Exhibit 4.2

THIS
NOTE IS FOR INVESTMENT PURPOSES AND HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. IT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO UNDER SUCH ACT AND SUCH LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF SUCH ACT AND SUCH LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PZENA INVESTMENT MANAGEMENT, LLC  SENIOR SUBORDINATED NOTE

$1,250,000

New York, NY
October 28, 2008


PZENA
INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (the "Company"), the principal office of which is located at
120 E. 45th Street, 20th Floor, New York, NY 10036, for value received hereby promises to pay to The Daniel Pzena Family Trust created under the Richard Pzena
Descendants Trust dated November 4, 2005, Jeffrey Pzena and William Pearce, Trustees (the "Lender"), the sum of one million, two hundred and
fifty thousand dollars ($1,250,000), or such lesser amount as shall then equal the outstanding principal amount hereof and any unpaid accrued interest hereon, as set forth below, on the earlier to
occur of (i) ten (10) years from the date hereof (the "Maturity Date"), or (ii) when declared due and payable by the Lender upon
the occurrence of an Event of Default (as defined hereinafter).

The
following is a statement of the rights of the Lender under this Subordinated Note (the "Note") and the conditions to which this Note
is subject, and to which the Lender, by the acceptance of this Note, agrees:

1.     INTEREST.

The Company promises to pay interest in lawful money of the United States of America on the sum of the daily outstanding principal amount hereof from the date
hereof until payment in full, which interest shall be payable at 6.3% per annum (the "Interest Rate"). Interest on the Note shall be payable in cash at
the Interest Rate to the Lender, quarterly in arrears, on March 31, June 30, September 30 and December 31 in each year commencing December 31, 2008 (unless such day
is not a business day, in which event on the next succeeding business day) (each such date an "Interest Payment Date"); provided,however, that interest shall not be permitted to be paid in cash to the extent that an event
of default pursuant to Section 8.01(a) of the Credit Agreement (as defined below) has occurred and is continuing. To the extent interest which is due and payable has not been paid in cash on an
Interest Payment Date, such interest shall be added to the principal amount hereunder and shall accrue interest at the Interest Rate. Interest shall be calculated on the basis of a 365-day
year for the actual number of days elapsed. The Company shall be entitled to deduct and withhold from any payment pursuant to this Note such amounts as are required to be withheld with respect to the
Lender by applicable law. The Lender shall provide any documentation or certification required to establish that the Lender is entitled to an exemption from or reduction in the amount of withholding
taxes.

2.     RESTRICTED PAYMENTS.

The Company shall not declare or make, directly or indirectly, any Restricted Payment (as defined below), or incur any obligation (contingent or otherwise) to do
so, except that:



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"Restricted Payment" means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital
stock or other equity interest of the Company, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancellation or termination of any such capital stock or other equity interest, or on account of any return of capital to the Company's stockholders, partners or members (or
the equivalent Person thereof).

3.     EVENTS OF DEFAULT.

If any of the events specified in this Section 3 shall occur (herein individually referred to as an "Event of
Default"), the Lender may, so long as such condition exists, declare the entire principal and unpaid accrued interest hereon immediately due and payable, by notice in writing
to the Company:



"Change of Control" shall mean (i) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or
administrator of any such plan) other than the current officers (including Richard S. Pzena) and other employees of the Company (together with any trust or other estate planning vehicle of which the
beneficiaries are the immediate family members of such officers or employees)

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becomes
the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, of 35% or more of the aggregate
voting rights of all classes of equity securities of PIM entitled to vote for members of the board of directors of PIM on a fully-diluted basis, (ii) PIM ceases to be the managing member of the
Company or (iii) PIM or the Company sells or transfers all or substantially all of its assets.

4.     SUBORDINATION.

The indebtedness evidenced by this Note is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior
payment in full of all the Company's existing and future indebtedness under the Credit Agreement dated as of July 23, 2007 (the "Credit
Agreement"), among the Company, each lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent (the "Senior
Agent") and L/C Issuer, as such agreement is amended, waived or otherwise modified from time to time (such indebtedness, the "Senior
Indebtedness").

4.1Subordination of Liabilities.    Lender by its acceptance of this Note covenants and agrees, that the payment
of the principal of this Note (the "Subordinated Indebtedness") is hereby expressly subordinated, to the extent and in the manner hereinafter set forth,
to the prior payment in full in cash of all Senior Indebtedness. The provisions of this Section 4 shall constitute a continuing offer to all
persons who, in reliance upon such provisions, become lenders of, or continue to hold, Senior Indebtedness, and such provisions are made for the benefit of the lenders of Senior Indebtedness, and such
lenders are hereby made obligees hereunder the same as if their names were written herein as such, and they and/or each of them may proceed to enforce such provisions.



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4.2Subordination Rights Not Impaired by Acts or Omissions of Company or Lenders of Senior Indebtedness.    No
right of any present or future lenders of the Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the
part of the Company, or by any noncompliance by the Company with the terms and provisions of this Note, regardless of any knowledge thereof which any such Lender may have or be otherwise charged with.
The lenders of the Senior Indebtedness may, without in any way affecting the obligations of the Lender with respect hereto, at any time or from time to time and in their absolute discretion, change
the manner, place or terms of payment of, change or extend the time of
payment of, or renew or alter, the Senior Indebtedness or amend, modify or supplement any agreement or instrument governing or evidencing such Senior Indebtedness or any other document referred to
therein, or exercise or refrain from exercising any other of their rights under the Senior Indebtedness including, without limitation, the waiver of default thereunder and the release of any
collateral securing such Senior Indebtedness, all without notice to or assent from the Lender.

5.     SENIORITY

The indebtedness evidenced by this Note shall rank senior to any other indebtedness owed by the Company other than the Senior Indebtedness and any obligations
pertaining to letters of credit which are issued in replacement of letters of credit issued on the date hereof (the "Letters of Credit"), whether now
existing or hereafter arising. The Company shall not enter into or assume any indebtedness, other than the Senior Indebtedness or the Letters of Credit, unless each lender or beneficiary of such
indebtedness agrees in writing to subordinate all payments it may receive in

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connection
with such indebtedness and subject all such payments in right and time of payment to the Lender and the other holders of the Senior Subordinated Notes.

6.     REPAYMENT

The Company may repay this Note, in whole or in part, at any time without the Lender's consent and without penalty or premium. All money paid toward the
satisfaction of this Note shall be applied first to the payment of accrued and unpaid interest and then to the retirement of the principal. A prepayment of less than all of the unpaid principal amount
of this Note shall not relieve the Company of its obligation to make the scheduled payment of the balance of the principal amount and any accrued and unpaid interest on this Note on the Maturity Date.

7.     PAYMENT PRO RATA TO ALL LENDERS.

On the date hereof, certain other lenders are making loans to the Company pursuant to subordinated notes with terms which are substantially similar to those
contained herein (the "Subordinated Notes"); together with the loans made hereunder, the principal amount under the Subordinated Notes on the date
hereof is $16,000,000. The Company shall not make any payment with respect to any of the other Subordinated Notes (whether for principal, interest, expenses or otherwise), regardless of whether an
Event of Default has occurred or is continuing or any insolvency proceeding has been instituted with
respect to the Company, unless in each case all lenders under such Subordinated Notes are paid ratably in accordance with their respective interests in the aggregate Subordinated Notes outstanding (or
ratably in accordance with amounts owed in the case of expenses).

8.     TRANSFER.

The Lender may not assign, hypothecate, grant a security interest in or transfer all or a portion of its rights and interests in this Note. The Company may not
assign or transfer all or any portion of this Note.

9.     BINDING EFFECT.

This Note constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms subject to and as limited by the
effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application affecting the rights and remedies of creditors and by equitable principles
relating to enforcement to the extent applicable. The rights and obligations of the Company and the Lender shall be binding upon and benefit the successors, assigns, heirs, administrators and
transferees of the parties.

10.   WAIVER AND AMENDMENT.

Any provision of this Note may be amended, supplemented, waived or modified upon the written consent of the Company and the Lender; provided,however, that the provisions of Section 2 and Section 5 may be amended,
supplemented, waived or modified upon the written consent of the Company and the holders of more than 75% in principal amount of the Subordinated Notes. To the extent the Company agrees to amend,
supplement, waive or modify any other Subordinated Note in a manner that is favorable to the lender under such Subordinated Note the Company shall offer to amend, supplement, waive or modify this Note
in the same manner.

11.   REINSTATEMENT

To the maximum extent permitted by law, this Note and the payment and other obligations of the Company hereunder (collectively, the
"Obligations") shall continue to be effective or be reinstated, as the case may be, if at any time any amount received by the Lender in respect of the
Obligations is

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rescinded
or must otherwise be restored or returned by the Lender upon the insolvency, administration, bankruptcy, dissolution, liquidation or reorganization of the Company or any other person or
entity or upon the appointment of any receiver, intervenor, conservator, trustee or similar official for the Company or any other person or entity or any substantial part of its assets, or otherwise,
all as though such payments had not been made.

12.   EXPENSES; INDEMNITY



13.   GOVERNING LAW.

This Note is governed by, and shall be construed and enforced in accordance with, the laws of the State of New York.

[Remainder of Page Intentionally Left Blank.]

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IN
WITNESS WHEREOF, the Company has caused this Note to be issued on the date first above written.

PZENA INVESTMENT MANAGEMENT, LLC.By:

/s/ WAYNE A. PALLADINO Name: Wayne A. Palladino
Title: Chief Financial Officer


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