WESTCORP /CA/
EXHIBIT 10.32
<DOCUMENT>
<TYPE>EX-10.32
<SEQUENCE>27
<FILENAME>a88052exv10w32.txt
<DESCRIPTION>EXHIBIT 10.32
<TEXT>
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                                                                   EXHIBIT 10.32

                            TRAVEL SERVICES AGREEMENT

        This TRAVEL SERVICES AGREEMENT ("Agreement") is made as of this _____
day of August, 2002, by and between Westran Services Corp., a California
corporation ("Westran") and Westcorp, a California corporation ("Westcorp"),
Western Financial Bank, a federally chartered savings bank (the "Bank"), WFS
Financial Inc, a California corporation ("WFS"), and WestFin Insurance Agency,
Inc. ("WFIA"), a California company ("Companies" or in the singular "Company").

                                    RECITALS

        A.      Whereas, Westran, Westcorp, WFS, the Bank and WFIA have
previously entered into a Travel Services Agreement, dated as of January 1,
1996, as subsequently amended (the "Original Agreement");

        B.      Whereas, in accordance with Section 8.1 of the Original
Agreement, the Companies desire to supercede the Original Agreement, in whole,
and replace it with this Agreement;

        C.      Whereas, the Companies desire to retroactively apply this
Agreement as of February 27, 2002;

        D.      Whereas, Westcorp is the sole shareholder of Westran, having
formed Westran as a wholly-owned subsidiary for the purpose of providing travel
services;

        E.      Whereas, Westcorp is the sole shareholder of the Bank, which in
turn is the majority shareholder of WFS and WFIA;

        F.      Whereas, the Companies desire to obtain travel services from
Westran on a nonexclusive basis;

        G.      Whereas, Westran is willing to provide such travel services, on
the terms and conditions described below; and

        H.      Whereas, Westran and the Companies desire to set forth the terms
of their relationship in order to ensure that, in accordance with Office of
Thrift Supervision ("OTS") regulations, Westran functions as and remains a
corporate entity separate and apart from the Companies and to ensure that
Westran and the Companies meet the requirements of Sections 23A and 23B of the
Federal Reserve Act, as implemented by OTS Regulations 563.41 and 563.42
(Transactions with Affiliates).

                                    AGREEMENT

        Now therefore, in consideration of the mutual promises set forth herein,
and in reliance upon the recitals set forth above, the parties agree as follows:

        1.      Westran will provide non-exclusive travel related services for
the Companies, including but not limited to arranging for commercial, corporate
(Part 91 Federal Aviation Regulations ("FAR")), or charter (Part 135 FAR) air
transportation, ground transportation, and lodging.



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        2.      Services

                2.1 Corporate Aircraft Services. Westran has a corporate
aircraft available for use. If an employee of Company wishes to use the
corporate aircraft, employee completes a Westran Corporate Aircraft Request form
("CAR"), and obtains approval from Ernest Rady, or Thomas Wolfe, or Lee
Whatcott, in accordance with the policy established by Companies. The CAR is
submitted to the Westran Travel Coordinator who schedules the trip. Travel
Coordinator will advise requester of the prevailing rate prior to finalizing any
booking.

                2.2 Charter Aircraft Services. Westran has its corporate
aircraft available for charter through its lessee, Elite Aviation. Pursuant to
its agreement with Elite Aviation, Westran reserves the right to override a
charter arranged by Elite Aviation to a non-related entity; however, as much
advance notice as possible is requested in order to minimize scheduling
conflicts. Additionally, Company use may be booked as a charter in certain
instances, such as when Elite Aviation charter is overridden by Company use.

                2.3 Commercial Air Travel. Westran will coordinate and arrange
commercial air travel for employees of Companies consistent with the policies of
requesting Company. Employees submit to the Westran Travel Coordinator a
completed Commercial Travel Request form ("CTR"), approved in accordance with
travel policies establish by the Companies.

                2.4 Ancillary Travel Services. Ancillary travel services,
including lodging and ground transportation, may be arranged through Westran in
conjunction with scheduled charter or commercial air travel.

                2.5 Administrative Service. Westran will provide administrative
services necessary to accomplish travel coordination and planning. Such services
include, but are not limited to, the time of the Travel Coordinator and
materials and supplies.

        3.      Time and Method of Payment.

                3.1 Corporate air travel services will be billed by Westran at
the prevailing charter rate established with Elite Aviation. The current rate is
$1,850.00 per hour, and is the rate charged by Elite Aviation to non-related
third parties. This rate is subject to change without notice to Companies.

                3.2 Commercial air travel and ancillary travel services shall be
direct billed to the using Company at actual cost.

                3.3 Companies acknowledge that Westran incurs administrative
costs in coordinating travel for Companies and Companies agree to reimburse
Westran for these administrative costs. Westran shall estimate the time spent by
the Travel Coordinator for each Company in performing travel related services
and the costs of material and supplies and will bill the Companies accordingly.
The charges for administrative service are and will be consistent with costs
incurred by Companies when Companies perform these functions internally. Westran
hereby agrees to pass on to the Companies in the same ratio as the Companies use
travel services, any revenue received by Westran as a result of the revenue
sharing provisions of its agreement with an outside travel management company.

        Costs shall be billed by Westran and shall be payable by the Companies
within thirty (30) days of receipt of invoice from Westran. Westcorp's
Accounting Department under the



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direction of the Controller, shall administer the reimbursement and reflect the
reimbursement on the separate books and records of Westran and the Companies,
respectively.

        4.      Term.

                4.1 This Agreement shall commence as of the date stated above
and shall continue until terminated by the parties.

                4.2 This Agreement may be terminated by either party without
cause upon five (5) days prior written notice and may be terminated immediately
for breach of any covenant, obligation, or duty herein contained or for
violation of law, ordinance, statute, rule or regulation (collectively referred
to as "law") governing the conduct of either party hereto.

                4.3 Termination shall not affect the obligations of the parties
with respect to any event occurring before termination. Westran shall be bound
by and responsible for any transaction or expense properly agreed to or incurred
by Companies in connection with services performed hereunder but not settled,
paid or reimbursed prior to the date of any such termination. Upon termination
of this Agreement, the fee referred to above will be prorated, but the due date
thereof shall not be changed.

        5.      Representations and Warranties of Westran. Westran represents
and warrants to and for the benefit of Companies as follows:

                5.1 Corporate Existence and Qualifications. Westran is a
corporation duly organized, validly existing and in good standing under the laws
of the State of California, with full corporate power to own its properties and
to carry on its business as now owned and operated by Westran.

                5.2 Licenses: Compliance with Laws. Westran has all licenses,
franchises, permits and authorizations necessary for the lawful conduct by
Westran of its business. Westran has not violated, and is not in violation of,
any such licenses, franchises, permits or authorizations or any applicable
statutes, laws, ordinances, rules or regulations of any federal, state, or local
governmental bodies, agencies or subdivisions having, asserting or claiming
jurisdiction over it or over any part of its operations.

        6.      Covenants regarding Corporate Existence.

                6.1 Preservation of Corporate Existence and Qualifications.
Westran will keep in full effect its existence, rights and franchises as a
corporation under the laws of the State of California and will obtain and
preserve its qualifications to carry on business as a foreign corporation in
each jurisdiction in which such qualification is or shall be necessary.

                6.2 Observation of Corporate Formalities. Westran shall at all
times observe the applicable legal requirements for the recognition of Westran
as a corporate entity separate and apart from Companies, including without
limitation the following:

                        (i) Westran shall maintain corporate records and books
of account separate from those of Companies;

                        (ii) Westran shall not at any time commingle its funds
with those of Companies;



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                        (iii) Westran shall hold meetings of its Board of
Directors as appropriate to authorize its corporate actions;

                        (iv) Westran shall hold meetings of its shareholder as
appropriate and as required by the California Corporations Code to authorize its
corporate actions;

                        (v) Westran shall file all reports required by the
California Secretary of State, including the yearly Statement By Domestic Stock
Corporation, in a timely manner; and

                        (vi) Westran shall ensure that its yearly franchise
taxes are paid in a timely manner so as to maintain its corporate existence
uninterrupted.

                6.3 Advertising. Westran will at all times hold itself out to
the public as an entity separate from Companies and its advertising and
marketing shall reflect such separate corporate existence.

                6.4 OTS Regulations. Westran shall comply with all applicable
OTS regulations, including 12 C.F.R. Section 563.41 and Section 563.42. If
required by 12 C.F.R. Section 563.37(b), any instrument evidencing borrowing by
Westran shall indicate that Companies are in no way responsible for any such
debt.

        7. Liability; Consultation with Counsel. Companies shall assume no
responsibility or liability with respect to the business or affairs of Westran,
other than to provide the management and administrative services and facilities
required hereunder. Westran shall indemnify, defend and hold harmless Companies
against and in respect of any and all claims, demands, losses, costs, expenses,
obligations, liabilities, damages, recoveries and deficiencies (collectively the
"Claims"), including without limitation interest penalties and attorney's fees,
that Companies shall incur or suffer, which arise, result from or relate to (i)
conduct by Westran of its business and operations and (ii) breach by Westran of
its obligations pursuant to this Agreement. Notwithstanding anything contained
herein to the contrary, Westran's obligations pursuant to this section shall not
be applicable to Claims arising directly from Companies's bad faith, gross
negligence or willful misconduct. This Agreement shall create no right, benefit
or privilege in favor of any person not a party hereto, and no person not a
party hereto shall have any recourse against Companies for any advice, service
or facility provided or omitted by Companies pursuant to this Agreement.
Companies may consult with legal counsel (who may also be counsel to Westran)
concerning any questions that may arise with respect to its duties and
obligations hereunder, and it shall be fully protected in respect of any action
taken or omitted by it hereunder in good faith reliance on any opinion of such
counsel with respect to any such duty or obligation.

        8.      General.

                8.1 This Agreement may be modified, amended or superseded in
whole or in part, at any time, by a writing executed by the parties hereto.

                8.2 This Agreement shall be governed by the laws of California,
except to the extent any such laws are superseded by federal law or regulation.

                8.3 This Agreement may be executed in counterparts, all of
which, taken together shall constitute one agreement.



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                8.4 Neither party shall assign this Agreement without the prior
written consent of the other party, which consent shall not unreasonably be
withheld.

Wherefore, the undersigned have executed this Agreement on the date set forth
below to be effective as of the date first set forth above.


WESTRAN SERVICES CORP.


By:                                             Date: August ____, 2002
   -----------------------------------
   Shelley M. Chase


WESTCORP


By:                                             Date: August ____, 2002
   -----------------------------------
   Lee Whatcott


WESTERN FINANCIAL BANK


By:                                             Date: August ____, 2002
   -----------------------------------
   James E. Tecca


WESTERN FINANCIAL INC


By:                                             Date: August ____, 2002
   -----------------------------------
   Thomas A. Wolfe


WESTFIN INSURANCE AGENCY, INC.


By:                                             Date: August ____, 2002
   -----------------------------------
   Mark Olson



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