SECOND
      AMENDMENT TO CREDIT AGREEMENT

     

    This
      Second Amendment to Credit Agreement is entered into as of October 1, 2008,
      by
      and between Highbury
      Financial Inc.,
      a
      Delaware corporation (“Borrower”) and City
      National Bank,
      a
      national banking association (“CNB”).

     

    RECITALS

     

    A. Borrower
      and CNB are parties to that certain Credit Agreement, dated as of November
      9,
      2006, as amended by a First Amendment to Credit Agreement dated October 31,
      2007
      (the Credit Agreement, as herein amended, hereinafter the “Credit
      Agreement”).

     

    B. Borrower
      and CNB desire to supplement and amend the Credit Agreement as hereinafter
      set
      forth.

     

    NOW,
      THEREFORE,
      the
      parties agree as follows:

     

    	1.  	
            Definitions.
              Capitalized terms used in this Amendment without definition shall have
              the
              meanings set forth in the Credit
              Agreement.

          


     

    	2.  	
            Amendments.
              The Credit Agreement is amended as
              follows:

          


     

    2.1  Section
      1.30 (Termination
      Date)
      is
      stricken and replaced with the following:

     

    “1.30 “Termination
      Date”
      means
      September 30, 2009. Notwithstanding the foregoing, CNB may, at its option,
      terminate this Agreement pursuant to the Section entitled “CNB’s Remedies”; the
      date of any such termination will become the Termination Date as that term
      is
      used in this Agreement.”

     

    2.2  Section
      2.1.1 (Interest)
      is
      stricken and replaced with the following:

     

    “2.1.1 Interest.
      The
      Revolving Credit Loans will bear interest from disbursement until due (whether
      at stated maturity, by acceleration or otherwise) at a rate equal to, at
      Borrower’s option, either (a) for a LIBOR Loan, the LIBOR Interest Rate plus two
      and three quarters percent (2.75%) per year, or (b) for a Prime Loan, the
      fluctuating Prime Rate plus one half of one percent (0.50%) per year. Interest
      on the Revolving Credit Loans and other charges incurred under this Agreement
      will accrue daily and be payable (a) in the case of a LIBOR Loan in which the
      Interest Period is (i) 3 months or less, the last day of such Interest Period
      and (ii) more than 3 months, the date that is 3 months from the first day of
      such Interest Period, then 3 months after each such date if applicable, and,
      in
      addition, the last day of such Interest Period and (b) in the case of a Prime
      Loan, monthly in arrears, on the last day of each month, commencing on the
      first
      such date following disbursement; (c) if a LIBOR Loan, upon any prepayment
      of
      any LIBOR Loan (to the extent accrued on the amount prepaid); and (d) at the
      Termination Date. A Revolving Credit Loan will be a Prime Loan any time it
      is
      not a LIBOR Loan.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    	3.  	
            Existing
              Agreement.
              Except as expressly amended herein, the Credit Agreement shall remain
              in
              full force and effect, and in all other respects is
              affirmed.

          


     

    	4.  	
            Conditions
              Precedent.
              This Amendment shall become effective upon CNB’s receipt of this Amendment
              duly executed by Borrower.

          


     

    	5.  	
            Counterparts.
              This Amendment may be executed in any number of counterparts, and all
              such
              counterparts taken together shall be deemed to constitute one and the
              same
              instrument.

          


     

    	6.  	
            Governing
              Law.
              This Amendment and the rights and obligations of the parties hereto
              shall
              be construed in accordance with, and governed by the laws of the State
              of
              California.

          


     

    IN
      WITNESS WHEREOF, the
      parties have executed this Amendment as of the day and year first above
      written.

     

    
      	 	 	 
	“Borrower”	
              Highbury Financial Inc.,
                a

              Delaware corporation

            
	 
 	 
 	 
 
	 	By:  	/s/ Richard
              Foote
	 	
              
Richard
              Foote, Chief Executive Officer
	 	 


    

     
      	 	 	 
	“CNB” 	
              City National Bank,
                a
national banking
              association
	 
 	 
 	 
 
	 	By:  	/s/ Aaron
              Cohen
	 	
              

              Aaron
                Cohen, Senior Vice President