Westcorp Esop and Salary Savings Plan Participation Agreement Sample Contracts

RECITALS
Westcorp Esop and Salary Savings Plan Participation Agreement • March 14th, 2005 • WFS Financial Inc • Personal credit institutions

THIS FIRST AMENDMENT TO THE WESTCORP ESOP AND SALARY SAVINGS PLAN PARTICIPATION AGREEMENT, among Westcorp, a California corporation, (hereinafter referred to as the "the Plan Sponsor"), and the following subsidiaries: Western Financial Associate Solutions, a California corporation, Western Financial Bank, a federally chartered savings bank, WFS Financial Inc, a California corporation, WestFin Insurance Agency, Inc., a California corporation, WFS Receivables Corporation, a Nevada corporation, and Westran Services corporation, a California corporation (each individually referred to as "Subsidiary" and collectively referred to as "Subsidiaries"), and the Administrative committee, on behalf of the Westcorp ESOP and Salary Savings Plan (the "Plan"), is effective as of December 1, 2004.

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