THIRD AMENDMENT TO THE INTEREST RATE SWAP GUARANTEE AGREEMENT

                                                                 EXHIBIT 10.17.3

                             THIRD AMENDMENT TO THE
                     INTEREST RATE SWAP GUARANTEE AGREEMENT

      This Third Amendment to the Interest Rate Swap Guarantee Agreement
("Second Amendment") is made effective as of July 1, 2004, by and among
Westcorp, a California corporation, Western Financial Bank, a federally
chartered bank ("WFB"), and WFS Receivables Corporation 2, a Nevada corporation
("WFSRC2"), and hereby amends the Interest Rate Swap Guarantee Agreement entered
into by the parties on May 10, 2001, as subsequently amended, with reference to
the following:

                                    RECITALS

      WHEREAS, the parties have previously entered into the original agreement
on May 10, 2001; and

      WHEREAS, the agreement was subsequently amended on March 3, 2003 and
August 5, 2003 (the original agreement, first amendment and second amendment are
hereinafter collectively referred to as the "Agreement");

      WHEREAS, the parties desire to amend and restate Schedule A to the
Agreement in order to update the swap agreement list;

      NOW, THEREFORE, in consideration of the mutual covenants and promises set
forth herein, and in reliance upon the recitals set forth above, the Agreement
is amended as follows:

                                    AGREEMENT

   1.    Schedule A-1 to the Agreement is hereby amended and restated as
         Schedule A-2 and is attached hereto and is hereby incorporated and made
         part of the Agreement.

   2.    Except as specifically amended herein, all terms of the Agreement shall
         remain in full force and effect.

   3.    Capitalized terms not defined herein shall have the meanings set forth
         in the Agreement.

      WHEREFORE, the undersigned have executed this Third Amendment on the date
set forth below to be effective as of the date first set forth above.



WESTCORP

___________________________

WESTERN FINANCIAL BANK

__________________________________

WFS RECEIVABLES CORPORATION 2, INC

__________________________________



                                  SCHEDULE A-2

1.    Prepayment Differential Interest Rate Swap Agreements between Western
      Financial Bank and Citibank, N.A., dated as of May 9, 2001.

2.    Interest Rate Swap Agreements between Western Financial Bank and Xxxxxxx
      Xxxxx dated as of March 3, 2003.