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As Adopted  by the Board of Directors of  Pzena Investment Management, Inc.  on October 24, 2007
 PZENA INVESTMENT MANAGEMENT, LLC
 Amended and Restated 2006 Equity Incentive Plan




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Table of Contents
 Page1.
    
    Purpose
    
    
    12.
    
    Definitions
    
    
    13.
    
    Term of the Plan
    
    
    44.
    
    Administration
    
    
    45.
    
    Authorization of Grants
    
    
    56.
    
    Specific Terms of Awards
    
    
    67.
    
    Adjustment Provisions
    
    
    118.
    
    Settlement of Awards
    
    
    129.
    
    No Special Employment or Other Rights
    
    
    1410.
    
    Nonexclusivity of the Plan
    
    
    1411.
    
    Termination and Amendment of the Plan and Awards
    
    
    1412.
    
    Notices and Other Communications
    
    
    1413.
    
    Governing Law
    
    
    15




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PZENA INVESTMENT MANAGEMENT, LLC
 2006 Equity Incentive Plan
 1. Purpose
  2. Definitions
  Accelerate Accelerated Acceleration
 Award
 Award Agreement
 Cause provided
 Class A Stock
 Class B Unit
 Client provided
 Code




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Committee provided
 Company
 Confidential Information
 Exchange Act
 Fair Market Value
 Good Reason
 Grant Date
 2




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Investment Advisory Services provided
 IPO
 LTIP Unit
 Managing Member
 Obligations
 Operating Agreement
 Option
 3




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Optionee
 Participant
 Plan
 Restricted Units
 Restriction Period
 Risk of Forfeiture
 Securities Act
 Unit Grant
 Unit-Based Award
 3. Term of the Plan
  4. Administration
 provided, however provided further, however,
 4




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5. Authorization of Grants
 Eligibility
 General Terms of Awards
 Non-Transferability of Awards
 Conditions to Receipt of Awards
  5




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Units Subject to Plan
 6. Specific Terms of Awards
 Options
 Date of Grant
 Exercise Price
 Option Period
 6




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provided, however,
  Termination of Association with the Company  Generally provided provided
 Termination of Association with the Company Following Ten Years of Continuous
Service
 Method of Exercise
 7




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No Certificates
 Rights Pending Exercise
 Restricted Unit
 Purchase Price
 No Certificates
 Restrictions and Restriction Period
 8




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ights Pending Lapse of Risk of Forfeiture or Forfeiture of Awar
 Termination of Association with the Company  Generally provided, however provided
 Termination of Association with the Company Following Ten Years of Continuous
Service
 9




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Unit Grants
 Unit-Based Awards
 LTIP Units
 Awards to Participants Outside the United States
 10




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7. Adjustment Provisions
 Adjustment for Company Actions
 Reorganizations provided
 11




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Dissolution or Liquidation
 Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring
Events
 Related Matters
 8. Settlement of Awards
 Violation of Law
 Restrictions on Rights in Units
 12




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Investment Representations
 Registration
 Tax Withholding
 13




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9. No Special Employment or Other Rights
  10. Nonexclusivity of the Plan
  11. Termination and Amendment of the Plan and Awards
  provided further provided
 12. Notices and Other Communications
  14




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13. Governing Law
  15