0000892569-05-000125 Sample Contracts

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FIRST AMENDMENT TO THE MASTER TAX SHARING AGREEMENT
Sharing Agreement • March 14th, 2005 • Westcorp /Ca/ • Savings institution, federally chartered
FOURTH AMENDED AND RESTATED MASTER COLLATERAL ASSIGNMENT AGREEMENT
Master Collateral Assignment Agreement • March 14th, 2005 • Westcorp /Ca/ • Savings institution, federally chartered • California
RECITALS
Master Allocation Agreement • March 14th, 2005 • Westcorp /Ca/ • Savings institution, federally chartered • California
RECITALS
Master Travel Services Agreement • March 14th, 2005 • Westcorp /Ca/ • Savings institution, federally chartered • California
RECITALS
Westcorp /Ca/ • March 14th, 2005 • Savings institution, federally chartered

THIS FIRST AMENDMENT TO THE WESTCORP ESOP AND SALARY SAVINGS PLAN 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 ADMINISTRATIVE COMMITTEE, on behalf of the Westcorp ESOP and Salary Savings Plan (the "Plan"), is effective as of December 1, 2004.

SECOND AMENDMENT TO THE INTEREST RATE SWAP GUARANTEE AGREEMENT
Swap Guarantee Agreement • March 14th, 2005 • Westcorp /Ca/ • Savings institution, federally chartered
RECITALS
Westcorp /Ca/ • March 14th, 2005 • Savings institution, federally chartered

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.

THIRD AMENDMENT TO THE INTEREST RATE SWAP GUARANTEE AGREEMENT
Guarantee Agreement • March 14th, 2005 • Westcorp /Ca/ • Savings institution, federally chartered
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