EXHIBIT 4.5

                      IN THE UNITED STATES BANKRUPTCY COURT

                      FOR THE SOUTHERN DISTRICT OF INDIANA

                              INDIANAPOLIS DIVISION


In re:                            )          Chapter 11
                                  )
Union Acceptance Corporation,     )
                                  )          Case No. 02-19231
                 Debtor.          )          Honorable Basil H. Lorch, III

                 DEBTOR'S SECOND AMENDED PLAN OF REORGANIZATION
              UNDER CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE

James H.M. Sprayregen, P.C.
Joseph U. Schorer (Admitted pro hac vice)
KIRKLAND & ELLIS LLP
200 East Randolph Drive
Chicago, IL 60601-6636
(312) 861-2000 (telephone)
(312) 861-2200 (facsimile)

Michael I. Gottfried (Admitted pro hac vice)
KIRKLAND & ELLIS LLP
777 South Figueroa Street
Los Angeles, CA 90017
(213) 680-8400 (telephone)
(213) 680-8500 (facsimile)

Michael K. McCrory
Wendy D. Brewer
BARNES & THORNBURG
11 South Meridian Street
Indianapolis, IN 46204
(317) 236-1313 (telephone)
(317) 231-7433 (facsimile)

Co-Counsel for Debtor and Debtor-in-Possession
Dated: August 6, 2003

<PAGE>

                                TABLE OF CONTENTS

                                                                           Page



TABLE OF CONTENTS..............................................................i

ARTICLE I. DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION
        OF TIME AND GOVERNING LAW..............................................1
A. Rules of Interpretation, Computation of Time and Governing Law..............1
B. Proponents of Plan..........................................................2
C. Defined Terms...............................................................2

ARTICLE II. CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS...............9
A. UNCLASSIFIED CLAIMS.........................................................9
   1.       Administrative Expense Claims......................................9
   2.       Priority Claims....................................................9
B. CLASSIFIED CLAIMS AND EQUITY INTERESTS......................................9
   1.       Summary............................................................9
   2.       Class 1-Secured Claims............................................10
   3.       Class 2A-General Unsecured Claims Paid In Full....................11
   4.       Class 2B-General Unsecured Claims Paid On Effective Date..........11
   5.       Class 3-Senior Notes Claims.......................................11
   6.       Class 4-Subordinated Notes Claims.................................12
   7.       Class 5-Equity Interests..........................................13

ARTICLE III. ACCEPTANCE OR REJECTION OF THIS PLAN.............................13
A. Voting Classes.............................................................13
B. Acceptance by Impaired Classes.............................................13
C. Presumed Acceptance of this Plan...........................................13
D. Non-Consensual Confirmation................................................13

ARTICLE IV. EXECUTORY CONTRACTS AND UNEXPIRED LEASES..........................13
A. Assumption and Rejection of Executory Contracts and Unexpired Leases.......13
B. Rejection Claims; Cure of Defaults.........................................14

ARTICLE V. PROVISIONS FOR IMPLEMENTATION OF THIS PLAN.........................14
A. Vesting of Property and Assets of the Estate...............................14
B. Future Sales of Assets of the Estate.......................................14
   1.       Authority to Sell Assets..........................................14
   2.       Reduction in Post-Petition/Pre-Effective Date Interest............15
   3.       Waiver or Compromise..............................................15
   4.       Cooperation & Costs...............................................15
   5.       Incurring New Debt; Making Distributions; Etc.....................15
C. Corporate Action...........................................................16
D. Post-Effective Date Board of Directors.....................................16


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E. Cancellation and Reissuance of Notes, Instruments, Debenture...............16
F. Funding this Plan..........................................................16

ARTICLE VI. PROVISIONS REGARDING DISTRIBUTIONS................................18
A. Escrow Accounts and Distributions..........................................18
B. Delivery of Distributions..................................................18
C. Undeliverable Distributions................................................18
   1.       Holding of Undeliverable Distributions............................18
   2.       Failure to Claim Undeliverable Distributions......................18
D. Compliance with Tax Requirements/Allocation................................19
E. Time Bar to Cash Payments..................................................19
F. Distributions after Effective Date.........................................19
G. Fractional Dollars; De Minimis Distributions...............................19
H. Set-Offs...................................................................19
I. Preservation of Subordination Rights.......................................19
J. Waiver by Creditors of All Subordination Rights............................20
K. Settlement of Claims and Controversies.....................................20
L. Discharge of Claims........................................................20

ARTICLE VII. PROCEDURES FOR RESOLUTION OF DISPUTED, CONTINGENT
        AND UNLIQUIDATED CLAIMS OR EQUITY INTERESTS...........................20
A. Objections to Claims; Prosecution of Disputed Claims.......................20
B. Estimation of Claims.......................................................20
C. Controversy Concerning Impairment..........................................21
D. Payments and Distributions on Disputed Claims..............................21

ARTICLE VIII. RETENTION OF JURISDICTION.......................................21

ARTICLE IX. MISCELLANEOUS PROVISIONS..........................................22
A. Modification of Plan.......................................................23
B. Effectuating Documents, Further Transactions and Corporation Action........23
C. Dissolution of Creditors' Committee........................................23
D. Formation and Operation of Plan Committee..................................23
E. The Post-Effective Date Equity Committee...................................23
F. Payment of Statutory Fees..................................................24
G. Revocation of Plan.........................................................24
H. Successors and Assigns.....................................................24
I. Reservation of Rights......................................................24
J. Releases by Debtor.........................................................24
K. Exculpation; Indemnification...............................................25
L. Injunction.................................................................25
M. Indemnification of Directors, Officers and Employees.......................25
N. Assumption of D&O Insurance Policies.......................................25
O. Section 1146 Exemption.....................................................26
P. Restricted Securities......................................................26
Q. Further Assurances.........................................................26
R. Service of Documents.......................................................26


                                       ii


<PAGE>


S. Transactions on Business Days..............................................27
T. Filing of Additional Documents.............................................27
U. Post-Effective Date Fees and Expenses......................................27
V. Severability...............................................................27
W. Conflicts..................................................................27
X. Term of Injunctions or Stays...............................................27
Y. Entire Agreement...........................................................28
Z. Closing of the Chapter 11 Case.............................................29

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 -------------------------------------------------------------------------------
                         DEBTOR'S PLAN OF REORGANIZATION
              UNDER CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE
--------------------------------------------------------------------------------

     Union  Acceptance  Corporation  is the debtor in this  Chapter 11 Case.  On
October  31,  2002,  Debtor  commenced a  bankruptcy  case by filing a voluntary
Chapter 11 petition under the Bankruptcy  Code.  This document is the Chapter 11
Plan  proposed by Debtor.  Sent to you in the same  envelope as this document is
the Disclosure  Statement which has been approved by the Bankruptcy  Court,  and
which is provided to help you understand  this Plan.  The  Disclosure  Statement
contains a discussion  of Debtor's  history,  business,  results of  operations,
resolutions  of material  disputes,  significant  asset sales,  proposed plan of
reorganization,  cash  projections for the  distribution  of Debtor's  remaining
assets, and a summary of this Plan.

     This is a plan of reorganization.  In other words, Debtor seeks to maintain
certain limited  continued  operations of Debtor while  distributing  Net Estate
Proceeds to Holders of allowed claims against it.

     DEBTOR  URGES ALL HOLDERS OF CLAIMS AND EQUITY  INTERESTS TO READ THIS PLAN
AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY. NO SOLICITATION  MATERIALS OTHER
THAN THE DISCLOSURE  STATEMENT AND ANY SCHEDULES,  EXHIBITS OR LETTERS  ATTACHED
THERETO OR REFERENCED  THEREIN HAVE BEEN  AUTHORIZED BY DEBTOR OR THE BANKRUPTCY
COURT FOR USE IN SOLICITING ACCEPTANCES OR REJECTIONS OF THIS PLAN.

                                   ARTICLE I.
                     DEFINED TERMS, RULES OF INTERPRETATION,
                      COMPUTATION OF TIME AND GOVERNING LAW

A. Rules of Interpretation, Computation of Time and Governing Law

     For purposes herein: (a) whenever from the context it is appropriate,  each
term,  whether  stated in the  singular or the plural,  shall  include  both the
singular  and the plural,  and  pronouns  stated in the  masculine,  feminine or
neuter gender shall include the masculine,  feminine and the neuter gender;  (b)
any  reference  herein to a contract,  instrument,  release,  indenture or other
agreement or document  being in a  particular  form or on  particular  terms and
conditions  means  that such  document  shall be  substantially  in such form or
substantially  on such  terms and  conditions;  (c) any  reference  herein to an
existing document or exhibit Filed, or to be Filed,  shall mean such document or
exhibit,  as it may have been or may be amended,  modified or supplemented  from
time to time as of the  Effective  Date;  (d) unless  otherwise  specified,  all
references  herein to articles  and  sections  are  references  to articles  and
sections hereof or hereto; (e) the words "herein,"  "hereof;" and "hereto" refer
to this Plan in its entirety  rather than to a particular  portion of this Plan;
(f) captions and headings to articles and sections are inserted for  convenience
of  reference  only  and  are not  intended  to be a part  of or to  affect  the
interpretation hereof; (g) the rules of construction set forth in section 102 of
the Bankruptcy  Code shall apply;  (h) any term used in capitalized  form herein
that is not  otherwise  defined but that is used in the  Bankruptcy  Code or the
Bankruptcy  Rules shall have the meaning assigned to such term in the Bankruptcy
Code or the Bankruptcy  Rules, as the case may be; (i) all exhibits to this Plan
are



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incorporated  into this Plan,  and shall be deemed to be  included in this Plan,
regardless  of  when  filed  with  the  Bankruptcy  Court;  and (j)  whenever  a
distribution  of  property  is required  to be made on a  particular  date,  the
distribution shall be made on such date, or as soon as practicable thereafter.

     In  computing  any  period  of  time  prescribed  or  allowed  hereby,  the
provisions of Bankruptcy Rule 9006(a) shall apply.

     Except to the  extent  that the  Bankruptcy  Code or  Bankruptcy  Rules are
applicable, and subject to the provisions of any contract, instrument,  release,
indenture or other  agreement or document  entered into in connection  herewith,
the rights and obligations arising hereunder shall be governed by, and construed
and  enforced in  accordance  with,  the laws of the State of  Indiana,  without
giving effect to the principles of conflict of laws thereof.

B. Proponents of Plan

     Debtor has proposed this Plan.  Section II(B)  contains the  classification
and treatment of Claims and Equity Interests against Debtor.

C. Defined Terms

     Unless the context otherwise  requires,  the following terms shall have the
following meanings when used in capitalized form herein:

     1.  "Administrative  Expense Claim" means a Claim for costs and expenses of
administration  under sections  503(b) of the Bankruptcy Code and referred to in
sections 507(a)(1),  507(b) or 1114(e)(2) of the Bankruptcy Code, including, but
not limited to: (i) the actual and necessary  costs and expenses  incurred after
the Petition Date of preserving  the Estate and operating the business of Debtor
(such as wages, salaries,  reimbursement obligations or commissions for services
and  payments  for  goods  and  other  services  and  leased   premises);   (ii)
compensation for legal,  financial  advisory,  accounting and other services and
reimbursement  of expenses  awarded or allowed under sections 328, 330(a) or 331
of the  Bankruptcy  Code or otherwise for the period  commencing on the Petition
Date and ending on the  Confirmation  Date;  (iii) all fees and charges assessed
against the Estate under  chapter 123 of title 28 United  States Code, 28 U.S.C.
ss.ss.  1911-1930 and (iv) any obligations  designated as Allowed Administrative
Expense Claims pursuant to a Final Order.

     2. "Allowed  Claim" means (i) any Claim against  Debtor,  proof of which is
timely Filed, or by order of the Bankruptcy Court is not or will not be required
to be  Filed,  (ii)  any  Claim  that  has been or is  hereafter  listed  in the
Schedules as neither  disputed,  contingent  or  unliquidated,  and for which no
timely  Proof of Claim has been Filed,  or (iii) any Claim  Allowed  pursuant to
this  Plan;  provided,  however,  that with  respect to any Claim  described  in
clauses (i) or (ii) immediately  above,  such Claim shall be Allowed only if (a)
no objection to the allowance  thereof has been interposed within the applicable
period of time fixed by this Plan, the Bankruptcy  Code, the Bankruptcy Rules or
the  Bankruptcy  Court or (b) such an objection is so  interposed  and the Claim
shall have been  Allowed by a Final  Order (but only if such  allowance  was not
solely  for the  purpose  of voting to accept or reject  this  Plan).  Except as
otherwise


                                      A-2

<PAGE>

specified in this Plan or a Final Order of the Bankruptcy  Court,  the amount of
an Allowed  Claim  shall not  include  interest on such Claim from and after the
Petition Date.

     3. "Ballot" mean the ballots  accompanying  the  Disclosure  Statement upon
which  Holders  of  Impaired  Claims  entitled  to  vote  shall  indicate  their
acceptance or rejection of this Plan in accordance with this Plan and the Voting
Instructions.

     4.  "Bankruptcy  Code"  means  Title  11 of  the  United  States  Code  and
applicable portions of Titles 18 and 28 of the United States Code.

     5.  "Bankruptcy  Court" means the United  States  Bankruptcy  Court for the
Southern District of Indiana,  Indianapolis  division, or any other court having
jurisdiction over the Chapter 11 Case.

     6. "Bankruptcy Rules" means the Federal Rules of Bankruptcy  Procedure,  as
amended from time to Time,  as  applicable  to the Chapter 11 Case,  promulgated
under 28 U.S.C. ss. 2075 and the Local Rules of the Bankruptcy Court, as amended
from time to time.

     7.  "Business  Day" means any day,  other than a Saturday,  Sunday,  "legal
holiday"  (as  defined in  Bankruptcy  Rule  9006(a))  or any other day on which
commercial  banks in  Indianapolis,  Indiana are required or are  authorized  to
close by law or executive order.

     8.  "Cash"  means  legal  tender of the  United  States of  America  or the
equivalent thereof, including bank deposits, checks and Cash Equivalents.

     9. "Cash Equivalents" means all investments with a maturity of three months
or less when purchased.

     10. "Causes of Action" means all Claims,  actions, causes of action, suits,
debts, dues, sums of money,  accounts,  reckonings,  bonds, bills,  specialties,
covenants,   contracts,   controversies,    agreements,   promises,   variances,
trespasses,   damages,  judgments,   third-party  claims,   counterclaims,   and
crossclaims  (including,  but not  limited  to, all  claims  and any  avoidance,
recovery,  subordination  or other  actions  against  insiders  and/or any other
Entities under the Bankruptcy Code,  including sections 506, 510, 542, 543, 544,
545,  547, 548 549, 500,  551, and 553 of the  Bankruptcy  Code or otherwise) of
Debtor,  Debtor-in-Possession,  and/or the Estate  that are or may be pending on
the Effective Date or instituted by Reorganized Debtor, on behalf of the Estate,
after the Effective  Date against any Person or Entity,  based in law or equity,
including,  but not limited  to,  under the  Bankruptcy  Code,  whether  direct,
indirect,  derivative, or otherwise and whether asserted or unasserted as of the
date of entry of the Confirmation Order (unless released or resolved pursuant to
this Plan or otherwise prior to the Effective Date).

     11.  "Chapter  11 Case"  means  the  following  case  styled  In re:  Union
Acceptance  Corporation,  Case No. 02-19231- BHL-11,  commenced by Debtor on the
Petition Date.

     12.  "Claim"  means a claim of a Creditor  against  Debtor,  whether or not
asserted or Allowed, of the type described in Bankruptcy Code section 101(5).


                                      A-3
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     13.  "Class"  means a category of Holders of Claims or Equity  Interests as
set forth in Section II(B) herein.

     14.  "Confirmation"  means  the  entry on the  docket  by the  Clerk of the
Bankruptcy Court of the Confirmation Order.

     15. "Confirmation Date" means the date upon which the Confirmation Order is
entered by the Bankruptcy Court in its docket,  within the meaning of Bankruptcy
Rules 5003 and 9021.

     16.  "Confirmation  Hearing"  means the duly noticed  hearing to be held in
accordance with section 1128(a) of the Bankruptcy Code at which the Confirmation
Order is considered by the Bankruptcy Court.

     17. "Confirmation Order" means the order of the Bankruptcy Court confirming
this Plan pursuant to section 1129 of the Bankruptcy Code.

     18. "Consummation" means the occurrence of the Effective Date.

     19.  "Creditor" means any Entity that holds, on the Effective Date, a Claim
against Debtor that arose or is deemed to have arisen before the Petition Date.

     20.  "Creditors'   Committee"  means  the  Official  Committee  of  General
Unsecured Creditors appointed by the Office of the United States Trustee in this
Chapter 11 case pursuant to Bankruptcy Code section 1102(a)(1).  As appropriate,
the term shall mean the Plan Committee after the Effective Date.

     21. "Debtor" means UAC as debtor in the Chapter 11 Case.

     22. "Debtor-in-Possession" means UAC as debtor-in-possession in the Chapter
11 Case.

     23. "D&O  Insurance  Policy" means  collectively,  (i) the  directors'  and
officers'  insurance  policy in effect on the  Petition  Date for the benefit of
Debtor's  present  or  former  board  of  directors  and  officers  and (ii) any
additional  insurance that provides  continued  indemnification  from claims and
actions against Debtor's present or former directors or officers, or any of them
individually.

     24.  "Disclosure  Statement"  means the "Disclosure  Statement for Debtor's
First Amended Plan of  Reorganization  under Chapter 11 of the Bankruptcy  Code"
dated July ___,  2003,  including  the exhibits  attached  thereto,  as amended,
supplemented,  or  modified  from time to time,  describing  this Plan,  that is
prepared and distributed in accordance  with sections 1125,  1126(b) and/or 1145
of the Bankruptcy Code and Bankruptcy Rule 3018 and/or other applicable law.

     25.  "Disputed"  means,  as of the date of  determination,  any Claim:  (a)
listed on the  Schedules as  unliquidated,  disputed or  contingent,  unless and
until it is Allowed; (b) as to which Debtor or any other  party-in-interest  has
Filed a timely  objection  or request  for  estimation  in


                                      A-4
<PAGE>


accordance with the Bankruptcy Code and the Bankruptcy Rules, which objection or
request for  estimation  has not been  withdrawn or determined by a Final Order;
(c) as to which the deadline for filing  objections  has not passed  (whether or
not an objection  has been filed),  unless and to the extent such Claim has been
Allowed pursuant to an order that is a Final Order; or (d) is otherwise disputed
by Debtor or any other  party-in-interest  in accordance  with  applicable  law,
which dispute has not been withdrawn or determined by a Final Order.

     26.  "Disputed  Claims Escrow  Account" means an  interest-bearing  savings
account maintained by Debtor solely for the purpose of paying, and sufficient to
pay, all Disputed Claims in accordance with the terms of this Plan.

     27.  "Effective  Date" means the date selected by Debtor and which shall be
reasonably  acceptable  to the  Creditors'  Committee  which is one Business Day
after the  Confirmation  Date on which the  Confirmation  Order  becomes a Final
Order,  and all  conditions  to the  Effective  Date have been  satisfied or, if
waivable, waived, or as soon thereafter as is practicable.

     28.  "Entity"  means  an  entity  as  defined  in  section  101(15)  of the
Bankruptcy Code.

     29.  "Equity  Committee"  means the Official  Committee  of Equity  Holders
appointed by the Office of the United States Trustee in this Chapter 11 Case.

     30. "Equity Interest" means all equity interests in Debtor,  including, but
not limited to, all issued, unissued,  authorized or outstanding shares of stock
together  with any warrants,  options or contract  rights to purchase or acquire
such interests at any time.

     31. "Entered" or "Entry" means the recording on the Bankruptcy Court docket
for the Chapter 11 Case by the clerk of the Bankruptcy Court.

     32.  "Estate"  means the estate of Debtor  created  by  section  541 of the
Bankruptcy Code upon the Petition Date.

     33. "File" or "Filed" means file or filed with the Bankruptcy  Court in the
Chapter 11 Case.

     34. "Final  Distribution  Date" means the Business Day on which Reorganized
Debtor makes final, in full, distributions satisfying all Allowed Claims.

     35.  "Final Order" means an order of the  Bankruptcy  Court (i) as to which
the  time  to  appeal,   petition  for   certiorari  or  move  for   reargument,
reconsideration or rehearing has expired and as to which no appeal, petition for
certiorari or other proceedings for reargument,  reconsideration or rehearing is
pending;  or (ii) if an appeal,  writ of  certiorari,  reargument  or  rehearing
thereof has been sought,  such order has been  affirmed by the highest  court to
which such order was appealed or from which  certiorari was sought,  reargument,
reconsideration  or rehearing has been denied or resulted in no  modification of
such order, and the time to take any further appeal,  petition for certiorari or
move  for  reargument,  reconsideration  or  rehearing  has  expired;  provided,
however,  that a  possibility  that a motion  under Rule 59 or 60 of the Federal

                                      A-5

<PAGE>


Rules of Civil  Procedure or any analogous  Bankruptcy  Rule may be, but has not
been,  Filed with respect to such order,  shall not cause such order not to be a
Final Order.

     36. "Forced  Liquidity  Event" means the ability of certain  Creditors,  as
provided  in Section  V(B)(1)  herein,  to force the  Reorganized  Debtor or its
subsidiaries to engage in a sale or sales of the Retained Interests, receivables
or other fixed assets of the Estate as of the Effective Date.

     37.  "General  Unsecured  Claim" means any Claim against Debtor that is not
a/an (i) Administrative Expense Claim, (ii) Priority Claim, (iii) Secured Claim,
(iv) Senior Notes Claim or (v) Subordinated Notes Claim.

     38.  "Governmental  Unit" has the meaning ascribed to it in section 101(27)
of the Bankruptcy Code.

     39. "Holder" means the Person or Entity holding the beneficial  interest in
an Equity Interest or Claim.

     40. "Impaired" means a Claim that is impaired within the meaning of section
1124 of the Bankruptcy Code.

     41. "Interim  Distribution"  means quarterly  distributions  by Reorganized
Debtor to Claim  Holders  provided  that  Reorganized  Debtor  has at least $1.0
million of Cash on hand  available  for  distribution,  excluding  the Operating
Reserve.

     42.  "Litigation  Claims" means any Claim against Debtor resulting from the
ongoing litigation and/or adversary proceedings instituted against Debtor.

     43. "Litigation Escrow Account" means an  interest-bearing  savings account
maintained  by Debtor solely for the purpose of paying,  and  sufficient to pay,
all Litigation Claims in accordance with the terms of this Plan.

     44. "Master  Ballots" mean the master ballots  accompanying  the Disclosure
Statement upon which Holders of Impaired Claims shall indicate their  acceptance
or rejection of this Plan in accordance with the Voting Instructions.

     45. "Master Trust Account  Agreement" means that certain agreement executed
on April 17, 2003 by Debtor and MBIA,  among  others,  which  details the future
distribution  of all  proceeds  collected  from  the  receivables  within  UAC's
securitization  portfolio  in excess of the  amount  owed to the  Holders of the
asset-backed  securities issued in the securitization  transactions.  The Master
Trust  Account  Agreement  provides  the  structure  for the  funding  of credit
enhancement spread accounts associated with the UAC securitizations, the payment
of all fees associated with the securitization trusts and the servicing of UAC's
securitization portfolio and the thresholds and triggering events that allow for
distribution  of any  excess  cash  flow to the  estate of UAC  pursuant  to its
Retained Interest.  The terms of the Master Trust Account Agreement also provide
the terms for the final  settlement  between  UAC and MBIA with  respect  to the
adversary proceedings brought by UAC against MBIA in the Chapter 11 Case.

                                      A-6
<PAGE>

     46. "MBIA" means MBIA Insurance Corporation.

     47. "Net Estate  Proceeds" means, at any given point in time, the amount of
money in the Estate from Cash on hand, anticipated tax refunds, anticipated Cash
to be  received  by UAC or its  subsidiaries  under  the  Master  Trust  Account
Agreement  or UAC's  securitization  trusts in the form of servicer  advances or
Retained  Interest,  and refunds  from dealer  premium  rebates,  net of (i) the
amounts in the Disputed Claims Escrow Account, the Litigation Escrow Account and
the Professional Compensation Escrow Account, and (ii) the Operating Reserve.

     48.  "Operating  Reserve"  means $0.5  million  that  Debtor must have as a
reserve at the time of any interim  distribution  for  continued  operations  of
Reorganized  Debtor  to be  used  in the  regular  and  ordinary  course  of the
Reorganized  Debtor's  business and in  furtherance  of this Plan. The Operating
Reserve will not be required on and after a final distribution.

     49. "Person" means an individual, corporation,  partnership, joint venture,
association,  joint stock company,  limited liability company, limited liability
partnership,  trust,  trustee,  United States  Trustee,  estate,  unincorporated
organization, government, Governmental Unit (as defined in the Bankruptcy Code),
agency, or political subdivision thereof, or other entity.

     50.  "Petition Date" means October 31, 2002, the date on which Debtor filed
its  voluntary  petition for relief  under  Chapter 11 of the  Bankruptcy  Code,
thereby commencing this Chapter 11 Case.

     51. "Plan" means the "Debtor's First Amended Plan of  Reorganization  under
Chapter 11 of the  Bankruptcy  Code"  dated July ___,  2003,  together  with all
exhibits  hereto,  either in its present form or as it may be altered,  amended,
modified or supplemented  from time to time in accordance with the terms hereof,
the Bankruptcy Code and the Bankruptcy Rules.

     52. "Plan Committee" means a committee, to be formed on the Effective Date,
with only the following  duties:  (i)  overseeing the general  unsecured  claims
reconciliation  and settlement  process conducted by or on behalf of Reorganized
Debtor; (ii) formulating with Reorganized Debtor appropriate  procedures for the
settlement  of Claims;  (iii)  overseeing  the  distributions  to the Holders of
General  Unsecured Claims,  Senior Notes and Subordinated  Notes under this Plan
including,  but not limited to, the formation of and the distributions  from the
Disputed  Claims Escrow  Account;  (iv) appearing  before and being heard by the
Bankruptcy  Court and other courts of competent  jurisdiction in connection with
the above limited duties; (v) serving as the "Creditor Representative" under the
Master Trust Account Agreement (and related agreements);  (vi) during the period
commencing on the Effective  Date and ending on July 1, 2004 approving all major
decisions of the Reorganized  Debtor (which  approval shall not  unreasonably be
withheld),  including,  without limitation,  the incurrence of any indebtedness,
the making of any investment, the granting of any security interest or lien, the
acquisition  or sale of any  material  assets or any  merger,  consolidation  or
combination (unless  simultaneously with any of the foregoing all of the Allowed
Claims  of the  Reorganized  Debtor  and  other  obligations  under  this  Plan,
including  interest  thereon,  are to be paid in full in cash), any transactions
with any affiliate,  any change in the  compensation  of the Board of Directors,
the payment of any amount as a dividend  or for the  repurchase,  redemption  or
other distribution with respect to


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equity ownership,  the hiring of any personnel beyond those  contemplated by the
Plan, or changing the size or nature of the business  conducted as  contemplated
by the Plan;  and (vii)  engaging  in such other  matters as may be agreed  upon
between Reorganized Debtor and the Plan Committee or specified in this Plan. The
Plan  Committee  is hereby  empowered to perform all duties and take all actions
specified for the Plan Committee in the Plan.

     53. "Post  Effective Date Board of Directors"  means the board of directors
established pursuant to Section V(D) hereof.

     54.  "Post-Petition/Pre-Effective Date Interest" means the interest accrued
pursuant to the rates set forth in the Senior Notes and the Subordinated  Notes,
as the case may be,  without  regard to Events of  Default  thereunder,  for the
period  beginning  with the  Petition  Date and  ending  on the  Effective  Date
excluding any yield  maintenance  premium or make-whole  amounts other than such
amounts attributable to May 2002 Senior Notes.

     55.  "Priority  Claim"  means a Priority  Tax Claim or a Priority  Employee
Claim.

     56. "Priority Employee Claim" means a Claim of a current or former employee
of Debtor of the kind specified in section 507(a)(3) of the Bankruptcy Code.

     57.  "Priority Tax Claim" means a Claim of a Governmental  Unit of the kind
specified in section 507(a)(8) of the Bankruptcy Code.

     58.  "Professional"  means a Person or Entity employed  pursuant to a Final
Order in accordance  with sections 327 and 1103 of the Bankruptcy Code and to be
compensated for services  rendered prior to the Confirmation  Date,  pursuant to
sections  327,  328,  329,  330 and 331 of the  Bankruptcy  Code,  or for  which
compensation and reimbursement has been allowed by the Bankruptcy Court pursuant
to section 503(b)(4) of the Bankruptcy Code.

     59.  "Professional  Compensation"  means, at any given moment,  all accrued
fees and  expenses  (including  but not  limited to success  fees) for  services
rendered by all  Professionals  in the Chapter 11 Case that the Bankruptcy Court
has not  denied  by Final  Order,  to the  extent  such  fees and  expenses  are
anticipated  to continue  and/or have not been paid  regardless of whether a fee
application  is filed for such  amount.  To the  extent a court  denies by Final
Order a  Professional's  fees or  expenses,  such  amounts  shall no  longer  be
considered Professional Compensation.

     60.  "Professional  Compensation  Escrow Account" means an interest bearing
savings  account  maintained  by Debtor  solely for the  purpose of paying,  and
sufficient to pay, all Professional Compensation in accordance with the terms of
this Plan.

     61. "Pro Rata" means the  proportion  that an Allowed Claim in a particular
Class bears to the aggregate amount of Allowed Claims in such Class.

     62.  "Proof of Claim" has the  meaning  ascribed to it in  Bankruptcy  Rule
3001.

     63. "Releasees" means all officers, directors, employees, attorneys, crisis
managers,  financial  advisors,  accountants,  investment  bankers,  agents  and
representatives  of Debtor,


                                      A-8
<PAGE>


whether  current  or former,  in each case in their  capacity  as such,  whether
serving in such capacity before or after the Petition Date.

     64. "Reorganized Debtor" means Debtor after the Effective Date of this Plan
during  which time  Debtor  shall  continue  the  operation  of the  business as
contemplated by this Plan and perform all functions traditionally performed by a
liquidating  agent,  disbursing  agent  and  plan  administrator  including  the
disbursement of monies to Creditors.

     65.  "Restructured  Senior  Notes"  means  those  new debt  obligations  of
Reorganized  Debtor to be received by the Holders of the Allowed  Class 3 Senior
Notes  Claims in an original  principal  amount equal to the total amount of the
principal and unpaid pre-petition interest excluding, except with respect to the
May 2002 Senior Notes, the yield maintenance premiums (make-whole amounts), owed
as of the  Petition  Date to each such Holder under the Senior  Notes,  less the
amount  of Cash paid to such  Holder on the  Effective  Date.  The  Restructured
Senior  Notes in respect to the May 2002  Senior  Notes will  include  the yield
maintenance  premium  calculated  on the basis of the  existing  May 2002 Senior
Notes as if repaid on the Effective Date.

     66.  "Restructured  Senior Notes  Interest Rate" means a rate of 8.0% to be
paid on the unpaid outstanding balance of the Restructured Senior Notes.

     67.  "Restructured  Subordinated Notes" means those new debt obligations of
Reorganized Debtor to be received by the Holders of Allowed Class 4 Subordinated
Notes  Claims in an original  principal  amount equal to the total amount of the
principal and unpaid  pre-petition  interest,  excluding  the yield  maintenance
premiums  (make-whole  amounts) owed as of the Petition Date to each such Holder
under the Subordinated Notes.

     68. "Restructured Subordinated Notes Interest Rate" means a rate that in no
event  shall be less than 10.0% or  greater  than 12.0% to be paid in the unpaid
outstanding  balance of the Restructured  Subordinated  Notes in accordance with
the terms herein and Exhibit 1 to this Plan.

     69.  "Retained  Interest"  means  the  amount  held  by UAC  Securitization
Corporation and Performance  Securitization Corporation to which UAC is entitled
from residual cash flows from the  securitizations it completed,  in addition to
the base  servicing  fees UAC received for the servicing  and  collection of the
receivables it acquired.  The Retained  Interest  represents  collections on the
receivables  within the securitized  portfolio in excess of the amounts required
to pay the principal and interest on the asset backed  securities  issued in the
securitizations and other fees relating to the securitizations.

     70.  "Sales"  means  the  sale of  Debtor's  assets  including  sale of (i)
substantially   all  receivables   securing  two  revolving   warehouse   credit
facilities,  commonly known as the BofA Facility and the Wachovia Facility, with
a total  capacity  of $550.0  million  and  financed  by  Debtor's  wholly-owned
subsidiaries,  (ii) the assets  related to Debtor's  business  as servicer  with
respect to Debtor's securitized automobile receivables, and (iii) a portfolio of
auto loan receivables  having an approximate  principal  balance as of March 31,
2003  of   approximately   $4.8  million,   also  known  as  the   "Debtor-Owned
Receivables".

     71. "Schedules" mean the schedules of assets and liabilities,  schedules of
executory  contracts,  and the statement of financial  affairs as the Bankruptcy
Court requires  Debtor to file


                                      A-9
<PAGE>


pursuant to section 521 of the Bankruptcy  Code, the official  bankruptcy  forms
prescribed by the Judicial  Conference  of the United States in accordance  with
Bankruptcy  Rule 9009,  and the  Bankruptcy  Rules,  as they may be amended  and
supplemented from time to time.

     72. "Secured Claim" means (a) a Claim that is secured by s lien on property
in which  the  Estate  has an  interest,  which  lien is  valid,  perfected  and
enforceable  under  applicable  law or by  reason of a Final  Order,  or that is
subject to setoff under section 553 of the Bankruptcy Code, to the extent of the
value of the Creditor's interest in the Estate's interest in such property or to
the  extent of the  amount  subject  to setoff,  as  applicable,  as  determined
pursuant to section 506(a) of the Bankruptcy  Code, or (b) a Claim Allowed under
this Plan as a Secured Claim.

     73. "Senior Accrual Notes" means those new debt  obligations of Reorganized
Debtor to be received by the Holders of Allowed  Class 3 Senior  Notes Claims in
an  original  principal  amount  equal to the  Post-Petition/Pre-Effective  Date
Interest and accruing interest at a rate of 4.75% from the Effective Date to the
date of payment.

     74.  "Senior  Notes"  means (i) $65.0  million in notes issued by Debtor in
March 1997 and due  December  27,  2002,  comprised  of Senior  Notes  issued as
"Series  A" in the  principal  amount of $50.0  million at 7.75%  interest  (the
"Series A Senior  Notes")  and as  "Series B" in the  principal  amount of $15.0
million  at  7.97%  interest  (the  "Series  B  Senior  Notes"),  of  which  the
outstanding  principal  balance and accrued interest as of the Petition Date was
approximately  $33.7  million  and $10.1  million  respectively  and (ii)  $11.0
million of 12.0% unsecured Senior Notes issued by Debtor in a private  placement
in May 2002 and due April 30, 2007 (the "May 2002 Senior  Notes"),  of which the
outstanding  principal  balance and accrued interest as of the Petition Date was
approximately $11.1 million.

     75. "Solicitation Agent" means Bankruptcy Management  Corporation,  or such
other  Person  appointed  by  order  of  the  Bankruptcy  Court,  who  shall  be
responsible  for the  administration  of the entire voting  process,  including,
among  other  things,  determining  parties  eligible  to  vote  on  this  Plan,
identifying   registered  and  benefit  debt  and  equity  holders,   developing
presentation  and design of solicitation  materials,  producing and distributing
solicitation materials, daily tabulation reporting and certification of voting.

     76.  "Subordinated  Accrual Notes" means those new debt  obligations of the
Reorganized Debtor to be received by the Holders of Allowed Class 4 Subordinated
Notes    Claims   in   an    original    principal    amount    equal   to   the
Post-Petition/Pre-Effective  Date Interest and accruing  interest at the rate of
4.75% from the Effective Date to the date of payment.

     77.  "Subordinated  Notes" means $46.0 million of 9.99% Senior Subordinated
Notes  issued by Debtor in a private  placement  in April 1996 and due March 30,
2003, of which the outstanding  principal balance and accrued interest as of the
Petition Date was approximately $46.4 million.

     78.  "Trade  Debt  Interest  Rate"  means  a rate of 8.0% to be paid on the
unpaid outstanding balance of the General Unsecured Claims.

     79. "UAC" means Union Acceptance Corporation, an Indiana corporation.


                                      A-10
<PAGE>



     80.  "Unimpaired"  means a Claim that is  unimpaired  within the meaning of
section 1124 of the Bankruptcy Code.

     81.  "Unimpaired  Class"  means Class 1 and Class 5, which are not Impaired
Classes within the meaning of section 1124 of the Bankruptcy Code.

     82. "Voting Deadline" means _____________,  2003 at _____ p.m., (prevailing
________ time).

     83. "Voting  Instructions"  means the  instructions for voting on this Plan
contained  in the  section of the  Disclosure  Statement  entitled  "VOTING  AND
CONFIRMATION PROCEDURES" and in the Ballots and the Master Ballots.

                                  ARTICLE II.
              CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS

     As required by the Bankruptcy Code, this Plan classifies  Claims and Equity
Interests in various Classes according to their right to priority of payments as
provided in the Bankruptcy  Code,  states whether each Class of Claims or Equity
Interests is Impaired or Unimpaired,  and provides the treatment each Class will
receive under this Plan.

A. UNCLASSIFIED CLAIMS

     Certain  types of Claims are not placed into voting  classes;  instead they
are unclassified.  They are not considered Impaired and they do not vote on this
Plan because they are automatically  entitled to specific treatment provided for
them in the Bankruptcy Code. As such, Debtor has not placed the following Claims
in a Class. The treatment of these claims is provided below.

     1.   Administrative Expense Claims

     a.   Treatment.

     Subject to the provisions of sections 328, 330(a) and 331 of the Bankruptcy
Code,  each Holder of an Allowed  Administrative  Expense Claim will be paid the
full unpaid amount of such Allowed  Administrative  Expense Claim in Cash (i) on
the Effective Date of this Plan or as soon thereafter as is practicable, (ii) if
such  Administrative  Expense Claim is Allowed after the Effective  Date of this
Plan,  on the date such  Administrative  Expense  Claim is  Allowed,  or as soon
thereafter as is practicable, or (iii) upon such other terms as may be agreed by
such  Holder  and Debtor or  otherwise  upon an order of the  Bankruptcy  Court;
provided that Allowed  Administrative  Expense Claims  representing  obligations
incurred  in the  ordinary  course of business  or  otherwise  assumed by Debtor
pursuant  to this Plan will be  assumed on the  Effective  Date of this Plan and
paid or performed by Debtor when due in accordance with the terms and conditions
of the particular agreements governing such obligations.


                                      A-11
<PAGE>


     b.   Bar Date For Administrative Expense Claims.

     All applications for  compensation of Professionals  for services  rendered
and for  reimbursement of expenses incurred on or before the Effective Date, and
any  other  request  for  compensation  by any  person or  entity  for  making a
substantial  contribution  in the Chapter 11 Case,  and all other  requests  for
payment of an  Administrative  Expense Claim incurred  before the Effective Date
under  sections  507(a)(1)  or 503(b) of the  Bankruptcy  Code  (except only for
Claims  under 28 U.S.C.  section  1930)  shall be filed no later than forty five
(45) days after the  Effective  Date.  Any such Claim not filed by this deadline
shall be forever barred,  and any Creditor who is required to file a request for
payment of such Claim and who does not file such request by the  applicable  bar
date shall be forever barred from asserting such Claim against the Estate or any
of its respective property.

     2.   Priority Claims

     Priority Claims are comprised of Priority Tax Claims and Priority  Employee
Claims, if any. On the Effective Date or as soon as practicable thereafter, each
Holder of an Allowed Priority Claim due and payable on or prior to the Effective
Date  shall be paid  Cash in an  amount  equal  to the  amount  of such  Allowed
Priority Claim.

B. CLASSIFIED CLAIMS AND EQUITY INTERESTS

     1.   Summary

     The categories of Claims and Equity  Interests listed below classify Claims
and Equity  Interests  in or  against  Debtor for all  purposes,  including,  if
applicable,  for  voting,  confirmation  and  distribution  pursuant  hereto and
pursuant to sections  1122 and  1123(a)(1)  of the  Bankruptcy  Code. A Claim or
Equity  Interest  shall be deemed  classified in a particular  Class only to the
extent that the Claim or Equity  Interest  qualifies  within the  description of
that Class and shall be deemed  classified  in a  different  Class to the extent
that any  remainder  of such  Claim or  Equity  Interest  qualifies  within  the
description  of  such  different  Class.  A Claim  or  Equity  Interest  is in a
particular  Class  only to the  extent  that such  Claim or Equity  Interest  is
Allowed in that Class and has not been paid or otherwise  satisfied prior to the
Effective Date.

     The allowance,  classification  and treatment of all Allowed Claims and the
classification  and treatment of Equity  Interests and the  distributions to the
Holders of Allowed  Claims and  treatment  of the Holders of Allowed  Claims and
Equity  Interests  hereunder  take into account  and/or  conform to the relative
priority  and  rights  of the  Claims  and  Equity  Interests  in each  Class in
connection  with any  contractual,  legal  and  equitable  subordination  rights
relating   thereto  whether  arising  under  general   principles  of  equitable
subordination, section 510(b) of the Bankruptcy Code or otherwise.


                                      A-12
<PAGE>


     Summary of Classification and Treatment of Claims and Equity Interests

Class         Claim                         Status          Voting Right
------------- --------------------------------------------- --------------------

1             Secured Claims                Unimpaired      Deemed to Accept

2A            General Unsecured Claims      Impaired        Entitled to vote
              Paid in Full

2B            General Unsecured Claims      Impaired        Entitled to vote
              Paid on the Effective Date

3             Senior Notes Claims           Impaired        Entitled to vote

4             Subordinated Notes Claims     Impaired        Entitled to vote

5             Equity Interests              Unimpaired      Deemed to Accept



     2. Class 1-Secured Claims

     a.  Classification:  Class 1 consists of the Secured Claims. As of the date
of the filing of this Plan, Debtor is unaware of any outstanding Secured Claims.
Debtor, does not believe that there will be any Allowed Secured Claims.

     b. Treatment:  To the extent that any Person asserts a Secured Claim,  this
Plan will not alter any of the legal,  equitable and  contractual  rights of the
Holders of Class 1 Secured  Claims,  if any. Unless  otherwise  agreed to by the
Holder of the Allowed Class 1 Secured Claim, if any, and Debtor,  each Holder of
an Allowed Class 1 Secured Claim shall receive,  in full and final  satisfaction
of such Allowed Class 1 Secured Claim, one of the following  treatments,  in the
sole discretion of Debtor:

          (i) the payment of Cash equal to the amount of such  Holders'  Allowed
     Class 1 Secured Claim payable on the Effective  Date or as soon  thereafter
     as is practicable;

          (ii) the payment of the sale or disposition proceeds of the collateral
     securing each such Allowed Class 1 Secured Claim to the extent of the value
     of the Holder's interest in such property;

          (iii) the  surrender to each Holder of all  collateral  securing  each
     such Allowed Class 1 Secured Claim without representation or warranty by or
     further recourse against Debtor;  provided that, such surrender must render
     each such Allowed Class 1 Secured Claim Unimpaired pursuant to section 1124
     of the Bankruptcy Code; or

          (iv) treatment in any other manner so as to render the Allowed Class 1
     Secured  Claim  otherwise  Unimpaired  pursuant  to  section  1124  of  the
     Bankruptcy Code.

     c. Voting:  Class 1 is Unimpaired and the Holders of Class 1 Secured Claims
are  conclusively  deemed to have accepted this Plan pursuant to section 1126(f)
of the  Bankruptcy  Code.  Therefore,  the  Holders of Claims in Class 1 are not
entitled to vote to accept or reject this Plan.


                                      A-13


<PAGE>



     3.   Class 2A -- General Unsecured Claims Paid In Full

     a.  Classification:  Class 2A  consists  of the  General  Unsecured  Claims
against Debtor other than Holders of General  Unsecured  Claims who have elected
treatment  as Class 2B.  Class 2A may include,  without  limitation,  Holders of
Claims for executory  contract and lease rejection  damages and trade and dealer
payables.  Such  General  Unsecured  Claims are not  entitled to priority  under
Bankruptcy Code Section 507(a).

     b.  Treatment:  On  the  Effective  Date,  or  as  soon  thereafter  as  is
practicable,  Holders of Allowed Class 2A General Unsecured Claims shall receive
a Pro Rata  distribution,  in Cash, of the available Net Estate  Proceeds on par
with the amounts  that would be  distributed,  in the  aggregate,  to Holders of
Allowed  Class 3 Senior  Notes  Claims and Class 4  Subordinated  Notes  Claims.
Provided  that there is at least  $1.0  million  of cash on hand  available  for
distribution,  excluding the Operating Reserve,  Reorganized Debtor, thereafter,
shall make  Interim  Distributions  to the  Holders of Allowed  Class 2A General
Unsecured Claims on the same basis until the Holders of Allowed Class 2A General
Unsecured  Claims are paid in full and final  satisfaction  of their  respective
Allowed Class 2A General Unsecured Claims.  Until such time as the Allowed Class
2A General  Unsecured  Claims are satisfied in full, the  outstanding  principal
balance of such  claims  shall earn  interest at the Trade Debt  Interest  Rate,
commencing on the Effective Date.  Debtor  ultimately  anticipates 100% recovery
for the Holders of Allowed Class 2A General Unsecured Claims.

     c.  Voting:  Class 2A is  Impaired  and the  Holders  of  Class 2A  General
Unsecured Claims are entitled to vote to accept or reject this Plan.

     4.   Class 2B -- General Unsecured Claims Paid On Effective Date

     a.  Classification:  Class 2B  consists  of the  General  Unsecured  Claims
against  Debtor that have elected  treatment  under Class 2B. Only a Holder of a
General Unsecured Claim in an amount up to $50,000,  or who voluntarily  reduces
their claim to $50,000 or less, may elect to receive  treatment  under Class 2B.
Class 2B General  Unsecured Claims are not entitled to priority under Bankruptcy
Code section 507(a).

     b.  Treatment:   On  the  Effective  Date  or  as  soon  thereafter  as  is
practicable, Holders of Allowed Class 2B General Unsecured Claims shall receive,
in full and final  satisfaction  of their  Allowed  Class 2B  General  Unsecured
Claims,  payment of Cash equal to 87.5% of the amount of such  Holder's  Allowed
Class 2B General Unsecured Claim.

     c.  Voting:  Class 2B is  Impaired  and the  Holders  of  Class 2B  General
Unsecured Claims who have elected  treatment under Class 2B are entitled to vote
to accept or reject this Plan.

     5.   Class 3 -- Senior Notes Claims

     a. Classification: Class 3 consists of the Senior Notes Claims.

     b. Treatment:  Holders of Allowed Class 3 Senior Notes Claims shall receive
on the Effective Date or as soon  thereafter as is  practicable:  (a) a pro rata
distribution,  in Cash, of the

                                      A-14


<PAGE>



available  Net Estate  Proceeds in an amount on par with amounts  payable to the
holders of Allowed  Class 2A General  Unsecured  Claims,  and of Allowed Class 4
Subordinated Notes Claims, but also taking into account the subordination of the
Allowed  Class 4  Subordinated  Notes Claims to the Allowed Class 3 Senior Notes
Claims such that  distributions  otherwise payable to holders of Allowed Class 4
Subordinated Notes Claims shall be paid over to the holders of the Allowed Class
3 Senior Notes Claims,  (b) the  Restructured  Senior Notes,  and (c) the Senior
Accrual Notes:

          (i) Restructured  Senior Notes: The Restructured  Senior Notes will be
     deemed  to have been  issued  in  exchange  for the  Senior  Notes and will
     provide for interest at an annual rate of 8.0%  commencing on the Effective
     Date,  paid quarterly in Cash (the "Senior Notes  Interest").  Senior Notes
     Interest   shall  be  paid  prior  to  any  payment  of  principal  on  the
     Restructured Senior Notes.

          (ii) Senior Accrual  Notes:  The Senior Accrual Notes will provide for
     interest  to accrue  from the  Effective  Date at an annual  rate of 4.75%.
     Interest and principal  will be paid out to holders of Senior Accrual Notes
     Claims and holders of  Subordinated  Accrual  Notes  Claims on a pari passu
     basis  subsequent  to payment in full of all interest and  principal on the
     Restructured Senior Notes and the Restructured Subordinated Notes.

          (iii) Yield Maintenance  Claims:  Since interest is being paid at full
     contract rates through maturity, yield maintenance provisions (make-wholes)
     in the Senior Notes Claims shall not be paid except with respect to the May
     2002 Senior Notes,  which May 2002 Senior Notes will be entitled to a claim
     for such  payment  calculated  on the basis of the existing May 2002 Senior
     Notes as if repaid on the Effective  Date. The yield  maintenance  claim of
     the  holders  of the May 2002  Senior  Notes  shall be in an amount  not to
     exceed  $440,000.   Notwithstanding  any  other  yield  maintenance  claims
     included in proofs of claim  filed by the holders of Class 3 Senior  Notes,
     all such claims with the  exception of the claims of the holders of the May
     2002  Senior  Notes as  provided  herein  shall be waived and of no further
     effect without the need for further objection.

     c.  Voting:  Class 3 is Impaired  and the  Holders of Class 3 Senior  Notes
Claims are entitled to vote to accept or reject this Plan.

     6.   Class 4 -- Subordinated Notes Claims

     a. Classification: Class 4 consists of the Subordinated Notes Claims.

     b. Treatment:

          (i) Restructured  Subordinated  Notes:  The Restructured  Subordinated
     Notes will be deemed to have been issued in exchange  for the  Subordinated
     Notes and will provide for interest at the Restructured  Subordinated Notes
     Interest Rate.  Interest  payments on the Restructured  Subordinated  Notes
     shall  be paid  prior  to the  payment  of  principal  on the  Restructured
     Subordinated  Notes.  Adjustments to the  Restructured  Subordinated  Notes
     Interest  Rate  would be made in  increments


                                      A-15

<PAGE>



     of 50 basis points for each "step" of  performance  improvement.  The steps
     would  occur  between  actual   cumulative   weighted  average  loss  rates
     determined by schedules  developed from projections for lifetime loss rates
     of 8.53% and 8.13% and would go up by a maximum  additional  2%.  Exhibit H
     hereto sets forth the targets for  performance  improvement  steps for each
     quarter  against  which  the  actual  results  reflected  in the  portfolio
     servicing  reports  can be tested to  determine  if any  adjustment  in the
     Subordinated  Notes  Interest is  required.  The test would be applied on a
     quarterly basis and applied to the then-completed quarter based on the most
     recently  reported actual  cumulative  weighted  average loss  performance,
     provided  that if loss rates later  increased,  the interest  rate would be
     adjusted downward as well (but not below 10%). Interest on the Restructured
     Subordinated Notes will be PIK (i.e.,  compounded) until December 31, 2003,
     on a  quarterly  basis.  After  such  date,  interest  on the  Restructured
     Subordinated  Notes will be current  cash pay (with a PIK  component to the
     extent  that  cash  is not  available  or  reserved  to make  current  cash
     payments). The Reorganized Debtor shall create an interest reserve from the
     $10.2 million  anticipated  tax refund  relating to the year ended June 30,
     2003 to provide for all scheduled  Restructured  Subordinated Note interest
     payments during 2004.

          (ii) Subordinated  Accrual Notes: The Subordinated  Accrual Notes will
     provide for interest to accrue from the Effective Date at an annual rate of
     4.75%. Interest and principal will be paid out to holders of Senior Accrual
     Notes  Claims and holders of  Subordinated  Accrual  Notes Claims on a pari
     passu basis  subsequent to payment in full of all interest and principal on
     the Restructured Senior Notes and the Restructured Subordinated Notes.

          (iii) Yield Maintenance  Claims:  Since interest is being paid at full
     contract rates through maturity, yield maintenance provisions (make-wholes)
     in the  Subordinated  Note Claims  shall not be paid.  Notwithstanding  any
     yield  maintenance  claims included in proofs of claim filed by the holders
     of Class 4  Subordinated  Notes,  all such claims shall be waived and of no
     further effect without the need for further objection.

     c. Voting:  Class 4 is Impaired and Holders of Allowed Class 4 Subordinated
Notes Claims are entitled to vote to accept or reject this Plan.

     7.   Class 5 -- Equity Interests

     a. Classification: Class 5 consists of the Equity Interests in Debtor.

     b. Treatment:  On the Effective Date,  Class 5 Equity Interests will retain
their equity interests.

     c. Voting: Class 5 is Unimpaired and the Holders of Class 5 Equity Interest
Claims are  conclusively  deemed to have  accepted this Plan pursuant to section
1126(f) of the Bankruptcy Code. Therefore,  the Holders of Claims in Class 5 are
not entitled to vote to accept or reject this Plan.


                                      A-16
<PAGE>



                                  ARTICLE III.
                      ACCEPTANCE OR REJECTION OF THIS PLAN

A. Voting Classes

     Subject to Article V hereof, Claim Holders in each Impaired Class of Claims
are entitled to vote as a class to accept or reject this Plan. Each Holder of an
Allowed Claim in Classes 2A, 2B, 3, and 4 shall be entitled to vote to accept or
reject this Plan.

B. Acceptance by Impaired Classes

     An Impaired  Class of Claims shall be deemed to have  accepted this Plan if
(a) the Holders (other than any Holder  designated  under section 1126(e) of the
Bankruptcy Code) of at least two-thirds in amount of the Allowed Claims actually
voting in such Class have voted to accept this Plan and (b) the  Holders  (other
than any Holder designated under section 1126(e) of the Bankruptcy Code) of more
than one-half in number of the Allowed Claims actually voting in such Class have
voted to accept this Plan.

C. Presumed Acceptance of this Plan

     Classes  1 and 5 are  Unimpaired  under  this  Plan,  and,  therefore,  are
presumed  to  have  accepted  this  Plan  pursuant  to  section  1126(f)  of the
Bankruptcy Code.

D. Non-Consensual Confirmation

     To the extent that any  Impaired  Class  rejects  this Plan or is deemed to
have rejected this Plan, Debtor will request Confirmation of this Plan as it may
be modified from time to time,  under section  1129(b) of the  Bankruptcy  Code.
Debtor reserves the right to alter, amend, modify,  revoke or withdraw this Plan
or any  amendment  or  supplement  thereto,  including  to amend or modify it to
satisfy  the  requirements  of  section  1129(b)  of  the  Bankruptcy  Code,  if
necessary.

                                  ARTICLE IV.
                    EXECUTORY CONTRACTS AND UNEXPIRED LEASES

A. Assumption and Rejection of Executory Contracts and Unexpired Leases

     Any executory  contracts or unexpired leases that have not expired by their
own terms or which Debtor has terminated pursuant to the terms of the applicable
agreement on or prior to the  Effective  Date,  which Debtor has not assumed and
assigned or rejected with the approval of the Bankruptcy  Court, or that are not
the  subject of a motion to assume the same  pending as of the  Effective  Date,
shall be deemed  rejected by Debtor on the  Effective  Date and the entry of the
Confirmation  Order by the Bankruptcy  Court shall  constitute  approval of such
rejection pursuant to sections 365(a) and 1123 of the Bankruptcy Code.

B. Rejection Claims; Cure of Defaults

     If the  rejection of an executory  contract or unexpired  lease  results in
damages to the other party or parties to such  contract or lease,  any Claim for
such  damages,  if not

                                      A-17
<PAGE>



heretofore  evidenced  by a Proof of Claim that has been  Filed,  shall,  unless
otherwise  ordered by the  Bankruptcy  Court or  provided  for in this Plan,  be
forever barred and shall not be enforceable against Debtor, the Estate, or their
properties,  successors or assigns,  unless a Proof of Claim is Filed and served
upon counsel for Debtor and the  Creditors'  Committee  within  thirty (30) days
after  the date of entry of an order  of the  Bankruptcy  Court  approving  such
rejection.

                                   ARTICLE V.
                   PROVISIONS FOR IMPLEMENTATION OF THIS PLAN

A. Vesting of Property and Assets of the Estate

     On the  Effective  Date,  any and all  property  of the Estate  that is not
distributed  under  this Plan shall  remain  property  of the  Estate  under the
exclusive  control of  Reorganized  Debtor  and, as  provided  herein,  the Plan
Committee.

B. Future Sales of Assets of the Estate

     1. Authority to Sell Assets

     On and after the Effective Date until June 30, 2004,  subject to compliance
with the Servicing Transfer Agreement by and among Debtor,  Systems and Services
Technologies,  Inc., MBIA Insurance  Corporation,  Creditor  Representative  and
certain other parties, dated April 17, 2003 and in all other agreements executed
by Debtor in connection therewith on or about the same date,  Reorganized Debtor
shall  have the sole  authority  to engage in a sale,  sales or  disposition  of
Retained  Interests or other assets of the Estate as of the  Effective  Date for
fair market value,  without  further  approval of the  Bankruptcy  Court (unless
otherwise  warranted by the  circumstances  at the time of such sale),  but only
with the support of the Plan Committee,  or if simultaneously  with such sale or
disposition all of the Allowed Claims, including interest thereon, is to be paid
in full in cash; provided however that Reorganized Debtor shall provide the Plan
Committee and the Equity  Committee (if in existence)  with at least twenty days
notice  prior to engaging in such sale,  and the Plan  Committee  and the Equity
Committee (if in existence) may request  intervention of the Bankruptcy Court to
resolve any dispute with respect to such sale or disposition.  On and after July
1, 2004,  the holders of the  majority in principal  amount of the  Restructured
Subordinated Notes and holders of Class 2 General Unsecured Claims may force the
Reorganized  Debtor to engage in a Forced  Liquidity  Event.  In addition,  from
October 1, 2004 - December 31, 2004, if any  obligations  remain  outstanding in
respect  of the  Restructured  Senior  Notes,  the  holders of the  majority  in
principal amount of the  Restructured  Senior Notes may cause a Forced Liquidity
Event on the same terms and conditions as could the holders of the  Restructured
Subordinated  Notes,  so long as any such  amounts  remain  outstanding  for any
reason other than the failure of Reorganized  Debtor to receive the  anticipated
tax  refund in the  approximate  amount of $10.2  million  in  respect of losses
incurred in its fiscal year ended June 30,  2003.  On or after  January l, 2005,
the majority of the holders in principal amount of the Restructured Senior Notes
and the Class 2 General  Unsecured  Claims  may cause a Forced  Liquidity  Event
without  penalty and without  restriction  at any time.  The Creditors who cause
such a Forced  Liquidity  Event must give not less than sixty (60) days  advance
written notice to the Reorganized  Debtor,  members of the Equity  Committee and
the Plan  Committee,  and each of


                                      A-18
<PAGE>


the respective  parties' counsels of a Forced Liquidity Event,  which notice may
be given not more  than  thirty  (30)  days  prior to the  relevant  period  for
exercise  of such  right  (for  example,  June 1,  2004 for the  initial  period
starting  July 1,  2004).  A Forced  Liquidity  Event  shall be  subject  to any
contractual conditions to which the Debtor or its Subsidiaries are parties.

     With respect to any Forced Liquidity Event, the Creditors electing to cause
such an event shall control the process,  unless the Holders of the Restructured
Senior  Notes and the  Restructured  Subordinated  Notes each elect to cause the
Force  Liquidity  Event,  in which case the process  shall be  controlled by the
holders  of the  Restructured  Senior  Notes.  All  decisions  on  behalf of the
Creditors  causing  a Forced  Liquidity  Event  will be made by  holders  with a
majority of outstanding  amounts of Restructured Senior Notes or of Restructured
Subordinated Notes and the Class 2 General Unsecured Claims, as the case may be,
but, in each case,  without regard to any obligations  held or controlled by the
holders  of  the  Class  5  Equity   Interest   or  any  of  their   affiliates.
Notwithstanding the foregoing, the Bankruptcy Court shall retain jurisdiction to
address any sale or dispute in connection with a Forced Liquidity Event.

     2.   Reduction in Post-Petition/Pre-Effective Date Interest

     If a Forced  Liquidity  Event were to occur  during the period from July 1,
2004 to September 30, 2004, the principal amount of the Senior Accrual Notes and
the  Subordinated  Accrual Notes shall be reduced by $3.3  million.  If a Forced
Liquidity  Event occurred during the period from October 1, 2004 to December 31,
2004,  the principal  amount of the Senior  Accrual  Notes and the  Subordinated
Accrual Notes shall be reduced by $1.67  million.  In each case,  the amounts of
the Senior Accrual Notes and the Subordinated  Accrual Notes to be reduced shall
be ratable (based on aggregate outstanding principal).

     3.   Waiver or Compromise

     In the event of a Forced  Liquidity  Event,  the  majority  Holders  of the
Restructured  Senior Notes or the Restructured  Subordinated  Notes, as the case
may be, may compromise or waive the principal on the Senior Accrual Notes or the
Subordinated  Accrual  Notes,  respectively,  as set  forth  in the  immediately
preceding paragraph, provided, that in each case, the treatment of such amounts,
as it relates to Senior Accrual Notes and  Subordinated  Accrual Notes,  is on a
pari passu basis.

     4.   Cooperation & Costs

     In the case of a Forced  Liquidity  Event,  the  holders  of Class 5 Equity
Interest Claims agree to cooperate in the  liquidation  effort and further agree
to not, in any way,  frustrate or delay such a  liquidation.  The Debtor and the
Creditors'  Committee agree to develop and implement a mutually  agreeable sales
process and timetable and further agree to utilize the retained  jurisdiction of
the Bankruptcy Court in such a sales process.

     If a Forced  Liquidity  Event is begun  but is not  successfully  concluded
because  the  Creditors  have  determined  that it  would  produce  insufficient
recoveries,  50.0% of the costs of such sale effort  above $0.5  million will be
borne by the Creditors in the form of reduced  recoveries on the Senior  Accrual
Notes and Subordinated  Accrual Notes. Such a reduction shall


                                      A-19
<PAGE>

be made  ratably as between the  holders of the  Restructured  Senior  Notes and
Restructured Subordinated Notes based on aggregate outstanding principal.

     Only reasonable costs will be incurred,  in the reasonable  judgment of the
advisors to the  Reorganized  Debtor and the Plan  Committee;  if such  advisors
disagree,  the matter will be referred to a mutually acceptable party that would
decide appropriate process and cost structure.

     Creditors  further  agree that the  Reorganized  Debtor  and/or  holders of
Equity  Interests  may,  at any time,  finance or  refinance  and, to the extent
possible,  Creditors  agree to cooperate with  facilitating  such a financing or
refinancing.  Any such refinance must pay all outstanding  Allowed Claims of the
Reorganized Debtor and other amounts owed pursuant to this Plan,  including,  in
each case,  interest,  in full in Cash or unless  approved by the Plan Committee
(which approval shall not be unreasonably withheld).

     5.   Incurring New Debt; Making Distributions; Etc.

     For so long as any amounts remain due under the Restructured  Senior Notes,
the Restructured  Subordinated Notes, the Senior Accrual Notes, the Subordinated
Accrual  Notes or to the  holders of Class 2 Claims  (collectively,  the "Senior
Debt"),  the  Reorganized  Debtor (not inclusive of any  subsidiaries  thereof),
shall  not:  (a)  incur  any new debt  (including  any  credit-like  liabilities
incurred  by the  Reorganized  Debtor  except  for trade  debt  incurred  in the
ordinary  course)  unless  such new debt is  expressly  subordinated  in payment
rights to the Senior Debt;  (b) pay any amount as a dividend or for  repurchase,
redemption or other distribution with respect to equity ownership; (c) grant any
security  interest or lien, except as to purchase money security  interests;  or
(d) transfer,  encumber or otherwise  dispose of the Retained  Interests  unless
simultaneously  with  such  transfer,  encumbrance  or  disposition,  all of the
Allowed  Claims  and other  obligations  under  this  Plan,  including  interest
thereon, are to be paid in full in cash or unless approved by the Plan Committee
(which approval shall not be unreasonably withheld).

C. Corporate Action

     Upon the  entry of the  Confirmation  Order by the  Bankruptcy  Court,  all
matters  provided  under this Plan  involving the corporate  structure of Debtor
shall be deemed  authorized  and  approved  without any  requirement  of further
action by Debtor, the Equity Interest Holders or Debtor's board of directors.

D. Post-Effective Date Board of Directors

     On the Effective  Date,  the  then-incumbent  board of directors  initially
shall be reduced to three (3) members and shall serve as the Post-Effective Date
Board of  Directors  and such  Post-Effective  Date  Board  of  Directors  shall
thereafter  be  established,  elected  and  re-elected  in  accordance  with the
Company's  existing  charter  and  bylaws.  The  Post-Effective  Date  Board  of
Directors  may be  increased to five (5) members at the sole  discretion  of the
Post-Effective  Date Board,  and may be increased in excess of five members with
the  consent of the Plan  Committee,  which  consent  shall not be  unreasonably
withheld.  All final actions to be taken by  Reorganized  Debtor with respect to
the assets of the Estate shall be done under the  authorization  or direction of
the Post-Effective  Date Board of Directors but the Plan Committee shall be kept
apprised of all matters on at least a monthly basis or as warranted.

                                      A-20
<PAGE>



     Reorganized Debtor will provide the Post-Effective  Date Board of Directors
with  quarterly  reports  concerning the status of the assets held by the Estate
and the date of any proposed  Interim  Distributions.  In addition,  Reorganized
Debtor  shall give the  Post-Effective  Date Board of  Directors at least thirty
(30) days written notification of the Final Distribution Date.

     Each member of the Post-Effective Date Board of Directors shall be entitled
to  receive  reasonable  fees and  reimbursement  for all  reasonable  costs and
expenses incurred in carrying out his or her duties as appropriately  determined
by the Post-Effective Date Board of Directors.  The Post-Effective Date Board of
Directors shall be entitled to retain and consult with existing Debtor's counsel
and such other  professionals as may be deemed  necessary by the  Post-Effective
Date Board of  Directors  to carry out its  responsibilities  under the terms of
this Plan.

E. Cancellation and Reissuance of Notes, Instruments, Debenture

     On the  Effective  Date,  except to the extent  provided  otherwise in this
Plan, all notes, instruments, certificates and other documents evidencing Claims
shall be canceled and deemed  terminated.  The Senior Notes and the Subordinated
Notes shall be reissued by  Reorganized  Debtor in accordance  with the terms of
this Plan.

F. Funding this Plan

     Cash  available for  distribution  to holders of Allowed  Claims on or soon
after the Effective  Date. The Cash available for  distribution on the Effective
Date,  or  as  soon  thereafter  as  is  practicable,   to  holders  of  Allowed
Administrative  Claims, Allowed Priority Claims, Allowed Class 1 Secured Claims,
Allowed Class 2A General  Unsecured  Claims,  Allowed Class 2B General Unsecured
Claims,  Allowed Class 3 Senior Notes Claims,  and Allowed Class 4  Subordinated
Note Claims will consist of the following and only the following:

     o    Cash remaining in the Estate from operation of the business;

     o    Cash received from the sale or collection of the receivables  securing
          the Wachovia  Facility and the BofA Facility,  the Servicing  Business
          and Debtor-Owned Receivables;

     o    Cash  distributed  from the master trust  account  (the "Master  Trust
          Account")  upon the  Confirmation  of the Plan in accordance  with the
          Master Trust Account Agreement. The Master Trust Account Agreement, by
          and among UAC,  SST,  MBIA,  and  certain of UAC's  subsidiaries,  and
          acknowledged   by   the   securitization   trustees   to   the   prior
          securitization   transactions,   executed  in   connection   with  the
          settlement reached with MBIA,  provides the structure for all payments
          to UAC  after  Confirmation  of this  Plan  pursuant  to the  Retained
          Interest  including payment of approximately  $5.2 million in servicer
          advances and  approximately  $12.5  million on Plan  Consummation  and
          additional  distributions  on the Retained  Interest over the next 6.5
          years. On each scheduled  monthly  payment date,  after payment of all
          fees relating to the operation of the securitization trusts and Master


                                      A-21
<PAGE>

          Trust and servicing fees  associated  with the collection of Cash from
          the  underlying  receivables  and after  payment  of  interest  to the
          Holders of the asset-backed  securities  issued in the  securitization
          transactions, all proceeds collected from the receivables within UAC's
          securitization  portfolio shall be used first to maintain the required
          collateral  amounts in each of the credit  enhancement spread accounts
          tied  to each of  UAC's  securitizations.  The  Master  Trust  Account
          Agreement incorporates the concept of "cross-collateralization," under
          which all Cash collected from  receivables  within one  securitization
          can be used for  credit  enhancement  purposes  for any other of UAC's
          prior  securitizations if there are any deficiencies within a specific
          credit  enhancement  spread  account.  All cash  flow in excess of the
          payment to the Holders of the  asset-backed  securities  issued in the
          securitization,  the cash retained in the collateral  spread  accounts
          and the  payment  of the fees  associated  with the  operation  of the
          Master Trust shall be initially  accumulated  to prescribed  levels in
          the  Master  Trust  Account  Agreement  to be  available  to fund cash
          requirements of the securitization trusts. Cash available in excess of
          such  prescribed  amounts will be distributed to UAC's estate pursuant
          to the Retained Interest, subject to certain restrictions contained in
          the Master Trust Account Agreement. A more detailed description of the
          structure  for  payments  made from the Master  Trust to UAC's  estate
          pursuant  to the  Retained  Interest  is  provided  in the  Disclosure
          Statement;

     o    Cash  received  from  repayment  of the  servicer  advances  under the
          securitization trusts or the Master Trust Account Agreement;

     o    Collections of dealer premium rebates;

     o    Cash  received  in the form of federal,  state and local tax  refunds.
          Debtor  anticipates  a tax refund in the  approximate  amount of $10.2
          million in respect of losses  incurred  in its fiscal  year ended June
          30, 2003 which  federal tax refund is  anticipated  to be received not
          later than the 1st quarter of 2004; and

     o    Cash received from liquidation of miscellaneous assets

     Any amounts received by the Reorganized  Debtor after the Effective Date in
connection  with any  investments  by the  holders of the Equity  Interest,  any
permitted  indebtedness  and any value created  thereby,  shall be maintained in
separate  accounts and shall not be commingled  with funds  identified  above as
being  available for  distribution to holders of Allowed Claims and shall not be
used to make  distributions  to the holders of Allowed  Claims unless  otherwise
agreed by the  Reorganized  Debtor and approved by a majority in voting power of
the holders of the Equity Interests.


                                      A-22
<PAGE>



                                  ARTICLE VI.
                       PROVISIONS REGARDING DISTRIBUTIONS

A. Escrow Accounts and Distributions

     On the Effective  Date,  Debtor shall  establish and fund the  Professional
Compensation  Escrow  Account,  the  Litigation  Escrow Account and the Disputed
Claims Escrow Account. Before any distributions are made under this Plan, Debtor
shall reserve from the Net Estate  Proceeds the amounts  necessary to ensure the
payment of all Professional Compensation,  Allowed Litigation Claims and Allowed
Disputed Claims under this Plan.

     Reorganized  Debtor will make the required  distributions  under this Plan.
Debtor will make  distributions to Classes 1, 2A, 2B and 3 on the Effective Date
or as soon thereafter as is practicable. Reorganized Debtor shall administer all
remaining property and assets of the Estate.  The Interim  Distributions made to
Classes  2A, 3, and 4 over the  course  of this Plan  shall be made from the Net
Estate Proceeds. The Interim Distributions shall be made pro rata to all Holders
of Classes  2A and 3 Allowed  Claims in the manner  described  in Section  II(B)
until such time as the Class 3 Allowed Claims are paid in full, then pro rata to
all Holders of Class 2A and 4 Allowed Claims in the manner  described in Section
II(B)  until  such time as the Class 2A and Class 4 Allowed  Claims  are paid in
full.

     Payments,  other than  Interim  Distributions,  required or permitted to be
made by  Reorganized  Debtor  pursuant  to this Plan  during the period from the
Effective Date to the Final  Distribution  Date shall be made from the Operating
Reserve,  the Professional  Compensation  Escrow Account,  the Litigation Escrow
Account, or the Disputed Claims Escrow Account, as applicable.

     Unless  the  Entity  receiving  a  payment  agrees  otherwise,   Debtor  or
Reorganized Debtor, as applicable, at its election will make any payment in Cash
to be made by the Estate by check drawn on a domestic  bank or by wire  transfer
from a domestic bank.

B. Delivery of Distributions

     Subject  to the  provisions  of  Bankruptcy  Rule  2002(g),  and  except as
otherwise  provided herein,  distributions  and deliveries to Holders of Allowed
Claims  shall be made at the  address of each such  Holder set forth on Debtor's
books and records unless  superseded by the address set forth on Proofs of Claim
Filed by any such  Holder,  or at the last known  address of such a Holder if no
Proof of Claim is Filed or if Debtor has been notified in writing, via certified
mail,  of a change of  address.  Except as further  provided by this Plan or the
Bankruptcy  Code,  Debtor will make all  distributions  in  accordance  with the
provisions  of the  applicable  promissory  note,  note  purchase  agreement  or
analogous instrument or agreement, if any.

C. Undeliverable Distributions

     1.   Holding of Undeliverable Distributions

     If any  distribution  to  any  Holder  is  returned  to  either  Debtor  or
Reorganized Debtor as undeliverable,  no further  distributions shall be made to
such Holder unless and until Debtor or

                                      A-23
<PAGE>


Reorganized Debtor, as applicable,  is notified, in writing, via certified mail,
of  such  Holder's  then-current  address.  All  Entities  ultimately  receiving
undeliverable  Cash shall not be entitled to any  interest or other  accruals of
any kind.  Nothing  contained in this Plan shall require  Debtor or  Reorganized
Debtor to attempt to locate any Holder of an Allowed Claim.

     2. Failure to Claim Undeliverable Distributions

     Any Holder of an Allowed Claim that does not assert its rights  pursuant to
this Plan to receive a  distribution  within  six (6) months  from and after the
date such  distribution  is returned as  undeliverable  shall have such Holder's
Claim for such undeliverable distribution discharged and shall be forever barred
from asserting any such Claim against Debtor, Reorganized Debtor, or the Estate.
In such case, any  consideration  held for distribution on account of such Claim
or  Interest  shall  revert  to  the  Estate  for   distribution  to  the  other
beneficiaries of the Estate in accordance with the terms of this Plan.

D. Compliance with Tax Requirements/Allocation

     To the extent  applicable,  Reorganized  Debtor  shall  comply with all tax
withholding and reporting  requirements  imposed on it by any Governmental Unit,
and all distributions pursuant to this Plan shall be subject to such withholding
and reporting requirements. For tax purposes,  distributions received in respect
of  Allowed  Claims  will be  allocated  first to the  principal  amount of such
Claims, with any excess allocated to unpaid accrued interest.

E. Time Bar to Cash Payments

     Checks issued by Debtor or Reorganized Debtor, as applicable, on account of
Allowed Claims shall be null and void if not negotiated  within ninety (90) days
from and after the date of issuance  thereof.  Requests  for  reissuance  of any
check shall be made directly to Debtor or Reorganized Debtor, as applicable,  by
the Holder of the Allowed Claim with respect to which such check  originally was
issued. Any claim in respect of such a voided check shall be made within six (6)
months from and after the date of issuance of such check.  After such date,  all
Claims in respect of voided  checks shall be discharged  and forever  barred and
the Estate  shall  retain all monies  related  thereto for  distribution  to the
beneficiaries of the Estate in accordance with the terms of this Plan.

F. Distributions after Effective Date

     Distributions  made after the Effective  Date to Holders of Claims that are
not Allowed  Claims as of the  Effective  Date,  but which later become  Allowed
Claims,  shall  be  deemed  to have  been  made on the  Effective  Date.  Unless
otherwise  specifically  provided in this Plan, Debtor shall not be obligated to
pay interest on account of any Claim not paid on the  Effective  Date other than
interest   accumulating  on  the  Restructured  Senior  Notes  and  Restructured
Subordinated Notes.

G. Fractional Dollars; De Minimis Distributions

     Notwithstanding  anything  contained  herein to the  contrary,  payments of
fractions of dollars  will not be made.  Whenever any payment of a fraction of a
dollar under this Plan would

                                      A-24

<PAGE>


otherwise be called for, the actual payment made will reflect a rounding of such
fraction to the nearest  dollar (up or down),  with half dollars  being  rounded
down. Debtor or Reorganized Debtor, as applicable,  will not be required to make
any payment of less than two hundred fifty dollars ($250.00) with respect to any
Allowed  Claim  unless a request  therefor  is made in  writing  to Debtor on or
before ninety (90) days after the Effective Date.

H.   Set-Offs

     Debtor or  Reorganized  Debtor,  as applicable,  may,  pursuant to sections
502(d) or 553 of the Bankruptcy  Code or applicable  nonbankruptcy  law, set off
against any Allowed Claim and the distributions to be made pursuant to this Plan
on account thereof  (before any  distribution is made on account of such Claim),
the  Claims,  rights  and Causes of Action of any  nature  that  Debtor may hold
against the Holder of such Allowed Claim;  provided,  however,  that neither the
failure to effect such a set-off nor the allowance of any Claim  hereunder shall
constitute  a waiver or  release  by Debtor  or  Reorganized  Debtor of any such
claims,  rights  and  causes of action  that  Debtor or  Reorganized  Debtor may
possess against such Holder; and, provided,  further,  that nothing contained in
this Plan is  intended  to limit the  rights of any  Creditor  to  effectuate  a
set-off  prior  to the  Effective  Date in  accordance  with the  provisions  of
sections 362 and 553 of the Bankruptcy Code.

I. Preservation of Subordination Rights

     All  subordination  rights  and claims  relating  to  subordination  of the
Allowed Claim of any Creditor or Equity Interest shall remain valid, enforceable
and  unimpaired  in  accordance  with  section  510 of the  Bankruptcy  Code  or
otherwise,  except as  otherwise  provided in this Plan.  Such  rights  shall be
reflected in the Restructured Senior Notes and in the Restructured  Subordinated
Notes.

J. Waiver by Creditors of All Subordination Rights

     Except as otherwise  ordered by the Bankruptcy Court (or as provided in the
immediately  preceding  Paragraph  I), each Holder of a Claim shall be deemed to
have waived all contractual,  legal and equitable subordination rights that such
Holder  may  have,   whether  arising  under  general  principles  of  equitable
subordination,  section 510(c) of the Bankruptcy Code or otherwise, with respect
to any  and  all  distributions  to be  made  under  this  Plan,  and  all  such
contractual, legal or equitable subordination rights that each Holder of a Claim
has  individually and collectively  with respect to any such  distribution  made
pursuant  to this Plan  shall be  discharged  and  terminated,  and all  actions
related to the  enforcement  of such  subordination  rights will be  permanently
enjoined.

K. Settlement of Claims and Controversies

     Pursuant to Bankruptcy Rule 9019 and in consideration for the distributions
and other  benefits  provided under this Plan, the provisions of this Plan shall
constitute a good faith  compromise  and  settlement of claims or  controversies
relating to the contractual,  Legal and subordination  rights that a Holder of a
Claim may have with respect to any Allowed  Claim with respect  thereto,  or any
distribution to be made on account of such an Allowed Claim.


                                      A-25
<PAGE>


L. Discharge of Claims

     Except as otherwise provided herein: (a) the rights afforded herein and the
treatment of all Claims and Equity  Interests  herein,  shall be in exchange for
and in complete  satisfaction,  discharge  and release of, all Claims and Equity
Interests of any nature  whatsoever,  including  any interest  accrued on Claims
from and  after  the  Petition  Date,  against  Debtor  or any of its  assets or
properties,  (b) on the Effective  Date,  all such Claims  against,  and Equity,
Interests in, Debtor shall be satisfied,  discharged  and released in full,  and
(c) all Persons shall be precluded from asserting  against  Debtor,  the Estate,
their  successors or their assets or properties,  any other or further Claims or
Equity  Interests based upon any act or omission,  transaction or other activity
of any kind or nature that occurred prior to the Confirmation  Date.  Payment of
all Claims or other amounts due under the Plan shall be made in accordance  with
the  terms  of  the  Plan,  the  Restructured  Senior  Notes,  the  Restructured
Subordinated  Notes, the Senior Accrual Notes,  the  Subordinated  Accrual Notes
and, with respect to the Class 2 Claims,  in accordance  with the  provisions of
the Plan.

                                  ARTICLE VII.
                PROCEDURES FOR RESOLUTION OF DISPUTED, CONTINGENT
                   AND UNLIQUIDATED CLAIMS OR EQUITY INTERESTS

A. Objections to Claims; Prosecution of Disputed Claims

     Debtor,  Reorganized Debtor, or the Estate, as applicable,  shall object to
the allowance of Claims or Equity Interests Filed with the Bankruptcy Court with
respect to which they dispute  liability  or allowance in whole or in part.  All
objections  shall be litigated  prior to Final Order;  provided,  however,  that
Debtor  or  Reorganized  Debtor  shall  have  the  authority  to  file,  settle,
compromise  or  withdraw  any  objections  to Claims,  without  approval  of the
Bankruptcy Court.  Unless otherwise  ordered by the Bankruptcy Court,  Debtor or
Reorganized  Debtor,  as the case may be, will file and serve all  objections to
Claims as soon as practicable.

