Exhibit 4.4(d)


                                PLEDGE AGREEMENT

     THIS PLEDGE  AGREEMENT is entered into as of  ___________  __, 2005, by and
between Richard M. DeVos  Charitable  Lead Annuity Trust No. 2 ("Pledgee"),  and
WHITE RIVER CAPITAL, INC., an Indiana corporation ("Pledgor").


                                    RECITALS

     WHEREAS,  Pledgor has acquired one hundred  percent (100%) of the ownership
interests  in and is now the sole  member of  Coastal  Credit,  LLC,  a Virginia
limited liability company (the "Company"); and

     WHEREAS,  pursuant to a Note Purchase Agreement between Pledgee and Pledgor
dated March 9, 2005, ("Note Purchase Agreement"),  Pledgor has issued to Pledgee
that certain Secured Note dated as of _________ __, 2005 (as same may be amended
or modified  from time to time,  the  "Note"),  evidencing  indebtedness  of the
Pledgor  to the  Pledgee in the  principal  amount of  Fifteen  Million  Dollars
($15,000,000)  in  connection  with  Pledgor's   acquisition  of  the  ownership
interests in the Company; and

     WHEREAS,  Pledgee has required the Pledgor, as a condition to the Pledgee's
loan to the  Pledgor,  to pledge  and grant to Pledgee a  security  interest  in
Pledgor's  ownership interest in the Company to secure Pledgor's  obligations to
the Pledgee pursuant to the Note Purchase Agreement and the Note  (collectively,
the "Obligations").

                                   AGREEMENTS

     NOW,  THEREFORE,  in  consideration  of the  premises  and  intending to be
legally bound hereby, the parties hereto agree as follows:

ARTICLE 1. DEFINED TERMS.

     Terms that are used herein as  capitalized  defined  terms but that are not
defined  herein  shall have the meanings  ascribed to them in the Note  Purchase
Agreement.  Other  terms used  herein as  defined  terms,  and their  respective
meanings, are as follows:

     "UCC" means the Uniform  Commercial Code from time to time in effect in the
State of Indiana.

     "Collateral" means the Pledged Units and all Proceeds thereof.

     "Person"  means and  includes  any  individual,  corporation,  partnership,
association, limited liability company, trust, estate, or other entity.

     "Pledge Agreement" means this Pledge Agreement,  as amended,  supplemented,
or otherwise modified from time to time.

     "Pledged Units" means the units of the Company listed on Schedule 1 hereto,
together with all certificates, options, or rights of any nature whatsoever that
may be issued or  granted by the  Company  to Pledgor in respect of the  Pledged
Units while this Pledge Agreement is in effect.




<PAGE>

     "Proceeds"  means all "proceeds" as such term is defined in the UCC and, in
any event, shall include, without limitation,  all distributions or other income
from,  with respect to or on account of, the Pledged  Units except for Permitted
Distributions as hereinafter defined.

ARTICLE 2. PLEDGE; GRANT OF SECURITY INTEREST.

     Pledgor  hereby  pledges and  delivers all of  Pledgor's  right,  title and
interest  in and to the  Pledged  Units and  hereby  grants  to  Pledgee a first
priority  security  interest in the Collateral,  as collateral  security for the
prompt and  complete  payment and  performance  when due  (whether at the stated
maturity, by acceleration, or otherwise) of the Obligations.

ARTICLE 3. INSTRUCTION TO COMPANY TO REGISTER PLEDGE.

     This  Agreement  constitutes  an instruction to the Company to register the
Pledged Units in favor of the Pledgee,  and Pledgor will execute and deliver any
other instruction to the Company to register the pledge and security interest of
the Pledgee which the Pledgee may reasonably  request.  The Pledgor will execute
and  deliver to the Pledgee  any  instrument  of  assignment  and any  financing
statement,  instruction  or  other  instrument  required,  or  otherwise  deemed
necessary by the Pledgee,  to perfect the Pledgee's security  interest.  Pledgee
may file any  financing  statement  to  perfect  its  security  interest  in the
Collateral  signed by the  Pledgee  or by the  Pledgor  alone or, if  permitted,
without signature.

