Exhibit 10.2

                       FORM OF EMPLOYMENT, NON-COMPETITION
                              AND PLEDGE AGREEMENT

         This Employment, Non-Competition and Pledge Agreement (this
"AGREEMENT") dated as of _____ __, 2004 is entered into by and among [Name of
Managing Director] (the "EXECUTIVE") and Greenhill & Co., Inc., a Delaware
corporation (the "COMPANY").

         WHEREAS, concurrently with the execution and delivery of this
Agreement, the Company is entering into a Reorganization Agreement and Plan of
Merger (as defined below) pursuant to which (i) the Company will have changed
its organizational structure from a limited liability company to a corporation
and (ii) the Executive's membership interests in the predecessor limited
liability company will have been converted to the Executive's right to receive
shares of common stock of the Company, which will materially benefit the
Executive;

         WHEREAS, upon consummation of the transactions contemplated by the
Reorganization Agreement and Plan of Merger, the Company desires to secure the
continued services and employment of the Executive pursuant to the terms
provided for herein; and

         WHEREAS, the Executive acknowledges and agrees that it is essential to
the success of the Company that the Company be protected by non-competition and
related protective restrictive agreements as set forth in this Agreement, which
the Executive acknowledges and agrees are reasonable and which will not
unnecessarily restrict the Executive's professional opportunities should the
Executive's employment with the Company and its affiliates terminate.

         NOW, THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:

         Section 1. Definitions.

         (a) "ADJUSTED COVERED SHARES" shall have the meaning set forth in
Section 13 of this Agreement.

         (b) "BASE SALARY" shall mean the annual rate of salary provided for in
Section 4 of this Agreement, as adjusted from time to time.

         (c) "BOARD" means the Board of Directors of the Company



         (d) "BUSINESS DAY" means a day, other than Saturday, Sunday or other
day on which The New York Stock Exchange or other principal stock exchange or
quotation system on or through which Shares are then traded is closed.

         (e) "CHANGE IN CONTROL" means the consummation of a merger,
consolidation, statutory share exchange or similar form of corporate transaction
involving the Company or the sale or other disposition of all or substantially
all of the assets of the Company to an entity that is not an affiliate or that,
in each case, requires shareholder approval under the laws of the Company's
jurisdiction of organization, unless immediately following such transaction,
either: (i) at least 50% of the total voting power of the surviving entity or
its parent entity, if applicable, is represented by securities of the Company
that were outstanding immediately prior to the transaction (or securities into
which the Company's securities were converted or exchanged in such transaction);
or (ii) at least 50% of the members of the board of directors (including
directors whose election or nomination was approved by the incumbent directors
of the Board) of the company resulting from the transaction were members of the
Board at the time of the Board's approval of the execution of the initial
agreement providing for the transaction.

         (f) "COLLATERAL" shall have the meaning set forth in Section 13 of this
Agreement.

         (g) "COMMON STOCK" shall mean the common stock of the Company.

         (h) "COMPENSATION COMMITTEE" shall mean the Compensation Committee of
the Board, or any successor to such committee, or any other committee of the
Board appointed or designated by the Board, in each case, composed of no fewer
than two directors each of whom is a "non-employee director" within the meaning
of Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and an
"outside director" within the meaning of Section 162(m) of the Internal Revenue
Code of 1986, as amended, and the regulations promulgated thereunder.

         (i) "COMPETITIVE ENTERPRISE" shall have the meaning set forth in
Section 10 of this Agreement.

         (j) "COVERED SHARES" shall mean (A) as of the date hereof, the Original
Covered Shares and (B) as of any other date, the Original Covered Shares or, if
an adjustment shall have been made pursuant to Section 13(b) of this Agreement,
the Adjusted Covered Shares.

         (k) "DEFAULT" shall have the meaning set forth in Section 13 of this
Agreement.

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         (l) "DISABILITY" shall mean the disability of the Executive (i) such
that the Executive is considered disabled under any long term disability plan of
the Company, or otherwise (ii) as determined by the Compensation Committee in
its sole discretion.

         (m) "EFFECTIVE DATE" shall have the meaning set forth in Section 2 of
this Agreement.

         (n) "EMPLOYMENT TERM" shall have the meaning set forth in Section 2 of
this Agreement.

         (o) "EMPLOYMENT TERMINATION DATE" shall have the meaning set forth in
Section 2 of this Agreement.

         (p) "LIQUIDATED DAMAGES AMOUNT" shall mean an amount equal to
$[_____](1).

         (q) "ORIGINAL COVERED SHARES" shall mean a number of Shares owned by
the Executive determined by dividing the Required Amount by [$______][the IPO
per share price].

         (r) "REQUIRED AMOUNT" shall mean $[_____].(2)

         (s) "RESTRICTION PERIOD" shall mean the period beginning on the
Effective Date and ending on the earlier of (i) the Executive's death and (ii)
the fifth anniversary of the Effective Date, provided, however, if the
Employment Termination Date occurs prior to such fifth anniversary date, the
Restriction Period shall end on the date that is (A) [one][two](3) year[s]
following the earlier of the Employment Termination Date and the Company's
acceptance of a Termination of Employment Notice from the Executive, if
applicable, or (B) the Employment Termination Date if the Employment Termination
Date occurs as a result of the Executive's termination of employment by the
Company in connection with the occurrence of a Change in Control. For the
purpose of this definition, "in connection with the occurrence of a Change in
Control" shall mean a termination of the Executive's employment by the Company
without cause

----------

         1 Insert amount applicable to the Executive.

         2 Insert an amount equal to the lesser of (i) the greater of (x) each
MDs pro rata ownership in Greenhill Holdings LLC multiplied by $200 million and
(y) $2 million and (ii) an amount equal to the value of 50% of the Shares owned
by the Executive at the time of the IPO.

         3 Two years following termination of employment for MDs who are members
of the Management Committee as of the Effective Date, one year following
termination of employment for all other MDs. (as

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determined by the Compensation Committee in its sole discretion) within two
years following the occurrence of a Change in Control or a termination of
Executive's employment by the Company without cause (as determined by the
Compensation Committee in its sole discretion) within six months prior to the
occurrence of a Change in Control if the Compensation Committee reasonably
determines in its sole discretion that such termination of employment was at the
behest of the acquiring entity.

         (t) "REORGANIZATION AGREEMENT AND PLAN OF MERGER" shall mean the
Reorganization Agreement and Plan of Merger among the Company, certain of its
affiliates and other persons named therein dated as of even date herewith.

         (u) "REVALUATION DATE" shall mean each of the second, third and fourth
anniversary dates of the Effective Date or, if any such anniversary date is not
a Business Day, the next succeeding Business Day.

         (v) "SECURED OBLIGATIONS" shall mean the Liquidated Damages Amount and
the Executive's obligations pursuant to Section 13(j) of this Agreement.

         (w) "SHARE VALUE" shall mean at any date of determination and for any
Shares, an amount equal to (i) the number of such Shares multiplied by (ii) the
average closing price per Share for the most recent 20 trading days preceding
the determination date, as published by or on The New York Stock Exchange or
other principal stock exchange or quotation system on or through which Shares
are then traded.

         (x) "SHARES" shall mean shares of common stock of the Company.

         (y) "TERMINATION OF EMPLOYMENT NOTICE" shall mean a notice delivered
pursuant to Section 3 of this Agreement.

         (z) "TRANSFER RIGHTS AGREEMENT" shall mean the Transfer Rights
Agreement between the Company and Executive dated as of even date herewith.

         Section 2. Term of Employment. The term of the Executive's employment
hereunder shall commence as of the date first above written (the "EFFECTIVE
DATE") and shall continue until the date (the "EMPLOYMENT TERMINATION DATE") on
which the Executive's employment hereunder is terminated for any reason (such
term, the "EMPLOYMENT TERM").

         Section 3. Notice of Termination. Either party to this Agreement may
terminate the Employment Term upon 90 days' prior written notice to the other
party; provided, however, that such prior written notice shall not be required
in the event of the Executive's termination of employment by reason of the



                                       4


Executive's death or Disability; provided, further, however, that in the case of
a termination of the Employment Term by the Company, such termination of
employment must be approved by the Compensation Committee.

         Section 4. Compensation.

         (a) Base Salary. During the Employment Term, subject to the Executive's
continued employment hereunder, the Executive shall be paid an annualized Base
Salary of US $600,000 (or foreign currency equivalent), payable in semi-monthly
installments. The Executive's Base Salary shall be subject to annual review by
the Company.

