First Amendment to Westcorp Executive Deferral Plan V Participation Agreement (Addition of WFS Receivables Corporation 3)

Summary

This amendment adds WFS Receivables Corporation 3 as a participating subsidiary to the Westcorp Executive Deferral Plan V, effective December 1, 2004. The agreement is between Westcorp, several of its subsidiaries, and the plan's administrative committee. All other terms of the original participation agreement remain unchanged. The amendment formalizes WFS Receivables Corporation 3's eligibility and agreement to participate in the plan, as approved by its board and the plan's administrative committee.

EX-10.41.1 18 a06512exv10w41w1.txt EXHIBIT 10.41.1 EXHIBIT 10.41.01 FIRST AMENDMENT TO THE WESTCORP EXECUTIVE DEFERRAL PLAN V PARTICIPATION AGREEMENT THIS FIRST AMENDMENT TO THE WESTCORP EXECUTIVE DEFERRAL PLAN V PARTICIPATOIN 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 Executive Deferral Plan V (the "Plan"), is effective as of December 1, 2004. RECITALS WHEREAS, the parties have entered into a Westcorp Executive Deferral Plan V Participation Agreement, effective as January 1, 2004. ("Agreement"). WHEREAS, the parties desire to amend the Agreement to include WFS Receivables Corporation 3, a California corporation, as a "Subsidiary" to the Agreement; WHEREAS, WFS Receivables Corporation 3, and has been appoved as such by the Administrative Committee pursuant to Article 2.1 of the Plan as an entity eligible to sponsor the Plan; and WHEREAS, WFS Receivables Corporation 3, pursuant to resolutions adopted by its Board of Directors, has accepted its designation as an entity eligible to sponson the Plan, and has specifically indicated its desire to adopt the Plan and be bound by its terms. NOW, THEREFORE, in consideration of the mutual covenants and promises contained in the Agreement and in this Addendum and for other good and sufficient consideration, the Agreement is amended as follows: AGREEMENT WFS Receivables Corporation 3 is included as a Subsidiary to the Agreement effective as of December 1, 2004. Except as amended specifically herein, all terms and conditions of the Agreement shall remain in full force and effect. All capitalized terms not herein defined shall have the same meaning as set forth in the Agreement. This Amendment may be executed in any number of counterparts and by separate parties hereto on separate counterparts, each of which when executed shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. 1 IN WITNESS WHEREOF, the undersigned have executed this Amendment on the date set forth below. WESTCORP By:______________________________________ Date: ___________, 2004 Thomas A. Wolfe, President WESTERN FINANCIAL ASSOCIATE SOLUTIONS By:______________________________________ Date: ___________, 2004 Karen Marchak, President WESTERN FINANCIAL BANK By:______________________________________ Date: ___________, 2004 Thomas A. Wolfe, President WESTFIN INSURANCE AGENCY, INC. By:______________________________________ Date: ___________, 2004 Thomas A. Wolfe, President WFS RECEIVABLES CORPORATION By:______________________________________ Date: ___________, 2004 John Coluccio, President WESTRAN SERVICES CORPORATION By:______________________________________ Date: ___________, 2004 Shelley M. Chase, President WESTCORP EXECUTIVE DEFERRAL PLAN V By:______________________________________ Date: ___________, 2004 Shaunna Monticelli on behalf of the Administrative Committee for the Plan WFS RECEIVABLES CORPORATION 3 By:______________________________________ Date: ___________, 2004 Keith Ford, Assistant Vice President