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                                                                 EXHIBIT 10.10.6



                                    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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