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                                                                  EXHIBIT 10.6.1
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                            ADMINISTRATION AGREEMENT

                                      among

                        WFS FINANCIAL 20__-_ OWNER TRUST,
                                   as Issuer,

                               WFS FINANCIAL INC,
                                as Administrator,

                             WFS INVESTMENTS, INC.,

                         WFS FINANCIAL AUTO LOANS, INC.,
                                   as Seller,

                                       and

                             BANKERS TRUST COMPANY,
                              as Indenture Trustee



                         Dated as of __________ __, 20__

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                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                            Page
<S>         <C>                                                                            <C>
Section 1.    Duties of the Administrator.................................................   2

Section 2.   Records......................................................................   8

Section 3.    Compensation................................................................   8

Section 4.    Additional Information to be Furnished to the Issuer........................   8

Section 5.   Independence of the Administrator............................................   8

Section 6.    No Joint Venture............................................................   8

Section 7.    Other Activities of Administrator...........................................   8

Section 8.    Term of Agreement; Resignation and Removal of Administrator.................   8

Section 9.   Action upon Termination, Resignation or Removal..............................   9

Section 10.  Notices......................................................................  10

Section 11.  Amendments...................................................................  10

Section 12.  Successors and Assigns.......................................................  11

Section 13.  Governing Law................................................................  11

Section 14.  Headings.....................................................................  11

Section 15. Counterparts..................................................................  11

Section 16.  Severability.................................................................  11

Section 17.  Not Applicable to WFS in Other Capacities....................................  12

Section 18.  Limitation of Liability of Owner Trustee and Indenture Trustee...............  12

Section 19.  Third-Party Beneficiary......................................................  12

Section 20. Capitalized Terms.............................................................  12

Exhibit A     [FORM OF POWER OF ATTORNEY]................................................. A-1
</TABLE>

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        This ADMINISTRATION AGREEMENT, dated as of __________ __, 20__, is among
WFS FINANCIAL 20__-_ OWNER TRUST (the "Issuer"), WFS FINANCIAL INC ("WFS" or in
its capacity as administrator, the "Administrator"), WFS INVESTMENTS, INC. (the
"Company"), WFS FINANCIAL AUTO LOANS, INC. (the "Seller") and BANKERS TRUST
COMPANY, not in its individual capacity but solely as Indenture Trustee (the
"Indenture Trustee").

                              W I T N E S S E T H :

        WHEREAS, the Issuer is issuing ______% Auto Receivable Backed Notes,
Class A-1, ______% Auto Receivable Backed Notes, Class A-2 and ______% Auto
Receivable Backed Notes, Class A-3 (collectively, the "Notes"), pursuant to the
Indenture, dated as of the date hereof (the "Indenture"), between the Issuer and
the Indenture Trustee (capitalized terms used herein that are not otherwise
defined shall have the meanings ascribed thereto in the Indenture);

        WHEREAS, the Issuer has entered into certain agreements in connection
with the issuance of the Notes and of certain beneficial ownership interests of
the Issuer, including (i) the Indenture, (ii) a Sale and Servicing Agreement,
dated as of the date hereof (the "Sale and Servicing Agreement"), among the
Issuer, the Seller and WFS, as servicer (in such capacity, the "Master
Servicer"), and (iii) a Letter of Representations, dated __________, 2000 (the
"Depository Agreement" and, together with the Indenture and the Sale and
Servicing Agreement, the "Related Agreements), among the Issuer, the Indenture
Trustee and The Depository Trust Company ("DTC") relating to the Notes;

        WHEREAS, pursuant to the Related Agreements, the Issuer and the Owner
Trustee are required to perform certain duties in connection with (i) the Notes
and the collateral therefor pledged pursuant to the Indenture (the "Collateral")
and (ii) the beneficial ownership interests in the Issuer (the registered
holders of such interests being referred to herein as the "Owners");

        WHEREAS, the Issuer and the Owner Trustee desire to have the
Administrator perform certain of the duties of the Issuer and the Owner Trustee
referred to in the preceding clause and to provide such additional services
consistent with the terms of this Agreement and the Related Agreements as the
Issuer and the Owner Trustee may from time to time request; and

        WHEREAS, the Administrator has the capacity to provide the services
required hereby and is willing to perform such services for the Issuer and the
Owner Trustee on the terms set forth herein;

        NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto agree as follows:

        Section 1. Duties of the Administrator.

