PIPER JAFFRAY COMPANIES AMENDED AND RESTATED 2003 ANNUAL AND LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENT

EXHIBIT 10.2

PIPER JAFFRAY COMPANIES
AMENDED AND RESTATED
2003 ANNUAL AND LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

     This is a Restricted Stock Agreement (“Agreement”) between Piper Jaffray Companies, a Delaware corporation (the “Company”), and the above-named employee of the Company (the “Employee”).

Recitals

     WHEREAS, the Company maintains the Piper Jaffray Companies Amended and Restated 2003 Annual and Long-Term Incentive Plan, as amended from time to time (the “Plan”);

     WHEREAS, the Board of Directors of the Company has appointed the Compensation Committee (the “Committee”) with the authority to determine the awards to be granted under the Plan; and

     WHEREAS, the Committee or its delegee has determined that the Employee is eligible to receive an award under the Plan in the form of restricted stock and has set the terms thereof;

     NOW, THEREFORE, the Company hereby grants this award to the Employee under the terms set by the Committee as follows.

Terms and Conditions ^*

1. Grant of Restricted Stock .

     (a) Subject to the terms and conditions of this Agreement, the Company has granted to the Employee the number of Shares specified at the beginning of this Agreement. These Shares are subject to the restrictions provided for in this Agreement and are referred to collectively as the “Restricted Shares” and each as a “Restricted Share.”

     (b) The Restricted Shares will be evidenced by a book entry made in the records of the Company’s transfer agent in the name of the Employee (unless the Employee requests a certificate evidencing the Restricted Shares). All restrictions provided for in this Agreement will apply to each Restricted Share and to any other securities distributed with respect to that Restricted Share. Unless otherwise permitted by the Committee in accordance with the terms of the Plan, the Restricted Shares may not (until such Restricted Shares have vested in the Employee in accordance with all terms and conditions of this Agreement) be assigned or transferred other than by will or the laws of descent and distribution and shall not be subject to pledge, hypothecation, execution, attachment or similar process. Each Restricted Share will remain restricted and subject to forfeiture to the Company unless and until that Restricted Share has vested in the Employee in accordance with all of the terms and conditions of this Agreement. Each book entry (or stock certificate if requested by the Employee) evidencing any Restricted Share may contain such notations or legends and stock transfer instructions or limitations as may be determined or authorized by the Company in its sole discretion. If a certificate evidencing any Restricted Share is requested by the Employee, the Company may, in its sole discretion, retain custody of any such certificate throughout the period during which any restrictions are in effect and require, as a condition to issuing any such certificate, that the Employee tender to the Company a stock power duly executed in blank relating to such custody.

      2.  Vesting .

     (a) If the Employee remains continuously employed (including during the continuance of any leave of absence as approved by the Company or an Affiliate) by the Company or an Affiliate, then the Restricted Shares will vest in the numbers and on the dates specified in the Vesting Schedule at the beginning of this Agreement. As used herein:

     (i) “Vesting Date” means the date on which the Committee certifies that the Company has achieved Return on Average Adjusted Shareholders’ Equity greater than or equal to 11.0% as of a particular Measurement Date, expected to be the date of the first regularly scheduled Committee meeting following the Target Achievement Date.

     (ii) “Target Achievement Date” means the first Measurement Date as of which Return on Average Adjusted Shareholders’ Equity is greater than or equal to 11.0% for the prior twelve-month period.

     (iii) “Measurement Date” means the last day of each calendar month, starting with May 31, 2009.

     (iv) “Return on Average Adjusted Shareholders’ Equity” as of any Measurement Date means the quotient obtained by dividing (1) Annual Net Income by (2) Average Adjusted Shareholders’ Equity.

     (v) “Annual Net Income” as of any Measurement Date means the Company’s net income from continuing operations for the twelve-month period then ended, determined in accordance with U.S. GAAP.

     (vi) “Average Adjusted Shareholders’ Equity” as of any Measurement Date means the quotient obtained by dividing (1) the sum of Adjusted Shareholders’ Equity as of the last day of each calendar month for the preceding twelve months by (2) twelve.

     (vii) “Adjusted Shareholders’ Equity” as of the last day of any calendar month means (1) the Company’s total shareholders’ equity as of such date, determined in accordance with U.S. GAAP, minus (2) Spin-off Goodwill as of such date.

     (viii) “Spin-off Goodwill” as of the last day of any calendar month means the portion of the Company’s total shareholders’ equity as of such date that is goodwill attributable to the 1998 acquisition of the Company’s predecessor company, Piper Jaffray Companies Inc., and its subsidiaries by U.S. Bancorp and was allocated to the Company in connection with its spin-off from U.S. Bancorp in 2005, determined in accordance with U.S. GAAP.

     (b) If the Employee’s employment by the Company or an Affiliate terminates because of the Employee’s death or long-term disability (as defined in the Company’s long-term disability plan, a “Disability”), then the unvested Restricted Shares will immediately vest in full.

     (c) If the Employee’s employment by the Company or an Affiliate terminates as a result of a Severance Event (as defined in the Company’s Severance Plan and as determined in the sole discretion of the Company), then the unvested Restricted Shares will, as determined by the Committee and set forth in writing in a severance agreement, continue to vest in the numbers and on the dates specified in the Vesting Schedule at the beginning of this Agreement, so long as the Employee complies with the terms and conditions of the Severance Plan and the applicable severance agreement, including execution of a general release of all claims against the Company and any designated Affiliates and their respective agents, on a form provided by the Company for this purpose and within the timeframe designated by the Company, that becomes effective and enforceable.

     (d) If the Employee’s employment with the Company or an Affiliate terminates for any reason other than due to the Employee’s death, Disability or as a result of a Severance Event (as set forth in paragraphs 2(b)-(c), above), then th