**Exhibit 10.8**RESTRICTED STOCK AGREEMENT          THIS AGREEMENT, dated as of the 8th day of November, 2006, between KBW, Inc., a Delawarecorporation (the “Corporation”), and the employee who is confirming agreement with these termsthrough the facility of the Employee Account Records web site, as defined below (the “Employee”).W I T N E S S E T H          In consideration of the mutual promises and covenants made herein and the mutual benefits tobe derived herefrom, the parties hereto agree as follows:1. Grant, Vesting and Forfeiture of Restricted Stock.(a) Grant. Subject to the provisions of this Agreement and to the provisions of the KBW,Inc. 2006 Equity Incentive Plan (the “Plan”), the Corporation hereby grants to the Employee as ofNovember 8, 2006 (the “Grant Date”), such number of Shares (the “Restricted Stock”) of common stockof the Corporation, par value $0.01 per Share (“Common Stock”) as shall be set forth in the accountrecords of the Employee (“Employee Account Records”) as being granted hereby of the Bank of NewYork (the “Transfer Agent”). Employee may view such Employee Account Records at the Internet URLaddress of BONY maintained for that purpose at www.bnymystock.com/KBW. The Employee Account Recordsrelating to the Restricted Stock are expressly made a part hereof, subject to correction for errorsby the Corporation, for purposes of the amount and vesting schedule relating to the RestrictedStock. All capitalized terms used herein, to the extent not defined, shall have the meaning setforth in the Plan.(b)Vesting during the Restriction Period. Subject to the terms and conditions ofthis Agreement, the Restricted Stock shall vest and no longer be subject to any restriction on theVest Dates and in the respective amounts vesting on such dates set forth in the Employee AccountRecords (such period during which restrictions apply is the “Restriction Period”).(c)Forfeiture upon Termination of Employment; Accelerated Vesting upon Termination Dueto Death or Disability. Upon the Employee’s Termination of Employment for any reason (otherthan due to the Employee’s death or Disability) during the Restriction Period, all Shares ofRestricted Stock still subject to restriction shall be forfeited. Upon the Employee’s Terminationof Employment during the Restriction Period due to the Employee’s death or Disability, therestrictions applicable to the Restricted Stock shall lapse, and such Restricted Stock shall becomefree of all restrictions and become fully vested. For purposes of this Agreement, employment withthe Corporation shall include employment with the Corporation’s Affiliates and its successors.Nothing in this Agreement or the Plan shall confer upon the Employee any right to continue in theemploy of the Corporation or any of its Affiliates or interfere in any way with the right of theCorporation or any such Affiliates to terminate the Employee’s employment at any time.
 

 
2. Issuance of Shares.     Subject to Paragraph 9 (pertaining to the withholding of taxes), as soon as practicable afterthe Restriction Period expires (provided there has been no prior forfeiture of the Restricted Stockpursuant to the terms of this Agreement and the Plan), the Corporation shall issue (or cause to bedelivered) to the Employee one or more unlegended stock certificates in respect of the RestrictedStock. Notwithstanding the foregoing, the Corporation shall be entitled to hold the Shares ofRestricted Stock that have vested until the Corporation or the agent selected by the Corporation tomanage the Plan under which the Restricted Stock has been issued shall have received from theEmployee a duly executed Form W-9 or W-8, as applicable.3. Nontransferability of the Restricted Stock.          During the Restriction Period, the Shares covered by this Restricted Stock Agreement shall notbe transferable by the Employee by means of sale, assignment, exchange, encumbrance, pledge orotherwise. Any purported or attempted transfer of such Shares or such rights shall be null andvoid.4. Rights as a Stockholder.          Except as otherwise specifically provided in this Agreement, during the Restriction Period theEmployee shall have all the rights of a stockholder with respect to the Restricted Stock, includingwithout limitation the right to vote the Restricted Stock and the right to receive any dividendswith respect thereto. If the Corporation declares and pays dividends on the Common Stock during theRestriction Period, the Employee shall be paid dividends with respect to the Restricted Stock atsuch time as dividends are paid to stockholders of Common Stock generally.5. Certificates.          Certificates representing the Restricted Stock hares as originally or from time to timeconstituted shall bear the following legend:The Shares represented by this stock certificate have been granted as restricted stock undera Restricted Stock Agreement between the registered holder of these Shares and theCorporation. The Shares represented by this stock certificate may not be sold, exchanged,assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of untilthe restrictions set forth in the Restricted Stock Agreement between the registered holderof these Shares and the Corporation shall have lapsed.As soon as administratively practicable after the end of the Restriction Period, the Corporationshall deliver to the Employee or his or her personal representative, in book-entry or certificateform, the formerly Restricted Stock that does not bear any restrictive legend making reference tothis Agreement. Such Shares shall be free of restrictions, except for any restrictions requiredunder Federal securities laws.
-2-

