Exhibit 2.1

AGREEMENT AND PLAN OF SHARE EXCHANGE

        AGREEMENT AND PLAN OF SHARE EXCHANGE, dated as of March 9, 2005, by and between White River Capital, Inc., an Indiana corporation (“Parent”), and Union Acceptance Corporation, an Indiana corporation (the “Company”).

WITNESSETH:

        WHEREAS, the respective Boards of Directors of Parent and the Company have approved the acquisition of the Company by Parent on the terms and subject to the conditions set forth in this Agreement;

        WHEREAS, the respective Boards of Directors of Parent and the Company have approved a statutory share exchange (the “Exchange”) whereby all of the issued and outstanding shares of Common Stock, no par value, of the Company (“Company Common Stock”) shall be acquired by Parent in exchange for shares of validly issued, fully paid and nonassessable Common Stock, no par value, of Parent (“Parent Common Stock”) on the terms and subject to the conditions set forth in this Agreement;

        WHEREAS, for United States federal income tax purposes, it is intended that the transactions contemplated hereby qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and that this Agreement shall be, and is hereby, adopted as a plan of reorganization for purposes of Section 368 of the Code; and

        WHEREAS, Parent and the Company desire to make certain agreements in connection with the Exchange and also to prescribe various conditions to the Exchange.

AGREEMENT:

        NOW, THEREFORE, in consideration of the premises and the agreements contained herein the parties hereto agree as follows:

ARTICLE I
The Exchange

        Section 1.1 The Exchange. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Indiana Business Corporation Law (the “BCL”), at the Effective Time (as defined in Section 1.3), (i) Parent and the Company shall effect the Exchange, and (ii) the Company shall become a wholly owned subsidiary of Parent.

        Section 1.2 Closing. The closing (the “Closing”) of the Exchange shall take place at the Indianapolis office of Barnes & Thornburg, 11 South Meridian, Indianapolis, IN 46204 at 1:00 p.m., local time on April 15, 2005, or as promptly thereafter as all conditions precedent to the Closing have been satisfied or waived, subject to Section 5.2.

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        Section 1.3 Effective Time. Prior to the Closing, Parent and the Company shall prepare and, on the Closing date, shall file with the Secretary of State of the State of Indiana, the articles of share exchange or other appropriate documents (in any such case, the “Articles of Share Exchange”) executed in accordance with the relevant provisions of the BCL and shall make all other filings or recordings required under the BCL. The Exchange shall become effective at such time as the Articles of Share Exchange are duly filed with the Secretary of State of the State of Indiana, or at such later time as Parent shall specify in the Articles of Share Exchange (the time the Exchange becomes effective being the “Effective Time”).

        Section 1.4 Effects. The Exchange shall have the effects of a share exchange set forth in Section 23-1-40-6 of the BCL.

        Section 1.5 Articles of Incorporation and By-laws of the Company. The Articles of Incorporation and By-laws of the Company as in effect immediately prior to the Effective Time shall continue to be the Articles of Incorporation and By-laws of the Company until thereafter changed or amended as provided therein or by applicable law.

        Section 1.6 Directors and Officers of the Company. All of the directors and officers of the Company as of immediately prior to the Effective Time shall continue in office until expiration of their current terms of office or their earlier resignation, removal or incapacity.

ARTICLE II
Effect on the Capital Stock of the
Constituent Corporations; Exchange of Certificates

        Section 2.1 Effect on Capital Stock. At the Effective Time, by virtue of the Exchange and without any action on the part of the holder of any shares of Company Common Stock:

    (a)        Exchange of Outstanding Shares. The issued shares of Company Common Stock (and all related rights and interests) outstanding immediately prior to the Effective Time shall be exchanged for shares of Parent Common Stock at the ratio of 100 to 1, such that a holder of one hundred (100) shares of Company Common Stock shall become entitled to one (1) share of Parent Common Stock.

    (b)        Shares Held by Parent. Parent shall acquire and become the sole holder and owner of each issued and outstanding share of Company Common Stock (and all related rights and interests).

    (c)        Cancellation of Treasury Shares. Each share of Company Common Stock, if any, that is owned immediately prior to the Effective Time by the Company or Parent shall automatically be canceled and retired.

        Section 2.2 Exchange of Certificates.

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    (a)        Exchange Agent. Prior to the Effective Time, Parent shall select an agent which shall be reasonably satisfactory to the Company, to act as exchange agent (the “Exchange Agent”) for exchange in accordance with this Article II of the Parent Common Stock upon surrender of certificates representing Company Common Stock. Immediately prior to or at the Effective Time, Parent shall deposit with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II, (i) certificates re