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  corporation,  as  transferor  (in such  capacity,  the
"Transferor"),   UNION  ACCEPTANCE  CORPORATION,   an  Indiana  corporation,  as
collection  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  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 2995-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

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         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 sei
         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

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         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;  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 9.30%                               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%

------------------

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



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