Exhibit 10.1
    

    
      INDEMNIFICATION AGREEMENT
    

    
      This Indemnification Agreement ("Agreement") is made as of December 11,
      2008, by and between Pzena Investment Management, Inc., a Delaware
      corporation (along with any entities referred to in Section 2(c) below,
      the "Company"), and Ronald W. Tysoe ("Director").
    

    
      RECITALS
    

    
      WHEREAS, highly competent persons have become more reluctant to
      serve publicly-held corporations as directors or in other capacities
      unless they are provided with adequate protection through insurance or
      adequate indemnification against inordinate risks of claims and actions
      against them arising out of their service to and activities on behalf of
      the corporation.
    

    
      WHEREAS, the Board of Directors of the Company (the "Board") has
      determined that, in order to attract and retain qualified individuals as
      members of the Board, the Company will attempt to maintain on an ongoing
      basis, at its sole expense, liability insurance to protect persons
      serving the Company and its subsidiaries from certain liabilities.
      Although the furnishing of such insurance has been a customary and
      widespread practice among United States based corporations and other
      business enterprises, such insurance may be available to it in the
      future only at higher premiums and with more exclusions. At the same
      time, directors are being increasingly subjected to expensive and
      time-consuming litigation relating to the business and affairs of
      corporations.  The Company recognizes that the cost of defending and
      otherwise participating in such litigation is far greater than the
      financial benefits of serving as a Director.  Article Seventh of the
      Certificate of Incorporation of the Company, as in effect on the date
      hereof, and the Delaware General Corporation Law ("DGCL") expressly
      provide that the indemnification provisions set forth therein are not
      exclusive and contemplate that agreements may be entered into between
      the Company and members of the Board (or parties serving at the request
      of the Board) with respect to indemnification;
    

    
      WHEREAS, the uncertainties relating to insurance have increased
      the difficulty of attracting and retaining directors;
    

    
      WHEREAS, the Board has determined that the increased difficulty
      in attracting and retaining directors is detrimental to the best
      interests of the Company's stockholders;
    

    
      WHEREAS, it is reasonable, prudent and necessary for the Company
      contractually to obligate itself to indemnify, and to pay expenses on
      behalf of, directors to the fullest extent permitted by applicable law
      so that they will serve or continue to serve the Company free from undue
      concern that they will not be so indemnified;
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      WHEREAS, this Agreement is in furtherance of the Amended and
      Restated Certificate of Incorporation of the Company, its Amended and
      Restated Bylaws and any resolutions adopted pursuant thereto, and the
      DGCL, and shall not be deemed a substitute therefor, nor to diminish or
      abrogate any rights of Director thereunder;
    

    
      WHEREAS, the Company has entered into this Agreement and assumed
      the obligations imposed on it hereby in order to induce Director to
      serve as a director or officer of the Company, and the Company
      acknowledges that Director is relying upon this Agreement in serving as
      a director or officer of the Company; and
    

    
      WHEREAS, Director is willing to serve, continue to serve and to
      take on additional service for or on behalf of the Company on the
      condition that he be so indemnified;
    

    
      NOW, THEREFORE, in consideration of the promises and the
      covenants contained herein, the Company and Director do hereby covenant
      and agree as follows:
    

    
      1.   Services to the Company.  Director
      will serve or continue to serve, at the will of the Company and its
      stockholders for so long as Director is duly elected or appointed or
      until Director tenders his or her resignation.
    

    
      2.   Definitions.  As used in this
      Agreement:
    

    
      (a)                "Beneficial Owner" shall have the meaning given to
      such term in Rule 13d-3 under the Securities Exchange Act of 1934.
    

    
      (b)                A "Change in Control" shall be deemed to occur upon
      the earliest to occur after the date of this Agreement of any of the
      following events:
    

    
      (i)                               Acquisition
      of Stock by Third Party.  Any Person, other than a Principal or a
      Related Party of a Principal (as each such term is defined below), is or
      becomes the Beneficial Owner, directly or indirectly, of securities of
      the Company representing fifteen percent (15%) or more of the combined
      voting power of the Company’s then outstanding securities;
    

    
      (ii)                              Change
      in Board of Directors.  During any period of two (2) consecutive
      years (not including any period prior to the execution of this
      Agreement), individuals who at the beginning of such period constitute
      the Board (together with any new directors whose election to the Board
      or whose nomination for election by the stockholders of the Company was
      approved by a vote of a majority of the directors then still in office
      who were either directors at the beginning of such period or whose
      election or nomination for election was previously so approved) cease
      for any reason to constitute at least a majority of the members of the
      Board;
    

    
      (iii)                             Corporate
      Transactions.  The effective date of a merger or consolidation of
      the Company with any other entity, unless such merger or consolidation
      would result in the voting securities of the Company outstanding
      immediately prior to such merger or consolidation continuing to
      represent (either by remaining outstanding or by being converted into
      voting securities of the surviving entity, including the parent
      corporation of such surviving entity) at least 50% of the total voting
      power of the voting securities of the surviving entity outstanding
      immediately after such merger or consolidation and with the power to
      elect at least a majority of the board of directors or other governing
      body of such surviving entity;
    

    
      
        

        

      

      
        
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      (iv)                              Liquidation.  The
      approval by the stockholders of the Company of a complete liquidation of
      the Company or an agreement for the sale or disposition by the Company
      of all or substantially all of the Company’s assets; and
    

    
      (v)                               Other
      Events.  There occurs any other event of a nature that would be
      required to be reported in response to Item 6(e) of Schedule 14A of
      Regulation 14A (or a response to any similar item on any similar
      schedule or form) promulgated under the Exchange Act (as defined below),
      whether or not the Company is then subject to such reporting requirement.
    

