<PAGE>
                                                                    Exhibit 10.5


                                    WESTCORP


                            EXECUTIVE DEFERRAL PLAN V


                                     (EDP V)


                           EFFECTIVE SEPTEMBER 1, 2000
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                 PAGE
<S>                                                                                                              <C>
PURPOSE             1

ARTICLE 1           DEFINITIONS....................................................................................1


ARTICLE 2           SELECTION, ENROLLMENT, ELIGIBILITY.............................................................7

           2.1      SELECTION BY COMMITTEE.........................................................................7
           2.2      ENROLLMENT REQUIREMENTS........................................................................7
           2.3      ELIGIBILITY; COMMENCEMENT OF PARTICIPATION.....................................................7
           2.4      TERMINATION OF PARTICIPATION AND/OR DEFERRALS..................................................8

ARTICLE 3           DEFERRAL COMMITMENTS/COMPANY MATCHING/CREDITING TAXES..........................................8

           3.1      MINIMUM AND MAXIMUM DEFERRALS..................................................................8
           3.2      ELECTION TO DEFER; EFFECT OF ELECTION FORM.....................................................8
           3.3      WITHHOLDING OF ANNUAL DEFERRAL AMOUNTS.........................................................9
           3.4      ANNUAL COMPANY CONTRIBUTION AMOUNT.............................................................9
           3.5      ANNUAL PERFORMANCE BASED MATCHING  AMOUNT......................................................9
           3.6       ANNUAL SALARY SAVINGS PLAN RESTORATION MATCHING AMOUNT........................................9
           3.7      ROLLOVER AMOUNT...............................................................................10
           3.8       INVESTMENT OF TRUST ASSETS...................................................................10
           3.9      VESTING.......................................................................................10
           3.10     CREDITING/DEBITING OF ACCOUNT BALANCES........................................................11
           3.11     FICA AND OTHER TAXES..........................................................................13

ARTICLE 4           SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES; WITHDRAWAL ELECTION...................14

           4.1      SHORT-TERM PAYOUT.............................................................................14
           4.2      OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM................................................14
           4.3      WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES.........................14
           4.4      WITHDRAWAL ELECTION...........................................................................14

ARTICLE 5           RETIREMENT BENEFIT............................................................................15

           5.1      RETIREMENT BENEFIT............................................................................15
           5.2      PAYMENT OF RETIREMENT BENEFIT.................................................................15
           5.3      DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFIT...............................................15

ARTICLE 6           PRE-RETIREMENT SURVIVOR BENEFIT...............................................................16

           6.1      PRE-RETIREMENT SURVIVOR BENEFIT...............................................................16
           6.2      PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFIT....................................................16

ARTICLE 7           TERMINATION BENEFIT...........................................................................16

           7.1      TERMINATION BENEFIT...........................................................................16
           7.2      PAYMENT OF TERMINATION BENEFIT................................................................16
</TABLE>


                                       -i-
<PAGE>
<TABLE>
<CAPTION>
                                                                                                                 PAGE
<S>                                                                                                              <C>
ARTICLE 8           DISABILITY WAIVER AND BENEFIT.................................................................17

           8.1      DISABILITY WAIVER.............................................................................17
           8.2      CONTINUED ELIGIBILITY; DISABILITY BENEFIT.....................................................17

ARTICLE 9           BENEFICIARY DESIGNATION.......................................................................17

           9.1      BENEFICIARY...................................................................................17
           9.2      BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT..............................................18
           9.3      ACKNOWLEDGEMENT...............................................................................18
           9.4      NO BENEFICIARY DESIGNATION....................................................................18
           9.5      DOUBT AS TO BENEFICIARY.......................................................................18
           9.6      DISCHARGE OF OBLIGATIONS......................................................................18

ARTICLE 10          LEAVE OF ABSENCE..............................................................................18

           10.1     PAID LEAVE OF ABSENCE.........................................................................18
           10.2     UNPAID LEAVE OF ABSENCE.......................................................................18

ARTICLE 11          TERMINATION, AMENDMENT OR MODIFICATION........................................................19

           11.1     TERMINATION...................................................................................19
           11.2     AMENDMENT.....................................................................................19
           11.3     PLAN AGREEMENT................................................................................20
           11.4     EFFECT OF PAYMENT.............................................................................20

ARTICLE 12          ADMINISTRATION................................................................................20

           12.1     COMMITTEE DUTIES..............................................................................20
           12.2     ADMINISTRATION UPON CHANGE IN CONTROL.........................................................20
           12.3     AGENTS........................................................................................21
           12.4     BINDING EFFECT OF DECISIONS...................................................................21
           12.5     INDEMNITY OF COMMITTEE........................................................................21
           12.6     EMPLOYER INFORMATION..........................................................................21

ARTICLE 13          OTHER BENEFITS AND AGREEMENTS.................................................................21

           13.1     COORDINATION WITH OTHER BENEFITS..............................................................21

ARTICLE 14          CLAIMS PROCEDURES.............................................................................21

           14.1     PRESENTATION OF CLAIM.........................................................................21
           14.2     NOTIFICATION OF DECISION......................................................................22
           14.3     REVIEW OF A DENIED CLAIM......................................................................22
           14.4     DECISION ON REVIEW............................................................................22
           14.5     LEGAL ACTION..................................................................................23

ARTICLE 15          TRUST.........................................................................................23

           15.1     ESTABLISHMENT OF THE TRUST....................................................................23
           15.2     INTERRELATIONSHIP OF THE PLAN AND THE TRUST...................................................23
           15.3     DISTRIBUTIONS FROM THE TRUST..................................................................23
</TABLE>


                                      -ii-
<PAGE>
<TABLE>
<CAPTION>
                                                                                                                 PAGE
<S>                                                                                                              <C>
ARTICLE 16          MISCELLANEOUS.................................................................................23

           16.1     STATUS OF PLAN................................................................................23
           16.2     UNSECURED GENERAL CREDITOR....................................................................23
           16.3     EMPLOYER'S LIABILITY..........................................................................24
           16.4     NONASSIGNABILITY..............................................................................24
           16.5     NOT A CONTRACT OF EMPLOYMENT..................................................................24
           16.6     FURNISHING INFORMATION........................................................................24
           16.7     TERMS.........................................................................................24
           16.8     CAPTIONS......................................................................................24
           16.9     GOVERNING LAW.................................................................................24
           16.10    NOTICE........................................................................................24
           16.11    SUCCESSORS....................................................................................25
           16.12    SPOUSE'S INTEREST.............................................................................25
           16.13    VALIDITY......................................................................................25
           16.14    INCOMPETENT...................................................................................25
           16.15    COURT ORDER...................................................................................25
           16.16    DISTRIBUTION IN THE EVENT OF TAXATION.........................................................25
           16.17    INSURANCE.....................................................................................26
           16.18    LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL..........................................26
</TABLE>


                                     -iii-
<PAGE>
                                    WESTCORP
                            EXECUTIVE DEFERRAL PLAN V
                                     (EDP V)

                           Effective September 1, 2000


                                     PURPOSE

         The purpose of this Plan is to provide specified benefits to a select
group of management or highly compensated Employees who contribute materially to
the continued growth, development and future business success of WESTCORP, a
California corporation, and its subsidiaries, if any, that sponsor this Plan.
This Plan shall be unfunded for tax purposes and for purposes of Title I of
ERISA.

                                    ARTICLE 1
                                   DEFINITIONS

         For purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:

1.1      "Account Balance" shall mean, with respect to a Participant, a credit
         on the records of the Employer equal to the sum of (i) the Deferral
         Account balance, (ii) the vested Performance Based Matching Account
         balance, (iii) the vested Company Contribution Account Balance, (iv)
         the vested Salary Savings Plan Restoration Matching Account balance and
         (v) the Rollover Account. The Account Balance, and each other specified
         account balance, shall be a bookkeeping entry only and shall be
         utilized solely as a device for the measurement and determination of
         the amounts to be paid to a Participant, or his or her designated
         Beneficiary, pursuant to this Plan.

1.2      "Annual Base Salary" shall mean the annual cash compensation relating
         to services performed during any calendar year, whether or not paid in
         such calendar year or included on the Federal Income Tax Form W-2 for
         such calendar year, excluding bonuses, commissions, overtime, fringe
         benefits, stock options, relocation expenses, long-term incentive
         payments, non-monetary awards, directors fees and other fees,
         automobile and other allowances paid to a Participant for employment
         services rendered (whether or not such allowances are included in the
         Employee's gross income). Annual Base Salary shall be calculated before
         reduction for compensation voluntarily deferred or contributed by the
         Participant pursuant to all qualified or non-qualified plans of the
         Employer and shall be calculated to include amounts not otherwise
         included in the Participant's gross income under Code Sections 125,
         402(e)(3), 402(h), or 403(b) pursuant to plans established by the
         Employer; provided, however, that all such amounts will be included in
         compensation only to the extent that, had there been no such plan, the
         amount would have been payable in cash to the Employee.

1.3      "Bonus" shall mean any compensation, in addition to Annual Base Salary
         relating to services performed during any calendar year, whether or not
         paid in such calendar year or included on the Federal Income Tax Form
         W-2 for such calendar year, payable to a


                                       1
<PAGE>
         Participant as an Employee as commissions or under any Employer's
         annual bonus and cash incentive plans, excluding stock options and
         restricted stock.

1.4      "Annual Company Contribution Amount" shall mean, for any one Plan Year,
         the amount determined in accordance with Section 3.4

1.5      "Annual Deferral Amount" shall mean that portion of a Participant's
         Annual Base Salary, Bonus and Annual Long Term Incentive that a
         Participant elects to have deferred, and is deferred, in accordance
         with Article 3, for any one Plan Year. In the event of a Participant's
         Retirement, Disability (if deferrals cease in accordance with Section
         8.1), death or a Termination of Employment prior to the end of a Plan
         Year, such year's Annual Deferral Amount shall be the actual amount
         withheld prior to such event.

