EXHIBIT
10.28

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. 	Notwithstanding
Section 11(a) of the Plan, if the Participant terminates employment for
reason of Retirement, any unvested RSUs hereunder as of the date of
such termination shall automatically be forfeited and cancelled by the
Company; provided, however, if rather than terminating
employment for reason of Retirement, the Participant offers to convert
to Senior Advisor status pursuant to the terms of the Senior Advisor
Employment and Non-Competition Agreement, the form of which is attached
hereto, this Award will continue to vest in accordance with the
schedule set forth in paragraph 4 above subject to the terms of the
Plan, this Notification and the Senior Advisor Employment and
Non-Competition Agreement the terms of which shall be incorporated
herein by reference.




		
	6. 	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.


		
	7. 	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.


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	8. 	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.




		
	9. 	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.


		
	10. 	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.




		
	11. 	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.


		
	12. 	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: Harold J. Rodriguez, Jr.
Title:
Treasurer




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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