4. **Relocation Allowance.**Upon execution of this Agreement, Company shall pay to Employee aone-time lump sum in the amount of $10,000 as a relocation allowance.     5. **Car Registration Fees.**The Company shall also reimburse Employee for automobile statelicense and registration fees and incremental automobile insurance costs that Employee incurs.     6. **Reimbursement for Tax Advice.**Some or all of the relocation benefits received by Employeeunder this Agreement may be subject to State and Federal income taxes. The Company shall reimburseEmployee for the cost of obtaining expert tax advice to determine the tax consequences resultingfrom Employee’s receipt of the benefits and payments under this Agreement, as well as his temporaryrelocation to the State of California.     7. **Maintenance Costs of Maryland Residence.**The Company shall reimburse Employee for anyactual incremental costs Employee incurs for the oversight and maintenance of Employee’s home inBethesda, Maryland during his absence, up to $500 per month. To be reimbursed under thisAgreement, such incremental costs must be incurred by Employee solely because he is not residing inhis Bethesda Maryland home during the Bank Employment Period. For avoidance of any doubt,reimbursable costs under this paragraph include payments to certain individuals to walk through,clean and inspect the Bethesda, Maryland home on a weekly basis. Employee shall not be entitledto reimbursement under this Agreement of routine costs incurred by Employee for the maintenance ofhis home in Bethesda, Maryland.     8. **Children Educational Expenses.**The Company shall reimburse Employee for any expensesincurred by Employee in the selection of and application to a school or schools for Employee’schildren to attend in the Los Angeles metropolitan area during the Bank Employment Period. TheCompany shall reimburse Employee for any tuition-related payments made to Employee’s children’sschool(s) in and around Bethesda, Maryland, which are forfeited as a result of Employee’srelocation to the Los Angeles metropolitan area. During the Bank Employment Period, Employee shallnot be required to move his family outside the Los Angeles metropolitan area.     9. **Gross-Up Payment.**Company shall pay to Employee a payment (the “Gross-Up Payment”) in anamount required to fully reimburse Employee for all federal, state, local income and employmenttaxes owed on any payment or benefit received by Employee under this Agreement, including any taxesowed as a result of receiving the Gross-Up Payment.     10. **Termination or Resignation:**The benefits and payments set forth in this Agreement are notconditioned upon Employee remaining employed with CapitalSource Bank through the Bank EmploymentPeriod. All of the benefits and payments in this Agreement shall be due and payable for the BankEmployment Period notwithstanding termination of Employee’s employment with CapitalSource and/orCapitalSource Bank, and Employee and his family shall have the right to continue to reside in theCalifornia residence leased by the Company until the end of the lease term without any additionalcost to Employee. Notwithstanding any other provision to the contrary, if Employee is terminatedfor Cause pursuant to the terms of his Employment Agreement, Employee’s rights to any future orunpaid benefits under this
2

 
Agreement shall cease, and Employee shall not be eligible for any unused portion of thebenefits described in this Agreement.     11. **Employment Status.**The terms of Employee’s Employment Agreement with CapitalSource shallsupersede any conflicting term herein except that the parties acknowledge that Employee’s temporaryrelocation to Los Angeles and employment by CapitalSource Bank in and of themselves shall notconstitute “Good Reason” or result in a breach by either party of the terms of the EmploymentAgreement.     12. **Employee Acknowledgement.**Employee has read this Agreement and understands the terms. Bysigning below, Employee acknowledges that he has read and fully understands the provisionscontained herein. Employee understands that he has a right to consult with an attorney as to themeaning and legal effect of this Agreement and has been given an opportunity to do so. ThisAgreement contains the entire agreement between the parties concerning its subject matter and maybe amended or modified only in writing signed by both parties hereto. This Agreement shall beconstrued in accordance with the laws of the State of Maryland.[SIGNATURE PAGE FOLLOWS]
3

 
         /s/ STEVEN A. MUSELES    Date: 8/22/08    Steven A. Museles                          CapitalSourceInc.                           /s/JOHN K. DELANEY   Date: 8/22/08   John K. Delaney