         (b) Annual Bonus. During the Employment Term, subject to the
Executive's continued employment hereunder, the Executive may be awarded an
annual bonus in an amount determined in the sole discretion of the Compensation
Committee.

         (c) Long-term Incentive Compensation. During the Employment Term,
subject to the Executive's continued employment hereunder, the Executive shall
be eligible to participate in any equity incentive plan for executives of the
Company as may be in effect from time to time, in accordance with the terms of
any such plan.

         Section 5. Employee Benefit Plans. During the Employment Term, subject
to the Executive's continued employment hereunder, the Executive shall be
eligible to participate in all employee retirement and welfare benefit plans and
programs of the type made available to the Company's employees generally, in
accordance with their terms and as such plans and programs may be in effect from
time to time, including, without limitation, savings, profit-sharing and other
retirement plans or programs, 401(k), medical, dental, flexible spending
account, hospitalization, short-term and long-term disability and life insurance
plans.

         Section 6. No Severance. The Executive shall not be entitled to any
severance payments or benefits upon termination of the Employment Term.

         Section 7. Cooperation. The Executive agrees that upon termination of
the Employment Term for any reason, the Executive shall cooperate with the
Company as reasonably necessary in order to smoothly transition the Executive's
client relationships.

         Section 8. Professional Code Of Conduct. As a condition to the
Executive's continuing employment hereunder, the Executive agrees to comply with
the Company's professional code of conduct as in effect from time to time and
further agrees to execute on an annual basis and at such additional times as the
Company may reasonably request such code as set forth in the Company's



                                       5


"Professional Conduct Manual" or other applicable manual or handbook of the
Company or any of its subsidiaries as in effect from time to time.
Notwithstanding the foregoing, the Executive agrees to execute such code to the
extent the provisions therein are not inconsistent with the provisions of this
Agreement.

         Section 9. Confidential Information. The Executive will not at any time
(whether during or after the Employment Term) disclose or use for the
Executive's own benefit or purposes or the benefit or purposes of any other
person, firm, partnership, joint venture, association, corporation or other
business organization, entity or enterprise other than the Company and any of
its subsidiaries or affiliates, any trade secrets, information, data, or other
confidential or proprietary information relating to customers, development
programs, costs, marketing, trading, investment, sales activities, promotion,
credit and financial data, financing methods, plans, or the business and affairs
of the Company generally, or of any subsidiary or affiliate of the Company,
provided that the foregoing shall not apply to information which is not unique
to the Company or which is generally known to the industry or the public other
than as a result of the Executive's breach of this covenant. The Executive
agrees that upon termination of the Employment Term for any reason, the
Executive or, in the event of the Executive's death, the Executive's heirs or
estate at the request of the Company, will return to the Company immediately all
memoranda, books, papers, plans, information, letters and other data, and all
copies thereof or therefrom, in any way relating to the business of the Company
and its affiliates, except that the Executive (or the Executive's heirs or
estate) may retain personal notes, notebooks and diaries. The Executive further
agrees that the Executive will not retain or use for the Executive's account at
any time any trade names, trademark or other proprietary business designation
used or owned in connection with the business of the Company or its affiliates.

         Section 10. Non-competition.

         (a) The Executive acknowledges and recognizes the highly competitive
nature of the businesses of the Company and its affiliates. The Executive
further acknowledges and agrees that in connection with the transactions
contemplated by the Reorganization Agreement and Plan of Merger, and in the
course of the Executive's subsequent employment with the Company or its
affiliates, the Executive has been and will be provided with access to sensitive
and proprietary information about the clients, prospective clients, knowledge
capital and business practices of the Company or its affiliates, and has been
and will be provided with the opportunity to develop relationships with clients,
prospective clients, consultants, employees, representatives and other agents of
the Company or its affiliates, and the Executive further acknowledges that such
proprietary information and relationships are extremely valuable assets in which
the Company or its affiliates or any of their predecessors have invested and
will


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continue to invest substantial time, effort and expense. Accordingly, the
Executive agrees that during the Restriction Period, the Executive shall not,
directly or indirectly, on the Executive's behalf or on behalf of any other
person, firm, corporation, association or other entity, as an employee or
otherwise, engage in, or in any way be concerned with or negotiate for, or
acquire or maintain any ownership interest in, a Competitive Enterprise. For
purposes of this Agreement, "COMPETITIVE ENTERPRISE" shall mean a business (or
business unit) that (i) engages in any activity or (ii) owns or controls a
significant interest in any entity that engages in any activity, that in either
case, competes anywhere with any activity in which the Company or any of its
subsidiaries is engaged at the time of Executive's termination of employment
under this Agreement. The activities covered by the previous sentence include,
without limitation, investment banking financial advisory services and merchant
banking and related services. Notwithstanding anything to the contrary in this
Section 10, the foregoing provisions of this Section 10 shall not prohibit the
Executive's providing services to an entity having a stand-alone business unit
which unit would, if considered separately for purposes of the definition of
"Competitive Enterprise" hereunder, constitute such a Competitive Enterprise,
provided the Executive is not providing services to such business unit and
provided further that employment in a senior executive capacity of the business
shall be deemed to be employment in the Competitive Enterprise. Further,
notwithstanding anything in this Section 10, the Executive shall not be
construed to be in violation of this Section 10 solely by reason of owning,
directly or indirectly, any stock or other securities of a Competitive
Enterprise (or comparable interest, including a voting or profit participation
interest, in any such Competitive Enterprise) if the Executive's interest does
not exceed 5% of the outstanding capital stock of such Competitive Enterprise
(or comparable interest, including a voting or profit participation interest, in
such Competitive Enterprise).

         (b) The Executive acknowledges that the Company or its affiliates is
engaged in business throughout the United States and in various countries
outside of the United States and that the Company intends to expand the
geographic scope of its activities. Accordingly and in view of the nature of his
position and responsibilities, the Executive agrees that the provisions of this
Section 10 shall be applicable to each state and each foreign country,
possession or territory in which the Company or its affiliates may be engaged in
business during the Employment Term.

         (c) The Executive agrees that in light of the Executive's education,
skills, abilities and financial resources, the Executive will not assert, and it
shall not be relevant nor admissible as evidence in any dispute arising under
this Section 10, that any provisions of this Section 10 prevent the Executive
from earning a living or otherwise are or may be void or held unenforceable. In
applying this Section 10, the wishes or preferences of a client or prospective
client of the Company or its affiliates as to who shall perform its services, or
the fact


                                       7


that the client or prospective client of the Company or its affiliates may also
be a client of a third party with whom the Executive is or becomes associated,
shall neither be relevant nor admissible as evidence in any dispute arising
under this Section 10.

         (d) The Executive shall remain subject to the restrictions of this
Section 10 until the expiration of the Restriction Period.

         Section 11. Nonsolicitation. The Executive agrees that during the
Employment Term and for a 12-month period thereafter, the Executive will not,
directly or indirectly, for himself or on behalf of any third party at any time
in any manner, solicit, entice, persuade, induce, request or otherwise cause any
employee who is at the associate level or above, officer or agent of the Company
or any of its affiliates to apply for, or accept employment with, any
Competitive Enterprise, or to otherwise refrain from rendering services to the
Company or to terminate his or her relationship, contractual or otherwise, with
the Company or any of its affiliates, other than in response to a general
advertisement or public solicitation not directed specifically to employees of
the Company or any of its affiliates.

         Section 12. Remedies Upon Breach and Liquidated Damages.

         (a) Damages. The Executive agrees that if the Executive were to breach
any provision of Section 10 or 11 of this Agreement, the Company would suffer
damages that are difficult to calculate and not readily ascertainable.
Accordingly, in addition to and without limiting any remedies in law or in
equity that may be available to the Company for the breach of Sections 10 or 11
of this Agreement, including, without limitation, injunctive or other equitable
relief, the Executive agrees that in the event of a breach by the Executive of
Section 10 or 11 of this Agreement, the Executive shall pay the Company (or a
designated affiliate) immediately following a determination by the Company of
such breach and a written demand therefor, a cash payment as and for liquidated
damages equal to the Liquidated Damages Amount. The Executive acknowledges and
agrees that the payment required by this Section 12(a) is a reasonable forecast
of the damages likely to result from such breach. The Executive further agrees
that the payment of the Liquidated Damages Amount shall not be construed as a
release or waiver by the Company of the right to prevent the continuation of any
such breach of Section 10 or 11 of this Agreement in equity or otherwise and
shall not preclude or be construed to preclude the Company from making a showing
of irreparable injury or any other element that may be necessary to secure
injunctive relief. The Executive acknowledges, understands and agrees that the
payment obligation set forth in this Section 12(a) is not, and is not intended
to be, a penalty of any kind.

         (b) Injunctive Relief. The Executive acknowledges and agrees that the
Company's remedy at law for any breach of the covenants contained in Sections 10
or 11 of this Agreement would be inadequate and that for any breach of such



                                       8


covenants, the Company shall, in addition to other remedies as may be available
to it at law or in equity, or as provided for in this Agreement, be entitled to
an injunction, restraining order or other equitable relief, without the
necessity of posting a bond, restraining the Executive from committing or
continuing to commit any violation of the covenants. The Executive agrees that
proof shall not be required, that monetary damages for breach of the provisions
of this Agreement would be difficult to calculate and that remedies at law would
be inadequate.

         Section 13. Pledge in Connection With Secured Obligations.

         (a) Pledge. As collateral security for the full and timely payment of
the Secured Obligations if and when payable, the Executive hereby assigns,
pledges and grants a security interest in (i) the Covered Shares, (ii) all
rights and privileges with respect to the Covered Shares, (iii) all income and
profits thereon, (iv) all dividends, payments and other distributions with
respect thereto and (v) all proceeds thereof and substitutions therefor
(collectively, the "COLLATERAL"). The Covered Shares are granted as security
only and shall not subject the Company to, or in any way affect or modify, any
obligation or liability of the Executive with respect to any of the Executive's
Collateral or any transaction in connection therewith.

         (b) Delivery and Maintenance of Collateral. On the Effective Date, the
Executive shall deliver to the Company certificates representing the Original
Covered Shares (together with undated stock powers signed in blank). No later
than the fifth Business Day after each Revaluation Date, the Company shall
determine the Share Value of the Executive's Covered Shares as of such
Revaluation Date and promptly notify the Executive thereof. If the Share Value
of the Covered Shares then subject to this Section 13 exceeds the Required
Amount and no Default shall have occurred and be continuing, the Company shall
release from the pledge hereunder that number of the Covered Shares having a
Share Value equal to the excess of the Share Value of the Covered Shares
therefore subject to this Section 13 over the Required Amount (the Shares not so
released from the pledge the "ADJUSTED COVERED SHARES").

         (c) Certificates. The certificates evidencing the Covered Shares shall
remain in the physical custody of the Company or its designee at all times until
(i) the termination of the Restriction Period or (ii) in the event of the
Executive's breach of Section 11 or 12 of this Agreement, the Executive's
payment in full of the Secured Obligations.

         (d) Remedies of a Secured Party.

                  (i) This Agreement constitutes a security agreement for
         purposes of the Uniform Commercial Code in all relevant jurisdictions.



                                       9


         Upon the nonpayment of the Secured Obligations when due under this
         Agreement (a "DEFAULT"), the Company shall have all the rights and
         remedies of a secured party provided in the Uniform Commercial Code in
         force in New York.

                  (ii) If a Default shall have occurred and be continuing, the
         Company shall have the right to receive and to retain as Collateral
         hereunder all dividends, interest and other payments and distributions
         made upon or with respect to the Collateral, and the Executive shall
         take all such action as the Company may deem necessary or appropriate
         to give effect to such right.

                  (iii) If a Default shall have occurred and be continuing, the
         Company shall have the right to the extent permitted by law, and the
         Executive shall take all such action as may be necessary or appropriate
         to give effect to such right, to vote and to give consents,
         ratifications and waivers, and take any other action with respect to
         any or all of the Covered Shares with the same force and effect as if
         the Company were the absolute and sole owner thereof.

                  (iv) If the Company is required by law to provide notice of a
         proposed sale or other disposition of the Collateral, such notice shall
         be deemed reasonable and proper if given not less than ten days' prior
         to any such sale or other disposition. The Company and the Executive
         agree that such notice constitutes "reasonable notification" within the
         meaning of Section 9-504(3) of the Uniform Commercial Code.

                  (v) If a Default shall have occurred and be continuing, the
         Company shall first exercise its rights with respect to the Collateral
         under this Section 13 before seeking any other remedy at law that may
         be available to the Company. Notwithstanding the preceding sentence,
         the Company shall remain entitled to seek an injunction, restraining
         order or other equitable relief in accordance with Section 12(b) of
         this Agreement at any time a Default shall have occurred and be
         continuing.

         (e) Perfection of Security Interest. The Executive agrees that the
Executive will, at the Company's expense and in such manner and form as the
Company may reasonably require, execute, deliver, file and record any financing
statement, specific assignment or other paper and take any other action that may
be reasonably necessary or desirable, or that the Company may reasonably
request, in order to create, preserve, perfect or validate any security interest
or to enable the Company to exercise and enforce its rights hereunder with
respect to any of the Collateral. To the extent permitted by applicable law, the
Executive hereby authorizes the Company to execute and file, in the name of the
Executive or otherwise, Uniform Commercial Code financing statements (which may
be


                                       10


carbon, photographic, photostatic or other reproductions of this Agreement or of
a financing statement relating to this Agreement) which the Company in its sole
discretion may deem necessary or appropriate to further perfect its security
interest in the Collateral.

         (f) Record Transfer of Covered Shares. If a Default has occurred, the
Company may, in its sole discretion, cause any or all of the Covered Shares to
be transferred of record into the name of the Company or its nominee. The
Executive will promptly give to the Company copies of any notices or other
communications received by him with respect to Shares registered in the name of
the Executive (other than from the Company), and the Company will promptly give
to the Executive copies of any notices and communications received by the
Company with respect to Covered Shares registered in the name of the Company or
its nominee.

         (g) Dividends, etc. With Respect to Collateral. Unless a Default shall
have occurred and be continuing, the Executive shall have the right, from time
to time, to receive and retain all cash dividends, interest and other payments
and distributions made upon or with respect to the Collateral and to vote and to
give consents, ratifications and waivers with respect to the Covered Shares, and
the Company shall deliver to the Executive or as specified in such request such
proxies, powers of attorney, consents, ratifications and waivers in respect of
any of the Covered Shares which is registered in the name of the Company or its
nominee as shall be specified in such request and be in form and substance
satisfactory to the Company.

         (h) Appointment as Attorney-in-Fact. The Executive hereby irrevocably
appoints the Company its true and lawful attorney, with full power of
substitution, in the name of the Executive, the Company or otherwise, for the
sole use and benefit of the Company, to the extent permitted by law to exercise,
at any time and from time to time while a Default has occurred and is
continuing, all or any of the following powers with respect to all or any of the
Collateral:

                  (i) to demand, sue for, collect, receive and give acquittance
         for any and all monies due to become due upon or by virtue thereof,

                  (ii) to settle, compromise, compound, prosecute or defend any
         action or proceeding with respect thereto,

                  (iii) to sell, transfer, assign or otherwise deal in or with
         the same or the proceeds or avails thereof, as fully and effectually as
         if the Company were the absolute owner thereof, and

                  (iv) to extend the time of payment of any or all thereof and
         to make any allowance and other adjustments with reference thereto.

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         (i) Additional Liens on Collateral. The Executive covenants and agrees
that in the event that any of the Collateral shall become subject to any lien or
security interest other than the lien and security interest in favor of the
Company created hereunder, or the lien on and security interest in the
Collateral in favor of the Company created hereunder shall cease to be a first
priority perfected security interest in and lien on any of such Collateral
except pursuant to a release herein contemplated, the Executive will promptly
take whatever reasonable action may be necessary and requested by the Company to
release such other liens or security interests or to restore the Company's lien
on and security interest in the Collateral as a first priority perfected
security interest or lien, as the case may be. The Executive acknowledges that
money damages would not be a sufficient remedy for the breach of the Executive's
covenant in this paragraph and that, in addition to all other remedies that may
be available, the Company shall be entitled to specific performance as a remedy
for any such breach.

         (j) Enforcement Expenses. The Executive agrees that the Executive will
forthwith upon demand pay to the Company the amount of any and all reasonable
out-of-pocket expenses, including the reasonable fees and disbursements of
counsel and of any other experts, which the Company may incur in connection with
(i) the enforcement of this Section 13, including such expenses as are incurred
to preserve the value of the Collateral and the validity, perfection, rank and
value of any security interest, (ii) the collection, sale or other disposition
of any of the Collateral, (iii) the exercise by the Company of any of the rights
conferred upon it under this Section 13 or (iv) any Default; provided that in no
event shall the total amount collected pursuant to this paragraph exceed the
value of the Collateral.