 
6. Adjustment in the Event of Change in Stock; Change in Control.          In the event of certain transactions before they vest, the Restricted Stock shall be subjectto adjustment as provided in Section 3(c) of the Plan or any applicable successor provision underthe Plan. In the event of a Change in Control before the Restricted Stock vests, the restrictionsapplicable to the Restricted Stock shall lapse, and such Restricted Stock shall become free of allrestrictions and become fully vested and transferable in full, consistent with Section 9(a)(ii) ofthe Plan.7. Payment of Transfer Taxes, Fees and Other Expenses.          The Corporation agrees to pay any and all original issue taxes and stock transfer taxes thatmay be imposed on the issuance of Shares received by an Employee in connection with the RestrictedStock, together with any and all other fees and expenses necessarily incurred by the Corporation inconnection therewith.8. Other Restrictions.          (a) The Restricted Stock shall be subject to the requirement that, if at any time theCommittee shall determine that (i) the listing, registration or qualification of the Shares subjector related thereto upon any securities exchange or under any state or federal law, or (ii) theconsent or approval of any government regulatory body, or (iii) an agreement by the Employee withrespect to the disposition of Shares is necessary or desirable as a condition of, or in connectionwith, the delivery or purchase of Shares pursuant thereto, then in any such event, the grant ofRestricted Stock shall not be effective unless such listing, registration, qualification, consent,approval or agreement shall have been effected or obtained free of any conditions not acceptable tothe Committee.          (b) The Employee acknowledges that the Employee is subject to the Corporation’s policiesregarding compliance with securities laws, including but not limited to its Insider Trading Policy(as in effect from time to time and any successor policies), and, pursuant to these policies, theEmployee shall be required to obtain pre-clearance prior to purchasing or selling any of theCorporation’s securities, including any Shares issued upon vesting of the Restricted Stock, and maybe prohibited from selling such Shares other than during an open trading window. The Employeefurther acknowledges that, in its discretion, the Corporation may prohibit the Employee fromselling such Shares even during an open trading window if the Corporation has concerns over thepotential for insider trading.9. Taxes and Withholding.          No later than the date as of which an amount first becomes includible in the gross income ofthe Employee for federal, state, local or foreign income or employment or other tax purposes withrespect to any Restricted Stock, the Employee shall pay to the Corporation, or make arrangementssatisfactory to the Corporation regarding the payment of, all federal, state, local and foreigntaxes that are required by applicable laws and regulations to be withheld with respect to suchamount. The obligations of the Corporation under this Agreement shall be conditioned on complianceby the Employee with this Paragraph 9, and the Corporation shall, to the extent permitted by law,have the right to deduct any such taxes from any payment otherwise
-3-

 
due to the Employee, including the delivery of the Restricted Stock that gives rise to thewithholding requirement.10. Notices.          All notices and other communications under this Agreement shall be in writing and shall begiven by hand delivery to the other party or by facsimile, overnight courier, or registered orcertified mail, return receipt requested, postage prepaid, addressed as follows:          If to the Employee:At the most recent address