EXHIBIT 10.3

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                            WAUWATOSA HOLDINGS, INC.

                           2006 EQUITY INCENTIVE PLAN

                           RESTRICTED STOCK AGREEMENT
                                   (EMPLOYEES)


     A. An AWARD for a total of ____________  shares of common stock,  par value
$0.01 per share, of Wauwatosa  Holdings,  Inc. (the "Company") is hereby granted
to   ___________________________________   (the  "Recipient"),  subject  in  all
respects to the terms and provisions of the Wauwatosa Holdings, Inc. 2006 Equity
Incentive  Plan (the "Plan"),  which has been approved by the board of directors
of the Company and the stockholders of the Company, which is incorporated herein
by reference.  The terms of this  Restricted  Stock Agreement are subject to the
terms  and  conditions  of the  Plan,  except  where  otherwise  indicated.  The
Recipient  is an  employee  of  Wauwatosa  Savings  Bank (the  "Bank")  or of an
affiliate of the Company or the Bank.

     B. The shares of common stock awarded hereunder (hereinafter referred to as
the "Restricted  Stock") shall bear a legend restricting the  transferability of
such common stock.  The Restricted  Stock awarded to the Recipient  shall not be
sold, assigned, transferred,  pledged, or otherwise encumbered by the Recipient,
except as  hereinafter  provided,  until such  Restricted  Stock has vested (the
"Restricted  Period").  All of the shares of Restricted Stock granted  hereunder
shall vest in five (5) approximately equal annual  installments,  with the first
installment  vesting  on the  first  anniversary  of the  date of  grant,  or on
__________ __, 2008, and succeeding  installments on each anniversary thereafter
through  ___________ __, 2012. To the extent that the shares of Restricted Stock
awarded are not evenly  divisible by "five" (5),  then the shares of  Restricted
Stock in excess of those evenly divisible by 5 shall vest at the rate of one per
year,  commencing with the initial installment vesting and continuing until each
such share of  Restricted  Stock is fully vested.  For example,  an award of 103
shares  would  vest at the rate of 21  shares  on the  first,  second  and third
anniversaries  of the date of  grant,  and at the rate of 20 on the  fourth  and
fifth anniversaries of the date of grant.

     C. The Recipient shall receive a certificate or  certificates  representing
the shares of  Restricted  Stock that have been awarded to him.  Upon receipt of
the Restricted Stock certificates representing the shares awarded hereunder, the
Recipient  shall  execute  and  return to the  Company  a stock  power or powers
endorsed in blank covering all such shares of Restricted Stock.  Pursuant to the
terms of the Plan, the certificate or certificates  representing the Recipient's
Restricted  Stock  Award  shall be held in  custody  by the  Company  until  the
restrictions have lapsed.

     D. The  Recipient  shall  have the right to vote the  shares of  Restricted
Stock during the Restricted Period,  provided that all voting rights shall lapse
and  terminate  if the shares of  Restricted  Stock are  forfeited  pursuant  to
Paragraph E below. Cash dividends paid during the Restricted Period with respect
to the shares of Restricted  Stock shall be  distributed  to the Recipient  when
paid upon the underlying  shares of common stock, and dividends payable in stock
shall be paid in the form of additional Restricted Stock.

     E. Upon the  termination of a Recipient's  employment  with the Bank (or an
affiliate) for any reason other than death,  disability or Change in Control (as
defined in the Plan),  all shares of Restricted  Stock awarded to such Recipient
which have not vested as of the date of  termination  shall be forfeited by such
Recipient. In the event the Recipient's employment with the Bank, the Company or
an  affiliate  terminates  due to death,  disability  or  following  a Change in
Control,  the Restricted  Stock allocated to the Recipient which, as of the date
of termination has not yet vested, shall be deemed to vest as of the Recipient's
last day of employment with the Bank, the Company or an affiliate.

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     F. At the time the Restricted Stock vests under the Plan, the Company shall
deliver to the Recipient shares of common stock of the Company  representing the
amount  earned,  absent any  restrictions  that may have been imposed  under the
Plan.  Upon  delivery  of the  shares  of  common  stock to the  Recipient,  the
Recipient shall execute and return to the Company an  Acknowledgment  of Receipt
of Earned Shares, in the form attached hereto.

     G. A copy of the Plan  governing  this  Restricted  Stock Award is attached
hereto.  The  Recipient  is  invited to review  all the  provisions  of the Plan
governing this award.

     H. The  Recipient  acknowledges  receipt  of a copy of the Plan,  a copy of
which is annexed  hereto,  and represents that he is familiar with the terms and
provisions thereof.  The Recipient hereby accepts this award, subject to all the
terms and  provisions  of the Plan.  The  Recipient  hereby  agrees to accept as
binding,  conclusive,  and  final,  all  decisions  and  interpretations  of the
Committee  upon any  questions  arising  under the Plan.  As a condition  to the
issuance  of  shares  of common  stock of the  Company  under  this  award,  the
Recipient  authorizes  the Company to deduct from the settlement of an award any
taxes required to be withheld by the Company under federal,  state, or local law
as a result of his receipt of this award.

Date:
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ATTEST:                                     WAUWATOSA HOLDINGS, INC.



_______________________________             ___________________________________


WITNESS:                                    RECIPIENT


_______________________________             ___________________________________


 This Restricted Stock Agreement must be executed in duplicate originals, with
one original retained by the Company and one original retained by the Recipient.