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                                                                   EXHIBIT 10.21

                               CAPITALSOURCE INC.
                           DEFERRED COMPENSATION PLAN

     This CapitalSource Inc. Deferred Compensation Plan (the "Plan") is adopted
by CapitalSource Inc., a Delaware corporation ("CapitalSource"), for the purpose
of providing a deferred compensation arrangement to officers and directors of
the Company who are not also employees of the Company ("non-employee directors")
and their beneficiaries in consideration of services rendered to the Company and
as an inducement for their continued services in the future.

ARTICLE I: DEFINITIONS

     Whenever used herein, the masculine pronoun shall be deemed to include the
feminine, and the singular to include the plural, unless the context clearly
indicates otherwise, and the following definitions shall govern the Plan:

1.1. "Account" means the book entry account established under the Plan for each
     Participant to which shall be credited such amounts as the Company shall
     determine, the Participant's Credited Investment Return (Loss) determined
     under Article IV and which shall be reduced by any distributions made to a
     Participant.

1.2. "Beneficiary" those persons, trusts or other entities entitled to receive
     Benefits which may be payable hereunder upon a Participant's death as
     determined under Article VI.

1.3. "Benefits" means the amounts credited to a Participant's Account pursuant
     to such Participant's Deferred Compensation Agreements, plus or minus all
     Credited Investment Return (Loss).

1.4. "Board of Directors" or "Board" means the Board of Directors of
     CapitalSource Inc.

1.5. "Change of Control" means: (i) the dissolution or liquidation of the
     Company or a merger, consolidation, or reorganization of the Company with
     one or more other entities in which the Company is not the surviving
     entity, (ii) a sale of substantially all of the assets of the Company to
     another person or entity, or (iii) any transaction (including without
     limitation a merger or reorganization in which the Company is the surviving
     entity) which results in any person or entity owning 50% or more of the
     combined voting power of all classes of Shares of the Company or its
     successor. Notwithstanding the foregoing a transaction described in clause
     (i) or clause (ii) of the preceding sentence shall not be a Change of
     Control if persons who are shareholders of the Company or its Affiliates
     immediately prior to the transaction continue to

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      own 50% or more of the combined voting power of the Company or the
      resulting entity immediately following the transaction.

1.6.  "Code" means the Internal Revenue Code of 1986, as amended, and references
      to particular sections of the Code are deemed to refer to such sections or
      any successor sections thereto.

1.7.  "Committee" means the Compensation Committee of the Board.

1.8.  "Company" means CapitalSource and any present or future parent corporation
      or subsidiary corporation of CapitalSource which the Board determines
      should be included in the Plan. For purposes of the Plan, the terms parent
      corporation and subsidiary corporation shall be defined as set forth in
      Sections 424(e)and 424(f) of the Code.

1.9.  "Credited Investment Return (Loss)" means the hypothetical investment
      return which shall be credited to the Participant's Account pursuant to
      Article IV.

1.10. "Deferred Compensation Agreement" means an agreement to participate and to
      defer compensation between Participants and the Company in such form and
      consistent with terms of the Plan as the Company may prescribe from time
      to time.

1.11. "Distribution Date" means the date on which distribution of a
      Participant's Benefits is made or commenced pursuant to Article V.

1.12. "Distribution Election" means the election described in Section 5.2(b).

1.13. "Early Benefit Distribution Date" means the date elected by a Participant
      for the early distribution of Benefits, which shall be no earlier than six
      months after the date of the Deferred Compensation Agreement and in a
      different calendar year than the date the Deferred Compensation Agreement
      is filed.

1.14. "Effective Date" means November 26, 2003.

1.15. "Eligible Compensation" means, with regard to non-employee directors of
      the Company, annual board or committee retainers, and with regard to
      employees, annual bonuses and restricted stock unit grants.

1.16. "Financial Hardship" means one or more of the following events:

      a.   A sudden and unexpected illness or accident of the Participant or a
           dependent (as defined in Section 152(a) of the Code) of the
           Participant;

      b.   A loss of the Participant's property due to casualty; or

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      c.   Other similar and extraordinary and unforeseeable circumstances
           arising as a result of events beyond the control of the Participant,
           as determined by the Company.

1.17. "CapitalSource" means CapitalSource Inc., a Delaware corporation.

1.18. "Participant" means a non-employee director of the Company or an officer
      of the Company who has been designated by the Company as eligible to
      participate in this Plan and for whom an Account has been established.

1.19. "Plan" shall mean this CapitalSource Inc. Deferred Compensation Plan, as
      it may be amended from time to time.

1.20. "Plan Year" means the calendar year or such other period of time as may be
      designated by the Committee.

1.21. "Stock Unit" means an unfunded right to receive one share of Company
      common stock at a future date. Stock Units do not have voting rights.

1.22. "Termination Event" means the termination of the Participant's employment
      with the Company or, in the case of a non-employee director Participant,
      termination of service as a member of the Board, for any reason.


ARTICLE II: ELIGIBILITY

2.1.  Eligibility. Eligibility for participation in the Plan shall be limited to
      non-employee directors of the Company and to officers of the Company who
      are selected by the Company, in its sole discretion, to participate in the
      Plan. No employee may be designated as eligible unless the employee
      belongs to "a select group of management or highly compensated employees"
      as defined in Title I of the Employee Retirement Income Security Act of
      1974, as amended ("ERISA"). Non-employee directors and individuals who are
      in this select group shall be notified as to their eligibility to
      participate in the Plan and shall be eligible to defer Eligible
      Compensation in accordance with this Plan and rules established by the
      Committee. Each individual who becomes a Participant shall execute a
      Deferred Compensation Agreement in the form prescribed by the Company.

2.2.  Cessation of Participation. Participation in the Plan shall continue until
      all of the Benefits to which the Participant is entitled thereunder have
      been paid in full.

2.3.  Time of Election of Deferral. (a) An election to defer Eligible
      Compensation must be made before the Eligible Compensation is earned. In
      the case of a bonus otherwise payable in cash, the election to defer must
      be

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     made prior to the year in which the bonus would otherwise be paid. In the
     case of a bonus payable in restricted stock units, the election to defer
     must be made at least six months prior to the first vesting date of the
     restricted stock units. Notwithstanding the foregoing, in his or her first
     year of eligibility an employee or non-employee director may make a
     deferral election within 30 days of first becoming eligible. This initial
     deferral may relate only to Eligible Compensation attributable to the
     period following the deferral election.

     (b)  In the case of Director's fees, whether payable in cash or Stock
     Units, deferral elections under the Plan shall relate to one-year terms
     (each, a "Term") beginning with each annual meeting of shareholders of the
     Company ("Annual Meeting") and ending immediately prior to the next Annual
     Meeting. Notwithstanding the foregoing, non-employee directors shall be
     eligible to make a deferral election under the Plan for fees earned by the
     non-employee director in 2004 for the partial year beginning on January 1,
     2004 and ending immediately prior to the 2004 Annual Meeting; provided,
     that, such election is made prior to December 31, 2003. With respect to the
     Term commencing with the 2004 Annual Meeting and subsequent Terms, deferral
     elections shall be required to be made no later than thirty (30) days prior
     to the commencement of the Term. The foregoing election requirements shall
     be subject to the rule regarding first year of eligibility set forth in
     Section 2.3(a) above.

ARTICLE III: PARTICIPANT'S ACCOUNTS

3.1. Establishment of Accounts. The Company shall cause an Account to be kept in
     the name of each Participant and each Beneficiary of a deceased Participant
     which shall reflect the value of such Participant's Benefits as adjusted
     from time to time to reflect Credited Investment Return (Loss). Each such
     Account initially shall be credited with the number of Stock Units
     calculated in accordance with the Deferred Compensation Agreement.

3.2. Vesting. Accounts shall be 100% vested at all times. Notwithstanding the
     foregoing, any vesting restrictions applicable to an award of restricted
     stock units deferred under the Plan shall apply to the portion of the
     Participant's Account attributable to such award until such restrictions
     lapse in accordance with the original terms of the award.


ARTICLE IV: CREDITED INVESTMENT RETURN (LOSS)

4.1. Credited Investment Return (Loss). All amounts credited to an Account shall
     be deemed to be invested in Stock Units. Accounts shall be credited with


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     dividend equivalents to the extent dividends are paid on Company common
     stock.


ARTICLE V: BENEFITS

5.1. (a) Timing of Distribution. The vested amounts credited to a Participant's
     Account shall be paid (or payment shall commence) within a reasonable time
     after the Early Benefit Distribution Date, if the Participant has made a
     valid election for early distribution of Benefits pursuant to Section
     5.1(b), or a Termination Event.

