EXHIBIT 10.12.1
FIRST AMENDMENT TO THE
AMENDED AND RESTATED ALLOCATION AGREEMENT
This First Amendment To The Amended And Restated Allocation Agreement
("Amendment") dated as of August 1, 2003 is effective as of the first day of the
consolidated return year beginning January 1, 2003, by and among each of the
undersigned parties.
RECITALS
A. Whereas, the parties have entered into an Amended and Restated
Allocation Agreement ("Agreement") dated March 31, 2003, effective as of the
first day of the consolidated return year beginning January 1, 2003;
B. Whereas, the parties to the Agreement desire to amend the
Agreement to include current and future expense accruals related to Long Term
Incentive Agreements entered into by and between Westcorp and WFS Financial Inc
("WFS") or Western Financial Bank (the "Bank") associates;
AGREEMENT
In consideration of the mutual promises set forth herein, and in
reliance upon the recitals set forth above, the parties agree as follows:
A new section 3 is added to the Agreement and the remainder of the
provisions are renumbered:
3. Long Term Incentive Plan. The Bank and WFS have agreed to
assume current and future expense accruals related to the Long Term Incentive
Plan Agreements entered into between Westcorp and WFS or the Bank associates.
Wherefore, the undersigned have executed this Agreement on the date set
forth below to be effective as of the date first set forth above.
WESTCORP
By: ________________________________________________ Date: _________, 2003
Xxxxxx X. Xxxxx, President
WESTERN AUTO INVESTMENTS, INC.
By: ________________________________________________ Date: __________2003
Xxxx Xxxxxxxx, President
WESTRAN SERVICES CORP.
By: ________________________________________________ Date: _________, 2003
Xxxxxxx X. Xxxxx, President
WESTERN FINANCIAL BANK
By ________________________________________________ Date: _________, 2003
Xxxxxx X. Xxxxx, Vice Chairman &
President
WFS FINANCIAL INC
By: ________________________________________________ Date: _________, 2003
Xxxxxx X. Xxxxx, President
WFS FINANCIAL AUTO LOANS, INC.
By: ________________________________________________ Date: _________, 2003
Xxxx Xxxxxxxx, President
WFS FINANCIAL AUTO LOANS 2, INC
By: ________________________________________________ Date: _________, 2003
Xxxx Xxxxxxxx, President
WFS INVESTMENTS, INC.
By: ________________________________________________ Date: _________, 2003
Xxxxxx X. Xxxxx, President
WFS FUNDING, INC.
2
By: ________________________________________________ Date: _________, 2003
Xxxx Xxxxxxxx, President
WFS RECEIVABLES CORPORATION
By: ________________________________________________ Date: _________, 2003
Xxxx Xxxxxxxx, President
WESTFIN INSURANCE AGENCY, INC.
By: ________________________________________________ Date: _________, 2003
Xxxxxx X. Xxxxx, President
WESTHRIFT LIFE INSURANCE COMPANY
By: ________________________________________________ Date: _________, 2003
Xxxxxxx X. Xxxxx, Vice President
THE XXXXXXX COMPANY, THE MORTGAGE BANKERS
By: ________________________________________________ Date: _________, 2003
Xxxxxx X. Xxxxx, President & Chief Executive
Officer
WFS WEB INVESTMENTS
By: ________________________________________________ Date: _________, 2003
Xxxxxx Xxxxx, President
WESTERN RECONVEYANCE COMPANY, INC.
By: ________________________________________________ Date: _________, 2003
J. Xxxxx Xxxxxx, President, Chief Executive
Officer & Treasurer
WESTERN CONSUMER SERVICES, INC.
By: ________________________________________________ Date: _________, 2003
Xxxx Xxxxx, Vice President & Controller
3
WESTERN CONSUMER PRODUCTS
By: ________________________________________________ Date: _________, 2003
Xxxx Xxxxx, President
WFS RECEIVABLES CORPORATION INC. 2
By: ________________________________________________ Date: _________, 2003
Xxxx Xxxxx, Vice President & Controller
WFS RECEIVABLES CORPORATION INC. 3
By: ________________________________________________ Date: _________, 2003
J. Xxxxx Xxxxxx, Vice President & Treasurer
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