WESTCORP /CA/
EXHIBIT 10.19.1
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<TYPE>EX-10.19.1
<SEQUENCE>14
<FILENAME>a80101orex10-19_1.txt
<DESCRIPTION>EXHIBIT 10.19.1
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                                                                 Exhibit 10.19.1

                             FIRST AMENDMENT TO THE

                        SHORT TERM INVESTMENT AGREEMENT

This FIRST AMENDMENT ("Amendment") is dated as of January 1, 2002, by and
between WFS FINANCIAL INC, a California corporation ("WFS"), and WESTERN
FINANCIAL BANK, a federally chartered savings bank fka Western Financial Savings
Bank. F.S.B. (the "Bank"), and amends the SHORT TERM INVESTMENT AGREEMENT
("Agreement") entered into by the parties on January 1, 1996, pursuant to
certain short-term investment services provided by the Bank to WFS.

                                    RECITALS

The Agreement is being amended to reflect a change in the interest rate payable
by the Bank to WFS pursuant to the terms and conditions in the Agreement.

                                   AGREEMENT

In consideration of the mutual promises set forth herein, and in reliance upon
the recitals set forth above, the parties agree as follows:

1.   The third sentence in Clause 3 of the Agreement is hereby changed and
     replaced by the following sentences:

     "Interest shall be paid at a rate equal to 1-month LIBOR, and shall accrue
     daily. The LIBOR rate used shall be the LIBOR rate in effect on the last
     day of the prior month."

2.   Except as specifically amended herein, all terms of the Agreement shall
     remain in full force and effect.

Wherefore, the undersigned have executed this Amendment on the date set forth
below to be effective as of the date first set forth above.

WFS FINANCIAL INC                            WESTERN FINANCIAL BANK

/s/ Thomas A. Wolfe                          /s/ Lee A. Whatcott
------------------------------               ---------------------------------
Thomas A. Wolfe, President and               Lee A. Whatcott,
Chief Operating Officer                      Senior Executive Vice President
                                             and Chief Financial Officer

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