Exhibit 4.4(c)


                              SUBORDINATED GUARANTY

     WHEREAS,  White River Capital,  Inc., an Indiana corporation  ("Maker") has
made and delivered to Richard M. DeVos  Charitable Lead Annuity Trust No. 2 (the
"Creditor")   its  promissory   note  in  the  original   principal   amount  of
$15,000,000.00  (hereinafter,  the "Note") evidencing a loan made by Creditor to
Maker pursuant to that certain Note Purchase  Agreement by and between Maker and
Creditor dated March 9, 2005 (the "Note Purchase Agreement"); and

     WHEREAS,  as a condition of making the loan  pursuant to the Note  Purchase
Agreement and accepting the Note, the Creditor has required that the undersigned
guarantor ("Guarantor") execute and deliver this Guaranty.

     NOW, THEREFORE, the Guarantor hereby agrees with Creditor as follows:

     1. Guarantor hereby guarantees,  absolutely and  unconditionally,  the full
and prompt payment, when due, of all of the obligations of the Maker pursuant to
the Note Purchase  Agreement,  the Note and all other  documents and  agreements
executed by the Maker in connection  therewith  and for all expenses,  including
attorneys'  fees,  incurred  by  Creditor in the  enforcement  of this  Guaranty
(collectively, the "Obligations").

     2. Upon receipt of a written  demand from the Creditor  upon any default in
payment  or  performance  of  any  of  the  Obligations,   the  Guarantor  shall
immediately tender to the Creditor the full amount thereof.

     3. Any payments made to the Creditor hereunder or pursuant hereto shall not
reduce,  eliminate,  or be applied or credited to any separate obligation of the
Guarantor to the Creditor.

     4. The Creditor may demand payment from the  undersigned of any installment
(or portion  thereof)  of  principal  or interest on the Note when due,  and the
undersigned shall immediately pay the same to the Creditor, and the Creditor may
demand payment or performance of any or all of the other Obligations,  when such
payment or  performance is due or required and the Guarantor  shall  immediately
pay or perform the same,  whether or not the  Creditor has (i) declared an Event
of Default under the Note or the Note Purchase  Agreement;  or (ii)  accelerated
payment of the Note, or (iii) commenced  repossession  of, or foreclosure of any
security interest, mortgage or other lien in, any of the collateral securing the
Note, or (iv) otherwise exercised its rights and remedies hereunder or under the
Note, the documents related thereto or applicable law.

     5. Guarantor hereby waives (i) presentment,  demand,  notice of nonpayment,
protest and notice of protest and  dishonor on the  Obligations;  (ii) notice of
acceptance of this Guaranty by the Creditor; and (iii) notice of the creation or
incurrence of the Obligations by Maker.


<PAGE>

         6. The Guarantor authorizes Creditor, without notice or demand and
without affecting its liability hereunder, from time to time:

          (a) to renew, compromise,  extend,  accelerate or otherwise change the
     time for payment,  or otherwise  change the terms,  of the Note,  including
     increase or decrease of the rate of interest thereon;

          (b) to receive and hold  security for the payment of this  Guaranty or
     any of the  Obligations  and exchange,  enforce,  waive,  release,  fail to
     perfect, sell, or otherwise dispose of any such security;

          (c) to apply  such  security  and  direct  the order or manner of sale
     thereof as the Creditor in its sole discretion may determine; and

          (d) to  release  or  substitute  any one or more of any  endorsers  or
     guarantors of the Indebtedness.

     7. Creditor  shall not be required to first resort for payment to any other
guarantor, person, corporation or entity, or their properties or estates, or any
other right or remedy whatsoever, prior to enforcing this Guaranty.

     8.  This  Guaranty  shall  be  construed  as a  continuing,  absolute,  and
unconditional  guaranty  without  regard  to (i)  the  validity,  regularity  or
enforceability of the Obligations or the disaffirmance thereof in any insolvency
or bankruptcy proceeding relating to the Maker, or (ii) any event or any conduct
or  action  of any other  party  which  might  otherwise  constitute  a legal or
equitable discharge of a surety or guarantor but for this provision.