         (k) Termination of Security Interest. Upon the termination of the
Restriction Period or the payment in full of the Secured Obligations, the
security interests created hereby shall terminate and all rights to the
Collateral shall revert to the Executive and the Company shall, at the expense
of the Executive, take all actions which may reasonably be requested by the
Executive to reflect the termination of such security interest.

         Section 14. Enforceability. In the event any of the provisions of
Sections 9, 10, 11, 12, or 13 of this Agreement are determined by a court of
competent jurisdiction to be contrary to any applicable statute, law or rule, or
for any reason to be unenforceable as written, such court may modify any of such
provisions so as to permit enforcement thereof as thus modified.

         Section 15. Termination of Agreement. This Agreement shall terminate
upon the termination of the Employment Term, provided, however, that Sections 7,
9, 10, 11, 12, 13, 14, 18 and 19 of this Agreement, to the extent applicable,
shall survive and remain in effect notwithstanding the termination of the



                                       12


Employment Term or a breach by the Company or the Executive of any other term of
this Agreement.

         Section 16. Entire Agreement. This Agreement and the Transfer Rights
Agreement contain the entire understanding and agreement between the Company and
the Executive concerning the subject matter hereof and supersede all prior
agreements, understandings, discussions, negotiations and undertakings, whether
written or oral, between the Company and the Executive with respect thereto.

         Section 17. Amendment or Waiver. No provision in this Agreement may be
amended unless such amendment is agreed to in writing and signed by the
Executive and an authorized officer of the Company. No waiver by the Company or
by the Executive of any breach by the other party to this Agreement of any
condition or provision contained in this Agreement to be performed by such other
party shall be deemed a waiver of a similar or dissimilar condition or provision
at the same or any prior or subsequent time. Any waiver must be in writing and
signed by the Executive or an authorized officer of the Company, as the case may
be. No failure or delay by the Company or by the Executive in exercising any
right, power or privilege under this Agreement shall operate as a waiver
thereof.

         Section 18. Severability. In the event that any provision or portion of
this Agreement shall be determined to be invalid or unenforceable for any
reason, in whole or in part, the remaining provisions of this Agreement shall be
unaffected thereby and shall remain in full force and effect to the fullest
extent permitted by law so as to achieve the purposes of this Agreement.

         Section 19. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without reference
to principles of conflict of laws.

         Section 20. Notices. All notices and other communications required or
permitted hereunder shall be in writing (including facsimile transmission and,
if an electronic mail ("E-MAIL") address is given below, e-mail transmission, so
long as acknowledgement of receipt of such e-mail is requested and received) and
shall be deemed given,

         if to the Company to:

                  Greenhill & Co., Inc.
                  300 Park Avenue
                  New York, New York 10022
                  Attention: [     ]
                  Fax:  212-389-1700



                                       13


         with a copy to:

                   Davis Polk & Wardwell
                   450 Lexington Avenue
                   New York, New York  10017
                   Attention:
                   Facsimile No.: (212) 450-3800
                   E-mail:

         if to the Executive:

                  [Name of Executive]
                  [address]
                  Attention:
                  Fax:
                  E-mail:


or such other address or facsimile number (or e-mail address) as such party may
hereafter specify for the purpose by notice to the other parties hereto. All
such notices, requests and other communications shall be deemed received on the
date of receipt by the recipient thereof if received prior to 5:00 p.m. in the
place of receipt and such day is a Business Day in the place of receipt.
Otherwise, any such notice, request or communication shall be deemed not to have
been received until the next succeeding Business Day in the place of receipt.

         Section 21. Withholding Taxes. The Company may withhold from any and
all amounts payable under this Agreement such federal, state, local and other
applicable taxes as may be required to be withheld pursuant to any applicable
law or regulation.

         Section 22. Headings. The headings of the sections contained in this
Agreement are for convenience only and shall not be deemed to control or affect
the meaning or construction of any provision of this Agreement.

         Section 23. Counterparts. This Agreement may be executed in two or more
counterparts.









                                       14





         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.

                                   [EXECUTIVE]


                                    ------------------------------




                                    GREENHILL & CO., INC.

                                    By:
                                        ------------------------------------
                                        Name:
                                        Title: