EXHIBIT 99.2
[LOGO OF AMERICAN STOCK
TRANSFER & TRUST COMPANY]
Laboratory Corporation of America Holdings
358 South Main Street
Burlington, North Carolina 27215
To Whom it May Concern:
This letter of agreement sets forth the terms and conditions by
which American Stock Transfer & Trust Company ("we", "our", "us") shall
provide to Laboratory Corporation of America Holdings ("you", "your") our
information agent services (the "services").
Services
(i) Counseling you concerning the operational elements of
organization and timing of the offering.
(ii) Assisting in the coordination of printing activities.
(iii) Determining the material requirements.
(iv) Facilitating the distribution of materials to the registered
and beneficial owners of Laboratory Corporation of America
Holdings' common stock.
(v) Building a file of eligible participants, including
registered holders and beneficial holders identified through
our research.
(vi) Establishing a toll-free telephone number for incoming calls.
(vii) Managing the calling campaign. calls are included in
our fee.
(viii) Status reporting to management.
(ix) Payment of all broker forwarding invoices, subject to
collection from you of monies for this purpose.
Fee for Services
The fee for managing this program is plus all
out-of-pocket expenses incurred by us, including, without limitation,
telephone and postage costs. Such management 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 letter of agreement and
expire days from the expiration of the offering or , 1997,
whichever is sooner.
Responsibility
You shall indemnify and hold us, our directors, officers,
employees and agents harmless from and against any and all claims,
liabilities, losses, damages and/or expenses, including reasonable attorneys'
fees, which shall be incurred or sustained in connection with the performance
of the services referenced above, except to the extent caused directly by our
negligence or willful misconduct. This indemnification obligation shall
survive the termination of this letter of agreement.
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 conflicts
of law principles.
If any provision of this agreement shall be held illegal,
invalid or unenforceable by any court, this agreement shall be construed and
enforced as if that provision had not been contained herein and shall be
deemed an agreement with you to the full extent permitted by applicable 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 and
subsequently confirm in writing.
This agreement represents the entire understanding of the
parties with respect to the subject matter hereof, supersedes 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 to require performance at any time thereafter.
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,
AMERICAN STOCK TRANSFER
& TRUST COMPANY
By:____________________________________
Title:
Date:
ACCEPTED
LABORATORY CORPORATION OF
AMERICA HOLDINGS
By:______________________________