Exhibit 10.2 




Form of August 2008
Performance RSU Award Agreement 




[NAME]

[ADDRESS] 


Dear               :


        On
August             , 2008, (the “Grant Date”)
you were granted a Restricted Stock Unit
(“RSU”) Award pursuant to Section 8 of the 2006 FBR Capital Markets Corporation
Long-Term Incentive Plan (the “Plan”). The RSU Award covers           
  RSUs. Each RSU
represents the right to receive one share of the common stock of FBR Capital Corporation
(“FBRCM” or the “Company”), subject to the terms and conditions set
forth herein and in the Plan. 



        The
grant of this RSU Award is subject to the condition that you enter into a restrictive
covenant agreement (the “Restrictive Covenant”), in the form approved by the
Compensation Committee of the Company’s Board of Directors (the
“Committee”). This RSU Award will be cancelled automatically if you do not enter
into the Restrictive Covenant before August 27, 2008.




        Restriction
Period/Vesting: This RSU Award will have a restriction period that will lapse based on
continued employment and meeting a FBRCM stock price performance target. None of the RSUs
will vest unless the trailing 20-day simple moving stock price of the Company common stock
is at least $8.00 per share at any point before February 20, 2011. If the stock price
performance target is achieved, one-third of the RSU Award will vest on each February 20
in 2011, 2012 and 2013 if your employment with FBRCM continues until the applicable date. 



        Settlement
of Units: As soon as practicable after the restriction period lapses (but no later
than March 15 of the year following the year in which the RSUs vest), the Company will
issue shares of its common stock to you in settlement of the vested RSUs and you will have
full ownership rights in those shares. The number of shares that will be issued will equal
the number of RSUs that vest. 



        Dividend
Equivalents: FBRCM at this time has no intention of paying a dividend. However, if
FBRCM chooses to pay a dividend in the future, you will be entitled to receive cash
payments equivalent to any cash, stock or other property dividends that are paid on shares
of the Company’s common stock during the period beginning on the Grant Date and
ending on the earlier of (a) the date that you vest in the RSUs or (b) the date that you
forfeit the RSUs. Your right to receive these dividend equivalents, if any, is subject to
the same vesting requirements that apply to the RSUs. Any dividends that are payable to
you will be paid at the same time that shares of Company common stock are issued in
settlement of your RSUs. Such payments will be treated as compensation reportable on your
Form W-2 (rather than as dividend income). 



        Shareholder
Rights: You will not have any rights as a shareholder of the Company with respect to
the RSUs. You will have rights as a shareholder, including the right to vote and receive
dividends, on and after the date that the Company issues shares of its common stock in
settlement of vested RSUs. 



        Change
in Control: In the event of a Change in Control, the Committee will determine the
impact of the Change in Control, including whether the RSU Award will vest in accordance
with section 11.2 of the Plan or be assumed or substituted in accordance with Section
11.3. 



        If
You Leave FBRCM: If you leave FBRCM before the end of the restriction period, you will
forfeit the restricted or unvested portion of the RSU Award. As provided in the Plan, you
may vest in additional RSUs if your employment ends on account of your death, disability
or retirement or if you are terminated as part of a reduction in force. For purposes of
your RSU Award, the term “disability” means that you are entitled to receive
(but for any waiting period), benefits under a long-term disability insurance plan or
policy maintained by the Company. The term “retirement” means a separation from
service that is recognized as retirement under the Company’s retirement policy. 



        Taxes:
You are strongly advised to consult with your own tax professional concerning the tax
implications of your RSU Award based on your particular circumstances. FBRCM cannot
provide you with tax advice. RSUs differ from other forms of incentive compensation in
many ways, including how they are treated for tax purposes. Generally, in the U.S., you
will not be taxed at the time of the grant. However, upon settlement of the RSU Award, the
value of the Company common stock and any cash or other property issued or paid to you is
taxed as ordinary income and you are required to pay taxes at that time. The shares will
not be released until payment for the taxes is received. FBRCM will provide you with
instructions for making payments closer to your vesting date. 



        Grant
Acceptance: You will be able to accept and view your RSU Award on
Fidelity’s Stock Plan Administration website at netbenefits.fidelity.com.
You will be receiving additional information
regarding Fidelity’s administration of RSU Awards.


         Please contact         
    at
            if you have any questions.



Name  of  Officer  Signing 
Letter:

Title: