EXHIBIT 10.7(d)

                                                                  Execution Copy



                               AMENDMENT NO. 3 TO
                         MASTER TRUST ACCOUNT AGREEMENT

     THIS AMENDMENT NO. 3 TO MASTER TRUST ACCOUNT  AGREEMENT (this  "Amendment")
is made as of August 1, 2004 by and among UNION ACCEPTANCE  CORPORATION ("UAC"),
individually  and as  predecessor  servicer (the  "Predecessor  Servicer"),  UAC
SECURITIZATION  CORPORATION  ("UACSC") as seller, BNY MIDWEST TRUST COMPANY,  as
successor  to the  corporate  trust  administration  of Harris Trust and Savings
Bank, as indenture  trustee under the various  Indentures  described below other
than the 2000-B  Indenture  (the "BNY Indenture  Trustee"),  and as trustee (the
"PSA Trustee") under the various Pooling and Servicing  Agreements,  THE BANK OF
NEW YORK, as indenture  trustee under the 2000-B  Indenture (the "BONY Indenture
Trustee" and together  with the BNY Indenture  Trustee and the PSA Trustee,  the
"Trustees"), WILMINGTON TRUST COMPANY, as master trustee (the "Master Trustee"),
SYSTEMS & SERVICES  TECHNOLOGIES,  INC., ("SST" and, in its capacity as servicer
or successor servicer under the Servicing  Agreements,  "Servicer" or "Successor
Servicer"), JPMORGAN CHASE BANK, as master trust paying agent (the "Master Trust
Paying  Agent"),  MBIA  INSURANCE  CORPORATION,  as financial  guaranty  insurer
("MBIA") and the CREDITOR  REPRESENTATIVE (UAC, UACSC, the Trustees,  the Master
Trustee,   SST,  the  Master  Trust   Paying   Agent,   MBIA  and  the  Creditor
Representative,  each party in each of its capacities listed above, collectively
the "MTAA Parties").

                             PRELIMINARY STATEMENTS

     WHEREAS,  the MTAA Parties  entered into that certain  Master Trust Account
Agreement dated as of April 17, 2003, (as amended by Amendments No. 1 and No. 2,
dated as of October 7, 2003 and May 21, 2004,  respectively,  the "Master  Trust
Agreement");

     WHEREAS, the Master Trust Agreement contemplates the refinancing of certain
Transactions  that are presently  subject to the Master Trust Agreement  through
the  exercise  by UACSC of clean up calls in  connection  with  which  UACSC may
reacquire  certain motor vehicle  receivables  from certain  eligible Trusts and
issue new non-recourse notes (the "UACSC Notes") backed by such reacquired motor
vehicle receivables;

     WHEREAS,  UACSC  wishes  to  refinance  certain  additional   Transactions,
including the 2000-A Transaction,  that currently are not "Eligible  Refinancing
Transactions" under the MTAA;

     WHEREAS, UACSC expects that the refinancing of additional  Transactions and
the issuance of UACSC Notes backed by the reacquired  motor vehicle  receivables
as described above will benefit the MTAA Parties;

     WHEREAS,  it is a condition  precedent  to the  issuance of the UACSC Notes
that the MTAA  Parties  modify the Master  Trust  Agreement  such that the UACSC
Notes be considered "Notes" thereunder;
<PAGE>

         WHEREAS, the MTAA Parties further desire to clarify the definition of
Adjusted Minimum Collateral Percentage to aid in determining the amount and
timing of distributions from the Master Trust Account;

         WHEREAS, for good and valuable consideration, the sufficiency of which
is hereby acknowledged, the parties hereto mutually desire to enter into this
Amendment as hereinafter set forth.

     NOW,  THEREFORE,  in  consideration  of the premises and of the  agreements
herein contained, the parties hereto agree as follows.

     SECTION 1. General  Definitions.  Capitalized  terms used herein shall have
the meanings assigned to such terms in the Master Trust Agreement.

     SECTION 2. Amendments to the Master Trust Agreement.

          (a) Section  1.01 of the Master Trust  Agreement is hereby  amended to
     modify the  definitions of "Adjusted  Minimum  Collateral  Percentage"  and
     "Eligible Refinancing Transaction" as follows:


          "Adjusted Minimum  Collateral  Percentage"  means, with respect to any
     Payment  Date,  the greatest of (A) 4.05%,  (B) a fraction,  expressed as a
     percentage,  equal to (i) the Total Cash  Collateral as of the  immediately
     preceding Payment Date divided by (ii) the aggregate Outstanding Balance as
     of the  immediately  preceding  Payment Date,  in both cases,  after giving
     effect to all  distributions on such preceding  Payment Date, or (C) in the
     case of any  Payment  Date on or after  September  8,  2004,  the  Adjusted
     Minimum Collateral Percentage for the immediately preceding Payment Date.


