EXECUTION COPY

                              AMENDMENT NUMBER 5 TO
                      TRANSFER AND ADMINISTRATION AGREEMENT


                  AMENDMENT  NUMBER 5 TO TRANSFER AND  ADMINISTRATION  AGREEMENT
(this  "Amendment"),  dated as of October  31,  1996  between  UNION  ACCEPTANCE
FUNDING  CORPORATION,  a Delaware corpo ration, as transferor (in such capacity,
the "Transferor"),  UNION ACCEPTANCE CORPORATION, an Indiana corporation, as col
lection agent (in such capacity, the "Collection Agent"), and ENTERPRISE FUNDING
CORPORATION,  a Delaware  corporation  (the  "Company")  amending  that  certain
Transfer and  Administration  Agreement dated as of June 27, 1995, as amended as
of September 8, 1995,  September  29, 1995,  March 1, 1996 and September 5, 1996
(the "Transfer and Administration Agreement").

                  WHEREAS,  the  Transferor  and the Company have agreed to make
certain amendments to the Transfer and Administration Agreement.

                  NOW, THEREFORE, the parties hereby agree as follows:

                  SECTION  1.  Defined  TermsDefined  Terms.  As  used  in  this
Amendment and except as otherwise  provided in this Section 1, capitalized terms
shall have the same meanings assigned thereto in the Transfer and Administration
Agreement:

         (a) The  definition  of  Securitized  Pool  is  hereby  deleted  in its
entirety  and  replaced  with the  following  text  (solely for  convenience  of
reference, the revised language has been italicized):

                  "Securitized   Pool"  shall  mean  each  pool  of  receivables
         directly or indirectly  transferred by UAFC or UAC to a  securitization
         vehicle in a structured finance transaction  involving prime automobile
         installment   sales  contracts  and  installment   notes  and  security
         agreements,  similar to the Contracts, beginning with and including the
         pool of  receivables  securitized  in connection  with the UACSC 1995-D
         Auto Trust.

                  SECTION  2.   Exhibit  A.   Exhibit  A  to  the  Transfer  and
Administration  Agreement  is hereby  replaced in its  entirety  with  Exhibit A
attached hereto.

                  SECTION 3.  Amendment  to  Sections  2.16(c) and  2.17(a).  In
connection with the agreement of the undersigned to revise the minimum amount of
funds  required  to remain on  deposit  in the  Reserve  Account  under  certain
circumstances, Sections 2.16 ("Reserve Account; Withdrawals; Releases") and 2.17
("Optional Repurchase") are hereby amended as follows:

                  (a)  Subsection  (iii) of Section  2.16(c) of the Transfer and
Administration Agreement is hereby deleted in its entirety and replaced with the
following  text (solely for  convenience of reference,  the revised  language is
italicized):

                  "(iii) In the event that on the date of any Take-Out  pursuant
         to  Section  2.17(a),  the amount on  deposit  in the  Reserve  Account
         exceeds 2.75% of the Maximum Net Investment, the Collateral Agent shall
         release to the  Transferor  an amount equal to the excess of the amount
         on deposit in the  Reserve  Account  over the  product of 2.75% and the
         Maximum Net Investment."

                  (b) The first complete  paragraph of subsection (a) of Section
2.17(a) of the Transfer and  Administration  Agreement is hereby  deleted in its
entirety  and  replaced  with the  following  text  (solely for  convenience  of
reference, the revised language is italicized):

                  "(a) On any Business Day, the Transferor  shall have the right
         to require the Company or the Liquidity  Provider,  as  applicable,  to
         assign to the Transferor all of its right, title and interest in and to
         the Contracts and the related Receivables  (excluding any Contracts and
         related  Receivables booked on and after the cut-off date applicable to
         the structured finance  transaction  established by or on behalf of the
         Transferor  or an  affiliate,  to which the  reassigned  Contracts  and
         related  Receivables  will be subject) on the terms and  conditions set
         forth herein. It shall be a condition  precedent to any such assignment
         that (i) the  Transferor  shall pay to the Company's  account an amount
         equal to the amount  necessary to cause the Net  Investment to be equal
         to the product of (x) the Net Receivables  Balance  (allocated  between
         Contracts which upon  origination  provided for 72 monthly  payments or
         less and  Contracts  which upon  origination  provided for more than 72
         monthly  payments)  calculated  after  giving  effect  to the  proposed
         reassignment and (y) with respect to each such group of Contracts,  the
         Transfer Percentage then in effect, (ii) the amount to be paid pursuant
         to  clause  (i)  above  shall  (x) not be  greater  than the  principal
         component of the Company's  maturing  Commercial Paper which was issued
         to fund such portion of the Net  Investment or the principal  component
         subject to the funding  period  utilized by the  Liquidity  Provider to
         fund such portion of the Net  Investment,  as applicable  and (y) be at
         least $5,000,000,  (iii) the Transferor shall deposit to the Collection
         Account  an amount  equal to the sum of (x) all  unreimbursed  Servicer
         Advances  and (y) all  interest  costs  associated  with the  Company's
         Commercial  Paper  issued to fund its  interest  in the  Contracts  and
         related  Receivables  proposed to be reassigned  or all interest  costs
         associated with any funding periods utilized by the Liquidity  Provider
         with respect to its interest in such Contracts and related Receivables,
         as applicable,  as well as all Carrying Costs accrued  through the date
         of the maturity of such Commercial  Paper or funding  period,  (iv) the
         Transferor  shall have given the  Administrative  Agent at least thirty
         (30) days prior  written  notice of its  intention  to  reacquire  such
         Contracts  and  Receivables,  and  (v)  after  giving  effect  to  such
         reassignment  the amount on deposit in the Reserve  Account shall be at
         least 2.75% of the Maximum Net  Investment.  It is the intention of the
         parties that the Transferor shall pay to the Company's  account and the
         Collection Account,  as applicable,  such amounts as are required under
         this Section on the closing date of such structured finance transaction
         (which  closing date will  generally also be the Business Day preceding
         the maturity date of the Company's  Commercial Paper issued to fund its
         interest  in the  Contracts  and  related  Receivables  proposed  to be
         reassigned)."

