BofI Holding Inc.

Committee Membership Loan Committee Compensation Committee Mr. Burke is President and sole shareholder of Truck World, Inc., a wholesale and retail petroleum marketing company, based in the Youngstown, Ohio area. Truck World, Inc. is a retail jobber for Shell Oil and Marathon Ashland Petroleum. Since founding the company in 1972, he has built, developed, opened and operated convenience stores and truck stops. Additionally, in 1980, Mr. Burke acquired and operated four pipeline terminals on the Buckeye Pipeline System and became involved with various aspects of distribution, including: scheduling, trading and hedging. Mr. Burke served as a Director of the Ohio Petroleum Marketing Association for nine years during this time. Mr. Burke is also President and sole shareholder of J. Gary Burke Corporation, a real estate holding company that owns and manages properties in various states. Most recently, J. Gary Burke Corporation processed the entitlements and developed the site improvements for a 40-acre industrial park in Otay Mesa, California. Before serving in the United States Navy as a Naval Aviator from 1968 to 1971, Mr. Burke earned his BSME degree from the University of Miami, Florida. Mr. Burke has been a shareholder of the Company since 1999. Education: BSME degree from the University of Miami, Florida

In April 2001, Mr. Micheletti joined the Bank as Vice President and Chief Financial Officer. His responsibilities include corporate finance, accounting and administration. Before joining the Bank, Mr. Micheletti was Vice President- Finance for TeleSpectrum Worldwide Inc., an international provider of outsourced telephone and Internet services to large companies in a variety of businesses, including financial services, wireless telephone service, government and Internet-related services. In July 1999, TeleSpectrum acquired International Data Response Corporation (IDRC), a competitor, where Mr. Micheletti held the position of Vice President and Corporate Controller since joining IDRC in 1997. From 1990 to 1997, Mr. Micheletti was Vice President and Chief Financial Officer of Linsco/Private Ledger Corp (LPL Financial Services), a $300 million independent contractor securities broker dealer with offices throughout the United States. Prior to joining LPL Financial Services, Mr. Micheletti was Vice President, Controller and Vice President, Financial Reporting for Imperial Savings Association, a publicly traded $10 billion savings and loan. Starting as an internal auditor in 1985, Mr. Micheletti was promoted to various positions within the bank's finance organization and became Controller in 1990. Mr. Micheletti also held several positions with Deloitte & Touche LLP as an auditor from 1980 to 1985. Education: Mr. Micheletti is licensed as a CPA in the State of California and has held various NASD securities licenses. He holds a B.S. from San Diego State University.

Mike joined BofI USA in April of 1999 as part of the original management team to organize and direct the Technology development of the Bank. Mike is responsible for all hardware and software systems for Bank of Internet USA, including the development of our proprietary CRM system. Mike has led the development and purchases of all Banks systems.

Barbara began her banking career in 1978. Barbara brings a strong background in Operations, Administration and Bank Systems Analysis. Barbara specializes in applying technological solutions in conjunction with good risk management techniques to meet the challenges presented in the new realm of Internet Banking. Barbara's banking career includes experience in California, Oregon and Texas. She completed the Officer Development Program with First Interstate Bank and her career has been broadened by both major and community bank experience.

JERRY ENGLERT serves as Chairman of the Board of Directors. He is Director of Strategic Planning and Financial Relations for Hollis-Eden Pharmaceuticals, Inc. In addition, Mr. Englert is the owner, Chairman and CEO of Harvard Fair, a specialty packaging company. He was a founder and the Vice Chairman of Bank Del Mar. Mr. Englert served as the President, CEO and Director of Winfield Industries until it was sold to Maxxim Medical in 1991. Mr. Englert was a founder in, and helped bring to market the digital thermometer and the timed precision intravenous delivery of drugs and fluids. His achievements include turnaround situations, real estate development and companies in the highly competitive biotech industry. One such success was with IMED, which was sold to Warner-Lambert. From 1968 to 1972, he was Vice President of Marketing for IVAC Corporation until it was sold to Eli Lilly pharmaceuticals and, from 1963 to 1968, he was a Regional Sales Manager for Baxter Health Care, Inc.

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Ms. Paulus has served as a member of the Board of Directors of the Company since July 1999. Ms. Paulus is a scientist specializing in transgenic technology and has more than 20 years of laboratory experience, including appointments at Washington State University, UC Irvine Medical Center, The Salk Institute for Biological Sciences and the University of California at San Diego. From January 1992 to December 1999, Ms. Paulus served as a research associate at the University of California at San Diego, managing the transgenic animal facility. She also participates in a family owned business specializing in residential and commercial land development and real estate lending. Ms. Paulus holds a Bachelor of Science degree from Western Washington University and a Masters of Science degree from Washington State University. Ms. Paulus is 48.

Gordon L. Witter, Jr. Mr. Witter has served as a member of the Board of Directors of the Company since July 1999. Following his retirement as a Chief Pilot for American Airlines, Captain Witter formed Witter Associates, a flight operations consulting firm, where he has been serving as President since April 1995. He is a co-founder of Air Carrier Associates, Inc., a firm specializing in risk management issues for airline and general aviation clients and has been its Managing Partner from July 1997 to the present. Mr. Witter serves as Treasurer of the Sharp Healthcare Foundation and as Chairman of the San Diego Aerospace Museum and is on the Greater San Diego Chamber of Commerce Military Affairs Council. Mr. Witter is 73.

An Animal Scientist specializing in Transgenic Technology, Michelle has more than 20 years of laboratory experience including appointments at Washington State University, UC Irvine Medical Center, The Salk Institute for Biological Sciences and The University of California at San Diego. Currently Michelle continues her involvement in the field of Animal Science by serving as a public member of the UCSD Animal Subjects Committee. In addition to raising three children, she participates in a family owned business specializing in residential/commercial land development and real estate lending. Ms. Paulus holds a B.S. from Western Washington University and an M.S. from Washington State University.

Ted Allrich - Chairs ALCO and Marketing Committees. In addition to being a pioneer in the Internet marketing of financial services and developer of one of the most visited financial web sites on the Internet, Ted also brings fixed income investment and hedging expertise to the bank. Mr. Allrich formed his investment firm, Allrich Investment Management, in 1991. He published his book The On-Line Investor (St. Martin's Press) in 1995. Upon publication, he was asked by America Online to write about investing, specializing in education for investors and how to use the financial resources on AOL. Shortly thereafter Ted expanded his financial education program to the Internet. Ted is founder of Allrich Investment Management; founder and general partner of The Online Investor (www.theonlineinvestor.com; on AOL, keyword: OLI). The Online Investor was one of the early financial sites on AOL and the Internet.

Thomas J. Pancheri. Mr. Pancheri has served as a member of the Board of Directors of the Company since July 1999. Since July 1981, Mr. Pancheri has served as the President of San Diego Pension Consultants, Inc., a company specializing in the design and administration of retirement plans. San Diego Pension Consultants is the main division of Pen/Flex, Inc., which services qualified plans, primarily in the San Diego area. Mr. Pancheri is active in the National Institute of Pension Administrators and was the Charter President of the San Diego chapter. In addition, he has been a member of the Western Pension & Benefits Conference since 1980. Mr. Pancheri is 48.