          "Eligible  Refinancing  Transaction"  means  each  of (a)  the  1998-A
     Transaction;  (b) the 1998-B Transaction;  (c) the 1998-C Transaction;  (d)
     the  1998-D   Transaction;   (e)  the  PSC  Transaction;   (f)  the  1999-A
     Transaction;  (g) the 1999-B Transaction;  (h) the 1999-C Transaction;  (i)
     the 1999-D Transaction;  (j) the 2000-A Transaction; and (k) any additional
     Transaction the  refinancing of which is agreed to by UACSC,  UAC, MBIA and
     the Creditor Representative, as evidenced by their respective execution and
     delivery of a Consent and Designation in the form of Exhibit A hereto.

          (b) The Master Trust  Agreement is hereby  amended to insert Exhibit A
     attached hereto, as Exhibit A thereto.

     SECTION 3. Direction and Waiver. By its signature hereto, each of UACSC and
MBIA, as the Control Party for the Transactions,  hereby directs the Trustees to
execute and deliver this Amendment.  Each of the parties hereto acknowledges and
agrees to the foregoing and agrees that  compliance with this Amendment shall be
deemed to comply  with the terms of the  Transaction  Documents  and the  Master
Trust  Agreement,  and that the  Trustees  shall have no  liability to any party
hereto for acting in accordance with such direction.

     SECTION 4. Conditions  Precedent;  Direction to Master Trustee.  The Master
Trustee shall have received an executed  counterpart of this Amendment from each
of the parties hereto.

<PAGE>

Upon such receipt by the Master Trustee, the MTAA Parties (other than the Master
Trustee) hereby direct the Master Trustee to execute and deliver this Amendment.

     SECTION 5. Reference to and Effect on the Master Trust Agreement. Except as
specifically  set  forth  above,  the  Master  Trust  Agreement,  and all  other
documents,  instruments and agreements  executed and/or  delivered in connection
therewith,  shall remain in full force and effect,  and are hereby  ratified and
confirmed.  The execution,  delivery and  effectiveness  of this Amendment shall
not, except as expressly  provided herein and for the limited purposes set forth
herein, operate as a waiver of any right, power or remedy of any MTAA Party, nor
constitute  a waiver of any  provisions  of the Master Trust  Agreement,  or any
other  documents,  instruments  and  agreements  executed  and/or  delivered  in
connection therewith.

     SECTION 6.  GOVERNING  LAW.  THIS  AMENDMENT  SHALL BE  CONSTRUED,  AND THE
OBLIGATIONS,  RIGHTS AND REMEDIES OF THE PARTIES  HEREUNDER SHALL BE DETERMINED,
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING SECTION 5-1401 OF
THE GENERAL  OBLIGATIONS  LAW BUT OTHERWISE  WITHOUT  REGARD TO CONFLICTS OF LAW
PRINCIPLES.

     SECTION 7. Counterparts.  This Amendment may be executed in counterparts by
the parties hereto,  and each such  counterpart  shall be considered an original
and all such counterparts shall constitute one and the same instrument.

                          Next page is signature page.





<PAGE>



     IN WITNESS WHEREOF, the parties hereto have executed this Amendment, all as
of the day and year first above mentioned.

                            UNION ACCEPTANCE CORPORATION,
                            individually and as Predecessor Servicer
                            under each Servicing Agreement

                            By: /s/ Mark R. Ruh
                               -------------------------------------------------
                            Name:   Mark R. Ruh
                            Title:  President & CFO

                            UAC SECURITIZATION CORPORATION,
                            as Seller under each Grantor Trust Servicing
                            Agreement and Owner Trust Servicing
                            Agreement and Certificateholder

                            By:  /s/ Treg Bauchert
                               -------------------------------------------------
                            Name:   Treg Bauchert
                            Title:  President

                            WILMINGTON TRUST COMPANY,
                            as Master Trustee

                            By: /s/ Mary Kay Pupillo
                               -------------------------------------------------
                            Name:   Mary Kay Pupillo
                            Title:  Assistant Vice President

                            BNY MIDWEST TRUST COMPANY,
                            not in its individual capacity but solely as
                            Indenture Trustee under the various Indentures other
                            than the 2000-B Indenture described in the Master
                            Trust Agreement and as Trustee under the various
                            Pooling and Servicing Agreements described in the
                            Master Trust Agreement

                            By: /s/ Sally R. Tokich
                               -------------------------------------------------
                            Name:   Sally R. Tokich
                            Title:  Assistant Vice President



                                Signature Page to
                               Amendment No. 3 to
                         Master Trust Account Agreement




<PAGE>
                            THE BANK OF NEW YORK, not
                            in its individual capacity
                            but solely as Indenture
                            Trustee under the 2000-B
                            Indenture described in the
                            Master Trust Agreement

                            By: /s/ Eric A. Lindahl
                               -------------------------------------------------
                            Name:   Eric A. Lindahl
                            Title:  Agent

                            SYSTEMS & SERVICES TECHNOLOGIES, INC.,
                            as Servicer or Successor Servicer
                            under the Servicing Agreements

                            By: /s/ Kimberly K. Costa
                               -------------------------------------------------
                            Name:   Kimberly K. Costa
                            Title:  Vice President

                            JPMORGAN CHASE BANK, as Master Trust Paying Agent

                            By:  /s/ David Contino
                               -------------------------------------------------
                            Name:   David Contino
                            Title:  Assistant Vice President

                            MBIA INSURANCE CORPORATION


                            By:  /s/ Lisa A. Wilson
                               -------------------------------------------------
                            Name:   Lisa A. Wilson
                            Title:  Assistant Secretary

                            CREDITOR REPRESENTATIVE

                            By: Plan Committee under the Second
                            Amended Plan of Reorganization of
                            Union Acceptance Corporation

                            By: Bingham McCutchen LLP

                            By:  /s/ Roger L. Selfe
                               -------------------------------------------------
                            Name:   Roger L. Selfe
                            Title:  Partner


                                Signature Page to
                               Amendment No. 3 to
                         Master Trust Account Agreement

<PAGE>



ACKNOWLEDGED AND AGREED:

WACHOVIA CAPITAL MARKETS, LLC
(Deal Agent for the UACSC Transaction)


By: /s/ Steven J. Ellis
   -------------------------------------
Name:   Steven J. Ellis
Title:  Director


VARIABLE FUNDING CAPITAL CORPORATION
(Noteholder on the UACSC Transaction)

By:  Wachovia Capital Markets, LLC, as Attorney-in-Fact


By:  /s/ Bryan P. McGrath
   -------------------------------------
Name:    Bryan P. McGrath
Title:   Vice President



                                Signature Page to
                               Amendment No. 3 to
                         Master Trust Account Agreement





<PAGE>

                                                                       Exhibit A



                         MASTER TRUST ACCOUNT AGREEMENT
                             CONSENT AND DESIGNATION

     This Consent and Designation dated  ___________,  2004 is made by and among
UAC   Securitization   Corporation,   as  seller  ("UACSC"),   Union  Acceptance
Corporation ("UAC"), MBIA Insurance  Corporation,  as financial guaranty insurer
("MBIA"), and the Creditor Representative,  pursuant to the Master Trust Account
Agreement dated as of April 17, 2003, as amended (the "Master Trust Agreement"),
by and among UACSC,  UAC, MBIA, the Creditor  Representative,  BNY Midwest Trust
Company,  the Bank of New  York,  Systems  &  Services  Technologies,  Inc.  and
JPMorgan Chase Bank.

                                    RECITALS

     A.   Reference  is  made  to  the   definition  of  "Eligible   Refinancing
          Transaction" in Section 1.01 of the Master Trust Agreement.

     B.   The parties hereto desire to designate additional Eligible Refinancing
          Transactions as authorized by the Indenture.

     NOW,  THEREFORE,  in accordance  with such  definition,  the parties hereto
hereby agree that the ____________ Transaction shall be an "Eligible Refinancing
Transaction" under the Master Trust Agreement.


     Capitalized  terms not  otherwise  defined  herein  shall have the meanings
assigned to them in the Master Trust Agreement.





                            [signature page follows]




<PAGE>

     IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Consent and
Designation  to be duly  executed  and  delivered  as of the date first  written
above.





                            UAC SECURITIZATION CORPORATION, as Seller





                            By:________________________________
                            Name:
                            Title:


                            UNION ACCEPTANCE CORPORATION





                            By:________________________________
                            Name:
                            Title:


                            MBIA INSURANCE CORPORATION, as
                            financial guaranty insurer





                            By:________________________________
                            Name:
                            Title:


                            CREDITOR REPRESENTATIVE


                            By: Plan Committee under the Second
                            Amended Plan of Reorganization of
                           Union Acceptance Corporation


                            By: Bingham McCutchen LLP





                            By:________________________________
                            Name:
                            Title: