Exhibit 10.8
 NOTICE OF GRANT OF STOCK OPTIONS
    
    CapitalSource Inc.ID: 35-22068954445 Willard AvenueTwelfth FloorChevy Chase, MD 20815[Name]
    
    Option Number:[Address]
    
    Plan:
    
    Y2KBID:
   Shares
    
    Vest Type
    
    Vest Date
    
    Expiration
  CapitalSource Inc.
    
    
    
    Date[NAME]
    
    
    
    Date




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CAPITALSOURCE INC.
THIRD AMENDED AND RESTATED EQUITY INCENTIVE PLAN
 NON-QUALIFIED OPTION AGREEMENT
 Non-qualified Option
    
    This Agreement evidences an award of a Stock Option exercisable for
that number of shares of Stock set forth on your Notice of Grant of
Stock Options to which this Agreement is attached (Grant Notice)
and subject to the vesting and other conditions set forth herein, in
the Plan and on the Grant Notice. This option is not intended to be
an incentive option under Section 422 of the Internal Revenue Code
and will be interpreted accordingly.Transfer of Stock
Option
    
    During your lifetime, only you (or, in the event of your legal
incapacity or incompetency, your guardian or legal representative)
may exercise the Stock Option. The Stock Option may not be sold,
assigned, transferred, pledged, hypothecated or otherwise
encumbered, whether by operation of law or otherwise, nor may the
Stock Option be made subject to execution, attachment or similar
process.If you attempt to do any of these things, this Stock Option will
immediately become forfeited.Notwithstanding these restrictions on transfer, the Board or the
Committee may authorize, in its sole discretion, the transfer of a
vested Stock Option (in whole or in part) to a member of your
immediate family or a trust for the benefit of your immediate
family.Vesting
    
    Your Stock Option shall vest in accordance with the vesting schedule
shown in the Grant Notice so long as you continue in Service on the
vesting dates set forth on the Grant Notice and is exercisable only
as to its vested portion.Forfeiture of
Unvested Stock
Options / Term
    
    Unless the termination of your Service triggers accelerated vesting
of your Stock Option pursuant to the terms of this Agreement, the
Plan, or any other written agreement between the Company (or any
Affiliate) and you, you will automatically forfeit to the Company
those portions of the Stock Option that have not yet vested in the
event your Service terminates for any reason.Expiration of
Vested Options
After Service
Terminates
    
    If your Service terminates for any reason, other than death,
Disability or Cause, then the vested portion of your Stock Option
will expire at the close of business at Company headquarters on the
90th day after your termination date.




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If your Service terminates because of your death or Disability, or
if you die during the 90-day period after your termination for any
reason (other than Cause), then the vested portion of your Stock
Option will expire at the close of business at Company headquarters
on the date twelve (12) months after the date of your death or
termination for Disability. During that twelve (12) month period,
your estate or heirs may exercise the vested portion of your Stock
Option.If your Service is terminated for Cause, then you shall immediately
forfeit all rights to your entire Stock Option and the Stock Option
shall immediately expire.In all events, your Stock Option will expire on the Expiration Date
shown on the Grant Notice. Your Stock Option will expire earlier if
your Service terminates, as described herein.Forfeiture of Rights
    
    If you should take actions in violation or breach of or in conflict
with any non-competition agreement, any agreement prohibiting
solicitation of employees or clients of the Company or any Affiliate
thereof or any confidentiality obligation with respect to the
Company or any Affiliate thereof, the Company has the right to
cause an immediate forfeiture of your rights to this Stock Option
awarded under this Agreement and this Stock Option shall immediately expire.In addition, if you have exercised
any of this stock option during the two year
period prior to your actions, you will owe the Company a cash
payment (or forfeiture of shares) in an amount determined as
follows: (1) for any Shares that you have sold prior to receiving
notice from the Company, the amount will be the proceeds received
from the sale(s), less the option exercise price, and (2) for any
Shares that you still own, the amount will be the number of Shares
owned times the Fair Market Value of the Shares on the date you
receive notice from the Company, less the option exercise price
(provided, that the Company may require you to satisfy your payment
obligations hereunder either by forfeiting and returning to the
Company the shares or any other shares or making a cash payment or a
combination of these methods as determined by the Company in its
sole discretion).Leaves of Absence
    
    For purposes of this Agreement, your Service does not terminate when
you go on a bona fideemployee leave of absence that was approved by
the Company in writing if the terms of the leave provide for
continued Service crediting, or when continued Service crediting




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is
required by applicable law. Your Service terminates in any event
when the approved leave ends unless you immediately return to active
employee work.The Company determines, in its sole discretion, which leaves count
for this purpose, and when your Service terminates for all purposes
under the Plan.Notice of Exercise
    
    The Stock Option may be exercised, in whole or in part, to purchase
a whole number of vested shares of Stock of not less than 100
shares, unless the number of vested shares purchased is the total
number available for purchase under the option, by following the
procedures set forth in the Plan and in this Agreement.When you wish to exercise this Stock Option, you must exercise in a
manner required or permitted by the Company.If someone else wants to exercise this Stock Option after your
death, that person must prove to the Companys satisfaction that he
or she is entitled to do so.Form of Payment
    
    When you exercise your Stock Option, you must include payment of the
option price indicated on the Grant Notice for the shares you are
purchasing. Payment may be made in one (or a combination) of the
following forms: Cash, your personal check, a cashiers check, a money order
or another cash equivalent acceptable to the Company. Shares of Stock which have already been owned by you for
more than six months and which are surrendered to the Company. The
Fair Market Value of the shares as of the effective date of the
option exercise will be applied to the option price. To the extent a public market exists for the shares of Stock
as determined by the Company, delivery (in a form prescribed or
accepted by the Company) of an irrevocable direction to a licensed
securities broker acceptable to the Company to sell shares and to
deliver all or part of the sale proceeds to the Company in payment
of the aggregate option price and any withholding taxes.Evidence of Issuance
    
    The issuance of the shares upon exercise of this Stock Option shall
be evidenced in such a manner as the Company, in its discretion,
will deem appropriate, including, without limitation, book-entry,
registration or issuance of one or more share certificates.




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Withholding Taxes
    
    You agree as a condition of this grant that you will make acceptable
arrangements to pay any withholding or other taxes that may be due
as a result of the Stock Option exercise or sale of Stock acquired
under this Stock Option. In the event that the Company determines
that any federal, state, local or foreign tax or withholding payment
is required relating to the exercise of this Stock Option or sale of
Stock arising from this Stock Option, the Company shall have the
right to require such payments from you, or withhold such amounts
from other payments due to you from the Company or any Affiliate
(including withholding the delivery of vested shares of Stock
otherwise deliverable under this Agreement).Retention Rights
    
    This Agreement and this Stock Option do not give you the right to be
retained by the Company (or any Affiliate) in any capacity. Unless
otherwise specified in an employment or other written agreement
between the Company (or any Affiliate) and you, the Company (and any
Affiliate) reserve the right to terminate your Service at any time
and for any reason.Stockholder Rights
    
    You, or your estate or heirs, have no rights as a shareholder of the
Company until the Stock has been issued upon exercise of your Stock
Option and either a certificate evidencing your Stock has been
issued or an appropriate entry has been made on the Companys books.
No adjustments are made for dividends, distributions or other rights
if the applicable record date occurs before your certificate is
issued (or an appropriate book entry is made), except as described
in the Plan.Your Stock Option shall be subject to the terms of any applicable
agreement of merger, liquidation or reorganization in the event the
Company is subject to such corporate activity.Applicable Law
    
    This Agreement will be interpreted and enforced under the laws of
the State of Delaware, other than any conflicts or choice of law
rule or principle that might otherwise refer construction or
interpretation of this Agreement to the substantive law of another
jurisdiction.The Plan
    
    The text of the Plan is incorporated in this Agreement by reference.Certain capitalized terms used in this Agreement are defined in the
Plan, and have the meaning set forth in the Plan.This Agreement, the associated Grant Notice and the Plan constitute
the entire understanding between you and the Company regarding this
Stock Option. Any prior agreements, commitments or negotiations
concerning this grant are superseded; except that any written
employment, consulting, confidentiality, non-competition and/or
severance agreement between you and the Company (or any Affiliate)
shall supersede this Agreement with respect to its subject matter.




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Data Privacy
    
    In order to administer the Plan, the Company may process personal
data about you. Such data includes, but is not limited to,
information provided in this Agreement or the Grant Notice and any
changes thereto, other appropriate personal and financial data about
you such as your contact information, payroll information and any
other information that might be deemed appropriate by the Company to
facilitate the administration of the Plan.By accepting this grant, you give explicit consent to the Company to
process any such personal data.Code Section 409A
    
    It is intended that this Award comply with Section 409A of the Code
(Section 409A) or an exemption to Section 409A. To the extent
that the Company determines that you would be subject to the
additional 20% tax imposed on certain non-qualified deferred
compensation plans pursuant to Section 409A as a result of any
provision of this Agreement, such provision shall be deemed amended
to the minimum extent necessary to avoid application of such
additional tax. The nature of any such amendment shall be
determined by the Company.
 By signing the Grant Notice, you agree to all of the terms and conditions described above and in
the Plan.