EXHIBIT 10.4.1 FIRST AMENDMENT TO THE MASTER TAX SHARING AGREEMENT

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                                                                  EXHIBIT 10.4.1

                             FIRST AMENDMENT TO THE

                          MASTER TAX SHARING AGREEMENT

      This FIRST AMENDMENT TO THE MASTER TAX SHARING AGREEMENT is entered into

as of June 10, 2004 ("Amendment"), by and among Westcorp (FEIN No. 53-0308535)

and each of the subsidiaries subscribed thereto.

                                    RECITALS

      WHEREAS, the parties have entered into a Master Tax Sharing Agreement,

effective as of the first day of the consolidated return year beginning January

1, 2004 ("Agreement");

      WHEREAS, WFS Financial Auto Loans, Inc., a Member of the Agreement, merged

into its parent company, WFS Financial Inc on March 19, 2004;

      WHEREAS, the parties desire to amend the Agreement to remov