SUBORDINATED GUARANTY

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.

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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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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