ARTICLE 4. REPRESENTATIONS AND WARRANTIES.

     Section 4.1 Pledgor represents and warrants that:

          (a)  Pledgor is the record and  beneficial  owner of, and has good and
     marketable title to, the Pledged Units,  free of any and all claims,  liens
     or options in favor of, or claims of, any other Person, except the security
     interest created by this Pledge Agreement;

          (b) the Pledged Units represent 100% of the ownership interests in the
     Company and no agreements,  options,  rights or privileges exist that would
     permit  any Person to acquire an  ownership  interest  in the  Company or a
     right to participate in the revenues or profits of the Company;

          (c) upon  delivery  to  Pledgee  of the  certificates  evidencing  the
     Pledged  Units,  the  security  interest  granted  pursuant  to this Pledge
     Agreement  constitutes a valid,  first  priority  security  interest in the
     Collateral.

ARTICLE 5. COVENANTS.

     Section 5.1 Pledgor  covenants and agrees with Pledgee that, from and after
the date of this Pledge  Agreement and until the Obligations are paid in full in
cash:

          (a) If Pledgor  shall,  as a result of its  ownership  of the  Pledged
     Units,   become  entitled  to  receive  or  shall  receive  any  additional
     percentage  or units of ownership  interest in the Company or any option or
     other  rights  or  interest  in the  Company  whether  in  addition  to, in
     substitution  of, as a conversion of, or in



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<PAGE>

     exchange for any of the Pledged  Units,  or  otherwise in respect  thereof,
     Pledgor  shall accept it as Pledgee's  agent,  hold it in trust for Pledgee
     and  deliver it  forthwith  to Pledgee  in the exact  form  received,  duly
     endorsed  by  Pledgor  to  Pledgee,  if  required,  to be held  by  Pledgee
     hereunder as additional  collateral security for the Obligations.  Any sums
     paid upon or in  respect  of the  Pledged  Units  upon the  liquidation  or
     dissolution  of the Company  shall be paid over to Pledgee to be held by it
     hereunder as additional  collateral  security for the  Obligations,  and in
     case any  distribution  of  capital  shall be made on or in  respect of the
     Pledged Units or any property shall be distributed  upon or with respect to
     the Pledged Units pursuant to the  recapitalization  or reclassification of
     the capital of the Company or pursuant to the reorganization  thereof,  the
     property so  distributed  shall be  delivered  to Pledgee to be held by it,
     subject to the terms  hereof,  as  additional  collateral  security for the
     Obligations.  If any sums of money or  property so paid or  distributed  in
     respect of the Pledged Units shall be received by Pledgor,  Pledgor  shall,
     until such money or property  is paid or  delivered  to Pledgee,  hold such
     money or  property  in trust for  Pledgee,  segregated  from other funds of
     Pledgor, as additional collateral security for the Obligations.

          (b) Without the prior written consent of Pledgee, Pledgor will not (i)
     vote to enable,  or take any other  action to permit,  the Company to issue
     any  percentages  or units of ownership  interest of any nature or to issue
     any other  instrument  or right  convertible  into or granting the right to
     purchase or exchange for any percentages or units of ownership  interest of
     the Company, or (ii) sell, assign, transfer, exchange, or otherwise dispose
     of, or grant any option with respect to, the  Collateral,  or (iii) create,
     incur,  or permit to exist  any  claim,  lien or option in favor of, or any
     claim  of any  Person  with  respect  to,  any of  the  Collateral  (except
     Permitted Distributions),  or any interest therein, except for the security
     interest  granted  by this  Pledge  Agreement  and except  with  respect to
     Permitted Distributions. Pledgor will defend the right, title, and interest
     of Pledgee in and to the Collateral  held by Pledgor against the claims and
     demands of all Persons whomsoever.

