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                                                                    EXHIBIT 10.8


                          CITIZENS FIRST BANCORP, INC.
                              AMENDED AND RESTATED
                    MANAGEMENT RESTRICTED STOCK PURCHASE PLAN
                           (effective March 27, 2003)


1.       Purpose.

         (a) The purpose of the Citizens First Bancorp, Inc. Amended and
Restated Management Restricted Stock Purchase Plan (the or this "Plan" or the or
this "Management Plan") is to further align the interests of certain Key
Executives (as further defined in Section 4(a) below) with the interests of the
shareholders of Citizens First Bancorp, Inc. (together with any entity owned or
controlled thereby, the "Corporation"), and to contribute to the growth and
profits of the Corporation. In doing so, the Corporation also will be better
able to attract and retain highly qualified management personnel.

         (b) The Plan will allow certain Key Executives to acquire shares of the
Corporation's Common Stock through deferral of incentive bonuses payable under
the Corporation's Employee Incentive Bonus Program (the "Incentive Bonuses").
The Corporation will match these deferrals with additional shares of the
Corporation's Common Stock in the manner set forth in, and subject to the terms
and conditions of, this Plan.

2.       Effective Date. This Plan amends and restates, and replaces and
supersedes in its entirety, the Citizens First Bancorp, Inc. Amended and
Restated Management Restricted Stock Purchase Plan, which was effective June 1,
2002 and was subsequently amended on




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August 21, 2002. This amendment and restatement is effective on the date adopted
by the Corporation's Board of Directors (the "Effective Date").

3.       Management Compensation Committee.

         (a) The Committee appointed by the Corporation's Board of Directors to
administer the Corporation's 2001 Stock-Based Incentive Plan (the "Committee")
shall administer this Plan.

         (b) Decisions and determinations as to the number and identity of
Participants (as defined in Section 4(b) below), and as to any other matters
relating to the Plan, shall rest with the Committee. The Corporation's
management will make recommendations to the Committee, but the Committee will
not be bound by such recommendations and will make its own final determinations.

         (c) Action may be taken by the Committee at a meeting, or by written
consent, which action is approved by a majority of the Committee's members.

         (d) All determinations and decisions of the Committee shall be final,
binding and conclusive upon all parties.

4.       Eligibility for Participation.

         (a) Eligibility. Prior to the beginning of each "Plan Year" (as defined
in this Section 4(a)), the Committee will designate each Key Executive who is
eligible to participate in this Plan for such Plan Year. As used in this
Agreement, "Key Executive" shall mean the Corporation's Chief Executive Officer,
Senior Vice Presidents and identified Vice Presidents. As used in this
Agreement, the first "Plan Year" will mean the




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six months ended December 31, 2002. Thereafter, each "Plan Year" will correspond
to each fiscal year of the Corporation.

         (b) Participation. An eligible Key Executive so designated by the
Committee will have the right to elect irrevocably to participate in the Plan
(each, a "Participant") for the upcoming Plan Year by giving written notice on
the December 31st prior to the commencement of the Plan Year, to that effect to
the Committee on the form(s) provided by the Committee. For the first Plan Year,
however, the Participant will give such notice within 30 days of becoming
eligible for participation in the Plan.

5.       Awards of Restricted Stock Units and Distributions of Common Stock.

         (a) Maximum Shares of Common Stock Subject to Plan. The maximum number
of shares of Common Stock which may be awarded under the Plan shall be 450,000
shares in the aggregate of Common Stock of the Corporation. If restricted stock
units are forfeited or cancelled or repurchased, the number of shares of Common
Stock underlying any such restricted stock units shall again become available
for awards of restricted stock units under the Plan, unless the Plan shall have
been terminated.

         (b) Election. Subject to the terms and conditions of this Plan,
including the next sentence, for any Plan Year, a Participant will have the
right to elect irrevocably to defer under this Plan in the manner set forth in
Section 4(b) above all or any portion of the Participant's Incentive Bonus
earned under the Corporation's Employee Incentive Bonus Plan for such Plan Year
(the amount so deferred, excluding any amounts deferred pursuant to subsection
(c) below, the "Deferred Incentive Bonus"). For the first Plan




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Year, the Incentive Bonus that will be eligible for deferral by any Participant
is only the portion of the Participant's total Incentive Bonus earned during the
portion of the first Plan Year during which the Plan is in effect and only that
portion of such Incentive Bonus that is earned for the period of time after the
Participant makes his or her election with regard to the first Plan Year.

         (c) Additional One-Time Bonus in the First Plan Year. Notwithstanding
anything contained herein to the contrary, in the first Plan Year only, any
eligible Key Executive may elect to defer all or any portion of any bonus paid
to him or her within 90 days of June 1, 2002; provided, that the election must
be irrevocably made prior to the date any applicable bonus is determined by the
Corporation. If so elected, a Participant's RSU Account (as defined in Section
5(d) below) will be credited, on the date such bonus would have otherwise been
paid in cash to the Participant but for the election, with a number of
restricted stock units equal to the dollar amount of the portion of the
applicable bonus elected to be deferred divided by the closing price of the
Corporation's Common Stock on March 28, 2002 (subject to adjustment for stock
splits, stock dividends, mergers, recapitalizations or other events, as
determined by the Committee, in its sole discretion, to be equitable from time
to time).

         (d) Participant RSU Accounts. The Corporation shall establish a
restricted stock unit bookkeeping account ("RSU Account") for each Participant.
Except as otherwise provided in Section 5(c) above with regard to additional
one-time bonuses relating to the first Plan Year, on the last business day of
the month in which a Participant's Incentive Bonus is determined by the
Corporation with regard to any Plan


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Year, such Participant's RSU Account shall be credited with a number of
restricted stock units equal to the dollar amount of the Deferred Incentive
Bonus for such Plan Year divided by the closing price of the Corporation's
Common Stock on the last trading day of the Plan Year on which the Common Stock
traded on a public exchange or the Nasdaq National Market (subject to adjustment
for stock splits, stock dividends, mergers, recapitalizations or other events,
as determined by the Committee, in its sole discretion, to be equitable from
time to time).

         (e) Corporate Match. For every four full restricted stock units
credited to a Participant's RSU Account, on the same day as the units are
credited to the Participant's RSU Account pursuant to Section 5(c) or Section
5(d) above, the Corporation shall credit the Participant's RSU Account with one
additional restricted stock unit (subject to adjustment) (the "Corporate
Match").

         (f) Dividend Equivalents. On the date on which the Corporation pays
cash dividends to its other shareholders, each Participant will also be awarded
additional restricted stock units equal to the product of the number of
restricted stock units in the Participant's RSU Account multiplied by the
dividend paid to the Corporation's other shareholders for each share of Common
Stock divided by the closing price of the Corporation's Common Stock on the date
on which the dividend is paid (or, if not a business day, on the first business
day after the dividend is paid). Restricted stock units obtained as a result of
this Section 5(f) will be subject to all terms and provisions of this Plan,
including forfeiture and cancellation of restricted stock units credited to a
Participant's RSU Account for dividend equivalents to the extent that such
dividend



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equivalents are attributable to the Corporate Match.

         (g) No Rights as a Shareholder. A Participant will not have any rights
of a shareholder of the Corporation with respect to the restricted stock units
in such Participant's RSU Account (although a Participant will have the right to
receive dividend equivalents as provided in Section 5(f) above). In order to
fund its obligations under the Plan, the Corporation may issue Common Stock in
the name of the trustee of any grantor trust maintained or established by the
Corporation for this purpose (any such trust(s) together, the "Trust"). Other
than dividend rights, the trustee will have all of the rights of a shareholder
of the Corporation, including voting rights. Any Common Stock deposited in the
Trust will be subject to the Corporation's general creditors, including, without
limitation, if the Corporation becomes insolvent or has a receiver or a trustee
appointed for its assets or becomes involved in a bankruptcy or similar
proceeding. Any such Trust and any assets held in such Trust will conform to the
terms of the model trust, as described in Rev. Proc. 92-64.


         (h) Distributions of Common Stock. Subject to all of the terms and
conditions of this Plan, each restricted stock unit that has not been cancelled
or forfeited (including pursuant to Section 5(k) below) shall become
distributable in accordance with the next sentence on the last day of the first
full month after the last day of a Participant's employment with Corporation.
Except as otherwise provided in Section 5(i) below, the Corporation will issue
and deliver to a Participant, as soon as practicable after such restricted stock
units become distributable pursuant to the preceding sentence, one share of its
Common Stock for each distributable restricted stock unit credited to such


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Participant's RSU Account. The Corporation may require a Participant to remit to
the Corporation an amount sufficient to satisfy any withholding tax requirement
or to deduct from all distributions amounts sufficient to satisfy withholding
requirements.

         (i) Limit on Shares to be Issued Prior to Shareholder Approval. Unless
and until the Plan is approved by the Corporation's shareholders, no shares of
Common Stock will be distributed to Participants pursuant to the Plan if and to
the extent that the sum of (I) the total number of shares of Common Stock
previously distributed to Participants under the Plan plus (II) the total number
of shares of Common Stock previously distributed to directors and officers of
the Corporation under any other stock option, purchase plan or other arrangement
that has not been approved by the Corporation's shareholders (except broadly
based plans or arrangements including other employees) exceeds 25,000 shares of
Common Stock. Therefore, unless and until this Plan has been approved by the
Corporation's shareholders, if the foregoing limit applies, all distributions of
restricted stock units beyond such limit will be made in cash, rather than in
shares of the Corporation's Common Stock, by multiplying the number of
restricted stock units to be settled in cash by the price(s) per share of the
Corporation's Common Stock that was (were) originally used to determine the
number of restricted stock units to be awarded to the Participant.

