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
WESTCORP COMMON STOCKUnderwriting Agreement • June 27th, 2003 • Westcorp /Ca/ • Savings institution, federally chartered • New York
WESTCORP COMMON STOCKWestcorp /Ca/ • November 17th, 2003 • Savings institution, federally chartered • New York
EXHIBIT 10.10.1 AMENDED AND RESTATED TAX SHARING AGREEMENT This 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...Tax Sharing Agreement • March 26th, 2003 • 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 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
PREAMBLECredit Agreement • March 26th, 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
AMENDED REVOLVING LINE OF CREDIT AGREEMENTCredit Agreement • March 26th, 2003 • Westcorp /Ca/ • Savings institution, federally chartered
PREAMBLELine of Credit Agreement • November 5th, 2003 • Westcorp /Ca/ • Savings institution, federally chartered
FIRST AMENDMENT TO THE MASTER TAX SHARING AGREEMENTSharing Agreement • March 14th, 2005 • Westcorp /Ca/ • Savings institution, federally chartered
1 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 85 Challenger Road Ridgefield Park, New Jersey 07660...Westcorp /Ca/ • May 5th, 2000 • Savings institution, federally chartered • New York
RECITALSReferral Agreement • March 26th, 2003 • Westcorp /Ca/ • Savings institution, federally chartered • California
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
Exhibit 99.1 FORM OF SUBSCRIPTION AGENT AGREEMENT BETWEEN WESTCORP AND MELLON INVESTOR SERVICES LLC [LETTERHEAD OF WESTCORP] March __, 2001 Mellon Investor Services LLC 85 Challenger Rd. Ridgefield Park, NJ 07660 Attn: Reorganization Department...Westcorp /Ca/ • March 2nd, 2001 • Savings institution, federally chartered • New York
FIRST AMENDMENT TO THE INTEREST RATE SWAP GUARANTEE AGREEMENTGuarantee Agreement • November 5th, 2003 • Westcorp /Ca/ • Savings institution, federally chartered
PREAMBLERevolving Line of Credit Agreement • March 26th, 2002 • Westcorp /Ca/ • Savings institution, federally chartered
RECITALSCredit Agreement • March 26th, 2003 • Westcorp /Ca/ • Savings institution, federally chartered
FIRST AMENDMENT TO THECredit Agreement • March 26th, 2003 • 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
WESTCORP SUBSCRIPTION WARRANT FOR RIGHTS OFFERING FOR HOLDERS OF RECORD ON FEBRUARY 9, 2002Westcorp /Ca/ • January 22nd, 2002 • 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 THETerm Investment Agreement • March 26th, 2003 • Westcorp /Ca/ • Savings institution, federally chartered
RECITALSMaster Allocation Agreement • March 14th, 2005 • Westcorp /Ca/ • Savings institution, federally chartered • California
RECITALSCredit Agreement • March 26th, 2002 • Westcorp /Ca/ • Savings institution, federally chartered
EXHIBIT 10.16 WESTCORP ESOP AND SALARY SAVINGS PLAN PARTICIPATION AGREEMENT THIS AGREEMENT, among Westcorp, a California corporation, (hereinafter referred to as the "the Plan Sponsor"), and the following subsidiaries: WESTERN FINANCIAL ASSOCIATE...Savings Plan • 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...Master Tax Sharing Agreement • March 14th, 2005 • Westcorp /Ca/ • Savings institution, federally chartered • California
RECITALSInterest Rate Swap Guarantee Agreement • November 5th, 2003 • Westcorp /Ca/ • Savings institution, federally chartered • California
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
WESTCORP SUBSCRIPTION WARRANT FOR RIGHTS OFFERING FOR HOLDERS OF RECORD ON MAY 25, 2000Westcorp /Ca/ • May 5th, 2000 • Savings institution, federally chartered
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
RECITALSLogo License Agreement • November 5th, 2003 • 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
RECITALSSecurity Agreement • March 26th, 2003 • Westcorp /Ca/ • Savings institution, federally chartered
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
