Westcorp /Ca/ Sample Contracts
EXHIBIT 10.18 WESTCORP EXECUTIVE DEFERRAL PLAN V PARTICIPATION AGREEMENT THIS AGREEMENT, among WESTCORP, a California corporation, (hereinafter referred to as the "the Plan Sponsor"), and the following subsidiaries: WESTERN FINANCIAL ASSOCIATE...Participation Agreement • March 14th, 2005 • Westcorp /Ca/ • Savings institution, federally chartered
Standard Contracts
WESTCORP COMMON STOCKUnderwriting Agreement • November 17th, 2003 • Westcorp /Ca/ • Savings institution, federally chartered • New York
EXHIBIT 10.4 MASTER TAX SHARING AGREEMENT This Master Tax Sharing Agreement ("Agreement"), which amends and restates in its entirety the prior Tax Sharing Agreement and incorporates all previous amendments, is effective as of the first day of the...Tax Sharing Agreement • July 16th, 2004 • Westcorp /Ca/ • Savings institution, federally chartered • California
EXHIBIT 10.8 [WFS FINANCIAL(R) LOGO] DEALER AGREEMENT In consideration of the mutual promises and agreements contained herein, WFS Financial Inc. ("Company") and the undersigned ("Dealer") agree as follows: 1. Dealer shall from time to time sell,...Dealer Agreement • November 5th, 2003 • Westcorp /Ca/ • Savings institution, federally chartered
EXHIBIT 99.1 FORM OF SUBSCRIPTION AGENT AGREEMENT BETWEEN WESTCORP AND MELLON INVESTOR SERVICES LLC January 22, 2002 Mellon Investor Services LLC 85 Challenger Rd. Ridgefield Park, NJ 07660 Attn: Reorganization Department Gentlemen: Westcorp, a...Subscription Agent Agreement • January 22nd, 2002 • Westcorp /Ca/ • Savings institution, federally chartered • New York
PREAMBLERevolving Line of Credit Agreement • November 5th, 2003 • Westcorp /Ca/ • Savings institution, federally chartered
EXHIBIT 99.2 FORM OF INFORMATION AGENT AGREEMENT BETWEEN WESTCORP AND MELLON INVESTOR SERVICES LLCInformation Agent Agreement • January 22nd, 2002 • Westcorp /Ca/ • Savings institution, federally chartered
January 22, 2002 Westcorp 23 Pasteur Road Irvine, CA 92618 To Whom It May Concern: This letter of agreement sets forth the terms and conditions by which Mellon Investor Services LLC, ("we", "our", "us") shall provide to Westcorp, ("you", "your") our information agent services (the "services"). SERVICES (i) Assist in the coordination of all printing activities and advertisement placement if required. (ii) Establishing contacts with brokers, dealers, banks and other nominees on your behalf. (iii) Determining the material requirements. (iv) Assistance with document review. (v) Facilitate the distribution of materials to the registered and beneficial owners and to other interested parties. (vi) Providing a dedicated toll-free line for all shareholder queries. (vii) Status reporting to management. (viii) Payment of all broker forwarding invoices, subject to collection from you of monies for this purpose. FEE FOR SERVICES The management fee for acting as information agent is $7,500, plus all
RECITALSReferral Agreement • March 26th, 2003 • Westcorp /Ca/ • Savings institution, federally chartered • California
EXHIBIT 10.12.2 SECOND AMENDMENT TO THE AMENDED AND RESTATED ALLOCATION AGREEMENT This Second Amendment To The Amended And Restated Allocation Agreement ("Amendment") dated as of September 1, 2003 is effective as of the first day of the consolidated...Allocation Agreement • November 5th, 2003 • Westcorp /Ca/ • Savings institution, federally chartered
EXHIBIT 10.4.2 SECOND AMENDMENT TO THE AMENDED AND RESTATED TAX SHARING AGREEMENT This SECOND AMENDMENT TO THE AMENDED AND RESTATED TAX SHARING AGREEMENT is entered into as of August 1, 2003 ("Amendment"), by and among Westcorp (FEIN No. 53-0308535)...Tax Sharing Agreement • November 5th, 2003 • Westcorp /Ca/ • Savings institution, federally chartered
PREAMBLERevolving Line of Credit Agreement • March 26th, 2002 • Westcorp /Ca/ • Savings institution, federally chartered
SECOND AMENDMENT TO THE INTEREST RATE SWAP GUARANTEE AGREEMENTInterest Rate Swap Guarantee Agreement • March 14th, 2005 • Westcorp /Ca/ • Savings institution, federally chartered
WESTCORP SUBSCRIPTION WARRANT FOR RIGHTS OFFERING FOR HOLDERS OF RECORD ON MARCH __, 2001Subscription Warrant • March 2nd, 2001 • Westcorp /Ca/ • Savings institution, federally chartered
FOURTH AMENDED AND RESTATED MASTER COLLATERAL ASSIGNMENT AGREEMENTMaster Collateral Assignment Agreement • March 14th, 2005 • Westcorp /Ca/ • Savings institution, federally chartered • California
FIRST AMENDMENT TO THEShort Term Investment Agreement • March 26th, 2003 • Westcorp /Ca/ • Savings institution, federally chartered
FIRST AMENDMENT TO THE MASTER TAX SHARING AGREEMENTMaster Tax Sharing Agreement • March 14th, 2005 • Westcorp /Ca/ • Savings institution, federally chartered
RECITALSMaster Allocation Agreement • March 14th, 2005 • Westcorp /Ca/ • Savings institution, federally chartered • California
RECITALSLogo License Agreement • November 5th, 2003 • Westcorp /Ca/ • Savings institution, federally chartered
EXHIBIT 10.5 SECOND AMENDED AND RESTATED MASTER RIC REIMBURSEMENT AGREEMENT THIS SECOND AMENDED AND RESTATED MASTER RIC REIMBURSEMENT AGREEMENT dated as of September 1, 2002 (the "Agreement"), which amends and restates the Master RIC Reimbursement...Master Ric Reimbursement Agreement • July 16th, 2004 • Westcorp /Ca/ • Savings institution, federally chartered • California
EXHIBIT 10.5 AMENDED AND RESTATED WFS REINVESTMENT CONTRACT This AMENDED AND RESTATED WFS REINVESTMENT CONTRACT (the "AGREEMENT"), dated as of January 1, 2004 (the "EFFECTIVE DATE"), is among Western Financial Bank, a federal savings bank (the...WFS Reinvestment Contract • March 14th, 2005 • Westcorp /Ca/ • Savings institution, federally chartered • California
Westcorp WFS Funding, Inc. WFS Financial Inc WFS Investments, Inc. Western Consumer Products Westran Services Corporation WFS Receivables Corporation WestFin Insurance Agency, Inc. WFS Receivables Corporation 2 Western Auto Investments, Inc. WFS...Intellectual Property Licensing Agreement • March 14th, 2005 • Westcorp /Ca/ • Savings institution, federally chartered
EXHIBIT 10.15.1 FIRST AMENDMENT TO THE MASTER TRAVEL SERVICES AGREEMENT This First Amendment to the MASTER TRAVEL SERVICES AGREEMENT ("Amendment") is made as of December 1, 2004, by and between Westran Services Corporation, a California corporation...Master Travel Services Agreement • March 14th, 2005 • Westcorp /Ca/ • Savings institution, federally chartered
RECITALSCustomer List Agreement • March 26th, 2003 • Westcorp /Ca/ • Savings institution, federally chartered
RECITALSSecurity Agreement • March 26th, 2003 • Westcorp /Ca/ • Savings institution, federally chartered
RECITALSMaster Travel Services Agreement • March 14th, 2005 • Westcorp /Ca/ • Savings institution, federally chartered • California
RECITALSWestcorp Executive Deferral Plan v Participation Agreement • March 14th, 2005 • Westcorp /Ca/ • Savings institution, federally chartered
EXHIBIT 10.4 MASTER TAX SHARING AGREEMENT This Master Tax Sharing Agreement ("Agreement"), which amends and restates in its entirety the prior Tax Sharing Agreement and incorporates all previous amendments, is effective as of the first day of the...Tax Sharing Agreement • March 14th, 2005 • Westcorp /Ca/ • Savings institution, federally chartered • California
WESTCORP SUBSCRIPTION WARRANT FOR RIGHTS OFFERING FOR HOLDERS OF RECORD ON FEBRUARY 9, 2002Subscription Warrant • January 22nd, 2002 • Westcorp /Ca/ • Savings institution, federally chartered
