Exhibit 10.7



     TAX INDEMNIFICATION AGREEMENT, dated as of _______ __ , 2004, among
Greenhill & Co., Inc. (the "COMPANY"), Greenhill & Co. Cayman Limited ("SUB"),
the current and former members of Greenhill & Co. Holdings, LLC ("US LLC") and
their respective partners and shareholders listed on Schedule I hereto (together
the "US INDEMNITEES"), and the current and former partners of Greenhill & Co.
International LLP ("UK LLP") listed on Schedule II hereto (the "UK
INDEMNITEES," together with the US Indemnitees, the "INDEMNITEES").

     NOW, THEREFORE, the parties agree as follows:

     1. Definitions.

          (a) "AFFILIATE" means any entity that at any time prior to the date
     hereof was consolidated with the US LLC and/or the UK LLP for financial
     reporting purposes, and any other entity specified by the Company, in its
     sole discretion.

          (b) "COVERED PERIOD" means, with respect to an Indemnitee, any taxable
     year of the Indemnitee for which, as of the date hereof, a taxing authority
     is not precluded by the applicable statute of limitations from assessing a
     liability for Tax with respect to an Indemnifiable Item.

          (c) "INCREASED TAXES" means, with respect to each Indemnitee, an
     amount, determined by the Company in its sole discretion, equal to the
     excess of (i) the excess of Taxes payable by the Indemnitee in respect of
     Indemnifiable Items for all Covered Periods over the Taxes in respect of
     Indemnifiable Items reflected on Returns for all such periods as originally
     filed (or as amended prior to the date hereof) over (ii) the amount of any
     Tax benefits (including deductions, credits or refunds) estimated by the
     Company, in its sole discretion, to be available to such Indemnitee in any
     period as a result of any excess described in clause (i) of this
     definition; provided, however, that, unless otherwise determined by the
     Company, in its sole discretion, any adjustments arising from (I) an
     Indemnitee's individual circumstances and (II) correlative adjustments
     resulting from Returns as originally filed, shall not be taken into account
     in determining Increased Taxes.

          (d) "INDEMNIFIABLE ITEM" means, with respect to an Indemnitee, any
     item of income, gain, loss, deduction, credit or credit recapture directly
     relating to any activity of the US LLC, the UK LLP or any Affiliate
     undertaken in the ordinary course of such entity's trade or business and
     reflected in a Return of the US LLC, UK LLP or Affiliate, but only if the
     item is required to be reflected in a Return of such Indemnitee.




          (e) "RETURN" means any report, information statement, partnership
     account or return relating to, or required to be filed in connection with,
     any Tax.

          (f) "TAX" means any tax, including any interest, penalty or addition
     to tax, imposed by any taxing authority,

          (g) "TAX RATE" means, with respect to US Indemnitees, 40% or such
     other rate as the Company shall determine in its sole discretion as being
     the effective rate at which a plurality of the US Indemnitees will be
     subject to US federal, state and local income tax on the amounts paid by
     the Company pursuant to this Agreement, and with respect to UK Indemnities,
     such Tax Rate as the Company shall in its sole discretion determine, based
     on an estimation of the effective tax rate of such Indemnitees on any
     amount paid by the Company pursuant to this Agreement provided, however,
     that in any event (i) the same Tax Rate shall apply to all US Indemnitees
     and (ii) the same Tax Rate shall apply to all UK Indemnitees.

          (h) "TRIGGER AMOUNT" means with respect to an Indemnitee the amount
     specified by the Company in writing to such Indemnitee.

     2. Indemnity Obligation. (a) The Company, in the case of a US Indemnitee,
or Sub, in the case of a UK Indemnitee, hereby agrees to indemnify each
Indemnitee against and to pay to, or on behalf of, each Indemnitee an amount
equal to such Indemnitee's Increased Taxes.

          (b) If the Company determines, in its sole discretion, that the
     initial determination of Increased Taxes was incorrect (whether by reason
     of a subsequent examination by a Taxing authority or otherwise), the
     Company or Sub, as the case may be, shall make an additional payment to the
     Indemnitee or the Indemnitee shall make a payment to the Company or Sub, as
     the case may be, equal to the difference between (i) the payment previously
     made pursuant to Section 2(a) hereof and (ii) the payment that would have
     been made had such original determination included the correct
     determination of Increased Taxes. If more than one payment is to be made
     pursuant to this Section 2(b), the later payments shall take into account
     the effect of any prior payments.

          (c) After the Company or Sub has made payments (as adjusted pursuant
     to Section 2(b) hereof) to, or on behalf of, an Indemnitee in respect of
     Increased Taxes that equal the Trigger Amount for such Indemnitee, any
     payments made by the Company or Sub pursuant to this Agreement in respect
     of any additional Increased Taxes shall equal the product of (i) such
     additional Increased Taxes and (ii) a fraction, the numerator of which is
     one and the denominator of which is one minus the Tax Rate.



