EXHIBIT 10.10.8
WESTCORP EMPLOYEE STOCK
OWNERSHIP PLAN AND SALARY SAVINGS PLAN
(As Amended and Restated Effective as of January 1, 2001)
AMENDMENT NO. EIGHT
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 seven
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 to provide certain clarifications.
NOW, THEREFORE, pursuant to resolutions adopted by the Plan's
Administrative Committee, the Plan is hereby amended, effective as of January 1,
2004, unless otherwise stated, as follows:
I. Section 5.3(b) of the Plan is amended as follows to switch the Plan from
prior year to current year Average Deferral Percentage Testing:
(b) The requirements of this Paragraph (b) are satisfied if the
Average Deferral Percentage for Highly Compensated Employees
for the Plan year is not more than the Average Deferral
Percentage for all other Covered Employees for the same Plan
Year, multiplied by 1.25.
II. Section 5.7(b) of the Plan is amended as follows to switch the Plan from
prior year to current year Average Contribution Percentage Testing:
(b) The requirements of this Paragraph (b) are satisfied if the
Average Contribution Percentage for Highly Compensated
Employees for the Plan year is not more than the Average
Contribution Percentage for all other Covered Employees for
the same Plan Year, multiplied by 1.25.
III. Effective January 1, 2002, Section 14.3(b) of the Plan is amended to
update the Plan's appeal procedures, by restating that section to read in
its entirety as follows:
14.3 Appeals.
(b) The appeal must be made, in writing-
(i) In the case where the clam is expressly rejected,
within sixty (60) days after the date of notice of
the decision with respect to the application, or
(ii) In the case where the claim has neither been
approved nor denied within the applicable period
provided in Section 14.1 above, within sixty (60)
days after the expiration of the period.
IV. Effective January 1, 2002, Section 14.3(b) of the Plan is amended to
update the Plan's appeal procedures, by restating that section to read in
its entirety as follows:
14.4 Denial of Appeals: Any claimant who has been denied a benefit
by decision of the Administrative Committee pursuant to
Section 14.3 of the Plan shall be provided, upon request and
free of charge, reasonable access to, and copies of, all
documents, records and other information relevant to the
Claimant's claim for benefits. A document, record, or other
information is relevant to a claim for benefits if it
(a) was relied upon in making the benefit determination;
(b) was submitted, considered, or generated in the course of
making the benefit determination, without regard to whether
such document, record, or other information was relied upon in
making the benefit determination; or
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(c) demonstrates compliance with administrative process and
safeguards in making the benefit determination.
V. Effective January 1, 2002, Section 14.3(b) of the Plan is amended to
update the Plan's appeal procedures, by restating that section to read in
its entirety as follows:
14.5 Exhaustion of Remedies. No legal action for benefits under the
Plan may be brought unless and until the Claimant has
exhausted his remedies under this Article XIV.
VI. Under no circumstances shall the provisions of this Amendment No. 8
("Amendment") be interpreted or implemented in a manner which results in a
reduction or elimination of any benefit that is protected under Internal
Revenue Code (the "Code") section 411(d)(6) or the corresponding
provisions of Title I of the Employee Retirement Income Security Act of
1974 ("ERISA").
VII. Intent and Effect of Amendment. In adopting this Amendment, the Employer's
intent is to maintain the qualified status of the Plan. Accordingly, the
provision of this Amendment shall be interpreted in a manner consistent
with the continued qualification of the Plan. If any provision of this
Amendment is determined to be inconsistent with such intent, such
provision shall be deemed to be further amended in a manner designed to
reasonably accommodate the changes contemplated by this Amendment, but
which will maintain the qualification of the Plan. Further, if any
provision of the Plan not specifically amended by this Amendment is
affected thereby, such provision shall be deemed to be amended in a manner
consistent with the changes made in this Amendment, and consistent with
the requirements of the Code and ERISA.
IN WITNESS WHEREOF, the Administrative Committee of the Westcorp Employee Stock
Ownership Plan and Salary Savings Plan has adopted this Amendment No. Eight on
this 30th day of December, 2004.
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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