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                                                                  EXHIBIT 10.6.1

               FIRST AMENDMENT TO THE WESTCORP CAFETERIA PLAN WITH
              FLEXIBLE SPENDING ARRANGEMENT PARTICIPATION AGREEMENT

      THIS FIRST AMENDMENT TO THE WESTCORP CAFETERIA PLAN WITH FLEXIBLE SPENDING
ARRANGEMENT PARTICIPATION 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 BENEFIT
PLAN COMMITTEE, on behalf of the Westcorp Cafeteria Plan with Flexible Spending
Arrangements (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"); and

      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 has been appoved as such by the
Benefit Plan Committee pursuant to Section 10.2 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.

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      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
     Benefit Plan Committee for the Plan

WFS RECEIVABLES CORPORATION 3

By: ______________________________________        Date: ___________, 2004
     Keith Ford, Assistant Vice President