        (a) Duties with Respect to the Depository Agreement and the Indenture.

               (i) The Administrator agrees to perform all its duties as
        Administrator and the duties of the Issuer and the Owner Trustee under
        the Depository Agreement. In addition,

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        the Administrator shall consult with the Owner Trustee regarding the
        duties of the Issuer or the Owner Trustee under the Indenture and the
        Depository Agreement. The Administrator shall monitor the performance of
        the Issuer and shall advise the Owner Trustee when action is necessary
        to comply with the respective duties of the Issuer and the Owner Trustee
        under the Indenture and the Depository Agreement. The Administrator
        shall prepare for execution by the Issuer, or shall cause the
        preparation by other appropriate persons of, all such documents,
        reports, filings, instruments, certificates and opinions that it shall
        be the duty of the Issuer or the Owner Trustee to prepare, file or
        deliver pursuant to the Indenture and the Depository Agreement. In
        furtherance of the foregoing, the Administrator shall take (or, in the
        case of the immediately preceding sentence, cause to be taken) all
        appropriate action that the Issuer or the Owner Trustee is required to
        take pursuant to the Indenture including, without limitation, such of
        the foregoing as are required with respect to the following matters
        under the Indenture (references are to Sections of the Indenture):

                      (A) the duty to cause the Note Register to be kept and to
               give the Indenture Trustee notice of any appointment of a new
               Note Registrar and the location, or change in location, of the
               Note Register (Section 2.04);

                      (B) the notification of Noteholders and the Rating
               Agencies of the final principal payment on the Notes (Section
               2.07(b));

                      (C) the fixing or causing to be fixed of any special
               record date and the notification of the Indenture Trustee and
               Noteholders with respect to special payment dates, if any
               (Section 2.07(c));

                      (D) the preparation of or obtaining of the documents and
               instruments required for execution and authentication of the
               Notes and delivery of the same to the Indenture Trustee (Section
               2.02);

                      (E) the preparation, obtaining or filing of the
               instruments, opinions and certificates and other documents
               required for the release of Collateral (Section 2.12);

                      (F) the maintenance of an office in the Borough of
               Manhattan, The City of New York, for registration of transfer or
               exchange of Notes (Section 3.02);

                      (G) the duty to cause newly appointed Paying Agents, if
               any, to deliver to the Indenture Trustee the instrument specified
               in the Indenture regarding funds held in trust (Section 3.03);

                      (H) the direction to the Indenture Trustee to deposit
               monies with Paying Agents, if any, other than the Indenture
               Trustee (Section 3.03);

                      (I) the obtaining and preservation of the Issuer's
               qualification to do business in each jurisdiction in which such
               qualification is or shall be necessary to protect the validity
               and enforceability of the Indenture, the Notes, the Collateral



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<PAGE>   5

               and each other instrument and agreement included in the Trust
               Estate (Section 3.04);

                      (J) the preparation of all supplements and amendments to
               the Indenture and all financing statements, continuation
               statements, instruments of further assurance and other
               instruments and the taking of such other action as is necessary
               or advisable to protect the Trust Estate (Section 3.05);

                      (K) the delivery of the Opinion of Counsel on the Closing
               Date and the annual delivery of Opinions of Counsel as to the
               Trust Estate, and the annual delivery of the Officer's
               Certificate and certain other statements as to compliance with
               the Indenture (Sections 3.06 and 3.09);

