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                                                                 EXHIBIT 10.16.6

                                    WESTCORP

              EMPLOYEE STOCK OWNERSHIP PLAN AND SALARY SAVINGS PLAN

            (As Amended and Restated Effective as of January 1, 2001)

                                AMENDMENT NO. SIX

WHEREAS, WESTCORP, a California corporation (the "Company") established the
Westcorp Employee Stock Ownership Plan and Salary Savings Plan (the "Plan"),
effective as of January 1, 1975, for the benefit of its eligible employees and
their beneficiaries; and

WHEREAS, the Company adopted the 2001 Restatement of the Plan effective as of
January 1, 2001 and the Plan was amended thereafter on five separate occasions;
and

WHEREAS, Section 17.1 of the Plan gives the Administrative Committee of the Plan
the authority to amend the Plan; and

WHEREAS, the Administrative Committee has determined that it is in the best
interest of the Plan's participants and their beneficiaries that the Plan be
amended as set forth herein.

NOW, THEREFORE, pursuant to resolutions adopted by the Plan's Administrative
Committee, the Plan is hereby amended effective as of November 1, 2003 as
follows:

1. Section 2.1 is hereby amended in its entirety to read as follows:

      "Account. "Account" or "Accounts" shall mean the following Accounts
      maintained for each Participant:

      (a)   Salary Savings Contribution Account,

      (b)   Rollover Account,

      (c)   ESOP Contribution Account,

      (d)   ESOP Dividend Received Account,

      (e)   ESOP Dividend Reinvestment Account, and

      (f)   Employer Matching Contribution Account."
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2. Section 2.13 is hereby amended in its entirety to read as follows:

      "Company. "Company" or "Employer" shall mean Westcorp and any other
      Affiliated Companies (or similar entities) which may be included within
      the coverage of the Plan with the consent of the Administrative
      Committee."

3. Subsections 4.7(b) and (c) and (d) are hereby amended in their entirety to
read as follows:

      "(b) Each Participant, or, in the event of his death, his Beneficiary,
      shall have the right to instruct the Trustee in writing as to the manner
      in which to vote the vested and unvested shares of Company Stock allocated
      to his ESOP Contribution Account and ESOP Dividend Reinvestment Account
      and his proportionate share of the shares of Company Stock allocated to
      all Participants' ESOP Contribution Accounts and ESOP Dividend
      Reinvestment Accounts for which other Participants have not given timely
      instructions regarding voting to the Trustee as described herein, at any
      shareholders' meeting of the Company.

      The Company shall use its best efforts to timely distribute or cause to be
      distributed to each Participant or Beneficiary the information distributed
      to shareholders of the Company in connection with any such shareholders'
      meeting, together with a form requesting confidential instructions to the
      Trustee on how such shares of Company Stock shall be voted on each such
      matter. Upon timely receipt of such instructions, the Trustee shall, on
      each such matter, vote as directed the appropriate number of shares
      (including fractional shares) of Company Stock.

      Except as otherwise required by applicable law, the instructions received
      by the Trustee from Participants or Beneficiaries shall be held by the
      Trustee in strict confidence and shall not be divulged to any person,
      including employees, officers and directors of the Company or any
      Affiliated Company; provided however, that to the extent necessary for the
      operation of the Plan, such instructions may be relayed by the Trustee to
      a recordkeeper, auditor or other persons providing services to the Plan if
      such person (i) is not the Company, an Affiliated Company, or any
      employee, officer or director thereof, and (ii) agrees not to divulge such
      directions to any other person, including employees, officers and
      directors of the Company or any Affiliated Company.


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      An individuals proportionate share of unvoted shares of Company Stock for
      purposes of the first paragraph of this Section 4.7(b) shall be a
      fraction, the numerator of which shall be the number of shares held in
      such individual's ESOP Contribution and ESOP Dividend Reinvestment
      Accounts and the denominator of which shall be the aggregate number of
      shares held in all such ESOP Contribution and ESOP Dividend Reinvestment
      Accounts for which timely instructions are provided to the Trustee.