         (j) Acceleration. The Committee may, in its sole discretion, alter the
timing of restricted stock units (including determining that all or any portion
of the restricted stock units in a Participant's RSU Account may be immediately
distributed) in one or



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more of the following circumstances:

                  i) The Participant establishes, to the satisfaction of the
                  Committee, severe financial hardship (as determined by the
                  Committee, in its discretion and in accordance with applicable
                  laws); or


                  ii) A Change in Control, as defined in the Corporation's 2001
                  Stock-Based Incentive Plan.

         (k)      Death of Participant; Cancellation and Forfeiture; Set-off.

                  (i) After the death of a Participant, the Participant's
                  beneficiary or beneficiaries will receive the distributions to
                  which the Participant would have otherwise been entitled under
                  this Plan upon termination of his or her employment with the
                  Corporation. These distributions will be made by the
                  Corporation to the beneficiary or beneficiaries as promptly as
                  practicable after the time on which the Participant would have
                  received the distribution but for his or her death, but
                  assuming that the Participant's employment terminated upon
                  death. Each Participant may designate, on a prescribed form
                  filed with the Committee, one or more beneficiaries. A
                  Participant may change his or her designation at any time by
                  re-filing the prescribed form with the Committee. If a
                  beneficiary has not been designated or no designated
                  beneficiary survives the Participant, any distributions to be
                  made to the Participant's beneficiary pursuant to this Section
                  5(k) will be made to the Participant's surviving spouse, if
                  still



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                  alive or, if not, in equal shares to the then living children
                  of the Participant, or, if none, to the Participant's estate.

                  (ii) Restricted stock units credited to a Participant's RSU
                  Account attributable to the Corporate Match, including
                  restricted stock units credited to the Participant's RSU
                  Account for dividend equivalents to the extent that such
                  dividend equivalents are attributable to the Corporate Match,
                  shall be canceled and forfeited under the following
                  circumstances:

                           (A) The Participant is terminated for "Just Cause"
                           (as defined in the Corporation's 2001 Stock-Based
                           Incentive Plan), or the Participant terminates
                           employment with the Corporation at a time when Just
                           Cause for dismissal exists; or

                           (B) The Participant breaches any of the covenants
                           contained in an award agreement executed pursuant to
                           Corporation's 2001 Stock-Based Incentive Plan.

                  (iii) If a Participant is indebted to the Corporation when the
                  Participant becomes entitled to a distribution under the Plan,
                  unless the Committee directs otherwise, any distribution shall
                  be offset by the amount of the indebtedness, in the following
                  manner: The number of distributable restricted stock units
                  will be reduced by a number of restricted stock units equal to
                  the amount of the indebtedness divided by the closing price of
                  the



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                  Corporation's Common Stock on the last trading day immediately
                  preceding the date the Participant becomes entitled to a
                  distribution.

6.       Administration, Amendment and Termination of the Plan.

         (a) The Committee shall have the power and authority to interpret and
administer the Plan. Except as otherwise provided in this Section 6(a), the
Board of Directors of the Corporation may, at any time, alter, amend or
terminate the Plan in any manner or for any reason, including to increase the
cost of the Plan to the Corporation or to alter the allocation of benefits to
the Participants. Notwithstanding the foregoing, no alteration, amendment or
termination shall be valid or effective if such alteration, amendment or
termination would adversely affect the value of any Participant's RSU Account
unless such Participant consents in writing to such alteration, amendment or
termination. In addition, the Board of Directors will not amend the Management
Plan in any way that violates securities laws or other rules and regulations to
which the Corporation or the Management Plan is subject, including rules and
regulations of Nasdaq or any exchange on which the Corporation's Common Stock is
then traded.

         (b) The Committee is authorized, in its sole discretion, to use the
Trust for the purpose of administering and accounting for the liabilities
incurred under the Plan; provided, however, that no Participant shall be
considered to have a beneficial ownership interest (or any other sort of
interest) in any specific asset of the Corporation or any of its subsidiaries or
affiliates as a result of the creation of the Trust or the transfer of funds or
other property to the Trust.



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         (c) It is the Corporation's intention that this Plan shall be unfunded
for tax purposes and for purposes of Title I of the Employee Retirement Income
Security Act of 1974, as amended. All amounts deferred under this Plan shall
continue for all purposes to be part of the general funds of the Corporation,
and the Plan shall constitute a mere promise by the Corporation to make benefit
payments in the future. To the extent that any Participant acquires the right to
receive benefits from the Corporation under this Plan, such right shall be no
greater than the right of any other unsecured general creditor of the
Corporation.


 7.      Non-Assignability. Except as otherwise determined by the
Committee, a Participant will not have the right to assign restricted stock
units in the Participant's RSU Account. For purposes of the preceding sentence,
an assignment will include any alienation, assignment, transfer, sale or other
disposition of any kind or nature, either by voluntary or involuntary assignment
or by operation of law, including, but without limitation, garnishment,
attachment or other creditor's process. Any purported assignment in violation
hereof shall be void.

8.       Corporation. As used in this Plan, the term "Corporation" means
Citizens First Bancorp, Inc. and, where the context so requires, any entity
owned or controlled by the Corporation.




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