EXHIBIT 10.3


                               AGREEMENT TO TENDER
                              (SENIOR NOTEHOLDERS)

     This AGREEMENT TO TENDER, dated as of February __, 2005 (this "Agreement"),
is made by and  between  WHITE  RIVER  CAPITAL,  Inc.,  an  Indiana  corporation
("Buyer")   and  the   Noteholder   whose  name   appears  on  Schedule  1  (the
"Noteholder").

                                    RECITALS

     1.  Noteholder  owns   beneficially  the  aggregate   principal  amount  of
Restructured Senior Notes and Accrual Notes of UNION ACCEPTANCE CORPORATION,  an
Indiana corporation ("UAC") set forth opposite  Noteholder's name on Schedule 1.
All such notes so owned and any notes which may hereafter be beneficially  owned
by Noteholder  prior to the Termination  Date (defined below) of this Agreement,
whether by means of purchase or otherwise,  are referred to in this Agreement as
Noteholder's "Notes".

     2. Buyer, UAC and the Plan Committee  ("Committee")  (appointed under UAC's
Second Amended and Restated Plan of Reorganization  ("Plan") as confirmed by the
Bankruptcy   Court)  have   entered   into  a   Memorandum   of   Understanding,
("Memorandum")  dated February 15, 2005, providing for a series of transactions.
A copy of the  Memorandum  has  been  provided  to  Noteholder.  The  Memorandum
provides  in part  for  Buyer  to  offer  to  purchase  outstanding  Senior  and
Subordinated  Restructured  Notes and Accrual Notes of UAC,  including the Notes
(the  "Buyout")  and for  holders of Notes to agree in  advance to tender  their
Notes in the Buyout, as provided herein.

     3. To induce  Buyer to incur  expense  and  expend  efforts  to pursue  the
Buyout, Buyer and UAC have requested that Noteholder enter into this Agreement.

                                    AGREEMENT

     In  consideration  of the foregoing and the mutual covenants and agreements
in this Agreement, the parties, intending to be legally bound, agree as follows:

ARTICLE 1. AGREEMENT TO TENDER

     Section 1.1 Tender of Notes.

          (a) Noteholder hereby agrees, pursuant to the terms and subject to the
     conditions  set forth in this  Agreement,  to validly  tender (or cause the
     record  owner of such Notes to validly  tender) to Buyer or its  affiliated
     assignee   designated  in  an  Exercise   Notice  (defined  below)  all  of
     Noteholder's  Notes in  exchange  for (i) payment in cash in an amount (the
     "Senior Note Cash Consideration") equal to 100% of the principal balance of
     the  Restructured  Senior  Notes at  closing  of the  Buyout  plus  accrued
     interest thereon as of such date. No additional consideration shall be paid
     for the Accrual Notes.

          (b) Not later than ten (10) days after Buyer  delivers to Noteholder a
     Notice  of  Exercise  of Right to  Purchase,  substantially  in the form of
     Exhibit A (the "Exercise Notice"), Noteholder shall, as appropriate:

               (i)  deliver  to Buyer (x) a letter of  transmittal  transferring
          Noteholder's Notes as provided herein,  together with instructions for
          payment of the Senior Note Cash  Consideration for such Notes, and (y)
          Noteholder's  original  Notes (such  documents  in clauses (x) and (y)
          collectively being hereinafter referred to as the "Tender Documents"),
          and/or

               (ii) direct and cause its broker,  agent or such other person who
          is the holder of record of any Notes  Beneficially  Owned (as  defined
          below) by Noteholder  to tender the Tender  Documents on behalf of the
          Noteholder.

          (c) Noteholder shall not withdraw any tender required to be made under
     this Agreement;  provided,  however,  that Noteholder shall be permitted to
     withdraw  tender of the Notes if the Buyout Date (defined  below) shall not
     have occurred on or prior to August 15, 2005 or, if earlier,  occurrence of
     the Termination Date (defined below).

                                       1
<PAGE>

          (d) If the Notes  have been  lost,  stolen  or  destroyed,  in lieu of
     tendering  the  original  Notes,  the  Noteholder  may  provide a  suitable
     certification  and  indemnity in customary  form  reasonably  acceptable to
     Buyer and UAC.

          Section 1.2 Payment for Notes; Conditions.  Subject to delivery of the
     Tender Documents,  Buyer agrees to pay (or to cause its affiliated assignee
     to pay) the Senior Note Cash  Consideration  to Noteholder,  not later than
     the third (3rd) business day after satisfaction or waiver of all conditions
     precedent  to Buyer's  obligations.  Such date is referred to herein as the
     "Buyout  Date";  provided that the Buyout Date shall occur on or before the
     Termination Date. Title to the Notes shall pass to Buyer upon such payment.
     Buyer's  obligation  to purchase  the Notes is subject to  satisfaction  or
     waiver  of  the  conditions  precedent  set  forth  in  Section  4  of  the
     Memorandum,  including  consummation of the Recapitalization (as defined in
     the Memorandum).

ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF NOTEHOLDER

          Noteholder hereby represents and warrants to Buyer that Noteholder has
     all  requisite  power and  authority  to execute,  deliver and perform this
     Agreement.  The execution,  delivery and  performance of this Agreement and
     the  consummation of the  transactions  contemplated  hereby have been duly
     authorized  by  all  necessary  action  on the  part  of  Noteholder.  This
     Agreement  constitutes a legal, valid and binding obligation of Noteholder,
     enforceable  against Noteholder in accordance with its terms. No consent of
     any  other  party  is  required  for the  execution  and  delivery  of this
     Agreement  or  the   consummation   by  Noteholder   of  the   transactions
     contemplated  hereby,  Noteholder is the sole, true,  lawful and beneficial
     owner  of  Noteholder's  Notes.  Upon  payment  of  the  Senior  Note  Cash
     Consideration,  all right,  title and interest of  Noteholder  in the Notes
     shall be assigned to Buyer, free and clear of any liens or encumbrances.

ARTICLE 3. ADDITIONAL AGREEMENTS

          Section 3.1 Restriction on Transfer.  Noteholder shall not transfer or
     request that UAC register the transfer of any of Noteholder's Notes, unless
     such  transfer  is made (i)  after  the  Termination  Date,  or (ii) upon a
     registration  with  UAC  of  such  transfer   accompanied  by  the  written
     acknowledgement  of the  transferee  that  the  Notes  in the  hands of the
     transferee  remain subject to this  Agreement,  and the transferee  remains
     bound by this Agreement.

          Section 3.2 Disclosure. Noteholder hereby authorizes Buyer, UAC or its
     affiliated  assignee to publish and disclose the terms of this agreement in
     all  documents and schedules  filed with any  regulatory  agency and in any
     press  release  or  disclosure  document,  except for the  identity  of the
     Noteholder (unless such identity disclosure is legally required).

          Section 3.3 No Additional Payments. Noteholder shall be entitled to no
     further  consideration  for the  Notes  other  than the  Senior  Note  Cash
     Consideration.  In the unlikely  event that the Senior  Restructured  Notes
     have been paid in full prior to the Buyout  Date (with the result  that the
     Senior Note Cash  Consideration  shall be zero)  Noteholder  shall still be
     obligated to tender its Accrual Notes in the Buyout as provided herein.

          Section 3.4 Noteholder  Action.  Noteholder  shall take no action with
     the  intention  or  effect  of  hindering  or  delaying  the   transactions
     contemplated in the Memorandum or the Recapitalization.

ARTICLE 4. MISCELLANEOUS

          Section 4.1  Termination.  This Agreement shall terminate (a) on April
     15, 2005,  if the  Registration  Statement  has not been filed on or before
     such date;  and (b) on August  15,  2005,  if the  Buyout  Date has not yet
     occurred on such date (in either case, the "Termination Date").

          Section 4.2 Notice.  All  notices and other  communications  hereunder
     shall be in writing and shall be deemed given if delivered  personally,  by
     facsimile (which is confirmed), or an internationally  recognized overnight
     courier  service  (which is  confirmed)  to the  parties  at the  following
     addresses  (or at such other  address for a party as shall be  specified by
     like notice):

                                       2
<PAGE>

               (a) if to Buyer or UAC, to:

                           White River Capital, Inc.
                           c/o Castle Creek Capital LLC
                           6051 El Tordo
                           Rancho Santa Fe, CA  92067
                           Facsimile: 858-756-8301
                           Attention: Mark R. Ruh

               (b)  If  to   Noteholder,   at  the   address   set  forth  below
                    Noteholder's name on Schedule 1.

          Section 4.3 Specific  Performance.  Noteholder agrees that irreparable
     damage  would  occur  in the  event  that  any of the  provisions  of  this
     Agreement  were not performed in accordance  with their  specific  terms or
     were  otherwise  breached.  Buyer  shall be entitled  to an  injunction  or
     injunctions   to  prevent   breaches  of  this  Agreement  and  to  enforce
     specifically  the terms and  provisions  of this  Agreement in any court of
     competent jurisdiction, this being in addition to any other remedy to which
     it is entitled at law or in equity.

          Section 4.4 Amendments. This Agreement may not be amended except by an
     instrument in writing  signed by the parties  hereto.  Buyer agrees that it
     shall not amend the Memorandum of  Understanding  (a) unless such amendment
     has  received  the  unanimous  approval  of the  Committee  (as long as the
     Committee is still  constituted)  and (b) in the case of any amendment that
     would reduce or delay payments to which  Noteholder is entitled  hereunder,
     unless it has received Noteholder's consent to such amendment.



                                     * * * *



                     [The next page is the signature page.]


                                       3
<PAGE>


Buyer and  Noteholder  have caused this  Agreement to be executed as of the date
first written above.





                                             WHITE RIVER CAPITAL, INC.


                                             ________________________________
                                             By:
                                             Title:


                                             NOTEHOLDER (NAMED ON SCHEDULE 1)


                                             ________________________________
                                             By:
                                             Title:




                                   Schedule 1


<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>
Record Owner:                                                Beneficial Owner:








--------------------------------------------------------------------------------------------------------------------
Restructured Senior Notes, Series 1      Original Principal Balance:            Principal Balance (@ 12/31/2004):
Cusip:  904832 AE 2
Note # ___                               $_________________                     $________________

---------------------------------------- ---------------------------------------------------------------------------
Accrual Notes                    Cusip:    904832 AH 5     Principal Balance (@ 12/31/2004):
Note #___                                                  $_________________
--------------------------------------------------------------------------------------------------------------------
</TABLE>


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<PAGE>


                                                                       EXHIBIT A


                           FORM OF NOTICE OF EXERCISE


                               [Buyer letterhead]

                                                             _____________, 2005


[Address]

         Re:      Notice of Exercise of Right to Purchase Notes

Dear UAC Noteholder:

     We hereby notify you that ______________________________________  ("Buyer")
is by this notice  exercising  its right to  purchase  the  Restructured  Senior
Notes,  Restructured Subordinated Notes, and the related Accrual Notes described
in that certain Agreement to Tender,  dated [February ____,  2005],  between you
and Buyer (the  "Agreement").  Capitalized  terms  used but not  defined in this
Notice have the meaning specified in the Agreement.

Date of Buy-out

     Pursuant to the Tender  Agreement,  and subject to the  satisfaction of the
conditions  set forth  therein,  Buyer will purchase the Notes no later than the
3rd day following the Closing of the  Recapitalization.  We currently expect the
Closing to occur on  [_________,  2005],  and the  purchase  of the Notes in the
Buyout to occur on [____________, 2005].

Instructions for Tendering

     Enclosed with this Notice is a Letter of  Transmittal,  which describes the
procedure  you should  follow to tender your Notes  (including  related  accrual
notes).  In  accordance  with  the  instructions  described  in  the  Letter  of
Transmittal,  please return the executed Letter of Transmittal and your original
Notes to:

                           --------------------------
                           c/o Julie A. Russell, Esq.
                             Barnes & Thornburg LLP
                            11 South Meridian Street
                             Indianapolis, IN 46204

                                 (317) 231-7428

Deadline

     We must receive your Tender  Documents no later than  [_________,  2005]. A
preaddressed, postage pre-paid envelope is enclosed for your convenience.

Additional Information

     Should you have  questions,  please feel free to contact  Mark Ruh at (858)
759-6042, or Roger Selfe (Plan Committee counsel) at (202) 778-6178.

                                          Sincerely,


                                          Mark R. Ruh
                                          President

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


                                      A-1