EXHIBIT 10.1

                           WARRANT ISSUANCE AGREEMENT

     This WARRANT ISSUANCE AGREEMENT is among WHITE RIVER CAPITAL,  INC. ("WHITE
RIVER"),  CASTLE CREEK  CAPITAL,  LLC  ("CASTLE  CREEK"),  CASTLE CREEK  CAPITAL
PARTNERS FUND IIa, LP ("FUND IIa"),  CASTLE CREEK CAPITAL  PARTNERS FUND IIb, LP
("FUND IIb" and,  together  with Fund IIa, the  "Funds"),  and UNION  ACCEPTANCE
CORPORATION ("UAC").

                                    RECITALS:

     Whereas,  the  parties  have worked  extensively  toward  development  of a
proposed series of transactions  under which White River and UAC will enter into
a plan of share  exchange as a result of which UAC will become a  subsidiary  of
White River; (ii) White River will conduct a subscription  offering to raise new
equity  capital  primarily  from UAC's current  shareholders;  (iii) White River
would effect a private  placement of secured  notes for $15 million;  (iv) White
River would purchase Coastal Credit, LLC; and (v) White River would purchase all
or  substantially  all  outstanding   claims  under  UAC's  bankruptcy  Plan  of
Reorganization (collectively, the "Transactions").

     Whereas,  Castle Creek,  on behalf of the Funds,  has been  instrumental in
advancing this proposal  through  extensive  effort in developing,  structuring,
negotiating and documenting various aspects of the proposed Transactions and, in
particular, by advancing and agreeing to advance (through Fund IIa and Fund IIb)
expenses related to the Transactions on behalf of UAC and White River;

     Whereas, the undertaking of the Funds to bear such expenses is essential to
such Transactions  inasmuch as White River and UAC have  insufficient  resources
from which to pay such expenses and, in particular, the parties have agreed with
the Plan  Committee  under UAC's Plan of  Reorganization  that UAC will not bear
such expenses.

     Whereas,  to date,  Castle Creek  (through the Funds) has borne or incurred
approximately  $700,000 in  Transaction  expenses and expects  such  expenses to
amount to  approximately  $1.3 million in the aggregate,  excluding  $250,000 in
incremental  fees that could become payable in connection  with the UAC creditor
buyout, if the Transactions do not timely progress.

     Whereas,  if the Transactions are not successfully  consummated,  the Funds
may never recover such costs; and

     Whereas,  to induce the Funds to bear, and continue to bear,  such expenses
and risks and to  compensate  Castle  Creek for the  management  time and effort
associated with its work in developing the Transactions,  White River has agreed
to issue to the Funds a warrant to purchase  White River shares of Common Stock,
on the terms and subject to the conditions described herein.

     Therefore, the parties agree as follows:
<PAGE>

     1. Castle Creek Undertakings. The Funds shall, and Castle Creek shall cause
the Funds to,  continue  to advance on behalf of White  River and UAC and to pay
currently,  subject to the  reimbursement  obligation of White River as provided
herein, expenses and fees reasonably related and incurred in connection with the
proposed Transactions ("Transaction Expenses"), including, without limitation:

     (a)  Legal and accounting fees and expenses;

     (b)  Fees and expenses of Piper Jaffray for fairness evaluation services;

     (c)  Fees and  expenses of KPMG LLP for tax  advisory  services and related
          opinion;

     (d)  SEC registration fees,  printing expenses,  mailing expenses,  and the
          fees  and  expenses  of  the  exchange  agent,   subscription   agent,
          information agent and similar services;

     (e)  Costs  associated  with the exercise  and  perfection  of  dissenters'
          rights by UAC  shareholders  exercising such rights in connection with
          the Plan of Share  Exchange,  but only to the extent  that UAC becomes
          obligated  to pay such  amounts and White River  becomes  obligated to
          indemnify UAC in respect  thereof in accordance with the Plan of Share
          Exchange;

     (f)  The amount  required to be paid to  shareholders  of UAC in connection
          with the Plan of Share Exchange upon  consummation  of the exchange in
          lieu of the issuance of fractional shares in the exchange; and

     (g)  The Abandonment  Fee, as defined in, and any similar  incremental fees
          and costs  associated  with  untimely  consummation  of, or failure to
          timely meet progress  milestones  established  under, the terms of the
          Memorandum  of  Understanding,  dated  February  15,  2005,  among the
          parties hereto and the Plan Committee.

