Exhibit 10.1


DRAFT

                                     FORM OF
                            TRANSFER RIGHTS AGREEMENT

                                   dated as of

                                  May   , 2004
                                      --

                                     between

                              GREENHILL & CO., INC.

                                       and

                           [NAME OF MANAGING DIRECTOR]



                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

                                    ARTICLE 1
                                   DEFINITIONS

Section 1.01.   Definitions..................................................1

                                    ARTICLE 2
                            RESTRICTIONS ON TRANSFER

Section 2.01.   General Restrictions on Transfer.............................7
Section 2.02.   Legends......................................................7
Section 2.03.   Permitted Transferees........................................8
Section 2.04.   Restrictions on Transfers by Shareholders....................8

                                    ARTICLE 3
                               REGISTRATION RIGHTS

Section 3.01.   Demand Registration..........................................9
Section 3.02.   Piggyback Registration......................................12
Section 3.03.   Lock-Up Agreements..........................................13
Section 3.04.   Registration Procedures.....................................14
Section 3.05.   Indemnification by the Company..............................17
Section 3.06.   Indemnification by Participating Shareholders...............18
Section 3.07.   Conduct of Indemnification Proceedings......................19
Section 3.08.   Contribution................................................20
Section 3.09.   Participation in Public Offering............................21
Section 3.10.   Other Indemnification.......................................21
Section 3.11.   Cooperation by the Company..................................21
Section 3.12.   No Transfer of Registration Rights..........................21
Section 3.13.   Underwritten Offering Committee.............................21

                                    ARTICLE 4
                        CERTAIN COVENANTS AND AGREEMENTS

Section 4.01.   Limitations on Subsequent Registration Rights...............22
Section 4.02.   Conflicting Agreements......................................22

                                    ARTICLE 5
                                  MISCELLANEOUS

Section 5.01.   Binding Effect; Assignability; Benefit......................22
Section 5.02.   Notices.....................................................23


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                                                                            PAGE
                                                                            ----
Section 5.03.   Waiver; Amendment; Termination..............................24
Section 5.04.   Fees and Expenses...........................................24
Section 5.05.   Governing Law...............................................24
Section 5.06.   Jurisdiction................................................24
Section 5.07.   WAIVER OF JURY TRIAL........................................25
Section 5.08.   Specific Enforcement........................................25
Section 5.09.   Counterparts; Effectiveness.................................25
Section 5.10.   Entire Agreement............................................25
Section 5.11.   Captions....................................................25
Section 5.12.   Severability................................................25

Exhibit A       Joinder Agreement


                                       ii



                            TRANSFER RIGHTS AGREEMENT

     AGREEMENT dated as of May __, 2004 between Greenhill & Co., Inc., a
Delaware corporation (the "Company") and [name of Managing Director] (the
"Shareholder"). "Shareholder" shall mean if such entity or person shall have
Transferred any of his "Company Securities" to any of its or his respective
"Permitted Transferees" (as such terms are defined below), such entity or person
and such Permitted Transferees, taken together, and any right, obligation or
action that may be exercised or taken at the election of such entity or person
may be taken at the election of such entity or person and such Permitted
Transferees.

                              W I T N E S S E T H :

     WHEREAS, pursuant to the Reorganization Agreement (as defined below), the
Shareholder will receive shares of common stock of the Company;

     WHEREAS, the parties hereto desire to enter into this Agreement to govern
certain of their rights, duties and obligations after consummation of the
transactions contemplated by the Reorganization Agreement;

     NOW, THEREFORE, in consideration of the covenants and agreements contained
herein and in the Reorganization Agreement, the parties hereto agree as follows:

                                    Article 1
                                   DEFINITIONS

     Section 1.01. Definitions. (a) The following terms, as used herein, have
the following meanings:

     "Affiliate" means, with respect to any Person, any other Person directly or
indirectly controlling, controlled by or under common control with such Person,
provided that no securityholder of the Company shall be deemed an Affiliate of
any other securityholder solely by reason of any investment in the Company. For
the purpose of this definition, the term "control" (including, with correlative
meanings, the terms "controlling", "controlled by" and "under common control
with"), as used with respect to any Person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities,
by contract or otherwise.

     "Anniversary Period" means, at any time, the twelve-month period which
commenced on the preceding anniversary of the Closing Date.



     "Board" means the board of directors of the Company.

     "Business Day" means any day except a Saturday, Sunday or other day on
which commercial banks in New York City are authorized by law to close.

     "Bylaws" means the Bylaws of the Company, as amended from time to time.

     "Change of 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.

     "Charter" means the Amended and Restated Certificate of Incorporation of
the Company, as the same may be amended from time to time.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Closing Date" means May __, 2004.

     "Common Shares" means shares of Common Stock.

     "Common Stock" means the common stock, par value $0.01 per share, of the
Company and any stock into which such Common Stock may thereafter be converted
or changed.

     "Company Securities" means, with respect to the Shareholder (i) the Common
Stock, (ii) securities convertible into or exchangeable for Common Stock, (iii)
any other equity or equity-linked security issued by the Company and (iv)
options, warrants or other rights to acquire Common Stock or any other equity or
equity-linked security issued by the Company and, in each case, beneficially
owned by the Shareholder as of the Closing Date.


                                       2



     "Employment Agreement" means the employment, non-competition and pledge
agreement between the Shareholder and the Company of even date herewith.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Increased Taxes" shall have the meaning ascribed such term in the Tax
Indemnification Agreement.

     "Initial Ownership" means, with respect to the Shareholder or any Other
Shareholder at any time, the fraction, the numerator of which is the number of
Common Shares beneficially owned (as such term is defined in Rule 13d-3 of the
Exchange Act) by such Shareholder as of the Closing Date and the denominator of
which is the number of Common Shares beneficially owned by the Shareholder and
all Other Shareholders who are then Eligible Shareholders.

     "Maximum Share Number" means, with respect to any Anniversary Period, the
aggregate number of Common Shares that the Shareholder and the Other
Shareholders shall be permitted to Transfer in a registered offering. The
Maximum Share Number shall be (A) for the Anniversary Period ending on the first
anniversary of the Closing Date, [insert that number which equals 15% of the
Common Shares issued to the MDs as of the Closing] and (B), for each Anniversary
Period thereafter until the fifth anniversary of the Closing Date, that number
of Common Shares as the Underwritten Offering Committee shall decide in its sole
discretion.

     "NASD" means the National Association of Securities Dealers, Inc.

     "Non-Compete Provisions" means Section 10 of the Employment Agreement.

     "Other Shareholder" means any other shareholder of the Company who is
subject to a transfer rights agreement substantially similar to this Agreement.

     "Permitted Transferee" means a Person to whom Company Securities are
Transferred by will or the laws of descent and distribution.

     "Person" means an individual, corporation, limited liability company,
partnership, association, trust or other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof.

     "Pro Rata Portion" means, with respect to the Shareholder or any Other
Shareholder, that portion of the Maximum Share Number calculated by multiplying
the Maximum Share Number by such Shareholder's Initial Ownership.


                                       3



     "Public Offering" means an underwritten public offering of Registrable
Securities of the Company pursuant to an effective registration statement under
the Securities Act, other than pursuant to a registration statement on Form S-4
or Form S-8 or any similar or successor form.

     "Registrable Securities" means, at any time, any Common Shares and any
securities issued or issuable in respect of such Shares by way of conversion,
exchange, stock dividend, split or combination, recapitalization, merger,
consolidation, other reorganization or otherwise until (i) a registration
statement covering such Shares has been declared effective by the SEC and such
Shares have been disposed of pursuant to such effective registration statement,
(ii) such Shares are sold under circumstances in which all of the applicable
conditions of Rule 144 (or any similar provisions then in force) under the
Securities Act are met or such securities may be sold pursuant to Rule 144(k) or
(iii) such Shares are otherwise Transferred, the Company has delivered a new
certificate or other evidence of ownership for such Shares not bearing the
legend required pursuant to this Agreement and such Shares may be resold without
subsequent registration under the Securities Act.

     "Registration Expenses" means any and all expenses incident to the
performance of or compliance with any registration or marketing of securities,
including all (i) registration and filing fees, and all other fees and expenses
payable in connection with the listing of securities on any securities exchange
or automated interdealer quotation system, (ii) fees and expenses of compliance
with any securities or "blue sky" laws (including reasonable fees and
disbursements of counsel in connection with "blue sky" qualifications of the
securities registered), (iii) expenses in connection with the preparation,
printing, mailing and delivery of any registration statements, prospectuses and
other documents in connection therewith and any amendments or supplements
thereto, (iv) security engraving and printing expenses, (v) internal expenses of
the Company (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), (vi) reasonable
fees and disbursements of counsel for the Company and customary fees and
expenses for independent certified public accountants retained by the Company
(including the expenses relating to any comfort letters or costs associated with
the delivery by independent certified public accountants of any comfort letters
requested pursuant to Section 3.04(h)), (vii) reasonable fees and expenses of
any special experts retained by the Company in connection with such
registration, (viii) reasonable fees, out-of-pocket costs and expenses of the
Shareholders, including one counsel for all of the Shareholders participating in
the offering selected by the Shareholders holding the majority of the
Registrable Securities to be sold for the account of all Shareholders in the
offering, (ix) fees and expenses in connection with any review by the NASD of
the underwriting arrangements or other terms of the offering, and all fees and
expenses of any "qualified independent underwriter," including the fees and
expenses of any counsel thereto, (x) fees and disbursements of


                                       4



underwriters customarily paid by issuers or sellers of securities, but excluding
any underwriting fees, discounts and commissions attributable to the sale of
Registrable Securities, (xi) costs of printing and producing any agreements
among underwriters, underwriting agreements, any "blue sky" or legal investment
memoranda and any selling agreements and other documents in connection with the
offering, sale or delivery of the Registrable Securities, (xii) transfer agents'
and registrars' fees and expenses and the fees and expenses of any other agent
or trustee appointed in connection with such offering, (xiii) expenses relating
to any analyst or investor presentations or any "road shows" undertaken in
connection with the registration, marketing or selling of the Registrable
Securities, (xiv) fees and expenses payable in connection with any ratings of
the Registrable Securities, including expenses relating to any presentations to
rating agencies and (xv) all out-of pocket costs and expenses incurred by the
Company or its appropriate officers in connection with their compliance with
Section 3.04(m).

     "Reorganization Agreement" means the Reorganization Agreement and Plan of
Merger among the Company, certain of its Affiliates and other Persons named
therein dated as of May __, 2004.

     "Restriction Termination Date" means the earlier to occur of (x) the fifth
anniversary of the Closing Date and (y) the death of the Shareholder.

     "RFG Priority" means the right of Robert F. Greenhill to Transfer [_]
Common Shares in the aggregate beneficially owned by him before being subject to
any reduction contemplated by the provisions of Section 3.01(e) or Section
3.02(b) of this Agreement.

     "Rule 144" means Rule 144 and Rule 144A (or any successor provisions) under
the Securities Act.

     "SEC" means the Securities and Exchange Commission.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Shares" means Common Shares.

     "Shortfall" means, in respect of any registration, the difference between
the Maximum Share Number and the number of Common Shares requested to be
included in that registration by the Shareholder and each Other Shareholder who
is an Eligible Shareholder.

     "Subsidiary" means, with respect to any Person, any entity of which
securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors or other persons performing similar functions
are at the time directly or indirectly owned by such Person.


                                       5



     "Tax Indemnification Agreement" means the Tax Indemnification Agreement of
even date herewith among the Company and the other persons named therein.

     "Transfer" means, with respect to any Company Securities, (i) when used as
a verb, to sell, assign, dispose of, exchange, pledge, encumber, hypothecate or
otherwise transfer such Company Securities or any participation or interest
therein, whether directly or indirectly, or agree or commit to do any of the
foregoing and (ii) when used as a noun, a direct or indirect sale, assignment,
disposition, exchange, pledge, encumbrance, hypothecation, or other transfer of
such Company Securities or any participation or interest therein or any
agreement or commitment to do any of the foregoing.

     "Underwritten Offering Committee" means the committee designated by the
Board and to which committee the Board has delegated the power to (i) open a
Window Period and (ii) approve Transfers in accordance with Section 2.04(a)(iv).

     "Window Period" means such period of time, from time to time, commencing on
the Closing Date and ending on the fifth anniversary of the Closing Date, as the
Underwritten Offering Committee shall in its sole discretion determine, when the
Shareholder will be permitted to request Demand Registrations (subject to the
provisions of Article 3).

     (b) Each of the following terms is defined in the Section set forth
opposite such term:

Term                                                                   Section
----                                                                   -------
Company...........................................................     Preamble
Damages...........................................................       3.05
Demand Registration...............................................     3.01(a)
Distribution in Kind..............................................       2.03
Eligible Shareholder..............................................    3.01(a)(v)
Family Member.....................................................   2.04(a)(iv)
Indemnified Party.................................................       3.07
Indemnifying Party................................................       3.07
Inspectors........................................................     3.04(g)
Lock-Up Period....................................................       3.03
Maximum Offering Size.............................................     3.01(e)
Piggyback Registration............................................     3.02(a)
Records...........................................................     3.04(g)
Registering Shareholders..........................................     3.01(a)
Requesting Shareholder............................................     3.01(a)


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                                    Article 2
                            RESTRICTIONS ON TRANSFER

     Section 2.01. General Restrictions on Transfer. (a) The Shareholder
understands and agrees that the Company Securities received by him pursuant to
the Reorganization Agreement have not been registered under the Securities Act
and are restricted securities under such Act and the rules and regulations
promulgated thereunder. The Shareholder agrees that he shall not Transfer any
Company Securities (or solicit any offers in respect of any Transfer of any
Company Securities), except in compliance with the Securities Act, any other
applicable securities or "blue sky" laws, and the terms and conditions of this
Agreement.

