Amendment to Employment Agreement dated December 22, 2008



 Exhibit 10.28 
 Evercore Partners Inc. 
 55 East 52nd Street 
 43rd Floor 
 New York, NY 10055 
 December 22, 2008 
 HAND DELIVERY

 PERSONAL AND CONFIDENTIAL 
 Mr. Adam
Frankel, Esq. 
 [Address Line 1] 
 [Address Line 2] 

Dear Adam: 
 This letter agreement sets forth certain
amendments to the employment letter agreement entered into by and between you and Evercore Group Holdings L.P. and its affiliates (collectively, “Evercore”) dated July 18, 2006 (the “Agreement”). The amendments described
below are intended to conform the Agreement to the specific requirements of Section 409A of the Internal Revenue Code and the underlying Treasury Regulations and thereby prevent the imposition of adverse tax consequences on you. The amendments
are not intended to materially alter your economic rights or position. 
 1.    Section 4 – Termination of
Employment 
 Subsection (d) of Section 4 of the Agreement is hereby amended: 
  

	(a)	By adding “material” after “a” in subsection (ii) of the definition of Good Reason; and 

 (b) adding the following text at the end of section (d):”; provided, that any of the events described above shall constitute Good Reason only if you provide
Evercore with written objection to the event within 60 days following the occurrence thereof, Evercore fails to reverse or otherwise cure the event within 30 days of receiving that written objection, and you resign your employment within 240 days
following the expiration of such cure period.” 
 A new subsection (g) is hereby added to the Agreement to read as follows:

 “Notwithstanding anything herein to the contrary or otherwise, to the extent any expense, reimbursement or in-kind benefit provided
hereunder constitutes a “deferral of compensation” within the meaning of Section 409A of the of the Internal Revenue Code, (i) the amount of expenses eligible for reimbursement or in-kind benefits provided to you during any
calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to you in any other calendar year, (ii) the reimbursements for expenses for which you are entitled to be reimbursed shall be made on or
before the last day of the calendar year following the calendar year in which the 








 
applicable expense is incurred, and (iii) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any
other benefit.” 
 2.    Section 5 – Other Terms of Employment 
 The last paragraph of Section 5 of the Agreement is hereby deleted and replaced with the following: 
 “Notwithstanding the foregoing, if the termination giving rise to any payment described in Section 4 is not a “Separation from
Service” within the meaning of Treas. Reg. § 1.409A-1(h)(1) (or any successor provision), then the payment of those amounts (to the extent they constitute a “deferral of compensation,” within the meaning of Section 409A of
the Internal Revenue Code) will be deferred (without interest) until such time as Executive experiences a Separation from Service. In addition, to the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor
provision) is necessary to avoid the application of an additional tax under Section 409A of the Internal Revenue Code, those amounts that would otherwise be paid within six months following your Separation from Service (taking into account the
preceding sentence) will instead be deferred (without interest) and paid to you in a lump sum immediately following that six-month period. This provision shall not be construed as preventing the application of Treas. Reg. §§ 1.409A-1(b)(4)
or 1.409A-1(b)(9) (or any successor provisions) to amounts payable hereunder. For purposes of the application of Treas. Reg. § 1.409A-1(b)(4) (or any successor provision), each payment in a series of payments will be deemed a separate
payment.” 
 To confirm your agreement with foregoing, please countersign this letter in the space provided below and return the
original to me. 
  

			
		 	 EVERCORE GROUP HOLDINGS L.P.

		
		 	
		 	 By: Evercore Group Holdings L.L.C., its general partner

		
		 	 By: /s/ Robert B. Walsh

		 	 Name:  Robert B. Walsh
 Title:    EVP CFO



 Accepted and Agreed: 
  

			
	
	
	/s/ Adam Frankel
	Adam Frankel, Esq.
		
	Dated:	  	December 22, 2008

  

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