     2. White River Obligations.  In consideration of the foregoing commitments,
services and undertakings,  White River agrees promptly upon consummation of the
proposed transactions:

     (a)  to  reimburse  the  Funds for out of  pocket  expenses  borne by them,
          respectively,  in connection with the transactions (without interest),
          based on submission of supporting documentation in reasonable detail;

     (b)  Subject to shareholder  approval as provided below, to issue a warrant
          ("Warrant")  for White  River  Common  Stock to Castle  Creek  private
          equity funds designated by Castle Creek, in substantially  the form of
          Exhibit A, hereto and on the following basic terms and conditions:

          1.   Shares subject warrant: 132,500 shares of Common Stock

          2.   Term: 3 years and 90 days.

          3.   Issue date: Closing of the transactions

          4.   Exercisable: Beginning 3 years after issue date.

          5.   Exercise price: $10.00/share

          6.   Exercise  price  may be paid  in  cash or in kind by  withholding
               shares otherwise issuable upon exercise,  based on the fair value
               of such shares at the time of exercise.

The number of shares subject to, and the exercise price of, the Warrant shall be
adjusted  ratably in the event of changes in the proposed  exchange ratio in the
share exchange or the offering price

<PAGE>

in the subscription offering, such that the Warrant shall represent the right to
acquire,  at a price equal to the final subscription price, the number of shares
that could be purchased in the subscription offering for $1,325,000. The Warrant
and the  underlying  shares will be  restricted  securities  under SEC Rule 144.
White River will also  undertake,  upon request of Castle  Creek,  to the extent
legally  permitted,  to file a  registration  statement  on Form S-3 (or similar
successor  form) covering  resale of shares issuable under the Warrant by Castle
Creek funds,  at White River's  expense,  and to use its  reasonable  efforts to
cause such  registration  statement to be declared  effective before the date on
which the Warrants  first become  exercisable.  Castle Creek and the Funds shall
cooperate in all  reasonable  and  customary  respects in  connection  with such
registration.

     3.  Shareholder  Approval.  White  River's  obligation to issue the Warrant
shall be subject to the condition precedent that the shareholders of UAC, at the
special meeting called to approve the Plan of Share Exchange and the acquisition
of Coastal Credit,  shall have approved the issuance of the Warrant as described
herein.

     4. No Recourse To UAC. UAC shall have no  obligation  to  reimburse  Castle
Creek or the Funds for Transaction Expenses.

<PAGE>


EXECUTED, this 9th day of March, 2005.

CASTLE CREEK CAPITAL LLC

By: /s/ William J. Ruh
   ----------------------
   William J. Ruh

Its: Executive Vice President


CASTLE CREEK CAPITAL PARTNERS FUND IIa, LP
CASTLE CREEK CAPITAL PARTNERS FUND IIb, LP

By: CASTLE CREEK CAPITAL LLC
Its: General Partner

By: /s/ William J. Ruh
   ----------------------
   William J. Ruh

Its: Executive Vice President



WHITE RIVER CAPITAL, INC.

By: /s/ Mark R. Ruh
   ----------------------
   Mark R. Ruh

Its: President and CFO



UNION ACCEPTANCE CORPORATION

By: /s/ Mark R. Ruh
   ----------------------
   Mark R. Ruh

Its: President and CFO


<PAGE>

                                                                       Exhibit A

No. of Shares:  ________                                       Warrant No. W-___

                          Dated: _______________, 2005

                               WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                            WHITE RIVER CAPITAL, INC.

