EXHIBIT
      14.1







**WHITE
      RIVER CAPITAL, INC.**




**Code
      of Business Conduct and Ethics**




*This
      Code of Business Conduct and Ethics applies to White River Capital, Inc. and
      each of its subsidiaries and the term “Company” as used herein means White River
      Capital, Inc. including its subsidiaries. The Company reserves the right to
      add,
      change, eliminate or otherwise modify these and other Company policies at
      anytime. The Company’s interpretation of these policies as applied to particular
      circumstances is final.*




**I.**  **General
      Policy Statement**




It
      is the
      policy of the Company to conduct its business in accordance with the highest
      ethical standards of the financial industry and to comply with all laws
      regulating the conduct of the Company and its employees.




The
      Company requires that all employees conduct their personal and business affairs
      in a manner that avoids both actual and even the appearance of ethical
      impropriety. Every employee must act to protect the Company’s reputation as a
      responsible and professional financial services organization.




Employees
      are urged not only to use their best judgment in these matters but also to
      discuss any situation of questionable ethical or legal propriety with their
      Company Ethics Representative. No set of guidelines can anticipate or provide
      answers to every ethical dilemma, nor is mere adherence to the letter of these
      guidelines an assured defense against charges that federal or state law has
      been
      violated.




This
      Code
      is based upon the use of conservative good judgment. It is the obligation of
      each employee, officer and director to be familiar with and understand this
      Code
      and the Company’s other policies and procedures and to consult with their
      Company Ethics Representative when appropriate or required.




**II.**  **Administration
      and Compliance Standards**




The
      Audit
      Committee of the Company’s Board of Directors is ultimately responsible for
      applying this Code to specific situations in which questions may arise and
      has
      the authority to interpret these policies in any particular situation. However,
      questions relating to how these policies should be interpreted or applied may
      be
      addressed in the first instance, by an appropriate Company Ethics
      Representative, or other authorized and disinterested Company representatives,
      as described below.




The
      appropriate Company Ethics Representative depends on the party seeking an
      interpretation, seeking to report a potential violation, and upon the identity
      of persons potentially involved, as follows:




·
            For
                any employee of Coastal Credit, the Ethics Representative is the
                President
                of Coastal Credit.






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White
                  River Capital, Inc.
              
              Code
                  of Business Conduct and Ethics




·
            For
                any employee of Union Acceptance Corporation, the Ethics Representative
                is
                the President of UAC.




·
            For
                the Chief Executive Officer, President, or Chief Financial Officer
                of
                Coastal Credit, UAC or White River, or any director of White River,
                the
                Ethics Representative is the Chairman of the Audit
                Committee.




·
            In
                any case in which the party seeking an interpretation of these policies
                or
                seeking to report a potential violation of this Code believes that
                the
                matter involves the conduct or interest of the person who would be
                the
                Ethics Representative, then such reporting party shall not seek such
                interpretation from, or report to, such Ethics Representative, but,
                instead, shall seek interpretation from, or make such report to,
                the party
                who is the Ethics Representative to whom the party's otherwise applicable
                Ethics Representative would report.




An
      employee who is unsure of whether a situation violates this Code should discuss
      the situation with the appropriate Company Ethics Representative to prevent
      possible misunderstandings and embarrassment at a later date.




Any
      employee who becomes aware of any existing or potential violation of laws,
      rules, regulations or this Code by a Company officer, director or employee
      is
      required to notify the appropriate Company Ethics Representative promptly.
      Failure to do so is itself a violation of this Code. To encourage employees
      to
      report any violations, the Company will not allow retaliation for a report
      made
      in good faith and any suspected or actual violation may be reported
      anonymously.




A
      determination, interpretation or approval of a matter arising under these
      policies may be made on behalf of the Company (i) jointly by the applicable
      Ethics Representative and any of the Chief Executive Officer or President of
      White River, or the Chairman of the Audit Committee (so long as both of such
      persons are distinterested with respect to such matter); or (ii) by the Audit
      Committee. Any formal interpretation, determination or approval of a matter
      hereunder made in accordance with Clause (i) of the foregoing sentence shall
      be
      reported in writing to the Audit Committee in advance of its next regular
      meeting. If the party seeking an interpretation or reporting hereunder is
      aggrieved by an interpretation, determination or approval hereunder, or believes
      that such interpretation, determination or approval was not provided by
      disinterested persons as provided above, such person may appeal such ruling
      to
      the Audit Committee.




