EXHIBIT
10.29

FORM OF SENIOR ADVISOR EMPLOYMENT AND

NON-COMPETITION AGREEMENT

This Senior Advisor Employment and
Non-Competition Agreement (this
"Agreement") dated as of
                             ,
         is entered into by and among [Name
of Employee] (the "Senior
Advisor") and Greenhill & Co., Inc., a Delaware
corporation (the "Company").

WHEREAS, the Senior Advisor is an employee of the Company and is a
participant in the Company's Equity Incentive Plan (the
"Plan"), with outstanding award(s)
under the Plan;

WHEREAS, the Senior Advisor is eligible for
Retirement (as defined under the Plan) but would prefer to continue his
or her employment with the Company pursuant to the terms provided for
herein;

WHEREAS, the Company desires to secure the continued
services and employment of the Senior Advisor pursuant to the terms
provided for herein; and

WHEREAS, the Senior Advisor
acknowledges and agrees that it is essential to the success of the
Company that the Company be protected by non-competition and related
protective restrictive agreements as set forth in this Agreement, which
the Senior Advisor acknowledges and agrees are reasonable and which
will not unnecessarily restrict the Senior Advisor's professional
opportunities should the Senior Advisor's employment with the
Company and its affiliates terminate.

NOW, THEREFORE, in
consideration of the foregoing premises and for other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:

Section 1.
Definitions. Capitalized terms not otherwise defined herein
shall have the meanings assigned to each such term in the Plan.

(a) "Base Salary" shall mean the
annual rate of salary provided for in Section 4 of this Agreement, as
adjusted from time to time.

(b) "Competitive
Enterprise" shall have the meaning set forth in
Section 10 of this Agreement.

(c) "Effective
Date" shall have the meaning set forth in Section 2 of
this Agreement.

(d) "Employment
Term" shall have the meaning set forth in Section 2 of
this Agreement.

(e) "Termination of Employment
Notice" shall mean a notice delivered pursuant to
Section 3 of this Agreement.


SECTION
2.    Term of Employment.    The term of the Senior
Advisor's employment hereunder shall commence as of the date
first above written (the "Effective
Date") and shall continue until the earliest of (a)
the third anniversary of the Effective Date or (b) the termination of
the Senior Advisor's employment pursuant to Section 3 below (such
term, the "Employment Term").


SECTION 3.    Notice of
Termination.    Either party to this Agreement may terminate the
Employment Term upon 90 days' prior written notice to the other
party; provided, however, that such prior written notice shall
not be required in the event of the Senior Advisor's termination
of employment by reason of the Senior Advisor's death or
Disability.


SECTION
4.    Office.    The Senior Advisor may perform his or
her duties hereunder at the Company's office principally utilized
by him or her immediately prior to the date hereof or, at the Senior
Advisor's discretion and at his own expense, any other office or
location determined by the Senior Advisor.

SECTION
5.    Compensation.

(a)    Base
Salary.    During the Employment Term, subject to the Senior
Advisor's continued employment hereunder, the Senior Advisor
shall be paid an annualized Base Salary of US $150,000 (or foreign
currency equivalent), payable in semi-monthly installments.

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(b)    Annual Bonus.    During
the Employment Term, subject to the Senior Advisor's continued
employment hereunder, the Senior Advisor may be awarded an annual bonus
in an amount determined in the sole discretion of the Committee.

(c)    Outstanding Incentive Awards.    During the
Employment Term, each outstanding Award held by the Senior Advisor as
of the Effective Date shall continue to vest in accordance with and be
governed by the terms and conditions of the Plan and the applicable
Award Agreement, subject to the following:

(i)
any Award that remains unvested on the third anniversary of the
Effective Date shall immediately accelerate and become fully vested on
such third anniversary date;

(ii) in the event
of the Company's termination of the Senior Advisor's
employment hereunder without Cause (as defined below), any Award then
held by the Senior Advisor shall immediately accelerate and become
fully vested on such employment termination date; and

(iii) the Senior Advisor's termination of
employment hereunder as a result of Retirement shall be treated as a
voluntary quit by the Senior Advisor subject to Section 11(d) of the
Plan.

"Cause" shall
mean the Senior Advisor's (i) willful misconduct, (ii) gross
negligence or (iii) conviction for a felony that is injurious to the
financial condition or business reputation of the Company or any of its
affiliates


SECTION 6.    Employee Benefit
Plans. During the Employment Term, subject to the Senior
Advisor's continued employment hereunder, the Senior Advisor
shall be eligible to participate in all employee retirement and welfare
benefit plans and programs of the type made available to the
Company's employees generally, in accordance with their terms and
as such plans and programs may be in effect from time to time,
including, without limitation, savings, profit-sharing and other
retirement plans or programs, 401(k), medical, dental, flexible
spending account, hospitalization, short-term and long-term disability
and life insurance plans.


SECTION 7.    No
Severance.    The Senior Advisor shall not be entitled to any
severance payments or benefits upon termination of the Employment
Term.


SECTION
8.    Cooperation.    The Senior Advisor agrees that
upon termination of the Employment Term for any reason, the Senior
Advisor shall cooperate with the Company as reasonably necessary in
order to smoothly transition the Senior Advisor's client
relationships.


SECTION 9.    Professional
Code of Conduct.    As a condition to the Senior Advisor's
continuing employment hereunder, the Senior Advisor agrees to comply
with the Company's professional code of conduct as in effect from
time to time and further agrees to execute on an annual basis and at
such additional times as the Company may reasonably request such code
as set forth in the Company's "Professional Conduct
Manual" or other applicable manual or handbook of the
Company or any of its subsidiaries as in effect from time to time.
Notwithstanding the foregoing, the Senior Advisor agrees to execute
such code to the extent the provisions therein are not inconsistent
with the provisions of this Agreement.


SECTION
10.    Confidential Information.    The Senior Advisor
will not at any time (whether during or after the Employment Term)
disclose or use for the Senior Advisor's own benefit or purposes
or the benefit or purposes of any other person, firm, partnership,
joint venture, association, corporation or other business organization,
entity or enterprise other than the Company and any of its subsidiaries
or affiliates, any trade secrets, information, data, or other
confidential or proprietary information relating to customers,
development programs, costs, marketing, trading, investment, sales
activities, promotion, credit and financial data, financing methods,
plans, or the business and affairs of the Company generally, or of any
subsidiary or affiliate of the Company, provided that the
foregoing shall not apply to information which is not unique to the
Company or which is generally known to the industry or the public other
than as a result of the Senior Advisor's breach of this covenant.
The Senior Advisor agrees that upon termination of the Employment Term
for any reason, the Senior Advisor or, in the event of the Senior
Advisor's death, the Senior Advisor's heirs or estate at
the request of the Company, will return to the Company immediately all
memoranda, books, papers, 

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plans, information, letters and other data,
and all copies thereof or therefrom, in any way relating to the
business of the Company and its affiliates, except that the Senior
Advisor (or the Senior Advisor's heirs or estate) may retain
personal notes, notebooks and diaries. The Senior Advisor further
agrees that the Senior Advisor will not retain or use for the Senior
Advisor's account at any time any trade names, trademark or other
proprietary business designation used or owned in connection with the
business of the Company or its affiliates.


SECTION
11.    Non-competition.