                      (L) the identification to the Indenture Trustee and
               Financial Security Assurance Inc. (the "Insurer") in an Officer's
               Certificate of a Person with whom the Issuer has contracted to
               perform its duties under the Indenture (Section 3.07(b));

                      (M) the notification of the Indenture Trustee, the Insurer
               and each Rating Agency of a Servicer Default under the Sale and
               Servicing Agreement and, if such Servicer Default arises from the
               failure of the Master Servicer to perform any of its duties or
               obligations under the Sale and Servicing Agreement with respect
               to the Contracts, the taking of all reasonable steps available to
               remedy such failure (Section 3.07(d));

                      (N) the duty to cause the Master Servicer to comply with
               Sections 4.09, 4.10, 4.11 and 5.07 and Article Nine of the Sale
               and Servicing Agreement (Section 3.14);

                      (O) the preparation and obtaining of documents and
               instruments required for the release of the Issuer from its
               obligations under the Indenture (Section 3.10(b));

                      (P) the delivery of written notice to the Indenture
               Trustee, the Insurer and each Rating Agency of each Event of
               Default under the Indenture and each default by the Master
               Servicer or the Seller under the Sale and Servicing Agreement
               (Section 3.18);

                      (Q) the monitoring of the Issuer's obligations as to the
               satisfaction and discharge of the Indenture and the preparation
               of an Officer's Certificate and the obtaining of the Opinion of
               Counsel and the Independent Certificate relating thereto (Section
               4.01);

                      (R) the compliance with any written directive of the
               Controlling Party with respect to the sale of the Trust Estate in
               a commercially reasonable manner if an Event of Default shall
               have occurred and be continuing (Section 5.04);


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                      (S) the preparation and delivery of notice to Noteholders
               of the removal of the Indenture Trustee and the appointment of a
               successor Indenture Trustee (Section 6.08);

                      (T) the preparation of any written instruments required to
               confirm more fully the authority of any co-trustee or separate
               trustee and any written instruments necessary in connection with
               the resignation or removal of the Indenture Trustee or any
               co-trustee or separate trustee (Sections 6.08 and 6.10);

                      (U) the furnishing of the Indenture Trustee with the names
               and addresses of Noteholders during any period when the Indenture
               Trustee is not the Note Registrar (Section 7.01);

                      (V) the preparation and, after execution by the Issuer,
               the filing with the Commission, any applicable state agencies and
               the Indenture Trustee of documents required to be filed on a
               periodic basis with, and summaries thereof as may be required by
               rules and regulations prescribed by, the Commission and any
               applicable state agencies and the transmission of such summaries,
               as necessary, to the Noteholders (Section 7.03);

                      (W) the opening of one or more accounts in the Issuer's
               name, the preparation and delivery of Issuer Orders, Officer's
               Certificates and Opinions of Counsel and all other actions
               necessary with respect to investment and reinvestment of funds in
               the Trust Accounts (Sections 8.02 and 8.03);

                      (X) the preparation of an Issuer Request and Officer's
               Certificate and the obtaining of an Opinion of Counsel and
               Independent Certificates, if necessary, for the release of the
               Trust Estate (Sections 8.04 and 8.05);

                      (Y) the preparation of Issuer Orders and the obtaining of
               Opinions of Counsel with respect to the execution of supplemental
               indentures and the mailing to the Noteholders of notices with
               respect to such supplemental indentures (Sections 9.01, 9.02 and
               9.03);

                      (Z) the execution, authentication and delivery of new
               Notes conforming to any supplemental indenture (Section 9.06);

                      (AA) the duty to notify Noteholders and the Rating
               Agencies of redemption of the Notes or to cause the Indenture
               Trustee to provide such notification (Section 10.02);

                      (BB) the preparation and delivery of all Officer's
               Certificates, Opinions of Counsel and Independent Certificates
               with respect to any requests by the Issuer to the Indenture
               Trustee to take any action under the Indenture (Section
               11.01(a));