     (b) Any attempt to Transfer any Company Securities not in compliance with
this Agreement shall be null and void, and the Company shall not, and shall
cause any transfer agent not to, give any effect in the Company's stock records
to such attempted Transfer.

     Section 2.02. Legends. (a) In addition to any other legend that may be
required under the Reorganization Agreement or otherwise, each certificate for
Company Securities issued to the Shareholder shall bear a legend in
substantially the following form:

          THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
          OF 1933, AS AMENDED, OR ANY FOREIGN OR STATE SECURITIES LAWS
          AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH.
          THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON
          TRANSFER AS SET FORTH IN THE TRANSFER RIGHTS AGREEMENT DATED
          AS OF MAY __, 2004, COPIES OF WHICH MAY BE OBTAINED UPON
          REQUEST FROM GREENHILL & CO., INC. OR ANY SUCCESSOR THERETO.

     (b) If any Company Securities shall cease to be Registrable Securities
under clause (i) or clause (ii) of the definition thereof, the Company, upon the
written request of the holder thereof, shall issue to such holder a new
certificate evidencing such Company Securities without the first sentence of the
legend required by Section 2.02(a) endorsed thereon. If any Company Securities
cease to be subject to any and all restrictions on Transfer set forth in this
Agreement, the Company, upon the request of the written holder thereof, shall
issue to such


                                       7



holder a new certificate evidencing such Company Securities without the second
sentence of the legend required by Section 2.02(a) endorsed thereon.

     Section 2.03. Permitted Transferees. Notwithstanding anything in this
Agreement to the contrary, the Shareholder may at any time Transfer any or all
of his Company Securities to one or more of his Permitted Transferees without
the consent of the Company so long as (a) such Permitted Transferee shall have
agreed in writing to be bound by the terms of this Agreement in the form of
Exhibit A attached hereto, and (b) the Transfer to such Permitted Transferee is
in compliance with the Securities Act and any other applicable securities or
"blue sky" laws.

     Section 2.04. Restrictions on Transfers by Shareholders. (a) Subject to
Section 2.04(b), the Shareholder shall not Transfer any of its Company
Securities, except to one or more of its Permitted Transferees in accordance
with Section 2.03 or as follows:

          (i) in a Public Offering in connection with the exercise of its rights
     under Article 3 subject to the limitations set forth therein,

          (ii) [insert only in agreement for any shareholder who is 65 or older
     at the time this agreement is executed] in a Transfer in compliance with
     Rule 144 made at any time following the second anniversary of the Closing,

          (iii) following the termination of the employment of such Shareholder
     by the Company due to the Shareholder's death or disability, in a Transfer
     in compliance with Rule 144, or

          (iv) subject to the approval of the Underwritten Offering Committee,
     in a Transfer with or without consideration of any kind (A) to a spouse,
     lineal descendant, sibling or parent of the Shareholder (each, a "Family
     Member", (B) a trust that is for the exclusive benefit of the Shareholder
     and or one or more Family Members and/or any institution qualified as tax
     exempt under Section 5.01(c)(3) of the Code ("Charitable Organization") or
     (C) any Charitable Organization (provided, however, that any such
     transferee shall have agreed in writing to be bound by the terms of this
     Agreement in the form of Exhibit A attached hereto, and such Transfer is in
     compliance with the Securities Act and any other applicable securities or
     "blue sky" laws).

     (b) The restrictions on Transfers set forth in Section 2.04(a) shall
terminate on the Restriction Termination Date, provided that the restrictions on
Transfers set forth in Section 2.04(a) shall not terminate with respect to those
Company Securities that shall have been pledged to the Company as security in


                                       8



connection with the Employment Agreement until such time as the Non-Compete
Provisions shall have expired.

                                   ARTICLE 3
                               REGISTRATION RIGHTS

     Section 3.01. Demand Registration. (a) The Company shall give prompt notice
to the Shareholder (so long as the Shareholder is an Eligible Shareholder) of
each Window Period, which notice shall specify the Maximum Share Number. If at
any time during a Window Period or at any time following the fifth anniversary
of the Closing Date, the Company shall receive a request from the Shareholder
(the "Requesting Shareholder") that the Company effect the registration under
the Securities Act of all or any portion of such Requesting Shareholder's
Registrable Securities, and specifying the intended method of disposition
thereof, then the Company shall promptly give notice of such requested
registration (each such request shall be referred to herein as a "Demand
Registration") to the Other Shareholders. The Company shall use its reasonable
best efforts to effect, as expeditiously as possible, subject to the
restrictions in Section 3.01(c), the registration under the Securities Act of
the Registrable Securities for which the Requesting Shareholders have requested
registration under this Section 3.01 and all other Registrable Securities of the
same class as those requested to be registered by the Requesting Shareholders
that any Other Shareholders with rights to request registration under Section
3.02 (all such Other Shareholders, together with the Requesting Shareholders,
the "Registering Shareholders") have requested the Company to register by
request received by the Company within 5 Business Days after such Other
Shareholders receive the Company's notice of the Demand Registration, all to the
extent necessary to permit the disposition (in accordance with the intended
methods thereof as aforesaid) of the Registrable Securities so to be registered,
provided that,

          (i) subject to Section 3.01(d), the Company shall not be obligated to
     effect more than two Demand Registrations in any twelve-month period,

          (ii) the Company shall not be obligated to effect a Demand
     Registration unless the aggregate number of shares of the Registrable
     Securities requested to be included in such Demand Registration equals or
     exceeds 5% of the Common Shares outstanding at the time the request for the
     Demand Registration is made,

          (iii) the Company shall not be obligated to include in such
     registration a number of Registrable Securities of the Shareholder which
     exceeds such Shareholder's Pro Rata Portion (unless any Other Shareholder
     who is an Eligible Shareholder shall choose not to participate


                                       9



     in such registration up to the full amount of such Other Shareholder's Pro
     Rata Portion, in which case each Registering Shareholder may choose to
     increase the number of Registrable Securities to be included in such
     registration by his Pro Rata Portion of the Shortfall subject to the
     provisions of Section 3.01(e)).

          (iv) the Company shall not be required to effect the registration of
     Registrable Securities in excess of the Maximum Share Number (the
     limitations in clauses (ii), (iii) and (iv), collectively, the "Public
     Offering Limitations"),

          (v) in no event shall the Company be required to effect a Demand
     Registration from any Requesting Shareholder unless such Requesting
     Shareholder at the time the request is made (w) continues to provide
     services to the Company or a Subsidiary, or (x) has suffered a termination
     of employment by the Company or a Subsidiary resulting from a disability,
     or (y) is a Permitted Transferee, or (z) has retired from the Company at
     the age of 65 or older having completed not less than two years of
     employment by the Company of a Subsidiary following the Closing Date (a
     Shareholder who fulfills the criteria in clauses (w)-(z) of this Section
     3.01(a)(v), an "Eligible Shareholder").

     (b) Promptly after the expiration of the 5-Business Day-period referred to
in Section 3.01(a), the Company will notify all Registering Shareholders of the
identities of the other Registering Shareholders and the number of shares of
Registrable Securities requested to be included therein. At any time prior to
the effective date of the registration statement relating to such registration,
the Requesting Shareholder may revoke such request, without liability to any of
the other Registering Shareholders, by providing a notice to the Company
revoking such request. A request, so revoked, shall be considered to be a Demand
Registration unless (i) such revocation arose out of the fault of the Company
(in which case the Company shall be obligated to pay all Registration Expenses
in connection with such revoked request), or (ii) the Requesting Shareholder
reimburses the Company for all Registration Expenses of such revoked request.

     (c) The Company shall be liable for and pay all Registration Expenses in
connection with any Demand Registration, regardless of whether such Registration
is effected, except as set forth in Section 3.01(b).

     (d) A Demand Registration shall not be deemed to have occurred:

          (i) unless the registration statement relating thereto (A) has become
     effective under the Securities Act and (B) has remained effective for a
     period of at least 180 days (or such shorter period in which all
     Registrable Securities of the Registering Shareholders included in such


                                       10



     registration have actually been sold thereunder), provided that such
     registration statement shall not be considered a Demand Registration if,
     after such registration statement becomes effective, (1) such registration
     statement is interfered with by any stop order, injunction or other order
     or requirement of the SEC or other governmental agency or court and (2)
     less than 75% of the Registrable Securities included in such registration
     statement have been sold thereunder; or

          (ii) if the Maximum Offering Size is reduced in accordance with
     Section 3.01(e) such that less than 66 2/3% of the Registrable Securities
     of the Registering Shareholders sought to be included in such registration
     are included.

     (e) If a Demand Registration involves an underwritten Public Offering and
the managing underwriter advises the Company and the Registering Shareholders
that, in its view, the number of shares of Registrable Securities requested to
be included in such registration (including any securities that the Company
proposes to be included that are not Registrable Securities) exceeds the largest
number of shares that can be sold without having an adverse effect on such
offering, including the price at which such shares can be sold (the "Maximum
Offering Size"), the Company shall include in such registration, in the priority
listed below, up to the Maximum Offering Size:

          (i) first, all Registrable Securities requested to be registered by
     the Registering Shareholders who are Eligible Shareholders (allocated, if
     necessary for the offering not to exceed the Maximum Offering Size, pro
     rata among such Registering Shareholders on the basis of the relative
     number of Registrable Securities so requested to be included in such
     registration by each such Registering Shareholder),

          (ii) any securities proposed to be registered by the Company or any
     securities proposed to be registered for the account of any other Persons
     (other than Other Shareholders), with such priorities among them as the
     Company shall determine,

     in each case, subject to the RFG Priority and provided, that, in the event
     any Shareholder or Other Shareholder shall have incurred any Increased
     Taxes which are subject to an indemnification obligation of the Company
     under the Tax Indemnification Agreement, then the Underwritten Offering
     Committee may alter the priorities set forth in Section 3.01(e)(i) so as to
     permit such Shareholder and/or Other Shareholders to include a relatively
     larger number of Registrable Securities.

     (f) Upon notice to each Requesting Shareholder, the Company may postpone
effecting a registration pursuant to this Section 3.01 on one occasion


                                       11



during any period of six consecutive months for a reasonable time specified in
the notice but not exceeding 90 days (which period may not be extended or
renewed), if (i) an investment banking firm of recognized national standing
shall advise the Company and the Requesting Shareholders in writing that
effecting the registration would materially and adversely affect an offering of
securities of such Company the preparation of which had then been commenced or
(ii) the Company is in possession of material non-public information the
disclosure of which during the period specified in such notice the Company
reasonably believes would not be in the best interests of the Company.

     Section 3.02. Piggyback Registration. (a) If the Company proposes to
register any of the equity securities issued by it under the Securities Act
(other than a registration on Form S-8 or S-4, or any successor forms, relating
to Common Shares issuable upon exercise of employee stock options or in
connection with any employee benefit or similar plan of the Company or in
connection with a direct or indirect acquisition by the Company of another
Person), whether or not for sale for its own account, the Company shall each
such time give prompt notice at least 15 Business Days prior to the anticipated
filing date of the registration statement relating to such registration to the
Shareholder (so long as the Shareholder is then an Eligible Shareholder), which
notice shall set forth such Shareholder's rights under this Section 3.02 and
shall offer such Shareholder the opportunity to include in such registration
statement the number of Registrable Securities of the same class or series as
those proposed to be registered as such Shareholder may request (a "Piggyback
Registration"), subject to the provisions of Section 3.02(b) and the Public
Offering Limitations. Upon the request of such Shareholder (if such Shareholder
is then an Eligible Shareholder) made within 5 Business Days after the receipt
of notice from the Company (which request shall specify the number of
Registrable Securities intended to be registered by such Shareholder), the
Company shall use its reasonable best efforts to effect the registration under
the Securities Act of all Registrable Securities that the Company has been so
requested to register by all such other Shareholders, to the extent necessary to
permit the disposition of the Registrable Securities so to be registered,
provided that (i) if such registration involves an underwritten Public Offering,
all such Shareholders requesting to be included in the Company's registration
must sell their Registrable Securities to the underwriters selected by the
Company in on the same terms and conditions as apply to the Company or the
Requesting Shareholders, as applicable, and (ii) if, at any time after giving
notice of its intention to register any Company Securities pursuant to this
Section 3.02(a) and prior to the effective date of the registration statement
filed in connection with such registration, the Company shall determine for any
reason not to register such securities, the Company shall give notice to all
such Shareholders and, thereupon, shall be relieved of its obligation to
register any Registrable Securities in connection with such registration. No
registration effected under this Section 3.02 shall relieve the Company of its
obligations to


                                       12



effect a Demand Registration to the extent required by Section 3.01. The Company
shall pay all Registration Expenses in connection with each Piggyback
Registration.

     (b) If a Piggyback Registration involves an underwritten Public Offering
(other than any Demand Registration, in which case the provisions with respect
to priority of inclusion in such offering set forth in Section 3.01(e) shall
apply) and the managing underwriter advises the Company that, in its view, the
number of Shares that the Company and such Shareholders intend to include in
such registration exceeds the Maximum Offering Size, the Company shall include
in such registration, in the following priority, up to the Maximum Offering
Size:

          (i) first, so much of the Company Securities proposed to be registered
     for the account of the Company as would not cause the offering to exceed
     the Maximum Offering Size, and

          (ii) second, all Registrable Securities requested to be included in
     such registration by any Shareholders who are Eligible Shareholders
     pursuant to Section 3.02 (allocated, if necessary for the offering not to
     exceed the Maximum Offering Size, pro rata among such Shareholders on the
     basis of the relative number of shares of Registrable Securities so
     requested to be included in such registration by each), and

          (iii) third, any securities proposed to be registered for the account
     of any other Persons with such priorities among them as the Company shall
     determine,

     in each case, subject to the RFG Priority and provided, that, in the event
     any Shareholder or Other Shareholder shall have incurred any Increased
     Taxes which are subject to an indemnification obligation of the Company
     under the Tax Indemnification Agreement, then the Underwriters Offering
     Committee may alter the priorities set forth in this Section 3.02(b) so as
     to permit such Shareholder and/or Other Shareholders to include a
     relatively larger number of Registrable Securities.

     Section 3.03. Lock-Up Agreements. If any registration of Registrable
Securities shall be effected in connection with a Public Offering, neither the
Company nor the Shareholder shall effect any public sale or distribution,
including any sale pursuant to Rule 144, of any Company Securities or other
security of the Company (except as part of such Public Offering) during the
period beginning 14 days prior to the effective date of the applicable
registration statement until the earlier of (i) such time as the Company and the
lead managing underwriter shall agree and (ii) 180 days (such period, the
"Lock-Up Period" for the applicable registration statement).


                                       13



     Section 3.04. Registration Procedures. Whenever a Shareholder request that
any Registrable Securities be registered pursuant to Section 3.01 or 3.02,
subject to the provisions of such Sections, the Company shall use its reasonable
best efforts to effect the registration and the sale of such Registrable
Securities in accordance with the intended method of disposition thereof as
quickly as practicable, and, in connection with any such request:

     (a) The Company shall as expeditiously as possible prepare and file with
the SEC a registration statement on any form for which the Company then
qualifies or that counsel for the Company shall deem appropriate and which form
shall be available for the sale of the Registrable Securities to be registered
thereunder in accordance with the intended method of distribution thereof, and
use its reasonable best efforts to cause such filed registration statement to
become and remain effective for a period of not less than 180 days, or in the
case of a shelf registration statement, one year (or such shorter period in
which all of the Registrable Securities of the Registering Shareholders included
in such registration statement shall have actually been sold thereunder).

     (b) Prior to filing a registration statement or prospectus or any amendment
or supplement thereto, the Company shall, if requested, furnish to each
participating Shareholder and each underwriter, if any, of the Registrable
Securities covered by such registration statement copies of such registration
statement as proposed to be filed, and thereafter the Company shall furnish to
such Shareholder and underwriter, if any, such number of copies of such
registration statement, each amendment and supplement thereto (in each case
including all exhibits thereto and documents incorporated by reference therein),
the prospectus included in such registration statement (including each
preliminary prospectus and any summary prospectus) and any other prospectus
filed under Rule 424 or Rule 430A under the Securities Act and such other
documents as such Shareholder or underwriter may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by such
Shareholder. The Shareholder shall have the right to request that the Company
modify any information contained in such registration statement, amendment and
supplement thereto pertaining to such Shareholder and the Company shall use its
all reasonable best efforts to comply with such request, provided, however, that
the Company shall not have any obligation so to modify any information if the
Company reasonably expects that so doing would cause the prospectus to contain
an untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading.

     (c) After the filing of the registration statement, the Company shall (i)
cause the related prospectus to be supplemented by any required prospectus
supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the
Securities Act, (ii) comply with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities covered by such
registration


                                       14



statement during the applicable period in accordance with the intended methods
of disposition by the Registering Shareholders thereof set forth in such
registration statement or supplement to such prospectus and (iii) promptly
notify each Registering Shareholder holding Registrable Securities covered by
such registration statement of any stop order issued or threatened by the SEC or
any state securities commission and take all reasonable actions required to
prevent the entry of such stop order or to remove it if entered.

     (d) The Company shall use its reasonable best efforts to (i) register or
qualify the Registrable Securities covered by such registration statement under
such other securities or "blue sky" laws of such jurisdictions in the United
States as any Registering Shareholder holding such Registrable Securities
reasonably (in light of such Shareholder's intended plan of distribution)
requests and (ii) cause such Registrable Securities to be registered with or
approved by such other governmental agencies or authorities as may be necessary
by virtue of the business and operations of the Company and do any and all other
acts and things that may be reasonably necessary or advisable to enable such
Shareholder to consummate the disposition of the Registrable Securities owned by
such Shareholder, provided that the Company shall not be required to (A) qualify
generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this Section 3.04(d), (B) subject itself to taxation
in any such jurisdiction or (C) consent to general service of process in any
such jurisdiction.

     (e) The Company shall immediately notify each Registering Shareholder
holding such Registrable Securities covered by such registration statement, at
any time when a prospectus relating thereto is required to be delivered under
the Securities Act, of the occurrence of an event requiring the preparation of a
supplement or amendment to such prospectus so that, as thereafter delivered to
the purchasers of such Registrable Securities, such prospectus will not contain
an untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading and promptly prepare and make available to each such Shareholder and
file with the SEC any such supplement or amendment.

     (f) The Company shall select an underwriter or underwriters in connection
with any Public Offering. In connection with any Public Offering, the Company
shall enter into customary agreements (including an underwriting agreement in
customary form) and take such all other actions as are reasonably required in
order to expedite or facilitate the disposition of such Registrable Securities
in any such Public Offering, including the engagement of a "qualified
independent underwriter" in connection with the qualification of the
underwriting arrangements with the NASD.


                                       15



     (g) Upon execution of confidentiality agreements in form and substance
reasonably satisfactory to the Company, the Company shall make available for
inspection by any Registering Shareholder and any underwriter participating in
any disposition pursuant to a registration statement being filed by the Company
pursuant to this Section 3.04 and any attorney, accountant or other professional
retained by any such Shareholder or underwriter (collectively, the
"Inspectors"), all financial and other records, pertinent corporate documents
and properties of the Company (collectively, the "Records") as shall be
reasonably necessary or desirable to enable them to exercise their due diligence
responsibility, and cause the Company's officers, directors and employees to
supply all information reasonably requested by any Inspectors in connection with
such registration statement. Records that the Company determines, in good faith,
to be confidential and that it notifies the Inspectors are confidential shall
not be disclosed by the Inspectors unless (i) the disclosure of such Records is
necessary to avoid or correct a misstatement or omission in such registration
statement or (ii) the release of such Records is ordered pursuant to a subpoena
or other order from a court of competent jurisdiction. The Shareholder agrees
that information obtained by it as a result of such inspections shall be deemed
confidential and shall not be used by it or its Affiliates as the basis for any
market transactions in the Company Securities unless and until such information
is made generally available to the public. The Shareholder further agrees that,
upon learning that disclosure of such Records is sought in a court of competent
jurisdiction, it shall give notice to the Company and allow the Company, at its
expense, to undertake appropriate action to prevent disclosure of the Records
deemed confidential.

     (h) The Company shall furnish to each Registering Shareholder and to each
such underwriter, if any, a signed counterpart, addressed to such Shareholder or
underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a
comfort letter or comfort letters from the Company's independent public
accountants, each in customary form and covering such matters of the kind
customarily covered by opinions or comfort letters, as the case may be, as a
majority of the Registering Shareholders therefor reasonably requests.

     (i) The Company shall otherwise use its reasonable best efforts to comply
with all applicable rules and regulations of the SEC, and make available to its
security holders, as soon as reasonably practicable, an earnings statement or
such other document shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder.

     (j) The Company may require each such Registering Shareholder promptly to
furnish in writing to the Company such information regarding the distribution of
the Registrable Securities as the Company may from time to time reasonably
request and such other information as may be legally required in connection with
such registration.


                                       16



     (k) The Shareholder agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 3.04(e),
such Shareholder shall forthwith discontinue disposition of Registrable
Securities pursuant to the registration statement covering such Registrable
Securities until such Shareholder's receipt of the copies of the supplemented or
amended prospectus contemplated by Section 3.04(e), and, if so directed by the
Company, such Shareholder shall deliver to the Company all copies, other than
any permanent file copies then in such Shareholder's possession, of the most
recent prospectus covering such Registrable Securities at the time of receipt of
such notice. If the Company shall give such notice, the Company shall extend the
period during which such registration statement shall be maintained effective
(including the period referred to in Section 3.04(a)) by the number of days
during the period from and including the date of the giving of notice pursuant
to Section 3.04(e) to the date when the Company shall make available to such
Shareholder a prospectus supplemented or amended to conform with the
requirements of Section 3.04(e).

     (l) The Company shall use its reasonable best efforts to list all
Registrable Securities covered by such registration statement on any securities
exchange or quotation system on which any of the Registrable Securities are then
listed or traded.

     (m) The Company shall have appropriate officers of the Company (i) prepare
and make presentations at any "road shows" and before analysts and rating
agencies, as the case may be, (ii) take other actions to obtain ratings for any
Registrable Securities and (iii) otherwise use their reasonable best efforts to
cooperate as reasonably requested by the underwriters in the offering, marketing
or selling of the Registrable Securities.

     Section 3.05 . Indemnification by the Company. The Company agrees to
indemnify and hold harmless the Registering Shareholder holding Registrable
Securities covered by a registration statement, its officers, directors,
employees, partners and agents, and each Person, if any, who controls such
Shareholder within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act from and against any and all losses, claims, damages,
liabilities and expenses (including reasonable expenses of investigation and
reasonable attorneys' fees and expenses) ("Damages") caused by or relating to
any untrue statement or alleged untrue statement of a material fact contained in
any registration statement or prospectus relating to the Registrable Securities
(as amended or supplemented if the Company shall have furnished any amendments
or supplements thereto) or any preliminary prospectus, or caused by or relating
to any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
except insofar as such Damages are caused by or related to any such untrue
statement or omission or alleged untrue statement or omission so made based upon
information


                                       17



furnished in writing to the Company by such Shareholder or on such Shareholder's
behalf expressly for use therein, provided that, with respect to any untrue
statement or omission or alleged untrue statement or omission made in any
preliminary prospectus, or in any prospectus, as the case may be, the indemnity
agreement contained in this paragraph shall not apply to the extent that any
Damages result from the fact that a current copy of the prospectus (or such
amended or supplemented prospectus, as the case may be) was not sent or given to
the Person asserting any such Damages at or prior to the written confirmation of
the sale of the Registrable Securities concerned to such Person if it is
determined that the Company has provided such prospectus to such Shareholder and
it was the responsibility of such Shareholder to provide such Person with a
current copy of the prospectus (or such amended or supplemented prospectus, as
the case may be) and such current copy of the prospectus (or such amended or
supplemented prospectus, as the case may be) would have cured the defect giving
rise to such Damages. The Company also agrees to indemnify any underwriters of
the Registrable Securities, their officers and directors and each Person who
controls such underwriters within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act on substantially the same basis as that of
the indemnification of the Shareholders provided in this Section 3.05.

     Section 3.06. Indemnification by Participating Shareholders. The
Shareholder if holding Registrable Securities included in any registration
statement agrees to indemnify and hold harmless the Company, its officers,
directors and agents and each Person, if any, who controls the Company within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act to the same extent as the foregoing indemnity from the Company to
such Shareholder, but only (i) with respect to information furnished in writing
by such Shareholder or on such Shareholder's behalf expressly for use in any
registration statement or prospectus relating to the Registrable Securities, or
any amendment or supplement thereto, or any preliminary prospectus or (ii) to
the extent that any Damages result from the fact that a current copy of the
prospectus (or such amended or supplemented prospectus, as the case may be) was
not sent or given to the Person asserting any such Damages at or prior to the
written confirmation of the sale of the Registrable Securities concerned to such
Person if it is determined that it was the responsibility of such Shareholder to
provide such Person with a current copy of the prospectus (or such amended or
supplemented prospectus, as the case may be) and such current copy of the
prospectus (or such amended or supplemented prospectus, as the case may be)
would have cured the defect giving rise to such loss, claim, damage, liability
or expense. The Shareholder also agrees to indemnify and hold harmless
underwriters of the Registrable Securities, their officers and directors and
each Person who controls such underwriters within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange Act on substantially the
same basis as that of the indemnification of the Company provided in this
Section 3.06. As a condition to


                                       18



including Registrable Securities in any registration statement filed in
accordance with Article 3, the Company may require that it shall have received
an undertaking reasonably satisfactory to it from any underwriter to indemnify
and hold it harmless to the extent customarily provided by underwriters with
respect to similar securities. No Registering Shareholder shall be liable under
this Section 3.06 for any Damages in excess of the net proceeds realized by such
Shareholder in the sale of Registrable Securities of such Shareholder to which
such Damages relate.

     Section 3.07. Conduct of Indemnification Proceedings. If any proceeding
(including any governmental investigation) shall be instituted involving any
Person in respect of which indemnity may be sought pursuant to this Article 3,
such Person (an "Indemnified Party") shall promptly notify the Person against
whom such indemnity may be sought (the "Indemnifying Party") in writing and the
Indemnifying Party shall assume the defense thereof, including the employment of
counsel reasonably satisfactory to such Indemnified Party, and shall assume the
payment of all fees and expenses, provided that the failure of any Indemnified
Party so to notify the Indemnifying Party shall not relieve the Indemnifying
Party of its obligations hereunder except to the extent that the Indemnifying
Party is materially prejudiced by such failure to notify. In any such
proceeding, any Indemnified Party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Party unless (i) the Indemnifying Party and the Indemnified
Party shall have mutually agreed to the retention of such counsel or (ii) in the
reasonable judgment of such Indemnified Party representation of both parties by
the same counsel would be inappropriate due to actual or potential differing
interests between them. It is understood that, in connection with any proceeding
or related proceedings in the same jurisdiction, the Indemnifying Party shall
not be liable for the reasonable fees and expenses of more than one separate
firm of attorneys (in addition to any local counsel) at any time for all such
Indemnified Parties, and that all such fees and expenses shall be reimbursed as
they are incurred. In the case of any such separate firm for the Indemnified
Parties, such firm shall be designated in writing by the Indemnified Parties.
The Indemnifying Party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent, or if
there be a final judgment for the plaintiff, the Indemnifying Party shall
indemnify and hold harmless such Indemnified Parties from and against any loss
or liability (to the extent stated above) by reason of such settlement or
judgment. Without the prior written consent of the Indemnified Party, no
Indemnifying Party shall effect any settlement of any pending or threatened
proceeding in respect of which any Indemnified Party is or could have been a
party and indemnity could have been sought hereunder by such Indemnified Party,
unless such settlement includes an unconditional release of such Indemnified
Party from all liability arising out of such proceeding.


                                       19



     Section 3.08. Contribution. If the indemnification provided for in this
Article 3 is unavailable to the Indemnified Parties in respect of any Damages,
then each such Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party
as a result of such Damages (i) as between the Company and the Registering
Shareholder holding Registrable Securities covered by a registration statement
on the one hand and the underwriters on the other, in such proportion as is
appropriate to reflect the relative benefits received by the Company and such
Shareholder on the one hand and the underwriters on the other, from the offering
of the Registrable Securities, or if such allocation is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits but also the relative fault of the Company and such
Shareholder on the one hand and of such underwriters on the other in connection
with the statements or omissions that resulted in such Damages, as well as any
other relevant equitable considerations and (ii) as between the Company on the
one hand and such Shareholder on the other, in such proportion as is appropriate
to reflect the relative fault of the Company and of such Shareholder in
connection with such statements or omissions, as well as any other relevant
equitable considerations. The relative benefits received by the Company and such
Shareholder on the one hand and such underwriters on the other shall be deemed
to be in the same proportion as the total proceeds from the offering (net of
underwriting discounts and commissions but before deducting expenses) received
by the Company and such Shareholder bear to the total underwriting discounts and
commissions received by such underwriters, in each case as set forth in the
table on the cover page of the prospectus. The relative fault of the Company and
such Shareholder on the one hand and of such underwriters on the other shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company and such
Shareholder or by such underwriters. The relative fault of the Company on the
one hand and of such Shareholder on the other shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by such party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

     The Company and the Shareholder agree that it would not be just and
equitable if contribution pursuant to this Section 3.08 were determined by pro
rata allocation (even if the underwriters were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an Indemnified Party as a result of the Damages
referred to in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by


                                       20



such Indemnified Party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 3.08, no
underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Registrable Securities underwritten by it
and distributed to the public were offered to the public exceeds the amount of
any Damages that such underwriter has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission, and
no Registering Shareholder shall be required to contribute any amount in excess
of the amount by which the total price at which the Registrable Securities of
such Shareholder were offered to the public (less underwriters' discounts and
commissions) exceeds the amount of any Damages that such Shareholder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.

     Section 3.09. Participation in Public Offering. No Person may participate
in any Public Offering hereunder unless such Person (a) agrees to sell such
Person's securities on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements and the provisions of this Agreement in
respect of registration rights.

     Section 3.10. Other Indemnification. Indemnification similar to that
specified herein (with appropriate modifications) shall be given by the Company
and the Registering Shareholder participating therein with respect to any
required registration or other qualification of securities under any federal or
state law or regulation or governmental authority other than the Securities Act.

     Section 3.11. Cooperation by the Company. If the Shareholder shall transfer
any Registrable Securities pursuant to Rule 144, the Company shall cooperate, to
the extent commercially reasonable, with the Shareholder and shall provide to
the Shareholder such information as the Shareholder shall reasonably request.

     Section 3.12. No Transfer of Registration Rights. None of the rights of the
Shareholder under this Article 3 shall be assignable by any Shareholder to any
Person acquiring Securities in any Public Offering or pursuant to Rule 144.

     Section 3.13. Underwritten Offering Committee. The Shareholder acknowledges
that the Board has the power, at any time, to alter the composition, mandate and
authority of the Underwritten Offering Committee. The Shareholder


                                       21



has been informed by the Company that the Underwritten Offering Committee (i)
shall initially consist of Robert F. Greenhill, who will chair the committee,
Scott L. Bok and Simon A. Borrows, and (ii) may act with the approval either of
(x) Mr. Greenhill, individually, or (y) Messrs. Bok and Borrows, jointly.

                                   ARTICLE 4
                        CERTAIN COVENANTS AND AGREEMENTS

     Section 4.01. Limitations on Subsequent Registration Rights. The Company
agrees that it shall not enter into any agreement with any holder or prospective
holder of any securities of the Company (or amend any such agreement) or amend
any other transfer rights agreement entered into concurrently herewith (a) that
would allow such holder or prospective holder to include such securities in any
Demand Registration or Piggyback Registration unless, under the terms of such
agreement, such holder or prospective holder may include such securities in any
such registration only to the extent that their inclusion would not reduce the
amount of the Registrable Securities of the Shareholder included therein or (b)
on terms otherwise more favorable than this Agreement. The Company also
represents and warrants to the Shareholder that it has not previously entered
into any agreement with respect to any of its securities granting any
registration rights to any Person.

     Section 4.02. Conflicting Agreements. Each of the Company and the
Shareholder represents and agrees that it shall not (a)enter into any agreement
or arrangement of any kind with any Person with respect to its Company
Securities inconsistent with the provisions of this Agreement or for the purpose
or with the effect of denying or reducing the rights of the Shareholder under
this Agreement or (b) act, for any reason, as a member of a group or in concert
with any other Person in connection with the Transfer of its Company Securities
in any manner that is inconsistent with the provisions of this Agreement.

                                   ARTICLE 5
                                  MISCELLANEOUS

     Section 5.01. Binding Effect; Assignability; Benefit. (a) This Agreement
shall inure to the benefit of and be binding upon the parties hereto and their
respective heirs, successors, legal representatives and permitted assigns. The
Shareholder shall cease to be bound by the terms hereof when the Shareholder
ceases to own beneficially any Company Securities (other than (i) the provisions
of Sections 3.05, 3.06, 3.07, 3.08 and 3.10 applicable to such Shareholder with
respect to any offering of Registrable Securities completed before the date such


                                       22



Shareholder ceased to own any Company Securities and (ii) Sections 5.02, 5.04
5.05, 5.06, 5.07 and 5.08).

     (b) Neither this Agreement nor any right, remedy, obligation or liability
arising hereunder or by reason hereof shall be assignable by any party hereto
pursuant to any Transfer of Company Securities or otherwise, except that any
Permitted Transferee acquiring Company Securities shall (unless already bound
hereby) execute and deliver to the Company an agreement to be bound by this
Agreement in the form of Exhibit A hereto and shall thenceforth be a
"Shareholder".

     (c) Nothing in this Agreement, expressed or implied, is intended to confer
on any Person other than the parties hereto, and their respective heirs,
successors, legal representatives and permitted assigns, any rights, remedies,
obligations or liabilities under or by reason of this Agreement.

     Section 5.02. Notices. All notices, requests and other communications to
any party shall be in writing and shall be delivered in person, mailed by
certified or registered mail, return receipt requested, or sent by facsimile
transmission,

     if to the Company to:

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

     with a copy to:

          Davis Polk & Wardwell
          450 Lexington Avenue
          New York, New York  10017
          Attention:
          Fax:  (212) 450-3800

     if to Shareholder, to:

          [Name of Shareholder]
          [address]
          Attention:
          Fax:

     All 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,


                                       23



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. Any
notice, request or other written communication sent by facsimile transmission
shall be confirmed by certified or registered mail, return receipt requested,
posted within one Business Day, or by personal delivery, whether courier or
otherwise, made within two Business Days after the date of such facsimile
transmissions.

     Any Person that becomes a Shareholder shall provide its address and fax
number to the Company.

     Section 5.03. Waiver; Amendment; Termination.(a) No provision of this
Agreement may be waived except by an instrument in writing executed by the party
against whom the waiver is to be effective. No provision of this Agreement may
be amended or otherwise modified except by an instrument in writing executed by
the Company with approval of the Board.

     (b) This Agreement shall terminate on the tenth anniversary of the date
hereof unless earlier terminated.

     Section 5.04. Fees and Expenses. Except as otherwise provided in this
Agreement, each party hereto shall pay its own fees and expenses incurred in
connection with the preparation of this Agreement, or any amendment or waiver
hereof, and the transactions contemplated hereby and all matters related hereto.

     Section 5.05. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to the conflicts of laws rules of such state.

     Section 5.06. Jurisdiction. The parties hereby agree that any suit, action
or proceeding seeking to enforce any provision of, or based on any matter
arising out of or in connection with, this Agreement or the transactions
contemplated hereby shall be brought in the United States District Court for the
Southern District of New York or any New York State court sitting in New York
City, so long as one of such courts shall have subject matter jurisdiction over
such suit, action or proceeding, and that any case of action arising out of this
Agreement shall be deemed to have arisen from a transaction of business in the
State of New York, and each of the parties hereby irrevocably consents to the
jurisdiction of such courts (and of the appropriate appellate courts therefrom)
in any such suit, action or proceeding and irrevocably waives, to the fullest
extent permitted by law, any objection that it may now or hereafter have to the
laying of the venue of any such suit, action or proceeding in any such court or
that any such suit, action or proceeding which is brought in any such court has
been brought in an inconvenient form. Process in any such suit, action or
proceeding may be served on any party anywhere in the world, whether within or
without the jurisdiction of any such court. Without limiting the foregoing, each
party agrees that service of


                                       24



process on such party as provided in Section 5.02 shall be deemed effective
service of process on such party.

     Section 5.07. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

     Section 5.08. Specific Enforcement. Each party hereto acknowledges that the
remedies at law of the other parties for a breach or threatened breach of this
Agreement would be inadequate and, in recognition of this fact, any party to
this Agreement, without posting any bond, and in addition to all other remedies
that may be available, shall be entitled to obtain equitable relief in the form
of specific performance, a temporary restraining order, a temporary or permanent
injunction or any other equitable remedy that may then be available.

     Section 5.09. Counterparts; Effectiveness. This Agreement may be executed
in any number of counterparts, each of which shall be deemed to be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective when each party hereto shall
have received counterparts hereof signed by all of the other parties hereto.

     Section 5.10. Entire Agreement. This Agreement and the Employment Agreement
constitutes the entire agreement among the parties hereto and supersede all
prior and contemporaneous agreements and understandings, both oral and written,
among the parties hereto with respect to the subject matter hereof and thereof.

     Section 5.11. Captions. The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation
hereof.

Section 5.12 . Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.


                                       25



     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

                                        GREENHILL & CO., INC.


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


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



                                                                       EXHIBIT A

                      JOINDER TO TRANSFER RIGHTS AGREEMENT

     This Joinder Agreement (this "Joinder Agreement") is made as of the date
written below by the undersigned (the "Joining Party") in accordance with the
Transfer Rights Agreement dated as of June ___, 2004 (the "Transfer Rights
Agreement") among Greenhill & Co., Inc. and [name of MD], as the same may be
amended from time to time. Capitalized terms used, but not defined, herein shall
have the meaning ascribed to such terms in the Transfer Rights Agreement.

     The Joining Party hereby acknowledges, agrees and confirms that, by its
execution of this Joinder Agreement, the Joining Party shall be deemed to be a
party to the Transfer Rights Agreement as of the date hereof and shall have all
of the rights and obligations of a "Shareholder" thereunder as if it had
executed the Transfer Rights Agreement. The Joining Party hereby ratifies, as of
the date hereof, and agrees to be bound by, all of the terms, provisions and
conditions contained in the Transfer Rights Agreement.

     IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as
of the date written below.

Date:                ,
      ----------- ---  ------

                                        [NAME OF JOINING PARTY]


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

                                        Address for Notices: