**EPOCH
      HOLDING CORPORATION**




**RESTRICTED
      STOCK AGREEMENT**




**FOR**




[Name]






This **RESTRICTED
      STOCK AGREEMENT** (the
“ **Agreement** ”)
      is
      made and entered into effective as of [Date] ,
      by and
      between Epoch Holding Corporation, a Delaware corporation (the " **Company** "),
      and [Name] (the
      " **Recipient** ").




**RECITALS**




The
      Compensation Committee of the Board of Directors of the Company (the
“ **Committee** ”)
      has
      determined that it is in the best interests of the Company to recognize the
      Recipient’s performance and to provide incentive to the Recipient to remain with
      the Company by making this grant of Restricted Stock in accordance with the
      terms of this Agreement; and




The
      Restricted Stock is granted pursuant to the 2004 Omnibus Long-Term Incentive
      Compensation Plan (the “ **Plan** ”)
      which
      is incorporated herein for all purposes. The Recipient hereby acknowledges
      receipt of a copy of the Plan. Unless otherwise provided herein, terms used
      herein that are defined in the Plan and not defined herein shall have the
      meanings attributable thereto in the Plan.




**NOW,
      THEREFORE** ,
      for and
      in consideration of the mutual premises, covenants and agreements contained
      herein, and for other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, the parties hereto, intending
      to be
      legally bound, hereby agree as follows:




1. Award
      of Restricted Stock .
      The
      Committee hereby grants, as of [Date] (the
“ **Date
      of Grant** ”),
      to
      the Recipient, [Number] shares
      of restricted stock, par value $0.01 per share, of the Company (collectively
      the
      " **Restricted
      Stock** "),
      which
      shares of Restricted Stock are and shall be subject to the terms, provisions
      and
      restrictions set forth in this Agreement and in the Plan. As a condition to
      entering into this Agreement, and as a condition to the issuance of any shares
      of Restricted Stock (or any other securities of the Company), the Recipient
      agrees to be bound by all of the terms and conditions herein and in the
      Plan.




2. Vesting
      of Restricted Stock .




(a) Except
      as
      otherwise provided in Sections 2(b) and 4 hereof, the shares of Restricted
      Stock
      shall become vested in the following amounts, at the following times and upon
      the following conditions, provided that the Continuous Service of the Recipient
      continues through and on the Vesting Date:









Number
                of Shares of Restricted Stock
            Vesting
                Date[Number]
              [Number]
              [Number]
              [Number]
            [Date]
              [Date]
              [Date]
              [Date]







There
      shall be no proportionate or partial vesting of shares of Restricted Stock
      in or
      during the months, days or periods prior to the Vesting Date, and all vesting
      of
      shares of Restricted Stock shall occur only on the Vesting Date.




(b) Notwithstanding
      any other term or provision of this Agreement, the Board or the Committee shall
      be authorized, in its sole discretion, based upon its review and evaluation
      of
      the performance of the Recipient and of the Company, to accelerate the vesting
      of any shares of Restricted Stock under this Agreement, at such times and upon
      such terms and conditions as the Board or the Committee shall deem
      advisable.




(c) For
      purposes of this Agreement, the following terms shall have the meanings
      indicated:




(i) “ **Non-Vested
      Shares** ”
means
      any portion of the Restricted Stock subject to this Agreement that has not
      become vested pursuant to this Section 2.




(ii) “ **Vested
      Shares** ”
means
      any portion of the Restricted Stock subject to this Agreement that is and has
      become vested pursuant to this Section 2.




3. Delivery
      of Restricted Stock .




(a) One
      or
      more stock certificates evidencing the Restricted Stock shall be issued in
      the
      name of the Recipient but shall be held and retained by the Secretary of the
      Company until the Vesting Date, subject to the provisions of Section 4 hereof.
      All such stock certificates shall bear the following legends, along with such
      other legends that the Board or the Committee shall deem necessary and
      appropriate or which are otherwise required or indicated pursuant to any
      applicable stockholders agreement:




THE
      SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO SUBSTANTIAL VESTING AND
      OTHER RESTRICTIONS AS SET FORTH IN THE RESTRICTED STOCK AGREEMENT BETWEEN THE
      ISSUER AND THE ORIGINAL HOLDER OF THE SHARES, A COPY OF WHICH MAY BE OBTAINED
      AT
      THE PRINCIPAL OFFICE OF THE ISSUER. SUCH RESTRICTIONS ARE BINDING ON TRANSFEREES
      OF THESE SHARES, AND INCLUDE VESTING CONDITIONS WHICH MAY RESULT IN THE COMPLETE
      FORFEITURE OF THE SHARES.




2




(b) The
      Recipient shall deposit with the Company stock powers or other instruments
      of
      transfer or assignment, duly endorsed in blank with signature(s) guaranteed,
      corresponding to each certificate representing shares of Restricted Stock until
      such shares become Vested Shares. If the Recipient shall fail to provide the
      Company with any such stock power or other instrument of transfer or assignment,
      the Recipient hereby irrevocably appoints the Secretary of the Company as his
      attorney-in-fact, with full power of appointment and substitution, to execute
      and deliver any such power or other instrument which may be necessary to
      effectuate the transfer of the Restricted Stock (or assignment of distributions
      thereon) on the books and records of the Company.




(c) On
      or
      after the Vesting Date, upon
      written request to the Company by the Recipient, the Company shall promptly
      cause a new certificate or certificates to be issued for and with respect to
      all
      Vested Shares on the
      Vesting Date,
      which certificate(s) shall be delivered to the Recipient as soon as
      administratively practicable after the date of receipt by the Company of the
      Recipient's written request. The new certificate or certificates shall continue
      to bear those legends and endorsements that the Company shall deem necessary
      or
      appropriate (including those relating to restrictions on transferability and/or
      obligations and restrictions under the Securities Laws.)




4. Forfeiture
      of Non-Vested Shares .
      If the
      Recipient’s Continuous Service with the Company is terminated for any reason,
      any shares of Restricted Stock that are not Vested Shares, and that do not
      become Vested Shares pursuant to Section 2 hereof or the Plan as a result of
      such termination, shall be forfeited immediately upon such termination of
      Continuous Service and revert back to the Company without any payment to the
      Recipient. The Committee shall have the power and authority to enforce on behalf
      of the Company any rights of the Company under this Agreement in the event
      of
      the Recipient’s forfeiture of Non-Vested Shares pursuant to this Section
      4.




5. Rights
      with Respect to Restricted Stock .




(a) Except
      as
      otherwise provided in this Agreement, the Recipient shall have, with respect
      to
      all of the shares of Restricted Stock, whether Vested Shares or Non-Vested
      Shares, all of the rights of a holder of shares of common stock of the Company,
      including without limitation (i) the right to vote such Restricted Stock, (ii)
      the right to receive dividends, if any, as may be declared on the Restricted
      Stock from time to time, and (iii) the rights available to all holders of shares
      of common stock of the Company upon any merger, consolidation, reorganization,
      liquidation or dissolution, stock split, stock dividend or recapitalization
      undertaken by the Company; provided , however ,
      that
      all of such rights shall be subject to the terms, provisions, conditions and
      restrictions set forth in this Agreement (including without limitation
      conditions under which all such rights shall be forfeited). Any shares
      of
      Restricted Stock issued
      to the Recipient as a dividend with respect to shares of Restricted Stock shall
      have the same status and bear the same legend as the shares of Restricted Stock
      and shall be held by the Company, if the shares of Restricted Stock that such
      dividend is attributed to is being so held, unless otherwise determined by
      the
      Committee. In addition, notwithstanding any provision to the contrary herein,
      any cash dividends declared with respect to shares of Restricted Stock subject
      to this Agreement shall be held in escrow by the Committee until such time
      as
      the shares of Restricted Stock that such cash dividends are attributed to shall
      become Vested Shares, and in the event that such shares of Restricted Stock
      are
      subsequently forfeited, the cash dividends attributable to such portion shall
      be
      forfeited as well.




3




(b) If
      at any
      time while this Agreement is in effect (or shares granted hereunder shall be
      or
      remain unvested while Recipient’s Continuous Service continues and has not yet
      terminated or ceased for any reason), there shall be any increase or decrease
      in
      the number of issued and outstanding Shares of the Company through the
      declaration of a stock dividend or through any recapitalization resulting in
      a
      stock split, combination or exchange of such Shares, then and in that event,
      the
      Board or the Committee shall make any adjustments it deems fair and appropriate,
      in view of such change, in the number of shares of Restricted Stock then subject
      to this Agreement. If any such adjustment shall result in a fractional share,
      such fraction shall be disregarded.




(c) Notwithstanding
      any term or provision of this Agreement to the contrary, the existence of this
      Agreement, or of any outstanding Restricted Stock awarded hereunder, shall
      not
      affect in any manner the right, power or authority of the Company to make,
      authorize or consummate: (i) any or all adjustments, recapitalizations,
      reorganizations or other changes in the Company's capital structure or its
      business; (ii) any merger, consolidation or similar transaction by or of the
      Company; (iii) any offer, issue or sale by the Company of any capital stock
      of
      the Company, including any equity or debt securities, or preferred or preference
      stock that would rank prior to or on parity with the Restricted Stock and/or
      that would include, have or possess other rights, benefits and/or preferences
      superior to those that the Restricted Stock includes, has or possesses, or
      any
      warrants, options or rights with respect to any of the foregoing; (iv) the
      dissolution or liquidation of the Company; (v) any sale, transfer or assignment
      of all or any part of the stock, assets or business of the Company; or (vi)
      any
      other corporate transaction, act or proceeding (whether of a similar character
      or otherwise).




6. Transferability .
      Unless
      otherwise determined by the Committee, the shares of Restricted Stock are not
      transferable unless and until they become Vested Shares in accordance with
      this
      Agreement, otherwise than by will or under the applicable laws of descent and
      distribution. The terms of this Agreement shall be binding upon the executors,
      administrators, heirs, successors and assigns of the Recipient. Except as
      otherwise permitted pursuant to the first sentence of this Section, any attempt
      to effect a Transfer of any shares of Restricted Stock prior to the date on
      which the shares become Vested Shares shall be void *ab
      initio* .
      For
      purposes of this Agreement, “ **Transfer** ”
shall
      mean any sale, transfer, encumbrance, gift, donation, assignment, pledge,
      hypothecation, or other disposition, whether similar or dissimilar to those
      previously enumerated, whether voluntary or involuntary, and including, but
      not
      limited to, any disposition by operation of law, by court order, by judicial
      process, or by foreclosure, levy or attachment.




4




7. Tax
      Matters; Section 83(b) Election .




(a) If
      the
      Recipient elects, within thirty (30) days of the Date of Grant, to include
      in
      gross income for federal income tax purposes an amount equal to the fair market
      value (as of the Date of Grant) of the Restricted Stock pursuant to Section
      83(b) of the Internal Revenue Code of 1986, as amended (the “ **Code** ”),
      the
      Recipient shall make arrangements satisfactory to the Company to pay to the
      Company any federal, state or local income taxes required to be withheld with
      respect to the Restricted Stock. If the Recipient shall fail to make such tax
      payments as are required, the Company shall, to the extent permitted by law,
      have the right to deduct from any payment of any kind otherwise due to the
      Recipient any federal, state or local taxes of any kind required by law to
      be
      withheld with respect to the Restricted Stock.




(b) If
      the
      Recipient does not make the election described in Subsection 7(a) above, the
      Recipient shall, no later than the date or dates as of which the restrictions
      referred to in this Agreement hereof shall lapse, pay to the Company, or make
      arrangements satisfactory to the Committee for payment of, any federal, state
      or
      local taxes of any kind required by law to be withheld with respect to the
      Restricted Stock (including without limitation the vesting thereof), and the
      Company shall, to the extent permitted by law, have the right to deduct from
      any
      payment of any kind otherwise due to Recipient any federal, state, or local
      taxes of any kind required by law to be withheld with respect to the Restricted
      Stock.




(c) Tax
      consequences on the Recipient (including without limitation federal, state,
      local and foreign income tax consequences) with respect to the Restricted Stock
      (including without limitation the grant, vesting and/or forfeiture thereof)
      are
      the sole responsibility of the Recipient. The Recipient shall consult with
      his
      or her own personal accountant(s) and/or tax advisor(s) regarding these matters,
      the making of a Section 83(b) election, and the Recipient’s filing, withholding
      and payment (or tax liability) obligations.




8. Amendment,
      Modification & Assignment; Non-Transferability .
      This
      Agreement may only be modified or amended in a writing signed by the parties
      hereto. No promises, assurances, commitments, agreements, undertakings or
      representations, whether oral, written, electronic or otherwise, and whether
      express or implied, with respect to the subject matter hereof, have been made
      by
      either party which are not set forth expressly in this Agreement. Unless
      otherwise consented to in writing by the Company, in its sole discretion, this
      Agreement (and Recipient’s rights hereunder) may not be assigned, and the
      obligations of Recipient hereunder may not be delegated, in whole or in part.
      The rights and obligations created hereunder shall be binding on the Recipient
      and his heirs and legal representatives and on the successors and assigns of
      the
      Company.




9. Complete
      Agreement .
      This
      Agreement (together with those agreements and documents expressly referred
      to
      herein, for the purposes referred to herein) embody the complete and entire
      agreement and understanding between the parties with respect to the subject
      matter hereof, and supersede any and all prior promises, assurances,
      commitments, agreements, undertakings or representations, whether oral, written,
      electronic or otherwise, and whether express or implied, which may relate to
      the
      subject matter hereof in any way.




5




10. Miscellaneous .




(a) No
      Right to (Continued) Employment or Service .
      This
      Agreement and the grant of Restricted Stock hereunder shall not confer, or
      be
      construed to confer, upon the Recipient any right to employment or service,
      or
      continued employment or service, with the Company or any Related
      Entity.




(b) No
      Limit on Other Compensation Arrangements .
      Nothing
      contained in this Agreement shall preclude the Company or any Related Entity
      from adopting or continuing in effect other or additional compensation plans,
      agreements or arrangements, and any such plans, agreements and arrangements
      may
      be either generally applicable or applicable only in specific cases or to
      specific persons.




(c) Severability .
      If any
      term or provision of this Agreement is or becomes or is deemed to be invalid,
      illegal or unenforceable in any jurisdiction or under any applicable law, rule
      or regulation, then such provision shall be construed or deemed amended to
      conform to applicable law (or if such provision cannot be so construed or deemed
      amended without materially altering the purpose or intent of this Agreement
      and
      the grant of Restricted Stock hereunder, such provision shall be stricken as
      to
      such jurisdiction and the remainder of this Agreement and the award hereunder
      shall remain in full force and effect).




(d) No
      Trust or Fund Created .
      Neither
      this Agreement nor the grant of Restricted Stock hereunder shall create or
      be
      construed to create a trust or separate fund of any kind or a fiduciary
      relationship between the Company or any Related Entity and the Recipient or
      any
      other person. To the extent that the Recipient or any other person acquires
      a
      right to receive payments from the Company or any Related Entity pursuant to
      this Agreement, such right shall be no greater than the right of any unsecured
      general creditor of the Company.




(e) Law
      Governing .
      This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York (without reference to the conflict of laws rules
      or principles thereof).




(f) Interpretation .  The
      Recipient accepts the Restricted Stock subject to all of the terms, provisions
      and restrictions of this Agreement and the Plan. The undersigned Recipient
      hereby accepts as binding, conclusive and final all decisions or interpretations
      of the Board or the Committee upon any questions arising under this Agreement.




(g) Headings .
      Section, paragraph and other headings and captions are provided solely as a
      convenience to facilitate reference. Such headings and captions shall not be
      deemed in any way material or relevant to the construction, meaning or
      interpretation of this Agreement or any term or provision hereof.




(h) Notices .
      Any
      notice under this Agreement shall be in writing and shall be deemed to have
      been
      duly given when delivered personally or when deposited in the United States
      mail, registered, postage prepaid, and addressed, in the case of the Company,
      to
      the Company’s principal office at 640 Fifth Avenue, 18 th Floor
      New York, New York 10019, Attention: Adam Borak, Chief Financial Officer, or
      if
      the Company should move its principal office, to such principal office, and,
      in
      the case of the Recipient, to the Recipient’s last permanent address as shown on
      the Company’s records, subject to the right of either party to designate some
      other address at any time hereafter in a notice satisfying the requirements
      of
      this Section.




6




(i) Non-Waiver
      of Breach .
      The
      waiver by any party hereto of the other party's prompt and complete performance,
      or breach or violation, of any term or provision of this Agreement shall be
      effected solely in a writing signed by such party, and shall not operate nor
      be
      construed as a waiver of any subsequent breach or violation, and the waiver
      by
      any party hereto to exercise any right or remedy which he or it may possess
      shall not operate nor be construed as the waiver of such right or remedy by
      such
      party, or as a bar to the exercise of such right or remedy by such party, upon
      the occurrence of any subsequent breach or violation.




(j) Counterparts .
      This
      Agreement may be executed in two or more separate counterparts, each of which
      shall be an original, and all of which together shall constitute one and the
      same agreement.









IN
      WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
      executed this Agreement as of the date first written above.




EPOCH
              HOLDING
              CORPORATIONDate:
            By:
            /s/Name:William
              W. PriestTitle:   Chief
              Executive Officer




Agreed
      and Accepted:




RECIPIENT:




__________________________________


[Name]





7