                      (CC) the preparation and delivery of Officer's
               Certificates and the obtaining of Independent Certificates, if
               necessary, for the release of property from the lien of the
               Indenture (Section 11.01(b));


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                      (DD) the notification of the Rating Agencies, upon the
               failure of the Issuer, the Owner Trustee or the Indenture Trustee
               to give such notification, of the information required pursuant
               to Section 11.04 of the Indenture (Section 11.04);

                      (EE) the preparation and delivery to Noteholders and the
               Indenture Trustee of any agreements with respect to alternate
               payment and notice provisions (Section 11.06);

                      (FF) the recording of the Indenture, if applicable
               (Section 11.15);

                      (GG) the preparation of Definitive Notes in accordance
               with the instructions of the Clearing Agency (Section 2.11); and

                      (HH) maintaining the effectiveness of the licenses
               required under the Pennsylvania Motor Vehicle Sales Finance Act
               (Section 6.14).

               (ii) The Administrator will:

                      (A) pay the Indenture Trustee from time to time reasonable
               compensation for all services rendered by the Indenture Trustee
               under the Indenture (which compensation shall not be limited by
               any provision of law in regard to the compensation of a trustee
               of an express trust);

                      (B) except as otherwise expressly provided in the
               Indenture, reimburse the Indenture Trustee upon its request for
               all reasonable expenses, disbursements and advances incurred or
               made by the Indenture Trustee in accordance with any provision of
               the Indenture (including the reasonable compensation, expenses
               and disbursements of its agents and counsel), except any such
               expense, disbursement or advance as may be attributable to its
               negligence or bad faith;

                      (C) indemnify the Indenture Trustee and its agents for,
               and hold them harmless against, any loss, liability or expense
               incurred without negligence or bad faith on their part, arising
               out of or in connection with the acceptance or administration of
               the transactions contemplated by the Indenture, including the
               reasonable costs and expenses of defending themselves against any
               claim or liability in connection with the exercise or performance
               of any of their powers or duties under the Indenture; and

                      (D) indemnify the Owner Trustee and its agents for, and
               hold them harmless against, any loss, liability or expense
               incurred without negligence or bad faith on their part, arising
               out of or in connection with the acceptance or administration of
               the transactions contemplated by the Trust Agreement, including
               the reasonable costs and expenses of defending themselves against
               any claim or liability in connection with the exercise or
               performance of any of their powers or duties under the Trust
               Agreement.


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        (b) Additional Duties.

               (i) In addition to the duties set forth in Section 1(a)(i), the
        Administrator shall perform such calculations and shall prepare or shall
        cause the preparation by other appropriate persons of, and shall execute
        on behalf of the Issuer or the Owner Trustee, all such documents,
        reports, filings, instruments, certificates and opinions that the Issuer
        or the Owner Trustee are required to prepare, file or deliver pursuant
        to the Related Agreements or Section 5.05 of the Trust Agreement, and at
        the request of the Owner Trustee shall take all appropriate action that
        the Issuer or the Owner Trustee are required to take pursuant to the
        Related Agreements. In furtherance thereof, the Owner Trustee shall, on
        behalf of itself and of the Issuer, execute and deliver to the
        Administrator and to each successor Administrator appointed pursuant to
        the terms hereof, one or more powers of attorney substantially in the
        form of Exhibit A hereto, appointing the Administrator the
        attorney-in-fact of the Owner Trustee and the Issuer for the purpose of
        executing on behalf of the Owner Trustee and the Issuer all such
        documents, reports, filings, instruments, certificates and opinions.
        Subject to Section 5, and in accordance with the directions of the Owner
        Trustee, the Administrator shall administer, perform or supervise the
        performance of such other activities in connection with the Collateral
        (including the Related Agreements) as are not covered by any of the
        foregoing provisions and as are expressly requested by the Owner Trustee
        and are reasonably within the capability of the Administrator.

