KCS Energy, Inc.










EXHIBIT 10.8 



KCS ENERGY, INC. 



RESTRICTED STOCK
AGREEMENT 




	Restricted stock granted to:



Address:	«FIRST» «LAST» (the “Grantee”)



«ADDRESS»

«CITY», «ST» «ZIP»






          This
agreement made by and between KCS Energy,  Inc., a Delaware  Corporation  (the
 “Company”),  having its office at 5555 San Felipe,  Suite 1200,  Houston,  Texas 77056,
 and the Grantee,  an employee of the Company or any  Subsidiary (as defined in the 2001
Employee and Directors Stock Plan of the Company,  as amended (the “2001 Plan”)),
 residing at the address set forth above (the “Agreement”).  All  capitalized  terms used
but not defined in this Agreement  shall have the  respective  meanings set forth in the
2001 Plan. 



          Whereas
 because the 2001 Plan, a copy of which is attached as Exhibit A became  effective  upon
the effective  date of the Company’s Plan of  Reorganization  under Chapter 11 of the
United States  Bankruptcy  Code by order of the United States  Bankruptcy Court dated
January 30, 2001; and 



          Whereas
the 2001 Plan provides that the Executive  Compensation  Committee (the “Committee”) of
the Board of Directors (the “Board”)  of the Company  may grant an award of  restricted
 shares,  together  with other  securities  issuable  thereunder,  in an aggregate of not
more than 4,362,868 shares of its common stock, $.01 par value (the “Stock”); and 



          WHEREAS
the  Committee  has  determined  that an award of  restricted  shares  under the 2001
Plan should be granted to the Grantee; and 



          WHEREAS
the Grantee  desires to accept the grant of such award of restricted  shares and to enter
this  Agreement  with the Company; 



          NOW,
 THEREFORE,  in  consideration  of the premises and mutual  covenants herein contained
and for other good and valuable consideration, the parties hereto agree as follows: 



          FIRST:
On «GRANT_DATE»  (the “Grant Date”),  the Company hereby grants to the
Grantee «SHARES»  restricted shares of Stock, including  the  right to vote
 such  restricted  shares,  subject  to the  restrictions  hereinafter  set forth  (such
 Stock  shall hereinafter be referred to as the “Restricted  Shares”).  One or more stock
 certificate(s)  representing  «SHARES» shares of Common Stock shall hereby
be  registered in the Grantee’s  name (the  “Certificates”),  but shall be held in
custody of the Company for the Grantee’s account. 



          SECOND:
 (a) If the Grantee shall die or cease employment  because of a Total and Permanent
 Disability while in the employ of the Company or any  Subsidiary  and shall have been so
employed at all times from the date of this  Agreement  to the date of the Grantee’s
death or Total and Permanent disability, all restrictions shall lapse or terminate. 




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          (b)
If the Grantee  ceases to be an employee of the Company or any  Subsidiary by reason of
 Retirement,  all  restrictions shall lapse or terminate. 



          (c)
Except as otherwise  provided in this Paragraph  SECOND, if the Grantee shall cease to be
an employee of the Company or any  Subsidiary  for any reason other than death,  Total
and Permanent  Disability or  Retirement,  the  Restricted  Shares shall be forfeited
immediately. 



          (d)
The Restricted  Shares shall be subject in all respects to any rules and  regulations
 adopted from time to time by the committee as it deems proper for carrying out the
purposes of the 2001 Plan. The  interpretation  and  construction by the Committee of any
provision of the 2001 Plan or this Agreement shall be final and binding on all parties. 



          (e)
The  Restricted  Shares are subject in all  respects to the 2001 Plan,  the terms of
which are  incorporated  herein by reference. In the event of any conflict between this
Agreement and the 2001 Plan, the terms of the 2001 Plan shall control. 




          THIRD:
The Restricted  Shares are granted subject to the following  provisions,  conditions and
limitations,  as well as to all the provisions, conditions and limitations stated in the
2001 Plan: 



          (a)
Grantee shall not be entitled to delivery of the  Certificates  until the  expiration or
 termination of the Restricted Period (as defined in Paragraph NINTH) and the
satisfaction of any other conditions prescribed by the Committee; 



          (b)
The  Restricted  Shares shall not be sold,  transferred,  assigned,  pledged,  or
otherwise  encumbered  or disposed of during the Restricted Period and until the
satisfaction of any other conditions prescribed by the Committee; 



          (c)
At the  discretion of the  Committee,  cash and stock  dividends  with respect to the
 Restricted  Shares may be either currently  paid or withheld by the Company for the
 Grantee’s  account,  and  interest  may be paid on the amount of cash  dividends
withheld at a rate and subject to such terms as determined by the  Committee.  Cash or
stock  dividends so withheld by the Committee shall not be subject to forfeiture. 