                  SECTION 4. Amendment to Section 7.1(n). In connection with the
agreement  of the  undersigned  to revise the  requirements  of the Transfer and
Administration  Agreement  relating  to  the  minimum  weighted  average  annual
percentage  rate  of the  portfolio  of  Contracts,  Section  7.1  ("Termination
Events") is hereby amended as follows:

                  (a)  Section   7.1(n)  of  the  Transfer  and   Administration
Agreement is hereby deleted in its entirety and replaced with the following text
(solely for convenience of reference, the revised language is italicized):

                  "(n) the weighted average annual  percentage rate set forth in
         the  Contracts  shall at any time be less  than the sum of (i) the Base
         Rate at such  time,  plus (ii) the  percentage  used to  calculate  the
         Servicing Fee plus (iii) 2.00%."

                  SECTION 5. Limited  Scope.  This  amendment is specific to the
circumstances  described above and does not imply any future amendment or waiver
of  rights   allocated  to  the  Company,   the  Transferor,   Union  Acceptance
Corporation,  the Collection Agent, the  Administrative  Agent or the Collateral
Agent under the Transfer and Administration Agreement.

                  SECTION 6. Governing Law. THIS AMENDMENT  SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                  SECTION     7.     Severability;     CounterpartsSeverability;
Counterparts.  This Amendment may be executed in any number of counterparts  and
by  different  parties  hereto in separate  counterparts,  each of which when so
executed  shall be deemed to be an original and all of which when taken together
shall constitute one and the same  instrument.  Any provisions of this Amendment
which are prohibited or  unenforceable  in any  jurisdiction  shall,  as to such
jurisdiction,   be   ineffective   to  the   extent  of  such   prohibition   or
unenforceability  without  invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

                  SECTION 8.  Ratification.  Except as expressly affected by the
provisions hereof,  the Transfer and  Administration  Agreement as amended shall
remain in full force and effect in  accordance  with its terms and  ratified and
confirmed by the parties hereto. On and after the date hereof, each reference in
the Transfer and  Administration  Agreement  to "this  Agreement",  "hereunder",
"herein" or words of like import  shall mean and be a reference  to the Transfer
and Administration Agreement as amended by this Amendment.

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                  IN WITNESS  WHEREOF,  the  parties  hereto have  executed  and
delivered this Amendment Number 5 as of the date first written above.


                                            ENTERPRISE FUNDING CORPORATION,
                                              as Company


                                            By:      /s/ Stewart L. Cutler
                                                Name: Stewart L. Cutler
                                                Title: Vice President


                                            UNION ACCEPTANCE
                                              FUNDING CORPORATION
                                              as Transferor


                                            By:      /s/ Melanie S. Otto
                                               Name: Melanie S. Otto
                                               Title: Assistant Secretary


                                               UNION ACCEPTANCE CORPORATION
                                                   as Collection Agent


                                                 By:  /s/ John M. Stainbrook
                                                    Name: John M. Stainbrook
                                                    Title: President

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                                                                       Exhibit A

Actual Loss Percentage                                     Transfer Percentage
                                                              Per Contract
                                                            Number of Monthly
                                                                 Payments
                                                           72 or less   +72

Less than 93.0%                                                98%      90%

93.0% to 95.9%                                                 96%      88%

96.0% to 97.9%                                                 94%      86%

98.0% to 100%                                                  92%      84%

100.0% to 105.9%                                               90%      82%

106.0% to 110.0%                                               88%      80%

More than 110%                                                  0%       0%

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Note: Solely for convenience of reference, the revisions to the previous form of
Exhibit A have been italicized.