exv10w2






Exhibit 10.2




PARENT COMPANY AGREEMENT




     THIS PARENT COMPANY AGREEMENT (Agreement), dated as of July 25, 2008, by and among the FEDERAL
DEPOSIT INSURANCE CORPORATION, a Federal banking agency existing under the laws of the United
States having its principal office in Washington, D.C. (FDIC), CAPITALSOURCE INC., a corporation
duly organized and existing under the laws of the State of Delaware (CSI), CAPITALSOURCE TRS INC.,
a direct subsidiary of CSI and a corporation duly organized and existing under the laws of the
State of Delaware (CSI TRS), CAPITALSOURCE FINANCE LLC, a direct subsidiary of CSI TRS and a
limited liability company duly organized and existing under the laws of the State of Delaware (CSI
Finance) (CSI, CSI TRS, and CSI Finance collectively, the Parent Companies), and CAPITALSOURCE
BANK, a direct subsidiary of CSI Finance and a proposed industrial bank chartered by the State of
California and located in Pasadena, California (Bank).



WITNESSETH:




WHEREAS,



1. The
FDIC is charged by Section 5 of the Federal Deposit Insurance Act (the Act) (12 U.S.C. § 1815) with the responsibility of acting upon applications for Federal deposit insurance for all
depository institutions including, but not limited to, state nonmember banks and by Section 18(c)
of the Act (12 U.S.C. § 1828(c)) with the responsibility of acting upon each merger application in
which a state nonmember bank is the resulting institution;



2. The Bank submitted an application for Federal deposit insurance (the Deposit Insurance
Application) to the FDIC in accordance with Section 5 of the Act on April 29, 2008;



3. The Bank submitted a merger application (the Merger Application) to the FDIC in accordance with
Section 18(c) of the Act on April 29, 2008;



4. Each Parent Company and the Bank desire that the FDIC approve the pending Deposit Insurance
Application and the pending Merger Application (the Applications);



5. Each Parent Company and the Bank have expressed their willingness to enter into this Agreement
and to submit to such conditions as the FDIC may deem necessary to approve the Applications; and



6. To better evaluate and control the potential risks to the Bank and to the Deposit Insurance
Fund, the FDIC deems this Agreement necessary and may not make a favorable finding on the
applications if each Parent Company and the Bank do not enter into this Agreement.




 









 





     I. In consideration of the premises and agreements contained herein, the receipt and
sufficiency of which are hereby acknowledged, the FDIC, each Parent Company, and the Bank agree as
follows:




	 	A.	 	If each Parent Company makes the commitments contained in this Agreement, the
FDIC will act on the Applications;
	 
	 	B.	 	That Parent Company shall submit to the FDIC an initial listing of all of its
subsidiaries and update the list annually;
	 
	 	C.	 	That Parent Company will maintain the Bank’s capital at such levels as the
FDIC deems appropriate as reflected in the terms of a Capital Maintenance and
Liquidity Agreement (CMLA) entered into by the FDIC, each Parent Company, and the
Bank, and such other parties as the FDIC deems appropriate.
	 
	 	D.	 	That Parent Company consents to examination by the FDIC of Parent Company and
each of its subsidiaries to monitor compliance with the provisions of this Agreement,
the Order approving the Bank’s deposit insurance and merger applications (Order), the
CMLA, the Act or any other federal law that the FDIC has specific jurisdiction to
enforce against such company or subsidiary and those governing transactions and
relationships between any depository institution subsidiary and its affiliates;
	 
	 	E.	 	That on and after the effective date of deposit insurance, Parent Company
shall engage, directly or indirectly, only in financial activities; provided however,
that if on the effective date of deposit insurance Parent Company has investments in
companies that engage in activities other than financial activities, Parent Company
shall divest its investments in such companies that represent more than 5 percent of
the outstanding voting shares of such companies (non-conforming investments) within
one year after the effective date of deposit insurance; provided further that Parent
Company shall divest the aggregate amount of the book value of the non-conforming
investments according to the following schedule: 50 percent within six months after
the effective date of deposit insurance, 75 percent within nine months after the
effective date of deposit insurance, and 100 percent within one year after the
effective date of deposit insurance. For purposes of this agreement, the term
“financial activity” means (1) banking, managing, or controlling banks or savings
associations; (2) any activity permissible for financial holding companies under 12
U.S.C. 1843(k), any specific activity that is listed as permissible for bank holding
companies under 12 U.S.C. 1843(c) and activities that the Federal Reserve Board has
permitted for bank holding companies under 12 C.F.R. 225.28 and 225.86, and (3) any
activity permissible for all savings and loan holding companies under 12 U.S.C.
1467a(c));




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	 	F.	 	That Parent Company shall submit to the FDIC an annual report regarding its
operations and activities, in the form and manner prescribed by the FDIC, and such
other reports as may be requested by the FDIC to keep the FDIC informed as to
financial condition, systems for monitoring and controlling financial and operating
risks, and transactions with the Bank; and compliance by Parent Company or its
subsidiaries with applicable provisions of this Agreement, the Order, the CMLA, the
Act or any other Federal law that the FDIC has specific jurisdiction to enforce
against such company or subsidiary;
	 
	 	G.	 	That Parent Company shall maintain such records as the FDIC may deem
necessary to assess the risks to the Bank or to the Deposit Insurance Fund;
	 
	 	H.	 	That Parent Companies shall cause an independent annual audit of the Bank to
be performed during the first three years after the effective date of deposit
insurance, and the Bank shall submit to the appropriate FDIC Regional Director, (i) a
copy of the audited annual financial statements and the independent public auditor’s
report thereon within 90 days after the end of the depository institution’s fiscal
year, (ii) a copy of any other reports by the independent auditor (including any
management letters) within 15 days after their receipt by the institution, and (iii)
written notification within 15 days when a change in the institution’s independent
auditor occurs;
	 
	 	I.	 	That CapitalSource, Inc. will limit its representation, direct and indirect,
on the Board of Directors of the Bank to no more than 25% of the members of such Board
of Directors, in the aggregate; and
	 
	 	J.	 	Neither the Parent Company nor any of its subsidiaries shall, directly or
indirectly, enter into any transactions with Farallon Capital Management, LLC , Janus
Capital Management, LLC, or Madison Dearborn Partners, LLC (each an Investor), any
Investor-subsidiary of any Investor, or any officer or director of any Investor or any
Investor-subsidiary thereof, except (i) that each Investor and its
Investor-subsidiaries may establish and maintain deposit accounts with the Bank,
provided the aggregate amount of such accounts is less than or equal to the greater of
5% of the Bank’s total deposits or $500,000, and provided further that such accounts
are on substantially the same terms as those prevailing for comparable accounts of
persons unaffiliated with the Bank; (ii) that each Investor and the
Investor-subsidiaries, may acquire, directly or indirectly, additional capital stock
of the Parent Company as long as the combined interests of such Investor and its
officers, directors, Investor-affiliates, and any persons acting in concert with the
Investor or one or more Investor-subsidiaries, are less than 25 percent of any class
of voting shares of the Parent Company or any of its subsidiaries; (iii) that the
Parent Company may register an Investor’s or any Investor-subsidiary’s sale of Parent
Company’s shares with the Securities and Exchange Commission; and (iv) that Investor
and any Investor-subsidiary may perform or conduct any transactions specified in an
agreement entered into with the Parent Company or any of its subsidiaries, on or
before April




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	 	 	 	28, 2008, so long as such agreement is not amended, extended, or renewed after
April 28, 2008.






	II.	 	Miscellaneous Provisions.





     Definitions.




	 	A.	 	The term “Board of Directors” means: (i) for a corporation, the board of
directors; (ii) for a limited liability company, the board of managers or the managing
member(s), as appropriate; and (iii) for a partnership, the general partner(s).
	 
	 	B.	 	The term “subsidiary” means any company that is directly or indirectly
controlled by another company.
	 
	 	C.	 	The term “Investor-subsidiary” means any company that is identified as such
by an Investor.
	 
	 	D.	 	The term “Investor-affiliate” means any company that controls, or is under
common control with Investor, or an Investor-subsidiary.
	 
	 	E.	 	The term “control” has the meaning given it in 12 U.S.C. 1817(j)(8) and
includes the presumption of control at 12 C.F.R. 

§ 303.82(b)(2).
	 
	 	F.	 	Terms used in this Agreement that are not otherwise defined herein have the
meanings given them in Section 3 of the FDI Act, 12 U.S.C. § 1813.
	 
	 	 	 	Enforceability as a Written Agreement. In addition to any other
remedies provided by law, this Agreement is binding and enforceable by the
FDIC as a written agreement pursuant to Section 8 of the FDI Act (12 U.S.C.
§ 1818).
	 
	 	 	 	Authority of Parent Company and Bank. The Board of Directors of each
Parent Company and the Bank each have approved a resolution (Resolution)
authorizing Parent Company and the Bank to enter into this Agreement. A
certified copy of each Resolution for each party is attached hereto as
Exhibit A and incorporated herein by reference.
	 
	 	 	 	Governing Laws. This Agreement and the rights and obligations
hereunder shall be governed by and shall be construed in accordance with the
Federal law of the United States, and, in the absence of controlling Federal
law, in accordance with the laws of the State of Delaware.
	 
	 	 	 	No Waiver. No failure to exercise, and no delay in the exercise of,
any right or remedy on the part of any of the parties to this Agreement
shall operate as a waiver or termination of the Agreement. Further, any




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	 	 	 	exercise or partial exercise of any right or remedy relating to this
Agreement will not preclude further exercise of such right or remedy or any
other right or remedy.
	 
	 	 	 	No Oral Change. This Agreement may not be modified, amended,
changed, discharged, terminated, released, renewed or extended in any manner
except by a writing signed by all of the parties.





     Addresses. Any correspondence or submission required by the Agreement shall be
provided in writing and shall be delivered by hand or sent by United States express mail or
commercial express mail, postage prepaid, and addressed as follows:


If to CSI:



CapitalSource Inc.

Attention: Chief Financial Officer

4445 Willard Avenue, 12th Floor

Chevy Chase, MD 20815



If to CSI TRS:



CapitalSource TRS Inc.

Attention: Treasurer

4445 Willard Avenue, 12th Floor

Chevy Chase, MD 20815



If to CSI Finance:



CapitalSource Finance LLC

Attention: Treasurer

4445 Willard Avenue, 12th Floor

Chevy Chase, MD 20815



If to the Bank:



CapitalSource Bank

Attention: President

300 North Lake Avenue, Suite 150

Pasadena, CA 91106



If to the FDIC:



Associate Director, Division of Supervision and Consumer Protection

Supervision and Applications Branch

Federal Deposit Insurance Corporation

550 17th Street, NW

Washington, D.C. 20429





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     No Assignment. This agreement may not be assigned or transferred, in whole or in part,
without the prior written consent of the FDIC.



     Joint and Several Liability. The obligations, liabilities, agreements and commitments
of the Parent Companies set forth in paragraphs I.A. through I.J. are joint and several, and the
FDIC may pursue any right or remedy that it may have against one or more of the Parent Companies
without releasing or discharging any other party.



     Complete Agreement. The parties agree that this Agreement is the complete and
exclusive statement of the agreement between the parties concerning the commitments set forth in
paragraphs I.A. through I.J. of the Agreement, and supersedes all prior written or oral
communications, representations and agreements relating to the subject matter of these paragraphs.



     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year indicated above.



FEDERAL DEPOSIT INSURANCE CORPORATION




	 	 	 	 	 
	By:
	 	 

	 	 
	 
	Title:

	 	 

	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	CAPITALSOURCE INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ JOHN K. DELANEY	 	 
	 

	 	 	 	 
	Title:

	 	     JOHN K. DELANEY	 	 
	 
	 	 	 	 
	CAPITALSOURCE TRS INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ JOHN K. DELANEY	 	 
	 

	 	 	 	 
	Title:

	 	     JOHN K. DELANEY	 	 
	 
	 	 	 	 
	CAPITALSOURCE FINANCE LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ STEVEN A. MUSELES	 	 
	 

	 	 	 	 
	Name:

	 	     STEVEN A. MUSELES	 	 
	Title:

	 	     EXECUTIVE VICE PRESIDENT	 	 
	 
	 	 	 	 





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	CAPITALSOURCE BANK (in-organization)	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 






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