               (ii) Notwithstanding anything in this Agreement or the Related
        Agreements to the contrary, the Administrator shall be responsible for
        promptly notifying the Owner Trustee in the event that any withholding
        tax is imposed on the Trust's payments (or allocations of income) to an
        Owner as contemplated in Section 5.02(c) of the Trust Agreement. Any
        such notice shall specify the amount of any withholding tax required to
        be withheld by the Owner Trustee pursuant to such provision.

               (iii) Notwithstanding anything in this Agreement or the Related
        Agreements to the contrary, the Administrator shall be responsible for
        performance of the duties of the Owner Trustee set forth in Section
        5.05(a), (b), (c) and (d), the penultimate sentence of Section 5.05 and
        Section 5.06(a) of the Trust Agreement with respect to, among other
        things, accounting and reports to Owners; provided, however, that the
        Owner Trustee shall retain responsibility for the distribution of the
        Schedule K-1s necessary to enable each Owner to prepare its federal and
        state income tax returns.

               (iv) The Administrator shall satisfy its obligations with respect
        to clauses (ii) and (iii) above by retaining, at the expense of the
        Trust payable by the Administrator, a firm of independent public
        accountants (the "Accountants") acceptable to the Owner Trustee, which
        shall perform the obligations of the Administrator thereunder. In
        connection with paragraph (ii) above, the Accountants will provide prior
        to December 31, 20__, a letter in form and substance satisfactory to the
        Owner Trustee as to whether any tax withholding is then required and, if
        required, the procedures to be followed with respect thereto to comply
        with the requirements of the Code. The Accountants shall be required to
        update the letter in each instance that any additional tax withholding
        is subsequently required or any previously required tax withholding
        shall no longer be required.


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               (v) The Administrator shall perform the duties of the
        Administrator specified in Section 10.02 of the Trust Agreement required
        to be performed in connection with the resignation or removal of the
        Owner Trustee, and any other duties expressly required to be performed
        by the Administrator under the Trust Agreement.

               (vi) In carrying out the foregoing duties or any of its other
        obligations under this Agreement, the Administrator may enter into
        transactions or otherwise deal with any of its Affiliates; provided,
        however, that the terms of any such transactions or dealings shall be in
        accordance with any directions received from the Issuer and shall be, in
        the Administrator's opinion, no less favorable to the Issuer than would
        be available from unaffiliated parties.

        (c) Non-Ministerial Matters.

               (i) With respect to matters that in the reasonable judgment of
        the Administrator are non-ministerial, the Administrator shall not take
        any action unless within a reasonable time before the taking of such
        action, the Administrator shall have notified the Owner Trustee of the
        proposed action and the Owner Trustee shall not have withheld consent or
        provided an alternative direction. For the purpose of the preceding
        sentence, "non-ministerial matters" shall include, without limitation:

                      (A) the amendment of or any supplement to the Indenture;

                      (B) the initiation of any claim or lawsuit by the Issuer
               and the compromise of any action, claim or lawsuit brought by or
               against the Issuer (other than in connection with the collection
               of the Contracts);

                      (C) the amendment, change or modification of the Related
               Agreements;

                      (D) the appointment of successor Note Registrars,
               successor Paying Agents and successor Indenture Trustees pursuant
               to the Indenture or the appointment of successor Administrators
               or a successor Master Servicer, or the consent to the assignment
               by the Note Registrar, Paying Agent or Indenture Trustee of its
               obligations under the Indenture; and

                      (E) the removal of the Indenture Trustee.

               (ii) Notwithstanding anything to the contrary in this Agreement,
        the Administrator shall not be obligated to, and shall not, (A) make any
        payments to the Noteholders under the Related Agreements, (B) sell the
        Trust Estate pursuant to clause (iv) of Section 5.04 of the Indenture,
        (C) take any other action that the Issuer directs the Administrator not
        to take on its behalf or (D) take any other action which may be
        construed as having the effect of varying the investment of the Holders.

        Section 2. Records. The Administrator shall maintain appropriate books
of account and records relating to services performed hereunder, which books of
account and records shall be



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accessible for inspection by the Issuer and the Company at any time during
normal business hours.