Westcorp (the "Company") is conducting a rights offering (the "Rights Offering") which entitles the holders of shares of the Company's common stock (the "Common Stock"), as of the close of business on February 9, 2002 (the "Record Date") to receive one transferable right (each, a "Right") for each share of Common Stock held of record on the Record Date. Holders of Rights are entitled to subscribe for and purchase one share of Common Stock for every 10.5 Rights (the "Basic Subscription Right") at a subscription price of $14.67 per share. If any shares of Common Stock are not purchased by holders of Rights pursuant to the Basic Subscription Right (the "Excess Shares"), any holder purchasing all of the shares of Common Stock available to that holder may purchase an additional number of the Excess Shares, if so specified in the subscription documents, subject to proration. No fractional shares or cash in lieu thereof will be issued or paid. Set forth above is the number of shares of Common
FIRST AMENDMENT TO THETax Sharing Agreement • November 5th, 2003 • Westcorp /Ca/ • Savings institution, federally chartered
AGREEMENT AND PLAN OF MERGER by and among WACHOVIA CORPORATION, a North Carolina corporation WESTCORP, a California corporation WESTERN FINANCIAL BANK, a federal savings bank and WFS FINANCIAL INC, a California corporation Dated as of September 12,...Merger Agreement • October 26th, 2005 • Westcorp /Ca/ • Savings institution, federally chartered • Delaware
AGREEMENT AND PLAN OF MERGER, as amended and restated, dated as of September 12, 2005 (this “Agreement”), by and among Westcorp, a California corporation (the “Company”), Western Financial Bank, a federal savings bank and wholly owned subsidiary of the Company (“WFB”), WFS Financial Inc, a California corporation (“WFS”) and majority-owned subsidiary of WFB, and Wachovia Corporation, a North Carolina corporation (the “Purchaser”). The Company, WFB, WFS, and the Purchaser are sometimes collectively referred to herein as the “parties.”
RECITALSCafeteria Plan Amendment • March 14th, 2005 • Westcorp /Ca/ • Savings institution, federally chartered
THIS FIRST AMENDMENT TO THE WESTCORP CAFETERIA PLAN WITH FLEXIBLE SPENDING ARRANGEMENT PARTICIPATION AGREEMENT, among Westcorp, a California corporation, (hereinafter referred to as the "the Plan Sponsor"), and the following subsidiaries: Western Financial Associate Solutions, a California corporation, Western Financial Bank, a federally chartered savings bank, WFS Financial Inc., a California corporation, WestFin Insurance Agency, Inc., a California corporation, WFS Receivables Corporation, a Nevada corporation, and Westran Services corporation, a California corporation (each individually referred to as "Subsidiary" and collectively referred to as "Subsidiaries"), and the BENEFIT PLAN COMMITTEE, on behalf of the Westcorp Cafeteria Plan with Flexible Spending Arrangements (the "Plan"), is effective as of December 1, 2004.
RECITALSAnnuity Licensing Fee Agreement • March 26th, 2003 • Westcorp /Ca/ • Savings institution, federally chartered • California
RECITALSTravel Services Agreement • March 26th, 2003 • Westcorp /Ca/ • Savings institution, federally chartered • California
EXHIBIT 10.12.1 FIRST AMENDMENT TO THE AMENDED AND RESTATED ALLOCATION AGREEMENT This First Amendment To The Amended And Restated Allocation Agreement ("Amendment") dated as of August 1, 2003 is effective as of the first day of the consolidated return...Allocation Agreement • November 5th, 2003 • Westcorp /Ca/ • Savings institution, federally chartered
RECITALSParticipation Agreement • March 14th, 2005 • Westcorp /Ca/ • Savings institution, federally chartered
THIS FIRST AMENDMENT TO THE WESTCORP ESOP AND SALARY SAVINGS PLAN PARTICIPATION AGREEMENT, among WESTCORP, a California corporation, (hereinafter referred to as the "the Plan Sponsor"), and the following subsidiaries: WESTERN FINANCIAL ASSOCIATE SOLUTIONS, a California corporation, WESTERN FINANCIAL BANK, a federally chartered savings bank, WFS FINANCIAL INC, a California corporation, WESTFIN INSURANCE AGENCY, INC., a California corporation, WFS RECEIVABLES CORPORATION, a Nevada corporation, and WESTRAN SERVICES CORPORATION, a California corporation (each individually referred to as "Subsidiary" and collectively referred to as "Subsidiaries"), and the ADMINISTRATIVE COMMITTEE, on behalf of the Westcorp ESOP and Salary Savings Plan (the "Plan"), is effective as of December 1, 2004.