    
      (c)                "Company" shall include, in addition to Pzena
      Investment Management, Inc., any corporation, partnership, joint
      venture, limited liability company, trust or other enterprise of which
      such Director is or was serving as a director, officer, employee or
      agent of at the request of the Company, or any corporation which results
      from or survives a consolidation or merger with Pzena Investment
      Management, Inc., as well as any corporation resulting from a
      consolidation or merger which, if its separate existence had continued,
      would have had power and authority to indemnify its directors, officers,
      employees or agents, so that if Director is or was a director, officer,
      employee or agent of such constituent corporation, or is or was serving
      at the request of such constituent corporation as a director, officer,
      employee or agent of another corporation, partnership, joint venture,
      limited liability company, trust or other enterprise, Director
      shall stand in the same position under the provisions of this Agreement
      with respect to the resulting or surviving corporation as Director would
      have with respect to such constituent corporation if its separate
      existence had continued.
    

    
      (d)                "Disinterested Director" means a director of the
      Company who is not and was not a party to the Proceeding as defined
      herein in respect of which indemnification is sought by Director.
    

    
      (e)                "Enterprise" shall mean the Company and any other
      corporation, partnership, limited liability company, joint
      venture, trust, employee benefit plan or other enterprise of which
      Director is or was serving at the request of the Company as a director,
      officer, employee, agent or fiduciary.
    

    
      (f)                "Exchange Act" shall mean the Securities Exchange Act
      of 1934, as amended.
    

    
      (g)                "Expenses" shall include all reasonable attorneys'
      and accountants’ fees, retainers, court costs, transcript costs, fees of
      experts, witness fees, travel expenses, duplicating costs, printing and
      binding costs, telephone charges, postage, delivery service fees, and
      all other disbursements or expenses of the types customarily incurred in
      connection with prosecuting, defending, preparing to prosecute or
      defend, investigating, being or preparing to be a witness in, or
      otherwise being involved with, a Proceeding as defined in this
      Agreement. Expenses also shall include Expenses incurred in connection
      with any appeal resulting from any Proceeding, including without
      limitation the premium, security for, and other costs relating to any
      cost bond, supersedeas bond, or other appeal bond or its equivalent.
      Expenses, however, shall not include amounts paid in settlement by
      Director or the amount of judgments or fines against Director.
    

    
      
        

        

      

      
        
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      (h)                "Independent Counsel" means a law firm, or a member
      of a law firm, that is experienced in matters of corporation law and
      neither presently is, nor in the past five years has been, retained to
      represent: (i) the Company or Director in any matter material to either
      such party or (ii) any other party to the Proceeding giving rise to a
      claim for indemnification hereunder. Notwithstanding the foregoing, the
      term "Independent Counsel" shall not include any person who, under the
      applicable standards of professional conduct then prevailing, would have
      a conflict of interest in representing either the Company or Director in
      an action to determine Director's rights under this Agreement.
    

    
      (i)                "Person" shall have the meaning as set forth in
      Sections 13(d) and 14(d) of the Exchange Act; provided, however, that
      Person shall exclude (i) the Company or a person or entity that directly
      or indirectly controls, is controlled by, or is under common control
      with, the Company, (ii) any trustee or other fiduciary holding
      securities under an employee benefit plan of the Company, and (iii) any
      corporation owned, directly or indirectly, by the stockholders of the
      Company in substantially the same proportions as their ownership of
      stock of the Company.
    

    
      (j)                "Principal" means Richard S. Pzena, John P. Goetz,
      William L. Lipsey, A. Rama Krishna and Joel Greenblatt.
    

    
      (k)                The term "Proceeding" shall include any threatened,
      pending or completed action, suit, arbitration, alternate dispute
      resolution mechanism, investigation (including but not limited to any
      internal corporate investigation), inquiry, administrative hearing or
      any other actual, threatened or completed proceeding, including any and
      all appeals, whether brought in the right of the Company or otherwise
      and whether of a civil, criminal, administrative or investigative
      nature, in which Director was, is, or will be a party to, a witness in
      or otherwise participates in by reason of the fact that Director is or
      was a director or officer of the Company, by reason of any action taken
      by him or of any action on his part while acting as director or officer
      of the Company, or by reason of the fact that he is or was serving at
      the request of the Company as a director, officer, employee or agent of
      another Enterprise, in each case whether or not serving in such capacity
      at the time any liability or expense is incurred for which
      indemnification, reimbursement, or payment of expenses can be provided
      under this Agreement; except one initiated by a Director to enforce his
      rights under this Agreement.  Any Director serving, in any capacity, (i)
      another corporation of which a majority of the shares entitled to vote
      in the election of its directors is held by the Company, or (ii) any
      employee benefit plan of the Company or of any corporation referred to
      in clause (i), shall be deemed to be doing so at the request of the
      Company.
    

