Non-employee Director Restricted Stock Unit Grants and Board Retainer Payments

On August 21, 2008, the Board of Directors of BofI Holding, Inc. (the "Company") approved the recommendations of the Compensation Committee to 1) grant outside directors restricted stock units under the 2004 Stock Incentive Plan and 2) increase cash retainers for board service. The number of shares for each grant and the new cash retainer amount awarded to each of the non-employee directors is as follows:

                                                 Restricted Stock    Annual Cash
                                                     Award -          Retainer
    Director                                       No of Shares       Payments
    Jerry F. Englert                                        5,000   $      55,000
    Chairman of the Board of Directors
    Theodore C. Allrich                                     4,600   $      40,000
    Vice Chairman of the Board of Directors
    Paul Grinberg                                           4,600   $      50,000
    Audit Committee Chairman & Director
    Gordon L. Witter                                        4,000   $      40,000
    Compensation Committee Chairman & Director
    J. Gary Burke                                           3,600   $      30,000
    Director
    Michael A. Chipman                                      3,600   $      30,000
    Director
    Thomas J. Pancheri                                      3,600   $      30,000
    Director
    Connie M. Paulus                                        3,600   $      30,000
    Director

The restricted stock units granted to the directors have a value of $6.02 per share, which was the closing price on the grant date of August 21, 2008. All restricted stock unit awards above, except those granted to Mr. Grinberg, vest over three years, one-third on each anniversary date of the grant. Mr. Grinberg's award vests one-third on each of three dates: September 21, 2009, August 21, 2010 and August 21, 2011. The new annual cash retainer will be effective September 1, 2008 and will be paid in monthly installments.

A form of the Restricted Stock Unit Award and Agreement is attached as an Exhibit to this Current Report and is incorporated herein by reference.

Completion of Preferred Stock Offering

B of I Holding, Inc. entered into subscription agreements ("Subscription Agreements") in connection with the private placement of up to $14 million in aggregate liquidation amount of a newly created class of its preferred stock, the Series B - 8% Cumulative Convertible Nonparticipating Perpetual Preferred Stock,( the "Preferred Stock") of the Company. The Company announced the offering in its 8-K Current Report filed on June 30, 2008. On August 22, 2008, the Company concluded its Preferred Stock offering.

The Preferred Stock offer was a private placement made to accredited investors, directors and officers evidenced by a Subscription Agreement, which was filed as Exhibit 1.01 to the Company's 8-K Current Report dated June 30, 2008. The Preferred Stock offering opened on June 24, 2008 and the last transaction concluded on August 22, 2008. The total Preferred Stock issued in June, July and August of 2008 was $4,790,000 in aggregate liquidation amount.

(d) Exhibits.

10.3 2004 Stock Incentive Plan - Form of Restricted Stock Unit Award and Agreement