     Notwithstanding  the foregoing,  Debtor or Reorganized Debtor, on behalf of
the Estate,  shall have the exclusive right for a period of sixty (60) days from
Plan  Confirmation  to file  objections  to,  withdraw  or  commence  litigation
regarding the allowance of Claims provided,  however, that Debtor shall have the
right to seek extension of the such objection period.

B. Estimation of Claims

     Reorganized  Debtor, on behalf of the Estate,  may at any time request that
the  Bankruptcy  Court  estimate any  contingent or Disputed  Claim  pursuant to
section  502(c)  of  the  Bankruptcy   Code  regardless  of  whether  Debtor  or
Reorganized  Debtor  previously  has  objected  to such  Claim  or  whether  the
Bankruptcy  Court has ruled on any such  objection.  The  Bankruptcy  Court will
retain  jurisdiction  to  estimate  any  Claim  at any  time  during  litigation
concerning any objection to any Claim, including, without limitation, during the
pendency of any appeal relating to any such objection. Subject to the provisions
of section 502(j) of the Bankruptcy Code, in the event that the Bankruptcy Court
estimates  any  contingent  or Disputed  Claim,  the amount so  estimated  shall
constitute  either the Allowed  amount of such Claim or a maximum  limitation on
such Claim, as is determined by the Bankruptcy  Court.  If the estimated  amount
constitutes  a  maximum

                                      A-26
<PAGE>


limitation on the amount of such Claim, Debtor, Reorganized Debtor or the Estate
may pursue  supplementary  proceedings  to object to the  allowance  or ultimate
payment  of  such  Claim.  All  of  the  aforementioned  Claims  and  objection,
estimation  and  resolution  procedures  are intended to be  cumulative  and not
necessarily  exclusive of one another.  Claims may be estimated and subsequently
compromised,  settled,  withdrawn or resolved by any  mechanism  approved by the
Bankruptcy Court.

C. Controversy Concerning Impairment

     If a controversy  arises as to whether any Claims or Equity  Interests,  or
any Class of Claims or Equity  Interests,  are  Impaired  under this  Plan,  the
Bankruptcy Court shall,  after notice and a hearing,  determine that controversy
before the Confirmation Date.

D. Payments and Distributions on Disputed Claims

     Notwithstanding  any provision herein to the contrary,  except as otherwise
agreed to by Reorganized Debtor, in its sole discretion,  no partial payments or
partial  distributions will be made in satisfaction of a Disputed Claim until it
is resolved by settlement or Final Order.

     Notwithstanding  the  foregoing,  Reorganized  Debtor  will set aside  such
portion of Cash as necessary to provide required  distributions  for each Holder
as if that Disputed Claim were an Allowed Claim, either based upon the amount of
the  Claim as filed  with the  Bankruptcy  Court or the  amount  of the Claim as
estimated by the Bankruptcy Court.

     Twenty  calendar days after the calendar  quarter in which a Disputed Claim
becomes,  in  whole  or in part  an  Allowed  Claim,  Reorganized  Debtor  shall
distribute to the Holder thereof the distributions, if any, to which such Holder
is then entitled  under this Plan.  Such  distribution,  if any, will be made as
soon as practicable  after the date that the order or judgment of the Bankruptcy
Court  allowing such Disputed  Claim becomes a Final Order.  No interest will be
paid on  Disputed  Claims  that  later  become  Allowed  or with  respect to any
distribution in satisfaction thereof to a Holder.

                                 ARTICLE VIII.
                            RETENTION OF JURISDICTION

     Notwithstanding  the entry of the Confirmation  Order and the occurrence of
the Effective Date, the Bankruptcy Court shall retain such jurisdiction over the
Chapter  11 Case after the  Effective  Date as  legally  permissible,  including
jurisdiction to:

     1. allow, disallow, determine,  liquidate,  classify, estimate or establish
the priority or secured or unsecured  status of any Claim or Equity Interest (as
applicable),  including  the  resolution  of  any  request  for  payment  of any
Administrative Expense Claim and the resolution of any and all objections to the
allowance or priority of Claims;

     2.  grant  or deny  any  applications  for  allowance  of  compensation  or
reimbursement  of expenses  authorized  pursuant to the Bankruptcy  Code or this
Plan, for periods ending on or before the Effective Date;

                                      A-27
<PAGE>



     3. resolve any matters related to the assumption, assumption and assignment
or rejection of any executory  contract and  unexpired  lease to which Debtor is
party or with respect to which Debtor may be liable and to hear,  determine and,
if necessary, liquidate, any Claims arising therefrom;

     4. resolve any matters  related to disputes  arising in or out of the Sales
or future sales of Reorganized Debtor's remaining assets;

     5. ensure that  distributions to Holders of Allowed Claims are accomplished
pursuant to the provisions hereof;

     6. decide or resolve  any  motions,  adversary  proceedings,  contested  or
litigated  matters  and any other  matters  and  grant or deny any  applications
involving Debtor that may be pending on the Effective Date, or that, pursuant to
this Plan,  may be  instituted  by  Reorganized  Debtor or the Estate  after the
Effective  Date;  provided  however that Debtor and the Estate shall reserve the
right to commence collection  actions,  actions to recover receivables and other
similar actions in all appropriate jurisdictions;

     7. enter such orders as may be  necessary  or  appropriate  to implement or
consummate  the  provisions  hereof and all  contracts,  instruments,  releases,
indentures  and other  agreements or documents  created in connection  with this
Plan or the Disclosure Statement;

     8. resolve any cases,  controversies,  suits or disputes  that may arise in
connection with the Consummation,  interpretation or enforcement of this Plan or
any Person's or Entity's obligations incurred in connection with this Plan;

     9. issue  injunctions,  enter and implement other orders or take such other
actions as may be  necessary  or  appropriate  to restrain  interference  by any
Person or Entity  with  Consummation  or  enforcement  of this  Plan,  except as
otherwise provided herein;

     10. resolve any cases, controversies, suits or disputes with respect to the
injunction  contained  in  Article  IX hereof or any  other  similar  provisions
contained  herein and enter any orders that may be necessary or  appropriate  to
implement such releases, injunction and other provisions;

     11. enter and implement any orders that are necessary or appropriate if the
Confirmation  Order is for any reason  modified,  stayed,  reversed,  revoked or
vacated;

     12. determine any other matters that may arise in connection with or relate
to this Plan, the Disclosure Statement,  the Confirmation Order or any contract,
instrument,  release,  indenture  or other  agreement  or  document  created  in
connection with this Plan or the Disclosure Statement; and

     13. enter an order and/or final decree concluding the Chapter 11 Case.


                                      A-28
<PAGE>



                                  ARTICLE IX.
                            MISCELLANEOUS PROVISIONS


A. Modification of Plan

     Modification of or amendments to this Plan may be Filed with the Bankruptcy
Court  no  later  than  two  days  before  the  Confirmation  Hearing.  Any such
modification  or supplement  shall be considered a modification of this Plan and
shall be made in accordance with the terms of this Plan.  Upon its Filing,  this
Plan and any  modifications  or  supplements  thereof,  may be  inspected in the
office  of the  clerk of the  Bankruptcy  Court or its  designee  during  normal
business hours.  Holders of Claims and Equity Interests may obtain a copy of the
modification of Plan by contacting the Solicitation  Agent at  1-888-909-0100 or
review such documents on the Internet at  www.bmccorp.net.  The documents in any
Plan supplement or  modification  are an integral part of this Plan and shall be
approved by the Bankruptcy Court pursuant to the Confirmation Order.

     Subject to the limitations contained in this Plan:

     1. Debtor  reserves the right,  in accordance  with the Bankruptcy Code and
the  Bankruptcy  Rules,  to amend or modify  this Plan prior to the entry of the
Confirmation Order; and

     After the entry of the Confirmation  Order,  Reorganized  Debtor, may, upon
order of the  Bankruptcy  Court,  amend or modify this Plan, in accordance  with
section  1127(b) of the  Bankruptcy  Code,  or remedy any defect or  omission or
reconcile any  inconsistency  in this Plan in such manner as may be necessary to
carry out the purpose and intent of this Plan.

B. Effectuating Documents, Further Transactions and Corporation Action

     Debtor is authorized to execute,  deliver,  file or record such  contracts,
instruments, releases and other agreements or documents and take such actions as
may be necessary or appropriate to  effectuate,  implement and further  evidence
the terms and  conditions  hereof and the notes and securities  issued  pursuant
hereto.

     Prior to, on or after the  Effective  Date (as  appropriate),  all  matters
provided  for  hereunder  that would  otherwise  require  approval of the Equity
Interest  Holders,  the  directors of Debtor,  or  Post-Effective  Date Board of
Directors  shall be deemed to have  occurred and shall be in effect prior to, on
or  after  the  Effective  Date  (as  appropriate)   pursuant  to  the  Business
Corporation  Law of the State of  Indiana  without  any  requirement  of further
action by the Equity Interest  Holders,  directors of Debtor,  or Post-Effective
Date Board of Directors.

C. Dissolution of Creditors' Committee

     Upon the Effective Date, the Creditors'  Committee  shall dissolve,  except
with  respect to any appeal of an order in the Chapter 11 Case and  applications
for  payment  of  Professional  Compensation,  and  members  of  the  Creditors'
Committee  shall  be  released  and  discharged  from  all  rights,  duties  and
liabilities arising from, or related to, the Chapter 11 Case.


                                      A-29
<PAGE>



D. Formation and Operation of Plan Committee

     Upon the  Effective  Date,  the Plan  Committee  shall be formed.  The Plan
Committee  shall  consist of not fewer than three (3) members to be appointed by
the  Creditors'  Committee and may adopt by-laws  governing its conduct.  For so
long as the Claims  reconciliation  process shall continue,  Reorganized  Debtor
shall make regular reports to the Plan Committee as and when Reorganized  Debtor
and the Plan Committee may reasonably agree upon. The Plan Committee may employ,
without further order of the Court, professionals reasonably necessary to assist
it in carrying  out its duties as limited  above,  including  any  professionals
previously  retained  by the  Committee  and  Reorganized  Debtor  shall pay the
reasonable  costs  and  expenses  of the Plan  Committee,  including  reasonable
professional  fees, in the ordinary  course without  further order of the Court.
The Plan Committee shall be deemed to be the "Creditor Representative" under the
Master  Trust  Account  Agreement  (and related  agreements)  from and after the
Effective  Date and  shall  designate  a  successor  to serve as such  "Creditor
Representative" at such time as the Plan Committee shall cease to exist.

E. The Post-Effective Date Equity Committee

     Unless  procedures  for  the  sale or  other  disposition  of the  Retained
Interests are approved by the Bankruptcy  Court prior to the Effective Date, the
Equity Committee shall continue in existence after the Effective Date solely for
the following limited  purposes:  (a) participating in any appeal from or motion
for  reconsideration  or review of any order in the  Chapter  11 Case and in any
proceedings  or  contested  matter  with  respect to the  allowance  of fees and
expenses  pursuant to sections 328, 330 or 331 of the  Bankruptcy  Code; and (b)
participating  in any  proceeding  or contested  matter  relating to the sale or
refinancing   of  the   Retained   Interest   and  any   appeal  or  motion  for
reconsideration or review with respect thereto.

     The Equity Committee shall have the authority to retain such  professionals
as it reasonably believes necessary to assist it in carrying out its duties with
respect  to the  foregoing  matters,  including  such  professionals  previously
retained  by the Equity  Committee,  and the  Reorganized  Debtor  shall pay the
reasonable  costs and  expenses of the Equity  Committee,  including  reasonable
professional fees and costs, in the ordinary course without further order of the
Court.

     The Equity  Committee shall dissolve and its members shall be and be deemed
to have been  released  and  discharged  from all duties,  responsibilities  and
liabilities  arising  from or  related  to the  Chapter  11 Case and its pre and
post-Effective  Date activities related thereto upon the earlier of (i) approval
of procedures for the sale or other disposition of the Retained Interests,  (ii)
the  affirmative  vote of a  majority  of its  then-existing  members,  or (iii)
September 30, 2005.

F. Payment of Statutory Fees

     All fees  payable  pursuant  to  section  1930(a) of Title 28 of the United
States Code, as determined by the  Bankruptcy  Court at the hearing  pursuant to
section 1128 of the Bankruptcy Code,  shall be paid for each quarter  (including
any  fraction  thereof)  until the Chapter 11 Case is  converted,  dismissed  or
closed, whichever occurs first.

                                     A-30

<PAGE>





G. Revocation of Plan

     Debtor  reserves  the right to revoke or  withdraw  this Plan  prior to the
Confirmation  Date and to file  subsequent  plans of  reorganization.  If Debtor
revokes or withdraws  this Plan, or if  Confirmation  or  Consummation  does not
occur,  then (a) this  Plan  shall  be null  and void in all  respects,  (b) any
settlement or compromise embodied in this Plan (including the fixing or limiting
to an amount  certain any Claim or Class of Claims),  assumption or rejection of
executory  contracts  or leases  affected  by this  Plan,  and any  document  or
agreement  executed  pursuant  hereto,  shall be deemed  null and void,  and (c)
nothing  contained in this Plan shall (i)  constitute a waiver or release of any
Claims by or against,  or any Equity  Interests  in, Debtor or any other Person,
(ii) prejudice in any manner the rights of Debtor or any other Person,  or (iii)
constitute an admission of any sort by Debtor or any other Person.

H. Successors and Assigns

     The  rights,  benefits  and  obligations  of any Person or Entity  named or
referred  to herein  shall be binding  on, and shall inure to the benefit of any
heir, executor, administrator, successor or assign of such Person or Entity.

I. Reservation of Rights

     Except as  expressly  set forth  herein,  this Plan  shall have no force or
effect unless the Bankruptcy Court shall enter the Confirmation  Order.  None of
the filing of this Plan,  any statement or provision  contained  herein,  or the
taking of any  action  by Debtor  with  respect  to this Plan or the  Disclosure
Statement shall be or shall be deemed to be an admission or waiver of any rights
of Debtor with respect to the Holders of Claims or Equity Interests prior to the
Effective Date.

J. Releases by Debtor

     Except  as  otherwise  specifically  provided  in the  Plan,  for  good and
valuable  consideration,  including  the  service  of the  officers,  directors,
employees,  members,  attorneys,  financial  advisors,  accountants,  investment
bankers,  agents and representatives of the Company,  the Creditors'  Committee,
and the Equity Committee,  present and former, in each case in their capacity as
such (the  "Releasees")  to facilitate our  expeditious  reorganization  and the
implementation of the restructuring  contemplated by the Plan, the Releasees, on
and  after the  Effective  Date,  are  deemed  released  by the  Debtor  and the
Reorganized  Debtor from any and all Claims (as defined in section 101(5) of the
Bankruptcy  Code),  obligations,  rights,  suits,  damages,  causes  of  action,
remedies  and  liabilities  whatsoever,  whether  known or unknown,  foreseen or
unforeseen,  existing or hereinafter arising, in law, equity or otherwise,  that
the Debtor,  the Reorganized Debtor and any subsidiaries would have been legally
entitled to assert in their own right (whether  individually or collectively) or
on behalf of the  holder of any  Claim or  Equity  Interest  or other  person or
entity,  based  in  whole  or in part  upon  any act or  omission,  transaction,
agreement, event or other occurrence (except for gross negligence,  recklessness
or willful misconduct) taking place on or before the Effective Date.


                                      A-31
<PAGE>




K. Exculpation; Indemnification

     Debtor, the Releasees,  the Creditors' Committee, the Equity Committee, and
employees, agents, members and professionals of each of the foregoing (acting in
such capacity only) shall neither have,  nor incur,  any liability to any person
or  entity  for any pre or  post-petition  act taken or  omitted  to be taken in
connection  with,  or related,  to the  formulation,  negotiation,  preparation,
dissemination,  implementation,  administration, Confirmation or Consummation of
this Plan,  the  Disclosure  Statement or any contract,  instrument,  release or
other agreement or document created or entered into in connection with this Plan
or any  other  pre- or  post-petition  act  taken  or  omitted  to be  taken  in
connection with or in  contemplation of the  restructuring,  so long as, in each
case such  action,  or  failure to act,  did not  constitute  gross  negligence,
recklessness or willful misconduct.  Any act or omission taken with the approval
of the  Bankruptcy  Court will be  conclusively  deemed not to constitute  gross
negligence, recklessness, or willful misconduct. This section is not intended to
affect the police and regulatory activities of governmental regulatory agencies.

L. Injunction

     Except as otherwise  expressly  provided in the Plan or obligations  issued
pursuant  to the Plan,  all  Persons  that have  held,  hold or may hold  Claims
against or Equity  Interests  in Debtor or any claims  against  any Person  with
respect to claims or assertions that are in any way derivative of or through the
Debtor are  permanently  enjoined,  from and after the Effective  Date, from (a)
commencing  or  continuing  in any manner any action or other  proceeding of any
kind against Debtor; (b) enforcing,  attaching,  collecting or recovering by any
manner  or means  any  judgment,  award,  decree or order  against  Debtor;  (c)
creating,  perfecting,  or enforcing any encumbrance of any kind against Debtor,
or the  property  or estate  of  Debtor;  (d)  asserting  any  right of  setoff,
subrogation  or recoupment of any kind against any  obligation  due to Debtor or
against  the  property  or estate of Debtor  with  respect  to any such Claim or
Equity  Interest  except  as  part of the  Claims  resolution  process;  and (e)
commencing  or  continuing  in any manner any action or other  proceeding of any
kind  against  Debtor in  respect  of any Claim or Cause of Action  released  or
settled hereunder.

M. Indemnification of Directors, Officers and Employees

     The Debtor's  obligations to indemnify any person serving at any time on or
prior  to the  Effective  Date as one of the  Debtor's  directors,  officers  or
employees by reason of such person's service in such capacity, or as a director,
officer or  employee of any other  corporation  or legal  entity,  to the extent
provided in the Debtor's articles of  incorporation,  certificates of formation,
corporate  charters,  bylaws and similar corporate  documents as in effect as of
the date of entry of the  Confirmation  Order,  by a written  agreement with the
Debtor or under  Indiana  state  corporate  law,  shall be deemed and treated as
executory contracts that the Reorganized Debtor shall assume pursuant hereto and
section 365 of the Bankruptcy Code as of the Effective Date.  Accordingly,  such
indemnification  obligations shall survive unimpaired and unaffected by entry of
the Confirmation Order, irrespective of whether such indemnification is owed for
an act or event occurring  before or after the Petition Date.  Without  limiting
the foregoing and in addition to the  foregoing,  the  Reorganized  Debtor shall
assume all  indemnity  obligations  referred to

                                      A-32
<PAGE>



herein.  As such, this Plan, in effect provides  administrative  claim treatment
for  pre-petition   indemnification   claims,   if  any,  based  on  substantial
contributions made by the Debtor's directors, officers, and/or employees.

N. Assumption of D&O Insurance Policies

     All directors' and officers'  liability  insurance policies ("D&O Insurance
Policies")  maintained by Debtor are hereby assumed.  Entry of the  Confirmation
Order shall constitute  approval of such assumptions  pursuant to section 365(a)
of the Bankruptcy Code. Reorganized Debtor shall have the authority, in its sole
discretion,  to maintain from the Effective Date D&O Insurance  Policy  coverage
for the  categories of  individuals  covered,  as of the Petition  Date, by such
policies at levels and on terms no less favorable to such  individuals  than the
terms and levels provided for under the policies assumed pursuant to this Plan.

O. Section 1146 Exemption

     Pursuant to section  1146(c) of the Bankruptcy  Code,  under this Plan, (i)
the issuance, distribution, transfer or exchange of any debt, equity security or
other  interest in Debtor;  (ii) the creation,  modification,  consolidation  or
recording of any mortgage,  deed of trust,  or other security  interest,  or the
securing of additional  indebtedness  by such or other means;  (iii) the making,
assignment or recording of any lease or sublease;  or (iv) the making,  delivery
or recording of any deed or other  instrument of transfer  under, in furtherance
of, or in  connection  with,  this Plan,  including  any  deeds,  bills of sale,
assignments  or other  instrument of transfer  executed in  connection  with any
transaction  arising out of, contemplated by, or in any way related to this Plan
shall not be subject to any document  recording  tax,  mortgage  recording  tax,
stamp tax or similar government  assessment,  and the appropriate state or local
government official or agent shall be directed by the Bankruptcy Court to forego
the collection of any such tax or government assessment and to accept for filing
and recording any of the foregoing  instruments or other  documents  without the
payment of any such tax or government assessment.

     All  subsequent  issuances,  transfers or exchanges of  securities,  or the
making or  delivery  of any  instrument  of  transfer  by Debtor or  Reorganized
Debtor,  as applicable,  in this Chapter 11 Case,  whether in connection  with a
sale under section 363 of the Bankruptcy  Code or otherwise,  shall be deemed to
be or have been done in furtherance of this Plan.

P. Restricted Securities

     The Restructured Senior Notes,  Restructured Subordinated Notes, the Senior
Accrual  Notes  and  the  Subordinated  Accrual  Notes  are not  required  to be
registered  under the  Securities  Act of 1933, as amended,  in reliance upon an
exemption  afforded by Section 4(2) of such Act. The Restructured  Senior Notes,
Restructured  Subordinated  Notes, the Senior Accrual Notes and the Subordinated
Accrual Notes will  constitute  "restricted  securities"  as defined in Rule 144
under the Securities  Act.  Section  1145(a) of the Bankruptcy Code shall not be
deemed to apply to the issuance of the Restructured Senior Notes or Restructured
Subordinated Notes.

                                      A-33
<PAGE>



Q. Further Assurances

     All Holders of Claims receiving distributions hereunder, Debtor, the Equity
Interest  Holders,  and all other parties in interest shall,  from time to time,
prepare,  execute and deliver any  agreements  or  documents  and take any other
actions as may be necessary or advisable to effectuate the provisions and intent
of this Plan.

R. Service of Documents

     Any pleading,  notice or other document  required by this Plan to be served
on or delivered to Debtor or Reorganized Debtor, as applicable, shall be sent by
first class U.S. mail, postage prepaid to:

Union Acceptance Corporation
250 N. Shadeland Avenue
Indianapolis, IN 46219
Attn: President


with copies to:

Kirkland & Ellis LLP
777 S. Figueroa Street
Los Angeles, CA 90017
Attn: Michael I. Gottfried, Esq.



Barnes & Thornburg
11 South Meridian Street
Indianapolis, IN 46204
Attn: Michael K. McCrory, Esq.



Creditors' Committee/Plan Committee
Bingham & McCutchen LLP
1120 20th Street, N.W., Suite 800
Washington, DC 20036
Attn:  Peter D. Schellie



and



Equity Committee
Shaw Gussis Fishman Glantz Wolfson & Towbin LLC
111 E. Wacker Drive, Suite 2600
Chicago, Illinois 60601
Attn: Steven B. Towbin

                                      A-34
<PAGE>

S. Transactions on Business Days

     Whenever any  distribution to be made under this Plan is due on a day other
than a Business Day, Debtor or Reorganized Debtor, as applicable, will make each
such distribution, without interest, on the immediately succeeding Business Day,
but will be deemed to have made such distribution on the date due.

T. Filing of Additional Documents

     On or before the Effective Date,  Debtor may file with the Bankruptcy Court
such  agreements  and other  documents  as may be necessary  or  appropriate  to
effectuate and further evidence the terms and conditions hereof.

U. Post-Effective Date Fees and Expenses

     From and  after  the  Effective  Date,  Reorganized  Debtor  shall,  in the
ordinary  course of business and without the  necessity  for any approval by the
Bankruptcy  Court,  pay the reasonable  Professional  Compensation  and expenses
incurred by the Estate related to the Consummation and to the  implementation of
this Plan.

V. Severability

     The provisions of this Plan shall not be severance unless such severance is
agreed to by Debtor or Reorganized  Debtor,  as  applicable,  and such severance
would  constitute a  permissible  modification  of this Plan pursuant to section
1127 of the Bankruptcy Code.

W. Conflicts

     To the extent any provision of the  Disclosure  Statement,  or any document
executed in connection  therewith or any documents  executed in connection  with
the Confirmation Order (or any exhibits, schedules,  appendices,  supplements or
amendments  to  any  of  the  foregoing)  conflicts  with,  or  is  in  any  way
inconsistent with, the terms of this Plan, the terms and provisions of this Plan
shall  govern and control,  provided  however that nothing in this Plan shall be
deemed to modify or  supercede  any of the  terms of the  Master  Trust  Account
Agreement.

X. Term of Injunctions or Stays

     Unless  otherwise  provided  herein  or  in  the  Confirmation  Order,  all
injunctions  or stays in effect in the Chapter 11 Case under sections 105 or 362
of the Bankruptcy Code or any order of the Bankruptcy Court, and still extant on
the Confirmation Date (excluding any injunctions or stays contained in this Plan
or the  Confirmation  Order),  shall  remain in full force and effect  until the
Effective  Date.  All  injunctions  or  stays  contained  in  this  Plan  or the
Confirmation  Order  shall  remain in full force and effect in  accordance  with
their terms.


                                      A-35
<PAGE>


Y. Entire Agreement

     This  Plan,  and any  supplements  or  amendments  hereto,  supersedes  all
previous and  contemporaneous  negotiations,  promises,  covenants,  agreements,
understandings and  representations  on such subjects,  all of which have become
merged and integrated into this Plan.

Z. Closing of the Chapter 11 Case

     The Estate shall promptly,  upon the full  administration of the Chapter 11
Case, File with the Bankruptcy  Court all documents  required by Bankruptcy Rule
3022 and any applicable  order of the  Bankruptcy  Court to close the Chapter 11
Case.


Dated:  August 5, 2003             Respectfully Submitted,

                                   UNION ACCEPTANCE CORPORATION



                                   By:/s/ John Eggemeyer
                                      -----------------------------------
                                      Name:   John Eggemeyer
                                      Title:  Chairman of the Board of Directors


                                      A-36
<PAGE>


Prepared by:



James H.M. Sprayregen, P.C.
Joseph U. Schorer (Admitted pro hac vice)
KIRKLAND & ELLIS LLP
200 East Randolph Drive
Chicago, IL 60601-6636
(312) 861-2000 (telephone)
(312) 861-2200 (facsimile)



Michael I. Gottfried (Admitted pro hac vice)
KIRKLAND & ELLIS LLP
777 South Figueroa Street
Los Angeles, CA 90017
(213) 680-8400 (telephone)
(213) 680-8500 (facsimile)



Michael K. McCrory
Wendy D. Brewer
BARNES & THORNBURG LLP
11 South Meridian Street
Indianapolis, IN 46204
(317) 236-1313 (telephone)
(317) 231-7433 (facsimile)



Counsel for Debtor and Debtor-in-Possession
Dated: August 6, 2003