(a) The Senior Advisor
acknowledges and recognizes the highly competitive nature of the
businesses of the Company and its affiliates. The Senior Advisor
further acknowledges and agrees that in the course of the Senior
Advisor's subsequent employment with the Company or its
affiliates, the Senior Advisor has been and will be provided with
access to sensitive and proprietary information about the clients,
prospective clients, knowledge capital and business practices of the
Company or its affiliates, and has been and will be provided with the
opportunity to develop relationships with clients, prospective clients,
consultants, employees, representatives and other agents of the Company
or its affiliates, and the Senior Advisor further acknowledges that
such proprietary information and relationships are extremely valuable
assets in which the Company or its affiliates or any of their
predecessors have invested and will continue to invest substantial
time, effort and expense. Accordingly, the Senior Advisor agrees that
during the Employment Term, the Senior Advisor shall not, directly or
indirectly, on the Senior Advisor's behalf or on behalf of any
other person, firm, corporation, association or other entity, as an
employee or otherwise, engage in, or in any way be concerned with or
negotiate for, or acquire or maintain any ownership interest in, a
Competitive Enterprise. For purposes of this Agreement,
"Competitive Enterprise" shall mean a
business (or business unit) that (i) engages in any activity or (ii)
owns or controls a significant interest in any entity that engages in
any activity, that in either case, competes anywhere with any activity
in which the Company or any of its subsidiaries is engaged at the time
of Senior Advisor's termination of employment under this
Agreement. The activities covered by the previous sentence include,
without limitation, investment banking financial advisory services and
merchant banking and related services. Notwithstanding anything to the
contrary in this Section 10, the foregoing provisions of this Section
11 shall not prohibit the Senior Advisor's providing services to
an entity having a stand-alone business unit which unit would, if
considered separately for purposes of the definition of
"Competitive Enterprise" hereunder,
constitute such a Competitive Enterprise, provided the Senior Advisor
is not providing services to such business unit and provided further
that employment in a senior executive capacity of the business shall be
deemed to be employment in the Competitive Enterprise. Further,
notwithstanding anything in this Section 11, the Senior Advisor shall
not be construed to be in violation of this Section 11 solely by reason
of owning, directly or indirectly, any stock or other securities of a
Competitive Enterprise (or comparable interest, including a voting or
profit participation interest, in any such Competitive Enterprise) if
the Senior Advisor's interest does not exceed 5% of the
outstanding capital stock of such Competitive Enterprise (or comparable
interest, including a voting or profit participation interest, in such
Competitive Enterprise).

(b) The Senior Advisor acknowledges
that the Company or its affiliates is engaged in business throughout
the United States and in various countries outside of the United States
and that the Company intends to expand the geographic scope of its
activities. Accordingly and in view of the nature of his position and
responsibilities, the Senior Advisor agrees that the provisions of this
Section 11 shall be applicable to each state and each foreign country,
possession or territory in which the Company or its affiliates may be
engaged in business during the Employment Term.

(c) The Senior
Advisor agrees that in light of the Senior Advisor's education,
skills, abilities and financial resources, the Senior Advisor will not
assert, and it shall not be relevant nor admissible as evidence in any
dispute arising under this Section 11 that any provisions of this
Section 10 prevent the Senior Advisor from earning a living or
otherwise are or may be void or held unenforceable. In applying this
Section 11, the wishes or preferences of a client or prospective client
of the Company or its affiliates as to who shall perform its services,
or the fact that the client or prospective client of the 

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Company or its affiliates may also be a
client of a third party with whom the Senior Advisor is or becomes
associated, shall neither be relevant nor admissible as evidence in any
dispute arising under this Section 11.

(d) The Senior Advisor
shall remain subject to the restrictions of this Section 10 until the
termination of the Employment Term.


SECTION
12.    Nonsolicitation.    The Senior agrees that
during the Employment Term, the Senior Advisor will not, directly or
indirectly, for himself or on behalf of any third party at any time in
any manner, solicit, entice, persuade, induce, request or otherwise
cause any employee who is at the associate level or above, officer or
agent of the Company or any of its affiliates to apply for, or accept
employment with, any Competitive Enterprise, or to otherwise refrain
from rendering services to the Company or to terminate his or her
relationship, contractual or otherwise, with the Company or any of its
affiliates, other than in response to a general advertisement or public
solicitation not directed specifically to employees of the Company or
any of its affiliates.


SECTION
13.    Injunctive Relief.    The Senior Advisor
acknowledges and agrees that the Company's remedy at law for any
breach of the covenants contained in Sections 11 or 12 of this
Agreement would be inadequate and that for any breach of such
covenants, the Company shall, in addition to other remedies as may be
available to it at law or in equity, or as provided for in this
Agreement, be entitled to an injunction, restraining order or other
equitable relief, without the necessity of posting a bond, restraining
the Senior Advisor from committing or continuing to commit any
violation of the covenants. The Senior Advisor agrees that proof shall
not be required, that monetary damages for breach of the provisions of
this Agreement would be difficult to calculate and that remedies at law
would be inadequate.


