Exhibit 4.4(b)



                            WHITE RIVER CAPITAL, INC.

                                  SECURED NOTE


$15,000,000.00                                        ____________________, 2005

     FOR VALUE RECEIVED,  White River Capital, Inc., an Indiana corporation (the
"Company"),  promises  to pay to the order of Richard M. DeVos  Charitable  Lead
Annuity  Trust No. 2  ("Holder")  of 126 Ottawa NW,  Suite  500,  Grand  Rapids,
Michigan 49503,  the sum of Fifteen Million and 00/100 Dollars  ($15,000,000.00)
together  with  interest at the rate of 10.75% per annum or at the Default Rate,
as hereinafter defined,  (computed in either case on the basis of a 360-day year
of twelve 30-day months) payable as follows:

          (i) Interest shall be payable in arrears quarterly on the first day of
     each July,  October,  January  and April  beginning  on July 1, 2005 and at
     maturity.

          (ii) Principal shall be payable in sixteen (16) quarterly installments
     of  $937,500.00,  commencing  July 1,  2006,  and  continuing  on the first
     business day of each of the 15 calendar quarters  thereafter with the final
     payment of principal and accrued interest due and payable April 1, 2010. In
     any event,  all principal and accrued  interest  hereunder shall be due and
     payable April 1, 2010.

All  payments  of  interest  and  principal  shall be made by wire  transfer  of
immediately available funds to the account specified from time to time by Holder
to Company.

     2. Guaranty and Pledge. This Note is secured by (i) a pledge of 100% of the
ownership interests in Coastal Credit, LLC, a Virginia limited liability company
("Coastal"),  pursuant to a Pledge Agreement, dated the date hereof, between the
Company and the Holder and (ii) by the Subordinated  Guaranty of Coastal,  dated
the date hereof.

     3.  Redemption.  This Note may be tendered for  redemption by Holder at its
face value plus accrued  interest and plus the Prepayment  Premium as defined in
Paragraph 4, below, on fifteen (15) days' notice,  with such redemption to occur
at any time after or  simultaneously  in  connection  with (i) a sale of all, or
substantially  all of the  Company's  assets or (ii) a transfer of (A) more than
fifty  percent  (50%) of the  Company's  outstanding  voting stock through sale,
merger or  consolidation,  (these  events,  each,  individually,  a  "Change  of
Control").

     4. Optional Prepayment.  The Company may prepay this Note at any time after
the date two years after the original issue date of the Note in whole or ratably
in part, at a price equal to 100% of the principal  amount being so prepaid plus
(i) accrued and unpaid  interest  on such  amount to and  including  the date of
prepayment,  and  (ii) the  Prepayment  Premium,  if any,  with  respect  to the
principal amount so prepaid; provided,  however, that any such prepayment shall,
in the event  less



<PAGE>

than all outstanding principal is being prepaid, be in a principal amount of not
less than $100,000. "Prepayment Premium" shall mean the following:

          (i) 2% of the principal  amount prepaid if such  prepayment is made on
     or after July 1, 2007 but before July 1, 2008;

          (ii) 1% of the principal  amount prepaid if such prepayment is made on
     or after July 1, 2008 but before July 1, 2009; or

          (iii) 0% of the principal amount prepaid if such prepayment is made on
     or after July 1, 2009 but before April 1, 2010.

     5. Default and  Remedies.  An "Event of Default'  shall exist if any of the
following conditions or events shall occur and be continuing:

          (i) Payment  Default.  The  Company  shall fail to make any payment of
     principal  or  interest  on this  Note on the  date  due and  such  failure
     continues for a period of fifteen (15) days.

          (ii) Covenant  Breach.  The Company shall fail duly and  punctually to
     perform or observe any other  obligation set forth in this Agreement or any
     Collateral  Document  and such  default  shall not have been  corrected  or
     waived within 30 days after any executive  officer has knowledge thereof or
     the Company receives notice thereof from the Holder; or

          (iii)  Misrepresentations.  Any representation or warranty made by the
     Company in the Note Purchase Agreement or in the Pledge Agreement proves to
     have  been  false on the  Closing  date  hereof in any  respect  that has a
     Material  Adverse  Effect on the  Company and its  subsidiaries  (including
     Coastal) taken as a whole.

          (iv)  Cross-Default.  An  event  of  default  under  a  Material  Debt
     Agreement  shall occur and the effect of any such event is to cause,  or to
     permit the holder or holders of debt under such Material Debt  Agreement to
     declare  an  aggregate  amount  exceeding  $250,000  to be due prior to its
     stated  maturity and such event of default shall not have been cured within
     any applicable period of grace;

          (v) Unsatisfied  Judgment.  The Company or Coastal  Credit,  LLC shall
     fail to satisfy,  bond or stay the execution by appropriate  proceedings of
     any judgment rendered against it in excess of $250,000; or

          (vi) Voluntary  Bankruptcy.  The Company or any subsidiary,  including
     Coastal  Credit,  LLC,  shall file a voluntary  petition in bankruptcy or a
     voluntary   petition  or  answer   seeking   liquidation,   reorganization,
     arrangement,  readjustment  of its debts, or for any other relief under the
     United  States  Bankruptcy  Code  ("Bankruptcy  Code"),  or under any other
     applicable   liquidation,    conservatorship,    bankruptcy,    moratorium,
     rearrangement,  receivership,  insolvency, reorganization or similar debtor
     relief laws affecting the rights of creditors  generally (together with the
     Bankruptcy Code,  collectively  each a "Debtor Relief Law"); or the Company
     or any subsidiary



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     shall apply for or permit the  appointment by consent or  acquiescence of a
     receiver,  custodian or trustee of Company or any  subsidiary  for all or a
     substantial  part of its property;  or Company or any Subsidiary shall make
     an  assignment  for the  benefit of  creditors.  The  pendency  of, and any
     developments in, UAC's Case shall not constitute an Event of Default.

          (vii)  Involuntary  Bankruptcy.  There  shall have been filed  against
     Company or any subsidiary,  including  Coastal Credit,  LLC, an involuntary
     petition in bankruptcy or seeking liquidation, reorganization, arrangement,
     readjustment of its debts or for any other relief under the Bankruptcy Code
     or any other Debtor  Relief Law that is not  dismissed or stayed  within 60
     days;  Company or any  subsidiary  shall  suffer or permit the  involuntary
     appointment  of  a  receiver,  custodian  or  trustee  of  Company  or  any
     subsidiary or for all or a substantial part of its property;  or Company or
     any  subsidiary  shall  suffer  or permit  the  issuance  of a  warrant  of
     attachment,  execution or similar  process  against all or any  substantial
     part of the property of Company or any Subsidiary. The pendency of, and any
     developments in, UAC's Case shall not constitute an Event of Default.

     6. Remedies.  On the occurrence and during the  continuance of any Event of
Default  subject  only to prior  receipt  by  Holder of  payment  in full of all
Obligations  then  outstanding  Holder shall have all of the rights and remedies
set forth below,  and it may exercise any one or more, or all of such  remedies,
in its sole discretion, without thereby waiving any of the others.

          (a)  Acceleration of the  Obligations.  If the Event of Default arises
     under either Section 5(vi) or 5(vii),  then all of the Obligations shall be
     deemed  immediately  due and  payable;  otherwise,  in respect of any other
     Event of Default, Holder, at its option, may declare all of the Obligations
     to be  immediately  due  and  payable,  whereupon  the  same  shall  become
     immediately due and payable without presentment, demand, protest, notice of
     nonpayment  or any other  notice  required by law,  all of which are hereby
     waived   by   Company,   anything   contained   herein   to  the   contrary
     notwithstanding.  Thereafter,  Holder, at its option, may, but shall not be
     obligated  to, accept less than the entire  amount of  Obligations  due, if
     tendered,  provided,  however,  that  unless  then  agreed to in writing by
     Holder,  no such acceptance shall or shall be deemed to constitute a waiver
     of any Event of Default,  or a  reinstatement  of any commitments of Holder
     hereunder.

          (b) Default  Interest.  (c) Upon the occurrence of an Event of Default
     and during the continuance  thereof,  interest on this Note shall accrue at
     the rate of 13.75% per annum (the "Default Rate").

          (d)  Remedies of a Secured  Party.  Holder  shall  thereupon  have the
     rights and remedies of a secured  party under any and all laws in effect on
     the date  thereof  (regardless  whether  the same has been  enacted  in the
     jurisdiction where the rights or remedies are asserted), including, without
     limitation,  the Uniform Commercial Code as adopted in the State of Indiana
     ("UCC"), and including, without limitation, the right to take possession of
     any of the collateral or the proceeds thereof, to sell or otherwise dispose
     of the same, and to apply the proceeds  therefrom to any of the Obligations
     in such order as Holder,  in its sole discretion,  may elect.  Holder shall
     give Company written notice of the time and place of any public sale of the
     collateral or the time after which any other intended  disposition  thereof
     is to be made. The requirement of sending reasonable notice shall be met if
     such  notice is given to the  Company  at least ten (10) days  before  such
     disposition.



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     Expenses of retaking, holding, insuring, preserving,  protecting, preparing
     for sale or  selling  or the like  with  respect  to the  collateral  shall
     include,  in any  event,  reasonable  attorneys'  fees  and  other  legally
     recoverable collection expenses, all of which shall constitute Obligations.
     Holder may sell the  collateral  without  giving any  warranties  as to the
     collateral  and may  specifically  disclaim any  warranties of title or the
     like, and in so doing any of the foregoing will not be considered to affect
     adversely the commercial reasonableness of any sale of the collateral.

          (e) Other Remedies. Unless and except to the extent expressly provided
     for to the contrary herein,  the rights of Holder specified herein shall be
     in addition to, and not in limitation of, Holder's rights under the UCC, as
     amended from time to time,  any other statute or rule of law or equity,  or
     under any other provision of any of the Collateral Documents,  or under the
     provisions of any other document,  instrument or other writing  executed by
     Company  or any  third  party  in  favor of  Holder,  all of  which  may be
     exercised successively or concurrently.

          (f) Waivers by Debtor.  Company hereby waives,  to the extent the same
     may be waived under  applicable  law: (a) all claims,  causes of action and
     rights of Company  against  Holder on account of actions taken or not taken
     by Holder in the exercise of Holder's rights or remedies  hereunder,  under
     this Note or any of the Collateral  Documents or under  applicable law; (b)
     all claims of Company for failure of Holder to comply with any  requirement
     of applicable law relating to  enforcement  of Holder's  rights or remedies
     hereunder,  under  this Note or any of the  Collateral  Documents  or under
     applicable  law; (c) in the event  Holder seeks to repossess  any or all of
     the  collateral  by  judicial  proceedings,  any bond(s) or  demand(s)  for
     possession  which otherwise may be necessary or required;  (d) presentment,
     demand for payment,  protest and notice of non-payment  and all exemptions;
     (e) any and all other notices or demands  which by  applicable  law must be
     given to or made upon  Company by Holder;  (f)  settlement,  compromise  or
     release of the  obligations of any person  primarily or secondarily  liable
     upon any of the  Obligations;  (g)  substitution,  impairment,  exchange or
     release of any collateral for any of the  Obligations;  and (h) relief from
     valuation or appraisement laws. Company agrees that Holder may exercise any
     or all  of its  rights  and/or  remedies,  under  this  Note  or any of the
     Collateral  Documents  and under  applicable  law without  resorting to and
     without  regard to any  collateral or sources of liability  with respect to
     any of the Obligations.

     7. Disclaimer.  Holder expressly  acknowledges and agrees that this Note is
not an  obligation  of Union  Acceptance  Corporation  and is not secured by any
asset of Union  Acceptance  Corporation  or any  subsidiary of Union  Acceptance
Corporation.

     8.  Note  Purchase  Agreement;  Definitions.  This Note is issued to Holder
pursuant  to the Note  Purchase  Agreement,  dated  March 9, 2005,  between  the
Company and Richard M. DeVos Charitable Lead Annuity Trust No. 2 ("Note Purchase
Agreement")  which  supplements and governs the terms of this Note.  Capitalized
terms used,  but not defined,  herein,  have the meanings given them in the Note
Purchase Agreement.

                            [signature page follows]




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     IN WITNESS WHEREOF,  the Company has caused this Note to be executed on its
behalf by its authorized officer on the date first written above.



                                           WHITE RIVER CAPITAL, INC.




                                           By:
                                              ----------------------------------
                                               Mark R. Ruh, President


THIS NOTE HAS NOT BEEN REGUSTERED  UNDER THE SECURITIES ACT OF 1933 OR ANY STATE
SECURITIES  LAWS AND MAY NOT BE  TRANSFERRED  EXCEPT  IN  COMPLIANCE  WITH  SUCH
REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM.



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