WESTCORP /CA/
EXHIBIT 10.19.1
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<TYPE>EX-10.19.1
<SEQUENCE>10
<FILENAME>a88052exv10w19w1.txt
<DESCRIPTION>EXHIBIT 10.19.1
<TEXT>
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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


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

November, 2001

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