    
      
        

        

      

      
        
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      (l)                "Related Party" means: (1) in the case of an
      individual, any immediate family member of any Principal; or (2) any
      trust, corporation, partnership, limited liability company or other
      entity, the beneficiaries, stockholders, partners, members, owners or
      Persons beneficially holding an 80% or more controlling interest of
      which consist of any one or more Principals and/or such other Persons
      referred to in the immediately preceding clause (1).
    

    
      (m)                References to "fines" shall include, but are not
      limited to, any excise tax assessed with respect to any employee benefit
      plan; references to "serving at the request of the Company" shall
      include any service as a director, officer, employee or agent of the
      Company which imposes duties on, or involves services by, such director,
      officer, employee or agent with respect to an employee benefit plan, its
      participants or beneficiaries; and a person who acted in good faith and
      in a manner he reasonably believed to be in the best interests of the
      participants and beneficiaries of an employee benefit plan shall be
      deemed to have acted in a manner "not opposed to the best interests of
      the Company" as referred to in this Agreement.
    

    
      3.   Indemnity in Third-Party Proceedings.  A
      Third-Party Proceeding is a Proceeding other than a Proceeding by or in
      the right of the Company to procure a judgment in its favor. The Company
      shall indemnify Director in accordance with the provisions of this
      Section 3 if Director is, or is threatened to be made, a party to, a
      witness in or otherwise participates in any Third-Party Proceeding.
      Pursuant to this Section 3, Director shall be indemnified against all
      Expenses, judgments, fines and amounts paid in settlement actually and
      reasonably incurred by Director or on his behalf in connection with such
      Third-Party Proceeding or any claim, issue or matter therein, if
      Director acted in good faith and in a manner Director reasonably
      believed to be in or not opposed to the best interests of the Company
      and, in the case of a criminal proceeding had no reasonable cause to
      believe that such conduct was unlawful.
    

    
      4.   Indemnity in Proceedings by or in the Right of
      the Company.  The Company shall indemnify Director in accordance
      with the provisions of this Section 4 if Director is, or is threatened
      to be made, a party to, a witness in or otherwise participates in any
      Proceeding by or in the right of the Company to procure a judgment in
      its favor. Pursuant to this Section 4, Director shall be indemnified
      against all Expenses actually and reasonably incurred by him or on his
      behalf in connection with such Proceeding or any claim, issue or matter
      therein and to the extent permitted by law, amounts paid in settlement,
      if Director acted in good faith and in a manner he reasonably believed
      to be in or not opposed to the best interests of the Company. No
      indemnification for Expenses shall be made under this Section 4 in
      respect of any claim, issue or matter as to which Director shall have
      been finally adjudged by a court to be liable to the Company, unless and
      only to the extent that the Delaware Court of Chancery or any court in
      which the Proceeding was brought shall determine upon application that,
      despite the adjudication of liability but in view of all the
      circumstances of the case, Director is fairly and reasonably entitled to
      indemnification.
    

    
      
        

        

      

      
        
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      5.   Indemnification for Expenses of a Party Who is
      Wholly or Partly Successful.
    

    
      (a)                In any Proceeding referred to in Section 4, if
      Director is not wholly successful in such Proceeding, but has been
      adjudged to be liable to the Company as to one or more but less than all
      claims, issues or matters in such Proceeding, no indemnification shall
      be made in respect of any claim, issue or matter as to which Director
      shall have been adjudged to be liable to the Company, unless and only to
      the extent that the Delaware Court of Chancery or any court in which the
      Proceeding was brought shall determine upon application that, despite
      the adjudication of liability to the Company, in view of all the
      circumstances of the case, Director is fairly and reasonably entitled to
      such indemnification.  However, in any Proceeding referred to in Section
      4, the Company shall indemnify Director against all Expenses actually
      and reasonably incurred by him or on his behalf and, to the extent
      permitted by law, amounts paid in settlement, in connection with each
      claim, issue or matter as to which Director is successful on the merits
      or has reached a settlement.
    

    
      (b)                To the extent that Director has been successful on
      the merits or otherwise in defense of any Proceeding (including any
      Proceeding referred to in Section 4), or in defense of any claim, issue
      or matter therein, Director shall be indemnified and held harmless by
      the Company to the fullest extent authorized by the DGCL, as the same
      exists or may hereafter be amended, against all Expenses actually and
      reasonably incurred or suffered by Director or on Director’s behalf in
      connection therewith.  Indemnification pursuant to this Section 5(b)
      shall not require a determination pursuant to Section 10 of this
      Agreement.  
    

    
      (c)                For purposes of this Section 5 and without
      limitation, the termination of any claim, issue or matter in a
      Proceeding in which Director is a defendant by dismissal, with or
      without prejudice, shall be deemed to be a successful result as to such
      claim, issue or matter.  
    