     9. This Guaranty  shall remain in full force and effect and be binding upon
the  undersigned  until the  Obligations are paid and satisfied in full in cash,
and until Creditor has delivered to Guarantor a written release hereof.

     10. Any modification or waiver of Guarantor's obligations hereunder must be
contained in a writing signed by Creditor.

     11.  Guarantor  hereby  waives any right that the  undersigned  may have to
collect or seek to collect from the Maker or any other  guarantor the claim,  if
any, by subrogation or otherwise,  acquired by the Guarantor  through payment of
any  part  or all  of  the  Obligations,  unless  and  until  such  time  as the
Obligations are paid and satisfied in full in cash.

     12. The possession of this  instrument of guaranty by the Creditor shall be
conclusive evidence of due execution and delivery hereof by the Guarantor.

     13.  This  Guaranty  shall  be  binding  upon  the  legal  representatives,
successors and assigns of the undersigned, and shall inure to the benefit of the
Creditor and its successors, assigns and legal representatives.  Notwithstanding
the foregoing the



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<PAGE>

Guarantor  shall  have no right to assign or  otherwise  transfer  its rights or
obligations  under this  Guaranty to any third party  without the prior  written
consent of the  Creditor;  and that any such  assignment  or transfer  shall not
release or affect  the  liability  of the  undersigned  hereunder  in any manner
whatsoever.

     14.  The  Guarantor  may be joined in any  action or  proceeding  commenced
against  Maker or any  other  guarantor  in  connection  with or based  upon the
Obligations  and recovery may be had against the Guarantor in any such action or
proceeding  or in any  independent  action or  proceeding  against Maker or such
other guarantor  should the Maker fail to duly and punctually  pay,  perform and
discharge  the  Obligations,  without any  requirement  that the Creditor  first
assert,  prosecute or exhaust any remedy or claim against any other guarantor or
third party.

     15. This Guaranty shall be deemed a contract made under and pursuant to the
laws of the State of Indiana and shall be governed  by and  construed  under the
laws of such state; and that, wherever possible, each provision of this Guaranty
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable  law, but if any provision of this Guaranty shall be prohibited by or
invalid under  applicable law, such provision  shall be ineffective  only to the
extent of such prohibition or invalidity  without  invalidating the remainder of
such provision or the remaining provisions of the Guaranty.

     16. No failure on the part of the  Creditor  to  exercise,  and no delay in
exercising,  any right or remedy  hereunder  shall  operate as or  constitute  a
waiver thereof;  nor shall any single or partial exercise of any right or remedy
hereunder  preclude any other or further exercise thereof or the exercise of any
other right or remedy granted hereby or by any related document or by law.

     17.  Guarantor  shall  deliver  to the  Creditor,  from time to time,  with
reasonable  promptness,  financial statements of the undersigned as the Creditor
may reasonably request in order to enforce its rights under and pursuant to this
Guaranty.

     18.  Guarantor  hereby  waives any and all claims  against the Creditor and
defenses to performance and payment  hereunder  relating in any way, directly or
indirectly,  to the performance of the Creditor's obligations or exercise of any
of Creditor's rights under the Note, the Note Purchase  Agreement,  or documents
related thereto.

     19. Guarantor represents and warrants to the Creditor as follows:

          (a)  Enforceability.  This Guaranty  constitutes the legal,  valid and
          binding  obligation of the Guarantor,  enforceable in accordance  with
          its terms (subject,  as to  enforceability,  to limitations  resulting
          from bankruptcy,  insolvency or other similar laws affecting Creditor'
          rights generally).

          (b) Litigation.  There is no action, suit or proceeding pending or, to
          the knowledge of the  Guarantor,  threatened  against or affecting the
          Guarantor  which,  if  adversely  determined,  would  have a  material
          adverse effect on



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<PAGE>

          the condition  (financial or  otherwise),  properties or assets of the
          undersigned  or which would  question the validity of this Guaranty or
          any instrument, document or other agreement related hereto or required
          hereby,  or impair the  ability  of the  undersigned  to  perform  its
          obligations hereunder or thereunder.

          (c) Default.  The Guarantor is not in default of a material  provision
          under any material agreement, instrument, decree or order to which the
          undersigned  is a party or by which property of the Guarantor is bound
          or affected.

          (d) Consents.  No consent,  approval,  order or  authorization  of, or
          registration,   declaration   or  filing  with,   or  notice  to,  any
          governmental  authority  or any third party is required in  connection
          with  the  execution  and  delivery  of  this  Guaranty  or any of the
          agreements or instruments herein mentioned to which the Guarantor is a
          party or the carrying out or  performance  of any of the  transactions
          required  or  contemplated  hereby or thereby  or, if  required,  such
          consent,  approval,  order or authorization  has been obtained or such
          registration,  declaration  or filing  has been  accomplished  or such
          notice has been given prior to the date hereof.

     20.  The  Guarantor  acknowledges  and  agrees  that it shall have the sole
responsibility  for obtaining  from Maker such  information  concerning  Maker's
financial  condition or business  operations as the  Guarantor may require,  and
that  Creditor  has no  duty  at any  time  to  disclose  to the  Guarantor  any
information relating to the business operations or financial condition of Maker.


     21. Notwithstanding anything herein to the contrary, the rights of Creditor
and the  obligations  of Guarantor to Creditor is respect of this Guaranty shall
at all times be  subordinated to the Senior Debt of Guarantor as defined in, and
in the manner and to the extent provided in, the Subordination and Intercreditor
Agreement, dated on or about the date hereof among Creditor, Guarantor and Wells
Fargo Financial  Preferred  Capital,  Inc. (or any then current holder of Senior
Debt).

     22.  Guarantor  acknowledges  and agrees  that  Guarantor  will  indirectly
benefit  by and  from  the  financing  extended  by the  Creditor  to the  Maker
evidenced by the Note;  (ii) the  undersigned  has  received  legal and adequate
consideration  for the execution of this Guaranty and has executed and delivered
this  Guaranty  to the  Creditor  in  good  faith  in  exchange  for  reasonably
equivalent value; (iii) the undersigned is not presently  insolvent and will not
be rendered  insolvent by virtue of the execution and delivery of this Guaranty;
(iv) the  undersigned has not executed or delivered this Guaranty with intent to
hinder,  delay or defraud any creditor of the undersigned;  (v) the Creditor has
agreed to extend  financial  accommodations  to the Maker in reliance  upon this
Guaranty. Time is of the essence of this Guaranty and Guarantor's obligations to
Creditor pursuant hereto.



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<PAGE>

     23. If, at any time, all or any part of any payment  previously  applied by
the Creditor to any of the Obligations  must be returned by the Creditor for any
reason,  whether  by  court  order,  administrative  order  or  settlement,  the
undersigned  shall remain liable for the full amount  returned as if said amount
had never been received by the Creditor, notwithstanding any termination of this
Guaranty  or  the  cancellation  or  return  of any  notes  or  other  agreement
evidencing the Obligations.

     24. Capitalized terms used, but not defined, herein have the meanings given
them in the Note Purchase Agreement.

     25.  GUARANTOR  WAIVES  ANY  RIGHT TO A TRIAL BY JURY WITH  RESPECT  TO ANY
LITIGATION OR CLAIM BASED ON OR IN CONNECTION WITH THIS GUARANTY.







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<PAGE>


     IN WITNESS WHEREOF,  the undersigned have hereunto set their hand effective
as of the _______ day of __________, 2005.



                                                  COASTAL CREDIT, LLC


                                                  By:
                                                     ---------------------------
                                                  Its:
                                                      --------------------------


STATE OF                            )
         ---------------------------
                                    ) SS:
COUNTY OF                           )
                  ------------------

     Before me, a Notary  Public in and for said  County  and State,  personally
appeared  ____________________,  known to me to be the  ____________________  of
Coastal Credit, LLC, a Virginia limited liability company,  who acknowledged the
execution of the foregoing document for and on behalf of said company.

     Witness my hand and Notarial Seal this _____ day of ______________, 2005.



                                          --------------------------------------
                                          Notary Public - Signature

                                          --------------------------------------
                                          Notary Public - Printed Name

My County of Residence is:                My Commission Expires:

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