CERTIFICATE OF AMENDMENT
The undersigned hereby certifies that she is the duly elected and incumbent
Secretary of Union Acceptance Corporation, an Indiana corporation ("Company"),
and that, by resolution of the Board of Directors of the Company duly adopted as
of July 26, 2000, the first sentence of Article IV of the Union Acceptance
Corporation 1999 Stock Incentive Plan was duly amended to read as follows:
"IV. Stock Subject to the Plan. A total of 600,000 shares of Common
Stock of the Company shall be reserved for issuance pursuant to Awards
granted under the Plan.". . .
EXECUTED as of this __ day of October, 2000.
/s/ Leeanne W. Graziani
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Leeanne W. Graziani, Secretary