1.6      "Annual Long Term Incentive" shall mean, for any one Plan Year, the
         amount payable to a Participant as an Employee under the Employer's
         "2000 Long Term Cash Incentive Plan," as amended from time to time.

1.7      "Annual Salary Savings Plan Restoration Matching Amount" for any one
         Plan Year shall be the amount determined in accordance with Section 3.6

1.8      "Annual Installment Method" shall be an annual installment payment over
         the number of years selected by the Participant in accordance with this
         Plan, calculated as follows: The Account Balance of the Participant
         shall be calculated as of the close of business on the last business
         day of the year. The annual installment shall be calculated by
         multiplying this balance by a fraction, the numerator of which is one,
         and the denominator of which is the remaining number of annual payments
         due the Participant. By way of example, if the Participant elects a
         10-year Annual Installment Method, the first payment shall be 1/10 of
         the Account Balance, calculated as described in this definition. The
         following year, the payment shall be 1/9 of the Account Balance,
         calculated as described in this definition. Each annual installment
         shall be paid on or as soon as practicable after the last business day
         of the applicable year.

1.9      "Annual Performance Based Matching Amount" shall mean, for any one Plan
         Year, the amount determined in accordance with Section 3.5.

1.10     "Beneficiary" shall mean one or more persons, trusts, estates or other
         entities, designated in accordance with Article 9, that are entitled to
         receive benefits under this Plan upon the death of a Participant.

1.11     "Beneficiary Designation Form" shall mean the form established from
         time to time by the Committee that a Participant completes, signs and
         returns to the Committee to designate one or more Beneficiaries.

1.12     "Board" shall mean the board of directors of the Company.

1.13     "Change in Control" shall mean the first to occur of any of the
         following events:

         (a)      The shareholders of the Company approve any plan or proposal
                  for the liquidation or dissolution of the Company;;

         (b)      The shareholders of the Company approve the sale or transfer
                  of all or substantially all of the assets of the Company to
                  parties that are not within a


                                       2
<PAGE>
                  "controlled group of corporations" (as defined in Code Section
                  1563) in which the company is a member;

         (c)      The shareholders of the Company approve any merger or
                  consolidation of the Company other than a consolidation or
                  merger of the Company in which the holders of the common stock
                  of the Company immediately prior to the consolidation or
                  merger hold more than 50% of the common stock of the surviving
                  corporation immediately after the consolidation or merger;

         (d)      The shareholders of the Company approve a reverse merger in
                  which the Company is the surviving corporation but the shares
                  of common stock outstanding immediately preceding the merger
                  are converted by virtue of the merger into other property,
                  whether in the form of securities, cash or otherwise, and in
                  which beneficial ownership of securities of the Company
                  representing at least fifty percent (50%) of the combined
                  voting power entitled to vote in the election of directors has
                  changed;

         (e)      The shareholders of the Company approve an acquisition by any
                  person, entity or group within the meaning of Section 13(d) or
                  14(d) of the Securities Exchange Act of 1934 (the "Exchange
                  Act") or any comparable successor provisions (excluding any
                  employee benefit plan, or related trust, sponsored or
                  maintained by the Company or subsidiary of the Company or
                  other entity controlled by the Company) of the beneficial
                  ownership (within the meaning of Rule 13d-3 promulgated under
                  the Exchange Act, or comparable successor rule) of securities
                  of the Company representing at least fifty percent (50%) of
                  the combined voting power entitled to vote in the election of
                  directors;

         (f)      The individuals who, as of the date of the adoption of this
                  provision, are members of the Company's Board (the "Incumbent
                  Board"), cease for any reason to constitute at least fifty
                  percent (50%) of the Board. (If the election, or nomination
                  for election by the Company's stockholders, of any new
                  director is approved by a vote of at least fifty percent (50%)
                  of the Incumbent Board, such new director shall be considered
                  as a member of the Incumbent Board); or

         (g)      The individual or entity which constitutes the largest
                  beneficial ownership (within the meaning of Rule 13d-3
                  promulgated under the Exchange Act, or comparable successor
                  rule) of securities of the Company, as of the date of the
                  adoption of this provision, sells, disposes or otherwise
                  transfers all or a portion of said beneficial ownership so
                  that it represents less than twenty-five percent (25%) of the
                  total securities of the Company.

1.14     "Claimant" shall have the meaning set forth in Section 14.1.

1.15     "Code" shall mean the Internal Revenue Code of 1986, as it may be
         amended from time to time.

1.16     "Committee" shall mean the committee described in Article 12.

1.17     "Company" shall mean WESTCORP, a California corporation, and any
         successor to all or substantially all of the Company's assets or
         business.


                                       3
<PAGE>
1.18     "Deduction Limitation" shall mean the following described limitation on
         a benefit that may otherwise be distributable pursuant to the
         provisions of this Plan. Except as otherwise provided, this limitation
         shall be applied to all distributions that are "subject to the
         Deduction Limitation" under this Plan. If the Employer determines in
         good faith prior to a Change in Control that there is a reasonable
         likelihood that any compensation paid to a Participant for a taxable
         year of the Employer would not be deductible by the Employer solely by
         reason of the limitation under Code Section 162(m), then to the extent
         deemed necessary by the Employer to ensure that the entire amount of
         any distribution to the Participant pursuant to this Plan prior to the
         Change in Control is deductible, the Employer may defer all or any
         portion of a distribution under this Plan. Any amounts deferred
         pursuant to this limitation shall continue to be credited/debited with
         additional amounts in accordance with Section 3.8 below, even if such
         amount is being paid out in installments. The amounts so deferred and
         amounts credited/debited thereon shall be distributed to the
         Participant or his or her Beneficiary (in the event of the
         Participant's death) at the earliest possible date, as determined by
         the Employer in good faith, on which the deductibility of compensation
         paid or payable to the Participant for the taxable year of the Employer
         during which the distribution is made will not be limited by Section
         162(m), or if earlier, the effective date of a Change in Control.
         Notwithstanding anything to the contrary in this Plan, the Deduction
         Limitation shall not apply to any distributions made after a Change in
         Control.

1.19     "Deferral Account" shall mean (i) the sum of all of a Participant's
         Annual Deferral Amounts, plus (ii) amounts credited/debited in
         accordance with Section 3.8 of this Plan that relate to the
         Participant's Deferral Account, less (iii) all distributions made to
         the Participant or his or her Beneficiary pursuant to this Plan that
         relate to his or her Deferral Account.

1.20     "Disability" shall mean a period of disability during which a
         Participant qualifies for permanent disability benefits under the
         Employer's long-term disability plan, or, if a Participant does not
         participate in such a plan, a period of disability during which the
         Participant would have qualified for permanent disability benefits
         under such a plan had the Participant been a participant in such a
         plan, as determined in the sole discretion of the Committee. If the
         Employer does not sponsor such a plan, or discontinues sponsorship of
         such a plan, Disability shall be determined by the Committee in its
         sole discretion.

1.21     "Disability Benefit" shall mean the benefit set forth in Article 8.

1.22     "EDP I" shall mean the Westcorp Executive Deferral Plan I, adopted
         August 1, 1985, and as amended from time to time.

1.23     "EDP II" shall mean the Westcorp Executive Deferral Plan II, adopted
         September 1, 1988, and as amended from time to time.

1.24     "EDP III" shall mean the Westcorp Executive Deferral Plan III adopted
         May 1, 1992, and as amended from time to time.

1.25     "EDP IV" shall mean the Westcorp Executive Deferral Plan IV adopted
         September 1, 1995, and as amended from time to time.


                                       4
<PAGE>
1.26     "Election Form" shall mean the form established from time to time by
         the Committee that a Participant completes, signs and returns to the
         Committee to make an election under the Plan.

1.27     "Employee" shall mean a person who is an employee of any Employer.

1.28     "Employer" shall mean the Company and/or each of its subsidiaries (now
         in existence or hereafter formed or acquired) that have been selected
         by the Board to participate in the Plan and have adopted the Plan as a
         sponsor.

1.29     "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
         as it may be amended from time to time.

1.30     "Participant" shall mean any Employee (i) who is selected to
         participate in the Plan, (ii) who elects to participate in the Plan,
         (iii) who signs a Plan Agreement, an Election Form and a Beneficiary
         Designation Form, (iv) whose signed Plan Agreement, Election Form and
         Beneficiary Designation Form are accepted by the Committee, (v) who
         commences participation in the Plan, and (vi) whose Plan Agreement has
         not terminated. A spouse or former spouse of a Participant shall not be
         treated as a Participant in the Plan or have an account balance under
         the Plan, even if he or she has an interest in the Participant's
         benefits under the Plan as a result of applicable law or as a result of
         property settlements resulting from legal separation or divorce.

1.31     "Performance Based Matching Account" shall mean (i) the sum of the
         Participant's Annual Performance Based Matching Amounts, plus (ii)
         amounts credited/debited in accordance with Section 3.8 of this Plan
         that relate to the Participant's Performance Based Matching Account,
         less (iii) all distributions made to the Participant or his or her
         Beneficiary pursuant to this Plan that relate to the Participant's
         Performance Based Matching Account.

1.32     "Plan" shall mean the WESTCORP Executive Deferral Plan V, effective
         September 1, 2000, which shall be evidenced by this instrument and by
         each Plan Agreement, as they may be further amended from time to time.

1.33     "Plan Agreement" shall mean a written agreement, as may be amended from
         time to time, which is entered into by and between any Employer and a
         Participant. Each Plan Agreement executed by a Participant and the
         Employer shall provide for the entire benefit to which such Participant
         is entitled under the Plan; should there be more than one Plan
         Agreement, the Plan Agreement bearing the latest date of acceptance by
         the Employer shall supersede all previous Plan Agreements in their
         entirety and shall govern such entitlement. The terms of any Plan
         Agreement may be different for any Participant, and any Plan Agreement
         may provide additional benefits not set forth in the Plan or limit the
         benefits otherwise provided under the Plan; provided, however, that any
         such additional benefits or benefit limitations must be agreed to by
         both the Employer and the Participant.

1.34     "Plan Year" shall, for the first Plan Year, begin on September 1, 2000,
         and end on December 31, 2000. For each Plan Year thereafter, the Plan
         Year shall mean a period beginning on January 1 of each calendar year
         and continuing through December 31 of such calendar year.


                                       5
<PAGE>
1.35     "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in
         Article 6.

1.36     Retirement", "Retire(s)" or "Retired" shall mean, with respect to an
         Employee, severance of employment with all Employers for any reason
         other than a leave of absence, death or Disability at such time as the
         sum of the Employee's age and Years of Service equals sixty-five (65)
         or more, although the Employee must be at least fifty-five (55) years
         of age to qualify for Retirement under this definition.

1.37     "Retirement Benefit" shall mean the benefit set forth in Article 5.

1.38     "Rollover Account" shall mean (i) the sum of the Participant's Rollover
         Amount, plus (ii) amounts credited/debited in accordance with all the
         applicable crediting/debiting provisions of this Plan that relate to
         the Participant's Rollover Account, less (iii) all distributions made
         to the Participant or his or her Beneficiary pursuant to this Plan that
         relate to the Participant's Rollover Account.

1.39     "Rollover Amount" shall mean the amount determined in connection with
         Section 3.7.

1.40     "Salary Savings Plan" shall be the WESTCORP Salary Savings Plan adopted
         by the Company, as it may be amended from time to time.

1.41     "Salary Savings Plan Restoration Matching Account" shall mean (i) the
         sum of all of a Participant's Annual Salary Savings Plan Restoration
         Matching Amounts, plus (ii) amounts credited/debited in accordance with
         Section 3.8 of this Plan that relate to the Participant's Salary
         Savings Plan Restoration Matching Account, less (iii) all distributions
         made to the Participant or his or her Beneficiary pursuant to this Plan
         that relate to the Participant's Salary Savings Plan Restoration
         Matching Account.

1.42     "Short-Term Payout" shall mean the payout set forth in Section 4.1.

1.43     "Termination Benefit" shall mean the benefit set forth in Article 7.

1.44     "Termination of Employment" shall mean the severing of employment with
         all Employers, voluntarily or involuntarily, for any reason other than
         Retirement, Disability, death or an authorized leave of absence.

1.45     "Trust" shall mean one or more trusts established pursuant to that
         certain trust agreement, dated as of September 1, 2000, between the
         Company and the trustee named therein, as amended from time to time.

1.46     "Unforeseeable Financial Emergency" shall mean an unanticipated
         emergency that is caused by an event beyond the control of the
         Participant that would result in severe financial hardship to the
         Participant resulting from (i) a sudden and unexpected illness or
         accident of the Participant or a dependent of the Participant, (ii) a
         loss of the Participant's property due to casualty, or (iii) such other
         extraordinary and unforeseeable circumstances arising as a result of
         events beyond the control of the Participant, all as determined in the
         sole discretion of the Committee.

1.47     "Years of Plan Participation" shall mean the sum of (i) the total
         number of full Plan Years a Participant has been a Participant in the
         Plan prior to his or her Termination of Employment (determined without
         regard to whether deferrals have been made by the Participant for any
         Plan Year), plus (ii) the total number of full Plan Years a Participant
         was a participant in that certain EDP III (determined without regard to
         whether deferrals




                                       6
<PAGE>
         were made by the Participant for such year under EDP III) prior to the
         Effective Date of this Plan, plus (iii) the total number of full Plan
         Years a Participant was a participant in that certain EDP IV determined
         without regard to whether deferrals were made by the Participant for
         such year under EDP IV) prior to the Effective Date of this Plan.
         Except as provided in the next three sentences, any partial year shall
         not be counted. If a Participant was a participant in EDP III as of May
         1, 2000, the partial EDP III plan year from May 1, 2000 to the
         Effective date of this Plan plus the first Plan Year (September 1, 2000
         through December 31, 2000) shall be added together and collectively
         counted as one full Plan Year for purposes of this definition. If a
         Participant was a participant in EDP IV as of January 1, 2000, the
         partial EDP IV plan year from January 1, 2000 to the Effective Date of
         this Plan plus the first Plan Year (September 1, 2000 through December
         31, 2000) shall be added together and collectively counted as one full
         Plan Year for purposes of this definition. Notwithstanding the above, a
         Participant's first Plan Year of participation shall be treated as a
         full Plan Year for purposes of this definition, even if it is only a
         partial Plan Year of participation.

1.48     "Years of Service" shall mean the total number of full years in which a
         Participant has been employed by one or more Employers. For purposes of
         this definition, a year of employment shall be a 365 day period (or 366
         day period in the case of a leap year) that, for the first year of
         employment, commences on the Employee's date of hiring and that, for
         any subsequent year, commences on an anniversary of that hiring date.
         Any partial year of employment shall not be counted.

                                    ARTICLE 2
                     SELECTION, ENROLLMENT, AND ELIGIBILITY

2.1      SELECTION BY COMMITTEE. Participation in the Plan shall be limited to a
         select group of management or highly compensated Employees of the
         Employer, as determined by the Committee in its sole discretion. From
         that group, the Committee shall select, in its sole discretion, the
         Employees to participate in the Plan.

2.2      ENROLLMENT REQUIREMENTS. As a condition to participation, each selected
         Employee shall complete, execute and return to the Committee a Plan
         Agreement, an Election Form and a Beneficiary Designation Form, all
         within the number of days specified by the Committee after he or she is
         selected to participate in the Plan. In addition, the Committee shall
         establish from time to time such other enrollment requirements as it
         determines in its sole discretion are necessary.

2.3      ELIGIBILITY; COMMENCEMENT OF PARTICIPATION. Provided an Employee
         selected to participate in the Plan has met all enrollment requirements
         set forth in this Plan and required by the Committee, including
         returning all required documents to the Committee within the specified
         time period, that Employee shall commence participation in the Plan on
         the first day of the month following the month in which the Employee
         completes all enrollment requirements. If an Employee fails to meet all
         such requirements within the period required, in accordance with
         Section 2.2, that Employee shall not be eligible to participate in the
         Plan until the first day of the Plan Year following the delivery to and
         acceptance by the Committee of the required documents.


                                       7
<PAGE>
2.4      TERMINATION OF PARTICIPATION AND/OR DEFERRALS. If the Committee
         determines in good faith that a Participant no longer qualifies as a
         member of a select group of management or highly compensated employees,
         as membership in such group is determined in accordance with Sections
         201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the
         right, in its sole discretion, to (i) terminate any deferral election
         the Participant has made for the remainder of the Plan Year in which
         the Participant's membership status changes, (ii) prevent the
         Participant from making future deferral elections and/or (iii)
         immediately distribute the Participant's then Account Balance as a
         Termination Benefit and terminate the Participant's participation in
         the Plan.



                                    ARTICLE 3
              DEFERRAL COMMITMENTS/COMPANY MATCHING/CREDITING/TAXES

3.1      MINIMUM AND MAXIMUM DEFERRALS.

         (a)      ANNUAL BASE SALARY, BONUS AND ANNUAL LONG TERM INCENTIVE. For
                  each Plan Year, a Participant may elect to defer, as his or
                  her Annual Deferral Amount, Annual Base Salary, Bonus and/or
                  Annual Long Term Incentive in the following minimum and
                  maximum whole percentages for each deferral elected:

<TABLE>
<CAPTION>
                          DEFERRAL       MINIMUM AMOUNT      MAXIMUM AMOUNT
<S>                                      <C>                 <C>
                  Annual Base Salary         $2000                50%
                  Bonus                      $2000                100%
                  Long Term Incentive        $2000                100%
</TABLE>

                  If an election is made for less than the stated minimum amount
                  or percentage, or if no election is made, the amount deferred
                  shall be zero.

         (b)      SHORT PLAN YEAR. Notwithstanding the foregoing, if a
                  Participant first becomes a Participant after the first day of
                  a Plan Year, or in the case of the first Plan Year of the Plan
                  itself, the minimum Annual Base Salary deferral shall be an
                  amount equal to the minimum set forth above, multiplied by a
                  fraction, the numerator of which is the number of complete
                  months remaining in the Plan Year and the denominator of which
                  is 12. Notwithstanding the foregoing, if a Participant first
                  becomes a Participant after the first day of a Plan Year, or
                  in the case of the first Plan Year of the Plan itself, the
                  maximum Annual Deferral Amount, with respect to Annual Base
                  Salary, Bonus/Long Term Incentive shall be limited to the
                  amount of compensation not yet earned by the Participant as of
                  the date the Participant submits a Plan Agreement and Election
                  Form to the Committee for acceptance.

3.2      ELECTION TO DEFER; EFFECT OF ELECTION FORM.

         (a)      FIRST PLAN YEAR. In connection with a Participant's
                  commencement of participation in the Plan, the Participant
                  shall make an irrevocable deferral election for the Plan Year
                  in which the Participant commences participation in the Plan,
                  along with such other elections as the Committee deems
                  necessary or desirable under the Plan. For these elections to
                  be valid, the Election Form must


                                       8
<PAGE>
                  be completed and signed by the Participant, timely delivered
                  to the Committee (in accordance with Section 2.2 above) and
                  accepted by the Committee.

         (b)      SUBSEQUENT PLAN YEARS. For each succeeding Plan Year, an
                  irrevocable deferral election for that Plan Year, and such
                  other elections as the Committee deems necessary or desirable
                  under the Plan, shall be made by timely delivering to the
                  Committee, in accordance with its rules and procedures, before
                  the end of the Plan Year preceding the Plan Year for which the
                  election is made, a new Election Form. If no such Election
                  Form is timely delivered for a Plan Year, the Annual Deferral
                  Amount shall be zero for that Plan Year.

3.3      WITHHOLDING OF ANNUAL DEFERRAL AMOUNTS. For each Plan Year, the Annual
         Base Salary portion of the Annual Deferral Amount shall be withheld
         from each regularly scheduled Annual Base Salary payroll in equal
         amounts, as adjusted from time to time for increases and decreases in
         Annual Base Salary. The Bonus and Annual Long Term Incentive portion of
         the Annual Deferral Amount shall be withheld at the time the Bonus and
         Annual Long Term Incentive is or otherwise would be paid to the
         Participant.

3.4      ANNUAL COMPANY CONTRIBUTION AMOUNT. . For each Plan Year, an Employer,
         in its sole discretion, may, but is not required to, credit any amount
         it desires to any Participant's Company Contribution Account under this
         Plan, which amount shall be for that Participant the Annual Company
         Contribution Amount for that Plan Year. The amount so credited to a
         Participant may be smaller or larger than the amount credited to any
         other Participant, and the amount credited to any Participant for a
         Plan Year may be zero, even though one or more other Participants
         receive an Annual Company Contribution Amount for that Plan Year. The
         Annual Company Contribution Amount, if any, shall be credited as of the
         last day of the Plan Year. If a Participant is not employed by an
         Employer as of the last day of a Plan Year other than by reason of his
         or her Retirement or death while employed, the Annual Company
         Contribution Amount for that Plan Year shall be zero.

3.5      ANNUAL PERFORMANCE BASED MATCHING AMOUNT. A Participant's Annual
         Performance Based Matching Amount for any Plan Year shall be equal to
         the Participant's Annual Deferral Amount for such Plan Year, multiplied
         by a fixed percentage determined by the Committee, in its sole and
         absolute discretion. The fixed percentage for any Participant may be
         smaller or larger than the fixed percentage for any other Participant,
         and the fixed percentage for a Plan Year may be zero, even though one
         or more other Participants receive an Annual Performance Based Matching
         Amount for that Plan Year. Notwithstanding the above, if a Participant
         is not employed by an Employer as of the last day of a Plan Year, other
         than by reason of his or her Retirement or death, the Annual
         Performance Based Matching Amount for such Plan Year shall be zero. In
         the event of Retirement or death, a Participant shall be credited with
         the Annual Performance Based Matching Amount for the Plan Year in which
         he or she Retires or dies.

3.6      ANNUAL SALARY SAVINGS PLAN RESTORATION MATCHING AMOUNT. A Participant's
         Annual Salary Savings Plan Restoration Matching Amount for any Plan
         Year shall be equal to the match the Participant would have received
         under the Salary Savings Plan during the corresponding plan year of the
         Salary Savings Plan, but for (I) his or her participation in this Plan,
         and (ii) the limitations imposed under Code Sections 401(a)(17),
         401(k)(3),


                                       9
<PAGE>
         402(g)_ and 415, less the match actually received under the Salary
         Savings Plan. . If a Participant is not employed by the Employer, as of
         the last day of a Plan Year other than by reason of his or her
         Retirement or death, the Annual Salary Savings Plan Restoration
         Matching Amount for such Plan Year shall be zero. In the event of
         Retirement or death, a Participant shall be credited with the Annual
         Salary Savings Plan Restoration Matching Amount for the Plan Year in
         which he or she Retires or dies.

3.7      ROLLOVER AMOUNT. .If a Participant is a participant in EDP I, EDP II,
         EDP III or EDP IV on September 1, 2000, and has an account balance in
         one or more of these plans on September 1, 2000, the Participant shall
         transfer that/those account balance(s), as determined as of the
         transfer date, and that amount shall be transferred on such date to and
         added to the Participant's Account Balance under this Plan, and shall
         thereafter be governed by the terms and conditions of this Plan, and
         shall be referred to as the "Rollover Amount."

3.8      INVESTMENT OF TRUST ASSETS. The Trustee of the Trust shall be
         authorized, upon written instructions received from the Committee or
         investment manager appointed by the Committee, to invest and reinvest
         the assets of the Trust in accordance with the applicable Trust
         Agreement, including the disposition of stock and reinvestment of the
         proceeds in one or more investment vehicles designated by the
         Committee.

3.9      VESTING.

         (a)      A Participant shall at all times be 100% vested in his or her
                  Deferral Account.

         (b)      A Participant shall be vested in his or her Performance Based
                  Matching Account and Salary Savings Plan Restoration Matching
                  Account in accordance with the following schedule:


                                       10
<PAGE>
<TABLE>
<CAPTION>
                             YEARS OF SERVICE ON DATE                         VESTED PERCENTAGE OF
                           OF TERMINATION OF EMPLOYMENT             ANNUAL PERFORMANCE BASED MATCHING ACCOUNT
                                                                  AND SALARY SAVINGS PLAN RESTORATION MATCHING
                                                                                     ACCOUNT
<S>                                                               <C>
                                 Less than 1 year                                      0%
                         1 year or more, but less than 2                               20%
                         2 years or more, but less than 3                              40%
                         3 years or more, but less than 4                              60%
                         4 years or more, but less than 5                              80%
                                 5 years or more                                      100%
</TABLE>

         (c)      A Participant shall be vested in his or her Company
                  Contribution Account in accordance with the vesting schedules
                  established by the Committee, in its sole and absolute
                  discretion, for each Annual Company Contribution Amount (and
                  amounts credited or debited thereon) at the time each such
                  Annual Company Contribution Amount is first credited to the
                  Participant's Account Balance under the Plan.

         (d)      Notwithstanding anything to the contrary contained in this
                  Section 3.9, in the event of Retirement, death or a Change in
                  Control, a Participant's Performance Based Matching Account
                  and Salary Savings Plan Restoration Matching Account shall
                  immediately become 100% vested (if it is not already vested in
                  accordance with the above vesting schedules).

         (e)      Notwithstanding subsection (c), the vesting schedule for a
                  Participant's Performance Based Matching Account and Salary
                  Savings Plan Restoration Matching Account shall not be
                  accelerated to the extent that the Committee determines that
                  such acceleration would cause the deduction limitations of
                  Section 280G of the Code to become effective. In the event
                  that all of a Participant's Performance Based Matching Account
                  and/or Salary Savings Plan Restoration Matching Account is not
                  vested pursuant to such a determination, the Participant may
                  request independent verification of the Committee's
                  calculations with respect to the application of Section 280G.
                  In such case, the Committee must provide to the Participant
                  within 15 business days of such a request an opinion from a
                  nationally recognized accounting firm selected by the Company
                  (the "Accounting Firm"). The opinion shall state the
                  Accounting Firm's opinion that any limitation in the vested
                  percentage hereunder is necessary to avoid the limits of
                  Section 280G and contain supporting calculations. The cost of
                  such opinion shall be paid for by the Company.

3.10     CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance with, and subject
         to, the rules and procedures that are established from time to time by
         the Committee, in its sole discretion, amounts shall be credited or
         debited to a Participant's Account Balance in accordance with the
         following rules:


                                       11
<PAGE>
         (a)      ELECTION OF MEASUREMENT FUNDS. A Participant, in connection
                  with his or her initial deferral election in accordance with
                  Section 3.2(a) above, shall elect, on the Election Form, one
                  or more Measurement Fund(s) (as described in Section 3.8(c)
                  below) to be used to determine the additional amounts to be
                  credited to his or her Account Balance for the first day in
                  which the Participant commences participation in the Plan and
                  continuing thereafter for each subsequent day in which the
                  Participant participates in the Plan, unless changed in
                  accordance with the next sentence. Commencing with the first
                  business day that follows the Participant's commencement of
                  participation in the Plan and continuing thereafter for each
                  subsequent day in which the Participant participates in the
                  Plan, the Participant may (but is not required to) elect, by
                  submitting an Election Form to the Committee that is accepted
                  by the Committee, to add or delete one or more Measurement
                  Fund(s) to be used to determine the additional amounts to be
                  credited to his or her Account Balance, and to change the
                  portion of his or her Account Balance allocated to each
                  previously elected Measurement Fund. If an election is made in
                  accordance with the previous sentence, it shall apply to the
                  next business day and continue thereafter for each subsequent
                  day in which the Participant participates in the Plan, unless
                  changed in accordance with the previous sentence.

         (b)      PROPORTIONATE ALLOCATION. In making any election described in
                  Section 3.8(a) above, the Participant shall specify on the
                  Election Form, in increments of five percentage points (5%),
                  the percentage of his or her Account Balance to be allocated
                  to a Measurement Fund (as if the Participant was making an
                  investment in that Measurement Fund with that portion of his
                  or her Account Balance).

         (c)      MEASUREMENT FUNDS. The Participant may elect one or more of
                  the Measurement Funds selected and announced by the Committee
                  in its sole discretion from time to time, based on certain
                  mutual funds and crediting rates (the "Measurement Funds"),
                  for the purpose of crediting additional amounts to his or her
                  Account Balance. As necessary, the Committee may, in its sole
                  discretion, discontinue, substitute or add a Measurement Fund.
                  Each such action will take effect as of the first day of the
                  calendar quarter that follows by thirty (30) days the day on
                  which the Committee gives Participants advance written notice
                  of such change.

         (d)      CREDITING OR DEBITING METHOD. The performance of each elected
                  Measurement Fund (either positive or negative) will be based
                  on the performance of the Measurement Funds themselves. A
                  Participant's Account Balance shall be credited or debited on
                  a daily basis based on the performance of each Measurement
                  Fund selected by the Participant as though (i) a Participant's
                  Account Balance were invested in the Measurement Fund(s)
                  selected by the Participant, in the percentages applicable to
                  such business day at the closing price on such date; (ii) the
                  portion of the Annual Deferral Amount that was actually
                  deferred during any day were invested in the Measurement
                  Fund(s) selected by the Participant no later than the close of
                  business on the first business day after the day on which such
                  amounts are actually deferred from the Participant's Annual
                  Base Salary through reductions in his or her payroll, at the
                  closing price


                                       12
<PAGE>
                  on such date; and (iii) any distribution made to a Participant
                  that decreases such Participant's Account Balance ceased being
                  invested in the Measurement Fund(s), in the percentages
                  applicable to such day, no earlier than one business day prior
                  to the distribution, at the closing price on such date. The
                  Participant's Annual Salary Savings Plan Restoration Matching
                  Amount and/or Annual Performance Based Matching Amount shall
                  be credited to his or her Salary Savings Plan Restoration
                  Matching Account and/or Performance Based Matching Account, as
                  the case may be, for purposes of this Section 3.8(d) as of the
                  close of business on the last business day of the Plan Year to
                  which it relates.

         (e)      NO ACTUAL INVESTMENT. Notwithstanding any other provision of
                  this Plan that may be interpreted to the contrary, the
                  Measurement Funds are to be used for measurement purposes
                  only, and a Participant's election of any such Measurement
                  Fund, the allocation to his or her Account Balance thereto,
                  the calculation of additional amounts and the crediting or
                  debiting of such amounts to a Participant's Account Balance
                  shall not be considered or construed in any manner as an
                  actual investment of his or her Account Balance in any such
                  Measurement Fund. In the event that the Company or the Trustee
                  (as that term is defined in the Trust), in its own discretion,
                  decides to invest funds in any or all of the Measurement
                  Funds, no Participant shall have any rights in or to such
                  investments themselves. Without limiting the foregoing, a
                  Participant's Account Balance shall at all times be a
                  bookkeeping entry only and shall not represent any investment
                  made on his or her behalf by the Company or the Trust; the
                  Participant shall at all times remain an unsecured creditor of
                  the Company.

3.11     FICA AND OTHER TAXES.

         (a)      ANNUAL DEFERRAL AMOUNTS. For each Plan Year in which an Annual
                  Deferral Amount is being withheld from a Participant, the
                  Participant's Employer(s) shall withhold from that portion of
                  the Participant's Annual Base Salary, Bonus and Annual Long
                  Term Incentive that is not being deferred, in a manner
                  determined by the Employer, the Participant's share of FICA
                  and other employment taxes on such Annual Deferral Amount. If
                  necessary, the Committee may reduce the Annual Deferral Amount
                  in order to comply with this Section 3.9.

         (b)      SALARY SAVINGS PLAN RESTORATION MATCHING AMOUNTS AND
                  PERFORMANCE BASED MATCHING AMOUNTS. When a participant becomes
                  vested in a portion of his or her Salary Savings Plan
                  Restoration Matching Account and/or Performance Based Matching
                  Account, the Employer shall withhold from the Participant's
                  Annual Base Salary, Bonus and/or Annual Long Term Incentive
                  that is not deferred, in a manner determined by the Employer,
                  the Participant's share of FICA and other employment taxes or
                  such amount. If necessary, the Committee may reduce the vested
                  portion of the Participant's Salary Savings Plan Restoration
                  Matching Account and/or Performance Based Matching Accounts as
                  the case may be, in order to comply with this Section 3.9.

         (c)      DISTRIBUTIONS. The Employer, or the trustee of the Trust,
                  shall withhold from any payments made to a Participant under
                  this Plan all federal, state and local income, employment and
                  other taxes required to be withheld by the Employer, or the



                                       13
<PAGE>
                  trustee of the Trust, in connection with such payments, in
                  amounts and in a manner to be determined in the sole
                  discretion of the Employer and the trustee of the Trust.

                                    ARTICLE 4
             SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES;
                               WITHDRAWAL ELECTION

4.1      SHORT-TERM PAYOUT. In connection with each election to defer an Annual
         Deferral Amount, a Participant may irrevocably elect to receive a
         future "Short-Term Payout" from the Plan with respect to such Annual
         Deferral Amount. Subject to the Deduction Limitation, the Short-Term
         Payout shall be a lump sum payment in an amount that is equal to the
         Annual Deferral Amount plus amounts credited or debited in the manner
         provided in Section 3.9 above on that amount, determined at the time
         that the Short-Term Payout becomes payable (rather than the date of a
         Termination of Employment). Subject to the Deduction Limitation and the
         other terms and conditions of this Plan, each Short-Term Payout elected
         shall be paid out during a 60 day period commencing immediately after
         the last day of any Plan Year designated by the Participant that is at
         least three Plan Years after the Plan Year in which the Annual Deferral
         Amount is actually deferred. By way of example, if a three year
         Short-Term Payout is elected for Annual Deferral Amounts that are
         deferred in the Plan Year commencing January 1, 2001, the three year
         Short-Term Payout would become payable during a 60 day period
         commencing January 1, 2005.

4.2      OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM. Should an event occur
         that triggers a benefit under Article 5, 6, 7 or 8, any Annual Deferral
         Amount, plus amounts credited or debited thereon, that is subject to a
         Short-Term Payout election under Section 4.1 shall not be paid in
         accordance with Section 4.1 but shall be paid in accordance with the
         other applicable Article.

4.3      WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES.
         If the Participant experiences an Unforeseeable Financial Emergency,
         the Participant may petition the Committee to (i) suspend any deferrals
         required to be made by a Participant and/or (ii) receive a partial or
         full payout from the Plan. The payout shall not exceed the lesser of
         the Participant's Account Balance, calculated as if such Participant
         were receiving a Termination Benefit, or the amount reasonably needed
         to satisfy the Unforeseeable Financial Emergency. If, subject to the
         sole discretion of the Committee, the petition for a suspension and/or
         payout is approved, suspension shall take effect upon the date of
         approval and any payout shall be made within 60 days of the date of
         approval. The payment of any amount under this Section 4.3 shall not be
         subject to the Deduction Limitation.

4.4      WITHDRAWAL ELECTION. A Participant (or, after a Participant's death,
         his or her Beneficiary) may elect, at any time, to withdraw all of his
         or her Account Balance, calculated as if there had occurred a
         Termination of Employment as of the day of the election, less a
         withdrawal penalty equal to ten percent (10%) of such amount (the net
         amount shall be referred to as the "Withdrawal Amount"). This election
         can be made at any time, before or after Retirement, Disability, death
         or Termination of Employment,


                                       14
<PAGE>
         and whether or not the Participant (or Beneficiary) is in the process
         of being paid pursuant to an installment payment schedule. If made
         before Retirement, Disability or death, a Participant's Withdrawal
         Amount shall be his or her Account Balance calculated as if there had
         occurred a Termination of Employment as of the day of the election. No
         partial withdrawals of the Withdrawal Amount shall be allowed. The
         Participant (or his or her Beneficiary) shall make this election by
         giving the Committee advance written notice of the election in a form
         determined from time to time by the Committee. The Participant (or his
         or her Beneficiary) shall be paid the Withdrawal Amount within 60 days
         of his or her election. Once the Withdrawal Amount is paid, the
         Participant's participation in the Plan shall terminate and the
         Participant shall not be eligible to participate in the Plan for the
         remainder of the Plan Year in which the Withdrawal Amount is paid and
         the following full Plan Year. The payment of this Withdrawal Amount
         shall not be subject to the Deduction Limitation.

                                    ARTICLE 5
                               RETIREMENT BENEFIT

5.1      RETIREMENT BENEFIT. Subject to the Deduction Limitation, a Participant
         who Retires shall receive, as a Retirement Benefit, his or her Account
         Balance.

5.2      PAYMENT OF RETIREMENT BENEFIT. A Participant, in connection with his or
         her commencement of participation in the Plan, shall elect on an
         Election Form to receive the Retirement Benefit in a lump sum or
         pursuant to an Annual Installment Method of 5, 10 or 15 years. The
         Participant may annually change his or her election to an allowable
         alternative payout period by submitting a new Election Form to the
         Committee, provided that any such Election Form is submitted at least 1
         year prior to the Participant's Retirement and is accepted by the
         Committee in its sole discretion. The Election Form most recently
         accepted by the Committee shall govern the payout of the Retirement
         Benefit. If a Participant does not make any election with respect to
         the payment of the Retirement Benefit, then such benefit shall be
         payable in a lump sum. The lump sum payment shall be made, or
         installment payments shall commence, no later than 60 days after the
         last day of the Plan Year in which the Participant Retires. Any payment
         made shall be subject to the Deduction Limitation.

5.3      DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFIT. If a Participant dies
         after Retirement but before the Retirement Benefit is paid in full, the
         Participant's unpaid Retirement Benefit payments shall continue and
         shall be paid to the Participant's Beneficiary (a) over the remaining
         number of years and in the same amounts as that benefit would have been
         paid to the Participant had the Participant survived, or (b) in a lump
         sum, if requested by the Beneficiary and allowed in the sole discretion
         of the Committee, that is equal to the Participant's unpaid remaining
         Account Balance.


                                       15
<PAGE>
                                    ARTICLE 6
                         PRE-RETIREMENT SURVIVOR BENEFIT

6.1      PRE-RETIREMENT SURVIVOR BENEFIT. Subject to the Deduction Limitation,
         the Participant's Beneficiary shall receive a Pre-Retirement Survivor
         Benefit equal to the Participant's Account Balance if the Participant
         dies before he or she Retires, experiences a Termination of Employment
         or suffers a Disability.

6.2      PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFIT. A Participant, in
         connection with his or her commencement of participation in the Plan,
         shall elect on an Election Form whether the Pre-Retirement Survivor
         Benefit shall be received by his or her Beneficiary in a lump sum or
         pursuant to an Annual Installment Method of 5, 10 or 15 years. The
         Participant may annually change his or her election to an allowable
         alternative payout period by submitting a new Election Form to the
         Committee, which form must be accepted by the Committee in its sole
         discretion. The Election Form most recently accepted by the Committee
         prior to the Participant's death shall govern the payout of the
         Participant's Pre-Retirement Survivor Benefit. If a Participant does
         not make any election with respect to the payment of the Pre-Retirement
         Survivor Benefit, then such benefit shall be payable in a lump sum.
         Despite the foregoing, if the Participant's Account Balance at the time
         of his or her death is less than $25,000, payment of the Pre-Retirement
         Survivor Benefit may be made, in the sole discretion of the Committee,
         in a lump sum or pursuant to an Annual Installment Method that does not
         exceed 5 years in duration. The lump sum payment shall be made, or
         installment payments shall commence, no later than 60 days after the
         date the Committee is provided with proof that is satisfactory to the
         Committee of the Participant's death. Any payment made shall be subject
         to the Deduction Limitation.


                                    ARTICLE 7
                               TERMINATION BENEFIT

7.1      TERMINATION BENEFIT. Subject to the Deduction Limitation, the
         Participant shall receive a Termination Benefit, which shall be equal
         to the Participant's vested Account Balance if a Participant
         experiences a Termination of Employment prior to his or her Retirement,
         death or Disability. Notwithstanding anything to the contrary in this
         section or any other section of this Plan, if a Participant experiences
         a Termination within twenty-four (24) months following a Change in
         Control, he or she shall be deemed to have Retired and shall receive a
         Retirement Benefit pursuant to Article 5.

7.2      PAYMENT OF TERMINATION BENEFIT. If the Participant's vested Account
         Balance at the time of his or her Termination of Employment is less
         than $25,000, payment of his or her Termination Benefit shall be paid
         in a lump sum. If his or her vested Account Balance at such time is
         equal to or greater than that amount, the Committee, in its sole
         discretion, may cause the Termination Benefit to be paid in a lump sum
         or pursuant to an Annual Installment Method of not more than 5 years.
         The lump sum payment shall be made, or installment payments shall
         commence, no later than 60 days following the Participant's Termination
         of Employment. Any payment made shall be subject to the Deduction
         Limitation.


                                       16
<PAGE>
                                    ARTICLE 8
                          DISABILITY WAIVER AND BENEFIT

8.1      DISABILITY WAIVER.

         (a)      WAIVER OF DEFERRAL. A Participant who is determined by the
                  Committee to be suffering from a Disability and is receiving
                  less than 100% of current Annual Base Salary shall be excused
                  from fulfilling that portion of the Annual Deferral Amount
                  commitment that would otherwise have been withheld from a
                  Participant's Annual Base Salary and/or Bonus/Long Term
                  Incentive for the Plan Year during which the Participant first
                  suffers a Disability. During the period of Disability, the
                  Participant shall not be allowed to make any additional
                  deferral elections, but will continue to be considered a
                  Participant for all other purposes of this Plan.

         (b)      RETURN TO WORK. If a Participant returns to employment after a
                  Disability ceases, the Participant may elect to defer an
                  Annual Deferral Amount for the Plan Year following his or her
                  return to employment or service and for every Plan Year
                  thereafter while a Participant in the Plan; provided such
                  deferral elections are otherwise allowed and an Election Form
                  is delivered to and accepted by the Committee for each such
                  election in accordance with Section 3.2 above.

8.2      CONTINUED ELIGIBILITY; DISABILITY BENEFIT. A Participant suffering a
         Disability shall, for benefit purposes under this Plan, continue to be
         considered to be employed and shall be eligible for the benefits
         provided for in Articles 4, 5, 6 or 7 in accordance with the provisions
         of those Articles. Notwithstanding the above, the Committee shall have
         the right to, in its sole and absolute discretion and for purposes of
         this Plan only, and must in the case of a Participant who is otherwise
         eligible to Retire, deem the Participant to have experienced a
         Termination of Employment, or in the case of a Participant who is
         eligible to Retire, to have Retired, at any time (or in the case of a
         Participant who is eligible to Retire, as soon as practicable) after
         such Participant is determined to be suffering a Disability, in which
         case the Participant shall receive a Disability Benefit equal to his or
         her Account Balance at the time of the Committee's determination;
         provided, however, that should the Participant otherwise have been
         eligible to Retire, he or she shall be paid in accordance with Article
         5. The Disability Benefit shall be paid in a lump sum within 60 days of
         the Committee's exercise of such right; provided however, that should
         the Participant otherwise have been eligible to Retire, he or she shall
         be paid in accordance with Article 5. Any payment made shall be subject
         to the Deduction Limitation.


                                    ARTICLE 9
                             BENEFICIARY DESIGNATION

9.1      BENEFICIARY. Each Participant shall have the right, at any time, to
         designate his or her Beneficiary(ies) (both primary as well as
         contingent) to receive any benefits payable under the Plan to a
         beneficiary upon the death of a Participant. The Beneficiary designated
         under this Plan may be the same as or different from the Beneficiary
         designation under any other plan of the Employer in which the
         Participant participates.


                                       17
<PAGE>
9.2      BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT. A Participant shall
         designate his or her Beneficiary by completing and signing the
         Beneficiary Designation Form, and returning it to the Committee or its
         designated agent. A Participant shall have the right to change a
         Beneficiary by completing, signing and otherwise complying with the
         terms of the Beneficiary Designation Form and the Committee's rules and
         procedures, as in effect from time to time. If the Participant names
         someone other than his or her spouse as a primary Beneficiary, a
         spousal consent, in the form designated by the Committee, must be
         signed by that Participant's spouse and returned to the Committee. Upon
         the acceptance by the Committee of a new Beneficiary Designation Form,
         all Beneficiary designations previously filed shall be canceled. The
         Committee shall be entitled to rely on the last Beneficiary Designation
         Form filed by the Participant and accepted by the Committee prior to
         his or her death.

9.3      ACKNOWLEDGMENT. No designation or change in designation of a
         Beneficiary shall be effective until received and acknowledged in
         writing by the Committee or its designated agent.

9.4      NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
         Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all
         designated Beneficiaries predecease the Participant or die prior to
         complete distribution of the Participant's benefits, then the
         Participant's designated Beneficiary shall be deemed to be his or her
         surviving spouse. If the Participant has no surviving spouse, the
         benefits remaining under the Plan to be paid to a Beneficiary shall be
         payable to the Participant's estate.

9.5      DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the
         proper Beneficiary to receive payments pursuant to this Plan, the
         Committee shall have the right, exercisable in its discretion, to cause
         the Employer to withhold such payments until this matter is resolved to
         the Committee's satisfaction.

9.6      DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a
         Beneficiary shall fully and completely discharge the Employer and the
         Committee from all further obligations under this Plan with respect to
         the Participant, and that Participant's Plan Agreement shall terminate
         upon such full payment of benefits.

                                   ARTICLE 10
                                LEAVE OF ABSENCE

10.1     PAID LEAVE OF ABSENCE. If a Participant is authorized by the Employer
         for any reason to take a paid leave of absence from the employment of
         the Employer, the Participant shall continue to be considered employed
         by the Employer and the Annual Deferral Amount shall continue to be
         withheld during such paid leave of absence in accordance with Section
         3.2.

10.2     UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the Employer
         for any reason to take an unpaid leave of absence from the employment
         of the Employer, the Participant shall continue to be considered
         employed by the Employer and the Participant shall be excused from
         making deferrals until the earlier of the date the leave of absence
         expires or the Participant returns to a paid employment status. Upon
         such expiration or return, deferrals shall resume for the remaining
         portion of the Plan Year in which the expiration


                                       18
<PAGE>
         or return occurs, based on the deferral election, if any, made for that
         Plan Year. If no election was made for that Plan Year, no deferral
         shall be withheld.

                                   ARTICLE 11
                     TERMINATION, AMENDMENT OR MODIFICATION

11.1     TERMINATION. Although each Employer anticipates that it will continue
         the Plan for an indefinite period of time, there is no guarantee that
         each Employer will continue the Plan or will not terminate the Plan at
         any time in the future. Accordingly, each Employer reserves the right
         to discontinue its sponsorship of the Plan and/or to terminate the Plan
         at any time with respect to any or all of its participating Employees
         by action of its Board. Upon the termination of the Plan with respect
         to the Employer, the Plan Agreements of the affected Participants who
         are employed by the Employer shall terminate and their Account
         Balances, determined as if they had experienced a Termination of
         Employment on the date of Plan termination or, if Plan termination
         occurs after the date upon which a Participant was eligible to Retire,
         then with respect to that Participant as if he or she had Retired on
         the date of Plan termination, shall be paid to the Participants as
         follows: Prior to a Change in Control, if the Plan is terminated with
         respect to all of its Participants, the Employer shall have the right,
         in its sole discretion, and notwithstanding any elections made by the
         Participant, to pay such benefits in a lump sum or pursuant to an
         Annual Installment Method of up to 15 years, with amounts credited and
         debited during the installment period as provided herein. If the Plan
         is terminated with respect to less than all of its Participants, the
         Employer shall be required to pay such benefits in a lump sum. After a
         Change in Control, the Employer shall be required to pay such benefits
         in a lump sum. The termination of the Plan shall not adversely affect
         any Participant or Beneficiary who has become entitled to the payment
         of any benefits under the Plan as of the date of termination; provided
         however, that the Employer shall have the right to accelerate
         installment payments without a premium or prepayment penalty by paying
         the Account Balance in a lump sum or pursuant to an Annual Installment
         Method using fewer years than elected (provided that the present value
         of all payments that will have been received by a Participant at any
         given point of time under the different payment schedule shall equal or
         exceed the present value of all payments that would have been received
         at that point in time under the original payment schedule).

11.2     AMENDMENT. Any Employer may, at any time, amend or modify the Plan in
         whole or in part with respect to that Employer by the action of its
         Board; provided, however, that: (i) no amendment or modification shall
         be effective to decrease or restrict the value of a Participant's
         Account Balance in existence at the time the amendment or modification
         is made, calculated as if the Participant had experienced a Termination
         of Employment as of the effective date of the amendment or modification
         or, if the amendment or modification occurs after the date upon which
         the Participant was eligible to Retire, the Participant had Retired as
         of the effective date of the amendment or modification, and (ii) no
         amendment or modification of this Section 11.2 or Section 12.2 of the
         Plan shall be effective. The amendment or modification of the Plan
         shall not affect any Participant or Beneficiary who has become entitled
         to the payment of benefits under the Plan as of the date of the
         amendment or modification; provided, however, that the Employer shall
         have the right to accelerate installment payments by paying the Account
         Balance in a lump


                                       19
<PAGE>
         sum or pursuant to an Annual Installment Method using fewer years
         (provided that the present value of all payments that will have been
         received by a Participant at any given point of time under the
         different payment schedule shall equal or exceed the present value of
         all payments that would have been received at that point in time under
         the original payment schedule).

11.3     PLAN AGREEMENT. Despite the provisions of Sections 11.1 and 11.2 above,
         if a Participant's Plan Agreement contains benefits or limitations that
         are not in this Plan document, the Employer may only amend or terminate
         such provisions with the consent of the Participant.

11.4     EFFECT OF PAYMENT. The full payment of the applicable benefit under
         Articles 4, 5, 6, 7 or 8 of the Plan shall completely discharge all
         obligations to a Participant and his or her designated Beneficiaries
         under this Plan and the Participant's Plan Agreement shall terminate.

                                   ARTICLE 12
                                 ADMINISTRATION

12.1     COMMITTEE DUTIES. Except as otherwise provided in this Article 12, this
         Plan shall be administered by a Committee which shall consist of the
         Board, or such committee as the Board shall appoint. Members of the
         Committee may be Participants under this Plan. The Committee shall also
         have the discretion and authority to (i) make, amend, interpret, and
         enforce all appropriate rules and regulations for the administration of
         this Plan and (ii) decide or resolve any and all questions including
         interpretations of this Plan, as may arise in connection with the Plan.
         Any individual serving on the Committee who is a Participant shall not
         vote or act on any matter relating solely to himself or herself. When
         making a determination or calculation, the Committee shall be entitled
         to rely on information furnished by a Participant or the Company.

12.2     ADMINISTRATION UPON CHANGE IN CONTROL. For purposes of this Plan, the
         Company shall be the "Administrator" at all times prior to the
         occurrence of a Change in Control. Upon and after the occurrence of a
         Change in Control, the "Administrator" shall be an independent third
         party selected by the Trustee and approved by the individual who,
         immediately prior to such event, was the Company's Chief Executive
         Officer or, if not so identified, the Company's highest ranking officer
         (the "Ex-CEO"). The Administrator shall have the discretionary power to
         determine all questions arising in connection with the administration
         of the Plan and the interpretation of the Plan and Trust including, but
         not limited to benefit entitlement determinations; provided, however,
         upon and after the occurrence of a Change in Control, the Administrator
         shall have no power to direct the investment of Plan or Trust assets or
         select any investment manager or custodial firm for the Plan or Trust.
         Upon and after the occurrence of a Change in Control, the Company must:
         (1) pay all reasonable administrative expenses and fees of the
         Administrator; (2) indemnify the Administrator against any costs,
         expenses and liabilities including, without limitation, attorney's fees
         and expenses arising in connection with the performance of the
         Administrator hereunder, except with respect to matters resulting from
         the gross negligence or willful misconduct of the Administrator or its
         employees or agents; and (3) supply full and timely information to the
         Administrator on all matters relating to the Plan,


                                       20
<PAGE>
         the Trust, the Participants and their Beneficiaries, the Account
         Balances of the Participants, the date of circumstances of the
         Retirement, Disability, death or Termination of Employment of the
         Participants, and such other pertinent information as the Administrator
         may reasonably require. Upon and after a Change in Control, the
         Administrator may be terminated (and a replacement appointed) by the
         Trustee only with the approval of the Ex-CEO. Upon and after a Change
         in Control, the Administrator may not be terminated by the Company.

12.3     AGENTS. In the administration of this Plan, the Committee may, from
         time to time, employ agents and delegate to them such administrative
         duties as it sees fit (including acting through a duly appointed
         representative) and may from time to time consult with counsel who may
         be counsel to the Employer.

12.4     BINDING EFFECT OF DECISIONS. The decision or action of the
         Administrator with respect to any question arising out of or in
         connection with the administration, interpretation and application of
         the Plan and the rules and regulations promulgated hereunder shall be
         final and conclusive and binding upon all persons having any interest
         in the Plan.

12.5     INDEMNITY OF COMMITTEE. The Employer shall indemnify and hold harmless
         the members of the Committee, any Employee to whom the duties of the
         Committee may be delegated, and the Administrator against any and all
         claims, losses, damages, expenses or liabilities arising from any
         action or failure to act with respect to this Plan, except in the case
         of willful misconduct by the Committee, any of its members, any such
         Employee or the Administrator.

12.6     EMPLOYER INFORMATION. To enable the Committee and/or Administrator to
         perform its functions, the Company and the Employer shall supply full
         and timely information to the Committee and/or Administrator, as the
         case may be, on all matters relating to the compensation of its
         Participants, the date and circumstances of the Retirement, Disability,
         death or circumstances of the Retirement, Disability, death or
         Termination of Employment of its Participants, and such other pertinent
         information as the Committee or Administrator may reasonably require.

                                   ARTICLE 13
                          OTHER BENEFITS AND AGREEMENTS

13.1     COORDINATION WITH OTHER BENEFITS. The benefits provided for a
         Participant and Participant's Beneficiary under the Plan are in
         addition to any other benefits available to such Participant under any
         other plan or program for employees of the Employer. The Plan shall
         supplement and shall not supersede, modify or amend any other such plan
         or program except as may otherwise be expressly provided.

                                   ARTICLE 14
                                CLAIMS PROCEDURES

14.1     PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
         Participant (such Participant or Beneficiary being referred to below as
         a "Claimant") may deliver to the Committee a written claim for a
         determination with respect to the amounts distributable to such
         Claimant from the Plan. If such a claim relates to the contents of a
         notice


                                       21
<PAGE>
         received by the Claimant, the claim must be made within 60 days after
         such notice was received by the Claimant. All other claims must be made
         within 180 days of the date on which the event that caused the claim to
         arise occurred. The claim must state with particularity the
         determination desired by the Claimant.

14.2     NOTIFICATION OF DECISION. The Committee shall consider a Claimant's
         claim within a reasonable time, and shall notify the Claimant in
         writing:

         (a)      that the Claimant's requested determination has been made, and
                  that the claim has been allowed in full; or

         (b)      that the Committee has reached a conclusion contrary, in whole
                  or in part, to the Claimant's requested determination, and
                  such notice must set forth in a manner calculated to be
                  understood by the Claimant:

                  (i)      the specific reason(s) for the denial of the claim,
                           or any part of it;

                  (ii)     specific reference(s) to pertinent provisions of the
                           Plan upon which such denial was based;

                  (iii)    a description of any additional material or
                           information necessary for the Claimant to perfect the
                           claim, and an explanation of why such material or
                           information is necessary; and

                  (iv)     an explanation of the claim review procedure set
                           forth in Section 14.3 below.

14.3     REVIEW OF A DENIED CLAIM. Within 60 days after receiving a notice from
         the Committee that a claim has been denied, in whole or in part, a
         Claimant (or the Claimant's duly authorized representative) may file
         with the Committee a written request for a review of the denial of the
         claim. Thereafter, but not later than 30 days after the review
         procedure began, the Claimant (or the Claimant's duly authorized
         representative):

         (a)      may review pertinent documents;

         (b)      may submit written comments or other documents; and/or

         (c)      may request a hearing, which the Committee, in its sole
                  discretion, may grant.

14.4     DECISION ON REVIEW. The Committee shall render its decision on review
         promptly, and not later than 60 days after the filing of a written
         request for review of the denial, unless a hearing is held or other
         special circumstances require additional time, in which case the
         Committee's decision must be rendered within 120 days after such date.
         Such decision must be written in a manner calculated to be understood
         by the Claimant, and it must contain:



                                       22
<PAGE>
         (a)      specific reasons for the decision;

         (b)      specific reference(s) to the pertinent Plan provisions upon
                  which the decision was based; and

         (c)      such other matters as the Committee deems relevant.

14.5     LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
         this Article 14 is a mandatory prerequisite to a Claimant's right to
         commence any legal action with respect to any claim for benefits under
         this Plan.

                                   ARTICLE 15
                                      TRUST

15.1     ESTABLISHMENT OF THE TRUST. The Company shall establish the Trust, and
         the Employer shall at least annually transfer over to the Trust such
         assets as the Employer determines, in its sole discretion, are
         necessary to provide, on a present value basis, for its respective
         future liabilities created with respect to the Annual Deferral Amounts,
         Annual Performance Based Matching Amounts, and 401(k) Restoration
         Matching Amounts for Employer's Participants for all periods prior to
         the transfer, as well as any debits and credits to the Participants'
         Account Balances for all periods prior to the transfer, taking into
         consideration the value of the assets in the trust at the time of the
         transfer.

15.2     INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan
         and the Plan Agreement shall govern the rights of a Participant to
         receive distributions pursuant to the Plan. The provisions of the Trust
         shall govern the rights of the Employer, Participants and the creditors
         of the Employer to the assets transferred to the Trust. The Employer
         shall at all times remain liable to carry out its obligations under the
         Plan.

15.3     DISTRIBUTIONS FROM THE TRUST. The Employer's obligations under the Plan
         may be satisfied with Trust assets distributed pursuant to the terms of
         the Trust, and any such distribution shall reduce the Employer's
         obligations under this Plan.

                                   ARTICLE 16
                                  MISCELLANEOUS

16.1     STATUS OF PLAN. The Plan is intended to be a plan that is not qualified
         within the meaning of Code Section 401(a) and that "is unfunded and is
         maintained by an employer primarily for the purpose of providing
         deferred compensation for a select group of management or highly
         compensated employee" within the meaning of ERISA Sections 201(2),
         301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted
         to the extent possible in a manner consistent with that intent.

16.2     UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries,
         heirs, successors and assigns shall have no legal or equitable rights,
         interests or claims in any property or assets of the Employer. For
         purposes of the payment of benefits under this Plan, any and all of the
         Employer's assets shall be, and remain, the general, unpledged
         unrestricted assets of the Employer. The Employer's obligation under
         the Plan shall be merely that of an unfunded and unsecured promise to
         pay money in the future.


                                       23
<PAGE>
16.3     EMPLOYER'S LIABILITY. The Employer's liability for the payment of
         benefits shall be defined only by the Plan and the Plan Agreement, as
         entered into between the Employer and a Participant. The Employer shall
         have no obligation to a Participant under the Plan except as expressly
         provided in the Plan and his or her Plan Agreement.

16.4     NONASSIGNABILITY. Neither a Participant nor any other person shall have
         any right to commute, sell, assign, transfer, pledge, anticipate,
         mortgage or otherwise encumber, transfer, hypothecate, alienate or
         convey in advance of actual receipt, the amounts, if any, payable
         hereunder, or any part thereof, which are, and all rights to which are
         expressly declared to be, unassignable and non-transferable. No part of
         the amounts payable shall, prior to actual payment, be subject to
         seizure, attachment, garnishment or sequestration for the payment of
         any debts, judgments, alimony or separate maintenance owed by a
         Participant or any other person, be transferable by operation of law in
         the event of a Participant's or any other person's bankruptcy or
         insolvency or be transferable to a spouse as a result of a property
         settlement or otherwise.

16.5     NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan
         shall not be deemed to constitute a contract of employment between the
         Employer and the Participant. Such employment is hereby acknowledged to
         be an "at will" employment relationship that can be terminated at any
         time for any reason, or no reason, with or without cause, and with or
         without notice, unless expressly provided in a written employment
         agreement. Nothing in this Plan shall be deemed to give a Participant
         the right to be retained in the service of the Employer, either as an
         Employee or a Director, or to interfere with the right of the Employer
         to discipline or discharge the Participant at any time.

16.6     FURNISHING INFORMATION. A Participant or his or her Beneficiary will
         cooperate with the Committee by furnishing any and all information
         requested by the Committee and take such other actions as may be
         requested in order to facilitate the administration of the Plan and the
         payments of benefits hereunder, including but not limited to taking
         such physical examinations as the Committee may deem necessary.

16.7     TERMS. Whenever any words are used herein in the masculine, they shall
         be construed as though they were in the feminine in all cases where
         they would so apply; and whenever any words are used herein in the
         singular or in the plural, they shall be construed as though they were
         used in the plural or the singular, as the case may be, in all cases
         where they would so apply.

16.8     CAPTIONS. The captions of the articles, sections and paragraphs of this
         Plan are for convenience only and shall not control or affect the
         meaning or construction of any of its provisions.

16.9     GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be
         construed and interpreted according to the internal laws of the State
         of California without regard to its conflicts of laws principles.

16.10    NOTICE. Any notice or filing required or permitted to be given to the
         Committee under this Plan shall be sufficient if in writing and
         hand-delivered, or sent by registered or certified mail, to the address
         below:


                                       24
<PAGE>
                                   WESTCORP
                                   Attention:  Administrative Committee
                                   23 Pasteur Road
                                   Irvine, CA  92715


         Such notice shall be deemed given as of the date of delivery or, if
         delivery is made by mail, as of the date shown on the postmark on the
         receipt for registration or certification.

         Any notice or filing required or permitted to be given to a Participant
         under this Plan shall be sufficient if in writing and hand-delivered,
         or sent by mail, to the last known address of the Participant.

16.11    SUCCESSORS. The provisions of this Plan shall bind and inure to the
         benefit of the Employer and its successors and assigns and the
         Participant and the Participant's designated Beneficiaries.

16.12    SPOUSE'S INTEREST. The interest in the benefits hereunder of a spouse
         of a Participant who has predeceased the Participant shall
         automatically pass to the Participant and shall not be transferable by
         such spouse in any manner, including but not limited to such spouse's
         will, nor shall such interest pass under the laws of intestate
         succession.

16.13    VALIDITY. In case any provision of this Plan shall be illegal or
         invalid for any reason, said illegality or invalidity shall not affect
         the remaining parts hereof, but this Plan shall be construed and
         enforced as if such illegal or invalid provision had never been
         inserted herein.

16.14    INCOMPETENT. If the Committee determines in its discretion that a
         benefit under this Plan is to be paid to a minor, a person declared
         incompetent or to a person incapable of handling the disposition of
         that person's property, the Committee may direct payment of such
         benefit to the guardian, legal representative or person having the care
         and custody of such minor, incompetent or incapable person. The
         Committee may require proof of minority, incompetence, incapacity or
         guardianship, as it may deem appropriate prior to distribution of the
         benefit. Any payment of a benefit shall be a payment for the account of
         the Participant and the Participant's Beneficiary, as the case may be,
         and shall be a complete discharge of any liability under the Plan for
         such payment amount.

16.15    COURT ORDER. The Committee is authorized to make any payments directed
         by court order in any action in which the Plan or the Committee has
         been named as a party. In addition, if a court determines that a spouse
         or former spouse of a Participant has an interest in the Participant's
         benefits under the Plan in connection with a property settlement or
         otherwise, the Committee, in its sole discretion, shall have the right,
         notwithstanding any election made by a Participant, to immediately
         distribute the spouse's or former spouse's interest in the
         Participant's benefits under the Plan to that spouse or former spouse.

16.16    DISTRIBUTION IN THE EVENT OF TAXATION.

         (a)      IN GENERAL. If, for any reason, all or any portion of a
                  Participant's benefits under this Plan becomes taxable to the
                  Participant prior to receipt, a Participant may petition the
                  Committee before a Change in Control, or the Administrator of
                  the


                                       25
<PAGE>
                  Trust after a Change in Control, for a distribution of that
                  portion of his or her benefit that has become taxable. Upon
                  the grant of such a petition, which grant shall not be
                  unreasonably withheld (and, after a Change in Control, shall
                  be granted), the Employer shall distribute to the Participant
                  immediately available funds in an amount equal to the taxable
                  portion of his or her benefit (which amount shall not exceed a
                  Participant's unpaid Account Balance under the Plan). If the
                  petition is granted, the tax liability distribution shall be
                  made within 90 days of the date when the Participant's
                  petition is granted. Such a distribution shall affect and
                  reduce the benefits to be paid under this Plan.

         (b)      TRUST. If the Trust terminates in accordance with its terms
                  and benefits are distributed from the Trust to a Participant
                  in accordance therewith, the Participant's benefits under this
                  Plan shall be reduced to the extent of such distributions.

16.17    INSURANCE. The Employer, on their own behalf or on behalf of the
         trustee of the Trust, and, in their sole discretion, may apply for and
         procure insurance on the life of the Participant, in such amounts and
         in such forms as the Trust may choose. The Employer or the trustee of
         the Trust, as the case may be, shall be the sole owner and beneficiary
         of any such insurance. The Participant shall have no interest
         whatsoever in any such policy or policies, and at the request of the
         Employer shall submit to medical examinations and supply such
         information and execute such documents as may be required by the
         insurance company or companies to whom the Employer has applied for
         insurance.

16.18    LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL. The Company and
         the Employer is aware that upon the occurrence of a Change in Control,
         the Board or the board of directors of the Employer (which might then
         be composed of new members) or a shareholder of the Company or the
         Employer, or of any successor corporation might then cause or attempt
         to cause the Company, the Employer or such successor to refuse to
         comply with its obligations under the Plan and might cause or attempt
         to cause the Company or the Employer to institute, or may institute,
         litigation seeking to deny Participants the benefits intended under the
         Plan. In these circumstances, the purpose of the Plan could be
         frustrated. Accordingly, if, following a Change in Control, it should
         appear to any Participant that the Company, the Employer or any
         successor corporation has failed to comply with any of its obligations
         under the Plan or any agreement thereunder or, if the Company, such
         Employer or any other person takes any action to declare the Plan void
         or unenforceable or institutes any litigation or other legal action
         designed to deny, diminish or to recover from any Participant the
         benefits intended to be provided, then the Company and the Employer
         irrevocably authorize such Participant to retain counsel of his or her
         choice at the expense of the Company and the Employer (who shall be
         jointly and severally liable) to represent such Participant in
         connection with the initiation or defense of any litigation or other
         legal action, whether by or against the Company, the Employer or any
         director, officer, shareholder or other person affiliated with the
         Company, the Employer or any successor thereto in any jurisdiction.


                                       26
<PAGE>
IN WITNESS WHEREOF, the Company has signed this Plan document as of __________,
2000.


                                         "Company"
                                         WESTCORP, a California corporation


                                         By: __________________________________
                                         Title: _______________________________


                                       27