Exhibit 4.1



NUMBER ____                                                      ________ SHARES

                            WHITE RIVER CAPITAL, INC.
               Incorporated under the laws of the State of Indiana

COMMON STOCK                                                CUSIP
                                                                  --------------
                                                                     See Reverse
                                                                Side for Certain
                                                                     Definitions
This certifies that _________

 is the owner of ________________ (__________)

     FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, NO PAR VALUE, OF
                            WHITE RIVER CAPITAL, INC.

This  Certificate is transferable  only on the books of the Corporation upon the
surrender of the same properly endorsed.

The interest in said  Corporation  represented  by this  Certificate  may not be
retired or  withdrawn  except as provided in the Articles of  Incorporation  and
Code  of  By-Laws  of the  Corporation,  as may be  amended  or  restated.  This
Certificate  is not valid unless  countersigned  and  registered by the Transfer
Agent and Registrar.

The  interest  in said  Corporation  represented  by this  Certificate  shall be
subject to all provisions in effect as provided in the Articles of Incorporation
and Code of By-Laws  of the  Corporation,  as they may be  amended or  restated,
including any amendments  thereto which may restrict the rights of the holder of
this  Certificate and may be adopted by the Corporation at a date later than the
date this  Certificate  is issued.  Any  transferee of this  Certificate  should
consult the Corporation's Articles of Incorporation and Code of By-Laws, as they
may be amended or restated, with respect to any such restrictions.

Witness the duly authorized  signatures of the duly  authorized  officers of the
Corporation.

Dated: ___________


------------------------------   -----------------------------------------------
Mark R. Ruh, Secretary           John M. Eggemeyer, III, Chief Executive Officer



Countersigned and Registered:

Computershare Investor Services, L.L.C.
By:
   -----------------------------------
   Transfer Agent and Registrar
<PAGE>





                            WHITE RIVER CAPITAL, INC.


THE SHARES  REPRESENTED  BY THIS  CERTIFICATE  ARE  SUBJECT TO  RESTRICTIONS  ON
TRANSFER  AND  OWNERSHIP  AS  SET  FORTH  IN  THE   CORPORATION'S   ARTICLES  OF
INCORPORATION,  AND DISCLOSURE REQUIREMENTS WITH RESPECT TO BENEFICIAL OWNERSHIP
AS SET FORTH IN THE CORPORATION'S  CODE OF BY-LAWS.  COPIES OF THE CORPORATION'S
ARTICLES  OF  INCORPORATION  AND CODE OF  BY-LAWS  ARE ON FILE AT THE  PRINCIPAL
OFFICE OF THE  CORPORATION.  THESE TRANSFER  RESTRICTIONS  AND  RESTRICTIONS  ON
OWNERSHIP ARE BINDING ON TRANSFEREES OF THESE SHARES.

A  FULL  STATEMENT  OF  THE  DESIGNATIONS,   RELATIVE  RIGHTS,  PREFERENCES  AND
LIMITATIONS  APPLICABLE  TO EACH CLASS OF SHARES AND THE  VARIATIONS  IN RIGHTS,
PREFERENCES,  AND LIMITATIONS DETERMINED FOR EACH SERIES WITHIN A CLASS (AND THE
AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE  VARIATIONS  FOR FUTURE SERIES)
WILL BE FURNISHED,  WITHOUT CHARGE,  TO ANY SHAREHOLDER  UPON WRITTEN REQUEST TO
THE SECRETARY OF THE CORPORATION.


     The following  abbreviations,  when used in the  inscription on the face of
this  Certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<CAPTION>

<S>                                    <C>
TEN COM -- as tenants in common        UNIF TRAN MIN ACT -- ____________Custodian_________
TEN ENT -- as tenants by the                                  (Cust.)             (Minor)
entireties
JT TEN  -- as joint tenants with                 under Uniform Transfers to Minors Act
right of survivorship not as tenants
in common                                            _____________________________
                                                                (State)
</TABLE>

                Additional abbreviations may also be used though
                             not in the above list.

FOR  VALUE  RECEIVED,   __________________________________________________HEREBY
SELL, ASSIGN AND TRANSFER UNTO

Please insert Social Security or other
  identifying number of Assignee

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


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

(PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________

shares of the capital stock represented by the within Certificate, and do hereby

irrevocably constitute and appoint ____________________________________ Attorney

to transfer  the said stock on the books of the within  named  Corporation  with

full power of substitution in the premises.

Dated   _________________

In Presence of

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

                                        ----------------------------------------
                                        NOTICE:   THE  SIGNATURE(S)   SHOULD  BE
                                        GUARANTEED  BY  A  QUALIFIED   MEDALLION
                                        GUARANTEE  MEMBER  AND  MUST  CORRESPOND
                                        EXACTLY  WITH THE NAME AS  WRITTEN  UPON
                                        THE FACE OF THIS CERTIFICATE.