forth below are duly obtained, (1) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, any of its Subsidiaries Ramapo or Non-Subsidiary Affiliates the Bank or any of their respective properties or assets assets, or (2iii) except as set forth in the Ramapo Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Premcor, any of its Subsidiaries Ramapo or its Non-Subsidiary Affiliates the Bank under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Premcor, any of its Subsidiaries Ramapo or Non-Subsidiary Affiliates the Bank is a party, or by which they either or both of them or any of their respective properties or assets may be bound or affectedaffected except, except with respect to (in the case of clause ii) and (B)(2iii) above) for , such violations, conflicts, breaches or defaults that either as individually or and in the aggregate will not have a Material Adverse Effect material adverse effect on Premcor the business, operations, assets or financial condition of Ramapo and its Subsidiaries on a consolidated basis, and which will not prevent or delay the consummation of the transactions contemplated hereby. Except for consents and approvals of or filings or registrations with or notices to the OCC, the Department, the Board of Governors of the Federal Reserve System ("FRB"), the Securities and Exchange Commission ("SEC"), applicable state securities bureaus or commissions, the New Jersey Secretary of State and the stockholders of Ramapo, no consents or approvals of or filings or registrations with or notices to any third party or any public body or authority are necessary on behalf of Ramapo or the Surviving CorporationBank in connection with (x) the execution and delivery by Ramapo and the Bank of this Agreement and (y) the consummation by Ramapo and the Bank of the transactions contemplated hereby and (z) the execution and delivery by the Bank of the Bank Merger Agreement and the consummation by the Bank of the transactions contemplated thereby.

Authority; No Violation. (ia) Premcor Each of TD and Berlin Mergerco has full corporate power and authority to execute and deliver this Agreement and, in the case of TD, the Stockholders Agreement, and the agreements and instruments contemplated hereby and thereby, and to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and, in the case of TD, the Stockholders Agreement, and the agreements and instruments contemplated hereby and thereby, and the performance and consummation of the transactions contemplated hereby, hereby and thereby have been duly and validly approved by the Board all requisite corporate and stockholder action of Directors of Premcor. The Board of Directors of Premcor has directed that this Agreement be submitted to Premcor stockholders for approval at a meeting of Premcor stockholders for the purpose of approving the Merger TD and this Agreement (the “Premcor Stockholders Meeting”)Berlin Mergerco, and, except for the approval of the Merger and of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”), no other corporate or stockholder proceedings on the part of Premcor TD or Berlin Mergerco are necessary to approve this Agreement or, in the case of TD, the Stockholders Agreement, or the agreements and instruments contemplated hereby or thereby, or to perform or to consummate the transactions contemplated herebyhereby and thereby, except that TD, as sole stockholder of Berlin Mergerco, shall adopt this Agreement in respect of the Acquisition Merger prior to the Acquisition Merger Effective Time. This Agreement has been duly and validly executed and delivered by Premcor TD and Berlin Mergerco and (assuming due authorization, execution and delivery by ValeroBanknorth and Banknorth Delaware) constitutes a valid and binding obligation of PremcorTD and Berlin Mergerco, enforceable against Premcor TD and Berlin Mergerco in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (iib) Neither Except as set forth in Section 4.3(b) of the TD Disclosure Schedule, neither the execution and delivery of this Agreement by PremcorTD and Berlin Mergerco, nor the execution and delivery of the Stockholders Agreement by TD, nor the consummation by Premcor TD and Berlin Mergerco of the transactions contemplated herebyhereby or thereby, nor compliance by Premcor TD and Berlin Mergerco with any of the terms or provisions of this Agreementhereof or thereof, will (Ai) violate any provision of the Amended and Restated Certificate charter or By-laws of Incorporation TD or the Amended and Restated certificate of incorporation or By-Laws laws of Premcor, Berlin Mergerco or (Bii) assuming that the consents and approvals referred to in Section 4.1(d) 4.4 are duly obtained, (1x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, TD or Berlin Mergerco or any of its their respective Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets assets, or (2y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of Premcor, TD or Berlin Mergerco or any of its their respective Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Premcor, TD or Berlin Mergerco or any of its their respective Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (B)(2y) above) for such violations, conflicts, breaches breaches, defaults or defaults that other events which either individually or in the aggregate will not have and would not reasonably be expected to have a Material Adverse Effect on Premcor TD. (c) The Stockholders Agreement has been duly and validly executed and delivered by TD and (assuming due authorization, execution and delivery by Banknorth and Banknorth Delaware) constitutes a valid and binding obligation of TD enforceable against TD in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or the Surviving Corporationa court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.

Authority; No Violation. (ia) Premcor The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly duly, validly and validly unanimously approved by the Company Board. Company Board has determined unanimously that this Agreement is advisable and in the best interests of Directors of Premcor. The Board of Directors of Premcor the Company and its stockholders and has directed that this Agreement be submitted to Premcor the Company’s stockholders for approval and adoption at a duly held meeting of Premcor such stockholders, together with the recommendation of the Board of Directors that the stockholders for the purpose of approving the Merger approve and adopt this Agreement (the “Premcor Stockholders MeetingBoard Recommendation”), and, except ) and has adopted a resolution to the foregoing effect. Except for the approval of the Merger and adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Company Common Stock entitled to vote at such meeting (the “Premcor Requisite Stockholder Approval”), no other corporate proceedings on the part of Premcor the Company are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Premcor the Company and (assuming due authorization, execution and delivery by ValeroBuyer) constitutes a the valid and binding obligation of Premcorthe Company, enforceable against Premcor the Company in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)). (iib) Neither the execution and delivery of this Agreement by Premcor, the Company nor the consummation by Premcor the Company of the transactions contemplated hereby, nor compliance by Premcor the Company with any of the terms or provisions of this Agreement, will (Ai) violate any provision of the Amended and Restated Company Certificate of Incorporation or the Amended and Restated By-Laws of PremcorCompany Bylaws, or (Bii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.1(d) 3.4 are duly obtainedobtained and/or made, (1A) violate any statute, code, ordinance, rule, regulationlaw, judgment, order, writ, injunction or decree or injunction applicable to PremcorCompany, any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (2B) except as would not, individually or in the aggregate, have a material adverse effect on the Company, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of Premcor, the Company or any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, by-law or other instrument or obligation to which Premcor, the Company or any of its Subsidiaries or Non-Subsidiary Affiliates is a party, party or by which they any of them or any of their respective properties or assets may be is bound or affected(collectively, except (in the case of clause (B)(2) above) for such violations, conflicts, breaches or defaults that either individually or in the aggregate will not have a Material Adverse Effect on Premcor or the Surviving Corporation“Company Contracts”).

Authority; No Violation. (i) Premcor Each of Globespan and Merger Sub has ----------------------- full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly and validly approved by the Board of Directors of Premcoreach of Globespan and Merger Sub. Globespan, as sole stockholder of Merger Sub, has approved this Agreement and the transactions contemplated hereby. The Board of Directors of Premcor Globespan has directed that the issuance of Globespan Common Stock pursuant to this Agreement be submitted to Premcor Globespan stockholders for approval at a meeting of Premcor Globespan stockholders for the purpose of approving the Merger and this Agreement (the “Premcor "Globespan Stockholders Meeting”"), and, except ------------------------------ for the approval of the Merger and issuance of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Globespan Common Stock in the Merger by majority vote at a meeting of Globespan's stockholders at which a quorum is present (the “Premcor "Globespan Stockholder Approval”"), no other corporate proceedings ------------------------------ on the part of Premcor Globespan or Merger Sub are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Premcor each of Globespan and Merger Sub and (assuming due authorization, execution and delivery by ValeroVirata) constitutes a valid and binding obligation of PremcorGlobespan and Merger Sub, enforceable against Premcor Globespan and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity. (ii) Neither the execution and delivery of this Agreement by PremcorGlobespan and Merger Sub, nor the consummation by Premcor Globespan and Merger Sub of the transactions contemplated hereby, nor compliance by Premcor Globespan and Merger Sub with any of the terms or provisions of this Agreementhereof, will (A) violate any provision of the Amended and Restated Certificate of Incorporation or the Amended and Restated By-Laws of Premcor, Globespan or the Certificate of Incorporation or By-Laws of Merger Sub or (B) assuming that the consents and approvals referred to in Section 4.1(d4.2(d) are duly obtained, (1I) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to PremcorGlobespan or Merger Sub, any of its their Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (2II) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of PremcorGlobespan or Merger Sub, any of its their Subsidiaries or its Non-Subsidiary Affiliates under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which PremcorGlobespan or Merger Sub, any of its their Subsidiaries or their Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (B)(2B) above) for such violations, conflicts, breaches or defaults that that, either individually or in the aggregate aggregate, will not have a Material Adverse Effect on Premcor Globespan or the Surviving Corporation.

Authority; No Violation. (ia) Premcor has Sterling and Sterling Bank have full corporate power and authority to execute and deliver this Agreement and, subject to the approval of the shareholders of Sterling and the receipt of the Consents of the Regulatory Authorities, to consummate the transactions contemplated hereby. The Boards of Directors of Sterling and Sterling Bank have duly and validly approved this Agreement and the transactions contemplated hereby, have authorized the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly approved by the Board of Directors of Premcor. The Board of Directors of Premcor has directed that this Agreement and the transactions contemplated hereby be submitted to Premcor stockholders Sterling’s shareholders for approval at a meeting of Premcor stockholders for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), such shareholders and, except for the approval adoption of the Merger and of this such Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”)Sterling’s shareholders, no other corporate proceedings proceeding on the part of Premcor are Sterling or Sterling Bank is necessary to approve this Agreement and to consummate the transactions contemplated herebyso contemplated. This Agreement has been duly and validly executed and delivered by Premcor and (assuming due authorization, execution and delivery by Valero) Roma and Roma Bank), constitutes a valid and binding obligation of PremcorSterling and Sterling Bank, and, subject to approval by the shareholders of Sterling and receipt of the Consents of the Regulatory Authorities, will be enforceable against Premcor Sterling and Sterling Bank in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership or similar laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought. (iib) Neither None of (x) the execution and delivery of this Agreement by PremcorSterling or Sterling Bank, nor (y) the consummation by Premcor Sterling or Sterling Bank of the transactions contemplated hereby, nor or (z) compliance by Premcor Sterling, Sterling Bank or any Sterling Subsidiary with any of the terms or provisions of this Agreementhereof, will (Ai) violate any provision of the Amended and Restated Certificate of Incorporation or Bylaws of Sterling or Sterling Bank or the Amended and Restated By-Laws organizational documents of Premcorany Sterling Subsidiary, or (Bii) assuming that the consents Consents of the Regulatory Authorities and approvals referred to in Section 4.1(d) herein are duly obtained, (1) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to PremcorSterling, any of its Subsidiaries or Non-Sterling Bank, a Sterling Subsidiary Affiliates or any of their respective properties or assets assets, or (2iii) except as disclosed in Sterling Schedule 3.6(b), violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, accelerate any right or benefit provided by, by or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of PremcorSterling, Sterling Bank or any of its Subsidiaries or its Non-Sterling Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which PremcorSterling, Sterling Bank or any of its Subsidiaries or Non-Sterling Subsidiary Affiliates is a party, or by which they it or any of their respective properties or assets may be bound or affected, except (in the case of clause (B)(2) above) for such violations, conflicts, breaches or defaults that either individually or in the aggregate will not have a Material Adverse Effect on Premcor or the Surviving Corporation.

Authority; No Violation. (ia) Premcor CAVB has full corporate power and authority to execute and deliver this Agreement and and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of CAVB Common Stock, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly and validly approved by the Board of Directors of PremcorCAVB. The Board of Directors of Premcor CAVB determined that the Merger is advisable and in the best interest of CAVB and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Premcor stockholders CAVB's shareholders for approval adoption at a meeting of Premcor stockholders for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), such shareholders and, except for the approval of the Merger and adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor CAVB Common Stock (the “Premcor Stockholder Approval”)Stock, no other corporate proceedings on the part of Premcor CAVB are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Premcor CAVB and (assuming due authorization, execution and delivery by ValeroPNFP) constitutes a valid and binding obligation obligations of PremcorCAVB, enforceable against Premcor CAVB in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (iib) Neither the execution and delivery of this Agreement by PremcorCAVB, nor the consummation by Premcor CAVB of the transactions contemplated hereby, nor compliance by Premcor CAVB with any of the terms or provisions of this Agreementhereof, will (Ai) violate any provision of the Amended and Restated Certificate of Incorporation CAVB Charter or the Amended and Restated By-Laws Bylaws of PremcorCAVB, or (Bii) assuming that the consents and approvals referred to in Section 4.1(d) 4.4 are duly obtained, (1x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to PremcorCAVB, any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (2y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of PremcorCAVB, any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which PremcorCAVB, any of its Subsidiaries or its Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (B)(2ii) above) for such violations, conflicts, breaches or defaults that which either individually or in the aggregate will not have a Material Adverse Effect on Premcor or the Surviving CorporationCAVB.

Authority; No Violation. (ia) Premcor The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly and validly approved by the Board of Directors of Premcorthe Company. The Board of Directors of Premcor the Company has directed that this Agreement and the transactions contemplated hereby be submitted to Premcor stockholders the Company's shareholders for approval at a meeting of Premcor stockholders for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), such shareholders and, except for the approval of the Merger and adoption of this Agreement by the affirmative vote of two-thirds of the votes eligible to be cast at such meeting by the holders of a majority of the outstanding shares of Premcor Class A Common Stock (the “Premcor Stockholder Approval”)and Class B Common Stock voting together as a class, no other corporate proceedings on the part of Premcor the Company are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Premcor the Company and (assuming due authorization, execution and delivery by ValeroParent and Merger Sub) constitutes a valid and binding obligation of Premcorthe Company, enforceable against Premcor the Company in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (iib) Neither Except as set forth in Section 3.3(b) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by Premcor, the Company nor the consummation by Premcor the Company of the transactions contemplated hereby, hereby nor compliance by Premcor the Company with any of the terms or provisions of this Agreement, hereof will (Ai) violate any provision of the Amended and Restated Certificate of Incorporation or the Amended and Restated By-Laws laws of Premcorthe Company, or (Bii) assuming that the consents and approvals referred to in Section 4.1(d) 3.4 hereof are duly obtained, (1x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, the Company or any of its Subsidiaries or Non-Subsidiary Affiliates Subsidiaries, or any of their respective properties or assets assets, or (2y) violate, conflict withcontravene, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Premcor, the Company or any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Premcor, the Company or any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except (only in the case of clause (B)(2y) above) for such violations, conflicts, breaches or defaults that which, either individually or in the aggregate will aggregate, have not had and would not be reasonably likely to have a Material Adverse Effect on Premcor or the Surviving CorporationCompany.

Authority; No Violation. (ia) Premcor VIST has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the Regulatory Approvals and the VIST Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement by VIST and the consummation by VIST of the transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of Premcor. The Board of Directors of Premcor has directed that this Agreement be submitted to Premcor stockholders for approval at a meeting of Premcor stockholders for the purpose of approving the Merger VIST, and this Agreement (the “Premcor Stockholders Meeting”), and, except for the approval of the Merger and of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”), no other corporate proceedings on the part of Premcor are VIST, except for the approval of the VIST shareholders, is necessary to approve this Agreement and to consummate the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by Premcor VIST, and (assuming subject to approval by the shareholders of VIST and receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by Valero) ▇▇▇▇▇▇▇▇, constitutes a the valid and binding obligation of PremcorVIST, enforceable against Premcor VIST in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity. (iib) Neither Subject to receipt of Regulatory Approvals and VIST’s and ▇▇▇▇▇▇▇▇’▇ compliance with any conditions contained therein, and to the receipt of the VIST Shareholder Approval, (A) the execution and delivery of this Agreement by PremcorVIST, nor (B) the consummation by Premcor of the transactions contemplated hereby, nor and (C) compliance by Premcor VIST with any of the terms or provisions hereof will not (i) conflict with or result in a breach of this Agreement, will (A) violate any provision of the Amended and Restated Certificate articles of Incorporation incorporation or bylaws of VIST or any VIST Subsidiary or the Amended charter and Restated By-Laws bylaws of Premcor, or VIST Bank; (B) assuming that the consents and approvals referred to in Section 4.1(d) are duly obtained, (1ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, VIST or any of its Subsidiaries or Non-VIST Subsidiary Affiliates or any of their respective properties or assets assets; or (2iii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, accelerate any right or benefit provided by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Premcor, any of its Subsidiaries VIST or its Non-Subsidiary Affiliates under, VIST Bank under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which Premcor, any of its Subsidiaries VIST or Non-Subsidiary Affiliates VIST Bank is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (B)(2) above) for such violations, conflicts, breaches or defaults that under clause (ii) or (iii) hereof which, either individually or in the aggregate aggregate, will not have a Material Adverse Effect on Premcor or VIST and the Surviving CorporationVIST Subsidiaries taken as a whole.

Authority; No Violation. (ia) Premcor Sky has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly and validly approved by the Board of Directors of PremcorSky. The Board of Directors of Premcor Sky has determined that this Agreement and the transactions contemplated hereby are in the best interests of Sky and its shareholders and has directed that this Agreement and the transactions contemplated by this Agreement be submitted to Premcor stockholders Sky’s shareholders for approval adoption at a duly held meeting of Premcor stockholders for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), such shareholders and, except for the approval of this Agreement and the Merger and of transactions contemplated by this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Sky Common Stock (the “Premcor Stockholder Approval”)entitled to vote on such proposal at such meeting at which a quorum is present, no other corporate proceedings on the part of Premcor Sky are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Premcor Sky and (assuming due authorization, execution and delivery by ValeroHuntington and Merger Sub) constitutes a the valid and binding obligation of PremcorSky, enforceable against Premcor Sky in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (iib) Neither the execution and delivery of this Agreement by Premcor, Sky nor the consummation by Premcor Sky of the transactions contemplated hereby, nor compliance by Premcor Sky with any of the terms or provisions of this Agreement, will (Ai) violate any provision of the Amended and Restated Certificate of Incorporation Sky Articles or the Amended and Restated By-Laws of Premcor, Sky Regulations or (Bii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.1(d) 3.4 are duly obtainedobtained and/or made, (1A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction (as defined in Section 7.1(e)) applicable to PremcorSky, any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (2B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of Premcor, Sky or any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Premcor, Sky or any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (B)(2) above) for such violations, conflicts, breaches or defaults with respect to clause (ii) that are not reasonably likely to have, either individually or in the aggregate will not have aggregate, a Material Adverse Effect on Premcor or the Surviving CorporationSky.

Authority; No Violation. (i) Premcor Each of ConocoPhillips and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly and validly approved by the Board of Directors of Premcoreach of ConocoPhillips and Merger Sub. The Board ConocoPhillips, as sole stockholder of Directors of Premcor Merger Sub, has directed that approved and adopted this Agreement be submitted to Premcor stockholders for approval at a meeting of Premcor stockholders for and the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), and, except for the approval of the Merger and of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”), no transactions contemplated hereby. No other corporate proceedings on the part of Premcor ConocoPhillips or Merger Sub are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Premcor each of ConocoPhillips and Merger Sub and (assuming due authorization, execution and delivery by ValeroBurlington) constitutes a valid and binding obligation of PremcorConocoPhillips and Merger Sub, enforceable against Premcor ConocoPhillips and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). (ii) Neither the execution and delivery of this Agreement by Premcor, ConocoPhillips and Merger Sub nor the consummation by Premcor ConocoPhillips and Merger Sub of the transactions contemplated hereby, nor compliance by Premcor ConocoPhillips and Merger Sub with any of the terms or provisions of this Agreementhereof, will (A) violate any provision of the Amended and Restated Certificate of Incorporation or the Amended and Restated By-Laws of PremcorConocoPhillips or the Certificate of Incorporation or By-Laws of Merger Sub, or (B) assuming that the consents and approvals referred to in Section 4.1(d4.2(d) are duly obtained, (1I) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, ConocoPhillips or any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (2II) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of Premcor, ConocoPhillips or any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Premcor, any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affectedConocoPhillips Contract, except (in the case of clause (B)(2B) above) for such violations, conflicts, breaches breaches, losses, defaults, terminations, cancellations, accelerations or defaults that Liens that, either individually or in the aggregate will aggregate, would not have a Material Adverse Effect on Premcor ConocoPhillips or the Surviving Corporation.

Authority; No Violation. (ia) Premcor Subject to the parties obtaining all necessary regulatory approvals, Valley has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyhereby in accordance with the terms hereof, and VNB has full corporate power and authority to execute and deliver the Bank Merger Agreement and to consummate the transactions contemplated thereby in accordance with the terms thereof. The On or prior to the date of this agreement, (i) Valley’s Board of Directors, by resolution duly adopted by unanimous vote of those voting at a meeting duly called and held, approved the Merger and the Charter Amendment (as hereinafter defined) and determined it to be in the best interests of Valley’s shareholders, and (ii) a special committee of Valley’s Board of Directors, by resolution duly adopted by unanimous vote of those voting at a meeting duly called and held, approved this Merger Agreement. Except for the approval of the potential Valley Charter Amendment (as hereinafter defined), the execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly and validly approved by the Board of Directors of PremcorValley. The execution and delivery of the Bank Merger Agreement has been duly and validly approved by the Board of Directors of Premcor has directed that this Agreement be submitted to Premcor stockholders for approval at a meeting of Premcor stockholders VNB. Except for the purpose of approving the Merger and this Agreement approvals described in paragraph (the “Premcor Stockholders Meeting”), and, except for the approval of the Merger and of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”)b) below, no other corporate proceedings on the part of Premcor Valley or VNB are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Premcor and (Valley and, assuming due authorization, and valid execution and delivery of this Agreement by Valero) 1st United, constitutes a valid and binding obligation of PremcorValley, enforceable against Premcor Valley in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity, whether applied in a court of law or a court of equity. (iib) Neither the execution and delivery of this Agreement by PremcorValley nor the execution and delivery of the Bank Merger Agreement by VNB, nor the consummation by Premcor Valley of the transactions contemplated hereby, nor compliance hereby in accordance with the terms hereof or the consummation by Premcor with any VNB of the transactions contemplated thereby in accordance with the terms or provisions of this Agreementthereof, will (Ai) violate any provision of the Amended and Restated Certificate of Incorporation or the Amended and Restated By-Laws of PremcorValley Charter Documents, or (Bii) assuming that the consents and approvals referred to in Section 4.1(d) set forth below are duly obtained, (1) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, any of its Subsidiaries Valley or Non-Subsidiary Affiliates VNB or any of their respective properties or assets assets, or (2iii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Premcor, any of its Subsidiaries Valley or its Non-Subsidiary Affiliates VNB under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Premcor, any of its Subsidiaries Valley or Non-Subsidiary Affiliates VNB is a party, or by which they Valley or VNB or any of their respective properties or assets may be bound or affected, except except, with respect to (in the case of clause ii) and (B)(2iii) above) for , such violations, conflicts, breaches or defaults that either as individually or in the aggregate will not have a Material Adverse Effect on Premcor Valley. Except as would not constitute a Material Adverse Effect on Valley and for consents and approvals of or filings or registrations with or notices to the Surviving CorporationOCC, the FDIC (including the consent to the assignment of the Shared-Loss Agreements), the FRB, the SEC, and the shareholders of Valley, no consents or approvals of or filings or registrations with or notices to any federal or state governmental authority, instrumentality or administrative agency or, to the knowledge of Valley, any third party are necessary on behalf of Valley or VNB in connection with (a) the execution and delivery by Valley of this Agreement, (b) the consummation by Valley of the transactions contemplated hereby and (c) the execution and delivery by VNB of the Bank Merger Agreement and the consummation by VNB of the transactions contemplated thereby. To the knowledge of Valley, there is no reason why the consents and approvals referenced in the preceding sentence will not be obtained in a timely fashion.

Authority; No Violation. (ia) Premcor UST has full corporate power and authority to execute and deliver this Agreement and subject to receipt of UST Shareholder Approval (as defined below) to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement and the UST Option Agreement and the consummation of the transactions contemplated hereby, hereby and thereby have been duly and validly approved by the Board of Directors of PremcorUST. The Board of Directors of Premcor UST has directed that this Agreement and the transactions contemplated hereby be submitted to Premcor stockholders UST's shareholders for approval at a meeting of Premcor stockholders for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), such shareholders and, except for the approval of the Merger and adoption of this Agreement by the affirmative vote of the holders of a majority two-thirds of the votes of the outstanding shares of Premcor UST Common Stock entitled to vote thereon (the “Premcor Stockholder "UST Shareholder Approval”"), no other corporate proceedings on the part of Premcor UST and no other shareholder votes are necessary to approve this Agreement and the UST Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. This Agreement has and the UST Option Agreement have been duly and validly executed and delivered by Premcor and (assuming UST. Assuming due authorization, execution and delivery by Valero) constitutes a SCHWAB and MERGER SUB, this Agreement and the UST Option Agreement constitute valid and binding obligation obligations of PremcorUST, enforceable against Premcor UST in accordance with its their terms, subject, in the case of this Agreement, to the receipt of the UST Shareholder Approval. (iib) Neither the execution and delivery of this Agreement and the UST Option Agreement by Premcor, UST nor the consummation by Premcor UST of the transactions contemplated herebyhereby and thereby, nor compliance by Premcor UST with any of the terms or provisions of this Agreementhereof and thereof, will (Ai) violate any provision of the Amended and Restated Certificate Certificates of Incorporation or the Amended and Restated By-Laws Bylaws of Premcor, UST or any of its Subsidiaries or (Bii) assuming that the consents and approvals referred to in Section 4.1(d) 3.4 are duly obtained, (1x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, UST or any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (2y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right by or benefit provided byrights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Premcor, UST or any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which Premcor, UST or any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties properties, assets or assets business activities may be bound or affected, except (in the case of clause (B)(2ii) above) for such violations, conflicts, breaches breaches, defaults or defaults that the loss of benefits which, either individually or in the aggregate will aggregate, would not have be reasonably likely to result in a UST Material Adverse Effect on Premcor or the Surviving CorporationEffect.

Authority; No Violation. (ia) Premcor The Company has full corporate power and authority to execute and deliver this Agreement and the Amalgamation Agreement and to consummate the transactions contemplated herebyhereby and thereby (subject, in the case of the Amalgamation and the Amalgamation Agreement, to the Company Shareholder Approval (as defined in Section 6.6)). The execution and delivery of this Agreement, Agreement and the Amalgamation Agreement and the consummation of the transactions contemplated hereby, hereby and thereby have been duly and validly approved authorized by the Board of Directors of Premcor. The Board of Directors of Premcor has directed that this Agreement be submitted to Premcor stockholders for approval at a meeting of Premcor stockholders for the purpose of approving the Merger all necessary corporate action, and this Agreement (the “Premcor Stockholders Meeting”), and, except for the approval of the Merger and of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”), no other corporate proceedings on the part of Premcor the Company or its board of directors or shareholders are necessary to approve authorize this Agreement and or the Amalgamation Agreement or to consummate the transactions contemplated herebyhereby and thereby (other than, with respect to the Amalgamation and the Amalgamation Agreement, the Company Shareholder Approval). This Agreement has been and the Amalgamation Agreement will be duly and validly executed and delivered by Premcor the Company and (assuming due authorization, execution and delivery by ValeroParent and Amalgamation Sub) constitutes a constitute and will constitute valid and binding obligation obligations of Premcorthe Company, enforceable against Premcor the Company in accordance with its their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) The board of directors of the Company, as of the date hereof, has unanimously (i) approved the Amalgamation, this Agreement, the Amalgamation Agreement and the Special Dividend (although such dividend has not yet been declared) and the transactions contemplated hereby and thereby in accordance with the applicable provisions of Bermuda law and regulations and (ii) determined to recommend approval of the Amalgamation, the Amalgamation Agreement and the transactions contemplated hereby and thereby, by the shareholders of the Company. (c) Neither the execution and delivery of this Agreement or the Amalgamation Agreement by Premcorthe Company, nor the consummation by Premcor the Company of the transactions contemplated herebyhereby and thereby (including the payment of the Special Dividend), nor compliance by Premcor the Company with any of the terms or provisions of this Agreementhereof or thereof, will (Ai) violate any provision of the Amended and Restated Certificate Memorandum of Incorporation Association, the Company Bye-laws, the 114B Licence or the Amended and Restated Bymemorandum or articles of association, certificate of incorporation, bye-Laws laws of Premcor, any or other organizational documents of the Company’s Subsidiaries or (Bii) except as Previously Disclosed and assuming that the consents and approvals referred to all Requisite Regulatory Approvals (as defined in Section 4.1(d7.1(b)) are duly obtained, (1) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, the Company or any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets assets, or (2) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right by or benefit provided byrights or obligations under, or result in the creation of any Lien (or have any of such results or effects, upon notice or lapse of time, or both) upon any of the respective properties or assets of Premcor, the Company or any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, licenselicence, lease, agreement agreement, contract, or other instrument or obligation to which Premcor, the Company or any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties properties, assets or assets business activities may be bound or affected, except (in the case of clause (B)(2) above) for such violations, conflicts, breaches or defaults that either individually or in the aggregate will not have a Material Adverse Effect on Premcor or the Surviving Corporation.

Authority; No Violation. (ia) Premcor has full Subject to the approval of this Agreement and the Merger Documents, as applicable, and the transactions contemplated hereby and thereby by the stockholders of Acquiror and Acquiror Sub, Acquiror and Acquiror Sub have all requisite corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated herebyhereby and thereby in accordance with the terms hereof and thereof. The execution and delivery of this Agreement, Agreement and the Merger Documents and the consummation of the transactions contemplated hereby, hereby and thereby have been duly and validly approved by the Board unanimous vote of Directors the board of Premcordirectors of Acquiror and Acquiror Sub, as applicable. The Board of Directors of Premcor has directed that this Agreement be submitted to Premcor stockholders for approval at a meeting of Premcor stockholders for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), and, except Except for the approval of the Merger and Acquiror’s stockholders of this Agreement by and the affirmative vote of Parent Merger Document and the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”)transactions contemplated hereby and thereby, no other corporate proceedings on the part of Premcor Acquiror or Acquiror Sub are necessary to approve this Agreement and to consummate the transactions contemplated herebyso contemplated. This Subject to receipt of the regulatory and other approvals described in this Agreement, this Agreement has been and the Merger Documents have been, or will be, duly and validly executed and delivered by Premcor Acquiror and (assuming due authorizationAcquiror Sub, as applicable, and constitute, or will constitute upon execution and delivery by Valero) constitutes a thereof, valid and binding obligation obligations of PremcorAcquiror and Acquiror Sub, as applicable, enforceable against Premcor Acquiror and Acquiror Sub, as applicable, in accordance with its and subject to their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and except that the availability of equitable remedies (including, without limitation, specific performance and injunctive relief) is within the discretion of the court before which any proceeding may be brought. (iib) Neither None of the execution and delivery of this Agreement and the Merger Documents by PremcorAcquiror and Acquiror Sub, as applicable, nor the consummation by Premcor Acquiror and Acquiror Sub of the transactions contemplated hereby, hereby and thereby in accordance with the terms hereof and thereof nor compliance by Premcor Acquiror or Acquiror Sub with any of the terms or provisions of this Agreementhereof or thereof, will (Ai) violate any provision of the Amended and Restated Certificate articles of Incorporation incorporation or the Amended and Restated By-Laws bylaws (or comparable organizational documents) of Premcor, Acquiror or Acquiror Sub; (Bii) assuming that the consents and approvals referred to set forth in Section 4.1(d4.3(c) below are duly obtained, (1) violate any statute, code, ordinance, rule, regulation, (A) Law or (B) any judgment, order, writ, decree or injunction applicable to Premcor, any of its Subsidiaries Acquiror or Non-Subsidiary Affiliates Acquiror Sub or any of their respective properties or assets assets; or (2iii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, accelerate require the payment of any right termination or benefit provided bylike fee, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Premcor, any of its Subsidiaries Acquiror or its Non-Subsidiary Affiliates under, Acquiror Sub under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, deed of trust, license, lease, agreement or other instrument or obligation to which Premcor, any of its Subsidiaries Acquiror or Non-Subsidiary Affiliates Acquiror Sub is a party, or by which they or any of their respective properties or assets may be bound or affected, except except, with respect to (in the case of clause ii) and (B)(2iii) above) for , such violations, conflicts, breaches or defaults that either as individually or in the aggregate will not have a an Acquiror Material Adverse Effect Effect. (c) Except for consents and approvals of or filings or effective registrations with or notices to the Secretary of State of the State of Mississippi, the MCB, the Commission, other applicable state and federal securities commissions, agencies and other similar regulatory bodies (including NASDAQ, FINRA and other industry self-regulatory organizations), the FRB, the FDIC and the Department of Justice, no consents or approvals of or filings or effective registrations with or notices to any Governmental Entity or non-governmental third party are required on Premcor behalf of Acquiror or Acquiror Sub in connection with (i) the Surviving Corporationexecution and delivery of this Agreement and the Merger Documents by Acquiror and Acquiror Sub, as applicable, (ii) the consummation by Acquiror of the Parent Merger and the other transactions contemplated hereby and by the Parent Merger Document, and (iii) the consummation by Acquiror Sub of the Subsidiary Merger and the other transactions contemplated hereby and by the Subsidiary Merger Document.

Authority; No Violation. (ia) Premcor ▇▇▇▇▇▇▇▇ has full corporate power and authority to execute and deliver this Agreement and, subject to receipt of the Regulatory Approvals and the approval of its shareholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement by ▇▇▇▇▇▇▇▇ and the consummation completion by ▇▇▇▇▇▇▇▇ of the transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of Premcor. The Board of Directors of Premcor has directed that this Agreement be submitted to Premcor stockholders for approval at a meeting of Premcor stockholders for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”)▇▇▇▇▇▇▇▇, and, except for the approval of the Merger and of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”)its shareholders, no other corporate proceedings on the part of Premcor ▇▇▇▇▇▇▇▇, are necessary to approve this Agreement and to consummate complete the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by Premcor ▇▇▇▇▇▇▇▇, and (assuming subject to the receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by Valero) VIST, constitutes a the valid and binding obligation obligations of Premcor▇▇▇▇▇▇▇▇, enforceable against Premcor ▇▇▇▇▇▇▇▇ in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity. (iib) Neither Merger Sub has full corporate power and authority to execute and deliver this Agreement and, subject to receipt of the Regulatory Approvals and the approval of its shareholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Merger Sub and the completion by Merger Sub of the transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of Merger Sub, and, except for the approval of its sole shareholder, no other corporate proceedings on the part of Merger Sub, are necessary to complete the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by Merger Sub, and subject to the receipt of the Regulatory Approvals and due and valid execution and delivery of this Agreement by VIST, constitutes the valid and binding obligations of Merger Sub, enforceable against Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity. (c) Subject to receipt of Regulatory Approvals and VIST’s, ▇▇▇▇▇▇▇▇’, and Merger Sub’s compliance with any conditions contained therein, and to receipt of the approval of ▇▇▇▇▇▇▇▇’▇ shareholders, (A) the execution and delivery of this Agreement by Premcor▇▇▇▇▇▇▇▇ and Merger Sub, nor (B) the consummation by Premcor of the transactions contemplated hereby, nor and (C) compliance by Premcor ▇▇▇▇▇▇▇▇ and Merger Sub with any of the terms or provisions hereof will not (i) conflict with or result in a breach of this Agreement, will (A) violate any provision of the Amended and Restated Certificate certificate of Incorporation incorporation or the Amended and Restated By-Laws bylaws of Premcor, ▇▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇▇ Subsidiary; (B) assuming that the consents and approvals referred to in Section 4.1(d) are duly obtained, (1ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, ▇▇▇▇▇▇▇▇ or any of its Subsidiaries or Non-▇▇▇▇▇▇▇▇ Subsidiary Affiliates or any of their respective properties or assets assets; or (2iii) violate, conflict with, or result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, accelerate any right or benefit provided by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Premcor, ▇▇▇▇▇▇▇▇ or any of its Subsidiaries or its Non-▇▇▇▇▇▇▇▇ Subsidiary Affiliates under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which Premcor, any of its Subsidiaries or Non-Subsidiary Affiliates them is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (B)(2) above) for such violations, conflicts, breaches or defaults that under clause (ii) or (iii) hereof which, either individually or in the aggregate aggregate, will not have a Material Adverse Effect on Premcor ▇▇▇▇▇▇▇▇ or the Surviving CorporationMerger Sub.

Authority; No Violation. (ia) Premcor The Company has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the adoption of this Agreement by a majority of the outstanding shares of Company Common Stock entitled to vote at a meeting of the stockholders of the Company at which a quorum exists (the “Requisite Company Vote”), to consummate the Merger and the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, Merger have been duly and validly approved by the Company Board. As of the date hereof, the Company Board has unanimously approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, and determined that this Agreement and the transactions contemplated hereby, including the Merger, on the terms and conditions set forth in this Agreement, are fair to and in the best interests of Directors of Premcor. The Board of Directors of Premcor the Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Premcor the Company’s stockholders for approval at a duly held meeting of Premcor such stockholders and has unanimously adopted a resolution making a recommendation to the foregoing effect. Except for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), and, except for the approval of the Merger and adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”)Requisite Company Vote, no other corporate proceedings on the part of Premcor the Company are necessary to approve this Agreement and or to consummate the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by Premcor the Company and (assuming due authorization, execution and delivery by Valeroeach of Parent and Merger Sub) constitutes a valid and binding obligation of Premcorthe Company, enforceable against Premcor the Company in accordance with its termsterms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)). (iib) Neither Subject to the receipt of the Requisite Company Vote, neither the execution and delivery of this Agreement by Premcor, the Company nor the consummation by Premcor the Company of the transactions contemplated hereby, nor compliance by Premcor the Company with any of the terms or provisions of this Agreementhereof, will (Ai) violate any provision of the Amended and Restated Certificate of Incorporation Company Charter or the Amended and Restated By-Laws of PremcorCompany Bylaws, or (Bii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.1(d) 3.4 are duly obtainedobtained and/or made, (1A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to Premcor, the Company or any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (2B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of Premcor, the Company or any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Premcor, the Company or any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except (in the case of clause (B)(2ii) above) for such violations, conflicts, breaches breaches, losses, defaults, terminations, cancellations, accelerations or defaults that creations which, either individually or in the aggregate will aggregate, would not reasonably be likely to (1) have a Material Adverse Effect on Premcor the Company or (2) prevent or materially impair the Surviving Corporationability of the Company to consummate the Merger and the transactions contemplated by this Agreement.

Authority; No Violation. (ia) Premcor Purchaser has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly and validly approved by the Board of Directors of PremcorPurchaser. The Board of Directors of Premcor Purchaser has determined that this Agreement is advisable and in the best interests of Purchaser and its shareholders and has directed that this Agreement the issuance of Purchaser Common Stock in connection with the Merger be submitted to Premcor stockholders Purchaser’s shareholders for approval at a duly held meeting of Premcor stockholders such shareholders and has adopted a resolution to the foregoing effect. Except for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), and, except for the approval receipt of the Merger and affirmative vote to approve the issuance of this Agreement Purchaser Common Stock, by the affirmative requisite vote of the holders of a majority of the outstanding shares of Premcor Purchaser Common Stock (the “Premcor Stockholder Approval”)present in person or represented by proxy at a meeting called therefor, no other corporate proceedings on the part of Premcor are necessary to approve this Agreement and to consummate the transactions contemplated herebyhereby have been authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by Premcor Purchaser and (assuming due authorization, execution and delivery by ValeroCompany) constitutes a the valid and binding obligation of PremcorPurchaser, enforceable against Premcor Purchaser in accordance with its termsterms (subject to the Bankruptcy and Equity Exception). (iib) Neither the execution and delivery of this Agreement by PremcorPurchaser, nor the consummation by Premcor Purchaser of the transactions contemplated hereby, nor compliance by Premcor with any of the terms or provisions of this Agreement, will (Ai) violate any provision of the Amended and Restated Purchaser Certificate of Incorporation or the Amended and Restated By-Laws of PremcorPurchaser Bylaws, or (Bii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.1(d) 4.4 are duly obtainedobtained and/or made, (1A) violate any statute, code, ordinance, rule, regulationlaw, judgment, order, writ, injunction or decree or injunction applicable to PremcorPurchaser, any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (2B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of Premcor, Purchaser or any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Premcor, Purchaser or any of its Subsidiaries or Non-Subsidiary Affiliates is a party, party or by which they any of them or any of their respective properties or assets may be is bound or affectedexcept, except (in the case of with respect to clause (B)(2) above) for ii), any such violationsviolation, conflictsconflict, breaches breach, default, termination, cancellation, acceleration or defaults creation that either individually or in the aggregate will would not have reasonably be expected to cause a Material Adverse Effect on Premcor or the Surviving CorporationEffect.

Authority; No Violation. (ia) Premcor Interchange has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and, subject to the approval of this Agreement by the affirmative vote of a majority of the votes cast by the holders of the outstanding Interchange Common Stock at the Interchange Shareholders Meeting (the “Interchange Required Vote”), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement and the performance and consummation of the transactions contemplated hereby, hereby have been duly and validly approved by the Board of Directors of Premcor. The Board of Directors of Premcor has directed that this Agreement be submitted to Premcor stockholders for approval at a meeting of Premcor stockholders for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), all requisite corporate and, except for the approval subject to obtainment of the Merger Interchange Required Vote, shareholder action of Interchange and of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”), no other corporate or shareholder proceedings on the part of Premcor Interchange are necessary pursuant to the Interchange Certificate, Interchange Bylaws, the NJCBA or otherwise to approve this Agreement or to perform and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Premcor Interchange and (assuming due authorization, execution and delivery by Valerothe other Parties) constitutes a valid and binding obligation of PremcorInterchange, enforceable against Premcor Interchange in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (iib) Neither the execution and delivery of this Agreement by Premcor, Interchange nor the performance and consummation by Premcor Interchange of the transactions contemplated hereby, nor compliance by Premcor Interchange with any of the terms or provisions of this Agreementhereof, will (Ai) violate any provision of the Amended and Restated Certificate Interchange Certificate, Interchange Bylaws or any of Incorporation or the Amended and Restated By-Laws similar governing documents of Premcor, any of its Subsidiaries or (Bii) assuming that the consents and approvals referred to in Section 4.1(d) 4.4 are duly obtained, (1x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to PremcorInterchange, any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets assets, or (2y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of Premcor, Interchange or any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Premcor, Interchange or any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause clauses (B)(2x) and (y) above) for such violations, conflicts, breaches breaches, defaults or defaults that other events which, either individually or in the aggregate aggregate, will not have and would not reasonably be expected to have a Material Adverse Effect on Premcor or the Surviving CorporationInterchange.

Authority; No Violation. (ia) Premcor PPTF has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, by this Agreement have been duly and validly approved by the Board of Directors Trustees of PremcorPPTF. The Board of Directors Trustees of Premcor PPTF has directed that this Agreement and the transactions contemplated by this Agreement be submitted to Premcor stockholders the Voting Members of PPTF for approval at a meeting of Premcor stockholders for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), such Voting Members and, except for the approval of the Merger and adoption of this Agreement by the requisite affirmative vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”)PPTF Membership Rights, no other corporate proceedings on the part of Premcor PPTF are necessary to approve this Agreement and to consummate the transactions contemplated herebyby this Agreement. This Agreement has been duly and validly executed and delivered by Premcor PPTF and (assuming due authorization, execution and delivery by ValeroProfessionals Group and PICOM and the receipt of all Requisite Regulatory Approvals) constitutes a valid and binding obligation of PremcorPPTF, enforceable against Premcor PPTF in accordance with its terms. (iib) Neither the execution and delivery of this Agreement by Premcor, PPTF nor the consummation by Premcor PPTF of the transactions contemplated herebyby this Agreement, nor compliance by Premcor PPTF with any of the terms or provisions of this Agreement, will (Ai) violate any provision of the Amended and Restated Certificate of Incorporation or the Amended and Restated By-Laws of PremcorPPTF Charter Documents, or (Bii) assuming that the consents and approvals referred to in Section 4.1(d) 4.4 of this Agreement are duly obtained, (1x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, PPTF or any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets assets, or (2y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of Premcor, any of its Subsidiaries or its Non-Subsidiary Affiliates PPTF under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Premcor, any of its Subsidiaries or Non-Subsidiary Affiliates PPTF is a party, or by which they it or any of their respective its properties or assets may be bound or affected, except (in the case of clause (B)(2y) above) for such violations, conflicts, breaches or defaults that which, either individually or in the aggregate aggregate, will not have or be reasonably likely to have a Material Adverse Effect on Premcor or the Surviving CorporationPPTF.

Authority; No Violation. (ia) Premcor North Fork has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly and validly approved by the Board of Directors of PremcorNorth Fork. The Board of Directors of Premcor North Fork has directed that this Agreement and the transactions contemplated hereby be submitted to Premcor North Fork's stockholders for approval at a meeting of Premcor such stockholders for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), and, except for the approval of the Merger and adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor North Fork Common Stock (the “Premcor Stockholder Approval”)Stock, no other corporate proceedings on the part of Premcor North Fork are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Premcor North Fork, and (assuming due authorization, execution and delivery by ValeroGreenPoint) this Agreement constitutes a valid and binding obligation of PremcorNorth Fork, enforceable against Premcor North Fork in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (iib) Neither Except as set forth in Section 4.5(b) of the North Fork Disclosure Schedule, neither the execution and delivery of this Agreement by Premcor, North Fork nor the consummation by Premcor North Fork of the transactions contemplated hereby, nor compliance by Premcor North Fork with any of the terms or provisions of this Agreementhereof, will (A1) violate any provision of the Amended and Restated Certificate certificate of Incorporation incorporation or by-laws of North Fork, or the Amended and Restated Byarticles of incorporation or by-Laws laws or similar governing documents of Premcor, any of its Subsidiaries or (B2) assuming that the consents and approvals referred to in Section 4.1(d) 4.6 are duly obtained, (1x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, North Fork or any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets assets, or (2y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of Premcor, North Fork or any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Premcor, North Fork or any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (B)(2) above) for such violations, conflicts, breaches or defaults that either individually or in the aggregate will not have a Material Adverse Effect on Premcor or the Surviving Corporation.

Authority; No Violation. (ia) Premcor Each of Cathay and Buyer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly and validly approved by the Board of Directors of Premcor. The Board Cathay and Buyer and by Cathay in its capacity as the sole shareholder of Directors of Premcor has directed that this Agreement be submitted Buyer pursuant to Premcor stockholders for approval at a meeting of Premcor stockholders for the purpose of approving the Merger applicable law, and this Agreement (the “Premcor Stockholders Meeting”), and, except for the approval of the Merger and of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”), no other corporate proceedings on the part of Premcor Cathay for Buyer are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Premcor Cathay and Buyer and (assuming due authorization, execution and delivery by Valerothe Company) this Agreement constitutes a valid and binding obligation of PremcorCathay and Buyer, enforceable against Premcor Cathay and Buyer in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by applicable bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (iib) Neither the execution and delivery of this Agreement by Premcor, Cathay and Buyer nor the consummation by Premcor Cathay and Buyer of the transactions contemplated hereby, nor compliance by Premcor Cathay and Buyer with any of the terms or provisions of this Agreementhereof, will (Ai) violate any provision of the Amended and Restated Certificate of Incorporation or Bylaws of Cathay or the Amended and Restated By-Laws organizational documents of Premcorany of Cathay's Subsidiaries, or (Bii) assuming that the consents and approvals referred to in Section 4.1(d) 5.3 are duly obtained, (1x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, any of its Subsidiaries Cathay or Non-Subsidiary Affiliates Buyer or any of their respective properties or assets assets, or (2y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon upon, any of the respective properties or assets of Premcor, Cathay or any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Premcor, Cathay or any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, affected except (in the case of clause (B)(2y) above) for such violations, conflicts, breaches or defaults that which either individually or in the aggregate will would not have a Material Adverse Effect on Premcor (i) prevent or delay Cathay or Buyer from performing its obligations hereunder or (ii) adversely affect the Surviving Corporationability of Cathay or Buyer to consummate the transactions contemplated hereby.

Authority; No Violation. (ia) Premcor Summit has full corporate power and authority to execute and deliver this Agreement and Summit Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement, Agreement and Summit Option Agreement and the consummation of the transactions contemplated hereby, hereby and thereby have been duly and validly approved by the Board of Directors of PremcorSummit. The Board of Directors of Premcor Summit has determined that this Agreement and the transactions contemplated hereby are in the best interests of Summit and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Premcor Summit's stockholders for approval adoption at a duly held meeting of Premcor such stockholders for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), and, except for the approval of the Merger and of this Agreement and the transactions contemplated hereby by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Summit Common Stock (the “Premcor Stockholder Approval”)voted at such meeting, no other corporate proceedings on the part of Premcor Summit are necessary to approve this Agreement and or Summit Option Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has and Summit Option Agreement have been duly and validly executed and delivered by Premcor Summit and (assuming due authorization, execution and delivery by ValeroFleetBoston) constitutes a constitute valid and binding obligation obligations of PremcorSummit, enforceable against Premcor Summit in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (iib) Neither the execution and delivery of this Agreement or Summit Option Agreement by Premcor, Summit nor the consummation by Premcor Summit of the transactions contemplated herebyhereby or thereby, nor compliance by Premcor Summit with any of the terms or provisions of this Agreementhereof or thereof, will (Ai) violate any provision of the Amended and Restated Summit Certificate of Incorporation or the Amended and Restated Summit By-Laws of Premcor, or (Bii) assuming that the consents and approvals referred to in Section 4.1(d) 3.4 are duly obtained, (1x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to PremcorSummit, any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (2y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of PremcorSummit, any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Premcor, Summit or any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (B)(2y) above) for such violations, conflicts, breaches or defaults that which, either individually or in the aggregate aggregate, will not have a Material Adverse Effect on Premcor or the Surviving CorporationSummit.

Authority; No Violation. (ia) Premcor MBL has full corporate power and authority to execute and deliver this Agreement to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement by MBL and the consummation completion by MBL of the transactions contemplated hereby, hereby have been duly and validly approved by the requisite vote of the Board of Directors of Premcor. The Board of Directors of Premcor has directed that this Agreement be submitted to Premcor stockholders for approval at a meeting of Premcor stockholders for the purpose of approving the Merger MBL and this Agreement (the “Premcor Stockholders Meeting”), and, except for the approval of the Merger and of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”), no other corporate proceedings on the part of Premcor MBL are necessary to approve this Agreement and to consummate complete the transactions contemplated herebyhereby other than the requisite approval by the members of MBL. This Agreement has been duly and validly executed and delivered by Premcor MBL; and (assuming due authorization, execution the Bank Merger has been duly and delivery validly approved by Valero) the Board of Directors of MBL. Subject to the receipt of the required approvals of the Regulatory Authorities and the members of MBL this Agreement constitutes a the valid and binding obligation obligations of Premcor, MBL enforceable against Premcor it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and as to MBL, the conservatorship or receivership provisions of the FDIA, and subject, as to enforceability, to general principles of equity. (iib) Neither Subject to the receipt of approvals from the Regulatory Authorities referred to in Section 5.03 hereof and the compliance by MBL and HSB with any conditions contained therein and receipt of approval of the members of MBL, (i) the execution and delivery of this Agreement by Premcor, nor MBL, (ii) the consummation by Premcor of the transactions contemplated hereby, nor and (iii) compliance by Premcor MBL with any of the terms or provisions of this Agreementhereof, will not (A) violate conflict with or result in a material breach of any provision of the Amended and Restated Certificate its articles of Incorporation incorporation or the Amended and Restated By-Laws bylaws (copies of Premcor, which have been provided to HSB) or any MBL Subsidiary; (B) assuming that the consents and approvals referred to in Section 4.1(d) are duly obtained, (1) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, any of its Subsidiaries or Non-Subsidiary Affiliates MBL or any of their respective the properties or assets of MBL; or (2C) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default under (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) default under), result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, accelerate any right or benefit provided by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Premcor, any of its Subsidiaries or its Non-Subsidiary Affiliates under, MBL under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which Premcor, any of its Subsidiaries or Non-Subsidiary Affiliates MBL is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (B)(2C) above) above for such violationsviolations which, conflicts, breaches or defaults that either individually or in the aggregate will aggregate, would not have a Material Adverse Effect on Premcor or the Surviving CorporationMBL.

Authority; No Violation. (ia) Premcor Tower has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyContemplated Transactions, subject to receipt of all necessary approvals of Regulatory Authorities and the approval of this Agreement by Tower’s shareholders. The execution and delivery of this Agreement, Agreement by Tower and the consummation by Tower of the transactions contemplated hereby, Contemplated Transactions have been duly and validly approved by the Board of Directors of Premcor. The Board of Directors of Premcor has directed that this Agreement be submitted to Premcor stockholders for approval at a meeting of Premcor stockholders for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), Tower and, except for the approval of the Merger and of this Agreement by the affirmative vote shareholders of Tower as required by the holders BCL and articles of a majority incorporation of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”)Tower, no other corporate proceedings on the part of Premcor Tower are necessary to approve this Agreement and to consummate the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by Premcor Tower and, subject to approval by the shareholders of Tower and (assuming due authorizationsubject to receipt of the required approvals of Regulatory Authorities, execution and delivery by Valero) described in Section 4.04 hereof, constitutes a the valid and binding obligation of PremcorTower, enforceable against Premcor Tower in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (iib) Neither the The execution and delivery of this Agreement by PremcorTower, nor subject to receipt of approvals from the Tower shareholders and the Regulatory Authorities referred to in Section 4.04 hereof and Tower’s and FNB’s compliance with any conditions contained therein, the consummation by Premcor of the transactions contemplated herebyContemplated Transactions, nor and compliance by Premcor Tower or any Tower Subsidiary with any of the terms or provisions hereof, do not and will not: (i) conflict with or result in a breach of this Agreement, will (A) violate any provision of the Amended and Restated Certificate respective articles of Incorporation incorporation, articles of association or the Amended and Restated By-Laws bylaws of Premcor, Tower or any Tower Subsidiary; (B) assuming that the consents and approvals referred to in Section 4.1(d) are duly obtained, (1ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, Tower or any of its Subsidiaries or Non-Tower Subsidiary Affiliates or any of their respective properties or assets or assets; or (2iii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, or acceleration of the performance required by, or result in a right of termination or cancellation under, accelerate the performance required by, accelerate any right acceleration or benefit provided by, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Premcor, Tower or any of its Subsidiaries or its Non-Tower Subsidiary Affiliates under, any of the terms, terms or conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, commitment or other instrument or obligation to which Premcor, Tower or any of its Subsidiaries or Non-Tower Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected; except to the extent that the failure to comply, except (in the case of clause (B)(2) above) for such violationsaggregate, conflicts, breaches or defaults that either individually or in the aggregate will would not have a Material Adverse Effect on Premcor or the Surviving CorporationEffect.

Authority; No Violation. (ia) Premcor The Acquiror has full corporate all requisite statutory trust power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyAgreement. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, Transactions have been duly and validly approved by the Board of Directors of PremcorAcquiror Board. The Acquiror Board of Directors of Premcor has directed unanimously (i) determined that this Agreement be submitted to Premcor stockholders for approval at a meeting and the terms of Premcor stockholders for the purpose of approving the Merger and the related Transactions are advisable, fair to and in the best interests of the Acquiror and the Acquiror’s shareholders, (ii) approved, adopted and declared advisable this Agreement and the Transactions (including the “Premcor Stockholders Meeting”Merger), and, except for and (iii) resolved to recommend the approval of the Transactions (including the Merger) by the Acquiror’s shareholders. Subject to the approval of the Acquiror’s shareholders, the Merger and of this Agreement the other Transactions have been authorized by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”), no other corporate proceedings all necessary trust action on the part of Premcor are necessary to approve this Agreement and to consummate the transactions contemplated herebyAcquiror. This Agreement has been duly and validly executed and delivered by Premcor the Acquiror and (assuming due authorization, execution and delivery by Valerothe other parties hereto) this Agreement constitutes a the valid and binding obligation of Premcorthe Acquiror, enforceable against Premcor the Acquiror in accordance with its termsterms (except as may be limited by the Enforceability Exception). (iib) Neither the execution and delivery of this Agreement by Premcorthe Acquiror, nor the consummation by Premcor of the transactions contemplated herebyTransactions, nor compliance by Premcor with any of the terms or provisions performance of this AgreementAgreement by the Acquiror, will (Ai) violate any provision of the Amended and Restated Certificate of Incorporation Acquiror Organizational Documents or (ii) (A) violate any Law or Order applicable to the Amended and Restated By-Laws of Premcor, Acquiror or (B) assuming that the consents and approvals referred to in Section 4.1(d) are duly obtained, (1) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (2) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate require the consent, approval or authorization of, or notice to or filing with any right or benefit provided bythird-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of Premcor, any of its Subsidiaries or its Non-Subsidiary Affiliates the Acquiror under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which Premcor, any of its Subsidiaries or Non-Subsidiary Affiliates the Acquiror is a party, party or by which they or any of their respective its properties or assets may be is bound or affectedexcept, except (in the case of with respect to clause (B)(2) above) for ii), any such violationsviolation, conflictsconflict, breaches breach, loss, default, termination, cancellation, acceleration, consent, approval or defaults creation that either would not, individually or in the aggregate will not aggregate, reasonably be expected to have a Material Adverse Effect on Premcor or with respect to the Surviving CorporationAcquiror.

Authority; No Violation. (ia) Premcor Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly and validly approved by the Board of Directors of PremcorCompany. The Board of Directors of Premcor Company has determined that this Agreement is advisable and in the best interests of Company and its stockholders and has directed that this Agreement be submitted to Premcor Company's stockholders for approval and adoption at a duly held meeting of Premcor such stockholders for and has adopted a resolution to the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), and, except foregoing effect. Except for the approval of the Merger and adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Company Common Stock (the “Premcor Stockholder Approval”)entitled to vote at such meeting, no other corporate proceedings on the part of Premcor Company are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Premcor Company and (assuming due authorization, execution and delivery by ValeroParent and Merger Sub) constitutes a the valid and binding obligation of PremcorCompany, enforceable against Premcor Company in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the "Bankruptcy and Equity Exception")). (iib) Neither the execution and delivery of this Agreement by Premcor, Company nor the consummation by Premcor Company of the transactions contemplated hereby, nor compliance by Premcor Company with any of the terms or provisions of this Agreement, will (Ai) violate any provision of the Amended and Restated Company Certificate of Incorporation or the Amended and Restated By-Laws of Premcor, Company Bylaws or (Bii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.1(d) 3.4 are duly obtainedobtained and/or made, (1A) violate any statute, code, ordinance, rule, regulationlaw, judgment, order, writ, injunction or decree or injunction applicable to PremcorCompany, any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (2B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of Premcor, Company or any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, by-law or other instrument or obligation to which Premcor, Company or any of its Subsidiaries or Non-Subsidiary Affiliates is a party, party or by which they any of them or any of their respective properties or assets may be is bound or affectedexcept, except (in the case of with respect to clause (B)(2) above) for ii), any such violationsviolation, conflictsconflict, breaches breach or defaults default that either individually or in the aggregate will would not have reasonably be expected to cause a Material Adverse Effect on Premcor or the Surviving CorporationEffect.

Authority; No Violation. (ia) Premcor has UpState and USNY Bank have full corporate power and authority to execute and deliver this Agreement and, subject to the approval of the shareholders of UpState and to the receipt of the Consents of the Regulatory Authorities, to consummate the transactions contemplated hereby. The Boards of Directors of UpState and USNY Bank have duly and validly approved this Agreement and the transactions contemplated hereby including the Bank Merger, have authorized the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly approved by the Board of Directors of Premcor. The Board of Directors of Premcor has directed that this Agreement and the transactions contemplated hereby be submitted to Premcor stockholders UpState’s shareholders for approval and have resolved to recommend its approval at a meeting of Premcor stockholders for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), such shareholders and, except for the approval adoption of the Merger and of this such Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”)its shareholders, no other corporate proceedings proceeding on the part of Premcor are UpState or USNY Bank is necessary to approve this Agreement and to consummate the transactions contemplated herebyso contemplated. This Agreement has been duly and validly executed and delivered by Premcor and (assuming due authorization, execution and delivery by Valero▇▇▇▇▇▇▇ and ▇▇▇▇▇) constitutes a the valid and binding obligation of Premcor, UpState and USNY Bank and is enforceable against Premcor UpState and USNY Bank in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership or similar laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought. (iib) Neither the execution and delivery of this Agreement by Premcor, UpState or USNY Bank nor the consummation by Premcor UpState or USNY Bank of the transactions contemplated herebyhereby including the Bank Merger, nor compliance by Premcor UpState or USNY Bank with any of the terms or provisions of this Agreementhereof, will (Ai) violate any provision of the Amended and Restated Certificate of Incorporation or Bylaws of UpState or the Amended and Restated By-Laws Organization Certificate or Bylaws of PremcorUSNY Bank or any governing documents of any of the other UpState Subsidiaries, or (Bii) assuming that the consents Consents of the Regulatory Authorities and approvals referred to in Section 4.1(d) herein are duly obtained, (1) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, any of its Subsidiaries UpState or Non-Subsidiary Affiliates USNY Bank or any of the other UpState Subsidiaries or their respective properties or assets assets, or (2iii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, accelerate any right or benefit provided by, by or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Premcor, UpState or USNY Bank or any of its the other UpState Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which PremcorUpState, USNY Bank or any of its the other UpState Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they it or any of their respective properties or assets may be bound or affected, except (in the case of clause clauses (B)(2ii) aboveand (iii) for such violations, conflicts, breaches or defaults that either individually or in the aggregate will as would not have constitute a Material Adverse Effect on Premcor or the Surviving CorporationUpState.