      (c) Each Participant, or in the event of his death, his Beneficiary, shall
      have the right to instruct the Trustee in writing as to the manner in
      which to respond to a tender or exchange offer with respect to the shares
      of Company Stock allocated to his ESOP Contribution and ESOP Dividend
      Reinvestment Accounts. The Company shall use its best efforts to timely
      distribute or cause to be distributed to each Participant or Beneficiary
      the information distributed to shareholders of the Company in connection
      with any such tender or exchange offer, together with a form requesting
      confidential instructions to the Trustee on how to respond to such tender
      or exchange offer.

      Upon timely receipt of such instructions, the Trustee shall respond as
      directed with respect to such shares of Company Stock. If, and to the
      extent that, the Trustee shall not have received timely instructions from
      any individual given an right to instruct the Trustee with respect to
      shares of Company Stock by the first sentence of this Section 4.7(c), such
      individual shall be deemed to have timely instructed the Trustee not to
      tender or exchange such shares of Company Stock.

      Except as otherwise required by applicable law, the instructions received
      by the Trustee from Participants or Beneficiaries shall be held by the
      Trustee in strict confidence and shall not be divulged to any person,
      including employees, officers and directors of the Company or any
      Affiliated Company; provided however, that to the extent necessary for the
      operation of the Plan, such instructions may be relayed by the Trustee to
      a recordkeeper, auditor or other persons providing services to the Plan if
      such person (i) is not the Company, an Affiliated Company, or any
      employee, officer or director thereof, and (ii) agrees not to divulge such


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      directions to any other person, including employees, officers and
      directors of the Company or any Affiliated Company.

      (d) Each Participant shall be entitled to the diversification rights
      described in subsections (1) and (2) of this section 4.7(d) whichever will
      yield the greater number of stock to be diversified. Diversification
      rights shall apply to Company Stock allocated to the Participant's ESOP
      Contribution and ESOP Dividend Reinvestment Accounts after December 31,
      1986.

            (1)   Each Participant will have the diversification rights
                  described in this subsection 4.7(d)(1) beginning with the
                  first Plan Year in which the Participant has both attained age
                  thirty-five (35) and has completed ten (10) years of
                  participation in the Plan.

                  (i)   In the Plan Year in which the Participant has both
                        attained age thirty-five (35) and completed ten (10)
                        years of participation in the Plan, such Participant may
                        elect to transfer an amount of up to ten percent (10%)
                        of his combined applicable ESOP Contribution and ESOP
                        Dividend Reinvestment Accounts to the investment options
                        provided under the Plan for Participants' Salary Savings
                        Contribution Accounts.

                  (ii)  Each Plan Year thereafter, such Participant may elect to
                        transfer an additional ten percent (10%) of his combined
                        applicable ESOP Contribution and ESOP Dividend
                        Reinvestment Accounts to the investment options provided
                        under the Plan for Participants' Salary Savings
                        Contribution Accounts. For these purposes, stock
                        previously diversified is taken into account for
                        purposes of determining the number of shares in the
                        Participant's combined applicable ESOP Contribution and
                        ESOP Dividend Reinvestment Accounts. The diversification
                        rights granted in this subsection (1) are not
                        cumulative, i.e., if a Participant does not elect to
                        diversify any Company Stock, or diversifies


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                        less than the number of shares which such Participant is
                        eligible to diversify, in a year in which the
                        Participant is eligible to do so, he may not diversify
                        more than ten percent (10%) of his combined applicable
                        ESOP Contribution and ESOP Dividend Reinvestment
                        Accounts in a subsequent Plan Year.

                  (iii) A diversification election for a Plan Year must be made
                        in writing and filed with the Administrative Committee
                        on or before March 31 of the following Plan Year.

            (2)   Each Participant shall have the diversification rights
                  described in this subsection 4.7(d)(2) beginning with the
                  first Plan Year in which the Participant as both attained age
                  fifty-five (55) and completed ten (10) years of Participation
                  in the Plan. For purposes of determining the number of shares
                  in the Participant's combined applicable ESOP Contribution and
                  ESOP Dividend Reinvestment Accounts, shares previously
                  diversified pursuant to subsection 4.7(d)(1) are taken into
                  account. For purposes of determining shares previously
                  diversified under this Section 4.7(d)(2), shares diversified
                  pursuant to subsection 4.7(d)(1) are not taken into account.