        Section 3. Compensation. As compensation for the performance of the
Administrator's obligations under this Agreement and as reimbursement for its
expenses related thereto, the Administrator shall be entitled to an annual
payment of compensation which shall be solely an obligation of the Company.

        Section 4. Additional Information to be Furnished to the Issuer. The
Administrator shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer shall reasonably request.

        Section 5. Independence of the Administrator. For all purposes of this
Agreement, the Administrator shall be an independent contractor and shall not be
subject to the supervision of the Issuer or the Owner Trustee with respect to
the manner in which it accomplishes the performance of its obligations
hereunder. Unless expressly authorized by the Issuer, the Administrator shall
have no authority to act for or represent the Issuer or the Owner Trustee in any
way and shall not otherwise be deemed an agent of the Issuer or the Owner
Trustee.

        Section 6. No Joint Venture. Nothing contained in this Agreement (i)
shall constitute the Administrator and either of the Issuer or the Owner Trustee
as members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) shall be construed to
impose any liability as such on any of them or (iii) shall be deemed to confer
on any of them any express, implied or apparent authority to incur any
obligation or liability on behalf of the others.

        Section 7. Other Activities of Administrator. Nothing herein shall
prevent the Administrator or its Affiliates from engaging in other businesses
or, in its sole discretion, from acting in a similar capacity as an
administrator for any other Person or entity even though such person or entity
may engage in business activities similar to those of the Issuer, the Owner
Trustee or the Indenture Trustee.

        Section 8. Term of Agreement; Resignation and Removal of Administrator.
This Agreement shall continue in force until the dissolution of the Issuer, upon
which event this Agreement shall automatically terminate.

        (a) Subject to Section 8(e), the Administrator may resign its duties
hereunder by providing the Issuer with at least 60 days' prior written notice.

        (b) Subject to Section 8(e), the Issuer may remove the Administrator
without cause by providing the Administrator with at least 60 days' prior
written notice.

        (c) Subject to Section 8(e), at the sole option of the Issuer, the
Administrator may be removed immediately upon written notice of termination from
the Issuer to the Administrator if any of the following events shall occur:

               (i) the Administrator shall default in the performance of any of
        its duties under this Agreement and, after notice of such default, shall
        not cure such default within



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        ten days (or, if such default cannot be cured in such time, shall not
        give within ten days such assurance of cure as shall be reasonably
        satisfactory to the Issuer);

               (ii) a court having jurisdiction in the premises shall enter a
        decree or order for relief, and such decree or order shall not have been
        vacated within 60 days, in respect of the Administrator in any
        involuntary case under any applicable bankruptcy, insolvency or other
        similar law now or hereafter in effect or appoint a receiver,
        liquidator, assignee, custodian, trustee, sequestrator or similar
        official for the Administrator or any substantial part of its property
        or order the winding-up or liquidation of its affairs; or

               (iii) the Administrator shall commence a voluntary case under any
        applicable bankruptcy, insolvency or other similar law now or hereafter
        in effect, shall consent to the entry of an order for relief in an
        involuntary case under any such law, or shall consent to the appointment
        of a receiver, liquidator, assignee, trustee, custodian, sequestrator or
        similar official for the Administrator or any substantial part of its
        property, shall consent to the taking of possession by any such official
        of any substantial part of its property, shall make any general
        assignment for the benefit of creditors or shall fail generally to pay
        its debts as they become due.

        The Administrator agrees that if any of the events specified in clauses
(ii) or (iii) above shall occur, it shall give written notice thereof to the
Issuer and the Indenture Trustee within seven days after the occurrence of such
event.

        (d) No resignation or removal of the Administrator pursuant to this
Section shall be effective until (i) a successor Administrator shall have been
appointed by the Issuer and (ii) such successor Administrator shall have agreed
in writing to be bound by the terms of this Agreement in the same manner as the
Administrator is bound hereunder.

        (e) The appointment of any successor Administrator shall be effective
only after satisfaction of the Rating Agency Condition with respect to the
proposed appointment.

        (f) Subject to Section 8(d) and 8(e), the Administrator acknowledges
that upon the appointment of a Successor Master Servicer pursuant to the Sale
and Servicing Agreement, the Administrator shall immediately resign and such
Successor Master Servicer shall automatically become the Administrator under
this Agreement; provided, however, that this subsection (f) shall not apply at
such times as the Indenture Trustee shall be the Successor Master Servicer.

        Section 9. Action upon Termination, Resignation or Removal. Promptly
upon the effective date of termination of this Agreement pursuant to the first
sentence of Section 8 or the resignation or removal of the Administrator
pursuant to Section 8(a), (b) or (c), respectively, the Administrator shall be
entitled to be paid all fees and reimbursable expenses accruing to it to the
date of such termination, resignation or removal. The Administrator shall
forthwith upon such termination pursuant to the first sentence of Section 8
deliver to the Issuer all property and documents of or relating to the
Collateral then in the custody of the Administrator. In the event of the
resignation or removal of the Administrator pursuant to Section 8(a), (b) or
(c), respectively, the Administrator shall cooperate with the Issuer and take
all reasonable steps requested to assist the Issuer in making an orderly
transfer of the duties of the Administrator.



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        Section 10. Notices. Any notice, report or other communication given
hereunder shall be in writing and addressed as follows:

        (a)    if to the Issuer or the Owner Trustee, to:

               WFS Financial 20__-_ Owner Trust
               Chase Manhattan Bank Delaware
               1201 Market Street
               Wilmington, Delaware  19801
               Attention:  Corporate Trust - Administration Department

        (b)    if to the Administrator, to:

               WFS Financial Inc
               23 Pasteur Road
               Irvine, California  92618
               Attention:  Guy Du Bose, Esq.

        (c)    if to the Indenture Trustee, to:

               Bankers Trust Company
               Four Albany Street - 10th Floor
               New York, New York  10006
               Attention:  Corporate Trust Department - Asset Backed Group

        (d)    if to the Insurer, to:

               Financial Security Assurance Inc.
               350 Park Avenue
               New York, New York  10022
               Attention:  Surveillance Department

or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed given
if such notice is mailed by certified mail, postage prepaid, or hand-delivered
to the address of such party as provided above.

        Section 11. Amendments. This Agreement may be amended from time to time
by a written amendment duly executed and delivered by the parties hereto, with
the written consent of the Insurer and the Owner Trustee but without the consent
of the Noteholders and the Certificateholders, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Noteholders or
Certificateholders; provided that such amendment will not, in the Opinion of
Counsel satisfactory to the Indenture Trustee, materially and adversely affect
the interest of any Noteholder or Certificateholder. This Agreement may also be
amended by the parties hereto with the written consent of the Owner Trustee and
the holders of Notes evidencing at least a majority of the Outstanding Amount of
the Notes and the holders of Certificates evidencing at least a majority of the
Certificate Balance for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Agreement or of
modifying



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in any manner the rights of Noteholders or the Certificateholders; provided,
however, that no such amendment may (i) increase or reduce in any manner the
amount of, or accelerate or delay the timing of, collections of payments on the
Contracts or distributions that are required to be made for the benefit of the
Noteholders or Certificateholders or (ii) reduce the aforesaid percentage of the
holders of Notes and Certificates which are required to consent to any such
amendment, without the consent of the Insurer and the holders of all outstanding
Notes and Certificates. Notwithstanding the foregoing, the Administrator may not
amend this Agreement without the permission of the Seller, which permission
shall not be unreasonably withheld.

        Section 12. Successors and Assigns. This Agreement may not be assigned
by the Administrator unless such assignment is previously consented to in
writing by the Issuer and the Owner Trustee and subject to the satisfaction of
the Rating Agency Condition in respect thereof. An assignment with such consent
and satisfaction, if accepted by the assignee, shall bind the assignee hereunder
in the same manner as the Administrator is bound hereunder. Notwithstanding the
foregoing, this Agreement may be assigned by the Administrator without the
consent of the Issuer, the Insurer or the Owner Trustee to a corporation or
other organization that is a successor (by merger, consolidation or purchase of
assets) to the Administrator; provided that such successor organization executes
and delivers to the Issuer, the Insurer, the Owner Trustee and the Indenture
Trustee an agreement, in form and substance reasonably satisfactory to the Owner
Trustee, the Indenture Trustee and the Insurer, in which such corporation or
other organization agrees to be bound hereunder by the terms of said assignment
in the same manner as the Administrator is bound hereunder. Subject to the
foregoing, this Agreement shall bind any successors or assigns of the parties
hereto.

        Section 13. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS, EXCEPT THAT
THE DUTIES OF THE INDENTURE TRUSTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK.

        Section 14. Headings. The section and subsection headings hereof have
been inserted for convenience of reference only and shall not be construed to
affect the meaning, construction or effect of this Agreement.

        Section 15. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same agreement.

        Section 16. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

        Section 17. Not Applicable to WFS in Other Capacities. Nothing in this
Agreement shall affect any obligation WFS may have in any other capacity.



                                      -11-
<PAGE>   14

        Section 18. Limitation of Liability of Owner Trustee and Indenture
Trustee.

        (a) Notwithstanding anything contained herein to the contrary, this
instrument has been countersigned by Chase Manhattan Bank Delaware not in its
individual capacity but solely in its capacity as Owner Trustee of the Issuer
and in no event shall Chase Manhattan Bank Delaware in its individual capacity
or any beneficial owner of the Issuer have any liability for the
representations, warranties, covenants, agreements or other obligations of the
Issuer hereunder, as to all of which recourse shall be had solely to the assets
of the Issuer. For all purposes of this Agreement, in the performance of any
duties or obligations of the Issuer hereunder, the Owner Trustee shall be
subject to, and entitled to the benefits of, the terms and provisions of
Articles Six, Seven and Eight of the Trust Agreement.

        (b) Notwithstanding anything contained herein to the contrary, this
Agreement has been countersigned by Bankers Trust Company not in its individual
capacity but solely as Indenture Trustee and in no event shall Bankers Trust
Company have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer hereunder or in any of the
certificates, notices or agreements delivered pursuant hereto, as to all of
which recourse shall be had solely to the assets of the Issuer.

        Section 19. Third-Party Beneficiary. The Owner Trustee is a third-party
beneficiary to this Agreement and is entitled to the rights and benefits
hereunder and may enforce the provisions hereof as if it were a party hereto.

        Section 20. Capitalized Terms. Except as otherwise specified herein or
as the context may otherwise require, capitalized terms used herein that are not
otherwise defined shall have the meanings ascribed thereto in the Indenture or
the Sale and Servicing Agreement, as the case may be.


                                      -12-
<PAGE>   15

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.

                                            WFS FINANCIAL 20__-_ OWNER TRUST

                                            By:  CHASE MANHATTAN BANK DELAWARE,
                                                 not in its individual capacity
                                                 but solely as Owner Trustee


                                            By:
                                                 -------------------------------
                                                 Name:
                                                 Title:



                                            WFS INVESTMENTS, INC.


                                            By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                            WFS FINANCIAL AUTO LOANS, INC.,
                                              as Seller


                                            By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                            BANKERS TRUST COMPANY, not in its
                                            individual capacity but solely as
                                            Indenture Trustee


                                            By:
                                                 -------------------------------
                                                 Name:
                                                 Title:

                                      -13-
<PAGE>   16

                                            WFS FINANCIAL INC,
                                             as Administrator


                                            By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                      -14-
<PAGE>   17


                                                                       EXHIBIT A

                           [FORM OF POWER OF ATTORNEY]