     THIS IS TO CERTIFY that,  for value  received and subject to the provisions
hereinafter set forth,

                         [Castle Creek Capital Fund __]

                                   or assigns

is entitled upon the due exercise  hereof at any time during the Exercise Period
(as hereinafter defined) to purchase from White River Capital,  Inc., an Indiana
corporation  (the  "Company"),  up to  __________  shares  of  Common  Stock (as
hereinafter defined and subject to adjustment as provided herein) of the Company
at the  Exercise  Price (as  hereinafter  defined and subject to  adjustment  as
provided herein) for each share of Common Stock so purchased and to exercise the
other rights, powers and privileges  hereinafter provided,  all on the terms and
conditions and pursuant to the provisions hereinafter set forth.

                                           WHITE RIVER CAPITAL, INC.


                                           By:
                                              ----------------------------------
                                               President

                    Additional provisions follow on the next
                      6 pages and are incorporated in this
                      Warrant as if set forth on this page.

THIS  WARRANT  AND THE  UNDERLYING  SHARES  HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THIS WARRANT AND UNDERLYING
SHARES ARE  RESTRICTED  SECURITIES  AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF
SUCH   REGISTRATION   OR  AN  APPLICABLE   EXEMPTION   FROM  SUCH   REGISTRATION
REQUIREMENTS.

<PAGE>

SECTION 1. DEFINITIONS.

     In addition to the terms defined  elsewhere in this Warrant,  the following
terms have the following respective meanings:

     "Business Day" shall mean any day except Saturday, Sunday and any day which
shall be a Federal legal holiday or a day on which banking  institutions  in the
State of Indiana are authorized or required by law or other  government  actions
to close.

     "Common Stock" shall mean the Company's Common Stock, without par value.

     "Commission"  shall mean the  Securities  and Exchange  Commission,  or any
other federal agency at the time administering the Securities Act.

     "Company" shall mean White River Capital, Inc., an Indiana corporation, and
any  successor  to all or  substantially  all of the assets and business of such
corporation.

     "Exercise  Period"  shall  mean the period  commencing  on the date that is
three  years  and one day  from  the  date  hereof  (or  __________,  2008)  and
terminating on the Expiration Date.

     "Exercise  Price" shall mean $10.00 per share,  adjustable  as set forth in
ss. 3.

     "Expiration Date" shall mean __________________, 2008.

     "Holder"  shall mean the  registered  holder of this  Warrant,  and, if the
context so indicates, the holder of Warrant Shares.

     "Person"  shall  mean  an  individual,  partnership,   corporation,  trust,
unincorporated  organization or any other entity,  and a government or agency or
political subdivision thereof.

     "Underlying  Shares"  shall mean the shares of Common  Stock of the Company
issuable upon exercise of this Warrant.

     "Warrant" or "this  Warrant" as used herein shall mean this Warrant and any
Warrant hereafter issued in exchange or substitution for this Warrant.

     "Warrant  Issuance  Agreement"  shall mean the Warrant  Issuance  Agreement
dated March 9, 2005,  among the  Company,  Castle Creek  Capital,  LLC and Union
Acceptance Corporation.

     "Warrant  Shares"  shall  mean the  shares of Common  Stock of the  Company
issued upon the exercise of this Warrant.

                                       2
<PAGE>

SECTION 2. EXERCISE OF WARRANT.

     2.1. Exercise Generally.  The rights represented by this Warrant are issued
pursuant  to and for the reasons  set forth in the  Warrant  Issuance  Agreement
dated March 9, 2005,  among the  Company,  Castle Creek  Capital,  LLC and Union
Acceptance Corporation.