     (b) Early Benefit Distribution. A Participant may elect an Early Benefit
     Distribution Date. Such election shall be made on the Participant's
     original Deferred Compensation Agreement. Any election of an Early Benefit
     Distribution Date shall be irrevocable, both as to the date of distribution
     and as to the amount of the distribution.

     In the event a Participant has a Termination Event prior to his or her
     Early Benefit Distribution Date, his or her election of an Early Benefit
     Distribution Date shall not be given effect and distribution of the
     Participant's Accounts, to the extent vested, shall be made in accordance
     with Section 5.1(a) without regard to the Early Benefit Distribution Date.

5.2. (a) Method of Distribution. A Participant's Account shall be paid in one of
     the following methods specified in his or her most recent valid
     Distribution Election filed with the Company in accordance with this
     Section 5.2: (i) a single lump sum payment; or (ii) in the case of
     Participants who are employees of the Company, substantially equal annual
     installments over up to a ten year period. Accounts, adjusted for
     applicable investment gains and losses, shall be divided by the number of
     years remaining under the election to determine the amount of such annual
     installment. All payments from the Plan shall be in the form of Company
     common stock.

     (b) Distribution Election for Method of Distribution. The Participant shall
     designate the method of distribution on the Deferred Compensation Agreement
     filed pursuant to the Plan and may amend any such designation by filing
     such amendment in such form and manner as the Company may prescribe.
     However, no amendment which is filed within six (6) full calendar months
     preceding the Participant's Termination Event or other Distribution Date,
     if applicable (whichever event or date gives rise to a payment of Benefits
     to the Participant), or that has the effect of accelerating payments, shall
     be given effect with respect to Benefits that become payable as of such
     Termination Event or other elected Distribution Date.


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     (c) Death Benefits. In the event the Participant dies before his or her
     Benefits have been fully distributed, the Participant's Benefits shall be
     paid to his or her Beneficiary in accordance with the Participant's most
     recent valid Distribution Election.

     (d) Non-Election. If no Distribution Election has been properly made prior
     to the Distribution Date, the Participant's Benefits will be distributed in
     a single lump sum. In the event that a Participant files an amended
     Distribution Election as to the form of distribution but such amendment
     cannot be given effect by reason of the provisions of Section 5.2(b),
     distribution shall be made in accordance with the Participant's
     Compensation Deferral Agreement, any valid amendment thereto, or otherwise
     in accordance with this Section 5.2(d).

     (e) Valuation of Accounts. Participants Accounts shall be valued as of the
     valuation date immediately preceding the Distribution Date.

5.3. Financial Hardship. Notwithstanding the foregoing, with the consent of the
     Company, a Participant who is an employee of the Company may withdraw up to
     one hundred percent (100%) of the vested amount credited to his or her
     Account as may be required to meet an unforeseeable emergency of the
     Participant constituting a Financial Hardship, provided that the entire
     amount requested by the Participant is not reasonably available from other
     resources of the Participant, and provided further that:

     (a) The withdrawal must be necessary to satisfy the unforeseeable emergency
     and no more may be withdrawn from the Participant's Account than is
     required to relieve the financial need after taking into account other
     resources that are reasonably available to the Participant for this
     purpose.

     (b) The Participant must certify such matters as the Company reasonably may
     require, including that the financial need cannot be relieved: (i) through
     reimbursement or compensation by insurance or otherwise; (ii) by reasonable
     liquidation of the Participant's assets, to the extent such liquidation
     would not itself cause an immediate and heavy financial need; (iii) by
     discontinuing the Participant's salary deferrals, if any; or (iv) by
     borrowing from commercial sources on reasonable commercial terms.

     (c) Premature withdrawals may be made only in a lump sum and only in an
     amount in excess of $10,000; only one premature withdrawal may be made in a
     calendar year; and ten percent of the amount withdrawn shall be irrevocably
     forfeited to the Company. The Company shall be entitled to impose such
     further or additional restrictions on a withdrawal for Financial Hardship
     as it deems necessary to avoid adverse tax consequences to any Participant.

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5.4. Limitation on Distributions to Covered Employees. Notwithstanding any other
     provision of this Article V, in the event that the Participant is a
     "covered employee" as defined in Section 162(m)(3) of the Code, or would be
     a covered employee if the Benefits were distributed in accordance with his
     or her Distribution Election or withdrawal request, the maximum amount
     which may be distributed from the Participant's Account, in any Plan Year,
     shall not exceed one million dollars ($1,000,000) less the amount of
     compensation paid to the Participant in such Plan Year which is not
     "performance-based" (as defined in Code Section 162(m)(4)(C)), which amount
     shall be reasonably determined by the Company at the time of the proposed
     distribution. Any amount which is not distributed to the Participant in a
     Plan Year as a result of the limitation set forth in this Section 5.4 shall
     be distributed to the Participant in the next Plan Year, subject to
     compliance with the foregoing limitation set forth in this Section 5.4.

5.5. Tax Withholding. All payments under this Article V shall be subject to all
     applicable withholding for state and federal income tax and to any other
     federal, state or local tax which may be applicable thereto. In the event
     any taxes become due prior to payment, including but not limited to, taxes
     under Section 3121(v) of the Code, such taxes shall be the sole
     responsibility of the Participant.


ARTICLE VI: BENEFICIARIES

6.1. Designation of Beneficiary. The Participant shall have the right to
     designate, on such form as may be prescribed by the Company, a Beneficiary
     to receive any Benefits due under Article V which may remain unpaid at the
     Participant's death and shall have the right at any time to revoke such
     designation and to substitute another such Beneficiary.

6.2. No Designated Beneficiary. If, upon the death of the Participant, there is
     no valid designation of a Beneficiary, the Beneficiary shall be the
     Participant's estate.


ARTICLE VII: ADMINISTRATION OF THE PLAN

7.1. Administration by the Company. This Plan shall be administered by the
     Committee. The Committee has sole discretion to interpret the Plan and to
     determine all questions arising in the administration, interpretation, and
     application of the Plan. The Committee's powers include the power, in its
     sole discretion and consistent with the terms of the Plan, to determine who
     is eligible to participate in this Plan, to determine the eligibility for
     and the amount of benefits payable under the Plan, to determine when and
     how amounts are allocated to a Participant's Account, to establish rules
     for

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     determining when and how elections can be made, to adopt any rules relating
     to administering the Plan and to take any other action it deems appropriate
     to administer the Plan. The Committee may delegate its authority hereunder
     to one or more officers of the Company. Whenever the value of an Account is
     to be determined under this Plan as of a particular date, the Committee may
     determine such value using any method that is reasonable, in its
     discretion. Whenever payments are to be made under this Plan, such payments
     shall begin within a reasonable period of time, as determined by the
     Committee, and no interest shall be paid on such amounts for any reasonable
     delay in making the payments.

7.3  Claims Procedures. (a) The Committee shall maintain procedures with respect
     to the filing of claims for benefits under the Plan. Pursuant to such
     procedures, any Participant or beneficiary (hereinafter called "claimant")
     whose claim for benefits under the Plan is denied shall receive written
     notice of such denial. The notice shall set forth:

          (i) the specific reasons for the denial of the claim;

          (ii) a reference to the specific provisions of the Plan on which the
     denial is based;

          (iii) any additional material or information necessary to perfect the
     claim and an explanation why such material or information is necessary; and

          (iv) a description of the procedures for review of the denial of the
     claim and the time limits applicable to such procedures, including a
     statement of the claimant's right to bring a civil action under ERISA
     following a denial on review.

     Such notice shall be furnished to the claimant within a reasonable period
     of time, but no later than 90 days after receipt of the claim by the Plan,
     unless the Committee determines that special circumstances require an
     extension of time for processing the claim. In no event shall such an
     extension exceed a period of 90 days from the end of the initial 90-day
     period. If such an extension is required, written notice thereof shall be
     furnished to the claimant before the end of the initial 90-day period,
     which shall indicate the special circumstances requiring an extension of
     time and the date by which the Committee expects to render a decision.

     (b) Right to a Review of the Denial. Every claimant whose claim for
     benefits under the Plan is denied in whole or in part by the Committee
     shall have the right to request a review of the denial. Review shall be
     granted if it is requested in writing by the claimant no later than 60 days
     after the

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     claimant receives written notice of the denial. The review shall be
     conducted by the Committee.

     (c) Decision of the Committee on Appeal. At any hearing of the Committee to
     review the denial of a claim, the claimant, in person or by duly authorized
     representative, shall have reasonable notice, shall have an opportunity to
     be present and be heard, may submit written comments, documents, records
     and other information relating to the claim, and may review documents,
     records and other information relevant to the claim under the applicable
     standards under ERISA. The Committee shall render its decision as soon as
     practicable. Ordinarily decisions shall be rendered within 60 days
     following receipt of the request for review. If the need to hold a hearing
     or other special circumstances require additional processing time, the
     decision shall be rendered as soon as possible, but not later than 120 days
     following receipt of the request for review. If additional processing time
     is required, the Committee shall provide the claimant with written notice
     thereof, which shall indicate the special circumstances requiring the
     additional time and the date by which the Committee expects to render a
     decision. If the Committee denies the claim on review, it shall provide the
     claimant with written notice of its decision, which shall set forth (i) the
     specific reasons for the decision, (ii) reference to the specific
     provisions of the Plan on which the decision is based, (iii) a statement of
     the claimant's right to reasonable access to, and copies of, all documents,
     records and other information relevant to the claim under the applicable
     standards under ERISA, and (iv) and a statement of the claimant's right to
     bring a civil action under ERISA. The Committee's decision shall be final
     and binding on the claimant, and the claimant's heirs, assigns,
     administrator, executor, and any other person claiming through the
     claimant.


ARTICLE VIII: MISCELLANEOUS

8.1. The right of a Participant or his or her designated Beneficiary to receive
     a distribution hereunder shall be an unsecured claim against the general
     assets of the Company, and neither the Participant nor a designated
     Beneficiary shall have any rights in or against any specific assets of the
     Company. Notwithstanding the previous sentence, the Company reserves the
     right to establish a grantor trust, the assets of which shall remain
     subject to claims of creditors of the Company, to which Company assets may
     be invested to fund some or all of the liabilities represented by this
     Plan. This Plan shall not be construed to require the Company to fund,
     prior to payment, any of the Benefits payable under this Plan.

8.2. If, in the Company's opinion, a Participant or Beneficiary for any reason
     is unable to handle properly any property distributable to him or her under
     the

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     Plan, then the Company may make such arrangements which it determines to be
     beneficial to such Participant or Beneficiary, to the extent such
     arrangements have not been made by such Participant or Beneficiary, for the
     distribution of such property, including (without limitation) the
     distribution of such property to the guardian, conservator, spouse or
     dependent(s) of such Participant or Beneficiary.

8.3. The right of any Participant, any Beneficiary, or any other person to the
     payment of any Benefits under this Plan shall not be assigned, transferred,
     pledged or encumbered.

8.4. This Plan shall be binding upon and inure to the benefit of the Company,
     its successors and assigns and the Participant and his or her heirs,
     executors, administrators and legal representatives.

8.5. Nothing contained herein shall be construed as conferring upon any
     Participant the right to continue in the employ or service of the Company
     as an employee.

8.6. If the Company, the Participant, any Beneficiary, or a successor in
     interest to any of the foregoing, brings legal action to enforce any of the
     provisions of this Plan, the prevailing party in such legal action shall be
     reimbursed by the other party for the prevailing party's costs of such
     legal action including, without limitation, reasonable fees of attorneys,
     accountants and similar advisors and expert witnesses.

8.7. This Plan shall be construed in accordance with and governed by the laws of
     the State of Maryland, without reference to the principles of conflicts of
     law thereof, to the extent such construction is not pre-empted by any
     applicable federal law.

8.8. This Plan constitutes the entire understanding and agreement with respect
     to the subject matter contained herein, and there are no agreements,
     understandings, restrictions, representations or warranties among any
     Participant and the Company other than those set forth or provided for
     herein.

8.9. (a) This Plan may be amended or terminated by CapitalSource at any time in
     its sole discretion by resolution of its Board or any committee to which
     its Board has delegated such authority to amend; provided, however, that no
     amendment may be made which would alter the irrevocable nature of an
     election or which would reduce the amount credited to a Participant's
     Account on the date of such amendment. If the Plan is terminated,
     Compensation shall prospectively cease to be deferred as of the date of the
     termination. Each Participant will be paid the value of his or her Account
     at the time and in the manner provided for in Article V.

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     (b) Notwithstanding the foregoing paragraph or any other provision in this
     Plan to the contrary, upon the consummation of a Change of Control, each
     Participant's Account shall be distributed to him or her in a lump sum
     distribution within 15 days following the consummation of such Change in
     Control, or, in the event there is a trust in effect with respect to the
     Plan, in accordance with the terms of the trust.


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     To record the adoption of the Plan effective as of November 26, 2003 to
read as set forth herein, the Company has caused its authorized officer to
execute the same this _______ day of February, 2004.

                                           CAPITALSOURCE

                                           By:     _____________________________

                                           As its: _____________________________



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