Exhibit 4.9(h)
                                                                  --------------

                              AMENDMENT NUMBER 8 TO
                               SECURITY AGREEMENT


     AMENDMENT  NUMBER 8 TO SECURITY  AGREEMENT  (this  Amendment),  dated as of
March 7, 2002 by and among  UNION  ACCEPTANCE  FUNDING  CORPORATION,  an Indiana
corporation,  as seller (in such capacity,  the Seller),  UAFC-l CORPORATION,  a
Delaware corporation, as debtor (in such capacity, the Debtor), UNION ACCEPTANCE
CORPORATION,  an Indiana corporation (UAC),  individually and in its capacity as
collection agent (in such capacity,  the Collection  Agent),  ENTERPRISE FUNDING
CORPORATION,  a Delaware corporation (the Company), and BANK OF AMERICA, N.A., a
national banking  association (Bank of America),  individually and as collateral
agent and agent for the Company and the Bank  Investors,  and as  administrative
agent  (in  such   capacities,   the  Collateral   Agent,   the  Agent  and  the
Administrative  Agent,  respectively)  amending that certain Security  Agreement
dated as of May 25, 2000 (the Security Agreement).

     WHEREAS,  the parties hereto mutually desire to make certain  amendments to
the Security Agreement as hereinafter set forth.

     NOW, THEREFORE, the parties hereby agree as follows:

     SECTION  1.  Defined  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 Security Agreement.

     Exhibit  C  of  the  Security  Agreement  is  hereby  amended  by  deleting
subsection (c) and replacing it with the following:

          (c)  permit its Minimum Fixed Charge  Coverage Ratio for the March 31,
               2002 period to be less than .50 to 1.0.

     SECTION  2.  Representations  and  Warranties.  Each of the  Debtor and the
Collection   Agent,   represent   and  warrant   that  all  of  its   respective
representations and warranties described in Sections 3.1 and 3.2 of the Security
Agreement are true and correct as of the date hereof as if such  representations
and warranties were recited herein in their entirety.

     SECTION 3. Payment of  Expenses.  The Debtor  agrees to pay any  reasonable
attorney's  fees  and  expenses  of  the  Agent,   the  Collateral   Agent,  the
Administrative  Agent  and the  Company  in  connection  with  the  preparation,
execution and delivery of this Amendment.


     <PAGE>

     SECTION 4. 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 Debtor,  the Collection  Agent, the Agent,  the  Administrative
Agent or the Collateral Agent under the Security Agreement.

     SECTION 5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     SECTION 6.  Severability;  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 7.  Ratification.  Except as expressly  affected by the  provisions
hereof,  the Security 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 Security  Agreement to this
Agreement,  hereunder,  herein  or  words  of like  import  shall  mean and be a
reference to the Security Agreement as amended by this Amendment.

     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Amendment Number 8 as of the date first written above.


                                       ENTERPRISE FUNDING CORPORATION,
                                          as Company



                                       By: /s/ Kevin P. Burns
                                          --------------------------------------
                                          Name:   Kevin P. Burns
                                          Title:  Vice President


                                       UAFC-1 CORPORATION,
                                          as Debtor



                                       By: /s/ Leeanne W. Graziani
                                          --------------------------------------
                                          Name:   Leeanne W. Graziani
                                          Title:  President


                                       UNION ACCEPTANCE FUNDING
                                         CORPORATION, as Seller



                                       By: /s/ Melanie S. Otto
                                          --------------------------------------
                                          Name:   Melanie S. Otto
                                          Title:




<PAGE>


                                       UNION ACCEPTANCE CORPORATION,
                                         individually and as Collection Agent



                                       By: /s/ Rick A. Brown
                                          --------------------------------------
                                          Name:  Rick A. Brown
                                          Title:


                                       BANK OF AMERICA, N.A.,
                                         individually and as Collateral Agent
                                        and Bank Investor



                                       By: /s/ Christopher G. Young
                                          --------------------------------------
                                          Name:   Christopher G. Young
                                          Title:  Vice President