Authority; No Violation. (ia) Premcor Juniata has full corporate power and authority to execute and deliver this Agreement and, subject to receipt of the Regulatory Approvals and the approval of this Agreement by Juniata’s shareholders, to consummate the transactions contemplated hereby. JVB has full corporate power and authority to execute and deliver the Bank Plan of Merger and to complete the Bank Merger, subject to receipt of all necessary Regulatory Approvals. The execution and delivery of this Agreement, Agreement by Juniata and the consummation completion by Juniata of the transactions contemplated hereby, including the Merger have been duly and validly approved by the Board of Directors of Premcor. The Board of Directors of Premcor has directed that this Agreement be submitted to Premcor stockholders for approval at a meeting of Premcor stockholders for the purpose of approving the Merger Juniata, and this Agreement (the “Premcor Stockholders Meeting”), and, except for the approval of the Merger and of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”), no other corporate proceedings on the part of Premcor Juniata are necessary to approve this Agreement and to consummate complete the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by Premcor Juniata and, subject to the receipt of the Regulatory Approvals and (assuming due authorizationand valid execution and delivery of this Agreement by FNBPA, constitutes the valid and binding obligations of Juniata, enforceable against Juniata in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity. The Bank Plan of Merger, upon its execution and delivery by Valero) constitutes a JVB concurrently with, or as soon as reasonably practicable after, the execution and delivery of this Agreement, will constitute the valid and binding obligation of PremcorJVB, enforceable against Premcor JVB in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity. (iib) Neither Subject to receipt of Regulatory Approvals and FNBPA’s and Juniata’s compliance with any conditions contained therein and to the receipt of the approval of the shareholders of Juniata, (i) the execution and delivery of this Agreement by PremcorJuniata, nor (ii) the consummation by Premcor of the transactions contemplated hereby, nor and (iii) compliance by Premcor Juniata with any of the terms or provisions of this Agreement, hereof will not (A) violate conflict with or result in a breach of any provision of the Amended and Restated Certificate articles of Incorporation incorporation or the Amended and Restated By-Laws bylaws of PremcorJuniata or any Juniata Subsidiary, or including JVB, (B) assuming that the consents and approvals referred to in Section 4.1(d) are duly obtained, (1) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, Juniata or any of its Subsidiaries or Non-Juniata Subsidiary Affiliates or any of their respective properties or assets assets, or (2C) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, accelerate any right or benefit provided by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Premcor, Juniata or any of its Subsidiaries or its Non-Juniata Subsidiary Affiliates under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Premcor, any of its Subsidiaries or Non-Subsidiary Affiliates them is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (B)(2) above) for such violations, conflicts, breaches or defaults that either individually or in the aggregate will not have a Material Adverse Effect on Premcor or the Surviving Corporation.

Authority; No Violation. (ia) Premcor FS Bancorp has full corporate power and authority to execute and deliver this Agreement, and, subject to the adoption and approval of this Agreement by the holders of a majority of the votes cast by holders of issued and outstanding FS Bancorp Common Stock at a meeting of stockholders called for that purpose (“FS Bancorp Stockholder Approval”), to consummate the transactions contemplated herebyhereby (other than the Second Merger). The execution and delivery of this Agreement, Agreement by FS Bancorp and the consummation completion by FS Bancorp of the transactions contemplated hereby, hereby (other than the Second Merger) have been duly and validly approved by the requisite vote of Board of Directors of Premcor. The Board FS Bancorp and by FS Bancorp as the sole stockholder of Directors of Premcor has directed that this Agreement be submitted to Premcor stockholders for approval at a meeting of Premcor stockholders for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”)Franklin Bank, and, except for the approval of the Merger and of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor FS Bancorp Stockholder Approval”), no other corporate proceedings proceeding on the part of Premcor are FS Bancorp is necessary to approve this Agreement and to consummate complete the transactions contemplated herebyhereby (other than the Second Merger). This Agreement has been duly and validly executed and delivered by Premcor FS Bancorp and, subject to the FS Bancorp Stockholder Approval and (assuming due authorizationthe receipt of the required Regulatory Approvals, execution and delivery by Valero) constitutes a the valid and binding obligation of PremcorFS Bancorp, enforceable against Premcor FS Bancorp in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity. (iib) Neither Subject to the receipt of the Regulatory Approvals and the compliance with any conditions contained therein, (A) the execution and delivery of this Agreement by Premcor, nor FS Bancorp, (B) the consummation by Premcor of the transactions contemplated hereby, nor and (C) compliance by Premcor FS Bancorp with any of the terms or provisions of this Agreementhereof, will not: (Ai) violate conflict with or result in a material breach of any provision of the Amended and Restated Certificate certificates of Incorporation or the Amended and Restated By-Laws of Premcorincorporation, charters, bylaws, or any other governing documents, of any of FS Bancorp or any FS Bancorp Subsidiary; (B) assuming that the consents and approvals referred to in Section 4.1(d) are duly obtained, (1ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, any of its Subsidiaries or Non-Subsidiary Affiliates FS Bancorp or any of their respective the properties or assets of FS Bancorp or Franklin Bank; or (2iii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, accelerate any right or benefit provided by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Premcor, any of its Subsidiaries FS Bancorp or its Non-any FS Bancorp Subsidiary Affiliates under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which Premcor, FS Bancorp or any of its Subsidiaries or Non-FS Bancorp Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (B)(2Section 3.03(b)(ii) above) or 3.03(b)(iii), for such violationsviolations which, conflicts, breaches or defaults that either individually or in the aggregate will aggregate, would not have a Material Adverse Effect on Premcor or FS Bancorp. (c) The FS Bancorp Stockholder Approval is the Surviving Corporationonly vote of holders of any class of FS Bancorp’s capital stock necessary to adopt and approve this Agreement and the transactions contemplated hereby (other than the Second Merger). (d) The board of directors of FS Bancorp, by resolution duly adopted by unanimous vote of the entire board of directors at a meeting duly called and held, has (i) determined that this Agreement, the Merger and the other transactions contemplated hereby (other than the Second Merger) are fair to and in the best interests of FS Bancorp and its shareholders and declared the Merger to be advisable, and (ii) recommended that the shareholders of FS Bancorp approve this Agreement and directed that such matter be submitted for consideration by the FS Bancorp Stockholders at the FS Bancorp Stockholders Meeting to the extent required.

Authority; No Violation. (ia) Premcor Each of Purchaser and Purchaser II has full corporate or similar power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement, Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby, hereby and thereby have been duly and validly approved and adopted - 42 - by each of Purchaser and Purchaser II. No other corporate or shareholder authorization or consent is required in connection with the Board of Directors of Premcor. The Board of Directors of Premcor has directed that this Agreement be submitted to Premcor stockholders for approval at a meeting of Premcor stockholders for the purpose of approving the Merger execution, delivery or performance by Purchaser and this Agreement (the “Premcor Stockholders Meeting”), and, except for the approval of the Merger and Purchaser II of this Agreement by the affirmative vote or any of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”), no other corporate proceedings on the part of Premcor are necessary to approve this Agreement and to consummate the transactions contemplated herebyAncillary Agreements. This Agreement has been duly and validly executed and delivered by Premcor Purchaser and Purchaser II and (assuming due authorization, execution and delivery by Valero) Sellers), this Agreement constitutes a valid and binding obligation of Premcoreach of Purchaser and Purchaser II, enforceable against Premcor Purchaser and Purchaser II in accordance with its terms. Assuming due authorization, execution and delivery by Sellers, each of the Ancillary Agreements, when executed and delivered, will constitute, a valid and binding obligation of Purchaser and Purchaser II, enforceable against Purchaser and Purchaser II or their Affiliates parties thereto in accordance with its terms. (iib) Neither the execution and delivery of this Agreement or any of the Ancillary Agreements by PremcorPurchaser and Purchaser II, nor the consummation by Premcor Purchaser and Purchaser II of the transactions contemplated herebyhereby or thereby, nor compliance by Premcor Purchaser and Purchaser II with any of the terms or provisions of this Agreementhereof, will (Ai) violate any provision of the Amended and Restated Certificate certificate of Incorporation incorporation or the Amended and Restated By-Laws bylaws or other charter documents of Premcor, Purchaser or Purchaser II or (Bii) assuming that the consents and approvals referred to in Section 4.1(d) 4.3 are duly obtained, (1x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Laws and Regulations applicable to Premcor, Purchaser or Purchaser II or any of its their Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (2y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right by or benefit provided byrights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Premcor, Purchaser or Purchaser II or any of its their Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which Premcor, Purchaser and Purchaser II or any of its their Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties its properties, assets or assets business activities may be bound or affected, except (in the case of clause (B)(2ii) above) for such violations, conflicts, breaches breaches, defaults or defaults that the loss of benefits which, either individually or in the aggregate will aggregate, would not have be a Purchaser Material Adverse Effect on Premcor or the Surviving CorporationEffect.

Authority; No Violation. (ia) Premcor Each of Civista and Civista Bank has full corporate (or similar) power and authority to execute and deliver this Agreement and, subject to the receipt of the Regulatory Approvals and the other consents and approvals set forth in Section 4.4, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly duly, validly, and validly unanimously adopted and approved by the Board of Directors of PremcorCivista and Civista Bank to the extent required by applicable Law. The Board of Directors of Premcor has directed that this Agreement be submitted to Premcor stockholders for approval at a meeting of Premcor stockholders for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), and, except for the approval of the Merger and of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”), no No other corporate proceedings on the part of Premcor Civista or Civista Bank are necessary to approve this Agreement and Agreement, or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Premcor Civista and Civista Bank and (assuming due authorization, execution and delivery by ValeroFarmers) constitutes a the valid and binding obligation of PremcorCivista and Civista Bank, enforceable against Premcor Civista and Civista Bank in accordance with its termsterms (subject to the Bankruptcy and Equity Exception). (iib) Neither the execution and delivery of this Agreement by PremcorCivista or Civista Bank, nor the consummation by Premcor Civista or Civista Bank of the transactions contemplated hereby, nor compliance by Premcor Civista or Civista Bank with any of the terms or provisions of this Agreement, will (Ai) violate any provision of the Amended and Restated Certificate articles of Incorporation incorporation or the Amended and Restated By-Laws code of Premcorregulations of Civista or Civista Bank, or (Bii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.1(d) 4.4 are duly obtainedobtained and/or made, (1A) violate any statute, code, ordinance, rule, regulationother Law, judgment, order, writ, injunction or decree or injunction applicable to PremcorCivista, any of its Subsidiaries or Non-Subsidiary Affiliates Civista Bank or any of their respective properties or assets or (2B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of Premcor, any of its Subsidiaries Civista or its Non-Subsidiary Affiliates Civista Bank under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, by-law or other instrument or obligation to which Premcor, any of its Subsidiaries Civista or Non-Subsidiary Affiliates Civista Bank is a party, party or by which they any of them or any of their respective properties or assets may be is bound or affectedexcept, except (in the case of with respect to clause (B)(2) above) for ii), any such violationsviolation, conflictsconflict, breaches breach, default, termination, cancellation, acceleration or defaults that either creation as has not had and would not reasonably be expected, individually or in the aggregate will not aggregate, to have a Material Adverse Effect on Premcor or the Surviving CorporationCivista.

Authority; No Violation. (ia) Premcor Company has full all requisite corporate power ----------------------- and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Board of Directors of Company, at a meeting duly called and held, has (the "Company Board Recommendation") (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to and in the best interests of the holders of shares of Company Common Stock, (ii) duly approved and adopted a resolution containing this Agreement and approved the execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, have been duly including the Merger, and validly approved by the Board execution and performance of Directors the Support Agreement, and (iii) resolved to recommend that the holders of Premcorshares of Company Common Stock vote to approve and adopt this Agreement. The Board of Directors of Premcor Company has directed that this Agreement be submitted to Premcor Company's stockholders for approval at a meeting of Premcor such stockholders for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), and, except for the approval of the Merger and adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Company Common Stock entitled to vote thereon in connection with the Merger (the “Premcor "Company Stockholder Approval”") and the approval and filing of the Proxy Statement (as defined in Section 6.1), no other corporate proceedings on the part of Premcor Company or the Board of Directors of Company and no other votes or consents of any holders of Company securities are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Premcor Company and (assuming due authorization, execution and delivery by ValeroParent and Sub) constitutes a the valid and binding obligation of PremcorCompany, enforceable against Premcor Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). (iib) Neither the execution and delivery of this Agreement by Premcor, Company nor the consummation by Premcor Company of the transactions contemplated hereby, nor compliance by Premcor Company with any of the terms or provisions of this Agreementhereof, will (Ai) violate any provision of the Amended and Restated Certificate certificate of Incorporation incorporation or the Amended and Restated By-Laws bylaws (or other constituent documents) of Premcor, Company or any Company Subsidiary or (Bii) assuming that the consents and approvals referred to in Section 4.1(d) 3.4 are duly obtained, (1) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, Company or any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets assets, or (2) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right by or benefit provided byrights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Premcor, Company or any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, permit, concession, franchise, license, lease, agreement agreement, contract, or other instrument or obligation to which Premcor, Company or any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties properties, assets or assets business activities may be bound or affected, except (in the case of clause (B)(2ii) above) above for such violations, conflicts, breaches or defaults that which, either individually or in the aggregate will aggregate, could not have reasonably be expected to result in a Material Adverse Effect on Premcor or the Surviving CorporationCompany.

Authority; No Violation. (ia) Premcor Kearny has full corporate power and authority to execute and deliver this Agreement and Corporation and MHC will have full power and authority to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement by Kearny and the consummation completion by Kearny of the transactions contemplated hereby, hereby have been duly and validly approved by the Board of Directors of Premcor. The Board of Directors of Premcor has directed that this Agreement be submitted to Premcor stockholders for approval at a meeting of Premcor stockholders for the purpose of approving the Merger Kearny, and this Agreement (the “Premcor Stockholders Meeting”), and, except for the approval of the Merger and of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”), no other corporate proceedings on the part of Premcor Kearny are necessary to approve this Agreement and to consummate complete the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Premcor and (assuming due authorizationKearny and, execution and delivery by Valero) subject to receipt of the required approvals of Regulatory Authorities described in Section 4.03 hereof, constitutes a the valid and binding obligation of PremcorKearny, enforceable against Premcor Kearny in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally. (iib) Neither Subject to the receipt of approvals from the Regulatory Authorities referred to in Section 5.03 hereof and the compliance by Pulaski and Kearny with any conditions contained therein, (A) the execution and delivery of this Agreement by Premcor, nor Kearny, (B) the consummation by Premcor of the transactions contemplated hereby, nor and (C) compliance by Premcor Kearny with any of the terms or provisions of this Agreementhereof, will not (Ai) violate conflict with or result in a breach of any provision of the Amended and Restated Certificate Charter or bylaws of Incorporation Kearny or the Amended and Restated By-Laws of Premcor, or any Kearny Subsidiary; (B) assuming that the consents and approvals referred to in Section 4.1(d) are duly obtained, (1ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, Kearny or any of its Subsidiaries or Non-Kearny Subsidiary Affiliates or any of their respective properties or assets assets; or (2iii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, accelerate any right or benefit provided by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Premcor, any of its Subsidiaries or its Non-Subsidiary Affiliates under, Kearny under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which Premcor, any of its Subsidiaries or Non-Subsidiary Affiliates Kearny is a party, or by which they it or any of their respective its properties or assets may be bound or affected, except (in the case of clause (B)(2) above) for such violations, conflicts, breaches or defaults that either individually or in the aggregate will not have a Material Adverse Effect on Premcor or the Surviving Corporation.

Authority; No Violation. (ia) Premcor Highlands has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly and validly approved by the Board of Directors of PremcorHighlands. The As of the date of this Agreement, the Board of Directors of Premcor Highlands has determined that this Agreement is advisable and in the best interests of Highlands and its shareholders and has directed that this Agreement be submitted to Premcor stockholders Highlands’ shareholders for approval and/or adoption at a duly held meeting of Premcor stockholders such shareholders and has adopted a resolution to the foregoing effect. Except for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), and, except for the approval receipt of the Merger and of affirmative vote to approve and/or adopt this Agreement by the affirmative vote of the holders of a majority two-thirds of the outstanding shares of Premcor Highlands Voting Common Stock at a meeting called therefor (the “Premcor Stockholder Highlands Shareholder Approval”), no other corporate proceedings on the part of Premcor are necessary to approve this Agreement and to consummate the transactions contemplated herebyhereby have been authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by Premcor Highlands and (assuming due authorization, execution and delivery by ValeroViewPoint) constitutes a the valid and binding obligation obligations of PremcorHighlands, enforceable against Premcor Highlands in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)). (iib) Neither the execution and delivery of this Agreement by Premcor, Highlands or the Bank Merger Agreement by FNB nor the consummation by Premcor Highlands of the transactions contemplated herebyin this Agreement or by FNB of the transactions in the Bank Merger Agreement, nor compliance by Premcor Highlands or FNB with any of the terms or provisions of this Agreement or the Bank Merger Agreement, will (i) assuming that the Highlands Shareholder Approval is duly obtained or given, violate any provision of the Highlands Charter or Highlands Bylaws or the organizational documents of FNB or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (A) violate any provision of the Amended and Restated Certificate of Incorporation or the Amended and Restated By-Laws of Premcor, or (B) assuming that the consents and approvals referred to in Section 4.1(d) are duly obtained, (1) violate any statute, code, ordinance, rule, regulationlaw, judgment, order, writ, injunction or decree or injunction applicable to PremcorHighlands, any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets in a manner that could reasonably be expected to have a Material Adverse Effect on Highlands or (2B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of Premcor, Highlands or any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, by-law or other instrument or obligation to which Premcor, Highlands or any of its Subsidiaries or Non-Subsidiary Affiliates is a party, party or by which they any of them or any of their respective properties or assets may be bound or affected, except (in the case of clause (B)(2) above) for such violations, conflicts, breaches or defaults that either individually or in the aggregate will not have a Material Adverse Effect on Premcor or the Surviving Corporationis bound.

Authority; No Violation. (ia) Premcor has Subject to the approval of this Agreement and the transactions contemplated hereby by all applicable regulatory authorities and by the shareholders of DFC, and the approval of the Bank Merger Agreement by DFC as sole shareholder of the Dime, DFC and the Dime have the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyhereby in accordance with the terms hereof. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly and validly approved by the Board directors of Directors DFC and the Dime in accordance with their respective Certificate of PremcorIncorporation and By- Laws and applicable laws and regulations. The Board of Directors of Premcor has directed that this Agreement be submitted to Premcor stockholders Except for approval at a meeting of Premcor stockholders for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), and, except for the approval of the Merger and of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”)such approvals, no other corporate proceedings not otherwise contemplated hereby on the part of Premcor DFC or the Dime are necessary to approve this Agreement and to consummate the transactions contemplated herebyso contemplated. This Agreement has been duly and validly executed and delivered by Premcor DFC and (assuming due authorizationthe Dime, execution and delivery by Valero) constitutes a the valid and binding obligation of Premcoreach of DFC and the Dime, enforceable against Premcor DFC and the Dime in accordance with its terms, except to the extent that enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, conservatorship, receivership or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally or the rights of creditors of Connecticut state-chartered savings banks or their holding companies, (ii) general equitable principles, and (iii) laws relating to the safety and soundness of insured depository institutions and except that no representation is made as to the effect or availability of equitable remedies or injunctive relief. (iib) Neither the execution and delivery of this Agreement by PremcorDFC or the Dime, nor the consummation by Premcor DFC or the Dime of the transactions contemplated herebyhereby in accordance with the terms hereof, nor or compliance by Premcor DFC or the Dime with any of the terms or provisions of this Agreementhereof, will (Ai) violate any provision of DFC's or the Amended and Restated Dime's Certificate of Incorporation or the Amended and Restated By-Laws of PremcorLaws, or (Bii) assuming that the consents and approvals referred to in Section 4.1(d) set forth below are duly obtained, (1) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to PremcorDFC, any of its Subsidiaries or Non-Subsidiary Affiliates the Dime or any of their respective properties or assets assets, or (2iii) except as set forth in the DFC DISCLOSURE SCHEDULE, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Premcor, any of its Subsidiaries DFC or its Non-Subsidiary Affiliates the Dime under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Premcor, any of its Subsidiaries DFC or Non-Subsidiary Affiliates the Dime is a party, or by which they or any of their respective properties or assets may be bound or affectedaffected except, except with respect to (in the case of clause ii) and (B)(2iii) above) for , such violations, conflicts, breaches or defaults that either as individually or in the aggregate will not have a Material Adverse Effect material adverse effect on Premcor the business, operations, assets or financial condition of DFC and the DFC Subsidiaries, taken as a whole, and which will not prevent or materially delay the consummation of the transactions contemplated hereby. Except for consents and approvals of or filings or registrations with or notices to the Board of Governors of the Federal Reserve System (the "FRB"), the FDIC, the Department, the Connecticut Department of Environmental Protection (the "DEP"), the Securities and Exchange Commission (the "SEC"), and the shareholders of DFC, no consents or approvals of or filings or registrations with or notices to any third party or any public body or authority are necessary on behalf of DFC or the Surviving CorporationDime in connection with (x) the execution and delivery by DFC of this Agreement and (y) the consummation by DFC of the Merger, and the consummation by DFC and the Dime of the other transactions contemplated hereby, except (i) such as are listed in the DFC DISCLOSURE SCHEDULE and (ii) such as individually or in the aggregate will not (if not obtained) have a material adverse effect on the business, operations, assets or financial condition of DFC and the DFC Subsidiaries taken as a whole or prevent or materially delay the consummation of the transactions contemplated hereby. To the best of DFC's knowledge, no fact or condition exists which DFC has reason to believe will prevent it and the Dime from obtaining the aforementioned consents and approvals.

Authority; No Violation. (ia) Premcor CCB has full corporate power and authority to execute and deliver this Agreement and the CCB Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement, Agreement and the CCB Option Agreement and the consummation of the transactions contemplated hereby, hereby and thereby have been duly and validly approved by the Board of Directors of PremcorCCB. The Board of Directors of Premcor CCB has directed that this Agreement and the transactions contemplated hereby be submitted to Premcor stockholders CCB's shareholders for approval adoption at a meeting of Premcor stockholders for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), such shareholders and, except for the approval of the Merger and adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor CCB Common Stock (the “Premcor Stockholder Approval”)Stock, no other corporate proceedings on the part of Premcor CCB are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has and the CCB Option Agreement have been duly and validly executed and delivered by Premcor CCB and (assuming due authorization, execution and delivery by ValeroNCBC) constitutes a constitute valid and binding obligation obligations of PremcorCCB, enforceable against Premcor CCB in accordance with its termstheir terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (iib) Neither the execution and delivery of this Agreement or the CCB Option Agreement by PremcorCCB, nor the consummation by Premcor CCB of the transactions contemplated herebyhereby or thereby, nor compliance by Premcor CCB with any of the terms or provisions of this Agreementhereof or thereof, will (Ai) violate any provision of the Amended and Restated Certificate of Incorporation CCB Articles or the Amended and Restated By-Laws of PremcorLaws, or (Bii) assuming that the consents and approvals referred to in Section 4.1(d) 4.4 are duly obtained, (1x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to PremcorCCB, any of its Subsidiaries or Non-Non- Subsidiary Affiliates or any of their respective properties or assets or (2y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of PremcorCCB, any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which PremcorCCB, any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (B)(2y) above) for such violations, conflicts, breaches or defaults that which either individually or in the aggregate will not have a Material Adverse Effect on Premcor or the Surviving CorporationCCB.

Authority; No Violation. (ia) Premcor The Acquiror has full corporate all requisite statutory trust power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyAgreement. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, Transactions have been duly and validly approved by the Board of Directors of PremcorAcquiror Board. The Acquiror Board of Directors of Premcor has directed unanimously (i) determined that (A) this Agreement be submitted to Premcor stockholders for approval at a meeting and the terms of Premcor stockholders for the purpose of approving the Merger and the related Transactions are advisable, fair to and in the best interests of the Acquiror and the Acquiror Parent and (B) the interests of the Acquiror Parent will not be diluted as a result of the Merger and the related Transactions, (ii) approved, adopted and declared advisable this Agreement and the Transactions (including the “Premcor Stockholders Meeting”Merger), and, except for and (iii) resolved to recommend the approval of the Transactions (including the Merger) by the Acquiror Parent. The Acquiror Parent has approved this Agreement and the Transactions (including the Merger). The Merger and of this Agreement the other Transactions have been authorized by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”), no other corporate proceedings all necessary trust action on the part of Premcor are necessary to approve this Agreement and to consummate the transactions contemplated herebyAcquiror. This Agreement has been duly and validly executed and delivered by Premcor the Acquiror and (assuming due authorization, execution and delivery by Valerothe Company and the Adviser) this Agreement constitutes a the valid and binding obligation of Premcorthe Acquiror, enforceable against Premcor the Acquiror in accordance with its termsterms (except as may be limited by the Enforceability Exception). (iib) Neither the execution and delivery of this Agreement by Premcorthe Acquiror, nor the consummation by Premcor of the transactions contemplated herebyTransactions, nor compliance by Premcor with any of the terms or provisions performance of this AgreementAgreement by the Acquiror, will (Ai) violate any provision of the Amended and Restated Certificate of Incorporation Acquiror Organizational Documents or (ii) (A) violate any Law or Order applicable to the Amended and Restated By-Laws of Premcor, Acquiror or (B) assuming that the consents and approvals referred to in Section 4.1(d) are duly obtained, (1) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (2) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate require the consent, approval or authorization of, or notice to or filing with any right or benefit provided bythird-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of Premcor, any of its Subsidiaries or its Non-Subsidiary Affiliates the Acquiror under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which Premcor, any of its Subsidiaries or Non-Subsidiary Affiliates the Acquiror is a party, party or by which they or any of their respective its properties or assets may be is bound or affectedexcept, except (in the case of with respect to clause (B)(2) above) for ii)(B), any such violationsviolation, conflictsconflict, breaches breach, loss, default, termination, cancellation, acceleration, consent, approval or defaults creation that either would not, individually or in the aggregate will not aggregate, reasonably be expected to have a Material Adverse Effect on Premcor or with respect to the Surviving CorporationAcquiror.

Authority; No Violation. (ia) Premcor Company has full corporate power and authority and is duly authorized to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, including the Merger, have been duly duly, validly and validly unanimously approved by the Board board of Directors directors of Premcor. The Board Company, the board of Directors directors of Premcor Company has directed unanimously determined that this Agreement and the transactions contemplated hereby (including the Merger) are fair to and in the best interests of Company and its shareholders and has unanimously adopted a resolution directing that this Agreement be submitted to Premcor stockholders Company’s shareholders for approval at a meeting of Premcor stockholders for the purpose of approving the Merger and recommending that this Agreement be approved by Company’s shareholders (the “Premcor Stockholders MeetingCompany Board Recommendation”), andand all necessary corporate action in respect thereof on the part of Company has been taken, except for subject to the approval of the Merger and of this Agreement and the transactions contemplated hereby (including the Merger) by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Company Common Stock entitled to vote on this Agreement (the “Premcor Stockholder Requisite Shareholder Approval”), no other corporate proceedings on and the part approval of Premcor are necessary to approve this Agreement and to consummate the transactions contemplated herebyBank Merger agreement by Company as the sole shareholder of each Company Bank. This Agreement has been duly and validly executed and delivered by Premcor and (assuming Company. Assuming due authorization, execution and delivery by Valero) Parent, this Agreement constitutes a valid and binding obligation of PremcorCompany, enforceable against Premcor Company in accordance with its terms, except as such enforcement may be limited by: (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to the rights of creditors generally; or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (collectively, “Remedies Exceptions”). (iib) Neither the execution and delivery of this Agreement by Premcor, Company nor the consummation by Premcor Company of the transactions contemplated hereby, nor compliance by Premcor Company with any of the terms or provisions of this Agreementhereof, will will: (Ai) violate any provision of the Amended and Restated Certificate Company Articles of Incorporation or the Amended and Restated By-Laws of Premcor, Company Bylaws; or (Bii) assuming that the consents and approvals referred to in Section 4.1(dSections 3.3(a) and 3.4 are duly obtained, obtained and made: (1A) violate any statute, code, ordinance, rule, regulationLaw, judgment, order, writ, decree or injunction applicable to Premcor, Company or any of its Subsidiaries or Non-Company Subsidiary Affiliates or any of their respective properties or assets assets; or (2B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underunder or in any payment conditioned, in whole or in part, on a change of control of Company or approval or consummation of transactions of the type contemplated hereby, accelerate the performance required by, accelerate any right by or benefit provided byrights or obligations under, or result in the creation of any Lien with respect thereto upon any of the respective properties or assets of Premcor, Company or any of its Subsidiaries or its Non-Company Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract or other instrument or obligation to which Premcor, Company or any of its Subsidiaries or Non-Company Subsidiary Affiliates is a party, or by which they or any of their respective properties properties, assets or assets business activities may be bound or affected, except (in the case of clause (B)(2) above) for such violations, conflicts, breaches or defaults that either individually or in the aggregate will not have a Material Adverse Effect on Premcor or the Surviving Corporation.

Authority; No Violation. (ia) Premcor BVI has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, including the Trustee’s execution, delivery and consummation of the transactions contemplated hereby, have been duly and validly approved by the Board of Directors of PremcorBVI. The Board Except for the delivery by BVI of its minutes of Boards of Directors meetings and approval of Premcor has directed that this Agreement be submitted to Premcor stockholders for approval the shareholders of BVI at a meeting of Premcor stockholders for the purpose of approving the Merger to be convened to consider and act upon this Agreement and the transactions contemplated hereby (the “Premcor Stockholders Meeting”), and, except for the approval of the Merger and of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”or written consent in lieu thereof), no other corporate proceedings on the part of Premcor BVI are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Premcor BVI, and (assuming due authorization, execution and delivery by ValeroPurchaser, FNBNC, the Trustee, the Company and the Bank) this Agreement constitutes a valid and binding obligation of PremcorBVI, enforceable against Premcor BVI in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (iib) Neither the execution and delivery of this Agreement by PremcorBVI and the Trustee, nor the consummation by Premcor BVI and the Trustee of the transactions contemplated hereby, nor compliance by Premcor BVI and the Trustee with any of the terms or provisions of this Agreementhereof, will (Ai) violate any provision of the Amended Memorandum and Restated Certificate Articles of Incorporation Association of BVI, or the Amended Voting Trust Agreement or any related agreement between BVI and Restated By-Laws of PremcorAllied Banking Corporation or Philippine National Bank, or (Bii) assuming that the consents and approvals referred to in Section 4.1(d) 3.4 hereof are duly obtained, (1) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to PremcorBVI, any of its Subsidiaries the Trustee or Non-Subsidiary Affiliates Philippine National Bank or to any of their respective properties or assets assets. (c) BVI is the sole beneficial owner of all of the Shares, and the Shares are held by BVI free and clear of any Liens and rights of others except for the rights of the Trustee, BVI and Philippine National Bank under the Voting Trust Agreement. In accordance with the terms and conditions of the Voting Trust Agreement, BVI has delivered into the possession of the Trustee, or into the possession of the Trustee’s counsel, an original stock certificate (2or certificates) violateevidencing the Shares, conflict withtogether with stock powers executed by an authorized representative of BVI, result assigning and transferring the Shares to the Trustee. BVI is the holder of the sole Voting Trust Certificate issued pursuant to the Voting Trust Agreement. The Voting Trust Agreement has been duly and validly executed and delivered by BVI and (assuming due authorization, execution and delivery by the Trustee and Philippine National Bank) constitutes a valid and binding obligation of BVI, enforceable against BVI in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a breach court of any provision of or the loss of any benefit under, constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, result in the termination of law or a right court of termination or cancellation underequity and by bankruptcy, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of Premcor, any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Premcor, any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (B)(2) above) for such violations, conflicts, breaches or defaults that either individually or in the aggregate will not have a Material Adverse Effect on Premcor or the Surviving Corporationinsolvency and similar laws affecting creditors’ rights and remedies generally.

Authority; No Violation. (ia) Premcor Subject to the approval of this Agreement and the Agreement of Merger and the transactions contemplated hereby and thereby by the stockholders of WSB, WSB has full corporate power and authority to execute and deliver this Agreement and the Agreement of Merger and to consummate the transactions contemplated herebyhereby and thereby in accordance with the terms hereof and thereof. The execution and delivery of this Agreement, Agreement and the Agreement of Merger and the consummation of the transactions contemplated hereby, hereby and thereby have been duly and validly approved by the Board of Directors of PremcorWSB. The Board of Directors of Premcor has directed that this Agreement be submitted to Premcor stockholders for approval at a meeting of Premcor stockholders for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), and, except Except for the approval of the Merger and WSB's stockholders of this Agreement by and the affirmative vote Agreement of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”)Merger, no other corporate proceedings on the part of Premcor WSB are necessary to approve this Agreement and to consummate the transactions contemplated herebyso contemplated. This Agreement has and the Agreement of Merger have been duly and validly executed and delivered by Premcor WSB and (assuming due authorization, execution and delivery by Valero) constitutes a constitute valid and binding obligation obligations of PremcorWSB, enforceable against Premcor it in accordance with its and subject to their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, and except that the availability of equitable remedies (including, without limitation, specific performance) is within the discretion of the appropriate court. (iib) Neither None of the execution and delivery of this Agreement and the Agreement of Merger by PremcorWSB, nor the consummation by Premcor WSB of the transactions contemplated herebyhereby and thereby in accordance with the terms hereof and thereof, nor or compliance by Premcor WSB with any of the terms or provisions of this Agreementhereof or thereof, will (Ai) violate any provision of the Amended and Restated Certificate Articles of Incorporation or other governing instrument or Bylaws of WSB or any of the Amended and Restated By-Laws of PremcorWSB Subsidiaries, or (Bii) assuming that the consents and approvals referred to in Section 4.1(d) set forth below are duly obtained, (1) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, WSB or any of its the WSB Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets assets, or (2iii) except as disclosed in WSB Disclosure Schedule 2.03(b), violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Premcor, WSB or any of its the WSB Subsidiaries or its Non-Subsidiary Affiliates under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Premcor, WSB or any of its the WSB Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except except, with respect to (in the case of clause ii) and (B)(2iii) above) for , such violations, conflicts, breaches or defaults that either as individually or in the aggregate will not have a Material Adverse Effect material adverse effect on Premcor the business, operations, assets or financial condition of WSB and the Surviving CorporationWSB Subsidiaries taken as a whole and which will not prevent or delay the consummation of the transactions contemplated hereby. Except as set forth in WSB Disclosure Schedule 2.03(b) and for consents and approvals of or filings or registrations with or notices to the Securities and Exchange Commission ("Commission"), the Secretary of State of the Commonwealth of Pennsylvania, the Office of Thrift Supervision ("OTS") and the stockholders of WSB, no consents or approvals of or filings or registrations with or notices to any federal, state, municipal or other governmental or regulatory commission, board, agency, or non-governmental third party are required on behalf of WSB in connection with (a) the execution and delivery of this Agreement and the Agreement of Merger by WSB and (b) the consummation by WSB of the Merger and the other transactions contemplated hereby and by the Agreement of Merger.

Authority; No Violation. (ia) Premcor Powhatan Point has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, Merger have been duly and validly approved by the Board of Directors of PremcorPowhatan Point. The Board of Directors of Premcor Powhatan Point has approved the Merger and transactions contemplated by this Agreement, and has directed that this Agreement and the transactions contemplated hereby be submitted to Premcor stockholders Powhatan Point’ s shareholders for approval adoption at a meeting of Premcor stockholders such shareholders, and has adopted a resolution to the foregoing effect. Except for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), and, except for the approval of the Merger and adoption of this Agreement by the affirmative vote of the holders of a majority at least two-thirds of the outstanding shares of Premcor Common Stock Powhatan Point Shares (the “Premcor Stockholder ApprovalRequisite Powhatan Point Vote”), no other corporate proceedings on the part of Premcor Powhatan Point are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Premcor Powhatan Point and (assuming due authorization, execution and delivery by ValeroUnited Bancorp) constitutes a valid and binding obligation of PremcorPowhatan Point, enforceable against Premcor Powhatan Point in accordance with its termsterms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or their parent companies or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)). (iib) Neither Subject to the receipt of the Requisite Powhatan Point Vote, neither the execution and delivery of this Agreement by Premcor, Powhatan Point nor the consummation by Premcor Powhatan Point of the transactions contemplated hereby, nor compliance by Premcor Powhatan Point with any of the terms or provisions of this Agreementhereof, will (Ai) violate any provision of the Amended and Restated Certificate of Incorporation Powhatan Point Articles or the Amended and Restated By-Laws Powhatan Point Code of Premcor, Regulations or (Bii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.1(d) 3.4 are duly obtainedobtained and/or made, (1x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, Powhatan Point or any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (2y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of Premcor, Powhatan Point or any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Premcor, Powhatan Point or any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (B)(2) above) for such violations, conflicts, breaches or defaults that either individually or in the aggregate will not have a Material Adverse Effect on Premcor or the Surviving Corporationbound.

Authority; No Violation. (ia) Premcor Mid-Valley has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, except that Mid-Valley must obtain shareholder approval before such transactions can be consummated. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly and validly approved by the Board board of Directors directors of PremcorMid-Valley. The Board board of Directors directors of Premcor Mid-Valley has directed that this Agreement the Merger be submitted to Premcor stockholders Mid-Valley’s shareholders for approval at a meeting of Premcor stockholders for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), such shareholders and, except for the approval of the Merger and of this Agreement by the affirmative vote of the holders of a majority two-thirds of the outstanding shares of Premcor Mid-Valley Common Stock (the “Premcor Stockholder Approval”)Stock, no other corporate proceedings on the part of Premcor Mid-Valley are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Premcor Mid-Valley and (assuming due authorization, execution and delivery by ValeroBancorp and WCB) constitutes a valid and binding obligation of PremcorMid-Valley, enforceable against Premcor Mid-Valley in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (iib) Neither the execution and delivery of this Agreement by Premcor, Mid-Valley nor the consummation by Premcor Mid-Valley of the transactions contemplated hereby, nor compliance by Premcor Mid-Valley with any of the terms or provisions of this Agreementhereof, will (Ai) violate any provision of the Amended and Restated Certificate Articles of Incorporation or the Amended and Restated ByBylaws of Mid-Laws of PremcorValley, or (Bii) assuming that the consents and approvals referred to in Section 4.1(d) 4.4 are duly obtained, (1x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, any of Mid-Valley or its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets assets, or (2y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Premcor, any of its Subsidiaries or its NonMid-Subsidiary Affiliates under, Valley under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Premcor, any of its Subsidiaries or NonMid-Subsidiary Affiliates Valley is a party, or by which they it or any of their respective its properties or assets may be bound or affected, except (in the case of clause (B)(2y) above) for such violations, conflicts, breaches or defaults that that, either individually or in the aggregate aggregate, will not have or be reasonably likely to have a Material Adverse Effect on Premcor or the Surviving CorporationMid-Valley.

Authority; No Violation. (a) Except for approval by the Shareholders of the Merger and the filing of the Certificate of Merger in accordance with the GBCC and DGCL (collectively, the "Seller Approvals"), no consents, approvals, authorizations, clearances or orders of, filings or registrations with or notices to (collectively "Authorizations") any third party or any Governmental Authority are necessary on behalf of Seller, the Shareholders or the Seller Subsidiaries in connection with (i) Premcor the execution and delivery by Seller and the Shareholders of this Agreement and (ii) the consummation by Seller and the Shareholders of the Merger and the other transactions contemplated hereby. Subject to receipt of the Seller Approvals, Seller has the full corporate power and authority to execute and deliver this Agreement and to consummate the Merger and the other transactions contemplated herebyhereby in accordance with the terms hereof. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, Agreement have been duly and validly approved by the Board of Directors of PremcorSeller in accordance with the Articles of Incorporation and bylaws of Seller and with applicable Laws (as defined below). The Board of Directors of Premcor has directed that this Agreement be submitted to Premcor stockholders for approval at a meeting of Premcor stockholders Except for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), and, except for the approval of the Merger and of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”)Seller Approvals, no other corporate proceedings on the part of Premcor Seller or the Seller Subsidiaries are necessary for the Seller and the Shareholders to approve execute and deliver this Agreement and to consummate be bound by the transactions contemplated herebyterms hereof. This Agreement has been duly and validly executed and delivered by Premcor Seller and (assuming due authorization, execution the Shareholders and delivery by Valero) constitutes a the valid and binding obligation of Premcor, Seller and Shareholders enforceable against Premcor Seller and the Shareholders in accordance with its terms. (iib) Neither the execution and delivery of this Agreement by PremcorSeller or the Shareholders, nor the consummation by Premcor Seller and the Shareholders of the Merger and the other transactions contemplated herebyhereby in accordance with the terms hereof, nor compliance by Premcor Seller and the Shareholders with any of the terms or provisions of this Agreementhereof, will will: (Ai) violate any provision of the Amended and Restated Certificate Seller's Articles of Incorporation or the Amended and Restated By-Laws of Premcor, or bylaws; (Bii) assuming that the consents and approvals referred to in Section 4.1(d) Seller Approvals are duly obtained, (1) violate any United States federal, state or local or foreign statute, code, ordinance, rule, regulation, judgment, order, writ, ruling, decree or injunction of any Governmental Authority (collectively, "Laws") applicable to PremcorSeller, any of its Subsidiaries or Non-Subsidiary Affiliates the Seller Subsidiaries, the Shareholders or any of its or their respective properties or assets assets; or (2iii) except as set forth in Seller Disclosure Schedule 4.3, violate, conflict with, ------------------------------ result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien lien, mortgage, security interest, pledge, charge, other right of third parties or other encumbrance (collectively, "Liens") upon any of the respective properties or assets of PremcorSeller, any of its the Seller Subsidiaries or its Non-Subsidiary Affiliates the Shareholders under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which PremcorSeller, any of its the Seller Subsidiaries or Non-Subsidiary Affiliates any of the Shareholders is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (B)(2) above) for such violations, conflicts, breaches or defaults that either individually or in the aggregate will not have a Material Adverse Effect on Premcor or the Surviving Corporation.

Authority; No Violation. (ia) Premcor WHG and Heritage Bank each has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement by WHG and Heritage Bank and the consummation completion by WHG and Heritage Bank of the transactions contemplated hereby, up to and including the Merger, have been duly and validly approved by the Board of Directors of Premcor. The Board of Directors of Premcor has directed that this Agreement be submitted to Premcor stockholders for approval at a meeting of Premcor stockholders for the purpose of approving the Merger WHG and this Agreement (the “Premcor Stockholders Meeting”)Heritage Bank, respectively, and, except for the approval of the Merger shareholders of WHG and of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”)Regulatory Authorities, no other corporate proceedings on the part of Premcor WHG or Heritage Bank are necessary to approve this Agreement and to consummate complete the transactions contemplated hereby, up to and including the Merger. This Agreement has been duly and validly executed and delivered by Premcor WHG and (assuming due authorizationHeritage Bank, execution and delivery the Bank Merger has been duly and validly approved by Valero) the Board of Directors of Heritage Bank, and by WHG in its capacity as sole stockholder of Heritage Bank, and subject to approval by the shareholders of WHG and receipt of the required approvals of Regulatory Authorities described in Section 4.03 hereof, constitutes a the valid and binding obligation obligations of PremcorWHG and Heritage Bank, enforceable against Premcor WHG and Heritage Bank in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, and as to Heritage Bank, the conservatorship or receivership provisions of the FDIA, and subject, as to enforceability, to general principles of equity. (iiA) Neither the The execution and delivery of this Agreement by PremcorWHG and Heritage Bank, nor (B) subject to receipt of approvals from the Regulatory Authorities referred to in Section 4.03 hereof, and WHG's and BCSB's compliance with any conditions contained therein, and subject to the receipt of the approval of WHG's stockholders, the consummation by Premcor of the transactions contemplated hereby, nor and (C) compliance by Premcor WHG and Heritage Bank with any of the terms or provisions hereof will not: (i) conflict with or result in a breach of this Agreement, will (A) violate any provision of the Amended and Restated Certificate articles of Incorporation incorporation or bylaws of WHG or any WHG Subsidiary or the Amended charter and Restated By-Laws bylaws of Premcor, or Heritage Bank; (B) assuming that the consents and approvals referred to in Section 4.1(d) are duly obtained, (1ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, WHG or any of its Subsidiaries or Non-WHG Subsidiary Affiliates or any of their respective properties or assets assets; or (2iii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, accelerate any right or benefit provided by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Premcor, any of its Subsidiaries WHG or its Non-Subsidiary Affiliates under, Heritage Bank under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which Premcor, any of its Subsidiaries WHG or Non-Subsidiary Affiliates Heritage Bank is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (B)(2) above) for such violations, conflicts, breaches or defaults that under clause (ii) or (iii) hereof which, either individually or in the aggregate aggregate, will not have a Material Adverse Effect on Premcor or WHG and the Surviving CorporationWHG Subsidiaries taken as a whole.

Authority; No Violation. (ia) Premcor Pulaski has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement by Pulaski and the consummation completion by Pulaski of the transactions contemplated hereby, hereby have been duly and validly approved by the Board requisite vote of the Boards of Directors of Premcor. The Board of Directors of Premcor has directed that this Agreement be submitted to Premcor stockholders for approval at a meeting of Premcor stockholders for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), Pulaski and, except for the approval of the Merger and stockholders of this Agreement by Pulaski Bancorp and, if required, the affirmative vote members of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”)Pulaski MHC, no other corporate proceedings on the part of Premcor Pulaski are necessary to approve this Agreement and to consummate complete the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Premcor Pulaski; the MHC Merger has been duly and (assuming due authorizationvalidly approved by the Board of Directors of Pulaski MHC; the Mid-Tier Merger has been duly and validly approved by the Board of Directors of Pulaski Bancorp; and the Bank Merger has been duly and validly approved by the Board of Directors of Pulaski Savings and, execution subject to approval by the stockholders of Pulaski Bancorp and, if required, the members of Pulaski MHC and delivery by Valero) receipt of the required approvals of the Regulatory Authorities, constitutes a the valid and binding obligation obligations of PremcorPulaski Savings, Pulaski Bancorp and Pulaski MHC, enforceable against Premcor them in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, and as to Pulaski Savings, the conservatorship or receivership provisions of the FDIA, and subject, as to enforceability, to general principles of equity. (iib) Neither Subject to the receipt of approvals from the Regulatory Authorities referred to in Section 5.03 hereof and the compliance by Pulaski and Kearny with any conditions contained therein, (A) the execution and delivery of this Agreement by Premcor, nor Pulaski, (B) the consummation by Premcor of the transactions contemplated hereby, nor and (C) compliance by Premcor Pulaski with any of the terms or provisions of this Agreementhereof, will not (Ai) violate conflict with or result in a material breach of any provision of the Amended and Restated Certificate charter or bylaws of Incorporation Pulaski Bancorp or any Pulaski Subsidiary or the Amended charter and Restated By-Laws bylaws of PremcorPulaski MHC; (ii) to the best knowledge of Pulaski, or (B) assuming that the consents and approvals referred to in Section 4.1(d) are duly obtained, (1) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, any of its Subsidiaries or Non-Subsidiary Affiliates Pulaski or any of their respective the properties or assets of Pulaski; or (2iii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, accelerate any right or benefit provided by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Premcor, any of its Subsidiaries or its Non-Subsidiary Affiliates under, Pulaski under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which Premcor, any of its Subsidiaries or Non-Subsidiary Affiliates Pulaski is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause clauses (B)(2ii) aboveand (iii) above for such violationsviolations which, conflicts, breaches or defaults that either individually or in the aggregate will aggregate, would not have a Material Adverse Effect on Premcor or the Surviving CorporationPulaski.

Authority; No Violation. (ia) Premcor BuyGolf has full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly and validly approved by the Board of Directors of PremcorBuyGolf. The Board of Directors of Premcor has directed that this Agreement be submitted to Premcor stockholders for approval at a meeting of Premcor stockholders for the purpose of approving the Merger execution and this Agreement (the “Premcor Stockholders Meeting”), and, except for the approval of the Merger and delivery of this Agreement by and the affirmative vote consummation of the holders of a majority transactions contemplated hereby have been duly and validly approved by stockholders representing one hundred percent of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”), no BuyGolf's capital stock. No other corporate proceedings proceeding on the part of Premcor are BuyGolf is necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has and all other agreements and documents to be entered into in connection herewith have been duly and validly executed and delivered by Premcor BuyGolf and each of the Stockholders and (assuming due authorization, execution and delivery by ValeroBC) constitute valid and binding obligations of BuyGolf and each of the Stockholders, enforceable against BuyGolf and each of the Stockholders in accordance with their respective terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) Stockholders have the power and authority to enter into this Agreement and to perform their obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholders and constitutes a legal, valid and binding obligation of Premcorthe Stockholders, enforceable against Premcor the Stockholders in accordance with its termsthe terms hereof. (iic) Neither the execution and delivery of this Agreement by PremcorBuyGolf and each of the Stockholders, nor the consummation by Premcor BuyGolf and each of the Stockholders of the transactions contemplated hereby, nor compliance by Premcor BuyGolf and each of the Stockholders with any of the terms or provisions of this Agreementhereof, will (Ai) violate any provision of the Amended and Restated Certificate of Incorporation or the Amended and Restated By-Laws Bylaws of PremcorBuyGolf, or (B) assuming that the consents and approvals referred to in Section 4.1(d) are duly obtained, (1ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, BuyGolf or any of its Subsidiaries or Non-Subsidiary Affiliates the Stockholders or any of their respective properties or assets assets, or (2iii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Premcor, BuyGolf or any of its Subsidiaries or its Non-Subsidiary Affiliates the Stockholders under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Premcor, BuyGolf or any of its Subsidiaries or Non-Subsidiary Affiliates the Stockholders is a party, or by which they BuyGolf or any of the Stockholders or any of their respective properties or assets may be bound or affected, except (in the case of clause (B)(2) above) for such violations, conflicts, breaches or defaults that either individually or in the aggregate will not have a Material Adverse Effect on Premcor or the Surviving Corporation.

Authority; No Violation. (i) Premcor Each of the VLI Entities has full corporate the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject to VLI Unitholders Approval. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly and validly approved by the Board VLI Sub B and VLI, as its sole member, and by Parent GP, on behalf of Directors VLI GP. Parent GP, on behalf of Premcor. The Board of Directors of Premcor VLI GP, has directed that this Agreement be submitted to Premcor stockholders VLI Unitholders for approval at a meeting of Premcor stockholders VLI Unitholders for the purpose of approving the issuance of the VLI Common Units constituting the KPP Consideration in the KPP Merger and this Agreement (the “Premcor Stockholders Meeting”"VLI UNITHOLDERS MEETING"), and, except for the approval of the issuance of VLI Common Units in the KPP Merger and of this Agreement by the affirmative vote of both the holders of a majority of the outstanding shares VLI Common Units and the holders of Premcor a majority of the outstanding VLI Subordinated Units, each voting as a separate class, (holders of VLI Common Stock Units and VLI Subordinated Units are referred to collectively herein as the "VLI UNITHOLDERS") at a meeting of VLI Unitholders at which a quorum is present (the “Premcor Stockholder Approval”"VLI UNITHOLDERS APPROVAL"), no other corporate proceedings on the part of Premcor VLI are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Premcor the VLI Entities and (assuming due authorization, execution and delivery by Valerothe Kaneb Entities) constitutes a valid and binding obligation of Premcorthe VLI Entities, enforceable against Premcor the VLI Entities in accordance with its terms. (ii) Neither the execution and delivery of this Agreement by PremcorVLI, nor the consummation by Premcor VLI of the transactions contemplated hereby, nor compliance by Premcor VLI with any of the terms or provisions of this Agreementhereof, will (A) violate any provision of the Amended and Restated Certificate of Incorporation VLI Partnership Agreement or the Amended and Restated By-Laws organizational documents of Premcor, its Subsidiaries or (B) assuming that the consents and approvals referred to in Section 4.1(d4.2(d) are duly obtained, (1x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to PremcorVLI, any of its Subsidiaries or Non-Subsidiary Affiliates or, to VLI's Knowledge, VLI Partially Owned Entities or any of their respective properties or assets or (2y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien Encumbrance upon any of the respective properties or assets of PremcorVLI, any of its Subsidiaries or its Non-Subsidiary Affiliates underor, to the VLI Entities' Knowledge, the Partially Owned Entities under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which PremcorVLI, any of its Subsidiaries or Non-Subsidiary Affiliates or, to the VLI Entities' Knowledge, the Partially Owned Entities is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (B)(2y) above) for such violations, conflicts, breaches or defaults that which, either individually or in the aggregate aggregate, will not have a Material Adverse Effect on Premcor or the Surviving CorporationVLI.

Authority; No Violation. (ia) Premcor Hiway has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of shareholder approval, to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, by this Agreement have been duly and validly approved by the Board of Directors of PremcorHiway. The Board of Directors of Premcor Hiway has directed that this Agreement and the transactions contemplated by this Agreement be submitted to Premcor stockholders the shareholders of Hiway for approval at a meeting by written consent of Premcor stockholders for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), such shareholders and, except for the approval of the Merger and adoption of this Agreement by the requisite affirmative vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”)Hiway Shares, no other corporate proceedings on the part of Premcor Hiway are necessary to approve this Agreement and to consummate the transactions contemplated herebyby this Agreement. This Agreement has been duly and validly executed and delivered by Premcor Hiway and (assuming due authorization, execution and delivery by ValeroBest and the receipt of Hiway shareholder approval and all Requisite Regulatory Approvals) constitutes a valid and binding obligation of PremcorHiway, enforceable against Premcor Hiway in accordance with its terms. (iib) Neither the execution and delivery of this Agreement by Premcor, Hiway nor the consummation by Premcor Hiway of the transactions contemplated herebyby this Agreement, nor compliance by Premcor Hiway with any of the terms or provisions of this Agreement, will (Ai) violate any provision of the Amended and Restated Certificate Hiway Articles of Incorporation or the Amended and Restated By-Laws of PremcorBylaws, or (Bii) assuming that all Requisite Regulatory Approvals and all of the consents and approvals referred to in Section 4.1(d) 4.4 of this Agreement are duly obtained, (1x) to the best knowledge of Hiway, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, Hiway or any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets assets, or (2y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of Premcor, any of its Subsidiaries or its Non-Subsidiary Affiliates Hiway under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Premcor, any of its Subsidiaries or Non-Subsidiary Affiliates Hiway is a party, or by which they it or any of their respective its properties or assets may be bound or affected, except (in the case of clause (B)(2) above) for such violations, conflicts, breaches or defaults that which, either individually or in the aggregate aggregate, will not have or be reasonably likely to have a Material Adverse Effect on Premcor or the Surviving CorporationHiway.

Authority; No Violation. (ia) Premcor TMM, TMMH, MM and GTFM each has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this AgreementAgreement and the Ancillary Agreements to which any of TMM, TMMH, MM or GTFM is a party and the consummation of the transactions contemplated hereby, hereby and thereby have been duly and validly approved authorized by the Board of Directors of Premcor. The Board of Directors of Premcor has directed that this Agreement be submitted to Premcor stockholders for approval at a meeting of Premcor stockholders for the purpose of approving the Merger all requisite action on their respective parts, and this Agreement (the “Premcor Stockholders Meeting”), and, except for the approval of the Merger and of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”), no other corporate proceedings action on the part of Premcor are TMM, TMMH, MM or GTFM, as the case may be, is necessary to approve this Agreement and or the Ancillary Agreements to which it is a party or to authorize or consummate the transactions contemplated herebyhereby or thereby, other than approvals from the shareholders of TMM, TMMH and MM, to be obtained as provided in Section 5.5. TMM has received the opinion of JP Morgan Securities, Inc. to the effect that the consideration t▇ ▇▇ ▇▇▇▇ived in the Acquisition is fair from a financial point of view to TMM. This Agreement has and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by Premcor TMM, TMMH, MM and GTFM (except for those Ancillary Agreements that are not dated the date hereof, which Ancillary Agreements shall be duly and validly executed and delivered prior to the Closing) and (assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by Valerothe other Parties hereto and thereto) constitutes a constitute valid and binding obligation obligations of PremcorTMM, TMMH, MM and GTFM (except for those Ancillary Agreements that are not dated the date hereof or, by their terms are not effective at the date hereof, which Ancillary Agreements shall constitute valid and binding obligations of TMM, TMMH, MM and GTFM at the Closing or the effective date thereof, as the case may be), enforceable against Premcor TMM, TMMH, MM and GTFM in accordance with its their terms, except as (i) the enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the rights of creditors generally and the availability of equitable relief (whether in proceedings at law or in equity), and (ii) rights to indemnification may be limited by the Securities Laws and the policies underlying such laws. (iib) Neither the execution and delivery of this Agreement or the Ancillary Agreements to which it is a party by PremcorTMM, TMMH, MM or GTFM nor the consummation by Premcor TMM, TMMH, MM or GTFM of any of the transactions contemplated herebyhereby or thereby to be performed by them, nor compliance by Premcor TMM, TMMH, MM or GTFM with any of the terms or provisions of this Agreementhereof or thereof, will (Ai) violate any provision of the Amended and Restated Certificate Charter or Bylaws of Incorporation TMM, TMMH or MM or the Amended and Restated By-Laws Charter or Bylaws or comparable organizational documents of PremcorGTFM or any GTFM Subsidiary, or (Bii) assuming that the consents and approvals referred to in Section 4.1(d) 5.5 are duly obtained, (1x) violate violate, conflict with or require any statutenotice, codefiling, ordinanceconsent, rulewaiver or approval under any Applicable Law to which TMM, regulationTMMH, judgmentMM, order, writ, decree GTFM or injunction applicable to Premcor, any of its the GTFM Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties properties, Contracts or assets are subject, or (2y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate or result in a right of acceleration of the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien liability under, result in the creation of any Encumbrance other than any Permitted Encumbrance upon any of the respective properties properties, Contracts or assets of PremcorTMM, any of its TMMH, MM, GTFM or the GTFM Subsidiaries or its Non-Subsidiary Affiliates under, or require any of the termsnotice, conditions approval, waiver or provisions of consent under, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which PremcorTMM, TMMH, MM, GTFM or any of its the GTFM Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they TMM, TMMH, MM, GTFM or any of the GTFM Subsidiaries or any of their respective properties or assets may be bound or affected, except (except, in the case of this clause (B)(2) above) for such violationsii), conflictswould not have or be reasonably expected to have, breaches or defaults that either individually or in the aggregate will not have aggregate, a GTFM Material Adverse Effect or result in an Encumbrance on Premcor or the Surviving CorporationGTFM Shares.

Authority; No Violation. (ia) Premcor PBC has full corporate power and authority to execute and deliver this Agreement and and, upon the receipt of requisite approval by the shareholders of PBC of this Agreement, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly and validly approved by the Board of Directors of PremcorPBC and the Board of Directors of PBB. The Board of Directors of Premcor PBC has directed that this Agreement and the transactions contemplated hereby be submitted to Premcor stockholders PBC's shareholders for approval at a meeting of Premcor stockholders such shareholders. PBC has approved this Agreement and the transactions contemplated hereby, and the Board of Directors of PBC has directed officers of PBC to so approve this Agreement and the transactions contemplated herein in its capacity as the sole shareholder of PBB. Except for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), and, except for the approval of the Merger and adoption of this Agreement by the affirmative requisite vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”)PBC's shareholders, no other corporate proceedings on the part of Premcor PBC or its Subsidiaries are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Premcor PBC, and (assuming due authorization, execution and delivery by Valero) this Agreement constitutes a valid and binding obligation of PremcorPBC, enforceable against Premcor PBC in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (iib) Neither the execution and delivery of this Agreement by PremcorAgreement, nor the consummation by Premcor PBC of the transactions contemplated hereby, nor compliance by Premcor PBC with any of the terms or provisions of this Agreementhereof or thereof, will (Ai) violate any provision of the Amended and Restated Certificate Articles of Incorporation or Bylaws of PBC or the Amended and Restated By-Laws articles of Premcorincorporation, bylaws or similar governing documents of any of PBC's Subsidiaries, or (Bii) assuming that the consents and approvals referred to in Section 4.1(d) 4.4 hereof are duly obtained, (1A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, PBC or any of its Subsidiaries or Non-Subsidiary Affiliates Subsidiaries, or any of their respective properties or assets assets, or (2B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Premcor, PBC or any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Premcor, PBC or any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affectedaffected unless, except with respect to (in the case of clause (B)(2ii) above) for , such violationsviolation, conflictsconflict, breaches or defaults that either individually or in the aggregate will breach would not have a Material Adverse Effect on Premcor or the Surviving CorporationPBC.

Authority; No Violation. (ia) Premcor Acquiror has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly and validly approved by the Board board of Directors directors of PremcorAcquiror. The Board board of Directors directors of Premcor has directed Acquiror determined that the Merger, on the terms and conditions set forth in this Agreement be submitted to Premcor stockholders for approval at a meeting Agreement, is advisable and in the best interests of Premcor stockholders for the purpose of approving the Merger Acquiror and this Agreement (the “Premcor Stockholders Meeting”), and, except for the approval of the Merger and of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Premcor Common Stock (the “Premcor Stockholder Approval”), no its shareholders. No other corporate proceedings on the part of Premcor Acquiror are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Premcor Acquiror and (assuming due authorization, execution and delivery by ValeroTarget) constitutes a valid and binding obligation of PremcorAcquiror, enforceable against Premcor Acquiror in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). The shares of Acquiror Common Stock to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past stockholder of Acquiror will have any preemptive right or similar rights in respect thereof. (iib) Neither the execution and delivery of this Agreement by PremcorAcquiror, nor the consummation by Premcor Acquiror of the transactions contemplated hereby, nor compliance by Premcor Acquiror with any of the terms or provisions of this Agreementhereof, will (Ai) violate any provision of the Amended and Restated Certificate organization documents of Incorporation or the Amended and Restated By-Laws of Premcor, Acquiror or (Bii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.1(d) 3.4 are duly obtained, (1x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premcor, Acquiror or any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (2y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of Premcor, Acquiror or any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Premcor, Acquiror or any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (B)(2ii) above) above for such violations, conflicts, breaches breaches, losses, defaults, terminations, cancellations, accelerations, or defaults that Liens which, either individually or in the aggregate will aggregate, would not reasonably be expected to have a Material Adverse Effect on Premcor or the Surviving CorporationAcquiror.