**III.**  **Conflicts
      of Interest**




A
      “conflict of interest” occurs when an individual’s private interest interferes
      or appears to interfere with the interests of the Company or the individual’s
      ability to act freely in the Company’s best interest. Conflicts of interest are
      prohibited as a matter of Company policy, unless they have been approved by
      the
      Company in accordance with this policy, applicable law and the Company’s Charter
      and By-laws. In particular, an employee, officer or director must never use
      or
      attempt to use his or her position at the Company to obtain any improper
      personal benefit for himself or herself, for his or her family, or for any
      other
      person. If an employee,







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White
                  River Capital, Inc.
              
              Code
                  of Business Conduct and Ethics


officer
      or director, in connection with such person’s position with the Company, is
      offered or receives anything of value beyond what is token or reasonable under
      the circumstances, such person must report it immediately to his or her Ethics
      Representative and seek approval before accepting such item(s).




**Common
      Sources of Conflicts** .
      Although it is impossible to prepare a list of all potential conflict of
      interest situations, conflicts of interest generally arise in several types
      of
      situations:




*INTEREST
      OF EMPLOYEE* *.* When an
      employee, a member of the employee’s family or a trust in which the employee is
      involved, has a significant direct or indirect financial interest in, or
      obligation to, an actual or potential supplier, lender, service provider or
      customer of the Company.




*INTEREST
      OF RELATIVE* .
      When an
      employee conducts business on behalf of the Company with a supplier or customer
      of which a relative by blood or marriage is a principal, partner, shareholder,
      officer, employee or representative.




*GIFTS* *.* When an
      employee, a member of the employee’s household, a trust in which the employee is
      involved, or any other person or entity designated by the employee, accepts
      gifts, credits, payments, services or anything else of more than token value
      or
      reasonable in the circumstances from an actual or potential competitor, supplier
      or customer.




*MISUSE
      OF INFORMATION* .
      When
      employee misuses information obtained in the course of employment.




*CONFLICT
      OF AVAILABILITY.* When an
      employee undertakes to engage in an independent business venture or agrees
      to
      perform work or services for another business, civic or charitable organization
      to the extent that the activity prevents such employee from devoting the time
      and effort to the Company’s business which his or her position requires.




*COMPETITORS* .
      When an
      employee serves, advises, or is associated with any person or enterprise which
      is a significant direct competitor of the Company, whether as an employee,
      stockholder, partner, director or advisor.




**Advance
      Disclosure** .
      Because
      conflicts of interest have the potential of serious abuse, all conflict of
      interest circumstances affecting any employee, officer or director should be
      disclosed to the appropriate Company Ethics Representative. While transactions
      or arrangements affected by a conflict of interest should generally be avoided,
      there may be times when such transactions are nevertheless fair and appropriate
      and in the Company’s best interest. An employee who believes a potential
      transaction or arrangement that may be affected by a conflict of interest should
      nevertheless be pursued or approved by the Company, must disclose all material
      terms of the proposed matter to the appropriate Company Ethics Representative
      in
      advance. No such transaction may be pursued, however, unless it is approved
      in
      advance by the appropriate, duly authorized and disinterested representatives
      of
      the Company as provided above, and, to the extent legally required, the board
      of
      directors or an appropriate committee thereof.







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White
                  River Capital, Inc.
              
              Code
                  of Business Conduct and Ethics


**IV.**  **Corporate
      Opportunities**




Employees,
      officers and directors owe a duty to the Company to advance the Company’s
      business interests. Employees, officers and directors are prohibited from taking
      (or directing to a third party) a business opportunity that is discovered
      through the use of corporate property, information or position, unless the
      Company has already been offered the opportunity and declined such opportunity.
      More generally, employees, officers and directors are prohibited from using
      corporate property, information or position for personal gain and from competing
      with the Company.




Sometimes
      the line between personal and Company benefits is difficult to draw, and
      sometimes there are both personal and Company benefits in certain activities.
      The only prudent course of conduct for employees, officers and directors is
      to
      make sure that any use of Company property or services that is not solely for
      the benefit of the Company is approved beforehand by the appropriate Company
      Ethics Representative.




