EXHIBIT 10.10.4

                                    WESTCORP

              EMPLOYEE STOCK OWNERSHIP PLAN AND SALARY SAVINGS PLAN

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

                               AMENDMENT NO. FOUR

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 three 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 May 27, 2003, as follows:

         1.       Section 4.5 is hereby amended in its entirety to read as
                  follows:

                  "4.5 Except as provided in Article XIX and pursuant to such
                  rules and procedures as may be prescribed by the Committee,
                  Participants and Beneficiaries may direct the investment of
                  the assets in some or all of their Accounts. In order to
                  facilitate the administration and operation of the Plan and
                  the execution of such investment directions, the Committee, in
                  its absolute discretion, may adopt rules and procedures that
                  prohibit excessive trading or trading which adversely affects
                  the liquidity of the unitized Company stock account maintained
                  by the Plan, both as reasonably determined by the Committee in
                  its absolute discretion. Such rules may include, without
                  limitation, limits on (i) the frequency that a Participant or
                  Beneficiary may provide investment directions, (ii) the number
                  of investment directions that a Participant or Beneficiary may
                  give during any period determined by the Committee, (iii) the
                  number of units or dollar value of the unitized Company stock
                  account which may be traded in any period determined by the
                  Committee, or the imposition of restrictions upon the method
                  that a Participant or Beneficiary may utilize in giving such
                  investment directions. In addition, Participant and
                  Beneficiary investment directions shall be subject to the
                  limitations



                  regarding transfers imposed by the individual investment
                  options made available to Participants and Beneficiaries under
                  the Plan.

                  The Plan is intended to constitute a plan described in ERISA
                  Section 404(c) and 29 CFR Section 2550.404c-1. It is intended
                  that the fiduciaries of the Plan shall be relieved of
                  liability for any losses which are the direct and necessary
                  result of investment instructions given by a Participant or
                  Beneficiary."

         2.       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 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.

IN WITNESS WHEREOF, the Administrative Committee of the Westcorp Employee Stock
Ownership Plan and Salary Savings Plan has adopted this Amendment No. Four on
this 27th day of May, 2003.

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

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