X0202 4/A 2005-02-03 2005-02-07 0 0001282977 GREENHILL & CO INC GHL 0001060254 DANFORTH JOHN C C/O GREENHILL & CO., INC. 300 PARK AVENUE NEW YORK NY 10022 1 0 0 0 Restricted Stock Unit 2005-02-03 4 A 0 1699 0 A Common Stock 1699 1699 D This restricted stock unit award pursuant to the Greenhill & Co., Inc. Equity Incentive Plan vests in full on the first anniversary of the grant date and is subject to payment within 75 days following such vesting date. Each unit represents a right to receive an amount equal to the market value of the Common Stock underlying the award on the first anniversary of the grant date. Payment may be made in cash, shares of Common Stock or a combination thereof. The initial Form 4 filed in connection with this restricted stock unit award incorrectly reported the number of derivative securities and number of shares of Common Stock underlying the derivative securities as 1,656. /s/ Ulrika Ekman, Attorney-in-Fact for John C. Danforth 2006-02-07