AGREEMENT
FOR PROVISION OF SERVICES
THIS AGREEMENT FOR THE PROVISION OF SERVICES (the
"Agreement") is entered into effective January 1, 1999, between MAFCO HOLDINGS
INC., a Delaware corporation ("Mafco") and GOLDEN STATE BANCORP INC. ("GSB"), a
Delaware corporation, in reference to the following facts and understandings:
RECITALS
WHEREAS, GSB and its subsidiaries have and continue to benefit
from certain services which have been and continue to be provided by Mafco for
the benefit of GSB and its subsidiaries;
WHEREAS, GSB desires to compensate Mafco for such services in a
manner that is fair and equitable to both GSB and Mafco and to formally
document such arrangements;
NOW THEREFORE, in consideration of the foregoing, and of their
mutual covenants herein, and intending to be legally bound thereby, the parties
agree as follows:
AGREEMENT
1. Services. Mafco shall, upon the request of GSB, provide GSB with such
services as may be agreed between the parties in the manner set forth in
Exhibit 1 to this Agreement. All services between the parties that are not the
subject of other separate written agreements between the parties shall be
governed by the terms and conditions of this Agreement.
2. Compensation. In consideration of the services provided pursuant to
this Agreement, GSB shall pay Mafco a periodic fee in the sum of $125,000 per
month during the term of this Agreement payable on the first day of each month
during the Term.
3. Independent Contractor. Mafco is, and shall be, considered for all
purposes to be an independent contractor of GSB. Mafco recognizes and agrees
that as an independent contractor, it, its employees, agents and
representatives shall not be eligible to participate in any of GSB's employee
benefits or similar programs, and the exclusive consideration payable by GSB to
Mafco for the provision of services hereunder shall be as set forth in Section
2 of this Agreement.
Mafco shall select its own employees, agents and representatives to
provide services to GSB pursuant to this Agreement who shall be and act under
the exclusive supervision and control of Mafco and who shall not be, or deemed
for any purpose to be, employees or agents
of GSB. Mafco is solely and exclusively responsible for determining and
adhering to the terms and conditions of hiring, employment or engagement of
itself, and its employees, agents and representatives, including hours of work,
rates and payment of compensation and benefits, and the payment, reporting,
collection, withholding and deduction of all federal, state and local taxes.
4. Powers of Attorney. Each party agrees to designate one or more of the
employees, officers, or representatives of another party as its agent-in-fact
under a limited power of attorney, in a form agreeable to both parties and
their legal counsel, as may be necessary or appropriate from time to time to
facilitate the performance of the services provided under this Agreement.
5. Indemnification. Each party agrees to indemnify and defend the other
party against, and hold it harmless from, any and all losses, costs (including
reasonable attorney fees), liabilities, damages, claims and causes of actions
resulting from the indemnifying party's negligence or willful misconduct and/or
resulting from the indemnifying party's breach or default under this Agreement.
6. Term of Agreement. This Agreement shall be effective for one year
from the date hereof.
7. Notices. All notices, requests, demands, payments or other
communications under this Agreement shall be in writing and shall be deemed to
have been given upon delivery to a party's designated representative.
8. Confidentiality. All information disclosed by one party to another
party under the terms of this Agreement, except such information as may be
generally available to the public, is and will be kept confidential unless its
disclosure is required by law or is required to be submitted to the regulatory
supervisor(s) of the affected party.
9. Breach. Upon the breach of any obligation under this Agreement by
either party, the aggrieved party shall give to the breaching party prompt
written notice of such breach, which notice shall specify the exact nature of
the breach. If this Agreement is terminated, the right of the aggrieved party
to any damages for such breach shall not be prejudiced.
10. Compliance with Laws, Regulations, Policies and Procedures. The
services provided by Mafco to GSB shall comply with all applicable laws and
regulations, and, except as may be otherwise specifically agreed by the
parties, shall conform to all of the internal policies and procedures of Mafco
and GSB that are applicable to such services.
11. Integration; Amendments. This Agreement, including its attached
exhibits, contains the entire agreement among the parties with respect to its
subject matter, and supersedes all prior oral or written agreements,
understandings, representation and
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communications. No amendments can be made to this Agreement except by a writing
signed by both of the parties.
12. Severability. The invalidity or unenforceability of any provision of
this Agreement shall not affect the other provisions hereof, and this Agreement
shall be construed in all respects as if such invalid or unenforceable
provisions were omitted.
13. Termination. Either party may terminate this Agreement upon at least
30 days prior written notice given to the other party.
14. Choice of Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
15. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be an original but all of which shall
constitute one and the same instrument, and any party may execute this
Agreement by signing any such counterpart.
IN WITNESS WHEREOF, the parties have executed this Agreement
effective on the date first above written by their duly authorized officers.
MAFCO HOLDINGS INC. GOLDEN STATE BANCORP INC.
a Delaware corporation a Delaware corporation
By: By: /s/ Xxxx X. Xxxxxxxx
------------------------- -------------------------
Xxxx X. Xxxxxxxx
Senior Vice President
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EXHIBIT 1
Schedule of Services Provided by Mafco to GSB
1. Services provided in support of Chairman and CEO of GSB.
Office facilities, secretarial support, and office services at Mafco's
offices located at 00 X. 00xx Xx., Xxx Xxxx, Xxx Xxxx. Transportation for
Chairman and CEO in the New York metropolitan area.
2. Services provided in support of other GSB executives.
Office facilities provided to an executive of GSB located at 000 Xxxxxxx
Xxx., Xxx Xxxx, Xxx Xxxx. Office facilities, secretarial services and
office support located in Washington, D.C. (particularly in support of
certain litigation).
3. Insurance related services.
Consulting services regarding corporate insurance matters, including
assistance in soliciting and negotiating insurance coverage agreements.
4. Legal services.
Legal support and consultation on general corporate, securities,
litigation, tax and environmental matters.
5. Security matters.
Consultation on security and ethics matters involving GSB and its
customers.
6. Public relations.
Consultation and services in support of public relations and investor
relations functions.
7. Legislative services.
Legislative and governmental relations support through Mafco's E. 62nd
Street, New York and Washington, D.C. offices.
8. Airline and other travel services.
Provide cost savings through use of airline, hotel and auto rental
discounts negotiated by and available to Mafco.
