EXHIBIT 10.24  

 GREENHILL & CO., INC. EQUITY
  INCENTIVE PLAN 

RESTRICTED STOCK UNIT AWARD NOTIFICATION
   

 Greenhill & Co., Inc., a Delaware corporation
  (the “Company”),
  hereby grants to the “Participant” this Award
  of Restricted Stock Units (“RSUs”)
  pursuant to the Greenhill & Co., Inc., Equity Incentive Plan (the “Plan”)
  upon the following terms and conditions:  


	Name of Participant:	 
	 	 
	Grant Date:	 
	 	 
	Number of RSUs:	 




	12. 
       	This Award is subject to all terms
      and conditions of this Notification and the Plan. The terms of the Plan
      are hereby incorporated by reference. Capitalized terms not otherwise defined
      herein shall have the meaning assigned to such term in the Plan. The term
      “Notification”
      means this Notification.  
	 	 
	13. 	 Each RSU represents a right to a future payment
      equal to the Fair Market Value of one Share at the time of such payment.
      Such payment may, at the Committee’s
      election be in cash or Shares or a
      combination thereof. 
	 	 
	14. 
       	To the extent dividends are paid on Shares while
      the RSUs remain outstanding, you shall be entitled to receive at the time
      such dividends are paid (subject to your continued employment as of the
      relevant dividend payment date), cash payments in amount equivalent to cash
      dividends on Shares with respect to the number of Shares covered by the
      RSUs. If you incur a termination of employment prior to the payment of Shares
      underlying your vested RSUs but subsequent to the applicable RSUs vesting
      date, as set forth in Paragraph 4 below, you shall be entitled to receive
      with respect to such Shares underlying your vested RSUs cash payments in
      amount equivalent to cash dividends on Shares regardless of whether you
      continue to be employed as of the relevant dividend payment date. 
    
	 	 
	15. 
       	 Subject to your continued employment as of
      the relevant vesting date (unless otherwise provided under the terms and
      conditions of the Plan or this Notification), in accordance with Paragraph
      2 above you shall be entitled to receive (and the Company shall deliver
      to you) within 75 days following the relevant vesting date set forth below,
      the number of Shares underlying the RSUs (or a cash payment therefor) as
      of the dates set forth below in accordance with the following schedule:
       
	 	 
	 	 Vesting Dates =  100% of the
      Shares underlying the RSUs on January 1 of the fifth calendar year

      following the grant date.  
	 	 
	16. 
       	 In accordance with Section 15(a) of the Plan,
      the Committee may in its sole discretion withhold from the payment to you
      hereunder a sufficient amount (in cash or Shares) to provide for the payment
      of any taxes required to be withheld by federal, state or local law with
      respect to income resulting from such payment.  
	 	 
	17. 
       	 An RSU does not represent an equity interest
      in the Company, and carries no voting rights. You will not have any rights
      of a shareholder with respect to the RSUs until the Shares have been delivered
      to you.  
	 	 
	18. 
       	 Notices hereunder and under the
      Plan, if to the Company, shall be delivered to the Plan Administrator (as
      so designated by the Company) or mailed to the Company’s principal
      office, Greenhill & Co., Inc., 300 Park Avenue, New York, New York,
      10022, attention of the Plan Administrator, or, if to you, shall be delivered
      to  


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	 	you or mailed to your address as
      the same appears on the records of the Company. 
	 	 
	19. 
       	 All decisions and interpretations made by the
      Board of Directors or the Committee with regard to any question arising
      hereunder or under the Plan shall be binding and conclusive on all persons.
      In the event of any inconsistency between the terms hereof and the provisions
      of this Notification and the Plan, this Notification shall govern. 
    
	 	 
	20. 
       	 By accepting this Award, you acknowledge
      receipt of a copy of the Plan, and agree to be bound by the terms and conditions
      set forth in this Notification and the Plan, as in effect from time to time.
       
	 	 
	21. 
       	By accepting this Award, you further acknowledge
      that the federal securities laws and/or the Company’s policies regarding
      trading in its securities may limit or restrict your right to buy or sell
      Shares, including, without limitation, sales of Shares acquired in connection
      with your RSUs. You agree to comply with such federal securities law requirements
      and Company policies, as such laws and policies are amended from time to
      time.  
	 	 
	22. 
       	 This Notification shall be governed by the
      laws of the state of New York without giving effect to its choice of law
      provisions.  
	 	 



  	GREENHILL & CO., INC.
	 
	By:
	Name:
	 
	Title:




       If you would
  like to designate a beneficiary to exercise your rights under this Notification
  in the event of your death, please complete your designation in the space provided
  below, as well as please sign and print your name and date in the space provided
  below, and return this Notification to the attention of Harold J. Rodriguez,
  Jr.  

	Beneficiary: __________________
	_________________________
	Participant name (print):
	Date:




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