          (c) At any time and from time to time,  upon the  written  request  of
     Pledgee, and at the sole expense of Pledgor, Pledgor will promptly and duly
     execute and deliver such further  instruments  and  documents and take such
     further  actions as Pledgee  may  reasonably  request  for the  purposes of
     obtaining or preserving  the full benefits of this Pledge  Agreement and of
     the  rights  and  powers  herein  granted,  including  to  further  perfect
     Pledgee's  security  interest in the Pledged  Units.  If any amount payable
     under or in  connection  with  any of the  Collateral  shall  be or  become
     evidenced by any promissory note,  other instrument or chattel paper,  such
     note,  instrument  or  chattel  paper  shall be  immediately  delivered  to
     Pledgee,  duly endorsed in a manner  satisfactory to Pledgee, to be held as
     Collateral pursuant to this Pledge Agreement.

          (d) Pledgor agrees to pay, and to save Pledgee  harmless from, any and
     all liabilities with respect to, or resulting from any delay in paying, any
     and all  stamp,  excise,  sales,  or other  taxes  that may be  payable  or
     determined  to be  payable  with  respect  to any of the  Collateral  or in
     connection  with  any of  the  transactions  contemplated  by  this  Pledge
     Agreement.



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<PAGE>

          (e) After the restatement of the Company's operating agreement (in the
     form previously provided to and approved by Pledgee) promptly following the
     closing,  Pledgor will not permit the  organization  documents or operating
     agreement  of the  Company to be amended in any  respect  without the prior
     written  approval of the  Pledgee,  which right of approval may be given or
     withheld in the sole and absolute discretion of the Pledgee.

          (f) Pledgor shall not permit the Company to make any  distributions in
     excess of the  Permitted  Distributions  without  Pledgee's  prior  written
     consent.

          (g) Until all of the Obligations  have been satisfied in full in cash,
     Pledgor shall cause the Company to comply with the  following:  the Company
     will not have,  without prior written approval from Pledgee,  any direct or
     indirect  indebtedness  for borrowed money,  including the guarantee of the
     indebtedness  of any  other  Person,  except  for (i)  indebtedness  of the
     Company, not exceeding $125 million in principal amount,  arising under its
     principal senior credit facility from time to time (initially,  the amended
     finance agreement between Wells Fargo Financial Preferred Capital, Inc. and
     the Company, dated April 16, 2001, as amended),  (ii) other indebtedness of
     Company which is subordinate to Company's obligation to Pledgee pursuant to
     the  Subordinated  Guaranty  to the same  extent and in the same  manner as
     provided in the  subordination  agreement among the holder of the Company's
     subordinated  debentures and the Pledgee, and (iii) the Company's guarantee
     of the  Obligations  pursuant  to its  Subordinated  Guaranty  in  favor of
     Pledgee dated the date hereof.

ARTICLE 6. CASH DIVIDENDS; VOTING RIGHTS.

     Unless an Event of Default under the Note, as defined  therein,  shall have
occurred  and be  continuing  or any event  shall  have  occurred  that with the
passage of time or the giving of notice, or both, would constitute such an Event
of Default,  Pledgor  shall be permitted to receive and retain for Pledgor's own
account cash distributions not to exceed in the aggregate 100% of the net income
of the Company from the date hereof to the date of such distribution ("Permitted
Distributions"),  and to exercise  all voting,  membership  and other  ownership
rights with respect to the Pledged Units. Unless Pledgee shall otherwise consent
in writing, any cash distributions in excess of Permitted Distributions shall be
paid over forthwith to the Pledgee to be held by it as Collateral.

ARTICLE 7. RIGHTS OF PLEDGEE.

     If an Event of Default  under the Note shall  occur and be  continuing  and
Pledgee shall have given 10 days prior written notice to Pledgor and the Company
of its intent to exercise  its rights  under this  Article 7: (i) Pledgee  shall
have the right to apply any Proceeds to the  Obligations in such order as it may
determine,  and (ii) all Pledged Units of Pledgor  shall upon written  demand by
Pledgee be registered in the name of Pledgee or its nominee,  and Pledgee or its
nominee may  thereafter  exercise (A) all voting and other rights  pertaining to
the Pledged  Units at any meeting of Members of the Company or otherwise and (B)
any and all rights of conversion,  exchange,  subscription and any other rights,
privileges,  or  options  pertaining  to such  Pledged  Units  as if it were the
absolute owner thereof (including,  without limitation, the right to exchange at
its discretion any and all of the Pledged Units upon the merger,  consolidation,
reorganization,



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<PAGE>

recapitalization, or other fundamental change in the organizational structure of
the Company or upon the exercise by Pledgor or Pledgee of any right,  privilege,
or option  pertaining to such Pledged Units,  and in connection  therewith,  the
right  to  deposit  and  deliver  any  and all of the  Pledged  Units  with  any
committee,  depository,  transfer agent,  registrar,  or other designated agency
upon such terms and  conditions  as it may  determine),  all  without  liability
except to account for property  actually  received by it, but Pledgee shall have
no duty to  exercise  any such  right,  privilege,  or  option  and shall not be
responsible for any failure to do so or delay in so doing.

ARTICLE 8. REMEDIES.

     If an Event of Default shall occur and be continuing, Pledgee may exercise,
in addition to all other  rights and remedies  granted in this Pledge  Agreement
and in any other instrument or agreement  securing,  evidencing,  or relating to
the  Obligations,  all rights and  remedies of a secured  party under the UCC or
otherwise available at law or in equity.  Without limiting the generality of the
foregoing,  Pledgee may in such  circumstances  following at least 10 days prior
written notice to Pledgor forthwith collect, receive,  appropriate,  and realize
upon the Collateral,  or any part thereof, and/or may forthwith sell, assign, or
otherwise dispose of and deliver the Collateral or any part thereof (or contract
to do any of the  foregoing),  at one or more times  either at public or private
sale or sales, in the over-the-counter  market, at any exchange,  broker's board
or office  of  Pledgee  or  elsewhere  upon  commercially  reasonable  terms and
conditions.  Pledgee  shall apply any Proceeds  from time to time held by it and
the net  proceeds  of any such  collection,  recovery,  receipt,  appropriation,
realization, or sale, after deducting all reasonable costs and expenses of every
kind incurred  therein or incidental  to the care or  safekeeping  of any of the
Collateral  or in any way  relating to the  Collateral  or the rights of Pledgee
hereunder,  including,  without  limitation,   reasonable  attorneys'  fees  and
disbursements,  to the payment in whole or in part of the  Obligations,  in such
order as Pledgee  may  elect,  and only  after  such  application  and after the
payment  by  Pledgee  of any other  amount  required  by any  provision  of law,
including, without limitation,  Section 9.1-615 of the UCC, need Pledgee account
for the surplus,  if any, to Pledgor. To the extent permitted by applicable law.
If any notice of a proposed sale or other  disposition  of  Collateral  shall be
required by law, such notice shall be deemed  reasonable  and proper if given at
least ten (10) days before such sale or other disposition.

ARTICLE 9. LIMITATION ON DUTIES REGARDING COLLATERAL.

     Pledgee's sole duty with respect to the custody,  safekeeping, and physical
preservation of the Collateral in its  possession,  under Section 9.1-207 of the
UCC or  otherwise,  shall be to deal with it in the same manner as Pledgee deals
with similar  securities and property for its own account.  Neither  Pledgee nor
any of its directors, officers, employees, or agents shall be liable for failure
to demand,  collect,  or realize upon any of the  Collateral or for any delay in
doing so or shall be under any  obligation  to sell or otherwise  dispose of any
Collateral upon the request of Pledgor or otherwise.

ARTICLE 10. GENERAL PROVISIONS.

     Section  10.1 Powers  Coupled  with an  Interest.  All  authorizations  and
agencies herein contained with respect to the Collateral are irrevocable and are
powers coupled with an interest.



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<PAGE>

     Section 10.2 Termination. Upon complete and irrevocable satisfaction of the
Obligations,  the Pledged  Units and  instruments  of  assignment  delivered  to
Pledgee and any Proceeds  held by Pledgee  shall be  redelivered  to Pledgor and
this Pledge Agreement shall terminate.

     Section 10.3  Severability.  Any provision of this Pledge Agreement that is
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 10.4 Section  Headings.  The section  headings  used in this Pledge
Agreement  are for  convenience  of  reference  only and are not to  affect  the
construction hereof or be taken into consideration in the interpretation hereof.

     Section 10.5 No Waiver;  Cumulative Remedies.  Pledgee shall not by any act
(except  by a written  instrument  pursuant  to  Section  10.6  hereof),  delay,
indulgence,  omission, or otherwise be deemed to have waived any right or remedy
hereunder or to have  acquiesced in any Event of Default or in any breach of any
of the terms and  conditions  hereof.  No failure to exercise,  nor any delay in
exercising,  on the part of Pledgee,  any right,  power, or privilege  hereunder
shall operate as a waiver thereof.  No single or partial  exercise of any right,
power,  or privilege  hereunder  shall  preclude  any other or further  exercise
thereof or the exercise of any other right,  power,  or  privilege.  A waiver by
Pledgee  of any  right or  remedy  hereunder  on any one  occasion  shall not be
construed as a bar to any right or remedy that Pledgee would  otherwise  have on
any further  occasion.  The rights and remedies  herein provided are cumulative,
may be exercised  singly or concurrently  and are not exclusive of any rights or
remedies provided by law.

     Section 10.6 Waivers and Amendments; Successors and Assigns; Governing Law.
None of the terms or provisions of this Pledge Agreement may be waived, amended,
supplemented,  or otherwise modified except by a written instrument  executed by
Pledgor and Pledgee; provided that any provision of this Pledge Agreement may be
waived by Pledgee in a letter or  agreement  executed by Pledgee or by facsimile
transmission from and signed by Pledgee.  This Pledge Agreement shall be binding
upon the  successors  and  assigns of Pledgor  and shall inure to the benefit of
Pledgee and its successors and assigns.  THIS PLEDGE AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND  INTERPRETED IN ACCORDANCE  WITH, THE LAWS OF THE STATE OF
INDIANA (REGARDLESS OF THE PRINCIPLES OF CONFLICTS OF LAWS).



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<PAGE>

     IN WITNESS WHEREOF, the undersigned have caused this Pledge Agreement to be
duly executed and delivered as of the day and year first above written.


                                    "PLEDGOR"

                                    WHITE RIVER CAPITAL, INC.


                                    By:___________________________
                                          Mark R. Ruh, President



                                 ACKNOWLEDGEMENT



STATE OF INDIANA  )
                  ) SS:
COUNTY OF MARION  )

     Before me, a Notary  Public in and for said  County  and State,  personally
appeared  Mark R. Ruh as  President  of White River  Capital,  Inc.,  an Indiana
corporation,  who  acknowledged  execution of the foregoing  instrument and who,
having been duly sworn,  stated that the  representations  therein contained are
true.

     Witness my hand and Notarial Seal this ___ day of _______________, 2005.


______________________     _____________________________________________________
My Commission Expires:     (Signature) Notary Public Residing in Marion County,
                           Indiana


                           _____________________________________________________
                           (Printed Name)






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<PAGE>




ACCEPTED, this ___ day of _____________________, 2005.

                                 "PLEDGEE"

                                 Richard M. DeVos Charitable Lead Annuity
                                 Trust No. 2
                                 By:  Jerry L. Tubergen, Trustee




                                 By:   _________________________________________
                                 Name: Jerry L. Tubergen, solely as
                                       Trustee and not in an individual capacity




                           CONSENT AND ACKNOWLEDGEMENT



Coastal Credit, LLC, a Virginia limited liability company (the "Company"), being
the issuer of the units of the Pledgor  referenced in the above Pledge Agreement
(the  "Pledge")  hereby  consents  to the  Pledge and  acknowledges  that it has
registered the Pledge in favor of Richard M. DeVos Charitable Lead Annuity Trust
No. 2 (the "Pledgee") on its books and records.


                                            COASTAL CREDIT, LLC



                                            By:________________________________
                                               _______________, President



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<PAGE>


                                   SCHEDULE 1

                          DESCRIPTION OF PLEDGED UNITS


|----------------------|--------------------------|-------------------------|
| Name of Issuer       | Percentage of Issued and | Units Owned by Pledgor  |
|                      | Outstanding Units Owned  | Subject to the Pledge   |
|                      | by Pledgor               |                         |
|----------------------|--------------------------|-------------------------|
| Coastal Credit, LLC  |           100%           |          1,000          |
|----------------------|--------------------------|-------------------------|







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