                  (i)   For each of the first five (5) Plan Years the
                        Participant may elect to transfer an amount up to
                        twenty-five percent (25%) of his combined applicable
                        ESOP Contribution and ESOP Dividend Reinvestment
                        Accounts, less any amounts previously diversified under
                        this Section 4.7(d)(2), to the investment options
                        provided under the Plan for Participants' Salary Savings
                        Contribution Accounts.

                  (ii)  For the sixth (6th) Plan Year, the Participant may elect
                        to transfer an amount up to fifty (50%) of his combined
                        applicable ESOP Contribution and ESOP Dividend
                        Reinvestment Accounts, less any amounts previously


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                        diversified under this subsection 4.7(d)(2), to other
                        investment options provided under the Plan for
                        Participants' Salary Savings Contribution Accounts.

                  (iii) A diversification election for a Plan Year must be made
                        in writing and filed with the Administrative Committee
                        within ninety (90) days after the close of such Plan
                        Year.

            (3)   The proceeds resulting from a diversification election shall
                  be transferred to the Participant's Salary Savings
                  Contribution Account."

4. Section 4.7 is hereby amended to add a new subsection 4.7(e) to read as
follows:

      "(e) ESOP Dividend Elections.

                  (i) The election provided in this subsection 4.7(e) shall
                  apply only to cash dividends paid by the Company on Company
                  Stock credited to the ESOP Contribution Accounts and ESOP
                  Dividend Reinvestment Accounts of Participants ("ESOP
                  Dividends"). As soon as administratively feasible after the
                  Plan's receipt of an ESOP Dividend, such dividend shall be
                  allocated to Participants' ESOP Dividend Received Accounts.
                  With respect to an ESOP Dividend, the allocation to each
                  Participant's ESOP Dividend Received Account shall be in an
                  amount equal to the cash dividend paid on Company Stock
                  credited to that Participant's ESOP Contribution and ESOP
                  Dividend Reinvestment Accounts as determined by the
                  Administrative Committee as of the record date of the
                  dividend. The "ESOP Dividend Received Account" of a
                  Participant shall mean a Participant's individual account in
                  the Trust Fund in which is held his or her allocated share of
                  ESOP Dividends pending the implementation of the Participant's
                  ESOP Dividend Election as described in this subsection 4.7(e).

                  (ii) Subject to the provisions of this subsection 4.7(e),
                  Participants shall have the right to elect to (a) receive a
                  cash payment from the Plan equal to the ESOP Dividends
                  received by the Plan with respect to that number of shares of
                  Company Stock credited to their ESOP Contribution


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                  Accounts and ESOP Dividend Reinvestment Accounts as determined
                  by the Administrative Committee as of the record date of such
                  a dividend (a "Cash Payment Election") or (b) direct that such
                  dividends be reinvested in Company Stock which shall be
                  credited to their ESOP Dividend Reinvestment Accounts (a
                  "Reinvestment Election"). Such an election shall be referred
                  to herein as an ESOP Dividend Election. The "ESOP Dividend
                  Reinvestment Account" of a Participant shall mean a
                  Participant's individual account in the Trust Fund in which is
                  held his or her allocated share of Company Stock and cash, as
                  determined pursuant to subsection 4.7(e)(vii) below,
                  attributable to ESOP Dividends for which such Participant made
                  a Reinvestment Election.

                  (iii) A Participant's ESOP Dividend Election shall be
                  irrevocable as of Noon Pacific Standard Time on the day
                  preceding the date such a dividend is paid by the Company.

                  (iv) Subject to the provisions of the preceding paragraph, a
                  Participant may make an ESOP Dividend Election at any time on
                  a form provided by the Administrative Committee for such
                  purpose or by such other means as may be determined by the
                  Administrative Committee and such election shall apply to all
                  ESOP Dividends paid by the Company after the date such
                  election is received by the Company's Human Resources
                  Department unless the Participant submits a new ESOP Dividend
                  Election.

                  (v) If a Participant does not submit a valid ESOP Dividend
                  Election on the form or using other means as may be determined
                  by the Administrative Committee for such purpose so that it is
                  received by the Company's Human Resources Department on or
                  before the date and time specified in subsection (iii) above,
                  the Participant shall be deemed to have made a Reinvestment
                  Election.

                  (vi) Participants shall at all times be 100% vested in balance
                  of their ESOP Dividend Reinvestment and ESOP Dividend Received
                  Accounts.

                  (vii) The aggregate of all ESOP Dividends received by the Plan
                  for which Participants have made Reinvestment Elections shall
                  be invested in


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                  whole shares of Company Stock as soon as administratively
                  feasible following the date on which such elections become
                  irrevocable. No fractional shares shall be purchased. If the
                  Committee determines that it is not prudent to purchase all of
                  such shares on the same day and at the same price, all of such
                  shares will be deemed to have been purchased at the Average
                  Share Price of such shares. The Average Share Price shall be
                  determined by dividing the aggregate purchase price of such
                  shares by the number of such shares. Such shares and any cash
                  remaining out of such ESOP Dividends shall be allocated to the
                  ESOP Dividend Reinvestment Accounts of those Participants who
                  made a Reinvestment Election with respect to such ESOP
                  Dividend in the same proportion as each Participant's ESOP
                  Dividend bears to the aggregate ESOP Dividend of all
                  Participant's ESOP Dividend's for which a Reinvestment
                  Election was made.

                  (viii) The amount allocated to a Participant's ESOP Dividend
                  Received Account with respect to an ESOP Dividend for which
                  such Participant has made a Cash Payment Election shall be
                  paid out of such account to the Participant as soon as
                  administratively feasible following the date upon which such
                  election becomes irrevocable with respect to such dividend."

5. Section 7.3 is hereby amended in its entirety to read as follows:

      "Fully Vested Accounts. A Participant shall always be one hundred percent
      (100%) vested in his Salary Savings Contribution, Rollover Contribution,
      ESOP Dividend Received, ESOP Dividend Reinvestment and Hammond Company
      Matching Accounts."

6. Subsection 8.9(d)(ii) is hereby amended in its entirety to read as follows:

      "The Participant has obtained all distributions, other than Hardship
      Distributions, and all nontaxable loans currently available under all
      tax-qualified retirement plans maintained by the Company and has made a
      Cash Payment Election pursuant to Section 4.7(d) of this Plan with respect
      to all ESOP Dividends currently available.


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7. In adopting this Amendment, the Company's intent is to maintain the qualified
status of the Plan and the tax exemption of its related trust under the Code.
Accordingly, the provisions of this Amendment shall be interpreted in a manner
consistent with the continued qualification of the Plan and the tax exemption of
the trust. Additionally, nothing in this Amendment shall be deemed or be applied
to reduce or eliminate any benefit that is protected under section 411(d)(6) of
the Code or the corresponding provisions of Title I of the Employee Retirement
Income Security Act of 1974. The approval and adoption of this amendment is
conditioned upon receipt of a determination letter from the Internal Revenue
Service that the Plan, as amended herein, meets the requirements of Section
401(a) of the Internal Revenue Code of 1986, as amended.

IN WITNESS WHEREOF, the Administrative Committee of the Westcorp Employee Stock
Ownership Plan and Salary Savings Plan has adopted this Amendment No. Six on the
_______ day of October, 2003.

                                   ADMINISTRATIVE COMMITTEE OF THE
                                   WESTCORP EMPLOYEE STOCK OWNERSHIP
                                   PLAN AND SALARY SAVINGS PLAN


                                   By:
                                       -----------------------------------------
                                          Shaunna Monticelli, Chairman
                                          Administrative Committee
                                          Westcorp Employee Stock Ownership Plan
                                          and Salary Savings Plan


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