EXHIBIT 10.4

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                            WAUWATOSA HOLDINGS, INC.

                           2006 EQUITY INCENTIVE PLAN

                           RESTRICTED STOCK AGREEMENT
                               (OUTSIDE DIRECTORS)

     A. An AWARD for a total of ____________  shares of common stock,  par value
$0.01 per share,  of  Wauwatosa  Holdings,  Inc.  (the  "Company"),  the holding
company  of  Wauwatosa   Savings   Bank  (the  "Bank")  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.

     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  (hereinafter  referred to as the  "Restricted  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 ___________ __, 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  cessation  of a  Recipient's  service  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 cessation of service  shall be forfeited
by such Recipient.  In the event the Recipient  ceases to maintain  service with
the Bank,  the Company or an affiliate  due to death,  disability or following a
Change in Control,  the Restricted Stock allocated to the Recipient which, as of
the date of cessation of service has not yet vested,  shall be deemed to vest as
of the  Recipient's  last  day of  service  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.