**V.**  **Confidentiality**




In
      carrying out the Company’s business, employees, officers and directors often
      learn confidential or proprietary information about the Company or parties
      with
      which the Company does business. Employees, officers and directors must maintain
      the confidentiality of all information so entrusted to them, except when
      disclosure is authorized or legally mandated. Confidential or proprietary
      information of our Company, and of other companies, includes any non-public
      information that would be harmful to the relevant company or useful or helpful
      to competitors if disclosed. The obligation to maintain this confidentiality
      continues even after an employee, officer or director is no longer employed
      by,
      or associated with, the Company.




**VI.**  **Fair
      Dealing**




The
      Company promotes a culture of succeeding only through honest business
      competition. The Company does not seek competitive advantages through illegal
      or
      unethical business practices. Each employee, officer and director should
      endeavor to deal fairly with the Company’s customers, service providers,
      suppliers, competitors and employees. No employee, officer or director should
      take unfair advantage of anyone through manipulation, concealment, abuse of
      privileged information, misrepresentation of material facts, or any other unfair
      dealing or practice.




**VII.**  **Protection
      and Proper Use of Company Assets**




All
      employees, officers and directors should protect the Company’s assets and ensure
      their efficient use. All Company assets should be used only for legitimate
      business purposes.




**VIII.**  **Full
      and Fair Disclosure**




It
      is the
      Company’s policy to comply with all applicable laws, rules and regulations
      related to the disclosures the Company makes to the SEC and to ensure that
      such
      disclosures are made fairly, accurately and timely. White River will disclose
      in
      its annual report filed with the SEC that it has adopted a code of ethics for
      all of its directors, officers and employees, including







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White
                  River Capital, Inc.
              
              Code
                  of Business Conduct and Ethics


its
      principal executive officer, principal financial officer, principal accounting
      officer or controller, or persons performing similar functions. White River
      will
      make a copy of this Code available to the public through an exhibit to its
      annual report filed with the SEC or through a posting on its Internet website
      and by disclosing its Internet website address and the fact that it has posted
      its code of ethics on its Internet website in its annual report filed with
      the
      SEC.




An
      employee who is unsure of whether any particular disclosure is required under
      any applicable laws, rules or regulations should discuss the situation with
      White River’s Chief Financial Officer to prevent possible misunderstandings and
      embarrassment at a later date.




Any
      violation of applicable laws, rules and regulations related to the disclosures
      White River makes to the SEC will be dealt with swiftly by the Company and,
      if
      appropriate, promptly disclosed to the applicable law enforcement
      authorities.




**IX.**  **Compliance
      with Certain Laws, Rules and Regulations (Including Insider Trading
      Laws)**




It
      is the
      Company’s policy to comply with all applicable laws, rules and regulations. The
      Company is subject to a variety of laws governing the business of consumer
      finance and the operations of the Company. It is the personal responsibility
      of
      each employee, officer and director to adhere to the standards and restrictions
      imposed by those laws, rules and regulations. The Company has in place a number
      of policies designed to ensure compliance with those laws and regulations.
      It is
      the responsibility of each employee, officer and director to become familiar
      with the various policies that pertain to his/her responsibilities within the
      Company and to comply with such policies.




**Securities
      Laws and Insider Trading** .
      Generally, it is both illegal and against Company policy for any individual
      to
      profit from non public information relating to the Company. You may not trade
      in
      Company securities or in the securities of other companies with which the
      Company has business dealings based on material nonpublic information. You
      may
      not share confidential information with others or assist others in insider
      trading and may not disclose information in any manner which would result in
      violation of insider trading laws.




If
      you
      are uncertain about the rules involving your purchase or sale of any Company
      securities or any securities in companies that you are familiar with by virtue
      of your work for the Company, you should consult with the Company’s Chief
      Financial Officer before making any such purchase or sale.




The
      Company’s Policy on Securities Trades by Company Personnel is the complete
      statement of Company policy with respect to trading in Company securities by
      the
      employees, officers and directors of the Company. These policies must be
      complied with at all times.




An
      employee, officer or director who is unsure of whether a situation violates
      any
      applicable laws, rules or regulations should discuss the situation with the
      appropriate Company Ethics Representative to prevent possible misunderstandings
      and embarrassment at a later date.








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White
                  River Capital, Inc.
              
              Code
                  of Business Conduct and Ethics




Any
      violation of applicable laws, rules or regulations, including any conflict
      of
      interest that rises to such a level, will be dealt with swiftly by the Company
      and promptly disclosed to the applicable law enforcement
      authorities.




**X.**  **Other
      Guidelines**




The
      following list is not all-inclusive and is intended to apply to relatively
      common situations:




1.
            Employees
                must observe fair and ethical conduct when dealing with the Company’s
                competitors. Disparaging remarks regarding competitors are considered
                inappropriate, unethical and may be unlawful. The Company emphasizes
                quality and competence in its staff and
                services.




2.
            Employees
                are prohibited from involving the Company in arrangements with its
                competitors which involve the setting or controlling of rates, prices,
                or
                marketing policies, as such arrangements may violate antitrust
                laws.




3.
            Employees
                are required to cooperate fully with examinations, reviews and audits
                conducted by regulators and the Company’s internal auditors and external,
                independent auditors. Inquiries by examiners and auditors must be
                responded to fully and honestly, without concealment of any
                kind.




4.
            All
                records and accounts must accurately reflect the Company’s assets,
                liabilities, receipts and disbursements. The falsification of any
                books,
                records, or documents, or the destruction of any books, records or
                documents for purposes of concealment, is grounds for discipline,
                up to
                and including termination and also may result in criminal prosecution.




5.
            An
                employee’s personal use of the Company’s letterhead or that of a Company
                affiliate may prove embarrassing for both the Employee and the Company.
                Accordingly, Employees may not use official stationery or envelopes
                for
                personal correspondence or any purpose unrelated to the Company’s official
                business.




6.
            The
                Company believes every citizen should pursue an active interest in
                political and governmental processes. Employees are encouraged to
                keep
                themselves informed of political issues and candidates and to take
                an
                active interest in such matters. However, in every instance, employees
                participate in political and civic activities as individuals, not
                as the
                Company’s representatives. The Company’s name, address, financial or other
                resources may not be used in connection with such activities. The
                use of
                Company facilities, equipment, personnel or other resources in connection
                with political activities is prohibited. Employees may not make any
                contribution on the Company’s behalf in connection with any election or
                any issue before voters.








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White
                  River Capital, Inc.
              
              Code
                  of Business Conduct and Ethics




**XI.**  **Investigations**




The
      Audit
      Committee will direct the investigation of any complaints it receives concerning
      potential violations of this Code. In the case of complaints unrelated to
      accounting,


accounting
      controls or auditing matters, except as otherwise directed by the Audit
      Committee, management shall have the authority to direct any discipline deemed
      appropriate, up to and including dismissal of any employee found to have engaged
      in wrongdoing or violation of Company policy. The Audit Committee shall have
      the
      authority to determine any discipline it deems appropriate for complaints about
      accounting, accounting controls or auditing matters, up to and including
      dismissal of officers or employees found to have engaged in
      wrongdoing.




**XII.**  **Waivers
      of the Code**




From
      time
      to time, the Company may waive some provisions of this Code. Any employee,
      officer or director who believes that a waiver is appropriate should contact
      his
      Ethics Representative. Any waiver of the Code for executive officers or
      directors of the Company may be made only by the affirmative vote of a majority
      of the Board of Directors of the Company, and must be disclosed promptly to
      shareholders, along with the reasons for the waiver, within four business days.
      An approval of a transaction or arrangement that may involve a conflict of
      interest, or an interpretation that a particular matter, arrangement, act or
      transaction does not violate this Code shall not be deemed a waiver of the
      Code,
      so long as such approval or interpretation is made in accordance with the
      provisions of this Code.




In
      addition, any amendment or waiver (including an implicit waiver) of this Code
      that applies to White River’s principal executive officer, principal financial
      officer, principal accounting officer or controller, or person performing
      similar functions shall be disclosed in a Form 8-K filed by White River, or
      posted on its Internet website within four business days of such amendment
      or
      waiver. The disclosure shall include a brief description of the nature of the
      amendment or waiver, and in the case of a waiver, the name of the person to
      whom
      the waiver was granted and the date of the waiver. Such disclosure will be
      required with respect to any material departure from a provision of this Code,
      or the failure by the Company to take action within a reasonable period of
      time
      regarding a material departure from a provision of this Code. No disclosure
      in a
      Form 8-K or by posting on White River’s Internet website, however, will be
      required for technical, administrative or other non-substantive amendments
      of
      this Code. If White River discloses amendments or waivers to this Code by means
      of a posting on its Internet website, then it shall previously have disclosed,
      in its most recent annual report filed with the SEC, its Internet website
      address and the fact that it intends to disclose such amendments and waivers
      on
      its Internet website.




Adopted:  March
      27,
      2006.


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