    
      6.   Additional Indemnification.
    

    
      (a)                Notwithstanding any limitation in Sections 3, 4, or
      5, the Company shall indemnify Director to the extent permitted by law
      if Director is a party to or threatened to be made a party to, a witness
      in or otherwise participates in any Proceeding against all Expenses,
      judgments, fines and amounts paid in settlement actually and reasonably
      incurred by Director in connection with the Proceeding (1) unless
      Director’s conduct constitutes a breach of Director’s duty of loyalty to
      the Company or its stockholders, (2) except for liability for
      acts or omissions not in good faith or which involve intentional
      misconduct or a knowing violation of law, (3) except for liability under
      Section 174 of the DGCL, or (4) except for liability relating to any
      transaction from which the Director derived an improper benefit.
    

    
      (b)                For purposes of Section 6(a), the meaning of the
      phrase "to the extent permitted by law" shall mean:
    

    
      (i)                               the fullest extent permitted by the
      provision of the DGCL that authorizes or contemplates additional
      indemnification by agreement, or the corresponding provision of any
      amendment to or replacement of the DGCL; and
    

    
      
        

        

      

      
        
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      (ii)                              the fullest extent authorized or
      permitted by any amendments to or replacements of the DGCL adopted after
      the date of this Agreement that increase the extent to which a
      corporation may indemnify its officers and directors.
    

    
      7.   Exclusions.  Notwithstanding any
      provision in this Agreement, the Company shall not be obligated under
      this Agreement to make any payment for indemnity including Expenses,
      judgments, fines and amounts paid in settlement to the extent that the
      amount for which Director seeks indemnification, or a portion thereof:
    

    
      (a)                has actually been made to or on behalf of Director
      under any insurance policy, contract, agreement or otherwise; or
    

    
      (b)                is based upon an accounting of profits made from the
      purchase and sale (or sale and purchase) by Director of securities of
      the Company in violation of Section 16(b) of the Exchange Act or similar
      provisions of state statutory law or common law; or   
    

    
      (c)                in connection with any Proceeding (or any part of any
      Proceeding) initiated or brought voluntarily by Director, including any
      Proceeding (or any part of any Proceeding) initiated by Director against
      the Company or its directors, officers or employees, unless (i) the
      Board authorized the Proceeding (or any part of any Proceeding) prior to
      its initiation or (ii) the Company provides the indemnification, in its
      sole discretion, pursuant to the powers vested in the Company under
      applicable law.
    

    
      8.   Notification of Indemnifiable Claim.  Director
      shall, as a condition precedent to his right to be indemnified under
      this Agreement, give the Company notice in writing as soon as
      practicable of any claim made against Director for which indemnification
      will or could be sought under this Agreement.  Director agrees promptly
      to notify the Company in writing upon being served with any summons,
      citation, subpoena, complaint, indictment, information or other document
      relating to any Proceeding or matter which will or could be subject to
      indemnification or payment of Expenses covered hereunder. The Secretary
      of the Company shall, promptly upon receipt of such notice, advise the
      Board in writing of such notice.  The failure of Director to timely
      notify the Company shall not relieve the Company of any obligation which
      it may have to the Director under this Agreement or otherwise, unless
      such failure to provide timely notice materially prejudices the
      Company.  The omission to notify the Company will not relieve the
      Company from any liability for indemnification which it may have to
      Director otherwise than under this Agreement.
    

    
      
        

        

      

      
        
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      9.   Payment of Expenses.  Without regard
      to Director’s ultimate entitlement to indemnification under other
      provisions of this Agreement, the Company shall pay the Expenses as
      incurred by Director or reimburse Director for his payment of such
      Expenses in connection with any Proceeding within thirty (30) days after
      the receipt by the Company of a written request for payment of
      expenses.  If the DGCL so requires, payment of Expenses by the Company
      under this Section 9 shall be made only upon delivery to the Company of
      an undertaking ("Undertaking").  The Undertaking shall constitute the
      Director's agreement that: (i) he shall repay the Expenses paid by the
      Company to the extent that it is ultimately determined by final judicial
      decision from which there is no further right to appeal that the
      Director is not entitled to be indemnified by the Company; and (ii) that
      in consideration for the payment of such expenses, the Company may, at
      its sole discretion, select counsel for Director, assume the defense or
      otherwise participate in the defense of such Proceeding. Payment of
      Expenses pursuant to this Section shall be unsecured and interest
      free.  Payment of Expenses shall be made without regard to Director's
      ability to repay the expenses and without regard to Director's ultimate
      entitlement to indemnification under the other provisions of this
      Agreement.  Such payment shall include any and all reasonable Expenses
      incurred pursuing an action to enforce this right of payment of
      Expenses, including Expenses incurred preparing and forwarding
      statements to the Company to support the payment claimed.  This Section
      9 shall not apply to any claim for Expenses made by Director for which
      indemnity is excluded pursuant to Section 7.  Notwithstanding anything
      else contained in this Section 9, to the extent that the Company is
      prohibited by applicable law from making payment of Expenses to the
      Director prior to the Company’s determination that the Director is
      entitled to indemnification, the Company shall not pay Expenses to the
      Director pursuant to this Section.   Nothing herein shall be construed
      to limit the Company’s right to seek damages from the Director,
      including but not limited to the full amount of the Expenses paid by the
      Company hereunder. The selection by the Company of defense counsel for
      the Director in connection with any Proceeding, shall be made only with
      the approval of the Director, which approval shall not be unreasonably
      withheld, upon the delivery to Director of written notice of the
      Company’s election to do so. After delivery of such notice, approval of
      such counsel by Director and the retention of such counsel by the
      Company, the Company will not be liable to Director under this Agreement
      for any fees of counsel subsequently incurred by Director with respect
      to the same Proceeding, provided that (i) Director shall have the right
      to employ his counsel in any such Proceeding at Director's expense; and
      (ii) if (A) the employment of counsel by Director has been previously
      authorized by the Company, (B) Director shall have reasonably concluded
      that there may be a conflict of interest between the Company and
      Director in the conduct of any such defense, or (C) the Company shall
      not, in fact, have employed counsel to assume the defense of such
      Proceeding, then the fees and expenses of Director's counsel shall be at
      the expense of the Company.
    

    
      10.  Procedure Upon Application for Indemnification.
    

    
      (a)                Upon final disposition of a Proceeding for which
      indemnification is sought pursuant to Section 3 or Section 4, Director
      shall submit promptly (and in any event, no later than the applicable
      statute of limitations) to the Board a written request for
      indemnification averring that he has met the applicable standard of
      conduct set forth herein. Any indemnification made under this Agreement
      pursuant to Section 3 or Section 4 shall be made by the Company only as
      authorized in the specific case upon a determination that
      indemnification of the Director is proper in the circumstances because
      Director has met the applicable standard of conduct.  Such determination
      shall be made in the following manner: (i) if a Change in Control shall
      have occurred and the Director is not a director at the time of such
      determination, by Independent Counsel in a written opinion to the Board,
      a copy of which shall be delivered to Director; and (ii) in any other
      circumstance: (A) by a majority vote of the Disinterested Directors,
      even though less than a quorum of the Board, (B) by a committee of
      Disinterested Directors designated by a majority vote of the
      Disinterested Directors, even though less than a quorum of the Board,
      (C) if there are no such Disinterested Directors or, if such
      Disinterested Directors so direct, by Independent Counsel in a written
      opinion to the Board, a copy of which shall be delivered to Director or
      (D) if so directed by the Board, by the stockholders of the Company,
      and, if it is so determined that Director is entitled to
      indemnification, payment to Director shall be made within thirty (30)
      days after such determination. Director shall cooperate with the person,
      persons or entity making such determination with respect to Director's
      entitlement to indemnification, including providing to such person,
      persons or entity upon reasonable advance request any documentation or
      information which is not privileged or otherwise protected from
      disclosure and which is reasonably available to Director and reasonably
      necessary to such determination. Any costs or expenses (including
      attorneys' fees and disbursements) incurred by Director in so
      cooperating with the person, persons or entity making such determination
      shall be borne by the Company (irrespective of the determination as to
      Director's entitlement to indemnification) and the Company hereby
      indemnifies and agrees to hold Director harmless therefrom.
    

    
      
        

        

      

      
        
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      (b)                In the event the determination of entitlement to
      indemnification is to be made by Independent Counsel pursuant to Section
      10(a) hereof, the Independent Counsel shall be selected as provided in
      this Section 10(b). If a Change in Control shall not have occurred, the
      Independent Counsel shall be selected by the Board within ten (10) days
      of submission of a written request by Director for indemnification
      pursuant to Section 10(a), and the Company shall give written notice to
      Director advising him of the identity of the Independent Counsel so
      selected. If a Change in Control shall have occurred, the Independent
      Counsel shall be selected by Director within ten (10) days of submission
      of a written request by Director for indemnification pursuant to Section
      10(a), (unless Director shall request that such selection be made by the
      Board, in which event the preceding sentence shall apply), and Director
      shall give written notice to the Company advising it of the identity of
      the Independent Counsel so selected. In either event, Director or the
      Company, as the case may be, may, within ten (10) days after such
      written notice of selection shall have been given, deliver to the
      Company or to Director, as the case may be, a written objection to such
      selection; provided, however, that such objection may be
      asserted only on the ground that the Independent Counsel so selected
      does not meet the requirements of "Independent Counsel" as defined in
      Section 2 of this Agreement, and the objection shall set forth with
      particularity the factual basis of such assertion. The objection must
      also include a proposed substitute Independent Counsel.  If objection
      including a proposed substituted Independent Counsel is timely made,
      such substituted Independent Counsel shall serve as Independent Counsel
      unless objected to within ten (10) days.  An objection to the
      substituted Independent Counsel may be asserted only on the ground that
      the Independent Counsel so selected does not meet the requirements of
      "Independent Counsel" as defined in Section 2 of this Agreement, and the
      objection shall set forth with particularity the factual basis of such
      assertion.  If written objection is made, the Independent Counsel or
      substituted Independent Counsel proposed may not serve as Independent
      Counsel unless and until such objection is withdrawn or a court has
      determined that such objection is without merit. If, within thirty (30)
      days after submission by Director of a written request for
      indemnification pursuant to Section 10(a) hereof, the parties have not
      agreed upon the selection of the Independent Counsel, either the Company
      or Director may petition a court of competent jurisdiction for
      resolution of any objection which shall have been made by the Company or
      Director to the other's selection of Independent Counsel and/or for the
      appointment as Independent Counsel of a person selected by the Court or
      by such other person as the Court shall designate, and the person with
      respect to whom all objections are so resolved or the person so
      appointed shall act as Independent Counsel under Section 10(a) hereof.
    

    
      
        

        

      

      
        
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      11.  Presumptions and Effect of Certain Proceedings.
    

    
      (a)                The submission of the Application for Indemnification
      to the Board shall create a rebuttable presumption that the Director is
      entitled to indemnification under this Agreement, and the Board,
      Independent Counsel, or stockholders, as the case may be, may, at any
      time, specifically determine that the Director is so entitled, unless it
      or they possess sufficient evidence to rebut the presumption that
      Director has met the applicable standard of conduct.  If a determination
      shall have been made pursuant to this Agreement that Director is
      entitled to indemnification, the Company shall be bound by such
      determination in any judicial proceeding commenced pursuant to Section
      12, absent (i) a misstatement by Director of a material fact, or an
      omission of a material fact necessary to make Director's statement not
      materially misleading, in connection with the request for
      indemnification, or (ii) a prohibition of such indemnification under
      applicable law.  Neither the failure of the Company (including by its
      directors or Independent Counsel) to have made a determination prior to
      the commencement of any action pursuant to this Agreement that
      indemnification is proper in the circumstances because Director has met
      the applicable standard of conduct, nor an actual determination by the
      Company (including by its directors or Independent Counsel) that
      Director has not met such applicable standard of conduct, shall be a
      defense to the action or create a presumption that Director has not met
      the applicable standard of conduct.   Moreover, the fact that the
      Company has paid the Director’s Expenses pursuant to Section 9 herein
      shall not create a presumption that Director has met the applicable
      standard of conduct for indemnification.
    

    
      (b)                The termination of any Proceeding or of any claim,
      issue or matter therein, by judgment, order, settlement or conviction,
      or upon a plea of nolo contendere or its equivalent, shall not (except
      as otherwise expressly provided in this Agreement) of itself adversely
      affect the right of Director to indemnification or create a presumption
      that Director did not act in good faith and in a manner which he
      reasonably believed to be in or not opposed to the best interests of the
      Company or, with respect to any criminal Proceeding, that Director had
      reasonable cause to believe that his conduct was unlawful.  
    

    
      (c)                For purposes of any determination of good faith,
      Director shall be deemed to have acted in good faith if Director’s
      action is based on the advice of legal counsel for the Company or on
      information or records given or reports made to the Company by an
      independent certified public accountant or by an appraiser or other
      expert selected with reasonable care by the Company.  The provisions of
      this Section 11(d) shall not be deemed exclusive or to limit in any way
      the other circumstances in which the Director may be deemed to have met
      the applicable standard of conduct set forth in this Agreement.
    

    
      
        

        

      

      
        
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      (d)                To the extent legally permissible, the knowledge
      and/or actions, or failure to act, of any director, officer, agent or
      employee of the Enterprise shall not be imputed to Director for purposes
      of determining the right to indemnification under this Agreement.
    

    
      12.  Remedies of Director.
    

    
      (a)                In the event that (i) a determination is made
      pursuant to Section 10 of this Agreement that Director is not entitled
      to indemnification under this Agreement, (ii) payment of Expenses is not
      timely made pursuant to Section 9 of this Agreement, or (iii) payment of
      indemnification pursuant to Section 3, 4, 5(a) or 6 of this Agreement is
      not made within thirty (30) days after a determination has been made
      that Director is entitled to indemnification, Director shall be entitled
      to an adjudication by a court of his entitlement to such indemnification
      or payment of Expenses.  
    

    
      (b)                In the event that Director successfully sues the
      Company for indemnification or payment of Expenses, and is successful in
      whole or in part, Director shall be entitled to be paid by the Company
      for the Expense of prosecuting such suit.  If the Company sues Director
      to recover Expenses paid and Director is successful in defending such
      suit, in whole or in part, Director shall be entitled to be paid the
      Expense of defending such suit.
    

    
      (c)                In the event that a determination shall have been
      made under this Agreement that Director is not entitled to
      indemnification, any judicial proceeding commenced pursuant to this
      Section shall be conducted in all respects as a de novo trial on the
      merits and Director shall not be prejudiced by reason of that adverse
      determination. In any judicial proceeding pursuant to this Section, the
      Company shall have the burden of proving Director is not entitled to
      indemnification or payment of Expenses, as the case may be.   
    

    
      (d)                The Company shall be precluded from asserting in any
      judicial proceeding commenced pursuant to this Section that the
      procedures and presumptions of this Agreement are not valid, binding and
      enforceable and shall stipulate in any such court that the Company is
      bound by all the provisions of this Agreement. The Company shall
      indemnify Director against any and all Expenses and, if requested by
      Director, shall (within thirty (30) days after receipt by the
      Company of a written request therefore) pay such Expenses to Director,
      which are incurred by Director in connection with any action brought by
      Director for indemnification or payment of Expenses from the Company
      under this Agreement or under any directors' and officers' liability
      insurance policies maintained by the Company, regardless of whether
      Director ultimately is determined to be entitled to such
      indemnification, payment of Expenses or insurance recovery, as the case
      may be.
    

    
      13.  Non-exclusivity; Survival of Rights; Insurance;
      Subrogation.
    

    
      (a)                The rights of indemnification and to receive payment
      of Expenses as provided by this Agreement shall not be deemed exclusive
      of any other rights to which Director may at any time be entitled under
      applicable law, the Company's Certificate of Incorporation, the
      Company's Bylaws, any agreement, a vote of stockholders or a resolution
      of directors, or otherwise. No amendment, alteration or repeal of this
      Agreement or of any provision hereof shall limit or restrict any right
      of Director under this Agreement in respect of any action taken or
      omitted by such Director prior to such amendment, alteration or repeal.
      To the extent that a change in Delaware law, whether by statute or
      judicial decision, permits greater indemnification or payment of
      Expenses than would be afforded currently under the Company's Amended
      and Restated Certificate of Incorporation, Amended and Restated Bylaws
      and this Agreement, it is the intent of the parties hereto that Director
      shall enjoy by this Agreement the greater benefits so afforded by such
      change. No right or remedy herein conferred is intended to be exclusive
      of any other right or remedy, and every other right and remedy shall be
      cumulative and in addition to every other right and remedy given
      hereunder or now or hereafter existing at law or in equity or otherwise.
      The assertion or employment of any right or remedy hereunder, or
      otherwise, shall not prevent the concurrent assertion or employment of
      any other right or remedy.
    

    
      
        

        

      

      
        
          11
        

        
          


        

      

      
        

        

      

    

    
      (b)                The Company shall, from time to time, make the good
      faith determination whether or not it is practicable for the Company to
      obtain and maintain a policy or policies of insurance with reputable
      insurance companies providing the directors, officers, employees, or
      agents of the Company with coverage for losses from wrongful acts, or to
      ensure the Company’s performance of its indemnification obligations
      under this Agreement.  Among other considerations, the Company will
      weigh the costs of obtaining such insurance coverage against the
      protection afforded by such coverage.  To the extent that the Company
      maintains an insurance policy or policies providing liability insurance
      for directors of the Company or of any other corporation, partnership,
      joint venture, trust, employee benefits plan or other enterprise which
      the Director serves at the request of the Company, Director shall be
      covered by such policy or policies in such manner as to provide the
      Director the same rights and benefits as are accorded to the most
      favorably insured of the Company’s directors.  The Company shall
      thereafter take all necessary or desirable action to cause such insurers
      to pay, on behalf of the Director, all amounts payable as a result of
      such proceeding in accordance with the terms of such policies.
    

    
      (c)                In the event of any payment under this Agreement, the
      Company shall be subrogated to the extent of such payment to all of the
      rights of recovery of Director, who shall execute all papers required
      and take all action necessary to secure such rights, including execution
      of such documents as are necessary to enable the Company to bring suit
      to enforce such rights.
    

    
      14.  Duration of Agreement.  This Agreement
      shall continue until and terminate upon the later of: (a) six (6) years
      after the date that Director shall have ceased to serve as a director or
      officer of the Company or as a director, officer, employee or agent of
      any other corporation, partnership, joint venture, limited liability
      company, trust, employee benefit plan or other enterprise which
      Director served at the request of the Company ("Six Year Anniversary
      Date"); or (b) one (1) year after the final termination of each and
      every Proceeding, commenced prior to the Six Year Anniversary Date.
    

    
      
        

        

      

      
        
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      15.  Successors and Assigns.  This Agreement
      shall be binding upon the Company and its successors and assigns and
      shall inure to the benefit of Director and his heirs, executors and
      administrators.
    

    
      16.  Severability.  If any provision or
      provisions of this Agreement shall be held to be invalid, illegal or
      unenforceable for any reason whatsoever: (a) the validity, legality and
      enforceability of the remaining provisions of this Agreement (including
      without limitation, each portion of any Section of this Agreement
      containing any such provision held to be invalid, illegal or
      unenforceable, that is not itself invalid, illegal or unenforceable)
      shall not in any way be affected or impaired thereby and shall remain
      enforceable to the fullest extent permitted by law; (b) such provision
      or provisions shall be deemed reformed to the extent necessary to
      conform to applicable law and to give the maximum effect to the intent
      of the parties hereto; and (c) to the fullest extent possible, the
      provisions of this Agreement (including, without limitation, each
      portion of any Section of this Agreement containing any such provision
      held to be invalid, illegal or unenforceable, that is not itself
      invalid, illegal or unenforceable) shall be construed so as to give
      effect to the intent manifested thereby.
    

    
      17.  Entire Agreement.  Except as otherwise
      specified herein, this Agreement constitutes the entire agreement
      between the parties hereto with respect to the subject matter hereof and
      supersedes all prior agreements and understandings, oral, written and
      implied, between the parties hereto with respect to the subject matter
      hereof.
    

    
      18.  Effectiveness of Agreement.  This Agreement
      shall be effective as of the date set forth on the first page and may
      apply to acts or omissions of Director which occurred prior to such date
      if Director was an officer, director, employee or other agent of the
      Company, or was serving at the request of the Company as a director,
      officer, employee or agent of another corporation, partnership, joint
      venture, limited liability company, trust or other enterprise, at
      the time such act or omission occurred, and shall continue to exist
      after the rescission or restrictive modification of this Agreement with
      respect to events occurring prior to such rescission or restrictive
      modification.
    

    
      19.  Modification and Waiver.  No supplement,
      modification or amendment of this Agreement shall be binding unless
      executed in writing by the parties thereto. No waiver of any of the
      provisions of this Agreement shall be deemed or shall constitute a
      waiver of any other provisions of this Agreement nor shall any waiver
      constitute a continuing waiver.
    

    
      20.  Notices.  All notices, requests, demands
      and other communications under this Agreement shall be in writing and
      shall be deemed to have been duly given (a) if delivered by hand and
      receipted for by the party to whom said notice or other communication
      shall have been directed, or (b) if sent by an overnight courier service
      (such as Federal Express) to:
    

    
                (i)       if to Director, at the address of Director provided
      to the Company most recently prior to the date of said notice or other
      communication, and
    

    
      
        

        

      

      
        
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                (ii)      if to the Company, at:   Pzena Investment
      Management, Inc.
                    
                                     Attention: General Counsel
                                                    120
      West 45th Street, 20th Floor
                                                    New
      York, New York 10036
    

    
      or to any other address as may have been furnished to Director by the
      Company.
    

    
      21.  Contribution.  To the fullest extent
      permissible under applicable law, if the indemnification provided for in
      this Agreement is unavailable to Director for any reason whatsoever, the
      Company, in lieu of indemnifying Director, shall contribute to the
      amount incurred by Director, whether for judgments, fines, penalties,
      excise taxes, amounts paid or to be paid in settlement and/or for
      Expenses, in connection with any claim relating to an indemnifiable
      event under this Agreement, in such proportion as is deemed fair and
      reasonable in light of all of the circumstances of such Proceeding in
      order to reflect (i) the relative benefits received by the Company and
      Director as a result of the event(s) and/or transaction(s) giving cause
      to such Proceeding; and/or (ii) the relative fault of the Company (and
      its directors, officers, employees and agents) and Director in
      connection with such event(s) and/or transaction(s).
    

    
      22.  Applicable Law and Consent to Jurisdiction.  This
      Agreement and the legal relations among the parties shall be governed
      by, and construed and enforced in accordance with, the laws of the State
      of Delaware, without regard to its conflict of laws rules.  The Company
      and Director hereby irrevocably and unconditionally (i) agree that any
      action or proceeding arising out of or in connection with this Agreement
      shall be brought only in the Chancery Court of the State of Delaware
      (the "Delaware Court"), and not in any other state or federal court in
      the United States of America or any court in any other country, (ii)
      consent to submit to the exclusive jurisdiction of the Delaware Court
      for purposes of any action or proceeding arising out of or in connection
      with this Agreement, (iii) waive any objection to the laying of venue of
      any such action or proceeding in the Delaware Court, and (iv) waive, and
      agree not to plead or to make, any claim that any such action or
      proceeding brought in the Delaware Court has been brought in an improper
      or inconvenient forum.
    

    
      23.  Identical Counterparts. This Agreement may
      be executed in one or more counterparts, each of which shall for all
      purposes be deemed to be an original but all of which together shall
      constitute one and the same Agreement. Only one such counterpart signed
      by the party against whom enforceability is sought needs to be produced
      to evidence the existence of this Agreement.
    

    
      24.  Miscellaneous. Use of the masculine pronoun
      shall be deemed to include usage of the feminine pronoun where
      appropriate. The headings of the paragraphs of this Agreement are
      inserted for convenience only and shall not be deemed to constitute part
      of this Agreement or to affect the construction thereof.
    

    
      
        

        

      

      
        
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      IN WITNESS WHEREOF, the parties have caused this Agreement to be
      signed as of the day and year first above written.
    

    
    	
           
        	
          PZENA INVESTMENT MANAGEMENT, INC.
        
	

        	
           
        
	

        	
          
            By: /s/ Richard S. Pzena
          

        
	

        	
          Name: Richard S. Pzena
        
	

        	
          Title: Chief Executive Officer
        
	

        	
           
        
	

        	
          
            /s/ Ronald W. Tysoe
          

        
	

        	
          Ronald W. Tysoe
        
	

        	
          Director
        


    

    

    

    
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