     Subject to the  conditions  hereinafter  set  forth,  this  Warrant  may be
exercised  in whole or in part  (but not as to any  fractional  share of  Common
Stock), during the Exercise Period, but in no event subsequent to the end of the
Exercise  Period,  by the surrender of this Warrant (with the exercise notice at
the end hereof duly  completed  and  executed)  at the  principal  office of the
Company in Indianapolis,  Indiana,  and upon payment to the Company,  or for the
account of the Company, of the Exercise Price. Payment of the Exercise Price may
be made (i) by cash in immediately available funds or by certified check or bank
draft or (ii) in kind,  by electing in writing that the Company  shall  withhold
the number  Underlying  Shares otherwise  issuable upon exercise of the Warrant,
the fair  value of which  Underlying  Shares  at the time of such  exercise  and
election is equal to the Exercise Price. This Warrant and all rights and options
hereunder shall expire at the Expiration Date, and shall be wholly null and void
to the extent this Warrant is not exercised before that time. The Company agrees
that the Warrant  Shares shall be and shall be deemed to be issued to the Holder
hereof as the record owner of such Warrant Shares as of the close of business on
the date on which this Warrant shall have been  surrendered and payment made for
such shares as aforesaid. Certificates for the Warrant Shares shall be delivered
to the Holder hereof within a reasonable  time,  not exceeding 30 Business Days,
after the Warrant  shall have been so  exercised,  and,  unless this Warrant has
expired,  a new Warrant  representing the number of Underlying  Shares,  if any,
with respect to which this Warrant shall not then have been exercised shall also
be issued to the Holder hereof within such time.

     2.2.  Expenses of Exercise.  The Company shall pay all expenses,  taxes and
other charges payable in connection with the preparation, execution and delivery
of stock certificates under this ss. 2, regardless of the name or names in which
such stock certificates shall be registered.

SECTION 3. ANTI-DILUTION.

     Common Stock Dividends,  Subdivisions,  Combinations.  If the Company shall
(i) pay or make a dividend  or other  distribution  to all holders of its Common
Stock in  shares  of Common  Stock,  (ii)  subdivide,  split or  reclassify  the
outstanding  shares of its Common Stock into a larger number of shares, or (iii)
combine or reclassify the outstanding  shares of its Common Stock into a smaller
number of shares, then in each such case the Underlying Shares shall be adjusted
to equal the  number of such  shares to which the Holder of this  Warrant  would
have been  entitled  upon the  occurrence  of such event had this  Warrant  been
exercised  immediately prior to the happening of such event or, in the case of a
stock dividend or other distribution, prior to the record date for determination
of such Shareholder  entitled thereto, and the Exercise Price per share shall be
appropriately and ratably adjusted.  An adjustment made pursuant to this Section
3 shall become  effective  immediately  after such record date, in the case of a
dividend


                                       3
<PAGE>

or  distribution,  and  immediately  after the effective  date, in the case of a
subdivision, split, combination or reclassification.

SECTION 4. CERTIFICATE OF ADJUSTMENT.

     Upon the  occurrence of each  adjustment or  readjustment  or  modification
pursuant to Section 3 or in connection  with a  Reorganization  under Section 5,
the Company (in the exercise of its reasonable discretion), shall as promptly as
practicable compute such adjustment,  readjustment or modification in accordance
with the provisions of this  agreement,  and prepare and furnish to the Holder a
certificate  setting forth such  adjustment,  readjustment or  modification  and
showing in reasonable detail the facts upon which such adjustment,  readjustment
or modification in based.

SECTION 5. REORGANIZATIONS.

