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Exhibit 99.1
FORM OF SUBSCRIPTION AGENT AGREEMENT BETWEEN WESTCORP
AND CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
[LETTERHEAD OF WESTCORP]
[Date May __, 2000]
ChaseMellon Shareholder Services, LLC
00 Xxxxxxxxxx Xxxx
Xxxxxxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: Reorganization Department
Gentlemen:
Westcorp, a California corporation (the "Company") is making an offer
to issue (the "Subscription Offer") to the holders of record of its outstanding
shares of Common Stock par value $1.00 per share (the "Common Stock"), at the
close of business on May 25, 2000 (the "Record Date"), the right to subscribe
for and purchase (each a "Right") shares of Common Stock (the "Additional Common
Stock") at a purchase price of $12.00 per share of Additional Common Stock (the
"Subscription Price"), payable by cashier's or certified check or other
acceptable methods as may be specified in the Registration Statement referenced
below, upon the terms and conditions set forth herein. The term "Subscribed"
shall mean submitted for purchase from the Company by a stockholder in
accordance with the terms of the Subscription Offer, and the term "Subscription"
shall mean any such submission. The Subscription Offer will expire at 5:00 p.m.
New York City Time, on June 15, 2000 (the "Expiration Time"), unless the Company
shall have extended the period of time for which the Subscription Offer is open,
in which event the term "Expiration Time" shall mean the latest time and date at
which the Subscription Offer, as so extended by the Company from time to time,
shall expire.
This Subscription Agent Agreement ("Agreement") will define the
activities and related compensation which ChaseMellon Shareholder Services LLC
("ChaseMellon") will provide to the Company in conjunction with the Subscription
Offer.
The Company filed a Registration Statement relating to the Additional
Common Stock with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, on May 5, 2000. Said Registration Statement was
declared effective on May __, 2000. The terms of the Additional Common Stock are
more fully described in the Prospectus forming part of the Registration
Statement as it was declared effective, and the accompanying Letter of
Instruction. Copies of the Prospectus, the Letter of Instruction and the Notice
of Guaranteed Delivery are annexed hereto as Exhibit 1, Exhibit 2 and Exhibit 3,
respectively. All terms used and not defined herein shall have the same meaning
as in the Prospectus. Promptly after the Record Date,
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the Company will provide ChaseMellon with a list of holders of Common Stock as
of the Record Date (the "Record Stockholders List").
The Rights are evidenced by transferable subscription warrants (the
"Warrants"), a copy of the form of which is annexed hereto as Exhibit 4. The
Warrants entitle the holders to subscribe, upon payment of the Subscription
Price, for shares of Additional Common Stock at the rate of One (1) share for
each 5.0 Rights evidenced by a Warrant (the "Basic Subscription Right"). No
fractional shares will be issued. In the event that fractional shares would be
calculated as a result of the exchange ratio above, the number of shares of
Additional Common Stock to be purchased will be rounded down to the nearest full
share and the fractional share amount shall be cancelled. Rights are freely
transferable among their holders and ChaseMellon will not make any distinction
between Rights issued directly to subscribing shareholders and those Rights
which have been validly and lawfully acquired by the subscribing shareholder
from another.
Further, the Subscription Offer provides that subscribing
shareholders, and only those subscribing shareholders who exercise their Rights
in full, may exercise an Oversubscription Right as more fully described in the
Registration Statement. ChaseMellon shall, after the initial allocation of
Additional Common Stock to those shareholders exercising their Basic
Subscription Right, allocate any remaining shares (and only to the extent
possible) to those shareholders who exercise the Oversubscription Right on a
pro-rata basis to their Basic Subscription, as more fully described in the
Registration Statement.
The Company hereby appoints ChaseMellon as Subscription Agent (the
"Subscription Agent") for the Subscription Offer and agrees with ChaseMellon as
follows:
1) As Subscription Agent, ChaseMellon is authorized and directed to:
(A) Issue the Warrants in accordance with this Agreement in the names
of the holders of the Common Stock of record on the Record Date, keep such
records as are necessary for the purpose of recording such issuance, and furnish
a copy of such records to the Company. The Warrants may be signed on behalf of
the Subscription Agent by the manual or facsimile signature of a Vice President
or Assistant Vice President of the Subscription Agent, or by the manual
signature of any of its other authorized officers.
(B) Promptly after ChaseMellon receives the Record Stockholders List:
(a) mail or cause to be mailed, by first class mail, to each holder of
Common Stock of record on the Record Date whose address of record is
within the United States and Canada, (i) a Warrant evidencing the
Rights to which such stockholder is entitled under the Subscription
Offer, (ii) a copy of the Prospectus, (iii) a Letter of Instruction,
(iv) a Notice of Guaranteed Delivery and (v) a return envelope
addressed to the Subscription Agent; and
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(b) mail or cause to be mailed, by air mail, to each holder of Common
Stock of record on the Record Date whose address of record is outside
the United States and Canada, or is an A.P.O. or F.P.O. address (i) a
copy of the Prospectus, (ii) a Notice of Guaranteed Delivery and (iii)
a Letter of Instruction (different from the Letter of Instruction sent
to stockholders whose address of record is within the United States
and Canada). ChaseMellon shall refrain from mailing Warrants issuable
to any holder of Common Stock of record on the Record Date whose
address of record is outside the United States and Canada, or is an
A.P.O. or F.P.O. address, and hold such Warrants for the account of
such stockholder subject to such stockholder making satisfactory
arrangements with the Subscription Agent for the exercise or other
disposition of the Rights evidenced thereby, and follow the
instructions of such stockholder for the exercise, sale or other
disposition of such Rights if such instructions are received at or
before 11:00 a.m., New York City Time, on June 13, 2000.
(C) Mail or deliver a copy of the Prospectus (i) to each assignee or
transferee of Warrants upon ChaseMellon's receiving appropriate documents to
register the assignment or transfer thereof and (ii) with certificates for
shares of Additional Common Stock when such are issued to persons other than the
registered holder of the Warrant.
(D) Accept Subscriptions upon the due exercise (including payment of
the Subscription Price) on or prior to the Expiration Time of Rights in
accordance with the terms of the Warrants and the Prospectus.
(E) Subject to the next sentence, accept Subscriptions from
stockholders whose Warrants are alleged to have been lost, stolen or destroyed
upon receipt by ChaseMellon of an affidavit of theft, loss or destruction and a
bond of indemnity in form and substance satisfactory to ChaseMellon accompanied
by payment of the Subscription Price for the total number of shares of
Additional Common Stock Subscribed for. Upon receipt of such affidavit and bond
of indemnity and compliance with any other applicable requirements, stop orders
shall be placed on said Warrants and ChaseMellon shall withhold delivery of the
shares of Additional Common Stock Subscribed for until after the Warrants have
expired and it has been determined that the Rights evidenced by the Warrants
have not otherwise been purported to have been exercised or otherwise
surrendered.
(F) Accept Subscriptions, without further authorization or direction
from the Company, without procuring supporting legal papers or other proof of
authority to sign (including without limitation proof of appointment of a
fiduciary or other person acting in a representative capacity), and without
signatures of co-fiduciaries, co-representatives or any other person:
(a) if the Warrant is registered in the name of a fiduciary and is
executed by and the Additional Common Stock is to be issued in the
name of such fiduciary;
(b) if the Warrant is registered in the name of joint tenants and is
executed by one of the joint tenants, provided the certificate
representing the Additional Common Stock is issued in the names of,
and is to be delivered to, such joint tenants;
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(c) if the Warrant is registered in the name of a corporation and is
executed by a person in a manner which appears or purports to be done
in the capacity of an officer, or agent thereof, provided the
Additional Common Stock is to be issued in the name of such
corporation; or
(d) if the Warrant is registered in the name of an individual and is
executed by a person purporting to act as such individual's executor,
administrator or personal representative, provided, the Additional
Common Stock is to be registered in the name of the subscriber as
executor or administrator of the estate of the deceased registered
holder and there is no evidence indicating the subscriber is not the
duly authorized representative that he purports to be.
(G) Accept applications to transfer Warrants and to act therein as a
Transfer Agent for this limited purpose, without further authorization or
direction from the Company, without procuring supporting legal papers or other
proof of authority to sign (including without limitation proof of appointment of
a fiduciary or other person acting in a representative capacity), and without
signatures of co-fiduciaries, co-representatives or any other person:
(a) if the Warrant is registered in the name of a fiduciary and is
executed by and the Additional Common Stock is to be issued in the
name of such fiduciary;
(b) if the Warrant is registered in the name of joint tenants and is
executed by one of the joint tenants, provided the certificate
representing the Additional Common Stock is issued in the names of,
and is to be delivered to, such joint tenants;
(c) if the Warrant is registered in the name of a corporation and is
executed by a person in a manner which appears or purports to be done
in the capacity of an officer, or agent thereof, provided the
Additional Common Stock is to be issued in the name of such
corporation; or
(d) if the Warrant is registered in the name of an individual and is
executed by a person purporting to act as such individual's executor,
administrator or personal representative, provided, the Additional
Common Stock is to be registered in the name of the subscriber as
executor or administrator of the estate of the deceased registered
holder and there is no evidence indicating the subscriber is not the
duly authorized representative that he purports to be.
(H) Accept Subscriptions not accompanied by Warrants if submitted by a
firm having membership in the New York Stock Exchange or another national
securities exchange or by a commercial bank or trust company having an office in
the United States together with the Notice of Guaranteed Delivery and
accompanied by proper payment for the total number of shares of Additional
Common Stock Subscribed for.
(I) Accept Subscriptions even though unaccompanied by Warrants, under
the circumstances and in compliance with the terms and conditions set forth in
the Prospectus under
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the heading "The Offering--Notice of Guaranteed Delivery Form."
(J) Refer to the Company for specific instructions as to acceptance or
rejection, Subscriptions received after the Expiration Time, Subscriptions not
authorized to be accepted pursuant to this Paragraph 1, and Subscriptions
otherwise failing to comply with the requirements of the Prospectus and the
terms and conditions of the Warrants.
(K) Upon acceptance of a Subscription:
(a) hold all monies received in a special account for the benefit of
the Company. Promptly following the Expiration Time ChaseMellon shall
distribute to the Company the funds in such account and issue
certificates for shares of Additional Common Stock issuable with
respect to Subscriptions which have been accepted.
(b) advise the Company daily by telecopy and confirm by letter to Xxxx
Xxxxx, Vice President and Controller (the "Company Representative"),
with a copy to Guy Du Bose, Esq., General Counsel, (by telecopy) as to
the total number of shares of Additional Common Stock Subscribed for,
total number of Rights sold, total number of Rights partially
Subscribed for and the amount of funds received, with cumulative
totals for each; and in addition advise the Company Representative, by
telephone to Xxxx Xxxxx at (000) 000-0000 , confirmed by telecopy, of
the amount of funds received identified in accordance with (a) above,
deposited, available or transferred in accordance with (a) above, with
cumulative totals; and
(c) as promptly as possible but in any event on or before 3:30 p.m.,
New York City Time, on the first full business day following the
Expiration Time, advise the Company Representative in accordance with
(b) above of the number of shares Subscribed for, the number of
Subscription guarantees received and the number of shares of
Additional Common Stock unsubscribed for.
(L) Upon completion of the Subscription Offer, ChaseMellon shall
requisition certificates from the Transfer Agent for the Common Stock for shares
of Additional Common Stock Subscribed for.
2) (A) The Warrants shall be issued in registered form only. The
Company shall appoint and have in office at all times a Registrar for the
Warrants, satisfactory to ChaseMellon, which shall keep books and records of the
registration and transfers and exchanges of Warrants (such books and records are
hereinafter called the "Warrant Register"). The Company shall promptly notify
the Transfer Agent and Registrar of the exercise of any Warrants. The Company
shall promptly notify ChaseMellon of any change in the Registrar of the
Warrants.
(B) All Warrants issued upon any registration of transfer or
exchange of Warrants shall be the valid obligations of the Company, evidencing
the same obligations, and entitled to the same benefits under this Agreement, as
the Warrants surrendered for such registration of transfer or exchange.
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(C) Any Warrant when duly endorsed in blank shall be deemed
negotiable, and when a Warrant shall have been so endorsed the holder thereof
may be treated by the Company, ChaseMellon and all other persons dealing
therewith as the absolute owner thereof for any purpose and as the person
entitled to exercise the rights represented thereby, any notice to the contrary
notwithstanding, but until such transfer is registered in the Warrant Register,
the Company and ChaseMellon may treat the registered holder thereof as the owner
for all purposes.
3) ChaseMellon will follow its regular procedures to attempt to
reconcile any discrepancies between the number of shares of Additional Common
Stock that any Warrant may indicate are to be issued to a stockholder and the
number that the Record Stockholders List indicates may be issued to such
stockholder. In any instance where ChaseMellon cannot reconcile such
discrepancies by following such procedures, ChaseMellon will consult with the
Company for instructions as to the number of shares of Additional Common Stock,
if any, ChaseMellon is authorized to issue. In the absence of such instructions,
ChaseMellon is authorized not to issue any shares of Additional Common Stock to
such stockholder.
4) ChaseMellon will examine the Warrants received by it as
Subscription Agent to ascertain whether they appear to ChaseMellon to have been
completed and executed in accordance with the applicable Letter of Instruction.
In the event ChaseMellon determine that any Warrant does not appear to it to
have been properly completed or executed, or where the Warrants do not appear to
ChaseMellon to be in proper form for Subscription, or any other irregularity in
connection with the Subscription appears to ChaseMellon to exist, it will
follow, where possible, its regular procedures to attempt to cause such
irregularity to be corrected. ChaseMellon is not authorized to waive any
irregularity in connection with the Subscription, unless it shall have received
from the Company the Warrant which was delivered, duly dated and signed by an
authorized officer of the Company, indicating that any irregularity in such
Warrant has been cured or waived and that such Warrant has been accepted by the
Company. If any such irregularity is neither corrected nor waived, ChaseMellon
will return to the subscribing stockholder (at ChaseMellon's option by either
first class mail under a blanket surety bond or insurance protecting ChaseMellon
and the Company from losses or liabilities arising out of the non-receipt or
nondelivery of Warrants or by registered mail insured separately for the value
of such Warrants) to such stockholder's address as set forth in the Subscription
any Warrants surrendered in connection therewith and any other documents
received with such Warrants, and a letter of notice to be furnished by the
Company explaining the reasons for the return of the Warrants and other
documents.
5) Each document received by ChaseMellon relating to its duties
hereunder shall be dated and time stamped when received.
6) (A) For so long as this Agreement shall be in effect, the Company
will reserve for issuance and keep available free from preemptive rights a
sufficient number of shares of Additional Common Stock to permit the exercise in
full of all Rights issued pursuant to the Subscription Offer. Subject to the
terms and conditions of this Agreement, ChaseMellon will request the Transfer
Agent for the Common Stock to issue certificates evidencing the appropriate
number of shares of Additional Common Stock as required from time to time in
order to
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effectuate the Subscriptions.
(B) The Company shall take any and all action, including without
limitation obtaining the authorization, consent, lack of objection, registration
or approval of any governmental authority, or the taking of any other action
under the laws of the United States of America or any political subdivision
thereof, to insure that all shares of Additional Common Stock issuable upon the
exercise of the Warrants at the time of delivery of the certificates therefor
(subject to payment of the Subscription Price) will be duly and validly issued
and fully paid and nonassessable shares of Common Stock, free from all
preemptive rights and taxes, liens, charges and security interests created by or
imposed upon the Company with respect thereto.
(C) The Company shall from time to time take all action necessary
or appropriate to obtain and keep effective all registrations, permits, consents
and approvals of the Securities and Exchange Commission and any other
governmental agency or authority and make such filings under Federal and state
laws which may be necessary or appropriate in connection with the issuance,
sale, transfer and delivery of Warrants or Additional Common Stock issued upon
exercise of Warrants.
7) If certificates representing shares of Additional Common Stock are
to be delivered by ChaseMellon to a person other than the person in whose name a
surrendered Warrant is registered, ChaseMellon will issue no certificate for
Additional Common Stock until the Warrant so surrendered has been properly
endorsed (or otherwise put in proper form for transfer) and the person
requesting such exchange has paid any transfer or other taxes or governmental
charges required by reason of the issuance of a certificate for Additional
Common Stock in a name other than that of the registered holder of the Warrant
surrendered, or has established to ChaseMellon's satisfaction that any such tax
or charge either has been paid or is not payable.
8) Should any issue arise regarding federal income tax reporting or
withholding, ChaseMellon will take such action as the Company instructs
ChaseMellon in writing.
9) The Company may terminate this Agreement at any time by so
notifying ChaseMellon in writing. ChaseMellon may terminate this Agreement upon
30 days' prior notice to the Company. Upon any such termination, ChaseMellon
shall be relieved and discharged of any further responsibilities with respect to
its duties hereunder. Upon payment of all outstanding ChaseMellon fees and
expenses, ChaseMellon will forward to the Company or its designee promptly any
Warrant or other document relating to ChaseMellon's duties hereunder that
ChaseMellon may receive after its appointment has so terminated. Sections 11,
12, and 14 of this Agreement shall survive any termination of this Agreement.
10) As agent for the Company hereunder ChaseMellon:
(a) shall have no duties or obligations other than those specifically
set forth herein or as may subsequently be agreed to in writing by
ChaseMellon and the Company;
(b) shall have no obligation to issue any shares of Additional Common
Stock unless the
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Company shall have provided a sufficient number of certificates for
such Additional Common Stock;
(c) shall be regarded as making no representations and having no
responsibilities as to the validity, sufficiency, value, or
genuineness of any Warrants surrendered to ChaseMellon hereunder or
shares of Additional Common Stock issued in exchange therefor, and
will not be required to or be responsible for and will make no
representations as to, the validity, sufficiency, value or genuineness
of the Subscription Offer;
(d) shall not be obligated to take any legal action hereunder; if,
however, ChaseMellon determines to take any legal action hereunder,
and where the taking of such action might, in its reasonable judgment,
subject or expose ChaseMellon to any expense or liability it shall not
be required to act unless ChaseMellon shall have been furnished with
an indemnity satisfactory to it;
(e) may rely on and shall be fully authorized and protected in acting
or failing to act upon any certificate, instrument, opinion, notice,
letter, telegram, telex, facsimile transmission or other document or
security delivered to ChaseMellon and reasonably believed by it to be
genuine and to have been signed by the proper party or parties;
(f) shall not be liable or responsible for any recital or statement
contained in the Prospectus or any other documents relating thereto;
(g) shall not be liable or responsible for any failure on the part of
the Company to comply with any of its covenants and obligations
relating to the Subscription Offer, including without limitation
obligations under applicable securities laws;
(h) may rely on and shall be fully authorized and protected in acting
or failing to act upon the written, telephonic or oral instructions
with respect to any matter relating to ChaseMellon acting as
Subscription Agent covered by this Agreement (or supplementing or
qualifying any such actions) of officers of the Company;
(i) may consult with counsel satisfactory to ChaseMellon, including
Guy Du Bose, Esq., general counsel of the Company, and the advice of
such counsel shall be full and complete authorization and protection
in respect of any action taken, suffered, or omitted by ChaseMellon
hereunder in good faith and in accordance with the advice of such
counsel;
(j) may perform any of ChaseMellon's duties hereunder either directly
or by or through agents or attorneys and ChaseMellon shall not be
liable or responsible for any misconduct or negligence on the part of
any agent or attorney appointed and supervise with reasonable care by
ChaseMellon hereunder; and
(k) are not authorized, and shall have no obligation, to pay any
brokers, dealers, or
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soliciting fees to any person.
11) In the event any question or dispute arises with respect to the
proper interpretation of the Subscription Offer or ChaseMellon's duties
hereunder or the rights of the Company or of any stockholders surrendering
Warrants pursuant to the Subscription Offer, ChaseMellon shall not be required
to act and shall not be held liable or responsible for its refusal to act until
the question or dispute has been judicially settled (and, if appropriate,
ChaseMellon may file a suit in interpleader or for a declaratory judgment for
such purpose) by final judgment rendered by a court of competent jurisdiction,
binding on all parties interested in the matter which is no longer subject to
review or appeal, or settled by a written document in form and substance
satisfactory to ChaseMellon and executed by the Company and each such
stockholder and party. In addition, ChaseMellon may require for such purpose,
but shall not be obligated to require, the execution of such written settlement
by all the stockholders and all other parties that may have an interest in the
settlement.
12) Any instructions given to ChaseMellon orally from the Company, as
permitted by any provision of this Agreement, shall be confirmed in writing by a
duly authorized representative of the Company as soon as practicable.
ChaseMellon shall not be liable or responsible and shall be fully authorized and
protected for acting, or failing to act, in accordance with any oral
instructions from the Company which do not conform with the written confirmation
received in accordance with this Section.
13) Whether or not any Warrants are surrendered to ChaseMellon, for
its services as Subscription Agent hereunder, the Company shall pay to
ChaseMellon compensation in accordance with the fee schedule attached as Exhibit
A hereto, together with reimbursement for out-of-pocket expenses, including
reasonable fees and disbursements of counsel.
14) The Company covenants to indemnify and hold ChaseMellon and its
officers, directors, employees, agents, contractors, subsidiaries and affiliates
harmless from and against any loss, liability, damage or expense (including
without limitation any loss, liability, damage or expense incurred for accepting
Warrants tendered without a signature guarantee and the fees and expenses of
counsel) incurred (a) without gross negligence or bad faith or (b) as a result
of ChaseMellon's acting or failing to act upon the Company's instructions,
arising out of or in connection with the Subscription Offer, this Agreement or
the administration of ChaseMellon's duties hereunder, including without
limitation the costs and expenses of defending and appealing against any action,
proceeding, suit or claim in the premises. ChaseMellon shall promptly notify the
Company of any action, proceeding, suit or claim by letter or telex or facsimile
transmission confirmed by letter. The Company shall be entitled to participate
at its own expense in the defense of any such action, proceeding, suit or claim.
Anything in this agreement to the contrary notwithstanding, in no event shall
ChaseMellon be liable for special, indirect or consequential loss or damages of
any kind whatsoever (including but not limited to lost profits), even if
ChaseMellon have been advised of the likelihood of such loss or damage and
regardless of the form of action. Any liability of ChaseMellon's will be limited
to the amount of fees paid by the Company hereunder.
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15) If any provision of this Agreement shall be held illegal, invalid,
or unenforceable by any court, this Agreement shall be construed and enforced as
if such provision had not been contained herein and shall be deemed an Agreement
among us to the full extent permitted by applicable law.
16) The Company represents and warrants that (a) it is duly
incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation, (b) the making and consummation of the
Subscription Offer and the execution, delivery and performance of all
transactions contemplated thereby (including without limitation this Agreement)
have been duly authorized by all necessary corporate action and will not result
in a breach of or constitute a default under the certificate of incorporation or
bylaws of the Company or any indenture, agreement or instrument to which it is a
party or is bound, (c) this Agreement has been duly executed and delivered by
the Company and constitutes the legal, valid, binding and enforceable obligation
of it, (d) the Subscription Offer will comply in all material respects with all
applicable requirements of law and (e) to the best of its knowledge, there is no
litigation pending or threatened as of the date hereof in connection with the
Subscription Offer.
17) In the event that any claim of inconsistency between this
Agreement and the terms of the Subscription Offer arise, as they may from time
to time be amended, the terms of the Subscription Offer shall control, except
with respect to the duties, liabilities and rights, including compensation and
indemnification of ChaseMellon as Subscription Agent, which shall be controlled
by the terms of this Agreement.
18) Set forth in Exhibit B hereto is a list of the names and specimen
signatures of the persons authorized to act for the Company under this
Agreement. The Secretary of the Company shall, from time to time, certify to
ChaseMellon the names and signatures of any other persons authorized to act for
the Company under this Agreement.
19) Except as expressly set forth elsewhere in this Agreement, all
notices, instructions and communications under this Agreement shall be in
writing, shall be effective upon receipt and shall be addressed, if to the
Company, to Westcorp, 00 Xxxxxxx, Xxxxxx, Xxxxxxxxxx 00000-0000, Attention: Xxxx
Xxxxx, or, if to the Subscription Agent, to ChaseMellon Shareholder Services
LLC, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Reorganization
Department, or to such other address as a party hereto shall notify the other
parties.
20) This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without giving effect to conflict of
laws rules or principles, and shall inure to the benefit of and be binding upon
the successors and assigns of the parties hereto; provided that this Agreement
may not be assigned by any party without the prior written consent of all other
parties.
21) No provision of this Agreement may be amended, modified or waived,
except in a written document signed by both parties.
Please acknowledge receipt of this letter and confirm ChaseMellon's
agreement concerning
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ChaseMellon's appointment as Subscription Agent and Transfer Agent, and the
arrangements herein provided, by signing and returning the enclosed copy hereof,
whereupon this Agreement and ChaseMellon's acceptance of the terms and
conditions herein provided shall constitute a binding Agreement between the
parties hereto.
Very truly yours,
WESTCORP
By:
-------------------------------------
Name:
Title:
Accepted as of the date first written above:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.,
AS SUBSCRIPTION AGENT AND TRANSFER AGENT
By:
-------------------------------------
Name:
Title:
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EXHIBIT "1"
The Registration Statement shall be incorporated herein.
EXHIBIT "2"
The Letter of Instruction shall be incorporated herein.
EXHIBIT "3"
The Notice of Guaranteed Delivery shall be incorporated herein.
EXHIBIT "4"
The Form of Warrant shall be incorporated herein.
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EXHIBIT "A"
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
Schedule of Fees as Subscription Agent
For Westcorp
I. Set Up and Administrative Fee $
II. Processing Basic subscriptions, each $
III. Transferring warrants, subscription certificates,
split-ups, reissuing new certificates, round-ups, each $
IV. Issuing subscription certificates to record date
holders, each, and follow-up mailings $
V. Processing oversubscriptions, including proration and
refunds, each $
VI. Sale of Rights for holders, each $
VII. Subscriptions requiring additional handling (window
items, defective presentations, correspondence items,
legal items, and items not providing a taxpayer
identification number), each $
VIII. Processing Guarantee of Delivery items, each $
IX. Handling Soliciting Dealer payments, By Appraisal
X. Special Services By Appraisal
XI. Out-of-pocket Expenses (including but not limited to Additional
postage, stationery, telephones, overnight couriers,
messengers, overtime, dinners, transportation,
shipping and trucking)
A minimum aggregate fee of $ shall apply, inclusive of fees above which
are paid on a utilization basis.
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EXHIBIT "B"
[Letterhead of Westcorp]
Name Position Specimen Signatures
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