SECTION
14.    Enforceability.    In the event any of the
provisions of Sections 10, 11, 12 or 13 of this Agreement are
determined by a court of competent jurisdiction to be contrary to any
applicable statute, law or rule, or for any reason to be unenforceable
as written, such court may modify any of such provisions so as to
permit enforcement thereof as thus modified.


SECTION
15.    Termination of Agreement.    This Agreement
shall terminate upon the termination of the Employment Term,
provided, however, that Sections 8, 10, 11, 12, 13, 14, 18 and
19 of this Agreement, to the extent applicable, shall survive and
remain in effect notwithstanding the termination of the Employment Term
or a breach by the Company or the Senior Advisor of any other term of
this Agreement.


SECTION 16.    Entire
Agreement.    This Agreement, the Plan and the applicable Award
Agreements thereunder contain the entire understanding and agreement
between the Company and the Senior Advisor concerning the subject
matter hereof and supersede all prior agreements, understandings,
discussions, negotiations and undertakings, whether written or oral,
between the Company and the Senior Advisor with respect thereto.


SECTION 17.    Amendment or Waiver.    No
provision in this Agreement may be amended unless such amendment is
agreed to in writing and signed by the Senior Advisor and an authorized
officer of the Company. No waiver by the Company or by the Senior
Advisor of any breach by the other party to this Agreement of any
condition or provision contained in this Agreement to be performed by
such other party shall be deemed a waiver of a similar or dissimilar
condition or provision at the same or any prior or subsequent time. Any
waiver must be in writing and signed by the Senior Advisor or an
authorized officer of the Company, as the case may be. No failure or
delay by the Company or by the Senior Advisor in exercising any right,
power or privilege under this Agreement shall operate as a waiver
thereof.


SECTION
18.    Severability.    In the event that any provision
or portion of this Agreement shall be determined to be invalid or
unenforceable for any reason, in whole or in part, the remaining
provisions of this Agreement shall be unaffected thereby and shall
remain in full force and effect to the fullest extent permitted by law
so as to achieve the purposes of this Agreement.


SECTION 19.    Governing Law.    This
Agreement shall be governed by and construed in accordance with the
laws of the State of New York without reference to principles of
conflict of laws.

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SECTION
20.    Notices.    All notices and other communications
required or permitted hereunder shall be in writing (including
facsimile transmission and, if an electronic mail
("e-mail") address is given below,
e-mail transmission, so long as acknowledgement of receipt of such
e-mail is requested and received) and shall be deemed given,

if
to the Company to:

Greenhill & Co., Inc.
300
Park Avenue
New York, New York 10022
Attention: U.S.
Co-President
Fax: 212-389-1700

with a copy to:

Davis Polk & Wardwell
450 Lexington Avenue
New
York, New York 10017
Attention:
 Facsimile No.: (212)
450-3800
E-mail:

if to the Senior Advisor:

[Name of Senior
Advisor]
[address]
Attention:

Fax:
E-mail:

or such other address or facsimile number
(or e-mail address) as such party may hereafter specify for the purpose
by notice to the other parties hereto. All such notices, requests and
other communications shall be deemed received on the date of receipt by
the recipient thereof if received prior to 5:00 p.m. in the place of
receipt and such day is a Business Day in the place of receipt.
Otherwise, any such notice, request or communication shall be deemed
not to have been received until the next succeeding Business Day in the
place of receipt.


SECTION 21.    Withholding
Taxes.    The Company may withhold from any and all amounts
payable under this Agreement such federal, state, local and other
applicable taxes as may be required to be withheld pursuant to any
applicable law or regulation.


SECTION
22.    Headings.    The headings of the sections
contained in this Agreement are for convenience only and shall not be
deemed to control or affect the meaning or construction of any
provision of this Agreement.


SECTION
23.    Counterparts.    This Agreement may be executed in two
or more counterparts.

IN WITNESS WHEREOF, the undersigned have
executed this Agreement as of the date first written above.


		[SENIOR ADVISOR]





	
			
	






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






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