EXHIBIT 99.2
FORM OF INFORMATION AGENT AGREEMENT
BETWEEN WESTCORP AND MELLON INVESTOR SERVICES LLC
[MELLON LOGO TO COME] Mellon
Mellon Investor Services
A Mellon Financial Company(SM)
January 22, 2002
Westcorp
00 Xxxxxxx Xxxx
Xxxxxx, XX 00000
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
reasonable out-of-pocket expense incurred by us, including, without limitation,
documentation preparation, telephone, bank/broker listings, and postage costs.
Such fees shall be payable upon the execution of this agreement. Invoices for
out-of-pocket expenses shall be rendered monthly as incurred and shall be
payable upon receipt. Our services shall commence upon receipt of a signed copy
of this contract and expire thirty days from the expiration of the offer.
RESPONSIBILITY
You shall indemnify and hold us, our directors, officers, employees, agents
harmless from and against any and all claims, liabilities, losses, damages
and/or expenses, including reasonable attorneys' fees, which any of them shall
or may incur or sustain in connection with the performance of the services or
this agreement, except to the extent caused directly by our gross negligence or
willful misconduct. This indemnification obligation shall survive the
termination of this Agreement.
Any liability to you we may incur in connection with our provision of
services hereunder (including any additional services mutually agreed to by you
and us) shall be limited to and not exceed the fees actually paid to us for the
provision of the services described above. Anything in this agreement to the
contrary notwithstanding, in no event shall we be liable for special, indirect
or consequential loss or damage of any kind whatsoever, even if we have been
advised of the likelihood of such loss or damage and regardless of the form of
action, except to the extent caused by our willful misconduct or gross
negligence.
MISCELLANEOUS
This agreement shall be made in, governed by, and construed in accordance
with the laws of the State of New York, without regard to principles of
conflicts of law.
All information shall be sent to your address as above written or such
other address as you may advise us in writing, or orally confirmed in writing.
This agreement represents the entire understanding of the parties with
respect to the subject matter hereof, superseded any and all prior
understandings, oral or written, relating hereto and may not be changed orally.
Any waiver or change of any of the provisions hereof must be in writing and
signed by the parties hereto. The failure of either party hereto at any time to
require performance by the other party of any provision hereof shall not affect
the right of such party to require performance at any time thereafter.
2
If the foregoing terms and conditions are acceptable to you, please sign
and return to us the counterpart of this letter of agreement.
Very truly yours,
MELLON INVESTOR SERVICES LLC
By:
--------------------------------------
Title:
--------------------------------------
Date:
--------------------------------------
ACCEPTED
WESTCORP
By:
----------------------------------------------------
Title:
--------------------------------------------------
Date:
--------------------------------------------------
3
WESTCORP
FEE SCHEDULE
Information Agent Fee....................................... $7,500
Outgoing Calls--Optional (Calls to Banks, Brokers and
Nominees included in base fee).............................. $5.00 Per Call
Inbound Calls............................................... $3.50 Per Call
4