          (d)
In the event (i) any  recapitalization,  reclassification,  spin-off,  split-up,  or
 consolidation  of Common Stock is effected;  (ii) the outstanding  shares of Common
Stock are exchanged,  in connection with a merger or  consolidation of the Company or a
sale by the Company of all or part of it’s assets,  for a different  number or class of
shares of stock or other  securities of the Company or for shares of the stock or other
securities of any other  corporation;  (iii) new,  different or additional shares or
other  securities of the Company or of another  corporation are received by the holders
of Common Stock; or (iv) any distribution is made to the holders of Common  Stock other
than a cash  dividend;  the Board shall make  appropriate  adjustments  to the number and
class of shares or other securities that may be issued or transferred  pursuant to
outstanding  Restricted Shares and the number and class of shares or other securities
available for issuance under the Plan. 



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          (e)
If at any time, the Board shall in its discretion  determine that the listing,
 registration  or  qualification  of the Restricted  Shares subject to this award upon
any securities  exchange or under any state or federal law, or the consent or approval of
any  governmental  regulatory body, is necessary or desirable as a condition of, or in
connection with, the issuance of shares of Stock  hereunder,  such  Restricted  Shares
shall not be issued in whole or part unless such listing,  registration,  qualification,
consent or approval shall have been effected or obtained free from any conditions  not
 reasonably  acceptable to the Board.  In the event the Restricted  Shares issued
 pursuant to this award have not been  registered  under the Securities Act of 1993, as
amended, the Company shall cause a legend or legends to be placed on any certificates
 representing  such Stock stating that such shares have not been so registered. 



          FOURTH:
 The Company,  within ten (10) days of the expiration or termination of the Restricted
 Period and the satisfaction of any other conditions  prescribed by the Committee,  will
issue and deliver to the Grantee, a certificate for the number of shares of Stock
 representing  Restricted  Shares with respect to which the restrictions have lapsed.
 The time of such delivery,  however, may be postponed by the Company for such period as
it may require using  reasonable  diligence,  to comply with the  requirements of law. 



          FIFTH:
 This Agreement  shall be binding upon the Company,  its  successors and assigns and,
 subject to the provisions and conditions hereof, shall inure to the benefit of the
legatees, distributees and legal representatives of the Grantee. 



          SIXTH:
 This  Agreement and the 2001 Plan embody the entire  understanding  and agreement of the
parties in relation to the subject  matter  hereof and no promise,  condition,
 representation  or warranty,  express or implied,  not herein stated shall bind either
 party  hereto.  Except as provided in the 2001 Plan,  none of the terms and  conditions
 of this  Agreement  may be changed, modified,  waived or canceled  except by a writing,
 signed by the parties hereto  specifying such change,  modification,  waiver or
cancellation.  A waiver by either party,  at any time, of compliance  with any of the
terms and conditions of this  Agreement  shall not be considered a  modification,
 cancellation  or consent to a future waiver of such terms and  conditions or of any
preceding or succeeding  breach  thereof,  unless  expressly so stated.  If any section,
 paragraph,  sentence,  word or other  provision of this Agreement shall be deemed to be
invalid or  unenforceable,  then all of the remaining  Agreement  sections,  paragraphs,
 sentences, words or other provisions shall  remain in full force and effect and shall be
binding upon the Grantee. 



          SEVENTH:
 This Agreement shall be construed and enforced in accordance with the laws of the state
of Delaware. 



          EIGHTH:
 This Agreement may be executed  simultaneously  in two or more  counterparts,  each of
which shall be deemed to be an original as of the date set forth below and it shall not
be  necessary  in making  proof of this  Agreement to produce or account for more that
one such counterpart. 



          NINTH:
 The restrictions on the Restricted Shares shall lapse on the date(s) set forth below: 



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		Restricted Period 	Shares Applicable To

«SHARES» shares  






          TENTH:
 The  signature of the Grantee  hereon will  constitute  the Grantee’s  acknowledgement
 of receipt of a copy of the 2001 Plan, the Grantee’s  acceptance of this Agreement and
all terms and provisions hereof.  This Agreement shall become void and of no force and
effect  whatsoever,  unless  within 21 days from the date hereof the Grantee  returns to
the Secretary of the Company a copy of this Agreement signed by the Grantee. 



                    IN
WITNESS  WHEREOF,  the Grantee has  executed  this  Agreement  and the Company has caused
this  Agreement to be executed and attested in its name and on its behalf, by its duly
authorized signatories as of this «GRANT_DATE». 




	ATTEST  	KCS ENERGY, INC.  
	 
  
	———————————————

Secretary

(Corporate Seal) 	———————————————

Chairman, Chief Executive Officer 
	 
  
	 	By

      ———————————————

      Grantee 







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