EXHIBIT 10(o)

**PERFORMANCE-BASED COMPENSATION AGREEMENT**

THIS AGREEMENT, dated as of the 1st day of January,2001, between FAHNESTOCK VINER HOLDINGS INC. ("Holdings")and ALBERT G. LOWENTHAL ("Lowenthal").

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WHEREAS, Lowenthal is employed by Fahnestock & Co. Inc., awholly-owned subsidiary of Holdings (the "Company"),and Holdings as their respective Chief Executive Officer andserves as Chairman of their respective Boards of Directors; and

WHEREAS, the Compensation and Stock Option Committee (the"Committee") of the Board of Directors ofHoldings (the "Board") has determined that it isin the best interests of the Company and Holdings to provide aportion of the compensation for Lowenthal’s services duringthe Term hereof in a manner that aligns the compensation ofLowenthal with the performance of the Company and Holdings, thelong-term interests of the shareholders of Holdings and thecompensation paid to other chief executive officers of comparablefinancial service companies;

NOW, THEREFORE, in consideration of the premises set forth inthis Agreement, and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged,Holdings and Lowenthal agree as follows:

1.**Definitions**.

(a) Class A Stock means the Class A non-voting sharesof Holdings.

(b) Market Value of a share of Class A Stock as of adetermination date means its closing price on the New York StockExchange on such date or, if such date is not a trading day, onthe trading day next preceding such determination date.

(c) Performance Award means the written performancegoal established with respect to a Performance Year pursuant toSection 2.

(c) Performance Award Amount means the amount ofperformance-based compensation determined pursuant to the termsof a Performance Award.

(d) Performance Year means a calendar year during theTerm.

(e) Term means the period commencing on January 1, 2001and ending on December 31, 2005.

2. **Performance Awards.**

On or before the 90th day of each Performance Year,the Committee shall establish a written performance goal (the"Performance Award") with respect to suchPerformance Year. Such Performance Award shall be in the form ofa written formula pursuant to which the Performance Award Amountshall be determined based upon the degree of attainment in suchPerformance Year of targets expressed in terms of one or more ofthe following factors: Holdings’ return on equity,Holdings’ consolidated net profit, and the increase in theMarket Value of a share of Class A Stock from the date theCommittee establishes the performance goal (or, if later, January1 of the Performance Year) to December 31 of the PerformanceYear. Except to the extent otherwise provided in this Agreement,the Company shall pay Lowenthal in cash the Performance AwardAmount within five (5) days after the Committee’scertification for each goal in accordance with Section 3following the end of each Performance Year.

3.**Administration.**

The procedures with respect to Performance Awards made underthis Agreement shall be administered by the Committee. TheCommittee shall at all times consist of two or more members andshall be constituted in such a manner as to satisfy therequirements of applicable law, the provisions of Rule 16b-3under the Securities Exchange Act of 1934 or any successor rule,and the provisions of Section 162(m)(4)(C)(i) of the InternalRevenue Code of 1986, as amended (the "Code").The Committee shall have full power and authority to grant awardshereunder and to administer and interpret this Agreement and toadopt such rules, regulations and guidelines as it deemsnecessary or advisable to give effect to the purpose and intentof this Agreement. Prior to payment of any Performance Awardpayable hereunder with respect to any Performance Year theCommittee shall certify as to the degree to which the performancegoals underlying the Performance Award have been attained forsuch Performance Year. Certification by the Committee shall bemade within ten (10) days after Holdings’ issuance of itsannual audited financial statements with respect to eachPerformance Year.

4.**Performance Award Amount Limitation.**

In no event may the Performance Award Amount with respect toany Performance Year during the Term exceed $5,000,000.

5.**Termination of Employment**.

(a) If prior to the end of a Performance Year Lowenthal’semployment with the Company or Holdings terminates for any reason(including death or permanent disability) other than thetermination of his employment for Cause (as defined in subsection(b)), in lieu of any payments otherwise payable under thisAgreement with respect to such Performance Year Lowenthal or hisestate, within five (5) days after the Committee’scertification in accordance with Section 3 following the end ofthe Performance Year in which termination occurs, shall be paidthe sum of the following: (i) the amount that would be owed toLowenthal with respect to the Performance Award (other than theportion thereof described in clause (ii) ) for such PerformanceYear multiplied by a fraction, the numerator of which is thenumber of actual days of the year to the date of such terminationand the denominator of which is 365, and (ii) with respect to theportion (if any) of the Performance Award attributable toappreciation in the Market Value of Class A Stock, the amountthat would be owed to Lowenthal with respect to the stockappreciation amount using the Market Value of the Class A Stockon such termination date rather than December 31 of thePerformance Year; provided, however, that any suchpayment of a Performance Award Amount shall be subject to thelimit set forth in Section 4 and the prior certification of theCommittee as set forth in Section 3.

(b) If prior to the end of a Performance Year,Lowenthal’s employment is terminated for Cause, his right toreceive any payment under this Agreement with respect to suchPerformance Year shall be forfeited. For purposes of thisAgreement, "Cause" means (i) conviction of afelony involving theft or moral turpitude, or (ii) adetermination by the Board that Lowenthal has engaged in conductthat constitutes willful gross neglect or willful grossmisconduct with respect to his duties which results in materialeconomic harm to Holdings or the Company; provided, however, thatfor purposes of determining whether conduct constitutes willfulgross misconduct, no act on Lowenthal’s part shall beconsidered "willful" unless it is done by him in badfaith and without reasonable belief that his action was in thebest interests of Holdings and the Company.

6. **Deferral Election**. 

Notwithstanding anything to the contrary herein, to the extentthat Lowenthal makes an election in accordance with the terms ofthe Fahnestock & Co. Inc. Executive Deferred CompensationPlan (the "Plan") to defer payment of all or aportion of a Performance Award Amount, such deferred portion(together with interest and earnings thereon as determinedpursuant to the terms of the Plan) to be paid at the time and inthe manner provided under the Plan.

7.**Effectiveness of Agreement.**

This Agreement shall be effective as of the date of itsadoption by the Committee, subject to approval thereof at ameeting of shareholders by the holders of a majority of the ClassB voting shares of Holdings (the "Class B Shares")present and entitled to vote at the meeting. This Agreementreplaces the Performance-Based Compensation Agreement betweenHoldings and Lowenthal dated as of March 25, 1997, which shall beof no further force and effect after December 31, 2000 except asit applies to performance years ending on or before such date.

8.**Interpretation**.

No provision of this Agreement may be altered or waived exceptin a writing executed by the parties hereto. This Agreementconstitutes the entire agreement between the parties hereto andno party shall be bound by any warranties, representations orguarantees, except as specifically set forth in this Agreement.This Agreement shall be interpreted under the law of the State ofNew York without giving effect to the conflict of law provisionsthereof.

9.**Arbitration**.

Any controversy or claim arising out of or relating to thisAgreement or the breach of this Agreement which cannot beresolved by Lowenthal and Holdings shall, at the instance ofeither Lowenthal or Holdings, be submitted to arbitration inaccordance with New York law and the procedures of the New YorkStock Exchange. The determination of the arbitrator shall beconclusive and binding on Holdings and Lowenthal and judgment maybe entered on the arbitrator’s award in any court havingjurisdiction.

10.**Assignability**.

The respective rights and obligations of Lowenthal andHoldings under this Agreement shall inure to the benefit of andbe binding upon the heirs and legal representatives of Lowenthaland the successors and assigns of Holdings.

IN WITNESS WHEREOF, Holdings and Lowenthal have executed thisAgreement as of the day and year first above written.

FAHNESTOCK VINER HOLDINGS INC.By: [signed: E.K. Roberts]Name: Elaine K. RobertsTitle: President

 

[signed: A.G. Lowenthal]Albert G. Lowenthal, individually