EXHIBIT 10.23  

 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:	 




	 	 
	1.  
       	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.  
	 	 
	2.  
       	 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. 
	 	 
	3.  
       	 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. 
    
	 	 
	4.  
       	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 =  20% of the Shares
      underlying the RSUs on January 1 of each of the first,

      second, third, fourth and fifth calendar years following the grant date.
       
	 	 
	5.  
       	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.  
	 	 
	6.  
       	 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.  
	 	 
	7.  
       	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 you or mailed
      to your address as the same appears on the records of the Company. 
    


 

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	8.  
       	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.  
	 	 
	9.  
       	 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.
       
	 	 
	10. 
       	 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.  
	 	 
	11. 
       	 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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