     If, in connection with any capital  reorganization or  reclassification  of
the capital stock of the Company,  or any merger or consolidation of the Company
with or into  another  Person as a result of which  all the  outstanding  Common
Stock of the Company is exchanged or converted to or for other securities or the
right to receive  securities or property of the Company or another  person,  the
Company  shall cause  effective  provision  to be made  whereby the Holder shall
thereafter  have the  right to  receive,  upon the  basis and upon the terms and
conditions  specified  in  this  Warrant,  and  in  lieu  of  the  Common  Stock
immediately  theretofore  receivable  upon the  exercise of this  Warrant,  such
shares of stock,  securities  or  assets as would  have been (by  virtue of such
Reorganization) issued or payable with respect to or in exchange for a number of
outstanding shares of Common Stock equal to the number of shares of Common Stock
immediately  theretofore receivable upon the exercise of this Warrant,  assuming
such exercise had taken place immediately prior to such  Reorganization.  In any
such case,  appropriate  provision  shall be made with respect to the rights and
interests  of the  Holder  to the end that  the  provisions  hereof  (including,
without limitation, provisions for adjustments of the number of shares of Common
Stock  receivable upon exercise of this Warrant) shall thereafter be applicable,
as nearly as may be, in  relation to any shares of stock,  securities  or assets
thereafter receivable upon the exercise of this Warrant.

SECTION 6. DISSOLUTION OR LIQUIDATION.

     Upon any proposed  distribution of the assets of the Company in dissolution
or liquidation  (except under circumstances when Section 5 shall be applicable),
the  Company  shall  mail  notice  thereof  to the  Holder  and  shall  make  no
distribution to its  shareholders  until the expiration of 30 days from the date
of mailing of such notice and, in any such event, the Holder of this Warrant may
exercise  the purchase  rights with respect to this Warrant  within 30 days from
the date of mailing  such  notice.  All rights  herein  granted not so exercised
within such 30-day period shall thereafter become null and void.

                                       4
<PAGE>

SECTION 7. FRACTIONAL SHARES.

     The Company shall not be required to issue or cause to be issued fractional
shares on the exercise of this Warrant and any such  fractional  share otherwise
issuable shall be rounded down to the nearest whole share.

SECTION 8. FULLY PAID STOCK; VOTING RIGHTS UPON EXERCISE; TAXES.

     (a) The Company  covenants  and agrees that the shares of its Common  Stock
represented by each  certificate to be delivered on the exercise of this Warrant
shall, at the time of such delivery,  be validly issued and outstanding,  and be
fully paid and  non-assessable.  The Company  covenants  and agrees  that,  upon
issuance of the  Underlying  Shares,  the  Underlying  Shares  shall have voting
rights equivalent to those of other shares of Common Stock.

     (b) The  Company  covenants  and  agrees  that it shall  pay,  when due and
payable,  any and all federal and state  issuance or transfer  taxes that may be
payable in respect of this  Warrant or any Common Stock or  certificates  issued
hereunder.  The Company shall not, however, be required to pay any tax which may
be payable in respect of any  transfer  involved in the transfer and delivery of
stock  certificates in the name other than that of the Holder,  and any such tax
shall be paid by the Holder at the time of presentation.

SECTION 9. LOST, STOLEN WARRANTS, ETC.

     If this Warrant shall be mutilated,  lost, stolen or destroyed, the Company
shall issue a new Warrant of like date,  tenor and  denomination and deliver the
same in exchange and substitution for and upon surrender and cancellation of the
mutilated  Warrant,  or in lieu of the Warrant lost,  stolen or destroyed,  upon
receipt  of  evidence  satisfactory  to  the  Company  of  the  loss,  theft  or
destruction of such Warrant,  and upon receipt of indemnity  satisfactory to the
Company.

SECTION 10. SEVERABILITY.

     Should any part of this  Warrant for any reason be declared  invalid,  such
decision  shall not affect the validity of any  remaining  portion,  which shall
remain in force and effect as if this Warrant had been executed with the invalid
portion thereof  eliminated.  It is hereby declared the intention of the parties
hereto that they would have executed and accepted the remaining  portion of this
Warrant without including therein any such part, parts or portion which may, for
any reason, be hereafter declared invalid.

SECTION 11. MISCELLANEOUS.

     11.1.  Notices.  Any notice,  demand or delivery to be made pursuant to the
provisions  of this Warrant  shall be in writing and (a) shall be deemed to have
been given or made one day after the date sent (i) if by the Company, by prepaid
overnight delivery,  addressed to the Holder at his


                                       5
<PAGE>

last known  address  appearing on the books of the Company  maintained  for such
purpose or (ii) if by the Holder,  by prepaid overnight  delivery,  addressed to
the Company at 250 North Shadeland Avenue, Indianapolis,  Indiana 46219; and (b)
if given by courier or confirmed facsimile  transmission shall be deemed to have
been made or given when received.  The Holder and the Company may each designate
a  different  address  by  notice to the other in the  manner  provided  in this
Section 11.1.

     11.2.  Assignment  and  Securities Law Matters.  Holder  acknowledges  this
Warrant and the Warrant Shares are restricted  securities  within the meaning of
Rule 144 under the  Securities  Act of 1933,  as amended.  Subject to compliance
with applicable Federal and state securities registration  requirements,  or the
availability of an exemption  therefrom,  this Warrant may be assigned by holder
to one or more persons by completing  the form of assignment  annexed hereto and
delivering  this Warrant with such  assignment  to the Company.  The Company may
require an opinion of counsel or other  evidence of compliance or exemption from
applicable  securities  registration  requirements  before giving effect to such
assignment.  Unless issued under an applicable registration  statement,  Warrant
Shares  will be issued  bearing a  customary  restrictive  legend.  The  Company
acknowledges  that,  pursuant to the Warrant  Issuance  Agreement,  Castle Creek
Capital,  LLC is entitled  to request  that the  Company  seek to  register  the
Warrant Shares issuable pursuant to this Warrant with the Commission for re-sale
on Form S-3 (or similar  form).  Holder shall  cooperate in all  reasonable  and
customary respects in connection with such registration.

     11.3.  Successors and Assigns. This Warrant and the rights evidenced hereby
shall inure to the benefit of and be binding upon the  successors  and permitted
assigns of the  Company  and the  Holder.  The  provisions  of this  Warrant are
intended  to be for the  benefit  of the Holder of this  Warrant or the  Warrant
Shares and shall be enforceable by the Holder.

     11.4. Amendments. This Warrant may not be modified, supplemented, varied or
amended except by an instrument in writing signed by the Company and the Holder.

     11.5.  Headings.  The descriptive  headings of sections of this Warrant are
provided solely for convenience of reference and shall not, for any purpose,  be
deemed a part of this Warrant.

     11.6.  Governing Law. THIS WARRANT AND ALL MATTERS  CONCERNING THIS WARRANT
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF INDIANA FOR CONTRACTS ENTERED INTO
AND TO BE PERFORMED IN SUCH STATE  WITHOUT  REGARD TO PRINCIPLES OF CONFLICTS OF
LAWS.


                                   * * * * * *

                                       6
<PAGE>

                                 EXERCISE NOTICE


TO WHITE RIVER CAPITAL, INC.:

     The undersigned  registered holder of the within Warrant hereby irrevocably
exercises the Warrant, purchases thereunder ______________________ shares of the
Common Stock of the Company,  herewith  makes  payment of  $____________________
therefore, and requests that the certificate(s) for such shares be issued in the
name of the  undersigned  Holder or its nominee and  delivered to it at Holder's
address on the books of the Company.


Signature:
          --------------------------------

Printed Name:
             -----------------------------

Dated:
      ------------------------------------









                                   ASSIGNMENT


     FOR VALUE RECEIVED, the undersigned registered Holder of the within Warrant
hereby sells, assigns and transfers unto ___________________________________ the
Warrant and all rights  evidenced  thereby and does  irrevocably  constitute and
appoint  ___________________________  attorney  to  transfer  the Warrant on the
books of the Company.

                                        Signature:
                                                  ------------------------------

                                        Printed Name:
                                                     ---------------------------

                                        Dated:
                                              ----------------------------------