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
EXHIBIT 99.2 FORM OF INFORMATION AGENT AGREEMENT BETWEEN WESTCORP AND MELLON INVESTOR SERVICES LLCWestcorp /Ca/ • January 22nd, 2002 • 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
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