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          (d) Notwithstanding anything to the contrary contained herein, the
     Company or Sub, as the case may be, shall be permitted, but not required,
     to advance the full amount of Taxes immediately payable by an Indemnitee in
     circumstances in which the Increased Taxes are less than the initial Tax
     payment (e.g. because the Tax payment gives rise to a tax benefit in the
     same or subsequent years) provided that the Indemnitee provides an
     undertaking to repay such advance as and when such tax benefit is realized.
     Any such advance shall be in an amount equal to the excess of the initial
     Tax payment over the Increased Taxes for which the Indemnitee is
     indemnified hereunder, or such lesser amount as the Company or Sub shall
     determine in its sole discretion.

     3. Procedural Matters. (a) To the extent permitted by law, any Indemnitee
hereby agrees to permit the Company's internal tax department (or, if the
Company elects, the Company's designee) to prepare such Indemnitee's personal
income tax Returns (including any amended Returns) for all Covered Periods and,
provided such Returns are true and accurate in all material respects, file such
Returns. The Indemnitee shall, if requested by the Company, pay to the Company
the reasonable costs (including allocable internal costs) of preparing such
Returns. Nothing in this Agreement shall require the Company to prepare personal
income tax Returns for any Indemnitee.

          (b) The Company (or its designee) shall, at the Company's expense,
     represent the US LLC, the UK LLP and each Affiliate in any examination of
     (or other proceeding relating to) a Return of the US LLC, UK LLP or
     Affiliate for all taxable years and, in the case of an Indemnitee, in any
     examination of (or other proceeding relating to) the Indemnitee's Returns
     for any Covered Period to the extent the examination relates to an
     Indemnifiable Item with respect to which the Company or Sub is required to
     indemnify the Indemnitee. Each Indemnitee shall, to the extent reasonably
     requested, promptly cooperate with the Company (or its designee) in such
     matters including, without limitation, by providing a duly executed
     Internal Revenue Service Form 2848 (or successor form) or similar form
     applicable for state, local, UK, or other Tax purposes.

          (c) To the extent permitted by law, the Company or Sub, as the case
     may be, may make all payments in respect of Taxes required to be made by
     them pursuant to this Agreement directly to the relevant taxing authority
     on behalf of the Indemnitee within the period prescribed by law. To the
     extent the Company or Sub, as the case may be, does not elect to make such
     Tax payments directly to the taxing authority, the Company or Sub, as the
     case may be, shall either make any required payments to the Indemnitee or
     deliver to the Indemnitee a check made out in the amount of the required
     payments payable to the applicable taxing authority, in either case within
     thirty (30) days of receiving notice that the Indemnitee has paid Increased
     Taxes.



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          (d) To the extent permitted by law, each Indemnitee shall direct the
     relevant taxing authority to pay any refund in respect of Taxes for any
     Covered Period directly to the Company or Sub, as the case may be, and
     these refunds shall be credited against the Indemnitee's obligation to make
     payments to the Company or Sub under Sections 2(b)[, 2(d)] and 3(e) (or the
     gross amount shall be returned to the Indemnitee if the Indemnitee does not
     owe any amounts to the Company or Sub, as the case may be). The Indemnitee
     shall notify the Company or Sub within thirty (30) days of the receipt by
     such Indemnitee of a refund of Taxes in respect of any Indemnifiable Item
     for any Covered Period.

          (e) Any Indemnitee will forfeit any right to receive any payments
     under this Tax Indemnification Agreement (and promptly refund to the
     Company or Sub, as the case may be, any amounts previously paid by the
     Company or Sub, as the case may be, to, or on behalf of, such Indemnitee
     under this Agreement) if such Indemnitee (i) takes any action independent
     of the Tax Matters Partner (as defined in Section 6231(a)(7) of the
     Internal Revenue Code) or the Company on any examination or other
     proceeding in respect of a Return of the US LLC, UK LLP, or any Affiliate,
     (ii) takes any position in any Return or other Tax filing inconsistent with
     the position taken by the US LLC, UK LLP, any Affiliate, or the Company,
     (iii) fails to cooperate fully with the Company or the Tax Matters Partner
     in pursuing any contest or other proceeding in respect of Taxes or fails to
     permit the Company or the Tax Matters Partner to file amended returns on
     behalf of such Indemnitee, if so requested by the Company in accordance
     with Section 3 hereof, (iv) fails to provide the Company or its designee
     upon request with a duly executed Internal Revenue Service Form 2848 (or
     successor form) or similar form applicable for state, local, UK or other
     Tax purposes or (v) fails to notify the Company of the receipt of a refund
     of Taxes as required by Section 3(d) hereof that is material in amount.

          (f) Subject to Section 3(a) hereof, each Indemnitee agrees to promptly
     and timely file Returns which are required to be filed by such Indemnitee
     and which include any Indemnifiable Item, and to timely pay the Taxes shown
     as due on such Returns. To the extent permitted by law, each Indemnitee
     agrees to report any item on such Returns, and to take positions in any
     other Tax filings, in a manner consistent with the positions taken by the
     US LLC, UK LLP, or any Affiliate.

     4. Character of Payment. Any payments made pursuant to this Agreement shall
be treated as adjustments to the consideration received upon the merger of US
LLC into the Company or upon the exchange of UK LLP interests for shares of Sub,
unless a final determination is made by the relevant taxing authority to treat
any such payment otherwise.

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     5. Determinations. The Company shall make all determinations necessary to
administer this Agreement including, without limitation, determinations of (i)
eligibility for payment, (ii) the amount of any payment to be made by the
Company or Sub and (iii) the amount of any refund to be paid to the Company or
Sub by an Indemnitee. Any such determinations by the Company shall, absent
manifest error, be final, binding and conclusive on the Indemnitee.

     6. Arbitration. (a) Without diminishing the finality and conclusive effect
of any determination by the Company of any matter under this Agreement which is
provided herein to be determined by the Company, and subject to the provisions
of paragraphs (b) and (c) below, any dispute, controversy or claim arising out
of or relating to or concerning the provisions of this Agreement shall be
finally settled by arbitration in New York City before, and in accordance with
the rules then obtaining of, the New York Stock Exchange, Inc. (the "NYSE") or,
if the NYSE declines to arbitrate the matter, the American Arbitration
Association (the "AAA") in accordance with the commercial arbitration rules of
the AAA.

          (b) Notwithstanding the provisions of Section 6(a), and in addition to
     its right to submit any dispute or controversy to arbitration, the Company
     may bring an action or special proceeding in a state or federal court of
     competent jurisdiction sitting in the City of New York, whether or not an
     arbitration proceeding has theretofore been or is ever initiated, for the
     purpose of temporarily, preliminarily, or permanently enforcing the
     provisions of this Agreement, or to enforce an arbitration award, and, for
     the purposes of this Section 6(b), each Indemnitee (i) expressly consents
     to the application of Section 6(c) to any such action or proceeding, (ii)
     agrees that proof will 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 and (iii) irrevocably appoints [ ] as
     the Indemnitee's agent for service of process in connection with any such
     action or proceeding, who shall promptly advise the Indemnitee of any such
     service of process.

          (c) (i) THE INDEMNITEE AND THE COMPANY HEREBY IRREVOCABLY SUBMIT TO
     THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE
     CITY OF NEW YORK OVER ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR
     RELATING TO OR CONCERNING THIS AGREEMENT THAT IS NOT OTHERWISE ARBITRATED
     OR RESOLVED ACCORDING TO SECTION 6(a) HEREOF. This includes any suit,
     action or proceeding to compel arbitration or to enforce an arbitration
     award. The Indemnitee and the Company acknowledge that the forum designated
     by this Section 6(c) has a reasonable relation to this Agreement, and to
     the Indemnitee's relationship to the Company. Notwithstanding the
     foregoing, nothing herein shall preclude the Company from bringing any
     action or proceeding in any other court for the purpose of enforcing the
     provisions of this Section 6.



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               (ii) The agreement of the Indemnitee and the Company as to forum
          is independent of the law that may be applied in the action, and the
          Indemnitee and the Company agree to such forum even if the forum may
          under applicable law choose to apply non-forum law. The Indemnitee and
          the Company hereby waive, to the fullest extent permitted by
          applicable law, any objection which the Indemnitee or the Company now
          or hereafter may have to personal jurisdiction or to the laying of
          venue of any such suit, action or proceeding brought in any court
          referred to in Section 6(c)(i). The Indemnitee and the Company
          undertake not to commence any action arising out of or relating to or
          concerning this Agreement in any forum other than a forum described in
          this Section 6(c). The Indemnitee and the Company agree that, to the
          fullest extent permitted by applicable law, a final and non-appealable
          judgment in any such suit, action, or proceeding in any such court
          shall be conclusive and binding upon the Indemnitee and the Company.

     7. Notices. Any notice under this Agreement shall be in writing and shall
be deemed to have been given upon the delivery or mailing thereof, as the case
may be, if delivered personally or sent by certified mail, return receipt
requested, postage prepaid, to the following address:

          Notice to the Company or Sub:

          Greenhill & Co., Inc.
          300 Park Avenue
          23rd Floor
          New York, NY 10022
          Attn:  Chief Financial Officer

          Notice to an Indemnitee:

          At the last address appearing on the Company's business records
          or as provided to the Company pursuant to Section 8 hereof.

     8. Indemnitee Addresses. Each Indemnitee hereby agrees to provide prompt
notice to the Company of any change in the address and telephone and telecopy
numbers of such Indemnitee.

     9. Entire Agreement. This Agreement represents the entire understanding
between the Company, Sub and each Indemnitee with respect to the subject matter
hereof and supersedes all prior negotiations among the parties hereto with
respect to such subject matter.

     10. Company Guarantee. To the extent that Sub has insufficient funds to
make any payment to a UK Indemnitee required to be made hereunder, the



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Company shall, whether through a loan, capital contribution, share subscription
or otherwise, put Sub in a position in which it is able to may such payment.

     11. Amendments. The Company will be permitted to amend this Agreement in
any respect, so long as such amendment does not materially adversely affect the
amount which an Indemnitee is entitled to receive from the Company pursuant to
this Agreement.

     12. Miscellaneous. (a) This Agreement shall inure solely to the benefit of
the Indemnitees and their respective heirs, executors, administrators and
successors, and no other person shall acquire or have any right under or by
virtue of this Agreement.

          (b) This Agreement will be governed by and construed in accordance
     with the laws of the State of New York, without regard to principles of
     conflicts of laws.

          (c) If any provision of this Agreement is finally held to be invalid,
     illegal or unenforceable (whether in whole or in part), such provision
     shall be deemed modified to the extent, but only to the extent, of such
     invalidity, illegality or unenforceability and the remaining provisions
     shall not be affected thereby.

     13. Execution in Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all such
counterparts shall together constitute but one and the same instrument.




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     IN WITNESS WHEREOF, the Company and each Indemnitee have executed this
Agreement as of the day and year first above written.


                                      GREENHILL & CO., INC.

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


                                      GREENHILL & CO. CAYMAN LIMITED

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


                                      GREENHILL FAMILY LIMITED PARTNERSHIP

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


                                      By:
                                         --------------------------------
                                         Sarah B. Wildasin


                                      By:
                                         --------------------------------
                                         Robert F. Greenhill, Jr.


                                      By:
                                         --------------------------------
                                         Mary B. Greenhill




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                                      RIVERSVILLE AIRCRAFT CORPORATION II

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


                                      By:
                                         --------------------------------
                                         Robert F. Greenhill


                                      By:
                                         --------------------------------
                                         Peter C. Krause


                                      By:
                                         --------------------------------
                                         Timothy M. George


                                      By:
                                         --------------------------------
                                         Scott L. Bok


                                      By:
                                         --------------------------------
                                         Robert H. Niehaus


                                      By:
                                         --------------------------------
                                         Michael A. Kramer


                                      By:
                                         --------------------------------
                                         Bradley A. Robins


                                      By:
                                         --------------------------------
                                         Jeffrey F. Buckalew




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                                       By:
                                          --------------------------------
                                          Timothy M. Dwyer


                                       By:
                                          --------------------------------
                                          John Liu


                                       By:
                                          --------------------------------
                                          Harold J. Rodriguez, Jr.


                                       By:
                                          --------------------------------
                                          Gregory Randolph


                                       By:
                                          --------------------------------
                                          Gregory Miller


                                       By:
                                          --------------------------------
                                          Harvey Miller


                                       By:
                                          --------------------------------
                                          Frank Pottow


                                       By:
                                          --------------------------------
                                          Jeffrey Williams


                                       By:
                                          --------------------------------
                                          Simon Borrows


                                       By:
                                          --------------------------------
                                          James Lupton



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                                       By:
                                          --------------------------------
                                          Colin Roy


                                       By:
                                          --------------------------------
                                          David Wyles


                                       By:
                                          --------------------------------
                                          Brian Cassin


                                       By:
                                          --------------------------------
                                          Lord James Blyth of Rowington


                                       By:
                                          --------------------------------
                                          Richard Morse


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                                                                      SCHEDULE I

                                 US INDEMNITEES

Robert F. Greenhill
Greenhill Family Limited Partnership
Sarah B. Wildasin
Robert F. Greenhill, Jr.
Mary B. Greenhill
Riversville Aircraft Corporation II
Peter C. Krause
Timothy M. George
Scott L. Bok
Robert H. Niehaus
Michael A. Kramer
Bradley A. Robins
Jeffrey F. Buckalew
Timothy M. Dwyer
John Liu
Harold J. Rodriguez, Jr.
Gregory Randolph
Gregory Miller
Harvey Miller
Frank Pottow
Jeffrey Williams



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                                                                     SCHEDULE II

                                 UK INDEMNITEES

Simon Borrows
James Lupton
Colin Roy
David Wyles
Brian Cassin
Lord James Blyth of Rowington
Richard Morse



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